B R I T I S H L A N D

Annual Report and Accounts 2024

P L ACE S

PEOPLE

PREFER

CONTENTS

Glasgow Fort

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Strategic Report

2 Our key performance indicators

3 2024 performance highlights

4 Our business at a glance

6 Our portfolio

8 Non-Executive Chair’s statement

10 How we create value

12 How stakeholders benefit

ands.172 statement

16 Chief Executive’s review

22 Business review

34 Financial review

40 Financial policies and principles

43 Risk management

47 Principal risks

59 Viability statement

60 Sustainability review

76 Task Force on Climate-related

Financial Disclosures (TCFD)

86 Streamlined Energy and Carbon

Reporting (SECR)

88 Non-financial and sustainability

information statement

Corporate

Governance

92 Non-Executive Chair’s

introduction

96 Key investor relations activities

98 Board of Directors

102 Governance at a glance

104 Report of the Environmental

Social Governance Committee

110 Report of the Nomination

Committee

116 Report of the Audit Committee

125 Directors’ Remuneration Report

144 Directors’ Report and

additionaldisclosures

147 Statement of Directors’

Responsibilities

Financial Statements

150 Independent auditors’ report

158 Primary statements and notes

209 Company balance sheet

220 Supplementary disclosures

228 Other information (unaudited)

236 EPRA best practice

recommendations on

sustainability reporting

237 10-year record

238 Shareholder information

Read more about our approach to sustainability

on our website at britishland.com

Presentation of financial information

The financial statements for the year ended 31 March 2024 have been prepared on the historical

cost basis, except for the revaluation of properties, investments classified as fair value through

profit or loss and derivatives. The financial statements have been prepared in accordance with

UK-adopted International Accounting Standards and with the requirements of the Companies

Act 2006 as applicable to companies reporting under those standards. As outlined in Note 1 of

the financial statements, the Group has adopted a number of new standards and amendments

to standards for the year ended 31 March 2024, none of which have had a material impact on

the Group. The accounting polices used are consistent with those contained in the Group’s

previous Annual Report and Accounts for the year ended 31 March 2023.

Management considers the business principally on a proportionally consolidated basis when

setting the strategy, determining annual priorities, making investment and financing decisions

and reviewing performance. This includes the Group’s share of joint ventures on a line-by-line

basis and excludes non-controlling interests in the Group’s subsidiaries. The financial key

performance indicators are also presented on this basis. Further analysis of the IFRS results

hasbeen disclosed in the Financial review. We supplement our IFRS figures with non-GAAP

measures, which management uses internally. IFRS measures are labelled as such. See our

supplementary disclosures which start on page 220 for reconciliations, in addition to Note 2

inthe financial statements and the glossary found at britishland.com/glossary

Integrated reporting

We integrate environmental and social information throughout this Report in linewith the

International Integrated Reporting Framework. This reflects how sustainability is integrated

throughout our business. Our approach is focused onthree key pillars: Greener Spaces,

Thriving Places and Responsible Choices. Fordetailed social and environmental case studies

and data, see our Sustainability Progress Report found at britishland.com/data

Paddington Central

024

023

022

£268m

£264m

£247m

024

023

022

9.2%

(23.0)%

8.5%

024

023

34.6%

36.0%

022

32.9%

024

Pro forma

37. 3%

024

Pro forma

024

023

6.4x

6.8x

6.4x

022

7.9x

024

023

022

2.0%

(9.5)%

11.7%

024

023

022

(0.5)%

(16.3)%

14.6%

Non-financial KPIs

GRESB rating

GRESB for Development

and Standing Investments

2023: 5*/4*

Direct social value generated

£9.4m

2023: n/a

Staff engagement

78%

2023: 78%

Reduction in energy intensity

ofmanaged portfolio since FY19

18%

2023: 17%

Number of education and

employmentinitiatives

2023: 94

Ethnicity pay gap

17.4%

2023: 14.2%

EPC rated A or B

58%

2023: 45%

Value of affordable space

provided

£1m

2023:£1.9m

Gender pay gap

19.4%

2023: 21.9%

1. Performance is versus an indexed FY19 baseline, for more information see page 66

2. EPC rated A or B is reported as a proportion of ERV

3. Social value reporting was expanded in FY24 so no comparable FY23 data

Links to remuneration

LTIP

Long Term Incentive Plan

Annual Incentive Plan

OUR KEY PERFORMANCE INDICATORS

Financial KPIs

Underlying Profit

Total shareholder return

Total accounting return

LTIP

Loan to value (LTV)

(proportionally consolidated)

Total property return

LTIP

Net debt to EBITDA

(Group)

Environment Social impact People

EXPLANATIONS FOR

FINANCIAL TERMS CAN BE

FOUND IN OUR GLOSSARY

ATBRITISHLAND.COM/

GLOSSARY

READ MORE ABOUT OUR

RESULTS ONPAGES 16 TO

39 AND STRATEGY ON

PAGES 10 TO 11

READ MORE ABOUT OUR

ENVIRONMENTAL STRATEGY

ON PAGE64 AND AT

BRITISHLAND.COM/DATA

READ MORE ABOUT OUR

SOCIAL IMPACT STRATEGY

ON PAGE68 AND AT

BRITISHLAND.COM/DATA

READ MORE ABOUT OUR

PEOPLE ON PAGE 72 AND AT

BRITISHLAND.COM/DATA

1. Pro forma following the sale of our 50% stake

inthe Meadowhall joint venture post year end.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Operational highlights

Leasing activity

3.3m sq ft

2023: 3.4m sq ft

ERV growth

5.9%

2023: 2.8%

Capital activity

£0.9bn

2023: £1.3bn

Average embodied

carbon in current

officedevelopments

625kg CO

e per sqm

2023: 646kg CO

e per sqm

Occupancy

97%

2023: 97%

Committed and recently

completed developments

2.8m sq ft

2023: 1.8m sq ft

IFRS EPS

(0.1)p

2023: (112.0)p

Senior unsecured

credit rating

2023: A

Years until

refinance date

3.0yrs

2023: 3.0yrs

IFRS profit after tax

£1m

2023: £(1,039)m

Underlying Profit

£268m

2023: £264m

IFRS net assets

£5,312m

2023: £5,525m

EPRA NTA per share

562p

2023: 588p

Underlying EPS (diluted)

28.5p

2023: 28.3p

Dividend per share

22.80p

2023: 22.64p

Financial highlights

1. Occupancy excludes space under offer or subject to asset management and recently completed developments of Norton Folgate and 3 Sheldon Square

2024 PERFORMANCE HIGHLIGHTS

Campuses

Retail & London urban logistics

61%

39%

OUR BUSINESS AT A GLANCE

Our portfolio

Our portfolio of high quality UK

commercial property is focused on

campuses in London and retail &

London urban logistics.

Our purpose is to create and manage outstanding

places that deliver positive outcomes for all our

stakeholders on a long term, sustainable basis.

We do this by understanding the evolving needs of

the people and the organisations who use our places

as well as the communities who live around them.

The deep connections we create between our

customers, communities, partners and people

help our places to thrive.

PLACES

PEOPLE

PREFER

Canada Water

READ MORE ABOUT OUR

PORTFOLIO ON PAGE 6

Paddington

Portfolio by value

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

MANAGING

THE BUSINESS

TO CREATE VALUE

FOR ALL OUR

STAKEHOLDERS

What we do

We are developers and asset managers with a

value-add strategy. We are a diversified business

and invest in segments with strong rental growth

prospects where we can leverage our strengths in

asset management and development to generate

a total accounting return (TAR) of 8-10% through

the cycle.

How we do it responsibly

Sustainability is embedded

throughout the business. Our

approach is focused on three

keypillars where British Land

cancreate the most benefit.

Regent’s Place

READ MORE ON PAGE 72

Campuses: 61% of portfolio by value

We are the leading owner and operator of

campuses in the UK, with a particular focus on

London. Our campuses are located close to key

transport hubs and bring together best in class

office, retail and residential buildings with

leadingsustainability and design credentials,

surrounded by attractive public spaces and a

range of amenities.

Sustainability is important to us and our

customers. We are committed to achieving net

zero across our portfolio and target BREEAM

Outstanding and EPC A for our new office

developments.

We have assembled an 8.6m sq ft development

pipeline of best-in-class sustainable space across

our campuses, of which 2.1m sq ft is already

committed and progressing on site.

Our campuses are:

Broadgate (39% of the campus portfolio) is a

32acre office-led campus in the City of London

owned in a 50:50 joint venture with GIC. It has

excellent connectivity, and is located next to

Liverpool Street Station and the Elizabeth Line.

Itsproximity to Shoreditch attracts a breadth

ofcustomers from financial services, law firms,

fin-tech, media and other growth sectors.

As part of our transformation of Broadgate, we

have invested significantly into the buildings and

public realm. Most recently, we committed to

develop 2 Finsbury Avenue, a 750,000 sq ft world

class building, which is due to complete in 2027,

and will create a new benchmark for highly

sustainable workspace in central London.

WE OWN A

£8.7BN HIGH

QUALITY

PORTFOLIO

Regent’s Place (31% of the campus

portfolio) is a 13 acre campus. The

campus has excellent transport links

with Euston and King’s Cross stations

nearby. It is located in London’s

growing Knowledge Quarter, close

to a range of academic and research

institutions, including University

College London, The Wellcome

Trust and The Francis Crick Institute.

Given its location, in this growing

part of London, we are repositioning

the campus for growth in science

andtechnology.

The campus is 100% owned by us

with the exception of the recently

announced joint venture with Royal

London Asset Management to

accelerate the delivery of 1 Triton

Square as a world class science and

technology building. 1 Triton Square

will offer a mix of fitted and lab-

enabled space as well as the potential

to incorporate serviced offices to

accommodate flexible requirements

at the lower levels, with best in class

office space on upper floors.

OUR PORTFOLIO

1 Triton Square

Regent’s Place

Paddington Central (6% of the

campus portfolio) is an 11 acre

office-led campus in London’s

West End owned in a 25:75 joint

venture with GIC. It sits next to

Paddington Station with access to

the Elizabeth Line and the Heathrow

Express. Its central location and

accessibility, attracts a broad range

of corporates in financial services,

telecommunications and technology.

We have made significant

investments in the public realm and

our latest development is the full

refurbishment of 3 Sheldon Square,

a 140,000 sq ft office building,

which completed in early 2024.

Regent’s Place

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Canada Water (6% of the campus

portfolio) is a 53 acre mixed use

campus owned in a 50:50 joint

venture with AustralianSuper. It

is one of the largest mixed use

developments in the UK and is

located on the Jubilee Line and

the London Overground, making

it easily accessible to London

Bridge, the West End, the City

andtech hubs around Shoreditch.

The Canada Water Masterplan

is flexible and will deliver a mix

of workspace, retail, leisure,

entertainment, education and

community space, as well as

residential of which part will

be affordable housing.

The Peterhouse Campus (1%of

the campus portfolio) is a

14acre innovation-led campus

inCambridge, fully owned by us.

Part of the campus is let to ARM

and in 2023, wecommitted to the

development ofthe newest part

of the site, a 96,000 sq ft lab-

enabled and lab-fitted building

due to complete in 2025.

The balance of our campus portfolio

is a mixture of standalone offices

primarily in the West End and

residential buildings including

our development at Aldgate.

Retail & London urban

logistics: 39% of

portfoliobyvalue

Retail parks account for 62%

ofthis segment of the portfolio.

We are one of the UK’s largest

owners and operators with c.8%

of the retail park market.

Retail parks are the preferred format

for retailers due to their affordability,

adaptability and accessibility. We

will continue to grow our retail park

portfolio. They provide an attractive

Canal

Paddington Central

Southgate

Bath

day one cash yield given their low

capex requirements and at 99%

occupancy our parks portfolio is

delivering strong rental growth.

We also own a small, non core,

portfolio of shopping centres

which account for 22% of this

segment of the portfolio.

Our London urban logistics portfolio

(9% of this segment) is focused on

Zone 1 and multistorey developments

within the M25. Our pipeline has a

gross development value of £1.5bn

and will deliver one of London’s

most environmentally sustainable

and centrally located urban logistics

portfolios. Demand for this product

is strong due to the long term

growth of e-commerce and rising

consumer expectations forpriority

delivery, which, combined with little

supply is driving rental growth.

Last mile logistics solutions are also

increasingly sought after due to their

strong environmental sustainability

credentials given they reduce large

vehicle movements and allow the

use of e-vehicles for the last mile

delivery to the end customer.

The balance of the portfolio is in

other retail which includes retail

subsectors in which we do not have

material holdings, including high

street retail and other small solus

retail assets.

Paper Yard

Canada Water

1. Building Research Establishment Environmental

Assessment Method BREEAM standards aim to

minimise harmful carbon emissions, improve

water usage and reduce material waste. The

rating enables comparability between projects

and provides assurance on performance, quality

and value of the asset

2. Based on sq ft

3. Includes the 50% stake in Meadowhall Shopping

Centre which was sold post year end

NON-EXECUTIVE CHAIR’S STATEMENT

EXCELLENT

STRATEGIC AND

OPERATIONAL

PROGRESS

Tim Score

Non-Executive Chair

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Dear Shareholders,

In my final letter as Chair of British

Land, I look back on the past year,

and indeed the last decade, and am

greatly encouraged by the resilience

of the business in the face of a period

of unprecedented challenges.

The real estate sector has

faced a challenging period with

macroeconomic uncertainty, high

inflation and increases in interest

rates. Against this backdrop,

we have remained focused on

controlling the controllables, and

as a result British Land has been

operationally and financially resilient.

During my 10 years on the Board,

initially as Non-Executive Director

and, for the last five years as Chair, I

have been fortunate to be supported

by an excellent management team

and highly talented colleagues

from across the business.

British Land is a ‘small big’

Company; small in terms of our

overall workforce but big in that

we own and operate some of the

most significant assets in the UK.

The calibre and dedication of

everyone within the business, and

the collaborative culture, enables us

to deliver our strategy effectively.

Good progress in FY24

We have delivered another strong

leasing performance this year, which

combined with good cost control

led to a 2% increase in Underlying

Profits, and as a result the full

year dividend will be up by 1%.

Our strategy of focusing on the parts

of the market with the strongest

occupational fundamentals is

working, as evidenced by the 5.9%

rental growth for the portfolio

and a 300 basis points (bps)

outperformance vs the MSCI All

Property total return benchmark.

We are delivering this

outperformance versus the market

because we have deep development

and asset management capabilities

and continue to execute well.

We have been disciplined in our

balance sheet management and

capital allocation, with leverage

comfortably within our target

range, especially at this stage

in the real estate cycle.

A leader in ESG

I continue to believe that

sustainability is a key competitive

advantage for British Land. Our

achievements in developing

and managing some of the best,

most highly rated sustainable

space have been recognised

for more than a decade and we

are now reaping the benefits as

businesses are increasingly willing

to pay more for that space.

In the last 12 months, we have made

excellent progress against the

three pillars of our Sustainability

Strategy: Greener Spaces, Thriving

Places and Responsible Choices.

In particular, we have significantly

improved the EPC ratings of our

buildings, increasing the percentage

of the portfolio rated EPC A or B by

ERV to 58%, up from 45% in FY23.

Separately, we have achieved a

5-star rating in Global Real Estate

Sustainability Benchmark (GRESB)

for both the Standing Investments

and Development benchmarks,

placing the Company in the top 20%

of participants globally and achieving

Global Sector Leader status for

the Development benchmark.

This year, we have also been

accredited as a Living Wage

Employer by the Living Wage

Foundation. We recognise that

people are key to the success of

our business and we have a strong

track record of paying at least

the real Living Wage to our direct

employees. The accreditation

reflects the work we have done

in recent years to encourage our

supply chain to do the same.

Whilst we are making significant

progress with our decarbonisation

plans, industry standards and

guidance on net zero continue to

evolve. The Science Based Target

initiative will publish new buildings

sector guidance to inform net zero

definitions for our industry; once

these are finalised we will work

to ensure our targets reflect best

practice and latest climate science.

Our Board

In March 2024, we were delighted to

announce the appointment of William

Rucker, who will replace me as Chair

when I step down at the AGM in July.

William is a highly experienced Chair

with deep knowledge of the real

estate and financial services sectors.

I am confident he will provide the

Board with strong and effective

leadership and will be a great support

to Simon and the executive team.

We were delighted to welcome

Amanda Mackenzie and Mary Ricks

as Non-Executive Directors to the

Board this year and look forward to

welcoming Amanda James as a Non-

Executive Director when she joins

the Board in July 2024. Each brings

awealth of diverse experience, which

will be invaluable as we continue to

execute our strategy. After nine years

on the Board, Laura Wade-Gery will

step down as Non-Executive Director

at the AGM. I’d like to thank her for

her significant contribution and wish

her well in her future endeavours.

You can read more about our latest

Board members on page 92.

The appointments highlight the

evolution of the Board since I became

Chair. At the conclusion of the

AGM, the Board will be 50% female,

compared with 30% in 2019, and

will exceed the recommendations

from the Parker Review, which

encourages diversity of UK boards.

Conclusion

In summary, we continue to make

good progress in executing our

strategy. We are confident in our

campus proposition and our ability

to capture growth in science and

technology, retail parks continue

to perform very well and we are

progressing the build-out of our

London urban logistics pipeline.

Our performance, as ever, is

a result of the hard work and

dedication of the British Land

team and I would like to thank

mycolleagues across the Group.

It has been a real privilege to serve

on the Board of British Land. I

feel confident that when I step

down in July, I will be leaving the

Company in good health and safe

hands led by a highly capable

Board and executive team.

Tim Score

Non-Executive Chair

MANAGING

THE BUSINESS

TO CREATE VALUE

FOR ALL OUR

STAKEHOLDERS

Our strengths are:

BUSINESS MODEL

HOW WE CREATE VALUE

We are developers and asset

managers with a value-add

strategy. We have a

diversified approach and

invest in segments with

strong rental growth

prospects where we can

leverage our strengths to

generate a total accounting

return (TAR) of 8-10%

through the cycle.

Portfolio of high quality assets

Our portfolio of campuses is mainly

located in London, a truly global

city which appeals to a broad range

of businesses. We are one of the

largest owners and operators of retail

parks in the UK and we are building

a unique portfolio of centrally

located and highly sustainable

urban logistics schemes in London.

Best in class platform

We have a long-standing team

with deep experience across

the real estate life cycle from

design, planning, development

and construction through to

asset and property management.

We also have industry leading

investment and finance teams.

London development expertise

The depth of our relationships with

planning authorities, contractors

andother stakeholders in London,

combined with our extensive

construction experience gives us

an unparalleled ability to unlock

value through development.

Partnerships with investors

We have strong relationships

with sovereign wealth funds

such as Norges Bank Investment

Management and GIC as well as large

pension funds like AustralianSuper

and Pimco Prime. This gives us

the ability to stretch our equity

and crystallise value through

asset sales and joint ventures.

Financial strength

We have a strong balance sheet

and we use leverage appropriately.

We aim to deliver returns

through the property cycle by

having a disciplined approach

to risk and capital allocation.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Our values underpin everything we do

DELIVER

AT PACE

BE SMARTER

TOGETHER

BRING YOUR

WHOLE SELF

BUILD FOR

THE FUTURE

LISTEN AND

UNDERSTAND

HOW WE CREATE

VALUE FOR OUR

STAKEHOLDERS

PAGE12

H O W O U R

APPROACH TO

RISKUNDERPINS

OURSTRATEGY

PAGE 43

H O W O U R

APPROACH TO

REMUNERATION

ALIGN WITH

OURSTRATEGY

PAGE 125

Source value-add opportunities

We target opportunistic asset acquisitions in our

chosen sectors as well as development opportunities.

This is underpinned by a strong balance sheet and

a disciplined approach to risk management.

Develop and actively manage

We create and manage modern, high quality and

sustainable spaces that our customers want to

lease, and that direct investors such as sovereign

wealth funds and pension funds want to own.

Recycle capital

We actively sell mature assets to crystallise

returns and reinvest capital into opportunities

where we can drive strong returns through

development or asset management.

Underpinned by our

leadership in sustainability

We are committed to achieving net zero across

our portfolio and target BREEAM Outstanding

and EPC A for our new office developments.

Understanding our stakeholders is critical

tothe long term success of our business.

Regular engagement with them helps to

shape our strategy and ultimately informs

ourdecisions so that we can deliver

outstanding places and positive outcomes

forall stakeholders.

Section 172 Statement

Section 172(1) of the Companies Act requires directors

ofa company to act in the way they consider, in good

faith, would be most likely to promote the success of the

company for the benefit of its members as a whole,

taking into account the following: the likely consequences

of any decision in the long term; the interests of the

company’s employees; the need to foster the company’s

business relationships with suppliers, customers and

others; the impact of the company’s operations on the

community and the environment; the desirability of the

company maintaining a reputation for high standards of

business conduct; and the need to act fairly as between

members of the company.

The nature of our business means that we have a

continuous dialogue with a wide group of stakeholders

and their views are taken into account before proposals

are put to the Board for a decision. Information on how

the Directors discharged their duty under section 172

during the year, including how they engaged with key

stakeholders, and how they had regard to the matters set

out above in their discussions and decision making, can

be found within our Governance section starting on

page 90. An in-depth case study of the major decision

that was the capital commitment to 2 Finsbury Avenue

setting out vital section 172 considerations is detailed

onpage 95.

HOW WE ENGAGE

WITH AND CREATE

VALUE FOR OUR

STAKEHOLDERS

HOW STAKEHOLDERS BENEFIT

Our people

Everyone employed by British Land.

Why are they important?

Our people are critical to the success of our business; they

are responsible for delivering the strategy, live byand help

shape our culture and ultimately deliver sustainable value

to our stakeholders.

What matters to them?

– Diverse and inclusive culture with strong leadership

– Career progression and development opportunities

– Healthy and safe space that promotes wellbeing

– Fair pay and reward

– Ethical business with a clear Sustainability Strategy

How we engage

We have an open and collaborative management structure

and engage regularly with our employees through a range

of formal and informal channels, including:

– Internal communications channel, including newsletters

and intranet

– Regular team meetings and a half yearly appraisal process

– Annual employee engagement survey

– CEO breakfast series open to all employees launched

thisyear

– In-person conversations with select Board members

– Biannual Company conference with all employees

Outcomes from

engagement

78%

employee

engagement score

Value created

93%

employees

proud to work

at British Land

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Our customers

The users of our buildings and spaces, including

businesses and their employees; retailers and their

customers; and people who visit or live in our spaces.

Our investors

The people and institutions who own

British Land shares or debt holders.

Why are they important?

Our customers are at the centre of everything we do,

andour success depends on our ability to understand

and respond to their needs.

What matters to them?

– High quality, sustainable space that fulfils their needs

– Healthy and safe spaces that promote wellbeing

– Fair and appropriate lease terms

How we engage

We communicate regularly with our customers through:

– Regular dialogue with leasing, asset and property

management teams

– Annual customer satisfaction surveys to gain insight

into how our places are performing

– Customer networks across our campuses

Why are they important?

Our investors play an important role in helping to

shapeour strategy; they also help facilitate access to

capital, which is vital to the long term performance of

ourbusiness.

What matters to them?

– Financial performance, returns and the dividend

– Strong balance sheet and disciplined capital allocation

– Clear strategy and business model

– Leading ESG performance

– Risk management

– Strong leadership and Company culture

How we engage

We have an extensive Investor Relations programme

toensure that our shareholders’ views are reflected

inourdecision making. This programme includes:

– Meetings, roadshows, conferences and video calls

– Regulatory reporting, including the Annual Report,

full and half year results and ad hoc updates

– Our AGM

– Investor seminars: this year we hosted two covering

ourretail parks strategy held at Orpington and our

science and technology strategy held atour

Regent’sPlace campus

Outcomes from

engagement

78%

of customers stated

BL are ‘the best’ or

‘better than most’

other providers

Value created

3.3msqft

of space leased

in the year

Outcomes from

engagement

c.50%

of share register

metand 192 investor

meetings completed

in the year

Value created

9.2%

total shareholder

return (period from

1 April 2023 to

31 March 2024)

STAKEHOLDERS CONTINUED

Our joint venture partners

Institutions we partner with on specific campuses or

standalone assets, usually where we share ownership,

returns and risk.

Why are they important?

Joint venture partners are an integral part of our

business. The strategic alliances we develop with our

partners enables us to stretch our equity, spread risk and

accelerate delivery of returns. They enable us to access

attractive investment opportunities alongside like-minded

partners with complementary skills.

What matters to them?

– Financial performance and returns

– Clear strategy and business model

– Asset management, development and property

management expertise

– Long term, collaborative and trusted relationships

– Aligned objectives and values

– Best-in-class assets

How we engage

We have developed deep and long term relationships with

our joint venture partners to ensure close alignment on

objectives. We have an open and collaborative dialogue

with each ofour joint venture partners, through:

– Regular meetings to discuss day-to-day activities

– Working groups on a project or topic basis

– Quarterly Board meetings to assess performance,

progress and agree future objectives

– Quarterly joint venture reporting

Number of joint

ventures

Value of assets in

joint ventures

£8.4bn

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Our suppliers and partners

Those who have a direct contractual relationship

with us to provide goods and services.

Why are they important?

Along with our employees, our suppliers and partners

support us in delivering for our customers. Strong

relationships with suppliers and partners ensure

sustainable, high quality delivery for the benefit of

allstakeholders.

What matters to them?

– Long term, collaborative, trusted relationships

– New business opportunities

– Fair commercial and payment terms

– Aligned objectives and values

How we engage

We encourage open and collaborative relationships

withour suppliers and partners. Their contribution and

expertise are critical to delivering our business objectives.

We do this by:

– Operating a rigorous onboarding and tendering process

– Being clear through our Supplier Code of Conduct

whatwe stand for, how we work and the commitments

we expect them to share with us in relation to social,

sustainable and ethical practices

Outcomes from

engagement

100%

of suppliers signed

up to the Supplier

Code of Conduct

Value created

through closely

working with our

supply chain we

achieved Living

Wage Employer

accreditation

Our communities and

localauthorities

People who live in and around our places and

organisations responsible for public services

andenterprises.

Why are they important?

Our places thrive when the communities in which they

operate also succeed. Local authorities are responsible

for delivering public services and facilities for our

communities. We want our places to have a positive local

impact on the community and to do this we need to have

good relationships both with our communities and local

authorities to understand local needs.

What matters to them?

– Collaboration and engagement on local initiatives

– Places that foster social connections

and enhance wellbeing

– Providing a relevant mix of services for their needs,

such as alignment on education and employment

opportunities and access to affordable space

How we engage

We are committed to making a long-lasting positive social

impact in our communities by collaboratively addressing

local priorities. We engage with our communities through:

– Our Social Impact Fund

– Volunteering and charitable donations

– Employment and apprenticeship opportunities

Outcomes from

engagement

7,000

people benefitting

from education

partnerships in

theyear

Value created

£1m

affordable space

provided to small

business and

charitiesin the year

CHIEF EXECUTIVE’S REVIEW

O U R

STRATEGY IS

DELIVERING

Simon Carter

Chief Executive

135 Bishopsgate

Broadgate

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

were 544,000 sq ft, 9.3% ahead of

ERV, with a further 806,000 sq ft

in negotiations. Key deals included

regears with Monzo Bank, Skidmore

Owings & Merrill, and a 252,000 sq

ft pre-let to Citadel at 2 Finsbury

Avenue on our Broadgate campus.

In retail, we had another record

year of leasing with new lettings

and renewals to a wide range of

retailers including Sports Direct,

Marks & Spencer, Primark, Next,

H&M and ASDA. In London urban

logistics there were successful

regears at Wembley and Enfield.

Our campuses are located close to

major transport nodes and have great

amenities, high quality sustainable

buildings, and allow occupiers to

grow and cluster close to other

businesses. Demand for this kind

of best-in-class workspace remains

strong, and as a result, vacancy across

our campuses was 4%

compared

to 9% in the wider London office

market.

This resulted in 5.4% ERV

growth on our campuses, significantly

above our guided range of 2-4%.

We also continue to see strong

demand for our retail parks due to

their affordability, adaptability and

accessibility. Underlying vacancy

on our retail parks is 1% compared

to the UK retail market vacancy

of 14%.

ERV growth in the year

was 7.2%, also significantly above

our guided range of 3-5%.

Our urban logistics portfolio is

focused on densification and

repurposing opportunities in

London. Demand is driven by the

continued rise of e-commerce, the

growth of priority delivery services

and the beneficial impact central

facilities have on transport costs,

carbon emissions and pollution.

Supply is constrained which has

resulted in an underlying vacancy

of 0.2% in our assets compared to

7.2% for the UK big box market.

This supply and demand imbalance

drove ERV growth of 10%, materially

above our guided range of 4-5%.

Strategy

In 2021 we set out a value-add

strategy focused on three segments

with the strongest operational

fundamentals – campuses, retail

parks and London urban logistics.

In FY24 we outperformed MSCI All

Property total return benchmark

by 300 bps, and on a reweighted

basis to match the British Land

Overview

Our strategy of focusing on

campuses, retail parks and London

urban logistics is delivering.

ERV growth accelerated to 5.9% in

the year, exceeding our guidance

in all sectors and resulting in an

outperformance of the MSCI All

Property total return benchmark by

300 basis points (bps). Increases

in market interest rates in the first

half of the year caused property

yields to move out, impacting our

portfolio values which declined

by 2.6% over the year. However,

in the second half of the year the

pace of yield expansion slowed

significantly with values down only

0.2%, as a 10 bps increase in yields

was offset by 2.6% rental growth.

Our operational momentum

continued, with strong leasing,

additional fee income and tight cost

control offsetting the temporary

dilutive impact on earnings of

buildings moving into development,

resulting in 2% Underlying Profit

growth. Leverage is well within

our target range, especially

at this stage in the cycle.

We are pleased with our capital

activity this year, which included the

1 Triton Square surrender and recent

joint venture with Royal London

Asset Management (Royal London),

as well as the commitment to develop

2 Finsbury Avenue following its pre-

let at record breaking rents to Citadel

Securities (Citadel). We have sold

Meadowhall 3% ahead of book value

and plan to reinvest the proceeds

into retail parks. They provide an

attractive day one cash yield given

their low capex requirements, and

at 99% occupancy, our parks are

delivering strong rental growth.

With a portfolio Net Equivalent Yield

(NEY) of 6.2%, plus 3-5% expected

rental growth and development

upside we expect to generate

attractive earnings growth and

deliver 8-10% total accounting return

per annum over the medium term.

Operational update

The operational momentum we

reported in FY23 continued in FY24,

with adjusted occupancy at 97%

and 3.3m sq ft of leasing, 15.1%

ahead of ERV. Since 31 March we

signed a further 316,000 sq ft on

our campuses, 13.1% ahead of ERV

and as of 17 May 2024 under offers

portfolio composition at the sector

level the outperformance was 800

bps. This was driven by strong

ERV growth in campuses and

retail parks. We are delivering this

outperformance versus the market

because we have deep development

and asset management capabilities,

continue to execute well, and are

in the best parts of the market.

Campuses

Best-in-class workspace

The pandemic led most companies

to re-evaluate what they wanted

from their workspace – their

conclusion: higher quality space to

attract and retain talent. Alongside

this, we identified that science and

technology was likely to be a key

growth driver of the UK economy

over the next decade, particularly

in the Golden Triangle of London,

Oxford and Cambridge. In 2021,

we set about reshaping our office

business around these trends.

At the centre of this is our very

successful campus model. Our

campuses provide the great

amenity, transport connectivity,

public realm and high quality,

sustainable buildings that businesses

are seeking post-pandemic. They

are also ideal for the clustering

and collaboration, which is key to

science and technology businesses.

Although hybrid working is here to

stay, based on a 350m sq ft sample of

global office space, CBRE found that

peak office utilisation in London is

high, in line with Singapore and Hong

Kong, at 80% of max capacity in line

with pre-covid, and ahead of Paris,

New York, Boston, and Silicon Valley.

We are seeing a similar trend on our

own campuses, where peak utilisation

increased 17% year on year.

In the past four years, the market has

seen a bifurcation in the dynamics

between best-in-class and secondary

space. Although overall market

vacancy is 9%, vacancy for best-

in-class new space is 1%.

Because

of the long timelines required to

develop buildings, there is little to no

supply in the best locations. Projects

were put on hold or cancelled during

the pandemic and in the years

thereafter as inflation pushed up

construction costs, and rising interest

rates created uncertainty around

cost of capital and exit yields.

1. Occupancy excludes recently completed

developments at Norton Folgate and

3 Sheldon Square

2. CBRE

3. Local Data Company

4. Savills: >100,000 sq ft UK

5. CBRE

6. April 2023 to April 2024

CHIEF EXECUTIVE’S REVIEW CONTINUED

7. Cushman & Wakefield

8. CBRE

9. Cushman & Wakefield

Regent’s Place

Canada Water

Over the next four years, the average

annual development pipeline in the

City is only 1.3m sq ft compared to

the 10-year annual average take up

of new or substantially refurbished

workspace of 2.1m sq ft per year

which we expect to increase given

the trend to upgrade.

In fact, under

offers in the City are at the highest

level in the last 24 years and 54%

ahead of the 10-year average.

This supply demand imbalance is

driving strong rental growth. On our

campuses, ERV increased by 5.4%

in FY24, and Cushman & Wakefield

expect rents for super prime space

in the City to grow at c.8% per

annum for the next four years.

Given these strong occupational

fundamentals, we recently committed

to a new 750,000 sq ft development

at 2 Finsbury Avenue on our

Broadgate campus, where occupancy

is 98%. 2 Finsbury Avenue is currently

the only significant committed

new development in the City to be

delivered in 2027.

This iconic scheme

will have a unique podium and dual

tower design, incorporating state of

the art, highly sustainable workspace

with expected BREEAM Outstanding,

WELL Platinum, EPC A and a

NABERS 5-star ratings. In April 2024,

we signed a pre-let with hedge fund

and financial advisory firm Citadel

to lease 252,000 sq ft of workspace,

with options to lease up to another

128,000 sq ft. The deal means that at

the point of commitment the building

is 33% pre-let at a minimum, and 50%

pre-let if the option space is taken.

2 Finsbury Avenue is expected to

deliver attractive returns with a

forecast yield on cost of 7%, profit

on cost above 20%, and a mid-teens

IRR (above our target range of 12-

14%). Together with GIC, our joint

venture partners at Broadgate, we

are exploring several capital recycling

options, including bringing in an

additional partner at 2 Finsbury

Avenue to share risk and cost and

to accelerate these returns.

Supply of best-in-class workspace

will increase to meet demand in due

course, and some occupiers may

settle for lesser quality space and

locations due to price, availability or

the need for certainty. Nevertheless,

there is a window of opportunity

to generate attractive returns over

the next three to four years, given

the strong demand and long lead

times to develop (or convert) space

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

10. Oxford Economics GVA

11. Metro Dynamics

12. Cambridge Ahead

13. Capex is 12% of net rental income for retail

parkscompared to 21% at covered centres

(MSCIfive-year average)

to the high standards of design,

sustainability and in the locations

that occupiers now favour.

Science and technology

Targeting fast growing customers is

a core part of our campus strategy.

The science and technology sector

currently represents around 15% of

the UK economy and is expected

to continue to grow rapidly.

The

UK’s leading position in AI and data

sciences is also accelerating the

pace of scientific discovery across

a broad universe which includes life

sciences but also green sciences,

physical sciences, and technology.

The UK benefits from a strong

ecosystem of academic and research

institutions and deep pool of talent,

particularly, in The Golden Triangle

(London, Oxford and Cambridge).

In London this growth is

concentrated in the Knowledge

Quarter where economic output

between 2011 and 2019 increased

by 7% per annum.

This increase in

economic activity combined with a

limited supply of best-in-class office

space has resulted in rental growth

in the Knowledge Quarter of 7%

per annum.

In Cambridge, where

employment growth was 3.5% per

year over the last 6 years, vacancy

for lab fitted space is less than 3%.

Our campus proposition is ideally

suited for this sector as it allows

businesses to cluster and have the

serendipitous encounters that are so

important in science and technology.

We already provide space, services

and amenities for customers at

different maturity stages from start-

ups, through scale-ups to global

HQ space. In addition, most of our

office buildings are well suited to

lab conversion. That’s because

they are modern, with good power,

ventilation and slab-to-slab heights.

Our operational platform is also

a competitive advantage. Storey,

our flexible office proposition, is

now six years old. Whilst there

are important differences, we’ve

found the operational experience

running Storey has been invaluable

as we’ve rolled out enabled,

fitted and serviced labs to smaller

occupiers on shorter leases.

How material can science and

technology customers be to British

Land? Our plan will flex based on

demand and returns. Today, science

and technology occupiers represent

over 20% of our campus footprint.

This could increase to around

50% by 2030 based on our 2m sq

ft innovation pipeline, and while

labs will be an important part of a

campus like Regent’s Place, they

may only represent around 15% of

our science and technology space.

We are targeting science and

technology occupiers at our

campuses at Regent’s Place, Canada

Water and the Peterhouse campus

in Cambridge. Regent’s Place is a

13 acre campus located in the heart

of London’s Knowledge Quarter,

which is home to leading research

institutions including The Francis

Crick Institute (The Crick), The

Wellcome Trust, The Alan Turing

Institute and University College

London. It is well placed to benefit

from its privileged location within

this well-established innovation

ecosystem. At Canada Water we have

53 acres of well-connected space and

are at the early stages of creating a

new cluster with the delivery of our

modular lab space. In Cambridge,

the Peterhouse campus, is a 14

acre campus, part of which is let to

ARM. In the first half of the year, we

committed to the development of the

newest part of the site, The Optic, a

96,000 sq ft office and lab building

which will be delivered in 2025

into a highly constrained market.

Networks are critical to success in

science and technology and we are

becoming the real estate partner of

choice in the Golden Triangle. We

recently announced a collaboration

with The Crick. The first phase will

be to fit out and operate a 30,000

sq ft serviced lab offer at 20 Triton

Street at Regent’s Place, which is

due to be delivered by the end of

2024. The Crick will bring a pipeline

of customers and its operational

expertise to help create a first of its

kind facility in London, providing

highly serviced fitted lab and

office space with shared facilities

for customers, as well as access to

The Crick’s scientific expertise.

This collaboration builds on the

Memorandum of Understanding

with University College London

(UCL) signed in May 2023, which

gives our occupiers access to UCL’s

technical services and facilities

and creates the opportunity

for British Land to support the

growth of UCL spin outs. These

partnerships further consolidate

Regent’s Place as an outstanding

science and technology hub.

We recently announced a joint

venture with Royal London at 1 Triton

Square at Regent’s Place. It will be a

world class science and technology

building with a highly flexible design,

offering a mix of fitted and lab

enabled space as well as the potential

to incorporate serviced offices to

accommodate flexible requirements

at the lower levels, whilst retaining

best-in-class office space on upper

floors. The joint venture enables

us to accelerate returns and is an

example of how we actively recycle

capital. British Land received gross

proceeds of £193m from the sale

of a 50% share of the building,

in addition to a £149m surrender

premium already received from Meta.

The combination of the surrender

premium, joint venture formation

and subsequent fit out and leasing is

expected to deliver an IRR over 30%.

Retail parks

The second strand of the strategy we

set in 2021, was to grow our exposure

to retail parks. We could see from

our leasing activity that retail parks

had become the preferred physical

retail format for an increasing

number of retailers due to the three

“A’s” – affordability, accessibility and

adaptability. The affordability of retail

property is generally assessed by

the occupancy cost ratio – rent, rates

and service charge as a percentage

of total sales. A combination of

reduced rents, lower business rates,

already low service charges and

robust sales reduced this ratio from

17.7% in 2016 to 8.9% now – at this

level a very broad range of retailers

can trade profitably. Retail parks are

highly accessible for consumers as

they are typically located on major

arterial roads on the outskirts of

towns and cities with ample free

carparking. This makes them ideal

not only for shopping, but for click

and collect, returning goods to store

and increasingly shipping from store.

The adaptability of a retail park unit

is an important feature for retailers

who face significant challenges

in remodelling stores on the high

street and in shopping centres.

These occupational fundamentals

combined with low capital

expenditure requirements, which

are around half of that of shopping

centres, and pricing below

replacement cost make retail

parks an attractive investment.

Consequently, we have been

increasing our exposure to parks and

have invested £410m since 2021 at

an attractive blended yield of7.8%.

Over the last three years retail parks

have been the best performing

subsector in UK real estate, and we

delivered a total property return of

11.6% per annum, outperforming the

wider retail park sector by 440 bps.

We are sometimes asked whether

the outperformance of retail parks is

just an overhang from Covid because

they are open air and were perceived

to be safer to visit. Our view is that it

is a permanent structural shift driven

by the three “A’s” above. Affordability

is driving incremental demand from

discounters and essential retailers

and accessibility and adaptability

are key for the multichannel retailers.

This is borne out by statistics on UK

store closures and openings. Since

2016 there have been net closures

of -4,327 and -1,195 on the high

street and within shopping centres

respectively, but +615 net store

openings at retail parks, reflecting

this incremental demand.

London urban logistics

Our urban logistics strategy is to

deliver new space in London by

repurposing assets, like the Finsbury

Square carpark, or densifying existing

industrial land with multistorey

schemes like our Mandela Way

scheme in Southwark. Strong demand

is underpinned by the growth of

e-commerce and rising customer

expectations on the speed and

convenience of deliveries. Occupiers

want to optimise their distribution

operations and lower costs, while at

the same time reducing their carbon

footprint and pollution by using

e-bikes and e-vehicles for the last mile

logistics. Over the last two decades,

significant amounts of industrial space

in London have been converted to

other uses, which combined with

strong demand has led to very low

vacancy of 0.8% in inner London.

This backdrop plays well to our

planning expertise and track record of

delivering complex developments in

London. Our London urban logistics

development pipeline has a gross

development value of £1.5bn.

During the year we have received

planning consents for our schemes at

The Box in Paddington, Mandela Way

in Southwark, Thurrock and Heritage

House in Enfield. We also submitted

plans for approval of our scheme in

Verney Road in Southwark. Although

exit yields and construction costs

are higher, returns still look strong

as we have been able to mitigate

these headwinds by increasing

the massing of schemes and rents

have grown faster than expected.

Capital allocation

Actively recycling capital is an

important way we create value.

We dispose of non core and dry

assets and redeploy capital into

opportunities with higher returns,

namely retail parks acquisitions

and our development pipeline

in campuses and London urban

logistics. We also use joint ventures to

accelerate returns, stretch our equity,

share risk and earn attractive fees.

Since we launched our new strategy,

capital activity totalled £3.5bn,

of which £1.7bn were offices sold

at an average yield of 4.5%. We

have reinvested proceeds into

developments, an early re-entry

into retail parks in 2021 and our

London urban logistics pipeline.

These transactions have reshaped

our portfolio which is now 93%

focused on our chosen sectors of

campuses, retail parks and London

urban logistics and we will continue

to actively recycle capital as we

see opportunities to create value.

In FY24, disposals totalled £410m

from assets sold at 11% above book

value on average. These transactions

include the joint venture with Royal

London to accelerate returns and

share risk at 1 Triton Square as well as

disposing of non core assets including

an office and data centre portfolio.

On 20 May 2024 we announced the

sale of our 50% stake in Meadowhall

Shopping Centre (Meadowhall) to

our partner Norges Bank Investment

Management (Norges) for £360m.

This follows the sale of some ancillary

land for £7m (British Land share)

earlier this year. Together these deals

value the entirety of the Meadowhall

Estate at £734m, 3% above the

September 2023 book value.

As we continue to recycle capital,

our priorities for capital allocation

remain unchanged. The resilience

of our balance sheet is of utmost

importance as it gives the ability

to navigate macroeconomic

uncertainties and the flexibility to

invest in opportunities as they arise.

Our pro forma LTV including the sale

of Meadowhall is 34.6%, with FY24

at 37.3% (FY23 36.9%). Pro forma

Group Net Debt to EBITDA was 6.4x,

with FY24 at 6.8x (FY23 6.4x), with

£1.9bn of undrawn facilities and cash

at 31 March 2024. In August 2023,

Fitch affirmed our Senior Unsecured

credit rating at ‘A’ with stable outlook.

We will continue to buy retail parks

opportunistically. They have strong

occupational fundamentals, values

below replacement costs, attractive

yields and are earnings accretive

upon acquisition. Developments

have created significant value for

us over the years and we have

adjusted our return and yield on

cost requirements to reflect the

higher interest rate environment,

which has also increased exit yields

and finance costs. Our pipeline is

focused on campuses and London

urban logistics, both subsectors

where the supply of new schemes

is constrained. As a result, we are

securing higher than expected rents,

which combined with construction

costs levelling off, is resulting in

returns above our investment hurdles.

This year we committed to The

Optic, a lab enabled building at our

Peterhouse campus in Cambridge

and Mandela Way, a multistorey

urban logistics scheme in Southwark.

More recently we committed to 2

Finsbury Avenue, a best-in-class office

scheme on our Broadgate campus.

We also remain committed to

shareholder distributions. Our

dividend policy is to pay 80% of

underlying EPS and we consider

other shareholder distributions

as and when appropriate.

Sustainability

We have made good progress against

our Sustainability Strategy in FY24.

The percentage of the portfolio

which is rated EPC A or B increased

to 58%, up from 45% at FY23, and

is expected to increase to around

64% in FY25.

We expect to meet

the proposed Minimum Energy

Efficiency Standard of EPC ‘B’ by

2030, the cost of this is estimated

to be around £100m, of which two

thirds will be recovered through the

service charge. Since FY19 we have

spent a cumulative £18m on these

initiatives, 63% of which has been

recovered via the service charge.

CHIEF EXECUTIVE’S REVIEW CONTINUED

14. Local Data Company

15. Savills

16. Measured by ERV

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Outlook

In the past 12 months macroeconomic

and geopolitical uncertainty has

remained high. However, inflation

has declined, and markets are now

anticipating interest rate cuts.

Consequently, yield expansion in the

portfolio slowed significantly in the

second half and strong rental growth

meant values were broadly flat.

Our base case is that we will be

operating in a more supportive

economic environment over the

next 12 months than we have seen

in the last two years. With inflation

lower, the next move in the base

rate is likely to be down rather than

up and although UK GDP growth is

expected to be modest at best, most

forecasts are for it to be positive.

Unemployment is expected to remain

low which should be supportive of

demand for best-in-class workspace

at our campuses as businesses

continue to focus on attracting and

retaining talent in a competitive

jobs market. The return of real wage

growth should provide valuable

breathing space for consumers,

supporting our retail parks business.

The momentum we are seeing

in the business combined with

strong occupational fundamentals

underpin our ERV guidance of

3-5% in each of our markets.

We recognise geopolitical risk

remains elevated, but we take

comfort from our strong operational

performance over the last 24 months.

With a portfolio NEY of 6.2%,

strong rental growth prospects and

development upside we expect to

deliver 8-10% total accounting return

per annum over the medium term.

Simon Carter

Chief Executive

We are a global leader in sustainable

development, retaining our GRESB

5* rating and achieving a score

of 99/100, whilst our standing

investments achieved a rating

of 5* up from 4* in FY23. We

have also achieved Living Wage

accreditation. We recognise that

people are key to the success of

our business and have always paid

at least the real Living Wage to our

direct employees and across our

developments. The accreditation

reflects the work we have done

in recent years to encourage our

supply chain to do the same.

Another highlight during the year

was the introduction of a new social

value target to generate £200m of

direct value by 2030 of which 50%

is social value and 50% is economic

value. We will target an additional

£100m of indirect social value.

These targets provide a financial

value to the outcomes of our social

sustainability programmes and

further embed social impact into

everything we do. Progress will be

reported annually, providing a clear

and transparent methodology that

demonstrates how the social and

economic impact is quantified.

Board

During the year we have had a

series of changes to the Board.

William Rucker has been appointed

as Chair Designate to succeed Tim

Score who will step down after

the 2024 AGM after 10 years on

the Board and five years as Chair.

I would like to thank Tim for his

excellent advice and support during

his tenure as Chair and welcome

William, whose experience and

insights will be very valuable as we

continue to execute our strategy.

I would like to extend a warm

welcome to Amanda Mackenzie,

Mary Ricks and Amanda James who

have been appointed as independent

Non-Executive Directors. The Board

will benefit hugely from the depth

and breadth of their experience.

I would also like to thank Laura

Wade-Gery for her significant

contribution; she will step down

as Non-Executive Director in July

at the 2024 AGM after nine years

on the Board and we wish her well

in her future endeavours. Amanda

Mackenzie will become Chair of

the Remuneration Committee at

the conclusion of the 2024 AGM.

3 Sheldon Square

Paddington

BUSINESS REVIEW

Key metrics

Year ended

31 March

2024

31 March

2023

Portfolio valuation £8,684m £8,898m

Occupancy

97.2%

96.7%

Weighted average lease length to first break 5.2 yrs 5.7 yrs

Total property return 2.0% (9.5)%

– Yield shift +33 bps +7 1 bps

– ERV movement 5.9% 2.8%

– Valuation movement (2.6)% (12.3)%

Lettings/renewals (sq ft) over 1 year 2.8m 2.6m

Lettings/renewals over 1 year vs ERV +15.1% +15.1%

Gross capital activity

£869m £1,225m

– Acquisitions £55m £148m

– Disposals £(410)m £(729)m

– Capital investment £404m £348m

Net investment/(divestment) £49m £(233)m

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

1. Where occupiers have entered CVA or administration but are still liable for rates, these are treated as occupied. If units in administration are treated as vacant,

then the occupancy rate would reduce to 96.8%, excluding recently completed developments

2 Occupancy excludes recently completed developments at Norton Folgate and 3 Sheldon Square

3. Excludes the sale of Meadowhall Shopping Centre post year end

Portfolio performance

At 31 March 2024

Valuation

£m

Valuation

movement

ERV

movement

Yield shift

bps

Total

property

return

Net

equivalent

yield

Campuses 5,278 (5.3) 5.4 +50 (2.3) 5.5

Central London 4,613 (4.9) 5.6 +50 (1.8) 5.5

Canada Water & other Campuses 514 (13.1) (0.2) +46 (12.4) 6.0

Retail & London Urban Logistics 3,406 2.1 6.3 +15 9.6 7.0

Retail Parks 2,128 2.7 7.2 +12 10.0 6.7

Shopping Centres 753 0.8 5.2 +19 10.8 8.1

London Urban Logistics 313 3.7 10.0 +24 6.5 4.9

Total 8,684 (2.6) 5.9 +33 2.0 6.2

See supplementary tables (pages 228 to 235) for detailed breakdown

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

The value of the portfolio was down

2.6% driven by yield expansion of

33 bps across the portfolio. There

has been a notable slowdown in

outward yield shift in H2 of 10 bps,

compared to H1 where yields moved

out by 23 bps. This was partly

offset by positive ERV growth of

5.9%, with positive ERV movement

across all major subsectors.

Campus valuations were down

5.3% over the year but this decline

slowed to -1.5% in H2 compared to

-4.0% in H1. The value of our West

End portfolio was down 2.5% and

City portfolio down 6.9%, reflecting

yield expansion of 52 bps and 48

bps respectively. While investment

markets continue to see low levels

of transactions, there continues to

be strong occupational demand

for new, best-in-class buildings,

located next to transport hubs with

strong sustainability credentials.

This has led to ERV growth of

5.4% across campuses, with 7.1%

and 4.2% ERV growth in our West

End and City office portfolio

respectively, reflecting leasing

activity and limited supply.

The value of our retail park portfolio

is up 2.7% in the year, with strong

ERV growth of 7.2%, driven

by occupier demand and high

occupancy on our parks, offsetting

marginal outward yield shift of

12 bps. Yields in H2 stabilised.

The value of our shopping centres

was marginally up by 0.8% with

a 5.2% increase in ERV offsetting

yield expansion of 19 bps. London

urban logistics values increased

by 3.7%, with a significant increase

in ERV of 10.0% offsetting

outward yield shift of 24 bps.

Campus offices outperformed the

MSCI benchmark for All Offices

and Central London Offices by

700 bps and 480 bps respectively

on a total return basis for the

year ended 31 March 2024. Retail

parks outperformed the MSCI All

Retail Park benchmark on a total

return basis by 840 bps and urban

logistics outperformed the MSCI

industrials benchmark by 210 bps.

Our portfolio overall outperformed

the MSCI All Property total return

index by 300 bps over the year and

by 800 bps on a reweighted basis.

The total gross value of our capital

activity in the year was £0.9bn. The

most significant transaction in the

year was the sale of our 50% stake

in 1 Triton Square to Royal London

for £193m. Post period end, we

exchanged on the sale of our 50%

stake in the Meadowhall to our

partner Norges for £360m. This

follows the sale of some ancillary

land for £7m (British Land share)

earlier this year. Together these

deals value the entirety of the

Meadowhall Estate at £734m, 3%

above September 2023 book value.

Capital activity

From 1 April 2023

Campuses

£m

Retail &

London

Urban

Logistics

£m

Total

£m

Purchases – 55 55

Sales

(354) (56) (410)

Development Spend 344 10 354

Capital Spend 42 8 50

Net Investment 32 17 49

Gross Capital Activity 740 129 869

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding

non-controlling interests

1. Excludes the sale of Meadowhall Shopping Centre post period end

Paddington Central

We continue to be disciplined in our

approach to capital recycling within

the portfolio. Since April 2023, we’ve

disposed of non core assets including

six office and data centres for £125m,

reflecting a net initial yield (NIY) of

4.6%, 13% ahead of book value as

well as superstores in Burton on Trent

and Coleraine for £8m and £10m.

Wecontinue to grow our exposure

toretail parks, purchasing Westwood

Retail Park in Thanet for £55m, for a

net initial yield of 8.1%, which benefits

from excellent accessibility and is

let to a strong mix of retailers.

BUSINESS REVIEW CONTINUED

CAMPUSES

100 Liverpool Street

Broadgate

Regent’s Place

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Paddington Central

Canada Water

BUSINESS REVIEW CONTINUED

Campuses

Key metrics

Year ended

31 March

2024

31 March

2023

Portfolio valuation £5,278m £5,650m

Occupancy

95.8% 96.2%

Weighted average lease length to first break 5.8 yrs 7.2 yrs

Total property return (2.3)% (11.9)%

– Yield shift +50 bps +70 bps

– ERV growth 5.4% 2.6%

– Valuation movement (5.3)% (13.1)%

Total lettings/renewals (sq ft) 679,000 1,037,000

Lettings/renewals (sq ft) over 1 year 561,000 777,000

Lettings/renewals over 1 year vs ERV +8.7% +11.0%

Like-for-like income

+4% +3%

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding

non-controlling interests

1. Occupancy excludes recently completed developments of Norton Folgate and 3 Sheldon Square

2. Like-for-like excludes the impact of surrender premia, CVAs & admins, provisions for debtors and

tenantincentives, and Storey. Including Storey, campus like-for-like income would be +1% in FY24

and+7% for FY23

Across our standing portfolio,

we benefit from a diverse group

of high quality customers across

financial, corporate, science, health,

technology and media sectors.

Broadgate

Broadgate saw a valuation decline

of 6.2% driven by outward yield shift

of 45 bps, offset by ERV growth

of 4.4%. Occupancy remains high

at 98%, reflecting the high quality

of the space, amenities and public

realm and its central location.

Leasing activity (excluding Storey)

covered 328,000 sq ft, of which

304,000 sq ft were long term deals,

5.3% ahead of ERV. Significant deals

include regears to Monzo Bank at

Broadwalk House covering 83,000

sq ft and the Bank of Nova Scotia at

201 Bishopsgate covering 39,000

sq ft. New lettings have also been

signed with Steamship Mutual, which

signed for 25,000 sq ft of newly

refurbished space at 155 Bishopsgate

and Vorboss which has signed

29,000 sq ft at 10 Exchange Square.

Post period end, we have also

signed a pre-let with Citadel for

252,000 sq ft of workspace at 2

Finsbury Avenue, with options to

lease up to another 128,000 sq

ft. The deal means the building is

already 33% pre-let at a minimum,

and 50% pre-let if the option

space is taken, at a record headline

rent for the City. Simultaneously,

we have committed to the 2

Finsbury Avenue development.

We are making good progress on

asset management initiatives to

improve the sustainability credentials

of several buildings onthe campus.

10 Exchange Square, 199 and 201

Bishopsgate have all achieved

EPC ‘B’ ratings due to building

improvements including air source

heat pumps, air handling unit

improvements and LED lights.

Our social impact initiatives continue

to focus on forging connections

between our occupiers and local

communities and we were pleased

to have run a successful pilot of the

Social Mobility Business Partnership’s

Insights and Skills Programme

alongside one of our occupiers.

Through the Young Readers

Programme, in partnership with the

National Literacy Trust, 32 school

children participated in activities

across the campus. This year we

published a socio economic report

quantifying £10m of economic value

generated over the last 10 years

from our long running dedicated

employment programme Broadgate

Connect, and in the last year,

54 people have benefitted from

meaningful employment support.

Regent’s Place

Regent’s Place valuation was

marginally down 0.7%, driven by

outward yield shift of 50 bps which

was offset by strong ERV growth of

6.9%. Declining values in the first half

were partly reversed by an increase

in value of 0.9% in H2, as a result of

our 50% sale of 1 Triton Square to

Royal London and our partnership

with The Crick at 20 Triton Street.

Occupancy at the campus is 94.5%.

Leasing activity in the year (excluding

Storey) covered 59,000 sq ft, of

which 51,000 sq ft were long term

deals, 13.1% ahead of ERV. Key

deals include lease renewals with

Digital Cinema Media and Alpha

Real Capital covering 7,600 sq ft

and 7,300 sq ft respectively and a

new letting with affordable housing

provider, The Guinness Partnership,

which signed 15,000 sq ft of

workspace at 350 Euston Road.

Regent’s Place continues to gain

momentum as a life sciences and

innovation hub. At 1 Triton Square,

alongside our JV partners Royal

London, we are progressing

designs to repurpose the building

for innovation and life sciences

occupiers, including adding lab space

and Storey on the bottom floors

Campus operational review

Campuses were valued at £5.3bn,

down 5.3%. This was driven by yield

expansion of 50 bps, which was

partly offset by ERV growth of 5.4%.

Lettings and renewals (including

Storey) totalled 679,000 sq ft, 8.7%

ahead of ERV and 13.4% above

previous passing rent. Weighted

average lease length is 5.8 years.

Post period end, we have completed

316,000 sq ft of deals, 13.1% ahead

of ERV, and are under offer on a

further 544,000 sq ft, 9.3% ahead

of ERV, with a further 806,000

sq ft in negotiations. Occupancy

at our campuses is 95.8%.

Campus like-for-like income growth

(excluding Storey) was +4% in

the year driven by strong leasing

and asset management activity

across all three London campuses.

At Storey, we saw -18% like-for-

like growth in the year. Whilst this

was in part a consequence of the

timing of lease events, which by

their nature, can create fluctuations

to our income, the key driver was

one off cost rebates made in the

prior period. Storey occupancy is

now at our target of 90%. Looking

ahead, we expect strong ERV

growth to drive future like-for-like

performance across our campuses.

Our campuses provide the great

amenity, transport connectivity,

public realm and high quality

sustainable buildings that businesses

are seeking post-pandemic.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

whilst retaining best-in-class office

space on upper floors. This year

we announced a collaboration with

The Crick, to partner on a 30,000

sq ft fitted lab offer at 20 Triton

Street, which is due to be delivered

later this year. The Crick will bring

its operational expertise to help

create the first of its kind facility in

London, which will provide highly

serviced fitted lab and office space

with shared facilities for customers,

as well as access to The Crick’s

scientific expertise. This collaboration

builds on the Memorandum of

Understanding with UCL, signed

in May 2023, which gives our

occupiers access to UCL’s technical

services and facilities and creates

the opportunity for British Land to

support the growth of UCL spin outs.

Our social impact initiatives at

Regent’s Place include partnering

with Hypha Studios, a charity

matching creatives with empty

spaces across London. The

organisation opened at a vacant

retail unit in Euston Tower, which

will feature exhibitions from local

artists. This builds on our focus on

affordable space and the addition

of Little Village, a baby bank

providing essentials for families

living in poverty, opening on the

campus. Our partnership with

Rebel Business School taught 127

entrepreneurs how to test their new

business ideas. Through the Young

Readers Programme, in partnership

with the National Literacy Trust,

183 school children participated

in activities across the campus.

Paddington Central

Paddington Central saw valuation

declines of 10.7% driven by outward

yield shift of 74 bps. This has been

partially offset by ERV growth of

10.4%, largely due to development

and leasing progress at 3 Sheldon

Square. Occupancy at the campus

remains high at 99.5%.

Given we are virtually full, leasing

activity (excluding Storey) covered

44,000 sq ft, all of which were

long term deals, 7.9% ahead of

ERV. There is a further 131,000 sq

ft under offer, 8.6% ahead of ERV.

The most significant development

on the campus this year was the

delivery of 3 Sheldon Square which

completed in February 2024. The

building has an all electric design and

is rated EPC A and the development

completed with a low embodied

carbon intensity at 124kg CO2e per

sqm. The building is already 65% let

to Virgin Media O2 and we are under

offer on a further 27,000 sq ft to a life

sciences occupier, which would take

the building to 86% let or under offer.

As part of our social impact

initiatives, we continue to provide

affordable space to the Ukrainian

Institute to run their English language

courses. To date, the classes have

benefitted 965 displaced Ukrainians.

In partnership with occupiers on

the campus, we hosted Mastering

My Future insight days for 26 young

people to experience different

careers at Paddington Central.

Through the Young Readers

Programme, in partnership with

the National Literacy Trust, 122

school children participated in

activities across the campus.

Storey: our flexible workspace offer

Storey is a key part of our campus

proposition and provides occupiers

with the flexibility to expand

and contract depending on their

requirements. The quality of the

space, central location and access to

campus amenities make the space

appealing to scale up businesses

and overseas businesses looking to

open a UK Headquarters. Customers

on our campuses also benefit from

access to ad hoc meeting and events

space at Storey Club and this service

is an increasingly important factor

when making workspace decisions.

Storey is currently operational

across 343,000 sq ft. We recently

completed 35,500 sq ft at 201

Bishopsgate on our Broadgate

campus and 7,500 sq ft at 2 Kingdom

Street on our Paddington campus.

Storey leasing activity covered

134,000 sq ft in the year at a 30%

premium to traditional rents. Post

period end, we have exchanged a

further 3,200 sq ft of space and we

are under offer on a further 13,400 sq

ft. Occupancy is at our target of 90%.

Canada Water

The valuation of Canada Water

declined 14.1%, driven by 35 bps

outward yield shift on the offices.

The first phase of the Canada Water

development, which comprises a

mix of workspace, retail, leisure

and residential is progressing well.

Roberts Close (K1), which consists

of 79 affordable homes pre-

purchased by the London Borough

of Southwark, achieved practical

completion in January 2024. 1-3 Deal

Porters Way (A1), which is a mix of

186 residential units (The Founding)

and workspace and The Dock Shed

(A2), workspace with a leisure centre

on the ground floors is due to be

ready for occupation in 2025.

We are targeting rents on the

workspace from £50 psf. Residential

sales for The Founding launched

in February 2023 and current

sales are above targeted pricing

levels, achieving in excess of

£1,250 psf, which is attractive

relative to competing schemes.

The London Borough of Southwark

held an initial 20% interest in the

scheme and has the ability to

participate in the development up

to a maximum of 20% with returns

pro-rated accordingly. Although it

has elected not to fully participate in

Phase 1, Southwark pre-purchased

the affordable homes at Roberts

Close and part funded the 55,000 sq

ft leisure centre in The Dock Shed.

In the year, we submitted our revised

plans for a cultural and office scheme

at the Printworks, in addition to

agreeing terms with Broadwick Live

to operate the cultural part of the

Printworks. Demolition works have

commenced to prepare the site for

when we place a build contract.

This, together with the planning

permissions received in July 2022 for

Zones L and F, represent the range of

options available for the next phase

of the Canada Water Masterplan.

We also achieved planning consent

for Zone G of the Masterplan, which

includes a replacement Tesco store,

residential including affordable

housing, some smaller flexible retail

space and a new 3.5 acre public park.

Building on the success of the

TEDI modular campus we recently

completed the build of a 33,000

sq ft modular innovation campus

on the site. We are seeing good

interest in this space from a

range of science and technology

businesses. We have signed deals

with CheMastery, a startup aiming to

increase the efficiency of chemical

research and manufacturing and

Prosemino, a venture builder

committed to addressing climate

change by co-founding and building

innovative early-stage clean

energy technology companies.

Canada Water is well located to

cater to science and technology

businesses, due to its proximity to

three leading teaching and research

hospitals including Guy’s Hospital

in London Bridge, St Thomas’

Hospital in Waterloo and King’s

College Hospital in Denmark Hill.

1. Occupancy excludes the recently completed

development of 3 Sheldon Square

BUSINESS REVIEW

CONTINUED

R E TAI L A N D

U R BA N

LOGISTICS

Whiteley

Fort Kinnaird

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Fort Kinnaird

Mandela Way

CGI

Teesside Park

Retail parks

We continue to see significant

leasing momentum across our retail

parks with 1.5m sq ft of deals signed

in the year, 19.9% above ERV and

5.1% below previous passing rent,

compared with -9.7% in FY23. We

have a further 282,000 sq ft under

offer, 19.2% above ERV. Occupancy

remains high at 99%, reflecting

strong demand and limited supply.

Retail parks are the preferred format

for a wide range of customers

due to the format’s affordability,

adaptability and accessibility, which

in September, led us to upgrade

ERV growth guidance from 2-4% to

3-5%, which we have exceeded.

We continue to see excellent leasing

activity on our parks, with 57% of

deals done in the year being repeat

business. These include six deals with

JD Sports totalling 58,000 sq ft and

six transactions with Frasers Group

totalling 104,000 sq ft, including

91,000 sq ft with Sports Direct and a

12,500 sq ft Flannels at Teesside Park.

Marks & Spencer continue to expand

on retail parks with two upsizes at

Doncaster and Swindon totalling

94,000 sq ft and Asda signed four

lease renewals totalling 88,000 sq ft.

New entrants to the retail park format

include Hotel Chocolat, which signed

three new leases covering 10,000

sq ft and In Health which signed

5,000 sq ft at Denton, representing

the first medical diagnostics letting

on our parks. Other notable lettings

this year include Primark signing

for 23,000 sq ft at Glasow Fort. At

Teesside Park, we’ve had very strong

leasing in the year with 343,000

sq ft of new letting and renewals,

including Sports Direct doubling in

size to 25,000 sq ft; a new 12,500

sq ft letting to Flannels and 43,000

sq ft to value retailer B&M.

Our Really Local Stores social

sustainability initiative, which gives

local makers access to affordable

space, operated at five of our

retail assets in FY24 including Fort

Kinnaird and Ealing Broadway.

Shopping centres

We continue to actively manage

our shopping centres improving

occupancy and driving rents forward.

We have completed 737,000 sq ft

of deals, on average 19.5% ahead

of ERV and 0.5% above previous

passing rent. This activity improved

occupancy which is now at 97.5%.

We prefer the occupational

fundamentals of retail parks and have

said we will reduce our exposure

to covered centres at the right

time and price. In line with this, we

announced the sale of our 50% stake

in Meadowhall to our partner Norges

for £360m. This follows the sale of

some ancillary land for £7m (British

Land share) earlier this year. Together

these deals value the entirety of the

Meadowhall Estate at £734m, 3%

above September 2023 book value.

BUSINESS REVIEW CONTINUED

Retail & London urban logistics

Key metrics

Year ended

31 March

2024

31 March

2023

Portfolio valuation £3,406m £3,248m

– Of which Retail Parks £2,128m £1,976m

– Of which Shopping Centres £753m £746m

– Of which London Urban Logistics £313m £263m

Occupancy

98.5% 97. 3%

Weighted average lease length to first break 4.7 yrs 4.6 yrs

Total property return 9.6% (5.0)%

– Yield shift +15 bps +72 bps

– ERV growth 6.3% 3.0%

– Valuation movement 2.1% (10.9)%

Total lettings/renewals (sq ft) 2,628,000 2,395,000

Lettings/renewals (sq ft) over 1 year 2,282,000 1,808,000

Lettings/renewals over 1 year vs ERV +17. 8% +18.8%

Like-for-like income

+1% +5%

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

1. Where occupiers have entered CVA or administration but are still liable for rates, these are treated as occupied. If units in administration are treated as vacant,

then the occupancy rate for Retail would reduce from 98.5% to 97.7%

2. Like-for-like excludes the impact of surrender premia, CVAs & admins and provisions for debtors and tenant incentives

Retail & London urban logistics

operational review

Valuations in these subsectors

increased by 2.1% in the year, with

retail parks and London urban

logistics values up 2.7% and

3.7% respectively, outperforming

shopping centres, which were

marginally up by 0.8%. Average

rental growth across the three

subsectors was 6.3% in the year,

more than doubling the 3.0% growth

delivered in FY23, which offset

yield shift of 15 bps. Retail parks

rental growth of 7.2% is stronger

than shopping centres at 5.2%.

We continue to lease well, with 2.6m

sq ft of deals signed in the year, 1.5m

sq ft of these were at our retail parks.

Retail and London urban logistics

deals completed over the year were

17.8% ahead of ERV and 3.1% above

previous passing rent. Occupancy

across the three subsectors remains

high at 98.5%. Like-for-like income

was up 1% as we filled vacant

space in our shopping centres,

which helped to offset negative

reversion coming through on some

older leases. We expect strong

leasing ahead of ERV to increase

like-for-like growth next year.

Weighted average lease length is

4.7 years. In the year, we agreed

773,000 sq ft of rent reviews, 0.3%

above previous passing rent across

all three subsectors. In total, we

have 493,000 sq ft of deals under

offer, 17.9% above March 2023 ERV.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

London urban logistics

In London urban logistics we have

assembled a 2.3m sq ft pipeline

with a GDV of £1.5bn. This year we

started on site at Mandela Way in

Southwark, building a 144,000 sq

ft multistorey scheme in Central

London. In addition, we have

achieved planning consent for four

out of seven schemes including

The Box in Paddington, Mandela

Way in Southwark and Heritage

House in Enfield this year, and have

submitted planning for a second

multistorey scheme at Verney Road

in Southwark. We have completed

230,000 sq ft of lettings and

renewals, 102% above previous

passing rent and 7% above ERV.

Glasgow Fort

The Box, Paddington

CGI

Retail footfall and sales

02 April 2023 – 31 March 2024

% of 2023

Performance vs

benchmark

2,3

Footfall

– Portfolio 100.2% -120 bps

– Retail Parks 100.3% -110 bps

Sales

– Portfolio 103.9% 100 bps

– Retail Parks 105.4% 250 bps

1. Compared to the equivalent weeks in 2022/23

2. Footfall benchmark: Springboard overall

3. Sales benchmark: BRC UK total instore retail sales

BUSINESS REVIEW CONTINUED

Completed Developments

As at 31 March 2024 Sector

BL Share

100% sq ft

‘000

PC Calendar

Year

ERV

£m

3 Sheldon Square Office 25 140 Q1 2024 2.6

Norton Folgate Office 100 335 Q4 2023 25.7

Roberts Close (Plot K1) Residential 50 62 Q1 2024 –

Total Completed 537 28.3

Developments

At 31 March 2024

Sq ft

‘000

Current

Value

£m

Cost to

complete

£m

ERV

£m

ERV Let &

under offer

£m

Committed 2,273 648 639 87.4 28.4

Near term 976 253 286 39.8 –

Medium term 7,723 960 3,484 272.4 –

Total pipeline 10,972 1,861 4,409 399.6 28.4

On a proportionally consolidated basis including the Group’s share of joint ventures (except area which is shown at 100%)

Development Pipeline

Developments are a key driver of

long term value creation for British

Land. Altogether, we expect our

development pipeline to deliver

profits of around £1.4bn. Against

abackdrop of higher interest rates,

which have pushed yields out and

impacted funding costs, we have

increased the return hurdles for our

new developments. We now target

IRRs of 12-14% on our campuses

and mid teens on our London urban

logistics developments. Because

we are in the right parts of our

markets with good supply demand

tension, we are securing higher

rents. Construction cost inflation

appears to be levelling off and higher

funding costs have resulted in limited

new supply coming on stream.

We expect our committed and

recently completed developments,

in addition to asset management

initiatives, to deliver 4.5p of future

earnings per share growth, with 2.4p

being delivered in FY26 alone.

We are currently on site with 2.3m

sq ft of space, which will target

BREEAM Outstanding (for offices)

and Excellent (for retail), delivering

£87.4m of ERV, with 33% already pre-

let or under offer. Excluding build to

sell residential and retail space, which

we will let closer to completion, we

are 36% pre-let or under offer by

ERV. Total development exposure

is now 7.6% of portfolio gross asset

value. Speculative exposure, which

is based on ERV and includes space

under offer, is 9.6% and within our

internal risk parameter of 12.5%.

Development valuations were down

2.4% driven primarily by outward

yield shift.

Our committed pipeline stands

at 2.3m sq ft. In the year we

have committed to Mandela Way

delivering 144,000 sq ft of urban

logistics space across four floors

in Southwark and The Optic,

delivering a 96,000 sq ft office

and lab building on our Peterhouse

campus, the only speculative office

development to be delivered in

Cambridge in 2025. Post period end,

we committed to 2 Finsbury Avenue

delivering 750,000 sq ft of best-

in-class workspace at Broadgate.

We are also on site with an 84,000

sq ft development at The Priestley

Centre in Guildford, which will be a

mix of innovation and lab-enabled

space. The building is already 62%

pre-let to LGC, a leading global

life sciences company, ahead

of completion in Q2 2024.

The development of 1 Broadgate is

progressing on programme and the

office space is fully pre-let or under

option to JLL and Allen & Overy,

demonstrating the strong demand for

best-in-class, sustainable buildings.

We are making good progress on

the development of the first phase

of Canada Water, which comprises

three buildings covering 578,000 sq

ft. The first building, Roberts Close

is now complete, and the remaining

two buildings, 1-3 Deal Porters Way

and The Dock Shed, are due to be

ready for occupation in 2025. We are

targeting BREEAM Outstanding on

all the commercial space, BREEAM

Excellent on retail and a minimum of

HQM One 4*

for private residential.

The development of phase 2 at

Aldgate Place is progressing to

plan. The scheme comprises 159

premium rental apartments with

19,000 sq ft of office space and

8,000 sq ft of retail and leisure

space. It is well located, adjacent to

Aldgate East and between Liverpool

Street and Whitechapel stations.

Completion is expected in Q2 2024.

We completed three developments

totalling 537,000 sq ft in the year.

3Sheldon Square reached practical

completion in February 2024. The

building is one of our most

sustainable refurbishments ever,

withan all electric design and EPC A

rating. Norton Folgate completed in

December 2023. We have let 42% of

the space including 115,000 sq ft to

law firm Reed Smith and 20,000 sq ft

to Swiss high performance

sportswear brand, On Running. We

have commenced fit out of 67,000 sq

ft of fully fitted floors, which are likely

to be let closer to completion of the

fit out later this year.

1. Committed (including post period end commitment of 2 Finsbury Avenue) and completed developments including near termdevelopment of 1 Triton Square

2. The Home Quality Mark is an independently assessed certification scheme for new homes, with a simple star rating based on a home’s design, construction and

sustainability. Every home with an HQM certificate meets standards that are significantly higher than minimum standards such as Building Regulations

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Near Term Pipeline

Our near term pipeline covers

976,000 sq ft. At 1 Triton Square, we

are progressing designs to repurpose

the building for innovation and

life sciences occupiers, including

adding lab space and Storey on

the bottom floors whilst retaining

best-in-class office space on

upper floors. While it is part of our

near term pipeline, we expect to

commit to this project shortly.

Our near term pipeline also

includes two London urban

logistics developments, The Box

at Paddington and Verney Road

in Southwark. We have achieved

planning consent for The Box and

we have submitted planning for a

multistorey scheme at Verney Road.

Medium Term Pipeline

Our medium term pipeline covers

7.7m sq ft, the largest of which are

the future phases of the Canada

Water Masterplan, which accounts for

4.3m sq ft and Euston Tower, where

we have an exciting opportunity

to deliver a highly sustainable

innovation and lab-enabled building

in London’s Knowledge Quarter.

London urban logistics opportunities

account for 1.8m sq ft of medium term

opportunities. This includes Thurrock,

where we have achieved planning

for a 644,000 sq ft two storey

logistics scheme east of London;

Heritage House, Enfield where we

have achieved planning for a two

storey logistics scheme totalling

437,000 sq ft, Hannah Close in

Wembley, where there is potential to

deliver 668,000 sq ft of well located,

multistorey urban logistics space

within the M25 and Finsbury Square

where we are working up plans for an

81,000 sq ft underground logistics

facility close to the City of London.

Norton Folgate

Committed Developments

As at 31 March 2024 Sector

BL Share

100% sq ft

‘000

PC Calendar

Year

ERV

£m

Gross Yield

on Cost

The Priestley Centre Science & Technology 100 84 Q2 2024 3.3 8.0

Aldgate Place, Phase 2 Residential 100 138 Q2 2024 6.9 5.0

The Optic Science & Technology 100 96 Q1 2025 4.7 6.2

1 Broadgate Office 50 545 Q2 2025 20.1 5.8

Mandela Way Logistics 100 144 Q3 2025 4.7 6.2

2 Finsbury Avenue

Office 50 750 Q2 2027 38.6 7.7

Canada Water

1-3 Deal Porters Way (Plot A1) Mixed use 50 270 Q4 2024 3.6 blended

The Dock Shed (Plot A2) Mixed use 50 246 Q4 2024 5.5 7.1

Total Committed 2,273 87.4 6.7

1. Estimated headline rental value net of rent payable under head leases (excluding tenant incentives)

2. Gross yield on cost is the estimated annual rent of a completed development divided by the total cost of development including the site value at the point of

commitment and any actual or estimated capitalisation of interest, expressed as a percentage return

3. Committed to post period end

4. The London Borough of Southwark has confirmed they will not be investing in Phase 1, but retain the right to participate in the development of subsequent plots

up to a maximum of 20% with their returns pro-rated accordingly

Year ended

31 March

2024

31 March

2023

Underlying Profit

1,2

£268m £264m

Underlying earnings per share

1,2

28.5p 28.3p

IFRS profit (loss) after tax £1m £(1,039)m

Dividend per share 22.80p 22.64p

Total accounting return

(0.5)% (16.3)%

EPRA Net Tangible Assets per share

1,2

562p 588p

EPRA Net Disposal Value per share

1,2

577p 606p

IFRS net assets £5,312m £5,525m

LTV

3,4,5,6

37.3% 36.0%

Net Debt to EBITDA (Group)

3,7,8

6.8x 6.4x

Net Debt to EBITDA (proportionally consolidated)

3,4,9

8.5x 8.4x

Weighted average interest rate

3.4% 3.5%

Senior Unsecured credit rating A A

1. See Note 2 within the financial statements for definition and calculation

2. See Table B within supplementary disclosures for reconciliations to IFRS metrics

3. See Note 16 within the financial statements for definition, calculation and reference to IFRS metrics

4. On a proportionally consolidated basis including the Group’s share of joint ventures and excluding

non-controlling interests

5. EPRA Loan to value is disclosed in Table E within supplementary disclosures

6. Following the unconditional exchange for the sale of our 50% stake in Meadowhall, LTV falls to 34.6% on

apro forma basis

7. Net Debt to EBITDA on a Group basis excludes non-recourse and joint venture borrowings, and includes

distributions and other receivables from non-recourse companies and joint ventures

8. Following the unconditional exchange for the sale of our 50% stake in Meadowhall, Net Debt to EBITDA

on a Group basis falls to 6.4x on a pro forma basis

9. Following the unconditional exchange for the sale of our 50% stake in Meadowhall, Net Debt to EBITDA

on a proportionally consolidated basis falls to 8.2x on a pro forma basis

FINANCIAL REVIEW

Bhavesh Mistry

Chief Financial Officer

20 Triton Street

Regent’s Place

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

We continue to have good access

to finance markets and completed

c.£1bn of financing activity for the

Group in the year on favourable

terms. We arranged five new bank

term loans totalling £475m, all

with initial five year terms. We also

extended £475m in four existing

bank revolving credit facilities, by

an additional year to 2028/29.

Our financial position remains strong

with £1.9bn of undrawn facilities

and cash at 31 March 2024 and,

based on our commitments and

in place facilities, no requirement

to refinance until early 2027.

Our weighted average interest rate

at 31 March 2024 was 3.4%, a 10 bps

decrease from 31 March 2023. The

repayment of higher margin HUT

term loans and our interest rate

hedging, which includes fixed rate

debt, swaps to fixed rate, and caps

(where the strike rates are below

current SONIA) has fully mitigated

the impact of increased market rates

on our interest costs. Our debt is

fully hedged for the year ending 31

March 2025, and 86% hedged on

average over the five years to 2029.

We have access to diverse sources

of finance and raise debt in British

Land for the Group and in our joint

ventures. Debt raised in British Land

(except for the legacy debentures)

is unsecured with no interest cover

covenants. We retain significant

headroom to our unsecured debt

covenants; at March 2024 the Group

could withstand a fall in asset values

across the portfolio of 39% before

reaching the covenant limits, prior

to taking any mitigating actions.

Joint venture debt is secured on

the assets of the relevant entity,

non-recourse to the Group, and

the majority is “covenant light”

with no LTV default covenants.

Fitch Ratings, as part of their

annual review in August 2023,

affirmed all our credit ratings with

a stable outlook, including the

Senior Unsecured rating at ‘A’.

In May 2024, post year end, the

Group exchanged contracts on

the sale of its 50% interest in

the Meadowhall joint venture.

Completion is unconditional and

scheduled to occur in July 2024. The

transaction values the investment

properties of the joint venture at

£720m (£360m at the Group’s 50%

share). The cash consideration to

be received by the Group, taking

into account net debt and other

customary transaction adjustments,

totals £156m and is materially in

line with the carrying value of the

joint venture as at 31 March 2024.

Overview

Continued operational momentum

drove delivery of our financial

performance in the year. Like-for-

like rental growth of 1%, a tight

grip on costs, an increase in joint

venture fee income and a one off

collection of historic arrears resulted

in Underlying Profit of £268m up

2% despite a number of properties

entering development and the Meta

surrender. Underlying earnings per

share (EPS) was up 1% at 28.5p.

Based on our policy of setting the

dividend at 80% of Underlying EPS,

the Board has proposed a dividend

of 22.80p per share, up 1%. The

growth in the dividend is lower than

Underlying Profit growth due to

the impact of tax payable on fee

income received during the year.

IFRS profit after tax for the year to

31 March 2024 was £1m, compared

with a loss after tax for the prior

year to 31 March 2023 of £1,039m.

The year on year improvement

reflects a lower valuation decline

on the Group’s properties and

those of its joint ventures, and a net

capital finance loss from mark-to-

market movement on the derivatives

hedging the interest rate on our

debt, which was offset by the capital

uplift from the surrender premium

received at 1 Triton Square.

Overall valuations on a proportionally

consolidated basis have fallen by

2.6% resulting in a decrease in

EPRA NTA per share of 4%. This

fall in values was weighted to the

first half of the year (2.5%), while

second half values were broadly

flat (0.2%). Including dividends

paid of 23.20p per share, total

accounting return was -0.5%.

Loan to value (LTV) on a

proportionally consolidated basis

increased by 130 bps from 36.0% at

31 March 2023 to 37.3% at 31 March

2024. This reflects asset valuation

declines and capital expenditure

on our committed development

pipeline, offset by the disposal of

an office and data centre portfolio,

the 1 Triton Square surrender receipt

from Meta and the subsequent 50%

joint venture of the asset with Royal

London Asset Management Property.

Group Net Debt to EBITDA increased

by 0.4x to 6.8x, and Net Debt

to EBITDA on a proportionally

consolidated basis increased by

0.1x to 8.5x. The Group measure

increase reflected the repayment

at maturity of the non-recourse

HUT term loans using lower margin

revolving credit facilities which

increased the Group’s net debt.

Underlying profit

£m

Underlying Profit for the year ended 31 March 2023 264

Disposals

–

Acquisitions

Developments

(24)

Like-for-like net rent 3

Surrender premia 1

CVAs, administrations and provisions for debtors

and tenant incentives

Finance activity, administrative costs and fee income 8

Underlying Profit for the year ended 31 March 2024 268

1. Movement includes the impact on net rental income and finance costs

Underlying Profit increased by £4m,

with like-for-like net rental growth,

strong cost control, improved fee

income, the collection of historic

arrears and net divestment,

offsetting the impacts of properties

going into development, with the

incremental associated finance

costs on our development pipeline.

Over the last 24 months we disposed

of £1.1bn of mature assets (primarily

the sale of a 75% interest in the

majority of our assets in Paddington

Central and the sale of a 50%

interest in 1 Triton Square). The

net rent dilution of these disposals

has been entirely offset by finance

cost savings and therefore they

have not impacted Underlying

Profit. We completed £0.2bn of

acquisitions in retail parks, London

urban logistics and innovation

opportunities which resulted in a

£5m increase to Underlying Profit

with the additional net rental income

exceeding additional finance costs.

Properties moving into development

and related incremental spend

reduced Underlying Profit by £24m.

The net rent reduction was £17m

which includes a £9m impact from

the space previously leased by

Meta at 1 Triton Square, which was

surrendered in September 2023.

FINANCIAL REVIEW CONTINUED

Inaddition, 3 Sheldon Square

being in development, a rate rebate

received on Euston Tower in the

prior year, and 1 Appold Street

which is now vacant and classified

as development, all lowered net

rents. We expect our committed and

recently completed developments,

in addition to asset management

initiatives, to deliver 4.5p of future

earnings per share growth, with 2.4p

being delivered in FY26 alone. The

net interest cost impact was £7m as

interest on development expenditure

is capitalised at the Group’s weighted

average interest rate, at 31 March

2024 of 2.6% (31 March 2023:

2.9%), which is below the Group’s

incremental cost of borrowing.

Like-for-like net rental growth

across the portfolio was 1% in the

year, adding £3m to net rents.

Surrender premia receipts,

excluding the £149m receipt from

Meta at 1 Triton Square recognised

through capital and other profit,

added £1m to net rents.

CVAs, administrations and

provisions made against debtors

and tenant incentives improved

by £11m compared to the prior

year. This improvement is primarily

due to the one-off collection of

arrears relating to Arcadia.

Administrative costs were £2m

lower year on year due to ongoing

cost control, whilst fee income

increased £5m primarily as a result

of progression of joint venture

developments. Excluding the

impact of capital activity and

development spend, finance costs

were also £1m lower as a result of

financing activity which includes

the repayment at maturity of HUT

term loans in December with lower

margin facilities in the Group. In

aggregate finance activity, admin

costs and fee income contributed to

a £8m increase in Underlying Profit.

Presentation of financial

information and alternative

performance measures

The Group financial statements are

prepared under IFRS (UK-adopted

International Accounting Standards)

where the Group’s interests in joint

ventures are shown as a single line

item on the income statement and

balance sheet and all subsidiaries

are consolidated at 100%.

Management considers the business

principally on a proportionally

consolidated basis when setting the

strategy, determining annual priorities,

making investment and financing

decisions, and reviewing performance.

This includes the Group’s share of

joint ventures on a line-by-line basis

and excludes non-controlling interests

in the Group’s subsidiaries. The

financial key performance indicators

are also presented on this basis.

A summary income statement

and summary balance sheet

which reconcile the Group income

statement and balance sheet

to British Land’s interests on a

proportionally consolidated basis

are included in Table A within the

supplementary disclosures.

Management uses a number of

performance metrics in order to

assess the performance of the Group

and allow for greater comparability

between years, however, does not

consider these performance measures

to be a substitute for IFRS measures.

Management monitors Underlying

Profit as it is an additional informative

measure of the underlying recurring

performance of our core property

rental activity and excludes the non-

cash valuation movement on the

property portfolio when compared

to IFRS metrics. It is based on the

Best Practices Recommendations

of the European Public Real Estate

Association (EPRA) which are widely

used alternate metrics to their

IFRS equivalents, with additional

Company adjustments when

relevant (see Note 2 in the financial

statements for further detail).

Management monitors EPRA NTA

as this provides a transparent and

consistent basis to enable comparison

between European property

companies. Linked to this, the use

of Total Accounting Return allows

management to monitor return to

shareholders based on movements in

a consistently applied metric, being

EPRA NTA, and dividends paid.

Loan to value (proportionally

consolidated) and Net Debt to

EBITDA (Group and proportionally

consolidated) are monitored by

management as key measures

of the level of debt employed by

the business to meet its strategic

objectives, along with a measurement

of risk. It also allows comparison

to other property companies who

similarly monitor and report these

measures. The definitions and

calculations of loan to value and

Net Debt to EBITDA are shown in

Note 16 of the financial statements.

Income statement

1.1 Underlying profit

Underlying Profit is the measure that we use to assess income performance.

This is presented below on a proportionally consolidated basis. In the year to

31 March 2024, £120m was excluded from the calculation of Underlying Profit

(see Note 2 of the financial statements for further details) in relation to the

Meta surrender of its lease at 1 Triton Square. No company adjustments were

made in the year to 31 March 2023.

Year ended Section

31 March

2024

£m

31 March

2023

£m

Gross rental income 476 493

Property operating expenses (36) (47)

Net rental income 1.3 440 446

Net fees and other income 23 18

Administrative expenses 1.4 (87) (89)

Net financing costs 1.5 (108) (111)

Underlying Profit 268 264

Underlying tax (3) (1)

Non-controlling interests in

UnderlyingProfit 1 1

EPRA and Company adjustments

(265) (1,303)

IFRS profit/(loss) after tax 2 1 (1,039)

Underlying EPS 1.2 28.5p 28.3p

IFRS basic EPS 2 (0.1)p (112.0)p

Dividend per share 3 22.80p 22.64p

2. Committed (including post period end

commitment of 2 Finsbury Avenue) and

completed developments including near

termdevelopment of 1 Triton Square

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

1. On 25 September 2023, the Group completed a

deed of surrender in relation to an in-force lease

of one of its investment properties. The

consideration for the surrender was a £149m

premium paid by the tenant on the completion

date. In line with the requirements of IFRS 16, the

surrender transaction was treated as a

modification to the lease, with the surrender

premium received recognised in full through the

income statement at the point of completion,

which represented the modified termination date

of the lease. At the point of modification, the

lease had associated tenant incentive balances of

£54m, and as the right to receive these amounts

was extinguished through the lease modification,

an impairment was recognised in full through the

income statement at the point of completion.

Also at the point of modification, the lease had an

associated deferred lease premium balance of

£25m, which in line with the surrender premium

received, was recognised in full through the

income statement at the point of completion.

Owing to the unusual and significant size and

nature of this transaction, and in line with the

Group’s accounting policies, all elements of the

transaction have been included within the Capital

and other column of the income statement.

2. EPRA adjustments consist of investment and

development property revaluations, gains/losses

on investment and trading property disposals,

changes in the fair value of financial instruments,

associated close out costs and related deferred

tax. Company adjustments consist of items which

are considered to be unusual and/or significant

by virtue of their size or nature. These items are

presented in the ‘capital and other’ column of the

consolidated income statement.

1.2 Underlying EPS

Underlying EPS was 28.5p, up 1%.

This reflects the Underlying Profit

growth of 2%, after a £3m tax charge

in the year.

1.3 Net rental income

£m

Net rental income

for the year ended

31 March 2023 446

Disposals (15)

Acquisitions 11

Developments (17)

Like-for-like net rent 3

CVAs, administrations

and provisions for

debtors and tenant

incentives

Surrender premia 1

Net rental income

for the year ended

31 March 2024 440

Disposals of income producing assets

over the last 24 months reduced net

rents by £15m in the year, primarily

relating to the sale of a 75% interest

in the majority of our assets in

Paddington Central in July 2022 and

the sale of an office and data centre

portfolio in September 2023. The

proceeds from sales were reinvested

into value accretive acquisitions

and our development pipeline.

Acquisitions have increased net rents

by £11m, primarily as a result of the

purchase of nearly £0.2bn retail parks

in Farnborough, Preston and Thanet.

Properties classified as developments

have decreased net rents by £17m,

Net financing costs decreased

by £3m year on year to £108m.

Although the amount of debt at year

end is at a similar level to last year,

movements in the year included net

divestment, which reduced financing

costs by £9m; disposals of £1.1bn

over the last 24 months reduced

costs by £15m, partially offset by

the £6m impact from acquisitions

made over the same period. Drawing

on our bank facilities to fund our

committed development pipeline

and other maintenance capex

increased financing costs by £7m.

This is due to a significant proportion

of the interest on development

expenditure being capitalised at

the Group’s weighted average

interest rate, at 31 March 2024 of

2.6%, which is below the Group’s

incremental cost of borrowing.

Financing activity during the year

reduced financing costs by £1m.

This was primarily the result of

the repayment on maturity of

the £300m secured bank loans

in HUT, in December, by drawing

lower margin Group facilities.

Despite higher market rates over

FY24 compared to FY23 (FY24

SONIA 5.0% on average, FY23

SONIA 2.3% on average), our

hedging has offset the impact

on our financing costs.

The interest rate on our debt is

fully hedged for the year ended

31 March 2025, 97% hedged to

31March 2026, and 86% hedged on

average over the five years to 2029,

with a gradually declining profile.

2. IFRS loss after tax

IFRS profit after tax includes the

valuation movements on investment

properties, fair value movements

on financial instruments and

associated deferred tax, capital

financing costs and any Company

adjustments. These items are not

included in our headline Underlying

Profit. In addition, the Group’s

investments in joint ventures are

equity accounted in the IFRS

income statement but are included

on a proportionally consolidated

basis within Underlying Profit.

The IFRS profit after tax for the

year ended 31 March 2024 was £1m,

compared with a loss after tax for

the prior year of £(1,039)m. IFRS

basic EPS was (0.1)p, compared to

(112.0)p in the prior year. The IFRS

profit after tax for the year primarily

reflects the Underlying Profit of

£268m, the capital and other gain

from surrender of 1 Triton Square of

£120m (as disclosed in Note 3 of the

financial statements), thedownward

driven by the Meta surrender of

1Triton Square and its subsequent

transfer to our development

pipeline. In addition, net rents were

reduced by 3 Sheldon Square at our

Paddington campus which was under

refurbishment, and a one-off rate

rebate was received on Euston Tower

in the prior year, where we de-rated it

for development, and 1 Appold Street

which is now vacant and classified

as development. The committed

development pipeline is expected to

deliver £87.4m of ERV in future years.

Like-for-like net rental growth

across the portfolio was 1% in the

year, adding £3m to net rents.

Campus like-for-like net rental

growth was driven by strong leasing

and asset management activity,

adding £12m to net rents in the year,

offset by expiries which reduced net

rent by £7m. Storey like-for-like rent

declined by £3m, impacted by the

timing of expiries and one-off cost

rebates in the prior year. Like-for-like

net rental growth for retail & London

urban logistics was £1m, as our retail

parks remained full and we filled

vacant units in our shopping centres.

CVAs, administrations and provisions

made against debtors and tenant

incentives improved by £11m

compared to the prior year. This

improvement is primarily due to

the collection of arrears relating to

Arcadia in the year. We also continue

to make good progress on prior year

debtors with cash collection at 99%

in line with pre-pandemic levels.

1.4 Administrative expenses

Despite the inflationary environment,

administrative expenses decreased

£2m to £87m, as a result of our

cost control. The Group’s EPRA

operating cost ratio decreased

to 16.4% (March 2023: 19.5%)

through lower administrative

costs, higher fee income from our

joint ventures and the one-off

collection of Arcadia arrears.

1.5 Net financing costs

£m

Net financing costs

for the year ended

31 March 2023 (111)

Net divestment 9

Developments (7)

Financing activity 1

Market rates –

Net financing costs

for the year ended

31 March 2024 (108)

valuation movement on the Group’s

properties of £(131)m, the capital

and other loss from joint ventures of

£(179)m, £(41)m capital and other

finance costs, a £(23)m loss on

disposal of investment properties

and underlying and capital taxation

for the year. The Group valuation

movement and capital and other

loss from joint ventures was driven

principally by outward yield shift

of 33 bps offset by ERV growth of

5.9% in the portfolio resulting in a

full year valuation decline of 2.6%.

The net IFRS profit impact of the

two significant transactions relating

to 1 Triton Square in the year was

£106m, comprised of the surrender

net profit of £120m and the loss on

disposal to the newly formed joint

venture of £14m (as disclosed in

Note 3 and Note 10 of the financial

statements respectively).

The basic weighted average number

of shares in issue during the year

was 927m (31 March 2023: 927m).

FINANCIAL REVIEW CONTINUED

3. Dividends

Our dividend is semi-annual, and

in line with our dividend policy, is

calculated at 80% of Underlying

EPS based on the most recently

completed six-month year.

Applying this policy, the Board

are proposing a final dividend for

the year ended 31 March 2024 of

10.64p per share. Payment will be

made on Friday 26 July 2024 to

shareholders on the register at close

of business on Friday 21 June 2024.

The dividend will be a Property

Income Distribution. A Dividend

Reinvestment Plan (DRIP) is provided

by Equiniti Financial Services Limited

which enables the Company’s

shareholders to elect to have their

cash dividend payments used to

purchase the Company’s shares.

More information can be found at

www.shareview.co.uk/info/drip.

are placing on the amenity, transport

connections, sustainability and

location of our London campuses.

Retail & London urban logistics

valuations were up 2.1%, with

outward yield shift of 15 bps offset

by ERV growth of 6.3%. Retail park

values increased by 2.7% in the year,

driven by strong ERV growth of 7.2%

offsetting yield expansion of 12 bps.

Shopping centre values increased

by 0.8% driven by yields expanding

19 bps and ERV growth of 5.2%.

London urban logistics values were

up 3.7%, with yield expansion of 24

bps and strong ERV growth of 10.0%.

On 19 October 2023 the RICS

published guidelines on a new time-

limited, mandatory rotation cycle

for regulated purpose valuations.

Rules are effective from 1 May

2024 and require, after a two year

transition year, a valuation firm to

be rotated after 10 consecutive

years of valuing a given asset.

These guidelines match our existing

voluntary policy of 10 yearly valuer

rotation, therefore our planned valuer

rotation cycle remains unchanged.

5. IFRS net assets

IFRS net assets at 31 March 2024

were £5,312m, a decrease of £213m

from 31 March 2023. This was

primarily due to the IFRS profit

after tax of £1m and dividends

paid in the year of £215m.

Cash flow, net debt and

financing

6. Adjusted net debt

£m

Adjusted net debt at

31 March 2023 (3,221)

Disposals 391

1 Triton Square surrender

premium receipt 149

Acquisitions

(58)

Developments (388)

Capex (asset

management initiatives) (47 )

Tenant incentives (31)

Net cash from

operations 260

Dividend (215)

Other

(101)

Adjusted net debt at

31 March 2024 (3,261)

Balance sheet

As at Section

31 March

2024

£m

31 March

2023

£m

Property assets 8,688 8,907

Other non-current assets 73 141

8,761 9,048

Other net current liabilities (248) (290)

Adjusted net debt 6 3,261 (3,221)

Other non-current liabilities – (50)

EPRA Net Tangible Assets 5,252 5,487

EPRA NTA per share 4 562p 588p

Non-controlling interests 13 13

Other EPRA adjustments

47 25

IFRS net assets 5 5,312 5,525

Proportionally consolidated basis

1. EPRA Net Tangible Assets NTA is a proportionally consolidated measure that is based on IFRS net assets

excluding the mark-to-market on derivatives and related debt adjustments, the carrying value of

intangibles as well as deferred taxation on property and derivative valuations. The metric includes the

valuation surplus on trading properties and is adjusted for the dilutive impact of share options. Details

ofthe EPRA adjustments are included in Table A within the supplementary disclosures

4. EPRA net tangible assets

per share

pence

EPRA NTA per share at

31 March 2023 588

Valuation performance (36)

Surrender at 1 Triton

Square 13

Underlying Profit 28

Dividend (23)

Other (8)

EPRA NTA per share at

31 March 2024 562

The 4.4% decrease in EPRA NTA

per share reflects a valuation

decrease of 2.6%, the uplift from the

surrender of 1 Triton Square, and the

effect of the Group’s gearing. The

decrease in valuations was a result

of further yield expansion, especially

in the first half of the year when

interest rates continued to rise.

Campus valuations were down 5.3%,

driven by yields moving out 50 bps,

partly offset by ERV growth of 5.4%

reflecting our successful leasing

activity and the premium customers

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

1. Adjusted net debt is a proportionally

consolidated measure. It represents the principal

amount of gross debt, less cash, short term

deposits and liquid investments and is used in

thecalculation of proportionally consolidated

LTV and Net Debt to EBITDA. A reconciliation

between the Group net debt as disclosed in

Note16 to the financial statements and adjusted

net debt is included in Table A within the

supplementary disclosures

2. Including transaction costs

3. Other includes financing activities, cash

payments in respect of interest costs which are

capitalised and other cash movements

7. Financing

Group Proportionally consolidated

31 March

2024

31 March

2023

31 March

2024

31 March

2023

Net debt/adjusted net debt

1,2

£2,081m £2,065m £3,261m £3,221m

Principal amount of gross debt £2,225m £2,250m £3,443m £3,448m

Loan to value

28.5% 27.4% 37.3% 36.0%

Net Debt to EBITDA

2,3

6.8x 6.4x 8.5x 8.4x

Weighted average interest rate 2.6% 2.9% 3.4% 3.5%

Interest cover 5.9x 5.4x 3.5x 3.4x

Weighted average maturity of drawn debt 6.1 years 5.6 years 5.8 years 5.9 years

1. Group data as presented in Note 16 of the financial statements. The proportionally consolidated figures include the Group’s share of joint ventures’ net debt and

represents the principal amount of gross debt, less cash, short term deposits and liquid investments

2. Note 16 of the financial statements sets out the calculation of the Group and proportionally consolidated LTV and Net Debt to EBITDA

3. Net Debt to EBITDA on a Group basis excludes non-recourse and joint venture borrowings, and includes distributions and other receivables from non-recourse

companies and joint ventures

ForBritish Land, we agreed five new

bilateral five year term loans totalling

£475m with existing relationship

banks on favourable terms in line

with other facilities, including our

unsecured financial covenants.

Most of these term loans also have

extension options to a total of

seven years. We also extended four

bilateral unsecured bank revolving

credit facilities totalling £475m,

by a further year to 2028/29.

Sustainability targets apply to

the majority of these new loans

and extended revolving credit

facilities, aligned with our other

ESG linked facilities and to our

Sustainability Strategy. In British

Land and our joint ventures we

have a total £1.7bn (£1.5bn BL

share) of Green and sustainability/

ESG linked loans and facilities.

At 31 March 2024, as a result of our

financing activity, we had £1.9bn of

undrawn facilities and cash. Based on

our commitments and these facilities,

the Group has no requirement to

refinance until early 2027. In keeping

with our usual practice, we expect

to refinance or replace debt facilities

ahead of relevant maturities.

We have an advantageous debt

structure with access to diverse

sources of finance through debt

raised by British Land and in our joint

ventures. Our debt in British Land

(except for the legacy debentures)

is unsecured with no interest cover

covenants. At 31 March 2024 we

retain significant headroom to our

debt covenants, meaning the Group

could withstand a fall in asset values

across the portfolio of 39%, prior

to taking any mitigating actions.

Joint venture debt is secured on

the assets of the relevant entity,

non-recourse to the Group, and

the majority is “covenant light”

with no LTV default covenants.

Fitch Ratings, as part of their annual

review in August 2023 affirmed

all our credit ratings, with a stable

outlook; Senior Unsecured ‘A’, long

term IDR ‘A-‘ and short term IDR ‘F1’.

Our strong balance sheet, established

lender relationships, access to

different sources of finance and

liquidity enable us to deliver on

ourstrategy.

Bhavesh Mistry

Chief Financial Officer

Net debt in the year increased

marginally by £40m. Asset disposals

of £391m and the 1 Triton Square

surrender premium receipt of £149m

decreased net debt whilst retail

park acquisitions increased net debt

by £58m. Development spend of

£388m, £47m of capital expenditure

related to asset management on

the standing portfolio, tenant

incentives paid of £31m and other

cash movements of £101m increased

net debt. Net cash from operations

offset by the dividend payment

reduced net debt by £45m.

At 31 March 2024, our proportionally

consolidated LTV was 37.3%, slightly

up from 36.0% at 31 March 2023.

Disposals in the year, primarily the

office and data centre portfolio

and the 1 Triton Square surrender

premium receipt and proceeds from

the 50% joint venture of this asset

decreased LTV by 460 bps. This was

offset by the impact of valuation

movements which added 150 bps,

development spend which added

320 bps and acquisitions in the

year which added 40 bps to LTV.

Net Debt to EBITDA for the Group

increased from 6.4x to 6.8x at 31

March 2024; on a proportionally

consolidated basis the ratio increased

0.1x to 8.5x. Our proportionally

consolidated weighted average

interest rate at 31 March 2024 was

3.4%, down 10 bps from 3.5%.

Movements in Group Net Debt

to EBITDA and proportionally

consolidated weighted average

interest rate were driven by our

decision to repay the HUT term

loans at maturity with lower margin

Group facilities, in December 2023.

We maintain good long term

relationships with debt providers

across the markets. The strength

of these relationships enabled us

to continue to raise funds on good

terms (despite volatile market

conditions), and during the year

our financing activity was c.£1bn.

FINANCIAL POLICIES AND PRINCIPLES

Leverage

Our use of debt and equity finance

balances the benefits of leverage

against the risks, including

magnification of property returns.

Aloan to value (LTV) ratio measures

our balance sheet leverage, on a

proportionally consolidated basis

(including our share of joint ventures)

and for the Group (British Land

and its subsidiaries). At31 March

2024, proportionally consolidated

LTV was 37.3% and for the Group

was 28.5%. The ratio of Net Debt

to EBITDA is a measure of leverage

based on earnings, rather than asset

valuations, which we also consider

on both Group and proportionally

consolidated bases. At 31 March

2024, our Group Net Debt to EBITDA

was 6.8x and the proportionally

consolidated measure was 8.5x. The

calculations of these ratios are set

out in the Notes to the Accounts.

Our leverage is monitored in the

context of wider decisions made by

the business. We manage our LTV

through the property cycle such

that our financial position remains

robust in the event of a significant

fall in property values. This means

that, alongside consideration of

new commitments, we do not

adjust our approach to leverage

based only on changes in property

market yields. Consequently, our

LTV may be higher at the low

point in the cycle and will trend

downwards as market yields tighten.

A consistent approach to financing, with good access to

debt markets, provides flexibility and capacity to deliver

our strategy.

Debt finance

The scale of our business, combined

with the quality of our assets and

rental income, means that we are

able to approach a diverse range of

debt providers to arrange finance on

attractive terms. Good access to the

capital and debt markets allows us

to take advantage of opportunities

when they arise. Our approach

to debt financing for British Land

is to raise funds on an unsecured

basis with our standard financial

covenants, as described on page 42,

with the calculations set out in the

Notes to the Accounts. This provides

flexibility and low operational cost.

During the year we have raised

£475m of new term loans and

extended £475m of existing revolving

credit facilities (RCFs) on this basis.

Our joint ventures that choose

to have external debt are each

financed in ‘ring fenced’ structures

without recourse to British Land

for repayment and secured

on their relevant assets.

We monitor our overall debt

requirement by reviewing current

and projected borrowing levels,

available facilities, debt maturity

and interest rate exposure. We

undertake sensitivity analysis to

assess the impact of proposed

transactions, movements in interest

rates and changes in property values

on key balance sheet, liquidity

and profitability ratios. We also

consider the risks of a reduction

in the availability of finance,

including a temporary disruption

of the financing markets. British

Land’s undrawn facilities and cash

amounted to £1.9bn at 31 March

2024. Based on our commitments

and these available facilities,

the Group has no requirement

to refinance until early 2027.

Presented on the following

page are the five guiding

principles that govern the way

we structure and manage debt.

Interest rate exposure

We manage our interest rate profile

separately from our debt, considering

the sensitivity of underlying earnings

to movements in market rates of

interest primarily over a five-year

period. As debt finance is raised

at both fixed and variable rates,

derivatives (including interest

rate swaps and caps) are used to

achieve the desired hedging profile

across proportionally consolidated

net debt. As at 31 March 2024, the

interest rate on our debt is fully

hedged for the year ending 31

March 2025. On average over the

next five years we have interest rate

hedging on 86% of our debt, with a

decreasing profile over that period.

Accordingly, we have a higher degree

of protection on interest costs in the

short to medium term. The hedging

required and use of derivatives is

regularly reviewed and managed by

aDerivatives Committee. The interest

rate management of joint ventures

is considered separately by each

entity’s board, taking into account

appropriate factors for its business.

Counterparties

We monitor the credit standing of

our counterparties to minimise risk

exposure in placing cash deposits

and arranging derivatives. Regular

reviews are made of the external

credit ratings of the counterparties.

Foreign currency

Our policy is to have no material

unhedged net assets or liabilities

denominated in foreign currencies.

When attractive terms are

available, we may choose to

borrow in currencies other than

Sterling, and will fully hedge the

foreign currency exposure.

100 Liverpool Street

Broadgate

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

OUR FIVE GUIDING PRINCIPLES

1. Diversify our sources of finance

We monitor finance markets and seek to access different sources of finance when the

relevant market conditions are favourable, to meet the needs of our business including

joint ventures. We aim to avoid reliance on any particular source of funds and have

arranged unsecured and secured, recourse and non-recourse debt. We develop and

maintain long term relationships with banks and debt investors from different sectors

andgeographical areas, with around 30 debt providers in our bank facilities and private

placements alone. Our reporting and disclosures enable lenders to evaluate their

exposure within the overall context of the Group. In the last five years we have arranged

£3.2bn (British Land share £2.4bn) of new finance in unsecured and secured loans and

US Private Placements, including £1.7bn of Green/ESG-linked finance. A European

Medium Term Note programme is maintained to enable us to access the Sterling/Euro

unsecured bond markets, where we have one outstanding Sterling bond, and our

Sustainable Finance Framework enables us to issue Sustainable, Green, and/or Social

finance, when it is appropriate for our business. We also have existing long-dated British

Land debentures and securitisation bonds in our joint ventures.

Total drawn debt

(proportionally

consolidated)

£3.4bn

in over

debt instruments

2 Phase maturity of debt portfolio

The maturity profile of our debt is managed with a spread of repayment dates, currently

between one and 14 years, reducing our refinancing risk in regard to timing and market

conditions. At 31 March 2024, as a result of our financing and capital activity, based on

our commitments and available facilities we have no requirement to refinance until early

2027 (longer than our preferred period of not less than two years). In order to maintain

the position and in accordance with our usual practice, we expect to refinance debt in

advance of relevant maturities.

Average drawn

debtmaturity

(proportionally

consolidated)

5.8 yrs

3 Maintain liquidity

In addition to our drawn debt, we aim always to have a good level of undrawn,

committed, unsecured revolving bank facilities. These facilities provide financial liquidity,

reduce the need to hold resources in cash and deposits, and minimise costs arising from

the difference between borrowing and deposit rates, while limiting credit exposure. We

arrange these revolving credit facilities in excess of our committed and expected

requirements to ensure we have adequate financing availability to support business

activity and new opportunities.

Undrawn facilities

andcash

£1.9bn

4 Maintain flexibility

Our facilities are structured to provide valuable flexibility for investment activity

execution, whether sales, purchases, developments or asset management initiatives.

Unsecured revolving credit facilities provide full operational flexibility of drawing and

repayment (and cancellation if we require) at short notice without additional cost. These

facilities generally have initial maturities of five years (with extension options). Alongside

this, our secured term debt in long-standing debentures has good asset security

substitution rights, where we have the ability to move assets in and out of the security

pool, as required for the business.

Total facilities

£2.1bn

5 Maintain strong metrics

We use both debt and equity financing. We manage LTV through the property cycle such

that our financial position would remain robust in the event of a significant fall inproperty

values and we do not adjust our approach to leverage based only on changes in property

market yields. We also consider the earnings-based leverage metric of Net Debt to

EBITDA on boththe Group basis (which is the ratio principally considered as part of

ourunsecured credit rating) and the proportionally consolidated basis. Our standard

unsecured financial covenants apply to all our unsecured debt, asset out on the following

page. Our interest rate profile is managed separately from our debt, within appropriate

ranges of hedged debt over a five-year period and the longer term. We maintained our

strong senior unsecured credit rating ‘A’, long term IDR credit rating ‘A-’, and short term

IDR credit rating ‘F1’, affirmed by Fitch during the year with Stable outlook.

LTV (proportionally

consolidated)

37. 3%

Net Debt to EBITDA

(Group)

6.8x

Senior unsecured

creditrating

Group borrowings

Unsecured financing for the Group includes bilateral and

syndicated bank revolving credit facilities and term loans

(with initial maturities usually of five years, often

extendable); US Private Placements with maturities up to

2034; and the Sterling unsecured bond maturing in 2029.

Secured debt for the Group comprises British Land

debentures with maturities up to 2035.

£1.2bn of the Group’s RCFs and term loans include two

KPIs referring to developments and assets under

management, aligned with our Sustainability Strategy.

There is provision for an adjustment to the interest margin

payable based on our performance relative to these KPIs,

which are published in our Sustainability Accounts.

Unsecured borrowingcovenants

There are two financial covenants which apply across all

of the Group’s unsecured debt. These covenants, which

have been consistently agreed with all unsecured lenders

since 2003, are:

– Net Borrowings not to exceed 175% of Adjusted Capital

and Reserves

– Net Unsecured Borrowings not toexceed 70% of

Unencumbered Assets

There are no income or interest cover covenants on any

of the unsecured debt of the Group. The Unencumbered

Assets of the Group, not subject to any security, stood

at£4.0bn as at 31 March 2024.

Although secured assets are excluded from

Unencumbered Assets for the covenant calculations,

unsecured lenders benefit from the surplus value of these

assets above the related debt and the free cash flow from

them. During the year ended 31 March 2024, these assets

generated £32m of surplus cash after payment of interest.

In addition, while investments in joint ventures do not

form part of Unencumbered Assets, our share of free

cash flows generated by these ventures is regularly

passed up to the Group.

Financial covenants

As at

31 March

2024

2023

2022

2021

2020

Net Borrowings to

Adjusted Capital

and Reserves 40 38 36 33 40

Net Unsecured

Borrowings to

Unencumbered

Assets 38 32 30 25 30

Secured Borrowings

Secured debt with recourse to British Land is provided by

debentures with long maturities and limited amortisation.

These are secured against a combined pool of assets with

common covenants: the value of the assets is required to

cover the amount of the debentures by a minimum of

1.5times and net rental income must cover the interest

atleast once. We use our rights under the debentures

toactively manage the assets in the security pool,

inlinewith these cover ratios.

We continue to focus on unsecured finance at a

Grouplevel.

Borrowings in our jointventures

External debt for our joint ventures has been arranged

through long-dated securitisations or secured bank loans,

according to the requirements of the business of each

entity, summarised below.

Joint venture Debt type Covenants summary

Broadgate

Securitisation bonds To meet interest

and scheduled

amortisation (one

times cover)

Secured Green bank

loan

Interest cover ratio

LTV ratio

Meadowhall

Securitisation bonds To meet interest

and scheduled

amortisation (one

times cover)

Paddington

Secured bank loan Interest cover ratio

LTV ratio

Canada Water

Secured Green

development loan

facility

Loan to development

cost ratio

LTV ratio

West End

Offices

Secured bank loan Interest cover ratio

LTV ratio

There is no obligation for British Land to remedy any

breach of these covenants in the debt arrangement

ofjoint ventures.

FINANCIAL POLICIES AND PRINCIPLES CONTINUED

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

RISK MANAGEMENT

MANAGING RISK IN

DELIVERINGOUR STRATEGY

We recognise that effective risk management is fundamental to how we do business.

Ourability to identify, assess and effectively manage current and emerging risks is critical

toour strategy and how we position the business to create value, whilst delivering positive

outcomes for all our stakeholders on a long term, sustainable basis.

Risk management framework

British Land's risk management and internal control

framework is centred on being risk aware. We clearly

define our risk appetite, respond quickly to changes in

our risk profile and foster a strong risk management

culture amongst all employees, with defined roles and

responsibilities. It integrates a top-down strategic view

with a complementary bottom-up operational process

(asoutlined in the diagram below). This enables us to

effectively identify, assess and manage financial and

non-financial risks, including the principal risks that could

threaten solvency and liquidity, as well as to identify

emerging risks. Our approach is not intended to eliminate

risk entirely, but instead to manage our risk exposures

within our appetite for each risk, whilst at the same time

maximising opportunities.

Governance

The Board has overall responsibility for risk management

and maintaining a robust internal control framework. It is

responsible for determining the nature and extent of the

principal risks that the Group is willing to take in

achieving its strategic objectives. The amount of risk is

assessed in the context of our strategic priorities and the

external environment in which we operate – referred to as

our risk appetite (as detailed overleaf). To support the

Board, the Audit Committee and ESG Committee provide

essential oversight and assurance. The Audit Committee

specifically reviews the effectiveness of risk management

and internal control processes throughout the year. At the

strategic level, this top-down evaluation of risks ensures

our risk management is focused on the principal risks

facing our business and considers our key risks across

thebusiness in aggregate, as well as seeking to identify

emerging risks.

Our integrated risk management approach

A top-down, bottom-up approach Embedding three lines of defence

Business units

– Execute strategic actions

– Report on key risk indicators

– Report current and

emerging risks

– Identify, evaluate and mitigate

operational risks recorded in

riskregister

– Business units take ownership of

managing operational risks directly,

implementing necessary mitigations

and internal controls

First line of defence

Risk Committee/Executive Committee

– Identify principal and

emergingrisks

– Direct delivery of

strategic actions in

line with risk appetite

– Monitor key risk indicators

– Set risk tolerance levels

– Consider completeness

of identified risks and adequacy

of mitigating actions

– Consider aggregation

of risk exposures across

the business

– The internal risk and control team aids

the Risk Committee in coordinating risk

management efforts, ensuring

integration of risk management practices

and internal controls throughout our

operations, culture, and decision-making

processes. It oversees and challenges risk

identification, assessment, management,

and monitoring

Second line of defence

Strategic risk management Operational risk management

Board/Audit Committee/ESG Committee

– Review external environment

– Robust assessment of

principal risks

– Set risk appetite

and parameters

– Assess effectiveness of risk

management process and

internal control systems

– Report on principal and

emerging risks

– Internal audit serves as an objective

assurance function, independently

evaluating the effectiveness of our

riskmanagement and internal

controlprocesses

Third line of defence

RISK MANAGEMENT CONTINUED

The Executive Directors and Risk Committee (comprising

the Executive Committee and senior management across

the business, chaired by the Chief Financial Officer), are

accountable for the effective management and reporting

of principal risks across the business. They also monitor

the operation of our internal control environment.

Theinternal risk and control team supports the Risk

Committee in co-ordinating our risk management

activities and embedding risk management and internal

controls across the Group’s operations, culture and

decision-making processes.

At the operational level, the day-to-day management of

risk is embedded within our business units and is integral

to the way the Group conducts business. This bottom-up

approach ensures that potential risks are identified at an

early stage and escalated appropriately. Ownership of

operational risks resides within each business unit

through designated risk representatives, with risks

managed at source, and appropriate mitigations

(including internal controls) put in place. The business

unit risk representatives maintain a detailed risk register,

which is regularly reviewed by the Risk Committee.

Significant and emerging risks are formally reported to

the Audit Committee every six months. Internal audit acts

as an objective assurance function by evaluating the

effectiveness of our risk management and internal control

processes, through independent review.

Through this approach, the Group operates a ‘three lines

of defence’ model of risk management, with operational

management forming the first line, the Risk Committee

and internal risk and control team forming the second

lineand finally internal audit as the third line of defence.

TO READ MORE ABOUT THE BOARD AND AUDIT

COMMITTEE’S RISK OVERSIGHT, SEE PAGES 123

TO 124

Progress with our risk priorities in the year

Monitoring the external environment:

We proactively monitored the external macro

environment, including the sustained higher interest rates

and inflation levels, as well as the geopolitical uncertainty

arising from the conflicts in Ukraine and the Middle East.

We adopted a risk focused approach to managing our

business, particularly concerning capital allocation

decisions and maintaining a strong financial position.

Risk management process:

We proactively monitored our emerging risks, which

included conducting a risk workshop led by our internal

auditors to evaluate emerging risk trends and prioritise

key threats and opportunities. Furthermore, we

conducted thorough reviews of risk registers, involving

bi-annual assessments of Group-wide risks through both

top-down and bottom-up evaluations. In addition, we

performed comprehensive testing to evaluate the

operating effectiveness of key controls.

Risk appetite and Risk Policy

We established clear risk tolerance statements for

eachprincipal risk, refreshed our Risk Management and

Internal Control Policy and providing greater clarity and

guidance across the business on the practical application

of risk management and internal controls.

Corporate Governance reforms:

We have continued to enhance our risk management

and internal control framework, supported by a recent

internal audit and ongoing refinement of our key controls,

positioning us well for compliance with the finalised

changes to the UK Corporate Governance Code.

Effective operational risk management:

We continue to prioritise key operational risk areas,

including development, health and safety, third-party

relationship management and addressing occupier-

related risks. For instance, we have intensified our

oversight of development contractors through regular

performance evaluations and are proactively identifying

and mitigating risks linked to our income profile. This

included addressing risks related to covenant strength,

leasing events and cash collection processes.

ISO 27001 Information Security standard:

We have made good progress in implementing an

Information Security Management System (ISMS) aligned

to the ISO 27001 global standard establishing best-

practice information security controls, policies and

procedures. We expect to complete our process of full

alignment in the next financial year, significantly

enhancing our technology infrastructure, cyber security

environment and key ITcontrols.

Climate-related risks and sustainability targets:

We have made good progress in addressing climate-

related risks by reducing the operational energy and

carbon intensity of our portfolio as well as improving

EPCratings (58% of portfolio rated A or B, up from 45%

atFY23), often in collaboration with our customers.

Our priorities for 2024/25

– Continue to monitor the ongoing impact of

macroeconomic and geopolitical uncertainties on

our risk profile

– Monitor emerging risks trends, evaluating their

evolving impact on the business as well as to identify

opportunities. Specifically, focus on AI and emerging

technologies, as we integrate these across our

operations, tracking the impact on relevant principal

risk categories

– Enhance the maturity of our environmental and

social sustainability control environment to align

withevolving requirements and standards

– Provide training to enhance risk awareness across

our business and foster a risk aware culture

– Refine business continuity plans for critical

businessoperations

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Our risk-aware culture

We seek to foster a risk-aware culture throughout our

business by emphasising risk awareness, education,

and training. Our values guide our actions, promoting

an open and accountable culture. We actively

encourage employees to report risk weaknesses

and exceptions, enabling us to take appropriate

preventive measures. Within our flat organisational

structure, senior management is involved in significant

decision-making processes, overseeing the in-

house management of our development, asset and

property management activities. This approach helps

embed risk management principles into our day-to-

day operations, encouraging employees to actively

contribute to risk identification and mitigation efforts.

Internal control environment

Embedded within our risk management process is our

internal control framework, encompassing our policies,

procedures and practices. Key controls operate across

all areas of our business, including financial reporting,

operational and compliance activities. Our control

framework involves risk assessment, control activities,

as well as monitoring and testing (as outlined in the

diagram below).

Our risk appetite and tolerance

Our risk appetite is at the core of our risk management

approach, guiding our business planning, decision making

and strategy execution. The Group’s risk appetite is

reviewed annually as part of the strategy review process,

and approved by the Board, and is embedded within

ourpolicies, procedures and internal controls.

We track our risk appetite using a risk dashboard with key

risk indicators (KRIs) for each principal risk, with specific

tolerances to help us assess whether our risk exposure

aligns with our appetite or could threaten the

achievement of our strategic priorities. These risk

indicators are a mixture of leading and lagging indicators,

with forecasts provided where available, which informs

discussions at the Risk Committee (as illustrated in the

principal risks table on pages 48 to 58).

Whilst our risk appetite may vary over time and during

the course of the property cycle, we maintain a balanced

approach to achieve long term sustainable value. During

the year, we have formally reviewed our risk appetite and

established clear risk appetite statements and tolerances

for each internal principal risk (as set out in the principal

risks table on pages 52 to 58). Our risk appetite for

internal principal risks is defined by three tolerance levels:

Risk Averse, Balanced and Risk Taking, each reflecting

a different approach to risk management andpursuit

of strategic objectives (as summarised below).

Risk appetite tolerance levels

Risk Averse

Cautious approach, prioritising risk avoidance and

mitigation

Balanced

Balanced approach in accepting a moderate level of risk

(with appropriate mitigation) in order to pursue strategic

objectives

Risk Taking

Greater risk taking, after considering the potential

benefits to pursue strategic objectives and evaluating

therisk tolerance

TO SEE OUR RISK APPETITE LEVELS FOR

EACHINTERNAL PRINCIPAL RISK, SEE PAGES

52TO58

Significant factors which contribute to our balanced

appetite for risk across our business include:

– Diversified business model focused on prime, well

located campuses, and retail and London urban

logistics assets

– Disciplined approach to development, including a

balanced approach to our speculative exposure and

managing the associated risks appropriately through

a combination of timing, pre-lets, fixing costs and

useof joint ventures

– Financial strength and discipline underpinned by a

strong balance sheet and robust liquidity position

– Diverse occupier base with strong covenants

– Experienced Board, senior management team and

Risk Committee

Monitors effectiveness twice a year

Reviews and approves evidence of effectiveness

of key controls twice a year

Reviews and attests to evidence of the

effectiveness of key controls

Design and operate business unit controls – attest

to and provide evidence of key control effectiveness

Board

Audit Committee

Risk Committee

Group Finance Internal audit

Business Units

Tests operating

effectiveness of key

controls annually and

continually considers

design effectiveness

Tests the design and

operating effectiveness

of key controls on

a rolling basis

Internal Control Framework

Our risk focus

The macroeconomic and geopolitical challenges from the

previous period have persisted into the current financial

year, inevitably affecting our business through increased

interest rates, heightened inflation and resulting pressures

on property valuations. Encouragingly, the economy has

been more resilient than expected alongside recent

declines in inflation and resulting expectations for lower

interest rates, albeit the macroeconomic outlook remains

uncertain. The Board and key Committees have

maintained oversight over our response to these external

challenges, implementing measures to mitigate their

impact on our business.

In the principal risks table, we have outlined the impacts

of these challenges on each of our principal risks and

detailed the proactive measures we have taken to

mitigate them, including a thorough review of our capital

plan, development programme and active management

of our balance sheet.

During the year, the Risk Committee has also focused on

key operational risk areas across the business including:

– Continual enhancement and strengthening of key

financial reporting, operational and compliance controls

– Health, safety and environmental risk management

andcompliance with our key performance indicators,

including re-certification of our health and safety

management system under ISO 45001

– Proactive engagement with occupiers to maximise

collection rates and monitor covenant strength

– Monitoring environmental risks and opportunities,

including the EPC rating of our assets

– Reviewing development risks, including closely

monitoring construction cost inflation and the covenant

strength of our major contractors and subcontractors

– Management of procurement and supply chain risks

– Implementation of enhanced information security

controls, including vulnerability scanning and cyber

security testing

– Internal audit reviews and the implementation of

control findings or process improvement opportunities

Our principal risks

Our risk management framework is structured around

theprincipal risks facing British Land. We employ a risk

scoring matrix to ensure consistent evaluation of risks,

considering likelihood, financial impact (on both income

and capital values) and reputational impact. This process

aids in identifying both the external and internal strategic

and operational principal risks with a higher likelihood

and potential impact on our business.

Our principal risks comprise the 11 most significant Group

risks, including four external risks primarily influenced by

market factors, and seven internal strategic and

operational risks which, while subject to external

influence, are more under the control of management.

External principal risks relate to the macroeconomic and

political environment and our key markets, whereas

internal principal risks relate to capital allocation,

development, customers, sustainability, people and

culture, as well as key operational risks such as

technology, health and safety, and fraud and compliance.

Forexternal principal risks, the Board ensures regular

assessment of the potential impact on the business and

consequential decision making. Internal principal risks

aremonitored by the Board to ensure the implementation

of appropriate controls and processes for effective

riskmanagement.

Emerging risks

Our risk review process incorporates the identification

and assessment of emerging risks, which are risks or a

combination of risks that are evolving, and not fully

understood in terms of impact and likelihood. All risk

representatives and members of the Risk Committee

are challenged to consider emerging risks,

supplemented by formal horizon scans integrated into

our annual strategy review. We recently held a risk

workshop led by our internal auditors to evaluate

emerging risk trends and prioritise key threats and

opportunities. The outcomes of this assessment have

been reviewed by the Board, Risk and Audit

Committees. While several emerging risk trends were

identified, none were regarded as new. These evolving

trends are either already integrated or will be

integrated into relevant principal risk assessments (as

outlined in the principal risk table) as they impact

various aspects of our business. For instance, AI and

emerging technologies will affect both our customers

and our own competitive position, people and

operations. Furthermore, these emerging risk trends

not only pose challenges but also offer opportunities

that we are proactively pursuing. To address this, we

have formed an AI working group composed of

management from various departments to delve into

the opportunities and risks associated with AI and

emerging technologies as they become integrated into

our operations. Our AI Policy, released this financial

year, governs our approach to AI and its responsible

use across the business.

TO READ MORE ABOUT THE IMPACT OF

SEVERAL EVOLVING RISK TRENDS ON OUR

PRINCIPAL RISKS, SEE PAGES 48 TO 58

RISK MANAGEMENT CONTINUED

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

External

Internal

No change (external)

No change (internal)

Increase from last year

Decrease since last year

PRINCIPAL RISKS

Our principal risk assessment

The Board has undertaken a robust assessment of

the principal and emerging risks facing the Group,

including those that would threaten its business model,

future performance, solvency or liquidity, as well as

the Group’s strategic priorities. The Board does not

consider that the fundamental principal risks and

uncertainties facing the Group have changed during the

year. However, we have broadened our ‘Environmental

Sustainability’ principal risk to ‘Environmental and Social

Sustainability’ to incorporate risks related to our social

conduct across our portfolio. This broader perspective

aligns with our Sustainability Strategy, acknowledging

the significance of our social value, including

community, wellbeing and economic benefit, whilst

also adapting to evolving sustainability expectations.

Our current assessment shows a reduction in external

risks concerning the Macroeconomic and Retail Property

Market, along with improvements in People and Culture

and Customer risks, influenced by both structural trends

and our proactive risk management initiatives. However,

there has been a slight increase in Development risk,

reflecting our recent development commitments as we

actively pursue our strategy to capitalise on our

strengthsin this area.

The key changes and assessments are summarised in the

risk heat map below and in the principal risks table on

pages 48 to 58, detailing the key impacts on our business,

mitigating actions and key risk indicators.

Key

Principal risks

External

1 Macroeconomic

2 Political, Legal and

Regulatory

3 Property Market

a Campuses

b Retail

c London urban logistics

4 Major Events/Business

Disruption

Internal

5 Portfolio Strategy

6 Development

7 Financing

8 Environmental and Social

Sustainability

9 People and Culture

10 Customer

11 Operational and

Compliance

Note: The above illustrates principal risks which by their nature are those which have the potential to significantly impact

theGroup’s strategic objectives, financial position or reputation. The heat map highlights net risk, after taking account of

principal mitigations. The arrow shows the movement from 31 March 2023.

HighMedium to highLow to medium

High

HighLow

Likelihood

Impact

Low

Risk heat map

PRINCIPAL RISKS CONTINUED

External principal risks

Macroeconomic

Changes in the macroeconomic environment and in fiscal and monetary policy can pose risks and opportunities

forproperty and financing markets, impacting our strategy and financial performance.

Risk mitigation

– The Board, Executive Committee

and Risk Committee regularly

assess our strategy in the broader

macroeconomic context,

potentially adjusting strategic

priorities, capital allocation and

risk appetite.

– Our strategy team provides

ongoing monitoring through a

dashboard that tracks key

macroeconomic indicators from

internal and external sources

alongside central bank guidance

and government policies.

– We conduct regular stress tests

on our business plan to ensure

flexibility and resilience during

an economic downturn.

– Our business model centres on

a prime, high quality portfolio

aligned to submarkets with strong

occupational fundamentals and

market trends. Additionally, we

actively recycle capital to rotate

out of assets where we have

successfully delivered the business

plan to crystallise returns, and then

reinvest capital into opportunities

where we anticipate strong returns

through development or asset

management. This strategy helps

us maintain financial strength and

mitigate the impact of adverse

economic shifts.

Risk assessment

Despite ongoing challenges, the

economy has shown greater

resilience than expected this year.

This risk has slightly decreased from

its elevated level last year, with

expectations for lower inflation and

interest rates, and improving, but still

modest GDP growth in the near term.

Nevertheless, uncertainties persist,

particularly in light of recent

geopolitical events, making the

macroeconomic outlook our most

significant risk.

Throughout the year, the Board

andkey Committees have closely

monitored the macroeconomic

impact on our portfolio strategy,

markets and customers, and have

responded accordingly. This has

included actively managing our

business by strategically allocating

capital, maintaining financial strength

and mitigating development and

financing risks (as detailed under

therespective risks below).

Emerging risk trends:

– Economic uncertainty, including

a potential resurgence of

inflationary pressures and

impact on interest rates

Opportunity/approach

We operate a diversified model,

focusing on strategically attractive

segments with strong occupational

fundamentals. This, combined

with our high-quality properties,

robust balance sheet and

experienced leadership, positions

us well to navigate further market

challenges and capitalise on

opportunities as themacroeconomic

environment improves.

Impact:

Medium to high

Likelihood (post-mitigation):

Medium to high

Change in risk assessment in year:

KRIs:

– Projected Economic Metrics: including

GDP growth, inflation and interest

rateforecasts

– Consumer Sentiment and Labour

Market Indicators: including

consumerconfidence levels and

unemployment rates

– Market Resilience Assessment:

conducting stress testing for downside

scenarios to assess the impact of

differing market conditions and inform

our portfolio strategy

Link to strategy:

Overseen by:

Executive Committee, CEO

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Political, Legal and Regulatory

Significant political events and regulatory changes, along with government policies, pose risks in three key areas,

influencing both our strategy and financial performance:

– Reluctance of investors and businesses to make investment and occupational decisions due to prevailing uncertainty

– Negative impact on appetite to invest in the UK, along with changes in government policies and regulation,

especially those directly affecting real estate or our customers

– Potential changes in the UK government or shifts in political direction

Risk mitigation

– Whilst we cannot influence the

outcome of significant political

events, we consider their risks

when setting our business strategy

and making strategic investment

and financing decisions.

– We internally review and monitor

proposals, emerging policies and

legislation to ensure compliance,

and we engage public affairs

consultants to stay informed

aboutpotential policy and

regulatory impacts.

– We participate with industry

peersand representative bodies to

engage in policy and regulatory

debates. Additionally, we monitor

and assess social and political

challenges relevant to our industry

and apply our own evidence-based

research to engage in thought

leadership discussions.

Risk assessment

Throughout the year, the assessment

of Political, Legal and Regulatory

risks has remained stable, yet

uncertain and elevated. This is

primarily due to macroeconomic

conditions, ongoing geopolitical

tensions arising from the wars

in Ukraine and the Middle East,

increased government regulations

and intervention, and the potential

for political leadership changes

at the upcoming general election

later this year. These factors have

the potential to impact various

aspects, including interest rates,

supply chains, security, cyber risks,

compliance and reputation.

Emerging risk trends:

– Geopolitical instability

– Regulatory changes

Opportunity/approach

We actively monitor the political

outlook and regulatory changes to

promptly identify and address shifts

which may impact the Group or our

customers to enable us to navigate

potential impacts. We work closely

with Government, both directly and

through our membership of key

industry bodies, to input into

regulation as draft proposals emerge.

Impact:

Medium to High

Likelihood (post-mitigation):

Medium to High

Change in risk assessment in year:

KRIs:

– Monitor changes within the geopolitical

landscape, UK policies, tax or

regulations

Link to strategy:

Overseen by:

Executive Committee, CEO

Key

Increase

No change

Decrease

Source value add opportunities

Develop and actively manage

Recycle capital

Sustainability

PRINCIPAL RISKS CONTINUED

Property Markets

A decrease in investor demand or weakening occupier demand in our property markets could adversely affect

underlying income, rental growth and capital performance. Additionally, structural changes in consumer and business

practices, such as the growth of online retailing and hybrid working, could also negatively impact demand for our assets.

Risk mitigation

– The Board, Executive Committee

and Risk Committee regularly

assess whether any current or

future changes in the property

market outlook present risks and

opportunities. These assessments

inform the execution of our

strategy and capital allocation plan.

– Our strategy team provides regular

dashboards to the relevant

Committees, tracking key

investment and occupier demand

indicators from internal and

external sources, supplemented

byour market insights.

– We focus on prime assets and

sectors that we think will

demonstrate resilience over the

medium term to a potential

reduction in occupier and

investordemand.

– We actively maintain strong

relationships with our occupiers,

agents and investors, to monitor

sector trends.

– We stress test our business plan

toassess the impacts of shifts in

demand, rental growth prospects

and property yields.

Risk assessment

Campuses

The campus property market risk

outlook has remained stable, mainly

due to sustained higher interest rates

affecting investor sentiment and

structural challenges arising from

hybrid working trends. Meanwhile,

the prime London office market

continues to exhibit strong

occupational fundamentals, driven by

low vacancy, reduced development

pipeline and increasing demand for

premium, sustainable spaces.

Emerging risk trends:

– Shifts in work patterns,

workforce dynamics and

locations of work such as

hybrid working

– AI and emerging technologies

– Bifurcation of offices

Opportunity/approach

Our campus model strategically

focuses on providing well-connected,

best in class buildings with leading

sustainability and design credentials,

surrounded by attractive public

spaces with a range of amenities. The

quality of our assets enhances the

resilience of our offer as occupiers

seek out the best space for their

business needs.

Retail

The retail property market risk

outlook has improved, with

strengthening occupational markets

and relatively robust investment

activity in our preferred retail

parksector.

Opportunity/approach

Our retail portfolio strategically

focuses on retail parks, aligned

withthe growth of convenience

andan omni-channel retail strategy.

We will continue to seek acquisition

opportunities in retail parks,

leveraging our scale and asset

management expertise for

valuecreation.

London urban logistics

The London urban logistics property

market risk outlook has remained

stable at a relatively low level, driven

by structural changes in e-commerce

and a tight supply of suitable space.

Opportunity/approach

Our urban logistics portfolio

strategically focuses on

development-led initiatives, involving

the intensification and repurposing

ofexisting buildings in London,

capitalising on high demand

andscarce supply.

Campuses

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

Retail

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

London urban logistics

Impact:

Low

Likelihood (post-mitigation):

Low

Change in risk assessment in year:

KRIs:

– Occupier and investor demand

indicators within our sectors

– Spread between property yields

andborrowing costs

– Online sales market trends to provide

insight into consumer behaviour

– Monitor office occupational trends

andcampus occupancy patterns to

understand occupier requirements

andvisitor patterns

Link to strategy:

Overseen by:

Executive Committee, CEO

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Major Events/Business Disruption

Global or national events such as civil unrest, terrorism, pandemics, cyber-attacks, extreme weather, environmental

disasters or power shortages can cause significant damage to our business, portfolio, customers, people and supply

chain. This could result in sustained asset value or income impairment, liquidity or business continuity challenges,

share price volatility, or loss of key customers or suppliers.

Risk mitigation

– The Group maintains thorough

crisis response plans and incident

management procedures, as well as

business continuity plans, at both

head office and asset levels, which

are regularly reviewed and tested.

– Asset emergency procedures

undergo routine review and

scenario testing, with physical

security measures implemented at

properties and development sites.

– We use third parties to supplement

internal expertise when testing

resilience to cyber-attacks

alongside regular training

foremployees.

– Robust IT security systems and

business continuity plans are in

place to safeguard data, support

disaster recovery and ensure

business continuity.

– Comprehensive property damage

and business interruption insurance

cover for the entire portfolio.

Risk assessment

Global uncertainties, both political

and economic, remain elevated

posing potential threats to the

Group’s operations and stakeholders.

Notably, terrorism and cyber security

breaches continue to pose threats, as

well as evolving geopolitical events

which have the potential to disrupt

UK supply chains. Our crisis

management team carries out event

simulations to test our response

processes and procedures.

Emerging risk trends:

– Geopolitical instability

– Pandemics and health crises

– Increasing sophistication

of cyber security threats

Opportunity/approach

The challenges faced in recent years,

especially during the pandemic, have

demonstrated the resilience of our

business model and the effectiveness

of our crisis management plans. We

remain vigilant in addressing ongoing

risks posed by external threats.

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

KRIs:

– Home Office terrorism threat level and

accessing security threat information

services inform our security measures

– Security risk assessments conducted

for our assets

– Cyber security breaches

– Flood risk vulnerability

Link to strategy:

Overseen by:

Executive Committee, CEO

Key

Increase

No change

Decrease

Source value add opportunities

Develop and actively manage

Recycle capital

Sustainability

PRINCIPAL RISKS CONTINUED

Internal principal risks

Portfolio Strategy

Inappropriate portfolio strategy and subsequent execution could lead to income and capital underperformance.

Thiscould result from incorrect sector selection and weighting, poor timing of investment and divestment decisions,

inappropriate exposure to developments, the wrong mix of assets, occupiers and region concentration, inadequate

due diligence, or inappropriate co-investment arrangements.

Risk mitigation

– The Board conducts an annual

review of the overall corporate

strategy, including the current

andprospective portfolio strategy.

– Our portfolio strategy is

determined to be consistent with

our target risk appetite and is

based on the evaluation of the

external environment.

– Progress against the strategy and

continuing alignment with our risk

appetite is discussed regularly by

both the Executive and Risk

Committees with reference to the

property markets and the external

economic environment.

– Individual investment decisions

undergo rigorous risk evaluation

overseen by the Investment

Committee including consideration

of returns relative to risk adjusted

hurdle rates. The Board evaluates

and approves significant

investment or divestment decisions.

– Review of prospective performance

of individual assets and their

business plans.

– We foster collaborative

relationships with our co-investors

and enter into ownership

agreements which balance the

interests of the parties.

Risk assessment

Our portfolio strategy has faced

ongoing challenges, and this risk

remains broadly stable, reflecting

macroeconomic conditions and

challenging investment markets.

While rising interest rates have

impacted our portfolio valuations,

there has been a notable slowdown in

outward yield movement during the

latter half of the year. Despite this,

our operational performance remains

strong, reinforcing our confidence in

our core markets: campuses, retail

parks and London urban logistics.

Wehave maintained a disciplined

approach to capital allocation,

progressing multiple sales while

advancing our development pipeline.

Emerging risk trends:

– Shifts in work patterns,

workforce dynamics, and

locations of work such as

hybrid working

– AI and emerging technologies

– Bifurcation of offices

Opportunity/approach

Our value-add strategy is resilient,

centred on recycling capital and

redeploying to value-add acquisitions

and developments in our chosen

sectors. As the market environment

becomes more favourable, we

anticipate continued rental growth

and development upside.

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

Risk appetite:

Balanced

KRIs:

– Execution of targeted acquisitions and

disposals in line with capital allocation

plan (overseen by the Investment

Committee)

– Annual IRR process which forecasts

prospective returns of each asset

– Portfolio liquidity including percentage

of our portfolio in joint ventures

Link to strategy:

Overseen by:

Executive Committee, Investment

Committee and Head of Investment

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Risk mitigation

– We employ a risk-controlled

development strategy, managing

exposure, pre-letting and fixing

costs.

– Monitor total and speculative

development exposure within

targeted ranges, considering

associated risks.

– Prior to committing to a

development, a detailed appraisal

is undertaken, evaluating returns

relative to risk adjusted hurdle

rates, overseen by our Investment

Committee.

– Pre-lets are used to reduce letting

risk when appropriate.

– Competitive tendering for

construction contracts, including

fixed-price contracts. To account

for inflationary pressures on

materials and labour costs, we

incorporate appropriate allowances

into our cost estimates and within

the fixed-price contracts.

– Detailed selection and close

monitoring of main contractors

andkey subcontractors, including

covenant reviews.

– Experienced development

management team closely monitors

design, construction and overall

delivery process.

– Early engagement and strong

relationships with planning

authorities, considering

environmental and community

impacts.

– Through our Place Based approach,

we engage with communities

where we operate to incorporate

stakeholder views in our

development activities, as detailed

in our Sustainability Brief.

– We engage with our development

suppliers to manage environmental

and social risks, including through

our Supplier Code of Conduct,

Sustainability Brief and Health and

Safety Policy.

– Management of risks across our

residential developments, in

particular fire and safety

requirements.

Risk assessment

We have observed a slight increase in

prospective development risk from a

relatively low level. This reflects our

increased development commitments

as we actively pursue our strategy

to capitalise on our strengths

in this area. While inflationary

pressures within the construction

supply chain have somewhat

eased, geopolitical instabilities

continue to pose supply chain risks.

This year, we have committed to

further projects, including The

Optic in Cambridge, and, post-

year end, 2 Finsbury Avenue. While

this has increased our gross and

speculative development exposure,

we remain within our associated risk

tolerances, and are mitigating risks

through a combination of pre-lets,

fixing costs and joint ventures.

Emerging risk trends:

– Supply chain resilience

– Supply of utilities/resources

Opportunity/approach

Advancing value-accretive

development remains a primary focus

for driving business performance.

Our robust balance sheet, contractor

relationships and development

management expertise positions us

well to proceed with our pipeline

while managing associated risks. We

have adjusted our return and yield on

cost requirements to account for

higher exit yields and finance costs.

We will evaluate future development

returns based on these defined

criteria, taking into consideration our

balance sheet capacity.

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

Risk appetite:

Balanced

KRIs:

– Total development exposure (<12.5%

ofportfolio value); Speculative

development exposure (<12.5% of

portfolio ERV); and Residential

exposure

– Progress on execution of key

development projects against plan

(including evaluating yield on cost)

– Non-income producing pipeline

– Development spend covered by fixed

priced contracts. Forecasts for

construction cost inflation

Link to strategy:

Overseen by:

Executive Committee, Investment

Committee and Head of Development

Development

Development offers an opportunity for outperformance but usually involves elevated risk. Development strategy

addresses several risks that could adversely impact underlying income and capital performance, including

development letting exposure, construction timing and costs, contractor failure, adverse planning decisions,

aswell as changes in occupational and investment markets.

Key

Increase

No change

Decrease

Source value add opportunities

Develop and actively manage

Recycle capital

Sustainability

PRINCIPAL RISKS CONTINUED

Financing

Failure to adequately manage financing risks may result in a shortage of funds to sustain the operations of the business

or repay facilities as they fall due. Financing risks include reduced availability of finance, increased financing costs,

leverage magnifying property returns (both positive and negative) and breach of covenants on borrowing facilities.

Risk mitigation

– We regularly review funding

requirements for our business plans

and commitments. We monitor the

period until financing is required,

considering our facilities and

commitments, which is a key

determinant of financing activity.

Debt and capital market conditions

are reviewed regularly to identify

financing opportunities that meet

our business needs.

– We maintain good long term

relationships with our key

financingpartners.

– We set appropriate ranges of

hedging on the interest rates on

our debt, with a balanced approach

to have a higher degree of

protection on interest costs in the

shorter term.

– We manage our use of debt and

equity finance to balance the

benefits of leverage against the

risks, including magnification of

property valuation movements.

– We aim to manage our loan to

value (LTV) through the property

cycle such that our financial

position would remain robust in

theevent of a significant fall in

property values. We also consider

Net Debt to EBITDA, an earnings-

based leverage metric. With these

metrics, we do not adjust our

approach to leverage based only on

changes in property market yields.

– We manage our investment activity,

as well as our development

commitments, to maintain

appropriate LTV and Net Debt

toEBITDA levels.

– Financial covenant headroom

is evaluated regularly

and in conjunction with

transaction approval.

– We work with industry bodies

andrelevant organisations to

participate in debate on emerging

finance regulations affecting

ourbusiness.

– We spread risk through joint

ventures, which may be partly

financed by debt without recourse

to British Land.

Risk assessment

Our overall financing risk has

remained relatively stable during the

year. Despite the significant rise in

market interest rates over the past

two years, current forecasts indicate

interest rates will begin to decrease

in the near term. We have continued

to actively manage our financing risk

by maintaining access to a diverse

range of funding sources with a

spread of repayment dates.

Emerging risk trends:

– Economic uncertainty, including

a potential resurgence of

inflationary pressures and

impact on interest rates

– Geopolitical instability

Opportunity/approach

The macroeconomic environment

reinforces the importance of a strong

balance sheet. Fitch reaffirmed all our

credit ratings, including our senior

unsecured credit rating at ‘A’ during

the year, with a stable outlook. Our

Group Net Debt to EBITDA ratio is

6.8x, and on a proportionally

consolidated basis is 8.5x, with our

LTV at 37.3%. We have completed

£1bn of financing activity in the year,

arranging £475m of new bank term

loans and extending £475m of

revolving credit facilities by one year.

We use hedging to manage our

interest rate risk and are fully hedged

for the year to March 2025. With

favourable access to debt capital

markets, we are well positioned to

support business needs and

emerging opportunities.

Impact:

Medium

Likelihood (post-mitigation):

Low to Medium

Change in risk assessment in year:

Risk appetite:

Risk Adverse

KRIs:

– Period until refinancing is required

(notless than two years)

– Net Debt to EBITDA (Group and

proportionally consolidated)

– LTV (proportionally consolidated)

– Financial covenant headroom

– Percentage of debt with interest rate

hedging (spot and average over next

five years)

Link to strategy:

Overseen by:

Derivatives Committee, CFO

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Environmental and Social Sustainability

This overarching risk now includes both environmental and social factors, with a primary focus on environmental

concerns, but acknowledging broader social implications. These risks could affect our financial performance,

reputation, operations, assets and our ability to meet our 2030 sustainability goals.

This risk category covers:

– Increased exposure of assets to physical environmental hazards, driven by climate change

– Compliance and costs related to both existing and emerging environmental and social regulations

– Investment and occupational risk as a result of less sustainable/non-compliant buildings

– Social impacts within our communities

Risk mitigation

– Comprehensive ESG programme,

which is regularly reviewed by the

Board, Executive Committee and

ESG Committee.

– Oversight of our annual TCFD

disclosures and scenario analysis

by the Risk and ESG Committees.

– Monitoring of performance and

management controls by the ESG

Committee, guided by our SBTi

climate targets and our guiding

corporate policies (the Pathway to

Net Zero and the Sustainability

Brief). These establish a series of

actions and targets to reduce the

carbon footprint of our business.

– Our property management

department operates an

environmental management system

aligned with ISO 14001. We

continue to hold ISO 14001 and

50001 certifications at our

commercial offices and run ISO-

aligned management systems at

our retail assets.

– Climate change and sustainability

considerations are fully integrated

within our investment and

development decisions.

– Through our Place Based

approach to social impact, we

understand the most important

issues and opportunities in the

communities around each of

our places and focus our efforts

collaboratively to ensure we

provide places that meet the needs

of all relevant stakeholders.

– We target BREEAM Outstanding

on office developments, Excellent

on retail and HMQ3* on residential.

We have also adopted NABERS UK

on all our new office developments.

– We undergo assurance for key

dataand disclosures across our

Sustainability programme,

enhancing the integrity, quality

andusefulness of the information

we provide.

Risk assessment

Our assessment of Environmental

and Social Sustainability risk now

extends beyond environmental

factors to include our social conduct

across our portfolio. Despite the

evolving regulatory landscape, this

risk has remained relatively stable

forour business. The growing

significance of sustainability risks

impacts not only our business but

also our customers and stakeholders.

We are making good progress on our

2030 Sustainability Strategy,

particularly in improving the energy

efficiency of our standing portfolio,

resulting in improved EPC ratings

with 58% of the portfolio nowrated

Aor B.

Emerging risk trends:

– Regulatory changes

– Supply chain resilience

– Supply of utilities/resources

Opportunity/approach

We recognise both a responsibility

and an opportunity to manage our

business in an environmentally and

socially responsible manner. This

commitment is integral to our overall

strategy. Our Sustainability Strategy

is built upon three key pillars: Greener

Spaces, Thriving Places and

Responsible Choices, addressing

environmental, social and governance

aspects of our approach. Our overall

sustainability performance has been

recognised in international

benchmarks, including GRESB, where

we achieved a GRESB 5-star rating.

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

Risk appetite:

Risk Averse

KRIs:

– Embodied and operational carbon

emissions

– Energy efficiency, including energy

performance certificates (EPCs)

– Future cost of carbon credits to meet

our net zero carbon transition

– Developments target BREEAM and

NABERS UK standards

– Flood risk vulnerability

Link to strategy:

Overseen by:

ESG Committee, Sustainability Committee

and COO

Key

Increase

No change

Decrease

Source value add opportunities

Develop and actively manage

Recycle capital

Sustainability

PRINCIPAL RISKS CONTINUED

People and Culture

Failure to develop, attract and inspire talent with the right skills and experience to deliver our strategy at pace could

lead to significant business underperformance. Additionally, if we have don’t have a culture where employees can

thrive, feel able to be themselves and reflect the people who live, work and socialise at our assets, our operational

performance and decision making will be less than optimal. The talents of our people and the strength of our company

culture are key components of our competitive advantage to allow us to achieve our performance goals. Thisrisk

encompasses factors such as employee engagement, talent retention, diversity and inclusion, manager effectiveness

and aligning corporate values with employee initiatives.

Risk mitigation

We address people and culture risks

through various initiatives, priorities

and processes, such as:

– Targeted recruitment initiatives,

both directly and through trusted

third-party recruiters.

– Rigorous performance assessments

to ensure high standards and an

outcome driven approach.

– Talent management initiatives and

succession planning for key roles.

– Annual benchmarking of salaries

and periodic review of benefits

toensure our packages remain

competitive.

– Comprehensive development

training, including mandatory

training for employees with

management responsibility.

– Clear hybrid and flexible working

policies that set out our

expectations.

– Commitment to equality, diversity

and inclusion, as outlined in our

2030 strategy.

We use a data-driven approach to

assess and manage risks, tracking

metrics such as application and

acceptance rates, retention statistics,

exit surveys and voluntary turnover.

Our Executive Committee reviews the

firm-wide outcomes of performance

and talent assessments to make sure

we are applying consistent

expectations. We mandate training

for all managers, which includes

getting the best out of diverse teams,

leading for high performance, and

addressing day-to-day issues

including sickness absence, flexible

working requests and wellbeing

concerns. We thoroughly analyse our

engagement survey results to

identify themes to shape action plans

for the following year. We engage

with our partners and suppliers to

reinforce our zero tolerance for fraud,

bribery and modern slavery, while

outlining our expectations around

health and safety, as well as other

social and environmental risks.

Risk assessment

The People and Culture risk has

decreased over the year, driven by

our sustained high employee

engagement at 78% and a shift in the

recruitment landscape towards a

more balanced dynamic between

employee and employer. Although

there will always be competition for

top talent, the general recruitment

environment has eased somewhat

amidst economic uncertainties.

Emerging risk trends:

– Talent and skills shortages

– AI and emerging technologies

Opportunity/approach

Our overarching focus is ensuring

appropriate resources in key areas

tosupport strategic priorities and

leveraging our employee value

proposition to maintain British

Land’s status as an employer of

choice. We recognise that the

talents of our people, and the

strength of our Company culture

are key components in attaining

performance objectives. As

part of a specific initiative, this

coming year, we are implementing

a programme to assess the

technology skills of our employees,

enabling us to provide tailored

training to optimise the utilisation

of our technology resources.

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

Risk appetite:

Balanced

KRIs

– Voluntary employee turnover and

reasons cited

– Employee engagement levels

– Gender and ethnicity representation

atall levels, including job applications

– Gender and ethnicity pay gaps

– Employee wellbeing indicators

– Internal job moves and promotion rates

Link to strategy:

Overseen by:

Remuneration Committee and

HRDirector, General Counsel and

Company Secretary

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Customer

The Group’s primary source of income is rent received from our customers. This could be adversely affected by

non-payment of rent; occupier failures; inability to anticipate evolving customer needs; inability to re-let space

onequivalent terms; poor customer service; and potential structural changes to lease obligations.

Risk mitigation

– We have a high quality, diversified

customer base and monitor

exposure to individual occupiers

orsectors.

– We perform rigorous occupier

covenant checks ahead of

approving deals and on an ongoing

basis so that we can be proactive in

managing exposure to weaker

occupiers. An occupier watchlist is

maintained and regularly reviewed

by the Risk Committee and

property teams.

– We take proactive steps to

minimise our exposure (both rent

and tenant incentives) to customers

classified as higher risk.

– We work with our customers to

findways to best meet their

evolving needs.

– We take a proactive asset

management approach to maintain

a strong occupier line-up. We are

proactive in addressing key lease

breaks and expiries to minimise

periods of vacancy.

– We regularly measure satisfaction

across our customer base

throughsurveys.

Risk assessment

Our overall Customer risk has

decreased due to strong cash

collection, leasing activity and

minimal impact of administrations or

CVAs, alongside improvements in the

macroeconomic landscape. While we

remain mindful of ongoing

macroeconomic uncertainty and

structural shifts in property markets,

we proactively maintain a resilient

and diversified customer base. As our

markets have continued to polarise,

customers increasingly demand more

from the places where they work

andshop.

Emerging risk trends:

– Economic uncertainty, including

a potential resurgence of

inflationary pressures and

impact on interest rates

– Shifts in work patterns,

workforce dynamics and

locations of work such as

hybridworking

– AI and emerging technologies

(including the potential impact

on demand for space)

Opportunity/approach

Successful customer relationships

arecritical to our business growth.

Our business model revolves around

our customers, aiming to offer them

modern and sustainable spaces that

meet their evolving needs and market

expectations. Our strategic

positioning across campuses, retail

parks and London urban logistics

portfolios, along with strong

collaborative relationships, is focused

on providing high quality spaces

while maintaining sustainable

occupancy costs. This is

demonstrated in our high occupancy

rate and 99% rent collection.

Impact:

Medium

Likelihood (post-mitigation):

Medium

Change in risk assessment in year:

Risk appetite:

Balanced

KRIs

– Market letting risk, including vacancies,

upcoming expiries and breaks, and

speculative development

– Occupier covenant strength and

concentration (including percentage

ofrent classified as ’High Risk’ and

affected by ‘CVAs or restructuring

plans’)

– Occupancy and weighted average

unexpired lease term

– Rent collection

Link to strategy:

Overseen by:

Head of Real Estate and CFO

Key

Increase

No change

Decrease

Source value add opportunities

Develop and actively manage

Recycle capital

Sustainability

Operational and Compliance

The Group’s ability to protect its reputation, income and capital values could be damaged by a failure to manage

several key operational risks to our business, including: technology and cyber security; health and safety; third party

relationships; and key controls.

Additionally, compliance failures such as breaches in regulations, third party agreements, loan agreements or tax

legislation could also damage reputation and our financial performance.

Risk mitigation

– The Executive and Risk Committees

maintain a strong focus on the

range of operational and

compliance risks to our business.

Technology and cyber security

– The InfoSec Steering Committee,

chaired by the Chief Financial

Officer, oversees our technology

infrastructure, cyber security and

key technology controls and

reports to the Risk Committee

andAudit Committee.

– Cyber security risk is managed

using a recognised security

framework (ISO 27001), supported

by best practice security tools

across our technology

infrastructure, information

securitypolicies, third party risk

assessments and mandatory user

cyber awareness training.

Health and safety

– The Health and Safety Committee

is chaired by the Head of Property

Services and governs the Health

and Safety management systems,

processes and performance in

terms of KPIs and reports to the

Risk, Audit and ESG Committees.

– All our properties have

independent general and fire risk

assessments (with additional

in-house audits) undertaken

annually and any required

improvements are implemented

within defined time frames

depending on the category of risk.

– All our employees must attend

annual Health and Safety training

relevant to their roles.

Third party relationships

– We have a robust selection process

for our key partners and suppliers,

and contracts contain service level

agreements which are monitored

regularly.

– We maintain a portfolio of

approved suppliers to ensure

resilience within our supply chain.

Key controls

– Three lines of defence to manage,

monitor, test and review the

effectiveness of our key controls

across all areas of our business,

including financial reporting,

operational and compliance

activities.

– Biannual attestations by senior

management on the effectiveness

of these key controls,

supplemented by key control

operating effectiveness testing

performed by Group Finance.

– Reporting of control exceptions

toboth the Risk and Audit

Committees with details of the

actions being taken to remedy.

– Annual internal audit review of

key controls.

Risk assessment

Our operational and compliance risks

have remained stable. Our business

faces both operational and

compliance risks in its day-to-day

activities across our people,

processes and technology. We

remain vigilant in monitoring these

critical operational and compliance

risks and there have been no

significant issues to report during the

year. We remain committed to

ongoing monitoring and are actively

implementing strategies to enhance

our cyber security, technology

infrastructure and related key

controls, as well as enhancing our

overall internal control framework.

We have also carried out business

wide risk assessments in respect of

fraud, bribery and corruption and

money laundering risks, and assessed

the controls we have in place to

mitigate these risks.

Emerging risk trends:

– Increasing sophistication of

cyber security threats

– Regulatory changes

– Supply chain resilience

Opportunity/approach

The Risk Committee oversees and

monitors our key operational and

compliance risks across the business.

Our goal is to optimise operational

capabilities, create efficiencies in

people, processes and technology,

Impact:

Medium

Likelihood (post-mitigation):

Low to Medium

Change in risk assessment in year:

Risk appetite:

Risk Adverse

KRIs

– Information systems vulnerability score

– Cyber security breaches

– Health and Safety risk assessments

– Health and Safety incidents

– Risk and control exceptions

Link to strategy:

Overseen by:

Risk Committee, Health and Safety

Committee, Infosec Steering Group

andCFO

PRINCIPAL RISKS CONTINUED

and simultaneously establish

appropriate controls to mitigate risks.

Moving forward, we will continue

investing in enhancing our

operational risk management

platform, ensuring adaptability to

thedynamic environment while

safeguarding the business and

allowing us to seize potential

futureopportunities.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

VIABILITY STATEMENT

Assessment of prospects

The Directors have worked

consistently over several years to

ensure that British Land has a robust

financial position from which the

Group now benefits.

– The Group has access to £1.9bn

undrawn facilities and cash. Before

factoring in any income receivable,

the facilities and cash would be

sufficient to cover forecast capital

expenditure, property operating

costs, administrative expenses,

maturing debt and interest over

thenext 12 months

– The Group retains significant

headroom to debt covenants,

hasno income or interest cover

covenants on unsecured debt and

has no requirement to refinance

until early 2027

– In the year, British Land raised

£475m new bank term loans all with

initial five-year terms and extended

four bilateral revolving credit

facilities totalling £475m

The strategy and risk appetite drive

the Group’s forecasts. These cover

a five-year period and consist of a

base case forecast which includes

committed transactions only, and

aforecast which also includes non-

committed transactions the Board

expects the Group to make. A five-

year forecast is considered to be the

optimum balance between the long

term nature of property investment

and the Group’s long term business

model to create Places People Prefer,

with our weighted average lease

lengths and drawn debt maturities

of around five years (5.2 and 5.8

years respectively at 31 March 2024).

Forecasting greater than five years

becomes increasingly unreliable,

particularly given the historically

cyclical UK property industry.

Assessment of viability

For the reasons outlined above,

theperiod over which the Directors

consider it feasible and appropriate

to report on the Group’s viability

remains five years, to 31 March 2029.

The assumptions underpinning the

forecast cash flows and financial

covenant compliance forecasts were

sensitised to explore the resilience

of the Group to the potential impact

of the Group’s significant risks.

The principal risks table on pages 48

to 58 summarises those matters

that could prevent the Group from

delivering on its strategy. A number

of these principal risks, because

of their nature or potential impact,

could also threaten the Group’s

ability to continue in business in its

current form if they were to occur.

The Directors paid particular

attention to the risk of a deterioration

in economic outlook which

would adversely impact property

fundamentals, including investor

and occupier demand, which would

have a negative impact on valuations,

cash flows and a reduction in the

availability of finance. In addition,

we have sensitised for the potential

implications of a major business

event and/or business disruption.

The remaining principal risks,

whilst having an impact on the

Group’s business model, are not

considered by the Directors to have

a reasonable likelihood of impacting

the Group’s viability over the five

year period to 31 March 2029.

The most severe but plausible

downside scenario, reflecting a

severe economic downturn,

incorporated the following

assumptions:

– Structural changes to the Property

Market and Customer risk; reflected

by an ERV decline, occupancy

decline, increased void periods,

development delays, no new

lettings during FY25 and the

impact of a proportion of our high

risk and medium risk occupiers

entering administration

– A reduction in investment property

demand to the level seen in the last

severe downturn in 2008/09, with

outward yield shift to c.9% net

equivalent yield

As at 31 March 2024, the Group’s

debt covenant headroom is 39%,

being the level by which portfolio

property values could fall before

a financial breach occurs. Over

the five-year base case forecast

period the lowest headroom is

32%. Under the ‘severe downside

scenario’ this reduces to 12%,

prior to any mitigating actions

such as asset sales, indicating that

financial covenants on existing

facilities would not be breached.

Based on the Group’s current

commitments and available facilities

there is no requirement to refinance

until early 2027. In the normal course

of business, financing is arranged in

advance of expected requirements

and the Directors have reasonable

confidence that additional or

replacement debt facilities will be

put in place prior to this date.

In the ‘severe downside scenario’

the refinancing date is maintained

at early 2027. However, in the

event new finance could not be

raised, mitigating actions are

available to enable the Group to

meet its future liabilities at the

refinancing date, principally asset

sales, which would allow the Group

to continue to meet its liabilities

over the assessment period.

Viability statement

Having considered the forecast

cashflows and covenant

compliance and the impact of the

sensitivities in combination with

the ‘severe downside scenario’,

the Directors confirm that they

have a reasonable expectation

that the Group will be able to

continue in operation and meet its

liabilities as they fall due overthe

period ending 31 March 2029.

Going concern

The Directors also considered

itappropriate to prepare the

financialstatements on the

goingconcern basis.

SUSTAINABILITY REVIEW

Canada Water

DELIVERING

OUR

SUSTAINABILITY

STRATEGY

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

York House

B R I T I S H L A N D

SUSTAINABILITY PROGRESS

REPORT 2024

READ MORE ON PAGE 64

1. Carbon emissions is used interchangeably with greenhouse gas (GHG)

emissions. Our accounting and reporting covers the scope of all GHG

emissions types and GHGs are converted into carbon dioxide equivalents

2. Performance is versus an indexed FY19 baseline, for more information

seepage 66

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

We are committed to making a long-lasting, positive

social impact in the communities where we operate by

collaboratively addressing local priorities with a focus

oneducation, employment and affordable space.

We are committed to making responsible choices

acrossall areas of our business and we encourage our

customers, partners and suppliers to do the same.

£200m

of direct social and economic value

generated by 2030

– FY24: £29.8m

90,000

education and employment beneficiaries

by 2030

– 58,000 beneficiaries since FY21

£25m

Social Impact Fund to be deployed by

2030, including £10m of affordable space

– £12.6m deployed since FY21, including

£6.8m cash and £5.8m affordable space

GRESB for Development

andStandingInvestments

– FY24: 5* achieved

100%

of developments on track to achieve

BREEAM Outstanding (Offices); Excellent

(Retail); HQM (Residential) minimum 3*

– FY24: 65%

Targeting

40%

(at least) female representation

at senior management levels

– FY24: 36%

17.5%

minoritised ethnic representation

across the Company by 2025

– FY24: 17.7%

100%

of people working at our places on

our behalf paid real Living Wages

– 100% of our employees and 97% of our

supplier employees were paid the real

Living Wage

Targeting

Thriving Places Responsible Choices

READ MORE ON PAGE 72

6464

SUSTAINABILITY REVIEW CONTINUED

Delivering Greener Spaces is integral

tocreating Places People Prefer. Our

approach helps us to meet the needs

of our customers who increasingly

want space with excellent sustainability

credentials to help them meet their

own sustainability goals.

Exchange Square

Broadgate

Regent’s Place

GREENER

SPACES

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Our approach to net zero

Real estate is a carbon-intensive

industry responsible for 34% of global

final energy consumption and 26% of

energy-related carbon emissions.

Our Pathway to Net Zero sets

out our targets and actions to

progress towards net zero carbon.

Since its launch in 2020 we have

been delivering on these actions,

which is reflected in our further

strong progress in FY24.

Our Pathway was created in line with

the best practice guidance for net

zero carbon at the time; however,

we recognise that standards and

guidance on how to define net zero

carbon continue to evolve with

climate science. To ensure that we

remain aligned with best practice

we are updating our existing

Science Based Targets initiative

(SBTi) targets in line with the

upcoming Building sector guidance.

Whilst we are updating our SBTi

targets, our 2030 sustainability

targets will remain unchanged.

Reducing embodied carbon

indevelopments

Reducing embodied carbon, which

covers all emissions generated in

the production, maintenance and

deconstruction of a building, is

critical to advancing towards net zero

carbon. This year, we reduced our

average embodied carbon intensity

across committed, near and medium

term office developments to 625kg

e per sqm from 646kg CO

e per

sqm. Including office developments

which have completed since FY21, the

average is 593kg CO

e per sqm. Key

to this is our commitment to reusing

existing building components and

materials wherever possible, design

efficiency and specifying low carbon

materials. It is only once reasonable

practical and economically viable

steps to reduce embodied carbon

have been explored in design that

we offset any residual embodied

carbon with certified carbon credits.

Read our Mandela Way case study in

ourSustainability Progress Report

View more online

britishland.com/data

Office developments kg CO

per sqm

Completed developments 408

Development pipeline,

including completed

developments

593

Development pipeline,

excluding completed

developments

625

Circular economy

Our development approach

acknowledges circularity as a crucial

part of real estate’s future, placing

more importance on regenerating

nature, carbon reduction and

sustainable resource management.

We investigate every opportunity to

retain, reuse and upcycle materials

and structure in existing buildings,

and integrate these into the design

where possible. At 2 Finsbury

Avenue, the existing aluminium

cladding has been investigated for

upcycling, with a view for specifying

in the new building, reducing carbon,

cost and material use. Through

materials mapping, we will produce

materials passports for our buildings

which hold detailed data enabling

more efficient reuse, recycling and

recovery of materials. In FY22, we

were awarded an innovation credit by

the Building Research Establishment

(BRE) for implementing the UK’s

first large-scale use of a materials

passport at 1 Broadgate, a key

enabler for the circular economy

in the built environment. To ensure

consistency across projects, this year

we worked with GXN to develop a

materials passport protocol which we

piloted at Canada Water, capturing

the defined characteristics of

reusable materials. We are rolling out

this protocol where appropriate on

all major developments, recognising

that a low carbon future does not

exist without a circular economy.

Low carbon materials

Our Low Carbon Materials Working

Group is tasked with identifying and

reviewing low carbon materials and

solutions to adopt and pilot on our

development projects. In FY24, we

shared our Carbon Primer with our

development suppliers, bringing

together lessons from multiple

British Land projects that have

been at the forefront of innovative

low carbon design. The Primer

highlights carbon intensive elements

of designs and presents solutions

for addressing these through

efficient design and specifying

low carbon materials. Theworking

group also identifies opportunities

to further reduce embodied carbon

by challenging and interrogating

conventional building standards.

Average embodied carbon

(CO

e) per sqm in current

office developments

625kg

2023: 646kg

Improvement in managed

portfolio energy intensity

against FY19 baseline

18%

2023: 17%

1. Performance is versus an indexed FY19 baseline,

for more information see page 66

2. EPC rated A or B is reported as a proportion

ofERV

3. https://sciencebasedtargets.org/resources/

files/SBTi_Buildings_Guidance_Draft_for_

Pilot_Testing.pdf

Portfolio EPC A or B rated

58%

2023: 45%

SUSTAINABILITY REVIEW CONTINUED

decarbonisation and helping them

both achieve an EPC B rating.

Offsetting strategy

In line with our commitment to

progress towards net zero carbon

we offset the residual embodied

carbon in our developments. This is

the embodied carbon that remains

once we have explored reasonable

practical and economically viable

steps to reduce embodied carbon

through material reuse, design

efficiency and materials specification.

We pre-purchase carbon credits for

all of our committed developments,

both to secure our preferred projects

and to provide greater certainty

over costs, as one of our identified

long term risks is the rising price

of carbon credits (see page 80).

We have now pre-purchased

carbon credits in agreement with

our joint venture partners, where

required, equivalent to 93% of the

embodied carbon in our committed

development pipeline. We retire

these carbon credits in line with

practical completion or shortly

after once the residual embodied

carbon values have been finalised.

To date, 49% of these carbon

credits have been retired.

This year, we conducted a thorough

review of our carbon offsetting

procurement strategy. Working

with consultants, we assessed the

main risks in the voluntary carbon

market and how we could best

mitigate them. As a result, we

have incorporated additional due

diligence steps and core criteria

into our carbon credit selection

process. Additionally, for every

upcoming development we will

consider local, certified carbon

credits. The voluntary carbon

market is fast-evolving and so

we will continue to regularly

review our purchasing strategy

as the best practice guidelines

and our preferences progress.

READ MORE ABOUT OUR

OFFSETTING STRATEGY

INOUR SUSTAINABILITY

PROGRESS REPORT 2024

Reducing operational carbon

in our standing portfolio

For the first time this year we are

able to report the energy intensity,

169kWhe per sqm, and carbon

intensity, 41kg CO

e per sqm, for

our whole managed portfolio.

The

managed portfolio includes

multi-let properties where there

is management influence over

operations, including assets fully

owned by British Land and joint

ventures or investment funds. This

is possible as in FY23 we gained

access to the occupier-procured

energy data at our Retail assets

and in FY24 we developed a

methodology to incorporate this

with our landlord-procured energy

data

. Being able to monitor the

whole energy consumption of our

managed portfolio is an important

step in our net zero journey.

These values equate to a 39%

reduction in carbon intensity and

18% improvement in energy intensity

against indexed FY19 baselines

for our whole managed portfolio.

This progress since FY19 reflects

the positive impact our carbon

efficient interventions are having

on lowering energy consumption

and we remain on track to achieve

our 2030 sustainability targets.

Read our Heat pump case studies in

ourSustainability Progress Report

View more online

britishland.com/data

Retrofitting our portfolio

Through a comprehensive

programme of environmental

audits, a net zero pathway has

been established for the majority

of our managed assets, which is a

fundamental part of their business

plans. The audits identified retrofit

interventions, which are timed with

the lifecycle of existing building

components to improve energy and

carbon efficiency, such as replacing

gas boilers with air or water source

heat pumps and LED lighting.

Designing for efficient operation

For new office developments, we

target whole building operational

energy efficiency of 90kWhe per

sqm, in line with UK Green Building

Council (UKGBC) 2030 targets.

To deliver this, we are adopting

NABERS UK Design for Performance

(DfP) on all office developments; a

framework which ensures accurate

prediction of energy consumption

throughout a building’s life. In FY23,

1 Broadgate received a NABERS

UK DfP target rating of 5 stars, the

first building in the UK to do so.

This year, we have six developments

undergoing NABERS UK design

reviews, two of which having now

received a target rating. To achieve

and maintain our NABERS UK

targets, we have engaged Verco as

part of an internal NABERS Working

Group to develop bespoke guidance

on implementing robust processes

on British Land developments.

Transition Vehicle

A key mechanism for delivering

our energy and carbon targets is

our Transition Vehicle, which we

established in 2020 to fund the

cost of decarbonising our portfolio.

It is financed by an internal levy

on the embodied carbon in our

developments, which we review

the price of annually. This year,

for the first time, we increased

the carbon levy by 50% from £60

to £90 per tonne of carbon. This

new price better reflects the true

cost of carbon and incentivises our

development teams to reduce the

embodied carbon. All new committed

developments from 1 April 2024

will be subject to this new price.

From every £90, two-thirds is

invested in retrofitting projects on

our standing portfolio, renewable

energy production, and research

and development and the remaining

one-third is used to purchase

carbon credits. We also supplement

our Transition Vehicle with a £5m

annual float which is ringfenced

for our retrofitting projects.

The Transition Vehicle has so far

committed £10m on retrofitting

projects and Renewable Gas

Guarantees of Origin (RGGOs). Some

of the projects funded through the

Transition Vehicle in FY24 include

the installation of an air source heat

pump (ASHP) at York House and

LED lights at 10 Exchange Square.

These projects transitioned the

assets to be fully electric, positioning

them to benefit from further grid

1. Read more about this methodology in

the Reporting Criteria section in our

Sustainability Progress Report at

britishland.com/data

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

by investing in on site and off site

renewable energy sources. In FY24

we had two-megawatt peak (MWp)

of solar capacity. We are exploring

how best to grow and rollout our

solar capacity at our retail parks and

logistics developments.

In FY24 we made progress at our two

pilot sites for retail park roof solar PV

installation – both sites had their grid

applications accepted and we have

now submitted planning applications.

We are in discussion with our

customers on power purchase

agreements (PPAs) and taking the

roof space back under landlord

control. Ourcustomers will benefit

from reliable, good value, 100%

renewable electricity generated on

site while we will generate income

from supplying this electricity. Our

retail parks have rooftop capacity for

approximately 200,000 sqm of solar

PV – an area as big as 28 football

pitches. If we were able unlock this, it

could add c.36MWp of renewable

capacity to our portfolio and

generate more than 30MkWh of

energy for our customers every year.

We are a signatory to RE100, which

commits us to procuring 100%

renewable energy. We purchase

our energy from Renewable Energy

Guarantees of Origin (REGO) and

Renewable Gas Guarantees of Origin

(RGGO) certified sources and all of

these are from traceable sources.

Nature

Alongside climate change it is well

documented that we are facing a

nature loss crisis, particularly in the

UK, which is now considered to be

one of the world’s most nature-

depleted countries

. These crises

are inextricably linked and so we

seek to resolve them together

through the use of nature-based

solutions. We recognise the intrinsic

value of nature and the key role

it has in supporting the health

and wellbeing of customers and

visitors to our places and the role

we can play in enhancing it.

We have been supporting nature at

our places for more than a decade,

through the introduction of green

infrastructure and from landscape

management. This year we have been

working with our ecologists to finalise

our Nature Strategy, including setting

additional targets for our managed

portfolio, which we plan to launch in

FY25. Additionally, we have

incorporated nature targets and

requirements for both our

developments and managed assets

This year we further advanced

the retrofit of our managed

portfolio and there has now been

an £18m investment in carbon

efficient interventions across

51 of our managed assets.

We recognise the proposed Minimum

Energy Efficiency Standard (MEES)

requirements for all commercial

buildings to be EPC A or B rated,

therefore the net zero pathways

include the interventions and

associated costs to achieve a B

rating. The estimated cost for our

portfolio to comply with MEES

requirements is £100m and we

expect that a significant portion of

this investment will be recovered

through the service charge as part

of the standard process of lifecycle

replacement. By implementing the

carbon efficient interventions, we

have already yielded a commendable

increase in the EPC rating across

the portfolio, rising from 45% (by

ERV) in FY23 to 58% in FY24.

At the end of FY24, we received the

Chartered Institution of Building

Services Engineers (CIBSE) Building

Performance award in recognition

for our facility management at our

Broadgate campus. This accolade

serves as a reflection of the extensive

work that the site teams have been

doing deploying the asset-level net

zero pathways and progressing

our 2030 Sustainability Strategy.

Digitalisation

My Building, our smart building

platform, is driving energy

efficiency. The platform pulls

together various data points which

provides new insights to improve

building performance, from

understanding how occupancy

affects energy and how weather

affects occupancy, to knowing

exactly how much energy is saved

byevery intervention we implement.

Using My Building, we have also

switched from traditional time-

schedule operations to occupancy-

based, where lighting, heating

and cooling automatically adjust

based on whether anyone is using

the space. Our pilot at Storey

100 Liverpool Street has reduced

annual energy use for heating,

ventilation, and air conditioning

(HVAC) by 35% and by 25% for

lighting. Following this successful

pilot we are looking at rolling this

out at some of our other offices.

Renewable energy sources

We plan to supplement the

decarbonisation of the national grid

into our Sustainability Brief for

ourPlaces.

Read our Regent’s Place

publicrealm case study in our

Sustainability Progress Report

View more online

britishland.com/data

In 2020, the Broadgate Biodiversity

Framework set our updated

precedent for managing nature. This

Framework was used in the design

of the public realm improvements at

our Broadgate and Regent’s Place

campuses. These public realm works

have resulted in a biodiversity net

gain of 16% at Broadgate and 91% at

Regent’s Place. Alongside this we

have been commissioning nature

action plans at our retail assets and

now 57% of our managed portfolio

has an action plan to enhance nature.

With our environmental consultants

we completed an initial Taskforce on

Nature-related Financial Disclosures

(TNFD) scoping exercise for

Broadgate. This identified where

to focus our early TNFD related

efforts to integrate nature into

decision making, addressing areas

with the highest nature-related

impacts and dependencies. We

now have a clear action plan to

2027, outlining our steps to create

a TNFD aligned disclosure.

Collaborating to achieve our

2030targets

To achieve our targets we must

address elements that are not in

our direct control.

Our embodied carbon reduction

targets rely on the decarbonisation

of key construction materials, so

we are engaging with concrete and

steel producers and have signed

up to the Concrete Zero and Steel

Zero pledges.

To achieve our operational

intensity targets we need our

occupiers to decrease their energy

consumption in our units, so we

are engaging with our customers

and sharing best practice.

3. https://stateofnature.org.uk/wp-content/

uploads/2023/09/TP25999-State-of-Nature-

main-report_2023_FULL-DOC-v12.pdf

2. This includes Capex (landlord and Joint Venture),

service charge and occupier spend

THRIVING

PLACES

SUSTAINABILITY REVIEW CONTINUED

Our social impact strategy focuses on three core

areas of education, employment and affordable

space as this is where we can make the biggest

impact. The resulting programmes directly impact

the communities living in and around our places,

supporting their wellbeing and prosperity. This

makes our places more appealing, helps us attract

and retain customers and create more opportunities

for local people.

Free school uniform shop

Ealing Broadway

Abseil to support Hopscotch

338 Euston Road

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Social impact

Our strategy focuses on the areas

where we can make a long-lasting,

positive social impact, on issues that

matter in our communities. We have

a place-based approach which means

that we tailor our activities around

local needs and opportunities.

Our £25m Social Impact Fund,

which comprises £15m of cash

contributions and £10m of affordable

space value, is distributed across

our three commitment areas

of education, employment and

affordable space by 2030.

In FY24, our Social Impact Fund

contributed £1.3m of cash and £1m of

affordable space. This brings our total

contributions since FY21 to £6.8m of

cash and £5.8m of affordable space.

Education

We focus our support on needs-based

education programmes – to support

curriculum learning, increase a

local talent pool, raise awareness

of careers in our sectors and

support young people as they grow

into the careers of the future.

Read our Words for Work case study

inour Sustainability Progress Report

View more online

britishland.com/data

This year, we delivered 53

education initiatives at our places,

benefitting 7,000 people, often

bringing together our customers,

suppliers and local partners.

Shaping Southwark Futures

Almost 2,000 local students gained

insights into career opportunities

coming to their area through our

contribution to the education

partnership with Construction Youth

Trust, Canada Water suppliers

and local schools and partners.

Launched in 2017, the partnership

prioritises young people at risk of

not being in education, employment

or training. The impact of Shaping

Southwark Futures continues to grow

as young people are connected to

employment opportunities with our

contractors and subcontractors.

National Literacy Trust partnership

Our partnership with the National

Literacy Trust (NLT), is the UK’s

largest and longest running

corporate literacy programme. This

year, we reached an additional 3,900

children across 18 of our assets.

This included a pilot of Words for

Work, addressing inequalities in

employment opportunities for

young people from disadvantaged

communities or under-represented

groups in secondary schools.

Together with the National Literacy

Trust, we have reached over 72,200

children across the UK since 2011.

Employment

We support local training and jobs

through Bright Lights, our skills

and employment programme.

Our work enables local people

to access opportunities at our

places. This helps secure the

skills our business, suppliers,

customers and communities need

to thrive as we work towards an

equitable low carbon future.

This year, Bright Lights delivered

33 employment initiatives including

pre-employment training, virtual

programmes, mentoring, work

placements, graduate schemes,

internships and apprenticeships.

Over 1,100 people benefitted from

meaningful employment support

at our places in FY24, with 358

securing employment. This brings

the number of Bright Lights

beneficiaries to 5,500 since FY21

progressing towards our target of

10,000 by 2030. We have applied

a robust approach to reporting,

only counting people who receive

meaningful life-enhancing support.

Many more people enrol or engage

in other employment activities

at our places, such as job fairs.

A Decade of Broadgate Connect

Our Bright Lights partnership with

the East London Business Alliance

(ELBA) at Broadgate marked

a decade of impact this year.

New research revealed that the

programme generated a 39:1 total

return on investment through its

employment and training activity,

creating £10m economic value,

£8.9m social value and £7.3m in fiscal

value in its first 10 years. In addition

to supporting 545 local people

into good jobs, our partnership

connected 84 Broadgate employers

to a diverse local talent pipeline.

Direct social

value generated

£9.4m

2023: n/a

Total beneficiaries

15,000

2023: 26,000

Social impact initiatives

supported by our

SocialImpact Fund

2023: 97

1. Social value reporting was expanded in FY24 so no

comparable FY23 data

2. Total beneficiaries includes education,

employments and wellbeing beneficiaries

SUSTAINABILITY OVERVIEW CONTINUED

FY25, we will review our existing

Bright Lights programmes and

pivot our activity to address

the UK’s fast-growing science,

technology and green skills needs.

Our long standing commitment

to addressing social mobility

through education and employment

initiatives, adapting our approach

and programmes to suit changing

circumstances and needs, has been

recognised by the Social Mobility

Index over six consecutive years,

and we are the only listed REIT

to feature in the Index’s top 75.

Affordable space

Our affordable space strategy

focuses on providing affordable

space to a broad range of local

organisations. This leverages our

strengths – our core business

of providing high quality space

– to generate social impact

and differentiate our places.

Read our Really Local Stores case study

inour Sustainability Progress Report

View more online

britishland.com/data

This year, we provided £1m of

affordable space, benefitting

social enterprises, start-ups, small

businesses, charities, community

groups and cultural organisations.

Affordable space was provided at

all of our eight priority assets.

In FY24 our ‘Really Local Stores’ offer

expanded, providing retail space at

low or zero cost to small businesses,

charities and community groups

who source or manufacture locally.

This year, we let 11 units across five

retail assets to ‘Really Local Stores’.

This included Scotland’s first ever

multi-charity store at Glasgow

Fort, which generated £121,000 of

sales for seven local and national

charities in just three months.

In light of the cost of living crisis,

we continued to use our spaces

to help support those affected. At

Ealing Broadway shopping centre

almost 2,400 families visited our free

second-hand school uniform shop,

recycling 2.3 tonnes of clothing.

Little Village joined our Regent’s

Place campus in Camden to support

families with children across London

on low incomes, and we continued

to host a community space at Orbital

Shopping Centre in Swindon.

Social value target

Building on more than 15 years of

social investment, this year we

unveiled our 2030 social value target,

committing to enabling £200m of

direct social and economic value.

Read our Creative Producers case study

inour Sustainability Progress Report

View more online

britishland.com/data

This consists of £100m of direct

social value generated from our

£25m Social Impact Fund, focusing

on education, employment and

affordable space outcomes and

£100m of direct economic value

generated from our spend with small

and medium-sized enterprises (SMEs)

across the UK.

Our social value target, which was

verified with external experts,

gives a financial value to the

outcomes of our social sustainability

programmes. This further embeds

social impact into every aspect

of how we do business, making

decisions that are environmentally

and socially intelligent, as well

as financially sound. Our target

underscores the importance of our

communities’ wellbeing and success

as it is inextricably linked to our

commercial success. It is a statement

of British Land’s commitment to

our customers, communities and

shareholders. At the same time,

the figure provides a long term

benchmark to track our progress,

increasing our accountability and

We continue to review, evolve

andadapt so that the programme

effectively addresses current

employer and candidate needs, and

our priority is now to introduce

Broadgate Connect to every business

and partner across the campus –

reaching all employers with

recruitment needs.

Read our Broadgate Connect case study

in our Sustainability Progress Report

View more online

britishland.com/data

Supporting a just transition

We recognise that the transition

to net zero requires an increasing

range of green skills from heat pump

engineers to carbon accountants

and many other skilled jobs.

Working with experts and partners

across our business and supply

chain, we are reviewing how all

elements of our 2030 Sustainability

Strategy can support a just

transition. This includes enabling

people living in our communities

to access the opportunities

created by the green skills gap.

As members of the Accounting

for Sustainability (A4S) CFO

Leadership Network, we support

deeper integration of our social

and environmental targets into

business systems and processes.

We are identifying what green skills

are needed across our portfolio,

communities and supply chain,

ensuring our business, communities

and partners are well placed to thrive.

During FY24, we have been members

of Business in the Community’s Green

Skills Lab pilot, which brings together

companies from different sectors to

share challenges and learnings.

We have focused on using our

existing social impact initiatives to

support the development of green

skills, ensuring that people living

in the communities in which we

operate can access employment

opportunities for the future. In

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

transparency. It will unlock local

insights into the impacts of our

place-based approach, as we tailor

programmes around needs and

opportunities at each place.

In addition, we will target £100m

of indirect social and economic

value by 2030 achieved through

our development activity, related to

Section 106 employment outcomes,

contractor spend with SMEs and

local businesses and Section

106 affordable space provision.

Recognising that these outcomes

are not purely driven by British

Land, we are ring-fencing this target

and will report 50% of the social

and economic value outcomes.

Progress on our target will be

reported annually, providing a clear

and transparent methodology that

demonstrates how the social and

economic impact is quantified. The

reporting period for the target covers

our whole 2030 strategy period,

commencing on 1 April 2020 and

completing on 31 March 2030.

In FY24, £29.8m of direct social

and economic value was generated,

of which £9.4m was social value

and £20.4m was economic value.

A DETAILED BREAKDOWN

OFOUR SOCIAL VALUE

FIGURE AND FULL

DETAILOFOUR APPROACH

TOREPORTING SOCIAL

VALUECAN BE FOUND

INOURSUSTAINABILITY

REPORT2024

Direct social value

in FY24

£9.4m

People benefitting from

oureducation initiatives

inFY24

7,000

Direct economic value

inFY24

£20.4m

People receiving

meaningful employment-

related support as a result

of our initiatives in FY24

1,100

NLT Young Readers Programme

Fort Kinnaird

SMILE-ing Boys Project

Paddington Central

RESPONSIBLE

CHOICES

SUSTAINABILITY REVIEW CONTINUED

We are committed to making responsible

choices across all areas of our business

and we encourage our customers,

partners and suppliers to do the same.

We are a responsible employer and

incorporate high social, ethical

andenvironmental standards across

ourprocurement decisions.

Paddington Central

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

310

All employees (excludes

Non-Executive Directors

Senior Management

Board

324

MaleFemale

Workforce gender diversity at March 2024

In the last 12 months, the Company

invested a total of £570,000 in

coaching and training with over

11,000 hours of training undertaken.

Celebrating diversity,

equality and inclusion

At British Land, we value diversity,

equality, and inclusion (DE&I) as

core principles of our organisation.

It is clear from our engagement

survey that our employees recognise

and support this with 92% of our

employees agreeing that diversity

is a priority at British Land.

Our 2030 DE&I Strategy remains

our guide in all our DE&I initiatives.

We have had a target for minoritised

ethnic participation in our whole

workforce since 2021. This year, we

adopted and published a target for

our senior management minoritised

ethnic colleagues of 15%, a practice

recommended by the Parker Review.

As part of our ongoing commitment

to DE&I we trained everyone

in our organisation on Active

Inclusion – which discussed micro

aggressions, exclusionary language

and the importance of being

mindful of different perspectives

and life experiences in how we

interact with each other at work.

We continue to work with our benefit

providers to ensure our employee

benefits are inclusive for all. In 2018,

we first included gender confirmation

surgery for our transgender

employees in our private medical

insurance, and included menopause

support in 2022. In FY24, for the first

time, our medical insurance covers

both assessment of and support for

neurodiverse conditions. We continue

to ask employees to disclose diversity

data on our HR system and last year

we expanded the kind of conditions

colleagues should consider when

identifying whether they have a

disability. As a result, we saw our

disclosure of disability increase.

Supported by our 10 Employee

Networks, we ensure that everyone

has equal opportunities to grow

and succeed in our organisation,

regardless of their background,

identity, or circumstances. Over

the last year we arranged 76

events to celebrate and inform

Our people strategy

Everything we do is driving towards

our goal, which is tofoster a diverse,

inclusive and ambitious culture so we

can develop, attract, and inspire the

best people to deliver our strategy.

At British Land we recognise that

the talent and capability of our

people are essential to being able

to deliver Places People Prefer.

This year our people initiatives

focused on three things:

– We mandated training and

development for everyone who

hasany kind of management or

leadership responsibility

– We continued to challenge ourselves

to have the most diverse and

inclusive culture by assessing our

diversity data for job applications,

offers and acceptance rates

– We worked hard at maintaining

thestrong engagement of our

colleagues, which is a key enabler

to inspiring our people to do their

best work

Developing our talent

andcapabilities

Leadership and management are

core and essential skills if any

organisation is to be ambitious

and successful. We developed and

delivered a bespoke ‘Managing

People’ training programme which

was mandatory for everyone who has

people responsibilities – including

our Executive Committee who

participated and led by example.

It began with a style profile for each

manager to better understand their

own preferred or default behaviours.

A better awareness of self helps

managers identify how they may need

to adapt their management style to

get the most out of the individuals in

their teams, as well as identifying their

own development needs. This set the

foundation for training on different

management styles, motivating teams,

coaching and having challenging

conversations which all go towards

effective teamwork and leadership.

In addition, after a successful pilot

(last year) of the ‘Achieving Your

FullPotential’ programme, for our

female colleagues, we have now

had18 employees complete the

fullprogramme.

employees. Onenotable event

was a discussion we hosted with

Paul Elliot (former Chair and

manager of the FA Inclusion

Advisory Board and a professional

footballer). Paul talked about the

challenges of inclusion especially

at management level and steps he

thought businesses could take.

In November 2023, we were very

pleased to once again be ranked as a

top 75 company in the Social Mobility

Foundation Index for the sixth year in

a row.

Our workforce engagement

We believe that employee

engagement is essential for achieving

our organisational objectives and

creating a positive work environment.

We measure employee engagement

through surveys, focus groups,

and feedback sessions. We use

the results to identify areas of

improvement and implement

action plans to address them. We

encourage our colleagues to share

their ideas (Hats On), opinions

and suggestions, and we listen to

them with respect and openness.

We strive to create a culture of

collaboration, trust and empowerment

and believe that an engaged

workforce contributes not just to

productivity but also to a positive and

collaborative workplace culture.

Our overall engagement score in

our employee opinion survey in

December 2023 remained strong at

78%, and the completion rate was

our highest ever at 90%. The survey

highlighted some major strengths,

including British Land’s commitment

to social responsibility (93%) with

91% of employees stating they would

Trained on Active Inclusion

100%

% of staff proud to work

atBritish Land

93%

2023: 93%

% of staff who say diversity

is a stated priority for

BritishLand

92%

2023: 92%

SUSTAINABILITY

REVIEW CONTINUED

recommend British Land as a great

place to work. On an all-company

basis, all categories of engagement

either held their score or improved

compared to the last survey in

December 2022. However, there are

always things that can be improved

in individual departments or teams.

Each run their own employee reviews

of their detailed team results and

identify targeted initiatives on issues

of particular importance to them.

Read our Active Inclusion case study in

our Sustainability Progress Report

View more online

britishland.com/data

Responsible procurement

A strong relationship with our

supplier partners plays a key role

in the successful delivery of our

strategy which is governed by our

Supplier Code of Conduct. This

sets out clear social, ethical and

environmental obligations for our

supply chain partners and promotes

safe and fair working conditions. It is

mandatory for all supplier partners.

Real Living Wage

We have a strong track record of

paying at least the real Living Wage

to all British Land employees and

people working on our developments,

and in 2017, our London campuses

became accredited Living Wage

places. Since launching our Supplier

Code of Conduct in 2018, we have

also strongly encouraged all suppliers

to take the same approach. In August

FY24, we achieved Living Wage

Foundation accreditation across our

portfolio, committing to paying real

Living Wages to all people working

at our places on behalf of British

Land. Our Broadgate, Paddington

Central and Regent’s Place campuses

are also accredited Good Work

Standard employers – the Mayor of

London’s benchmark for healthy,

fair and inclusive workplaces.

Sustainability leadership

Engagement and collaboration

Sharing learnings and building

strong relationships with our

stakeholders is critical to achieving

our Sustainability Strategy. In

FY24, we held our ‘Sustainability:

The Power of Collaboration’ event,

gathering over 120 customers,

partners and colleagues for expert

panel discussions and inspirational

guest speakers. The discussion

highlighted the importance and

impact of good communication

and working together to achieve

our shared environmental and

social sustainability goals. Key

takeaways included how public

awareness is driving urgency,

the need to drive change from

the top and the importance of

good stories and robust data.

The event discussion demonstrated

that environmental and social

sustainability are inextricably

intertwined and, together, are

vital to ensuring that the shift to a

green economy is fair and inclusive.

Quality data will be fundamental

and sharing experiences, learnings

and developments with our

stakeholders are all essential to

achieving our shared goals.

20 years of sustainability

Since the launch of our first

Sustainability Brief in 2004, we

have driven sustainability leadership

across our places and the wider

industry. We are pleased with the

significant achievements made

over the last two decades in

delivering Places People Prefer and

we are committed to continually

pushing the boundaries and

accelerating progress towards

our 2030 targets, and beyond.

To reflect our advancing ambitions,

this year we reviewed our

Sustainability Brief, requirements

and key performance indicators

across the Greener Spaces, Thriving

Places and Responsible Choices

pillars, to drive performance

and lead the industry in best

practice and innovation.

FOR MORE, SEE OUR

SUSTAINABILITY BRIEF

FOR OUR PLACES.

BRITISHLAND.COM/

SUSTAINABILITY-BRIEF

Read our Living Wage case study in our

Sustainability Progress Report

View more online

britishland.com/data

Against modern slavery

We uphold the human rights of

our employees and throughout the

supply chain. We have provided

anti-modern slavery training to all

of our employees. We continue to

partner with anti-modern slavery

charity Unseen to undertake audits

of our key suppliers. During FY24,

10 audits have taken place.

We have also continued to be part

of Unseen’s Construction Hub

which brings together organisations

across the construction sector

to develop best practice for

tackling modern slavery.

Mandating prompt payment

We have been a signatory to the

UK Government’s Prompt Payment

Code since 2010 and aim to pay

95% of suppliers within 30 days.

InFY24, we settled Group invoices

within 20 days on average.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Female representation

atsenior management

36%

Internal job movements

or promotions

Gender pay gap

19.4%

Diversity disclosure rates

91.3%

Minoritised ethnic

representation across

the Company

17.7%

Minoritised ethnic

representation at

seniormanagement

10.2%

British Land employees

paid at least the real

LivingWage

100%

Supplier workforce paid at

least the real Living Wage

97%

Prompt payment – Group

invoices settled in

20 days

Employee

engagement score

78%

Number of training

hours across the

business

11,000

Ethnicity pay gap

17.4%

OUR ESG HIGHLIGHTS IN FY24

1. Senior management includes members of the Executive Committee and their direct reports (excluding administrative roles)

2. GRESB® and the related logo are trademarks owned by GRESB BV and are used with permission

3. MSCI disclaimer and details on additional ESG benchmarks are available at: britishland.com/sustainability/performance/benchmarking

MSCI ESG Ratings

FY24: AAA for

the eighth year running

Sustainability

ESG Rating

FY24: 9.9

Negligible Risk

FTSE4Good

FY24: 87th percentile

Sustainability

MobilityIndex

FY24: Top 75 Employer

for sixth year running

Global Real Estate

Sustainability Benchmark

FY24: 5* for Standing

Investments and

Development

CDP

FY24: A-

EPRA Sustainability

Reporting Award

FY24: Gold for the 12th

year running

Science Based Target

Approved in 2021

Our performance in leading international benchmarks

READ MORE ABOUT THE GENDER AND ETHNICITY PAY GAPS

AT BRITISHL AND.COM/DATA

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)

CLIMATE-RELATED

FINANCIAL DISCLOSURES

Introduction

The following climate-related financial disclosures for the year ended 31 March 2024 are consistent with the TCFD’s

‘Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures’ 2021 guidelines. We

comply with the four TCFD recommendations and 11 recommended disclosures and have considered the Section E

sector-specific guidance and recommended disclosures for Materials and Buildings Group. The statement is consistent

with the requirements of the Financial Conduct Authority’s Listing Rule 9.8.6R.

Sustainability Committee

Responsible for delivery of

Sustainability Strategy

ESG Committee

Oversees the Sustainability

Strategy

Remuneration Committee

Sets and monitors

ESG targets

Board of Directors

Responsible for

overall strategy

Audit Committee

Monitors climate-related

disclosures

Executive Committee

Supports delivery of

Sustainability Strategy

Investment Committee

Ensures investment

decisions are consistent

with Sustainability Strategy

Risk Committee

Monitors climate-

related risks

Governance framework

Executive and Management Board

Our approach to integrating sustainability in the way we

develop and manage space has been recognised for more

than a decade. In 2020, we launched our Pathway to Net

Zero outlining our targets and actions to progress

towards a net zero portfolio. This commitment was

strengthened in 2021 when the Science Based Targets

initiative (SBTi) validated our landlord target as

1.5°C-aligned and our value chain target as ambitious.

Whilst we are making strong progress with our

decarbonisation plans we recognise that the

understanding and definition of net zero carbon

continues to evolve. To ensure we are in keeping with best

practice, we will update our SBTi targets to align with the

upcoming Buildings guidance. Our internal 2030

sustainability targets will remain unchanged, and we will

continue to decarbonise ourportfolio.

We are a signatory to numerous external climate

commitments including the Better Buildings Partnership’s

Climate Commitment, the World Green Building Council’s

Net Zero Carbon Buildings Commitment and the RE100

commitment to procure renewable energy. Following

fullconsistency with the TCFD guidelines over the past

few years, we are now developing a formalised transition

plan aligned to the Transition Plan Task Force

recommendations as they evolve. We believe that

delivering on these targets will create value for our

business as demand from occupiers and investors

gravitates towards the best, most sustainable space.

Oursustainability goals are shared by our investors,

customers, partners and people.

FOR MORE INFORMATION ABOUT OUR

SUSTAINABILITY STRATEGY SEE OUR

SUSTAINABILITY PROGRESSREPORT 2024

Governance

(a) The Board has ultimate oversight of

climate-related risks and opportunities

The Board of Directors has ultimate responsibility for

setting the Company’s strategy, which incorporates

climate-related risks and opportunities. Climate change

isincluded in our internal principal risk ‘Environmental

and Social Sustainability’ and so the Board ensures that

appropriate controls and processes are in place to

manage it. Additionally, sustainability issues, including

climate change, are considered by the Board for strategic

and investment decisions that require Board-level

approval. The Board is updated on climate-related issues

at least annually and two of our Board Committees

monitor them.

The Board delegates day-to-day responsibility of the

overall strategy, including climate-related, to the Chief

Executive Officer (CEO). The CEO has received formal

sustainability training and is supported by the Chief

Financial Officer (CFO), the Board Director responsible

for climate-related issues, and the Chief Operating Officer

(COO), the Executive Committee member responsible for

delivering our 2030 Sustainability Strategy.

FOR MORE INFORMATION ABOUT

THE GOVERNANCE FRAMEWORK,

SEEPAGE 97

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

The ESG Committee, which is attended by the CEO,

CFOand COO, meets three times a year and oversees

thedelivery of the Sustainability Strategy, including

management of climate-related risks. On each occasion,

the Committee receives an update from the Sustainability

team, which typically includes detailed coverage of our

environmental 2030 Sustainability Strategy including

progress against our Pathway to Net Zero, EPC

compliance and sustainability reporting.

The Remuneration Committee is responsible for setting

ESG targets for executive remuneration and is updated

on progress against Sustainability targets three times

during the year. Environmental key performance

indicators (KPIs) are included in the Remuneration Policy

for Executive Directors (see page 129). The Long-Term

Incentive Plan for Executive Directors includes KPIs linked

to the reduction of operational carbon and operational

energy and the Annual Incentive Plan is linked to our

progress on portfolio EPC ratings and our performance

inthe Global Real Estate Sustainability Benchmark.

(b) The Board delegates responsibility for

assessing and managing our response to

material climate-related risks and opportunities

to the Executive Committee

The Board delegates responsibility for delivering our

Sustainability Strategy, including assessing and managing

our response to climate-related risks and opportunities to

the Executive Committee. To support delivery of the

strategy, each Executive Committee member has at least

one sustainability-related annual objective and

supporting objectives are cascaded across their teams.

The COO leads the delivery of our Sustainability Strategy

and chairs the Sustainability Committee (SusCo) which

meets at least three times a year. SusCo reports into the

Board-level ESG Committee and members include the

CFO, Head of Development, Head of Real Estate, Joint

Head of CanadaWater and other senior leaders around

the business. TheCommittee tracks the progress against

our 2030 Sustainability Strategy as well as monitoring

and responding to emerging risks and regulation.

The COO also chairs the Transition Vehicle (TV)

Committee, which is comprised of a diverse range of

senior managers across the business including the Head

ofDevelopment. The TV is our mechanism to deliver

onour operational energy and carbon targets and is

financed by an internal levy on the embodied carbon

indevelopments. The TV Committee meets three times

ayear and approves applications for TV funding to

complete carbon efficient projects.

The COO gets regular updates on climate-related issues

from the Head of Environmental Sustainability, who leads

the Environmental Sustainability team. The Environmental

Sustainability team are responsible for the day-to-day

management of our environmental Sustainability Strategy

including climate-related risks and opportunities.

Climate change and sustainability considerations are

integral to our investment and development decisions

and are formally reviewed within papers presented to

ourInvestment Committee. The Investment Committee

ischaired by the Head of Investment and Strategy

withmembership comprising most of the Executive

Committee, including the CEO and CFO.

The Risk Committee (RiskCo), chaired by the CFO, is

comprised of the Executive Committee and leaders from

across the business. RiskCo reports into the Board’s Audit

Committee and any significant and emerging risks get

escalated to them. The Sustainability team works with

different business areas to identify climate risks through

aprocess involving trend analysis and stakeholder

engagement. Identified risks are incorporated into our

risk framework and managed by the appropriate business

areas. This process is part of the risk management

process for our internal principal risk ‘Environmental and

Social Sustainability’ and Key Risk Indicators (KRIs)

monitored within this risk include EPC performance, the

percentage of our portfolio at high risk of flood and the

forecast cost of carbon credits by 2030 (see page 55).

Progress against our TCFD recommendations is reported

to the Risk and Sustainability Committees. This year’s

disclosure has been comprehensively reviewed and

updated where appropriate by the Environmental

Sustainability team under the direction of the COO and

the CFO. The TCFD report is approved by the Board, as

part of the Annual Report approval process following a

recommendation from the Audit Committee.

Governance in action:

– Decision making: The ESG Committee approved an

increased internal levy of £90 per tonne of embodied

carbon. This better reflects the true cost of carbon and

will be effective from 1 April 2024. This year, Jones Lang

LaSalle (JLL) critically reviewed the appropriateness of

the methodology and remuneration annual targets for

FY27 linked with our 2030 carbon and energy targets,

with the conclusions and recommendations from the

analysis presented to the Remuneration Committee

– Structure: The Sustainability Committee was

repositioned as an Executive-level committee to reflect

the Company’s commitment to our 2030 Sustainability

Strategy. It provides Executive oversight of the

Company’s efforts towards the Strategy, leads the

development of the Strategy beyond 2030, and

develops policies and practices to adhere to current

and emerging regulatory and legal requirements

inthisspace

– Reporting: This year, we completed an internal audit

ofselected ESG controls to ensure KPIs are accurately

reported and that necessary controls are in place

Strategy

(a) Our identified climate-related risks and

opportunities over our short-, medium- and

long-term time horizons.

Material risk and opportunities identification

British Land has worked with Willis Towers Watson

(WTW) to identify and assess our exposure to climate-

related physical and transition risks and opportunities for

a number of years. In FY24 WTW supported us to update

our portfolio’s climate-related physical risk exposure and

in FY25 we plan to update our exposure to climate-

related transition risk and opportunities. Our assessments

with WTW have reviewed the potential impact of over

20physical and transition-related issues with input from

internal key business areas.

For the physical risk modelling WTW assessed two

metrics – climate exposure diagnostic and the value at

risk (VaR) using our chosen time horizons and scenarios.

We provided WTW with our full portfolio list, the total

insured value of our assets by British Land percentage

ownership and any existing risk mitigation initiatives.

The climate exposure diagnostic metric assesses an

asset’s exposure to a range of physical risks. Assets are

considered to be exposed if they are located in an area

where a physical risk could occur and the level of that

exposure is defined by the severity and intensity of the

risk. The VaR is the financial impact quantification of

associated asset damage and business interruption from

acute risks, such as flooding or windstorm. The VaR

analysis considers both the exposure to physical risks and

evaluates the potential vulnerabilities and consequences

in terms of financial impact or potential loss. The results

from this analysis are considered as a ‘residual’ measure

as risk adaptation measures, such as insurance, could

mitigate any potential financial impacts. Therefore, whilst

we present the potential losses from flooding these are

fully insured against.

Time horizons

For physical risks our scenario analyses used two time

horizons – up to 2030 and post-2050. The up to 2030

time horizon aligns with our corporate strategy time

horizons which are: short term (<12 months), medium term

(1-5 years) and long term (5-10 years). The time horizon of

post-2050 was chosen as it is only post-2050 when future

climate scenarios start to meaningfully differentiate from

the current climate. This aligns with our current portfolio

as the standard design life of a building is 60 years.

For transition risks, when quantifying risks beyond a

10-year timeframe, the underlying assumptions begin to

play an increasingly significant role in the resulting values.

Due to the level of uncertainty that accompanies these

longer-term assumptions, our initial analysis focused on

the current decade to 2030.

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CONTINUED

Physical risk scenarios and parameters

Physical climate risks assessed:

(i) River flood, (ii) Coastal flood, (iii) Flash flood, (iv) Windstorm, (v) Sea level rise, (vi) Tropical cyclone,

(vii) Drought stress, (viii) Fire weather stress, (ix) Heat stress, (x) Precipitation, (xi) Subsidence

Time horizon Scenarios Atmospheric

Temperature

rise

Sea level

rise

River flood

modellingsources

Coastal flood

modellingsources

Up to 2030 Current

climate

410 ppm 1.1°C 0.20m Munich Re Nathan

based on JBA flood

maps

WTW proprietary

coastal flood exposure

model

Post-2050 RCP2.6 (2°C) 450 ppm 1.6°C >0.55m Munich Re

climate hazard

conditioned based

JBA flood maps

& Coupled Model

Intercomparison

Project Phase 5

Munich Re climate

hazard sea level rise

data combined with

storm surge

RCP8.5 (4°C) >1,000 ppm 4.3°C >0.78m

1. Values in comparison to pre-industrial times

2. Munich Re Nathan is a tool for assessing physical risks based on hazard zones

Transition risk scenarios and parameters

The Net Zero World (1.5°C) scenario assumes more ambitious targets that would enable global net zero by 2050.

The Paris Consistent (2°C) scenario is based on the Paris Agreement commitments of over 190 countries to limit

global warming to well below 2°C.

Time

frame

Scenarios IPCC

scenarios

IEA

scenarios

NGFS scenarios Temperature

rise by

2081-2100

2030 UK

price of carbon

Global

net zero

achieved by:

Up to

2030

Net Zero World

(1.5°C) scenario

Orderly SSP1-1.9 NEZ2050 Net Zero 2050 <1.5°C $118 to $263 2050

Paris Consistent

(2°C) scenario

Orderly SSP1-2.6 Sustainable

Development

Scenario

Below 2°C <2°C $53 to $82 2070

Disorderly Delayed

Transition

$0 to $25

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Scenarios

Using the Intergovernmental Panel on Climate Change’s

(IPCC) Representative Concentration Pathways (RCPs),

we assessed the physical risk posed by 2°C (RCP2.6) and

4°C (RCP8.5) climate trajectories. These RCPs are

mapped to the latest IPCC AR6 report’s Shared Social

Economic Pathway (SSPs) scenarios being RCP2.6 (SSP1)

and RCP8.5 (SSP5) respectively. These scenarios

assessed the risk of increasing frequency and severity of

acute weather events as recommended in the Section E

Materials and Buildings group sector-specific guidance.

Defining a material risk and/or opportunity

British Land defines a ‘material’ risk or opportunity in line

with the combination of their potential impact, both

financial and/or reputational, and their likelihood. This

approach is used across the business to assess all types

of risk, and so climate risk is embedded into our broader

risk framework. We generally deem a climate-related risk

or opportunity as material if it would have at least a

medium financial and/or reputational impact.

Low Medium High

Financial

impact

thresholds

(£)

Less than

£10m

£10m to

£100m

Greater than

£100m

Likelihood

thresholds

(chance of

occurrence

in a given

year)

Unlikely to

occur and/

or there

are limited

instances of

occurrence

observed in

the past 5+

years

Could

happen and/

or a few

instances of

occurrence

observed

in past 3-4

years

Likely to

occur and/

or there is a

recent history

of occurrence

of this threat

within the last

2 years

Reputational

impact

thresholds

Limited

reputational

impact

Significant

temporary

or limited

sustained

impact

Significant

sustained

impact

The most material risks and opportunities are shown in

the heat map below, with these issues detailed in the next

section. The Likelihood of mean flood risk has increased

in line with our new risk management Likelihood

categories. This increase is due to low-financial impact

regularly occurring flooding events falling within the

HighLikelihood category. Additionally, the potential

financial impact has slightly increased as we have now

combined river flooding and flash flooding.

Identified climate risks and opportunities

Continue to monitor

Our ‘Continue to monitor’ risks and opportunities are not

currently material but could have the potential to be in

the coming years and so we review them on an ongoing

basis.

The FY24 physical risk modelling identified that some

assets are potentially exposed to flash flooding and so we

have now included as a “Continue to monitor” risk. In

addition, we have identified potential carbon taxes and

levies as a risk that we need to monitor.

We believe that some of these risks, such as the

‘Increased cost of raw materials’, can open doors for

further exploration in the realm of innovative low-carbon

materials that minimise our environmental impact.

Continue to monitor:

Risks Opportunities

Customer demand for

sustainable space results in

a ‘brown discount’ to rents

at less sustainable assets

Premium pricing for

sustainable space results in

‘green’ premium

Occupier business model

impacted by transition

Increased access to capital

for sustainable businesses

Increased costs of raw

materials

Increased costs of capital

Potential carbon taxes and

levies

Flash flooding

HighMediumLow

Potential financial Impact

Likelihood

Low

Material risk and opportunities heat map

Low High

High

Cost of MEES

compliance

(long term risk)

Mean flood risk

vulnerability

(short & long term risk)

Increasing price of

carbon credits

(long term risk)

Increasing customer demand

for greenlow carbon buildings

(long term opportunity)

Risk

Opportunity

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CONTINUED

Material risks and opportunities

The following section considers the impact of

the identified climate-related material risks and

opportunities on our business, strategy and financial

planning over the short, medium andlong term.

It considers the resilience of our strategy and

seeks to quantify impacts where possible.

The risks and opportunities are those identified are

those from the WTW modelling and through our day-

to-day management of our Company, as set out in the

Governance section of this disclosure. The physical

risks are from our FY24 WTW modelling and the

transition risks are from our FY22 WTW modelling.

Climate risks and opportunities and the nature of

the financial impact of these risks and opportunities

are identified by the icons as set out below:

Climate risk and

opportunitycategory Financial impact category

Physical risk

– acute

Income

statement

Transition risk

– regulatory

Balance

sheet

Transition risk or

opportunity – market

Climate-related risks

Short term risks (<12 months)

Primary risk driver Likelihood

Potential

financialimpact Explanation and mitigation

#1 Flood risk vulnerability of assets (current climate)

Losses from both river

flooding and flash flooding,

primarily the cost to repair

assets, cost of business

interruption and increased

insurance costs

Low to High Mean loss:

<£1.5m

(pre-insurance)

WTW performed climate risk modelling (simulating many

thousands of events) based on current and future climate

scenarios for our portfolio using the assets’ total insured

value (by BL % ownership). Mean losses are the average

loss of modelled events weighted by the probability of their

occurrence. These losses are fully insured against and these

potential losses are shown before the impact of insurance.

The likelihood for flood risk has increased to ‘Low to High’

in line with our new ‘Likelihood’ categories. Additionally,

estimated losses have increased as the modelling now

combines river and flash flooding.

Since 2011, we have commissioned periodic flood risk

assessments across the portfolio and issued flood

management plans to sites at high risk. Since 2007,

our(insured) actual annual mean loss is below the

modelledvalue of £1.5m.

Long term risks (5-10 years)

Primary risk driver Likelihood

Potential

financialimpact Explanation and mitigation

#2 Increasing price of carbon credits

Net zero commitments by

global corporates lead to

increased demand for carbon

credits, resulting in higher

and/or volatile credit prices

High £0.75m for every

100% increase

in the price of

carbon

British Land has committed to offsetting the embodied

carbon of all new developments and major refurbishments.

In FY22, when our transition risk modelling was conducted,

we estimated this to be c.300,000 tCO

e by 2030 across the

committed and near term development pipeline.

Our scenario analysis implied a wide range of outcomes for

the price of carbon credits. We have therefore provided an

estimate of £0.75m for the financial impact of the annualised

additional cost of carbon credits between FY22 and FY30 if

the price rises by 100% from our price of £20 per tonne. If we

consider our new price of £30 per tonne, a 100% rise in price

would increase this annualised additional cost to £1.1m.

If we only purchased UK-based carbon credits (estimated at

£75 per tonne) this would have been an additional annualised

cost of £2.1m compared to our £20 per tonne price.

To mitigate this risk, our approach is to pre purchase carbon

credits for our developments at the point of commitment.

We have now purchased sufficient carbon credits to offset

the embodied carbon in 93% of our committed development

pipeline. In addition, our internal carbon levy was reviewed

this year and would now cover a carbon credit price increase

of up to £90 per tonne.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Long term risks (5-10 years) continued

Primary risk driver Likelihood

Potential

financialimpact Explanation and mitigation

#3 Cost of complying with minimum EPC standards

(MEEScompliance)

Cost of upgrading assets to

comply with the proposed

MEES legislation that

properties hold a minimum

‘B’ rating by2030

High £12.5m peryear

(proportion

service charge

recoverable)

Proposed Minimum Energy Efficiency Standard (MEES)

legislation is expected to require all commercial property to

be a minimum EPC A or B by 2030. The estimated retrofit

cost for our current portfolio to be MEES compliant is £100m

which was confirmed by the environmental audits of our

major managed assets in FY22. This implies an annual cost

of £12.5m. Assets to be redeveloped through our near and

medium term development pipeline are excluded from this.

A significant portion of this investment will be recovered

through the service charge as part of the normal process

of life cycle replacement. We also expect to derive energy

efficiency benefits and related cost savings as aresult.

Our Transition Vehicle (see page 66) was established to help

finance the retrofitting of our portfolio, which includes (but

goes beyond) proposed MEESrequirements. The Transition

Vehicle has committed to spend £10m oncarbon efficient

interventions to date.

Post-2050 risks

Primary risk driver Likelihood

Potential

financialimpact Explanation and mitigation

#4 Flood risk vulnerability of assets (future climates)

Losses from both river

flooding and flash flooding,

primarily the cost to repair

assets, cost of business

interruption and increased

insurance costs

Low to High Mean loss:

£2-3.3m

(pre-insurance)

Losses in a

representative

bad year:

£61.5-93.1m

(pre-insurance)

WTW performed climate risk modelling (simulating many

thousands of events) based on current and future climate

scenarios for our portfolio using the assets’ total insured

value (by BL % ownership). Mean losses are the average

loss of modelled events weighted by the probability of

their occurrence. The likelihood for flood risk has increased

to ‘Low to High’ in line with our new risk management

categories. The estimated losses have increased as the model

is more stringent and now combines river and flash flooding.

For the ‘representative bad year’, lower banding

reflectslosses in the 2°C (RCP2.6) scenario, andthe upper

banding reflects losses in the 4°C (RCP8.5) scenario. These

are the losses based on low likelihood events for a ‘bad’ year,

which is assumed to be a 1/100 annual likelihood across the

simulations, post 2050.

Under current market conditions these losses are insured

against and would not be suffered by the Group under

normal circumstances, although we recognise that in the long

term specific assets could face cost increases or difficulty

obtaining insurance.

Climate-related opportunities

Primary risk driver Likelihood

Potential

financialimpact Explanation and mitigation

#1 Increasing customer demand for green, low carbon

buildings results in a rental premium and faster rates

ofletting

An increasing number of our

customers have announced

net zero commitments. As

our portfolio decarbonises,

the most efficient, highly

rated green buildings may let

quicker and at a premium to

market rents

High £7m Our scenario analysis considered market research such as a

Knight Frank study in FY22 which indicated that there was

a >10% rental premium above prime Central London office

rents for BREEAM Outstanding space. More recent research

by JLL has reached similar conclusions.

This enhanced financial impact estimates BL’s share of the

increased rental income if 20% of our Offices (by ERV)

transition to BREEAM Outstanding.

The portfolio’s environmental credentials will be further

strengthened as we deliver against our 2030 ambitions to

enhance the portfolio’s energy and carbon performance.

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CONTINUED

(b) The impact of climate-related risks

andopportunities on our business strategy

andfinancial planning.

Physical climate risks (Risks 1, 4) are managed through

our key policies on development, operations and

acquisitions. Transition risks and opportunities (Risks 2-3,

Opportunity 1) are addressed through the delivery of our

Pathway to Net Zero, which affects all aspects of our

business with key targets noted in the Metrics section

(page 84).

Impact on strategy Impact on financial planning

Upgrading the standing portfolio (products and services, operations)

– Environmental audits of our major managed assets

completed in FY22

– Asset and Campus business plans incorporate the

mostimpactful carbon efficiency interventions

– Progress against 2030 energy and carbon targets

(seepage 66) reviewed quarterly

– 2030 energy and carbon targets now included

withinexecutive remuneration (see page 130)

– Cost of decarbonisation (per environmental audits)

andEPC upgrades (Risk #3) incorporated into asset

business plans

– Medium term forecasting incorporates initiatives

whichsupport our 2030 energy and carbon targets

– Development decisions incorporate the environmental

impacts of alternative schemes, including refurbishment

and redevelopment

Developing sustainable buildings (products and services, revenues, access to capital)

– Sustainability Brief for our Places

sets stretching targets

for our standing portfolio and major developments and

refurbishments

– Adopting NABERS UK for all office schemes

– Sustainability Brief for our Places includes climate

resilience requirements, including the completion of

a flood risk assessment and incorporating sustainable

drainage through design

– Sustainable building certifications can support

management of our cost of capital by providing access

to green finance

– Our portfolio of green buildings is reviewed regularly

by our Treasury team when considering options to issue

green debt and establish ESG-linked revolving credit

facilities (see page 41)

Internal price of carbon (value chain, capital expenditures)

– Internal levy of £60 per tonne of embodied carbon on

developments adopted as part of our 2030 Sustainability

Strategy, incentivising low carbon development

– From 1 April 2024 the internal levy has been increased to

£90 per tonne of embodied carbon to better reflect the

true price of carbon

– Funding generated by the levy is available to i) pay for

the cost of carbon credits to offset residual embodied

carbon in developments and ii) finance carbon efficient

interventions on the standing portfolio, managed by

our Transition Vehicle (see page 66)

ESG criteria assessed as part of acquisitions

– ESG criteria are integrated into our due diligence

procedure for new acquisitions, including flood risk

exposure and EPC rating

– British Land would only buy low rated assets if

they offered significant redevelopment potential at

attractive returns. The cost of delivering a higher rated

product is integrated within our appraisals

– To manage specific risks like flood, where necessary

formal flood risk assessments are funded as part

oftheacquisition’s due diligence

In the shorter term, the transition risks will be more

material to us through increasing climate-related policy

and legislation and enhanced sustainability requirements

from investors and customers. Only post-2050 will the

climate-related physical risks start to more significantly

impact our portfolio.

This work contributes directly to delivering our corporate

strategy (see pages 5 and 10-11), and this includes:

1. Read our new Sustainability Brief here – britishland.com/sustainability-brief

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Strategy in action

We have been making strong progress against our

Pathway to Net Zero and towards our 2030 Sustainability

Strategy targets. Some of our highlights so far include:

– 625kg CO

e per sqm in current office developments,

compared to our FY19 baseline of 1,000kg CO

persqm

– 39% reduction in carbon intensity and 18% improvement

in energy intensity compared to our FY19 indexed

baselines across our managed portfolio

– 58% of our portfolio (by ERV) rated EPC A or B

– £18m investment to date in carbon efficient

interventions across 51 of our managed assets

– £10m committed so far by the Transition Vehicle for

retrofitting projects and Renewable Gas Guarantees

ofOrigin (RGGOs)

climate-related scenarios (up to 2030 and

post-2050)

Resilience to up to 2030 scenarios

Physical risk:

In the current climate, based on the VaR analysis

completed by Willis Towers Watson (WTW) our

portfolio’s exposure to high river flood risk (1/100-year

flood risk) is limited to 3% of properties (by BL %

ownership of total insured value). Any potential losses

from flooding at our assets in high river flood risk areas

are fully insured against.

We consider resilience to long term flood risk through

therequirements of the ‘Climate Resilience’ section of

ourSustainability Brief for our Places. We have started

towork on our climate resilience strategy and this year

commissioned a pilot study at Regent’s Place. This will

build on our climate modelling and will set out an

adaptation plan for the campus out to 2050. The joining

of decarbonisation pathways with adaptation plans is key

for achieving resilient places and we plan to roll out this

strategy to other campuses.

Transition risk:

Through our Pathway to Net Zero and our 2030

environmental targets we have a clear plan to improve

the energy efficiency of our portfolio which will result in

the upgrading of EPCs in line with the proposed 2030

MEES threshold.

Our internal carbon levy coupled with our Transition

Vehicle provides us with a formal price for carbon and

introduces a governance structure which supports our

focus on seeking high quality carbon credits while

managing cost risk. This year we updated our internal

carbon price by 50% to £90 per tonne of embodied

carbon to better reflect the true cost of carbon.

Additionally, in FY23 we launched a new carbon credit

purchasing strategy and so far we have pre purchased

carbon credits equivalent to 93% of the embodied carbon

in our committed development pipeline.

Transition opportunities:

Our development pipeline’s use of NABERS energy star

ratings and the upgrading of standing assets as part of

our Pathway to Net Zero will support British Land’s ability

to generate higher rents, as occupiers are prepared to

pay a premium for more sustainable space. Our assets’

sustainability credentials will be further evidenced by the

forecasted BREEAM ratings of our development pipeline

and our programme for upgrading the ratings of our

standing portfolio – driven in part by our Sustainable

Finance Framework.

Resilience to post-2050 scenarios

Physical risk:

In the two post-2050 scenarios assessed by WTW, only

river flood risk (1/100-year flood risk) was classified as

‘material’. In the 2° scenario (RCP2.6), 3% of our

properties are exposed to high river flood risk (by BL %

ownership of total insured value). In the 4° scenario

(RCP8.5), the high-emissions scenario where no

additional action is taken to protect assets or London,

exposure to high river flood risk could be up to 7% (by BL

% ownership of total insured value).

Under current market

conditions potential losses from flooding at these assets in

high river flood risk areas are insured against and would not

be suffered by the Group under normal circumstances,

although we recognise that in the long term specific assets

could face cost increases or difficulty obtaining insurance.

We consider resilience to long term flood risk through the

requirements of the ‘Climate Resilience’ section of our

Sustainability Brief for our Places.

Risk management

(a) Identifying and assessing climate-related

risks

We have a rigorous process for identifying and assessing

climate-related risks as detailed on pages 78 to 81 which

is in line with our internal risk management policy. Our

risk mapping process (pages 43 to 47) allows us to

determine the relative significance of principal risks which

includes climate change. For specialist analysis we

engage with expert advisors and for climate-related risks

Willis Towers Watson (WTW) undertook quantitative

scenario analysis. We determine the materiality of

potential risks (including climate-related) using the

corporate risk thresholds noted on page 79.

Our risk register tracks:

i. Description of the risk (identification)

ii. Impact-likelihood rating (evaluation enabling

prioritisation)

iii. Mitigants (mitigation)

iv. Risk owner (monitoring)

As part of our operational process, we maintain asset

plans which include provisions for identifying climate-

related risks and opportunities, such as flood risk

assessments and environmental audits to identify energy-

saving opportunities. Our Sustainability Checklist for

acquisitions sets out our environmental criteria for

acquiring a new asset, including energy efficiency and

flood risk categories. Our Sustainability Brief for our

Places sets out our environmental criteria for new

constructions and renovations, including requirements

forenergy efficiency, flood risk, materials choice and

embodied carbon reductions. In addition to ensure on

floor efficiency we have created a sustainable fit out

checklist to ensure that any fit outs are inline with the

building’s decarbonisation strategy.

The Sustainability Committee, chaired by the Chief

Operating Officer, is a key forum for discussing climate-

related risks and opportunities at the operational level.

Additionally, for energy and emissions savings

opportunities identified at asset level, staff can directly

submit an internal application for funding from the

Transition Vehicle (see page 66). We regularly conduct

materiality assessments of the most material ESG issues

to our business. In FY23 we worked with JLL to conduct a

double materiality assessment of the most material ESG

issues to our business and stakeholders

2. Read about our FY23 materiality review here – britishland.com/materiality

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)

CONTINUED

(b) Managing climate-related risks

We consider climate change within our principal risk

‘Environmental and Social Sustainability’ and so it is

managed in line with our internal risk management

process (pages 43 to 47). This section outlines our

process for mitigating, accepting and controlling

principalrisks, including climate-related risks. We

prioritise principal risks through our corporate risk

The impact-likelihood rating is our primary metric for

prioritising risks. As a principal risk category, climate

change risks are logged in our corporate risk register with

key changes reviewed quarterly by the Risk Committee.

The Board is ultimately responsible for and determines

the nature and extent of principal risks. The external

aspects of climate-related risks are incorporated within

our ‘Major Event/Business Disruption’ and ‘Political,

Legaland Regulatory’ principal risks.

Risk management in action

– Key risk indicators: there are three environmental key

risk indicators we monitor – EPC performance,

portfolioflood risk and the future cost of carbon

credits. The Risk Committee receives an update on

eachat every meeting

– Performance vs 2030 targets: progress is monitored in

our quarterly reporting packs and reported to the ESG

Committee at every meeting

– Customer-controlled space: to help minimise carbon

emissions on space we do not control, we run a

comprehensive programme of customer engagement

– We have commitments on diversity, equality and

inclusion (DE&I), sustainability, community investment

and working practices in our supply chain and in our

onboarding and tendering activities

Metrics and targets

To enable our shareholders to make informed decisions

we set a broad range of environmental targets and detail

progress against them alongside a comprehensive set of

climate and energy performance data in our Sustainability

Progress Report

Our key targets are set out below:

Embodied carbon

50% lower embodied carbon intensity at our offices

developments to below 500kg CO

e per sqm from 2030

100% of developments’ residual embodied carbon

emissions offset

Operational carbon

75% reduction in operational carbon intensity of

standing assets by 2030 vs 2019

25% improvement in whole building energy efficiency

ofstanding assets by 2030 vs 2019

We align to externally recognised frameworks including

the Sustainability Accounting Standards Board (SASB),

the European Public Real Estate Association (EPRA) Best

Practices Recommendations on Sustainability Reporting

and with reference to the Global Reporting Initiative

(GRI). These disclosures align with the Section E

recommended disclosures for Materials and Buildings

Group companies.

We also participate in international indices including

CDP

, Global Real Estate Sustainability Benchmark

(GRESB) and FTSE4Good and performance is

disclosedon page 75 as well as in our Sustainability

Progress Report.

1. Our Sustainability Progress Report can be found here – britishland.com/data

2. Our CDP response is available at britishland.com/cdp2023

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

(a) Our metrics to assess climate-related risks and opportunities

in line with our strategy and risk management process

Climate-related risks (KRIs)

2024 2023 2022

Policy

and legal

Risk #3 EPCs rated A (byERV) 8 3 2

EPCs rated B (byERV) 50 42 34

EPCs rated C (byERV) 23 30 34

EPCs rated D (byERV) 12 17 20

EPCs rated E (byERV) 5 6 7

EPCs rated F (byERV) 1 1 1

EPCs rated G (byERV) 1 1 2

Extreme

weather

Risks #1

and#4

Percentage of portfolio located in 100-year flood zones

(by British Land % ownership of total insuredvalue)

3% 4% 3%

Assets in high flood risk areas with flood management

plans (by British Land % ownership of total insuredvalue)

100%

99%

1. EPC data includes retail assets located in Scotland

2. The 2024 and 2023 values only include occupied British Land managed properties

Climate-related opportunities (targets and KPIs)

2024 2023 2022

Resource

efficiency

Risk #2 50% improvement in embodied carbon intensity of

major office developments completed from April 2020

(kg CO

e per sqm)

625 608 632

Opportunity

75% improvement in whole building carbon intensity

ofthe managed portfolio by 2030 vs 2019 (Offices)

45% 40% 35%

25% improvement in whole building energy intensity

ofthe managed portfolio by 2030 vs 2019 (Offices)

24% 22% 26%

Energy

sources

Opportunity

Electricity purchased from renewable sources (%)

94% 88% 93%

On site renewable energy generation (MWh)

1,772 2,043 1,731

Products

and

services

Opportunity

Standing portfolio with green building ratings

(%byfloor area)

48% 48% 44%

Developments on track for BREEAM Excellent or higher

(% by floor area, offices)

98% 98% 97%

Percentage of gross rental income from BREEAM certified

assets (managed portfolio)

62% 65% 64%

Risk #2 Internal price of carbon (£ per tonne) £60

£60 £60

All environmental data above except gross rental income from BREEAM and the internal price of carbon is assured by DNV – specific details of scope of assurance

can be found in DNV’s Assurance Statement in our Sustainability Progress Report – britishland.com/data

3. Internal price of carbon will increase to £90 per tonne for projects committed in FY25 onwards

(b) Our Scope 1, Scope 2 and Scope 3

greenhouse gas (GHG) emissions, and

therelated risks

Our greenhouse gas (GHG) emissions and associated

energy consumption data are available in the Streamlined

Energy and Carbon Reporting (SECR) section of this

Report, pages 86 to 87. All our GHG emissions data is

subject to ‘limited assurance’ verification by DNV

risks and opportunities and performance

against targets

Our full set of sustainability targets, including our

science-based targets, are detailed in our 2024

Sustainability Progress Report. Our headline climate-

related targets are listed above in the Opportunities

table within the ‘Resource efficiency’ section.

4. Details about our reporting methodology and DNV’s assurance statement

canbe found in our Sustainability Progress Report – britishland.com/data

18,549

19,764

20,186

19,098

22,318

26,815

2,121

3,588

8,105

7,615

5,508

3,080

024

023

022

021

020

019

Location-based methodology

Market-based methodology

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

GREENHOUSE GAS

REPORTING

FY24 in review

Context Funding the low carbon transition

This year we have made further good progress against

our greenhouse gas targets. We have now achieved a

39% reduction in operational carbon intensity and an

18% improvement in operational energy intensity across

our managed portfolio compared to our FY19 indexed

baselines

. This continued progress even with increased

occupancy rates and building utilisation reflects the

positive impact of our carbon efficient interventions.

For the first time, we are reporting performance including

retail occupier-procured energy across our Retail Parks

and Shopping Centres portfolio. The addition of this

dataset represents a positive step towards measuring

and reporting our operational Carbon and Energy

intensities on a whole building basis linked with our

2030 strategy. This dataset represented an additional

205MkWh of energy consumption last year, where we

have no control over procurement decisions or usage

patterns. This reinforces the need to continue building

strong relationships with our stakeholders and customers

to achieve our Sustainability Strategy something we have

again focused on through FY24.

Our innovative Transition Vehicle is funded by our internal

carbon levy and our £5m annual float. In FY24 we

increased our levy by 50% from £60 to £90 per tonne

of carbon to better reflect the true cost of carbon.

The Transition Vehicle’s currentbalance is £18.4m and

so far, £10m has been committed to carbon efficient

interventions and Renewable Gas Guarantees of Origin

(RGGO). These projects combined are estimated tosave

c.1,750 tCO

e and c.£1.5m annually.

In FY24, the Transition Vehicle funded the installation

of a new air source heat pump at York House which is

predicted to reduce the building energy consumption

by c.19% andreduce carbon emissions by c.129 tonnes

annually compared to the previous system.

Operational performance RE100 and procuring renewable energy

British Land continues to operate its energy management

system, which includes formal ISO 50001 accreditation at

commercial offices continuing with our implementation

program to deliver energy and carbon efficiency

interventions across the portfolio and by investing in

onsite and offsite renewable energy sources. Through

our development pipeline, we are designing a path to

best practice operational efficiency with our 1 Broadgate

development on track to reduce energy intensity to one-

sixth of the previous building’s.

British Land has been a signatory to RE100 since 2016,

which commits us to procuring 100% renewable energy.

This year, 90% of landlord procured energy was from

renewable sources. Our proportion of renewable gas

was77% this year, whilst renewable electricity was 94%.

Absolute emissions Scope 1 and 2 (tonnes) Greenhouse gas emissions – intensity

Year ended 31March 2024 2023 2022

Total

portfolio

tCO

e per sqm

(including Retail

occupier data)

0.041 nr nr

Total

portfolio

tCO

e per sqm

(excluding Retail

occupier data)

0.035 nr nr

Offices tCO

e persqm 0.062 0.068 0.074

Shopping

centres

tCO

e per common

parts sqm

0.029 0.026 0.031

Retail

parks

tCO

e per carpark

spaces sqm

0.003 0.004 0.004

Total

portfolio

tCO

e per gross

rental income (£m)

32.49 34.43 36.63

1. Further details about this methodology can be found in our Sustainability

Progress Report – britishland.com/data

2. Common parts only

3. This intensity only incorporates Scope 1 and 2 emissions

For full details on our reporting criteria and the

calculation of our Scope 1 and 2 emissions, please see the

methodology in our Sustainability Progress Report 2024

at britishland.com/data.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Scope 1 and 2 emissions and associated energy use

Year ended 31 March

Tonnes CO

e MWh

2024 2023 2022 2024 2023 2022

Scope 1 (fuel combustion): 5,796 6,902 6,595 32,222 37,561 36,368

Scope 1 (refrigerant loss): 126 1,123 744 – – –

Scope 2 (purchased electricity):

Location-based

12,627 11,739 12,847 62,806 62,733 60,506

Market-based 1,555 3,686 1,665 – – –

Total Scope 1 and 2 emissions

andassociated energy use

Location-based

18,549 19,764 20,186 95,028 100,294 96,874

Market-based 3,080 5,508 3,588 – – –

Proportion of Scope 1 and

2 emissions assured by an

independent third party

100% 100% 100% 100% 100% 100%

Proportion that is UK-based 100% 100% 100% 100% 100% 100%

Scope 3 emissions

Year ended 31 March

Tonnes CO

2024 2023 2022

Purchased goods and services 15,533 15,698 15,762

Capital goods 25,546 –

20,565

Fuel and energy related activities (upstream) 5,428 5,597 5,991

Waste generated in operations 291 211 243

Business travel 221 236 41

Employee commuting and working from home 249 250 248

Downstream leased assets Location-based 84,184 107,725 113,691

Proportion of Scope 3 emissions assured by a third party 100% 100% 100%

Total Scope 1-3 emissions Location-based 150,000 149,481 176,728

1. No developments completed in the reporting year, making this value 0

Accounting treatment of biogas

To reflect our procurement of renewable gas, we report

aScope 1 (market-based) figure to reflect the life cycle

benefits of biogas.

In this market-based calculation, we use the UK

Government’s biogas factor, which includes CH

and

Oemissions but zero-rates CO

emissions due to

absorption that occurs during the growth of

biogasfeedstock. However, as noted below, bioenergy

feedstocks do produce CO

emissions during combustion,

so the ‘combustion emissions’ are provided below for

fulltransparency.

Biogas

UK factor

(kg CO

perkWh)

2024 total

(tonnes

2023 total

(tonnes

Net emissions

(excl CO

) 0.00022 8 8

Combustion

emissions (incl CO

) 0.19902 7,0 89 7,238

Our methodology

We have reported on all greenhouse gas (GHG) emission

sources required under the Companies Act 2006

(Strategic Report and Directors’ Reports) Regulations

2013 and the Companies (Directors’ Report) and Limited

Liability Partnerships (Energy and Carbon Report)

Regulations 2018 (‘the 2018 Regulations’). These sources

fall within our consolidated financial statements and

relate to head office activities and controlled emissions

from our standing portfolio.

– Scope 1 and 2 emissions cover 91% of our standing

portfolio by value. We have used purchased energy

consumption data, the GHG Protocol Corporate

Accounting and Reporting Standard (revised edition)

and emission factors from the UK Department for

Business, Energy & Industrial Strategy’s (BEIS)

2023guidelines

– Omissions and estimations: for landlord procured

utilities, where asset energy and water data were

partially unavailable, we used data from adjacent

orequivalent periods to estimate this missing data.

InFY24, this accounts for <1% of total reported

energyconsumption and <2% of total reported

waterconsumption

– Gross Rental Income (GRI) from the managed portfolio

comprises Group GRI of £308m (FY23: £331m), plus

100% of the GRI generated by joint ventures and funds

of £379m (FY23: £364m), less GRI generated assets

outside the managed portfolio of £116m (FY23: £121m)

– For full details on our reporting criteria and the

calculation of Scope 3 value chain emissions, please

seethe methodology in our 2024 Sustainability

Progress Report at britishland.com/data

– For details of our greenhouse gas emissions

boundaries, please see the Pathway to Net Zero

atbritishland.com/pathway-to-net-zero

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

Non-financial area/

Description of

business model

Risk

areas

Policies Purpose and scope Operation and outcome

Financial crime

We operate a

zero-tolerance

approach to bribery,

corruption and fraud.

More information is

available in the Audit

Committee Report

on pages 116 to 124.

11 Anti-Bribery

and Corruption

Policy

– Details the expected conduct of all British

Land staff with respect to relationships

with suppliers, agents, public officials and

charitable and political organisations

– Outlines staff responsibilities regarding

the reporting of any breaches and details

consequences of breaches for staff and

the Group as a whole

– Provides for staff training and

communication around the policy as well

as monitoring and review by management

These robust policies around financial

crime compliance reflect our zero-tolerance

approach to such activity both in and around

the business; they have been drafted to provide

for education and monitoring in addition to

deterrence and prevention. The policies are

accessible by all employees via the intranet

and mandatory training is required for all staff

in relation to them. Our whistleblowing service

can be accessed by all employees should

they prefer to raise a concern anonymously

instead of with their line manager. This is

an independent and confidential telephone

service and web portal. British Land carries

out due diligence on counterparties to comply

with legislation on money laundering and to

enable it to consider how a transaction with

the counterparty may reflect on British Land’s

reputation. We also screen and monitor on an

ongoing basis our occupiers and suppliers for

adverse media which might indicate a fraud

and or bribery/corruption risk. This is taken

into account when decided whether we engage

or renew with an occupier or supplier.

The HR Director, General Counsel and Company

Secretary has overall responsibility for all

four policies which are regularly reviewed and

approved by the Audit Committee. Any matters

raised under these policies are subject to

investigation by the Company.

Anti-Fraud

Policy

– Provides for fraud prevention training for

all British Land staff and requires staff

participation in any fraud risk assessments

undertaken by the Group where relevant

– Outlines protocol for the reporting of

suspected fraud with reference to the

Group’s Whistleblowing Policy

Whistleblowing

Policy

– Provides contact details for the Group’s

third party whistleblowing service

– Outlines the types of concerns that can

bereported to the whistleblowing service

– Details safeguarding measures in place

for staff and outlines how the Group will

respond in cases of whistleblowing

Anti-Money

Laundering

Policy

– Lists ‘red flags’ detailing the kind of

suspicious activity that may indicate an

attempt to launder money

– Details monitoring and review procedures

under the policy

Environmental

matters

Our long term

commitment to

sustainability

andminimising

our environmental

impact is one of

British Land’s key

differentiators.

Asoccupiers focus

on minimising their

carbon footprint,

our ability to deliver

more sustainable

space is a key

advantage. See

pages 64 to 67

and 76 to 87 for

our climate-related

financial disclosures.

4, 6, 8 Sustainability

Policy

– Provides for sustainable decisions to be

our ‘business as usual’ approach

– Outlines our 2030 Sustainability Strategy:

our goal of making our whole portfolio

net zero carbon as well as growing social

value and wellbeing in the communities in

which we operate

Our Sustainability Policy and Brief were

comprehensively updated in 2020. Our overall

commitment is to take decisions which are

environmentally and socially sound and

make financial sense. Our internal carbon

levy is reviewed annually to ensure that the

environmental impact of our developments is

costed into their budgets. As a result of our

review in FY24 our internal carbon levy has

been increased to £90 per tonne of embodied

carbon, this will be applied to developments

committed after 1st April 2024. We participate

in key ESG indices to demonstrate our progress

and we publish social and environmental

performance data annually.

Our Head of Developments has overall

responsibility for our Sustainability Brief,

and our Chief Operating Officer has overall

responsibility for our Sustainability Policy.

Sustainability

Brief

– Aligns with our 2030 Sustainability

Strategy

– Gives effect to our Sustainability Policy

– Sets out our sustainability ambitions

and the KPIs and standards required to

achieve them

Employees

British Land requires

our employees to

act in ways that

promote fairness,

inclusion and respect

in their dealings

with colleagues,

customers, suppliers

and business

partners.

9 Employee

Code of

Conduct

– Sets out minimum standards required of

all employees in all their dealings in and on

behalf of the Group

– Gives effect to our core values of bring

your whole self; listen and understand; be

smarter together; build for the future; and

deliver at pace

– Comprises a number of separate policies

including but not limited to our Equal

Opportunities Policy; our Disabled

Workers Policy; our Gender Identity and

Transgender Policy; and our Bereavement,

Compassionate and Emergency

LeavePolicy

British Land remains deeply committed to

creating an environment of fairness, inclusion

and respect. Our corporate values underpin our

commitment to equality, diversity and integrity.

We recognise our workforce needs to reflect

the communities we serve in order to create

spaces that are welcoming to all, and our

working practices and employment policies are

underpinned by our DE&I Strategy.

The HR Director, General Counsel and Company

Secretary has overall responsibility for our

employment policies.

STRATEGIC REPORT BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Non-financial area/

Description of

business model

Risk

areas

Policies Purpose and scope Operation and outcome

Social matters

British Land has

long recognised

thata commitment

to good social

practices is essential

to the way we

operate; as occupiers

increasingly consider

the contribution

they make to

society, our ability

to support them is

an advantage. See

pages 68 to 71.

6, 8, 9 Sustainability

Policy

See above We place great importance on the way we

work with communities, suppliers and partners.

We believe that communication is key in

ensuring we meet our social obligations, and

by listening to the needs and concerns of our

staff and communities we are better able to

provide an environment that is safe, inclusive

and welcoming.

Our Chief Operating Officer has overall

responsibility for our Local Charter; our Head

of Procurement has overall responsibility for

our Supplier Code of Conduct; and our Head of

Developments has overall responsibility for our

Health and Safety Policy. All health and safety

reports are provided to the Risk Committee.

These executives report to the ESG Committee

for their area of responsibility.

Sustainability

Brief

See above

Local Charter – Outlines three key focus areas where

we are active in local communities:

connection with local communities;

supporting educational initiatives for local

people; supporting local training and jobs;

and providing affordable space

Supplier

Code of

Conduct

– Outlines standards required of our

suppliers in a number of areas,

including but not limited to health

andsafety; working hours; responsible

sourcing; community engagement; and

environmental impact

– Details our zero-tolerance approach to:

child labour; forced labour; discrimination;

and bribery, fraud and corruption

– Provides for monitoring, corrective action

and reporting under the policy. Work

practice audits are carried out on our

high-risk suppliers

Health and

Safety Policy

– Details how British Land will meet the

requirements of the Health and Safety at

Work Act 1974

– Provides for necessary training around

display screen equipment and manual

handling

– Outlines how health and safety matters

are managed for staff, colleagues, service

providers and others affected by the

Company’s undertakings

Human rights

British Land

recognises the

importance of

respecting human

rights and has been

a signatory to the

UN Global Compact

since 2009. We

are committed to

the responsible

management of

social, ethical and

environmental

issues across our

supply chain. For

further information

about our activities

in this area, see

our Sustainability

Progress Report at

britishland.com/data

9, 11 Supplier

Code of

Conduct

See above British Land operates a zero-tolerance

approach to human rights infringements by

any of our suppliers, occupiers or partners.

We carry out due diligence on all parties

that we work with and require our suppliers

to demonstrate the same commitment to

the prevention of human rights abuses in

their operations. Our Slavery and Human

TraffickingStatement can be found on our

website and is reviewed and updated annually

(britishland.com/modern-slavery-act)

Slavery

and Human

Trafficking

Statement

– Indicates higher risk areas, including the

procurement of specific materials and fair

treatment of workers on construction sites

– Outlines strategy for reduction of risk in

our supply chains with regard to social,

environmental and ethical issues

– Our anti-modern slavery training is

mandatory for all directly employed staff

1. Linkages to our principal risks can be found on pages 48 to 58

The Strategic Report was approved by the Board on 21 May 2024 and signed on its behalf by:

Simon Carter

Chief Executive

CORPORATE

GOVERNANCE

3 Sheldon Square

Paddington Central

Aldgate Place

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

CORPORATE

GOVERNANCE

NON-EXECUTIVE CHAIR’S INTRODUCTION

2024 CORPORATE

GOVERNANCE

REPORT

Tim Score

Non-Executive Chair

This year marks my last as Chair of

the Board. I will step down as Chair at

the conclusion of the 2024 AGM and

be succeeded by William Rucker.

The Board that I leave behind is very

different from when I became Chair

five years ago. In diversity terms, at

the conclusion of the 2024 AGM, the

Board will be 50% female, compared

with 30% at the conclusion of the

2019 AGM as well as already

exceeding the recommendations

from the Parker Review.

In the past five years, the Board has

welcomed a new CEO and CFO, who

have reshaped the strategy and

operational efficiency of the

Company. Together we have

weathered the impacts of Covid-19

and higher interest rates on the

property sector as a whole and more

recently, applied laser focus to

preparing the business to take

advantage of a more favourable

macroeconomic environment.

I am very proud to have served as

Chair of British Land and am pleased

to hand over to someone of William’s

calibre and experience to steer the

business through its next chapter.

Iam confident he will provide the

Board with strong and effective

leadership and will be a great support

to Simon and the executive team.

Governance review

The primary focus of the Board

during the year has been to support

and challenge management on the

effective delivery of strategy amidst

a difficult market backdrop, whilst

working collectively on positioning

the Company towards a more

positive macroeconomic outlook. Our

efforts are guided as ever, by our

purpose: Places People Prefer; and

our deep rooted approach to

stakeholder engagement.

From a governance perspective,

there have been three main focuses

of the Board during the year:

– succession planning;

– strategic delivery and formulation;

and

– Board effectiveness evaluation.

Succession planning

The Board has worked closely with

the Nomination Committee during

the year on a series of Board

appointments to strengthen and

build upon its existing skillset. At the

conclusion of the 2024 AGM Laura

Wade-Gery will step down as Non-

Executive Director and Chair of the

Remuneration Committee having

been a member of the Board for

nineyears.

Laura has provided valuable insight

to the Board and has led the

Remuneration Committee through a

review of the Remuneration Policy in

2022. Laura’s contribution to British

Land will be missed and we all wish

her well in her future endeavours.

Lynn Gladden has also been a

Non-Executive Director for nine years

as at the date of this Annual Report.

Given Lynn’s significant expertise

within the field of science and

technology and her role as Chair of

our Innovation Advisory Council, the

Board is pleased to extend Lynn’s

tenure on the Board for one year.

Notwithstanding her tenure

exceeding nine years, the Board is

satisfied that Lynn remains

independent. A full description of

theCompany’s departure from the

code in this instance is provided on

page 102.

Board appointments

There have been three Non-Executive

Director appointments during the

year. A description of the process

that was undertaken in making

theseappointments is detailed on

page 111 of the Nomination

Committee report.

Amanda Mackenzie joined the Board

in September 2023. Amanda brings

a wealth of marketing expertise

alongside a proven track record

in sustainability and corporate

responsibility which will complement

the existing capabilities of the

Board as the Company progresses

its ambitious corporate and

sustainability strategy. Amanda, who

is currently a member of the Lloyds

Banking Group plc Remuneration

Committee, joined the British

Land Remuneration Committee

upon appointment and will be

appointed Chair of the Committee

in July 2024 when Laura Wade-

Gery steps down from the Board.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Mary Ricks was appointed to the

Board in October 2023. Mary is a

highly experienced real estate

professional who brings over 35

years’ experience of the UK, European

and US property markets. Her depth

of real estate expertise across a

variety of markets will provide

valuable insight as we continue to

execute our value-add strategy.

Amanda James’ appointment to the

Board was approved in March 2024

and will be effective from 1 July 2024.

Amanda will bring substantial retail

and finance experience from her long

and distinguished career at Next plc,

where she is currently CFO, having

held various leadership roles there

over 28 years. I look forward to

welcoming her to the Board in July.

Strategic delivery and

formulation

A key event in the Board calendar is

the strategic offsite which considers

the current strategy of the business,

its effectiveness and developments

required, taking into account the

Company’s operating model and

market backdrop. The Board and

Executive Committee meet over

twodays with presentations from

external advisors and internal

subjectmatter experts.

During the 2024 strategy offsite, the

Board and Executive Committee

reviewed the strategic priorities of

the business over the short to

medium term, the preparedness of

British Land to benefit from a more

positive macroeconomic environment

and the long term success of the

Group. The conclusion was that

British Land is in a good position to

realise growth potential and is

equipped with the right leadership

team to do so. A full strategic

overview and a description of our

operating model is contained within

the Strategic Report on page 11.

Board evaluation

As required by the UK Corporate

Governance Code, the Board’s

effectiveness review was facilitated

externally during the year by the

Board advisory business, No.4, which

has no other connection with British

Land or its Directors.

No.4 provided feedback to the Chairs

of the Audit, Nomination, ESG and

Remuneration Committees on the

performance of each Committee.

Theperformance of the Chair was

also discussed with the Senior

Independent Director who

subsequently met with the other

Non-Executive Directors to further

consider the Chair’s performance,

taking into account the views of the

Executive Directors.

The evaluation found that the Board

and its Committees operate very

effectively. The management team is

held in high regard by the Board who

have high levels of mutual respect for

each other. All Board members are

able to express their views and there

is space provided for them to do so

by a well-respected Chair.

No.4 considered the diversity and

composition of the Board as part of

succession planning considerations.

The evaluation concluded that the

Board comprised a strong mix of

individuals which is conducive to

excellent strategic thinking and

decision making. Maintaining

diversity of thought on the Board

should continue to be a focus of the

Nomination Committee.

Key areas of future focus for the

Board are: transitioning to the new

Chair; embedding new Non-

Executive Directors; shaping the

Board for the future; and Board and

executive succession planning.

The rest of our Corporate Governance

Report will describe in detail how the

Company continues to uphold high

standards of corporate governance.

Each Committee Chair will provide a

detailed review of the work that their

respective committee has undertaken.

I hope you find this Report useful in

understanding the operation of the

Board and its Committees during the

year. I’d like to take this opportunity to

thank my colleagues on the Board,

executive team and wider business for

their contributions over the 10 years

that I have been a Board member.

Tim Score

Non-Executive Chair

Progress against the 2023 internal evaluation

Action Outcome

Executive

succession

deepdive

– Full Executive Committee succession planning deep

dive held in January 2024, including their direct reports

and other key roles

– Diversity of pipeline reviewed and management action

plans agreed

Board training – Fifth Wall provided a deep dive into AI and its potential

application in the Real Estate industry at the annual

strategy offsite

Industry

competitors and

the real estate

market

– Competitor analysis is integrated into appropriate

Board papers and strategy reviews

– The CEO letter that is included in each set of Board

papers includes commentary on peers and the wider

real estate market as appropriate

2024 UK

Corporate

Governance

Code

– A readiness plan was presented to the Audit Committee

and Board in response to the FRC’s consultation paper

on the UK Corporate Governance Code

Process of the 2024 external evaluation

Stage 2

January 2024

No.4 attended a Board meeting and

held individual interviews with each

Director, the Company Secretary,

Head of Secretariat, Head of

Investments, Head of Real Estate

and external strategic advisers

Stage 1

December 2023

No.4 met with the Chair to

discussthe scope and focus

of the evaluation

Stage 4

March 2024

Draft report from No.4 discussed

with the Chair prior to finalisation

and presentation to the whole

Board

Stage 3

February/March 2024

No.4 attended a further Board

meeting and Committee meetings,

including the strategy offsite

AGM

Our AGM will once again be held at

Storey Club, 100 Liverpool Street

at 11:30am on Tuesday 9 July 2024.

Last year, we were delighted that a

slightly later start time enabled

many more shareholders to attend.

We will continue to host the event

as an in-person meeting only,

without virtual connectivity given

the extremely low levels of virtual

attendance. Full details can be

found within the Notice of Meeting.

Stakeholder engagement

and principal Board

decisions

The nature of our business, from

investing in and developing

properties to managing and curating

our spaces, means we have a

continuous dialogue with a wide

group of stakeholders and consider

our environmental and social impacts

in all that we do. This approach is

embedded in our culture, is central

toour purpose and flows through all

levels of the organisation. Our formal

section 172 Statement is within the

Strategic Report on page 12 and our

Workforce Engagement Statement is

incorporated within the report of the

ESG Committee on page 107.

The following depicts the process that

is followed for all Board decisions.

Stakeholder engagement

Bottom-up stakeholder

engagement assessing the needs of

each relevant stakeholder group

Management action

Executive-level scrutiny and

challenge over management

proposal with consequential

refinements of the idea

Proposal and checklist

Checklist appended to each

decision paper detailing the impact

on every s.172 stakeholder group

Board meeting and decision

The Board ultimately makes a

decision based on shareholder

benefit, whilst taking into account

the impact on all stakeholders

Board activity

In addition to standing items such as the Management Report, General

Counsel and Company Secretary Report and Committee updates, the

following matters were among material items discussed during the year:

May 2023 – Reappointment of Tim Score as Chair until the

conclusion of the 2024 AGM

– Approval of the 31 March 2023 Annual Report and

Accounts and Preliminary Announcement, including

fullyear risk disclosures

– Approval of the FY23 Final Dividend

– Approval of principal risk assessment and risk appetite

July 2023 – Canada Water performance update

– Technology strategy review

September 2023 – Approval of the disposal of portfolio of data centres

for£125m

– Value creation strategy review

– Approval of debt facilities

– Governance reporting update

– Appointment of Amanda Mackenzie as a Non-Executive

Director with effect from 1 September

November 2023 – London office occupational update from CBRE

– Approval of the FY24 Interim Results & Dividend

– NED and Executive Committee mentoring update

– Appointment of Mary Ricks as a Non-Executive Director

with effect from 1 November

January 2024 – Approval in principle of a JV with Royal London Asset

Management Limited in respect of 1 Triton Square

– Employee engagement survey results analysis

– Review of workforce diversity and succession plans

March 2024 – Appointment of Amanda James as a Non-Executive

Director with effect from 1 July 2024

– Appointment of William Rucker as Chair Designate,

with the appointment as Chair to take effect from the

conclusion of the 2024 AGM

– Approval in principle for the build contract and

pre-let of 2 Finsbury Avenue, subject to the finalisation

of terms (which occurred in April 2024).

NON-EXECUTIVE CHAIR’S INTRODUCTION

CONTINUED

Canada Water

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

PRINCIPAL BOARD DECISIONS

The following principal decision shows how engagement with the Company’s

stakeholders and the other elements ofs.172impact major decisions taken by

the Board.

2 Finsbury Avenue capital

commitment

In March 2024, the Board approved

in principle the Company’s

share of the capital commitment

required for the Broadgate joint

venture to enter into the main

build contract and agreement

for lease at 2 Finsbury Avenue.

The decision, in April 2024, to

commit to the development was the

culmination of several years of work

across the business and with GIC, our

joint venture partner. The following

describes the principal components

of s.172 that were considered in

reaching a decision.

Reducing our impact on

theenvironment

The Investment Committee first

reviewed the design proposals

in 2021 and challenged the

development team on two successive

occasions to reduce the embodied

carbon levels of the building, before

it progressed to the latter stages of

design. The design improvements

made as a result of this challenge

mean that 2 Finsbury Avenue will

create a new benchmark for highly

sustainable workspace in central

London with expected BREEAM

Outstanding, WELL Platinum, EPC

A and NABERS 5-star ratings.

The design improvements have

also been embedded into the

British Land design process for

all future office developments.

Suppliers and customers

The build contract secures a multi-

year commitment for Sir Robert

McAlpine, our development partner

that has worked across the

Broadgate development since 2016.

More broadly, it also secures work

fora large range of suppliers and

sub-contractors all of whom are

integral to delivering a building of

thescale of 2 Finsbury Avenue. The

Board carefully considered the

impact of the timing of this

development and the impact that

anydelay would have on our

development partner and supply

chain partners.

Simultaneously, when signing the

build contract, the joint venture

entered into an Agreement for Lease

with Citadel Securities in respect of

252,000 sq ft with an option to

acquire an additional 130,000 sq ft.

The Board considered the impact on

the customer of not delivering the

space in the timescale that had been

subject to intense discussion over a

long period of time with Citadel.

A view to the future

The Board considered the availability

of super prime office space when 2

Finsbury Avenue is due to complete

in 2027. It is projected that super

prime space will be very

undersupplied in 2027, which drives

the opportunity to capture even

greater rental growth.

The Board considered the impact

ofdeploying a material amount of

capital into an office development up

to 50% pre-let against the context of

future capital commitments and

investor sentiment in respect of

offices. The Board regarded the high

quality of the building, record rental

levels secured within the agreement

for lease and future growth prospects

as compelling reasons to proceed.

First-class developer

2 Finsbury Avenue will stand as the

flagship asset at the Broadgate

campus and represent the very best

office space available in the City of

London when it completes in 2027,

supporting British Land’s reputation

as a first-class office developer.

2 Finsbury Avenue

CGI

135 Bishopsgate

Broadgate

May

2023

– Full year results presentation

– Full year results roadshow

– Kempen Real Estate Conference

(Amsterdam)

September

2023

– EPRA London Conference

– Société General Real Estate

Conference (London)

– Goldman Sachs European Real

Estate Equity and Debt Conference

– Retail investor day (Orpington)

January

2024

– Barclays European Real Estate

Equity and Credit Conference

(London)

– Analyst and investor

social(London)

June

2023

– EPRA Corporate Access

Conference (London)

– Morgan Stanley European Real

Estate Capital Markets (London)

– Private client roadshow (London)

– Chair investor meetings (London

and virtual)

– EPRA virtual Asia roadshow

November

2023

– Half year results presentation

– Half year results roadshow

– JP Morgan UK Leaders Conference

(London)

– Goldman Sach Carbonomics

Conference (London)

– UBS GRE Conference (London)

February

2024

– Life sciences investor day (London)

– Private client broker roadshow

(London)

July

2023

– AGM

– Morgan Stanley virtual

USroadshow

– Private client roadshow

(London)

– Bank of America roadshow

(Paris)

December

2023

– Investor dinner (London)

March

2024

– Citi Global Property Conference

(Miami)

– Kempen Property Conference

(New York)

– Berenberg UK Corporate

Conference (London)

– Bank of America EMEA Real

Estate CEO Conference

(London)

KEY INVESTOR RELATIONS ACTIVITIES DURING THE YEAR

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Governance framework

Board

Executive

Management

Board of directors

Executive

Membership

Led by the Chief Executive,

the Executive Committee

ensures delivery of the

Company’s strategy.

Management

Membership

comprises key personnel from across

the business in the relevant subject

area. The Committees are involved in

the granular day-to-day tasks within

their remit.

Audit Committee

Executive

Committee

Social Impact Committee

Environmental

Social Governance

Committee

Investment

Committee

Transition Vehicle

Committee

Remuneration

Committee

Risk Committee

Health and Safety

Committee

Nomination

Committee

Sustainability

Committee

FURTHER INFORMATION ABOUT THE DIFFERENT COMMITTEES

CAN BE FOUND HERE BRITISHLAND.COM/COMMITTEES

GOVERNANCE

AT A GLANCE

Board Attendance

Director

Meeting

attendance

Tim Score 6/6

Simon Carter 6/6

Bhavesh Mistry 6/6

Preben Prebensen 6/6

Mark Aedy 6/6

Lynn Gladden 6/6

Irvinder Goodhew 6/6

Alastair Hughes* 5/6

Laura Wade-Gery 6/6

Loraine Woodhouse 6/6

Amanda Mackenzie 4/4

Mary Ricks 3/3

* Alastair Hughes was unable to attend the

March2024 Board meeting due to illness.

The Board continues to demonstrate

individual and collective commitment

to British Land by devoting sufficient

time to discharge its duties and each

year the Directors are asked to report

their time spent on non-British Land

commitments. In addition to formal

meetings, the Board met collectively

with management in February for the

annual strategy offsite as well as for

informal networking events

throughout the year.

Division of Responsibilities

There is a clear written division of

responsibilities between the Chair

(who is responsible for the leadership

and effectiveness of the Board), Chief

Executive (who is responsible for

managing the Company) and Senior

Independent Director (SID) which

hasbeen agreed by the Board and

isavailable to view on our website

britishland.com/committees.

Chair

When running Board meetings,

theChair maintains a collaborative

atmosphere and ensures that all

Directors have the opportunity to

contribute to the debate. The

Directors are able to voice their

opinions in a calm and respectful

environment, allowing coherent

discussion. The Chair also arranges

informal meetings and events

throughout the year to help build

constructive relationships between

Board members and the senior

management team. The Chair meets

with individual Directors outside

formal Board meetings to allow for

open, two-way discussion about the

effectiveness of the Board, its

Committees and its members.

TheChair is therefore able to remain

mindful of the views of the

individualDirectors.

Chief Executive

The Chief Executive is responsible for

executing the Company’s strategy,

promoting our culture and sharing

key stakeholder views with the Board.

SID

The SID provides a sounding board

tothe Chair, as well as being available

to shareholders and other Non-

Executive Directors should they

haveany concerns.

Operation of the Board

Regular Board and Committee

meetings are scheduled throughout

the year. Ad hoc meetings may

be held at short notice when

Board-level decisions of a time-

critical nature need to be made,

or for exceptional business.

Care is taken to ensure that

information is circulated in good

timebefore Board and Committee

meetings and that papers are

presented clearly and with the

appropriate level of detail to assist

the Board in discharging its duties.

The Secretariat assists the Board

andCommittee Chairs in agreeing

agendas in sufficient time before

meetings to allow for input from key

stakeholders and senior executives.

Chairs of Committees are also sent

draft papers in advance of circulation

to Committee members to give time

for their input.

Papers for scheduled meetings are

circulated one week prior to meetings

and clearly marked as being ‘For

Decision’, ‘For Information’ or ‘For

Discussion’. To enhance the delivery

of Board and Committee papers,

theBoard uses a Board portal and

tablets which provide a secure

andefficient process for meeting

packdistribution.

Under the direction of the Chair, the

HR Director, General Counsel and

Company Secretary facilitates

effective information flows between

the Board and its Committees, and

between senior management and

Non-Executive Directors.

BOARD OF DIRECTORS

Tim Score

Non-Executive Chair

Skills and experience

Tim has significant experience

in the rapidly evolving global

technology landscape and

brings years of engagement

both withmature economies and

emerging markets to the Board.

He is the Deputy Chair and Senior

Independent Director atPearson

and is a Non-Executive Director

at the Football Association. He

is also a Non-Executive Director

and Chair of theAudit and Risk

Committee at Bridgepoint Group

plc and sits on the Board of

Trustees of the Royal National

Theatre. Tim wasformerly a

Non-Executive Director of HM

Treasury, Chief Financial Officer

of ARM Holdings PLC and held

senior financial positions at Rebus

Group Limited, William Baird plc,

LucasVarity plc and BTR plc. From

2005 to 2014, he was a Non-

Executive Director of National

Express Group PLC, including time

as Interim Chairman and six years

as Senior Independent Director.

Bhavesh Mistry

Chief Financial Officer

Skills and experience

Bhavesh brings a broad range

of financial, strategic and

transformation experience

to British Land gained across

a number of multinational

organisations. Prior to joining

British Land, Bhavesh was Deputy

Chief Financial Officer at Tesco

PLC. Bhavesh has previously held

senior finance and strategy roles

in arange of consumer-facing

businesses, including Whitbread

Hotels and Restaurants,

Anheuser Busch InBev and

Virgin Media. Bhavesh qualified

as a Chartered Accountant with

KPMG and holds an MBA from

London Business School.

Appointment

Appointed as a Non-Executive Director

inMarch 2014 and as Chair in July 2019.

Appointment

Appointed to the Board as Chief

Financial Officer in May 2018 and as

Chief Executive inNovember 2020.

Appointment

Appointed to the Board in July 2021.

Simon Carter

Chief Executive Officer

Skills and experience

Simon has extensive experience

of finance and the real estate

sector. He joined British Land

from Logicor, the owner and

operator of European logistics

real estate, where he had served

as Chief Financial Officer since

January 2017. Prior to joining

Logicor, from 2015 to 2017 Simon

was Finance Director at Quintain

Estates & Development Plc. Simon

previously spent over 10 years

with British Land, working in a

variety of financial and strategic

roles and was a member of our

Executive Committee from 2012

until his departure in January

2015. Simon also previously

worked for UBS in fixed income

and qualified as achartered

accountant with Arthur Andersen.

In May 2022, Simonwas

appointed to the Board of Real

Estate Balance, a campaigning

organisation working to

improve diversity and inclusion

in the real estate industry.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Board Committee membership key

Audit Committee

Nomination Committee

Remuneration Committee Chair of a Board Committee

Environmental Social Governance Committee

Preben Prebensen

Senior Independent

Non-Executive Director

Skills and experience

Preben has 40 years’ experience

in driving long term growth

forBritish banking and

insurance businesses.

He is currently the Non-Executive

Chairman of Enra Specialist

Finance, Non-Executive Chairman

of Riverstone International

and Non-Executive Chairman

of Dale Holdings Limited,

having previously been Chief

Executive of Close Brothers

Group plc from 2009 to 2020.

Preben was formerly the Chief

Investment Officer of Catlin Group

Limited and Chief Executive of

Wellington Underwriting plc.

Prior to that, he held a number

ofsenior positions at JP Morgan.

Laura Wade-Gery

Non-Executive Director

Skills and experience

Laura has deep knowledge

of digital transformation

and customer experience

and brings her experience

leading business change

management to the Board.

She is Chair of Moorfields Eye

Hospital NHS Foundation Trust,

having previously been Chair of

NHS Digital and a Non-Executive

Director of NHS England. Laura

is also a Non-Executive Director

atLegal & General Group plc.

Until April 2021, she was a

Non-Executive Director of John

Lewis Partnership plc. Previously,

Laura was Executive Director

of Multi Channel at Marks and

Spencer Group plc, served in

a number of senior positions

at Tesco PLC, including Chief

Executive Officer of Tesco.com.

Loraine Woodhouse

Non-Executive Director

Skills and experience

Loraine has extensive experience

across all finance disciplines

and has worked within many

different sectors, including

real estate and retail.

Loraine is a Non-Executive

Director and member of the Audit,

Remuneration and Nomination

Committees of Pennon Group plc.

Loraine was the Chief Financial

Officer of Halfords Group plc for

just under four years until retiring

in June 2022. Prior to joining

Halfords, Loraine spent five years

in senior finance roles within the

John Lewis Partnership. In 2014,

Loraine was appointed Acting

Group Finance Director and then,

subsequently, Finance Director

of Waitrose. Prior to that, Loraine

was Chief Financial Officer of

Hobbs, Finance Director of

Capital Shopping Centres Limited

(subsequently Intu Plc) and

Finance Director of Costa Coffee

Limited. Loraine’s early career

included finance and investor

relations roles at Kingfisher Plc.

Appointment

Appointed as a Non-Executive

Director inSeptember 2017 and Senior

Independent Director in July 2020.

Appointment

Appointed as a Non-Executive

Director inMay 2015.

Appointment

Appointed as a Non-Executive

Director inMarch 2021.

100

BOARD OF DIRECTORS CONTINUED

Alastair Hughes

Non-Executive Director

Skills and experience

Alastair has proven experience

of growing real estate companies

and is a fellow of the Royal

Institution of Chartered Surveyors.

Alastair is Chairman of Schroders

Real Estate Investment Trust

Limited, and a Non-Executive

Director of Tritax Big Box REIT

andQuadReal Property Group,

with over 25 years of experience

in real estate markets.

He is a former Director of Jones

Lang LaSalle Inc. (JLL) having

served as managing director

of JLL in the UK, as CEO for

Europe, Middle East and Africa

and then as CEO for Asia Pacific.

Appointment

Appointed as a Non-Executive

Director inJanuary 2018.

Mark Aedy

Non-Executive Director

Skills and experience

Mark is Chairman of EMEA &

Asia, Moelis & Company, the

global independent advisory

firm. Prior to 2009, Mark

was on the Global Executive

Committee of Corporate &

Investment Banking at Bank of

America Merrill Lynch and before

that was Head of Investment

Banking EMEA at Merrill Lynch.

Formerly, he was the Senior

Independent Director of The

Royal Marsden NHS Foundation

Trust, and was a Trustee of

the HALO Trust and is now an

Ambassador. He is also a Visiting

Fellow at Oxford University.

Lynn Gladden

Non-Executive Director

Skills and experience

Lynn is recognised as an authority

in working at the interface

ofscientific research and

industrial practice. Her critical

thinking andanalytical skills bring

a unique dimension to the Board.

She is Shell Professor of Chemical

Engineering at the University

of Cambridge, alongside which

she has previously held the

roles of Pro-Vice Chancellor

for Research at the University

of Cambridge and Executive

Chair of the Engineering and

Physical Sciences Research

Council (UKRI). Lynn is a trustee

of the Faraday Institution and a

member of the advisory board

of BeyondNetZero, a climate

growth equity fund. She is also a

fellow of the Royal Society and

Royal Academy of Engineering.

Appointment

Appointed as a Non-Executive

Director inSeptember 2021.

Appointment

Appointed as a Non-Executive

Director inMarch 2015.

Irvinder Goodhew

Non-Executive Director

Skills and experience

Irvinder brings over 25 years of

experience through operational,

strategic and digital transformation

roles in a broad range of sectors,

including retail, consulting,

financial services and real estate.

She is currently a Managing

Director at Alvarez & Marsal and

waspreviously a Transformation

Director at Lloyds Banking

Group plc. Irvinder held several

senior executive positions in the

UK and Australia in consumer

facing industries, across supply

chain operations, strategy and

transformation for FTSE 100/

ASX organisations, including J

Sainsbury plc, Coles Group and

BOC Group. Irvinder’s industry

experience is complemented

with a career in global strategy

consulting, including her role as a

Partner with AT Kearney leading

their consumer and retail practice

in Australia and New Zealand.

Appointment

Appointed as a Non-Executive

Director inOctober 2020.

101

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Board Committee membership key

Audit Committee

Nomination Committee

Remuneration Committee Chair of a Board Committee

Environmental Social Governance Committee

Brona McKeown

HR Director, General

Counsel and

CompanySecretary

Skills and experience

Brona has extensive executive

leadership and transactional

experience in financial services

and real estate covering legal,

governance, human resources

and operations. She joined

British Land in January 2018

having previously played a key

role in the restructuring of The

Co-operative Bank plc as part of

the Executive Committee and its

General Counsel and Company

Secretary. She served as Interim

General Counsel and Secretary

of the Coventry Building Society

and had a variety of roles over

13 years at Barclays, including

Global General Counsel of its

Corporate Banking division.

Brona qualified as a solicitor

at a large London law firm.

Appointment

Brona was appointed HR Director inJanuary

2022 in addition to her responsibilities as

General Counsel andCompany Secretary.

Mary Ricks

Non-Executive Director

Skills and experience

Mary is a highly experienced real

estate professional who brings

over 35 years’ experience of the

UK, European and US property

markets. She recently stepped

down as President of Kennedy

Wilson, a global real estate

investment company where she

worked for 32 years, overseeing

the launch of its European

business and subsequent

IPO in London in 2014.

In 2017, the European business

was taken private creating an

$8bn global real estate investment

and asset management platform

listed in the US. Mary was

Group President of the group

from 2018 to 2023, serving as

a Board member with a focus

on the investment and asset

management business.

Mary has set up her own

family foundation which

supports educational and

children’s charities.

Appointment

Appointed as a Non-Executive

Director in November 2023.

Appointment

Appointed as a Non-Executive

Director in September 2023.

Amanda Mackenzie

Non-Executive Director

Skills and experience

Amanda is currently a Non-

Executive Director of Lloyds

Banking Group plc where she is

Chair of the Responsible Business

Committee and a member of

the Remuneration Committee,

Nomination and Governance

Committee and Audit Committee.

Amanda was Chief Executive of

Business in the Community which

promotes responsible business

and corporate responsibility. Prior

to that role, she was a member

of Aviva’s Group Executive for

seven years as Chief Marketing

and Communications Officer and

was seconded to help launch

the United Nations Sustainable

Development Goals. She is also

a former Director of British

Airways AirMiles, BT, Hewlett

Packard Inc and British Gas.

102

In this section we aim to show how

we have complied with the provisions

of the Code in the year as well as

highlighting some of our Board focus

areas and achievements in the year.

Code compliance

We are reporting against the 2018 UK Corporate

Governance Code (the ‘Code’) available at frc.org.uk.

The Board considers that the Company has complied

with all relevant provisions of the Code during the year

with the exception of:

– Provision 10, which relates to Director independence.

The Board has determined that notwithstanding her

tenure of nine years at the date of this Annual Report,

Lynn Gladden remains independent in character and

judgement and provides important strategic value to

the Board. In reaching this decision the Board received

a recommendation from the Nomination Committee

which considered all of the circumstances within

Provision 10 and noted Lynn’s academic background

which brings a unique dimension of independent

challenge to the Board. Lynn’s significant expertise

within the field of science and technology and her role

as Chair of the Innovation Advisory Council are crucial

as the Company progresses this element of the

strategy. In order to carefully monitor Lynn’s

independence going forwards, the terms of her letter

ofappointment will be on the basis of a 12-month term.

The Board will have special consideration to the

circumstances relevant to Lynn’s independence each

year and report the outcome accordingly.

– Provision 19, which relates to the tenure of the Chair

exceeding nine years. Tim Score’s appointment as Chair

was previously extended by one year at the 2023 AGM

which received strong support from shareholders.

Several factors were considered in making this decision,

including significant recent changes to the Company’s

strategy and leadership, and macroeconomic

challenges at the time. Tim will be succeeded by

William Rucker as Chair at the conclusion of the 2024

AGM. A full report of the Chair Succession Programme

is provided on page 113.

Further detail on each Principle can be found at the

pages noted in the adjacent table.

Reporting against code principles

1. Board leadership and

Company purpose

Pages

A Effective Board 93

B Purpose

Value and culture

73 to 75

C Governance framework

and Board resources

102

D Stakeholder engagement 12 to 15

E Workforce policies and practices 146

2. Division of responsibilities

Pages

F Board roles 98 to 101

G Independence 111

H External appointments

and conflicts of interest

115 and 145

I Key activities of the Board in 2024 94 to 95

3. Composition, succession

and evaluation

Pages

J Appointments to the Board 92

K Board skills, experience

and knowledge

112

L Annual Board evaluation 93

4. Audit, risk and internal control

Pages

M Financial reporting

External auditor and

internal audit

117 to 120

120 to 122

N Review of the 2024 Annual

Report and Accounts

117

O Internal financial controls

Risk management

124

5. Remuneration

Pages

P Linking remuneration with

purpose and strategy

125 to 127

Q Remuneration Policy 128

R Performance outcome in 2024 129 to 139

GOVERNANCE

AT A GLANCE

103

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Focus areas of the Board this year

included the appointment of the

Chair Designate and approval of

the 1Triton Square JV.

The decision to appointment

newmembers of the Board in

theyear: Amanda Mackenzie;

MaryRicks; AmandaJames;

andWilliam Rucker.

The Board engaged with the

workforce throughout the year

with additional Non-Executive

Director involvement with the

wider Company.

The Board reviewed internal

controls across ESG reporting

andtechnology in the year.

READ MORE ON PAGE 94

BOARD HIGHLIGHTS

1 Triton Square

Regent’s Place

York House

Printworks

Canada Water

199 Bishopsgate

Broadgate

104

REPORT OF THE ENVIRONMENTAL SOCIAL GOVERNANCE COMMITTEE

HELPING

PEOPLE THRIVE

Alastair Hughes

Chair of the ESG Committee

I am pleased to present the report of the ESG

Committee for the year ended 31 March 2024

which sets out in detail the activity undertaken

by the Committee during the year.

Key areas of focus for the coming year

This year we have seen steady progress towards achieving

our 2030 Sustainability Strategy. In particular, we are pleased

to be ahead of our target in achieving an A or B grade EPC

by ERV across the portfolio. It is also fantastic to see the

Transition Vehicle operating in full swing with a substantial

amount of funding spent on carbon efficient interventions.

Our people remain central to what we do and we were

delighted to be recognised for the 6th year running as a

leading employer by the Social Mobility Foundation. In

addition this year we achieved accreditation as a Living

Wage Employer.

We are keen to continue to push ourselves to achieve and

lead in sustainability which can be seen in our new social

value target and Logistics Sustainability Targets.

We will continue to monitor the culture of British Land

through our workforce engagement methods including

those outlined in this Report. Diversity will continue to be

a point of focus for the Committee, and we will oversee

the processes in place to facilitate a diverse pipeline of

talent for the future whilst monitoring progress against

the Diversity, Equality & Inclusion Strategy, and gender

and ethnicity pay gaps.

We will also closely monitor our health and safety

processes and incidents to ensure lessons learned

areacted upon and that high standards continue to

bedemanded.

Committee effectiveness

Committee effectiveness was considered as part of

theexternally facilitated Board effectiveness review as

detailed on page 93.

The Board reviewed the Terms of Reference of the

Committee during the year and considered that

theyremained appropriate. They are available at

britishland.com/committees.

Alastair Hughes

Chair of the ESG Committee

Committee composition

The Committee is composed solely of independent

Non-Executive Directors. Attendance at Committee

meetings during the year is set out in the following table:

Director Position

Date of

Committee

appointment Attendance

Alastair Hughes* Chair 1 Apr 2019 2/3

Lynn Gladden Member 1 Apr 2019 3/3

Mark Aedy Member 17 Nov 2021 3/3

Amanda Mackenzie Member 1 Sep 2023 2/2

* Alastair Hughes was unable to attend the March 2024 Committee meeting

due to illness. The meeting was chaired by Mark Aedy in Alastair’s absence.

Senior managers, including the Chief Executive Officer,

Chief Financial Officer, HR Director, General Counsel and

Company Secretary, Chief Operating Officer and Head of

Secretariat are invited to each Committee meeting. Other

members of our leadership team such as the Head of

Developments, Head of Environmental Sustainability,

Head of Social Sustainability and Head of Employee

Relations are invited to attend the sections of the

meetings that are relevant to their work.

105

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Committee responsibilities

The Committee organises its business under three pillars:

Environment, Social and Governance. As a Committee, we

make sure that our key stakeholders are at the core of

every discussion and decision made in order to create

Places People Prefer. Our responsibilities are listed below.

Environment

– Understand the impact of our operations on the

environment

– Monitor progress against our 2030 Sustainability

Strategy

Social

– Oversee the delivery of the Social Impact Fund and

thework of the Social Impact Committee

– Assess and monitor company culture to ensure it is

aligned with strategy

– Engage with the workforce on behalf of the Board

– Review the effectiveness of workforce engagement

methods

– Monitor progress against our Diversity, Equality

&Inclusion Strategy

– Encourage the development of our social impact activities

Governance

– Oversee the work of the Health & Safety Committee

and Sustainability Committee, which in turn is

responsible for the Social Impact Committee and

Transition Vehicle

– Oversee and monitor our Health & Safety systems

– Monitor our processes and mechanisms for building

relationships with customers, suppliers & others

Environment

Leading by example

British Land continues to be recognised as an industry

leader for our sustainability efforts. Notable accolades

and achievements during the year include:

– maintained a 5 star GRESB rating for Developments

and designated a Global Sector Leader for the second

year running after becoming the first amongst our

peers to achieve an industry-leading score of 99/100

– regained a 5 star GRESB rating for Standing

Investments with a score 14 points ahead of the overall

average and named a Regional Sector Leader in the

listed category

– improved our CDP rating from B to A-

2030 Sustainability Strategy progress

–GreenerSpaces

We have continued to make excellent progress against

our 10-year strategy. We achieved a further reduction in

the average embodied carbon intensity of our current

office developments to 625kg CO2e per sqm during the

year, and became one of the first of our peers to set a

target for our logistics developments under our 2030

Sustainability Strategy. Performance against our 2030

targets for operational carbon and operational energy

remains on track following further carbon efficient

interventions during the year. As a result of our

interventions, 58% of our portfolio has now achieved an

Aor B rating EPC by ERV, an improvement of 13% during

the year and ahead of our FY24 stretch target of 55%.

Transition Vehicle

The Transition Vehicle has now committed a total of £13m

across our portfolio, which comprises £3m on carbon

offsetting and £10m on carbon efficient interventions and

Renewable Gas Guarantees of Origin. A key Committee

decision during the year was the increase in our internal

Carbon Levy price. We were proud to be amongst the

first in our peer group to introduce a Carbon Levy in

2020 of £60 per tonne in line with guidance at the time.

We have now increased the Carbon Levy to £90 per

tonne to better reflect the true cost of carbon and

furtherincentivise teams to reduce embodied carbon.

Social

Social value target

Following the adoption of social value reporting by the

Company for the first time in the 2023 Annual Report, a

key highlight during the year was the introduction of a

headline social and economic value target of £200m by

2030. Our overall target consists of £100m of direct

social value, enabled by our £25m Social Impact Fund,

and £100m of direct economic value which is created

through spend with SMEs across the UK. We are also

targeting a further £100m of indirect social and economic

value by 2030 which will be achieved through our

development activity, for example s.106 outcomes

andprovisions.

This year we have generated £29.8m direct social and

economic value comprising of £9.4m direct social value

and £20.4m direct economic value.

As social value is rapidly evolving, reporting requirements

are not always clear. As part of setting our 2030 social

value target we have committed to achieving clarity on

social value boundaries and greater transparency on how

this value is generated. To support this, when announcing

the target we published our methodology for calculating

the various components of social value to ensure that our

reporting in this area is clear, meaningful and accessible.

2030 Sustainability Strategy progress

–ThrivingPlaces

The Thriving Places pillar of our 2030 Sustainability

Strategy focuses on creating a long-lasting positive

socialimpact by collaboratively addressing local priorities

through a Place Based approach.

We made good progress against our 2030 social impact

targets this year reaching 8,100 education and

employment beneficiaries and providing £1m of

affordable space. 10% of British Land employees were

expert volunteers this year and we are on track to

achieve12% by 2030.

We are immensely proud that British Land has become

aLiving Wage accredited employer during the year.

Social Impact Fund

We oversee the Social Impact Fund which supports

delivery against our targets by providing funding to

charities, social enterprises and community organisations

predominantly operating in and around our places. The

Fund delivers against targets for our three main areas

offocus: education, employment and affordable space.

Atotal of £1.3m cash was spent in the year ended

31 March 2024 of which £1m was directed by our Social

Impact Committee. We have a commitment of £25m,

comprising £15m of cash contributions and at least

£10mof affordable space, by 2030.

106

The Committee was delighted to see the fusion of our

social impact was alongside our approach to planning

atCamden with the creation of the Creative Producer

co-design programme. This serves a dual purpose:

engaging with and understanding the local community

and providing meaningful upskilling and employment

opportunities, connecting people to our places.

Governance

Health & Safety

The Committee is regularly updated on management’s

approach to health and safety and is kept informed of the

rigour and detail of the systems in place to ensure our

buildings and practices are safe. We maintained our ISO

45001 accreditation for compliance with the ISO’s

Occupational Health and Safety Standard with our

certification renewed to February 2027. During the year

we continued our involvement in the Construction

Productivity Taskforce and engagement with the British

Property Federation of which British Land is a member,

and also became a member of BuildUK. The Committee

was also briefed on preparations ahead of the potential

introduction of Martyn’s Law, relating to the preparedness

of certain premises against terrorist attacks, including

Action Counters Terrorism refresher training being

delivered to all operations teams.

Suppliers & Partners

During the year we received reports that showed how we

are mitigating the inflationary pressures experienced by

the construction industry, driven by commodity volatility,

material supply constraints, supply chain uncertainty and

the conflict in Ukraine. The impact of these external

factors on our decision making, procurement routes and

contractor selection were discussed. We were reassured

by the diligent approach taken by management in

response to the challenges of the macro environment.

The Committee receives annual updates from the Head of

Procurement to allow Directors to have regard to

engagement with suppliers and partners. We encourage

open and collaborative relationships with our supplier

partners and seek to promote an inclusive supply chain.

Our values are embedded into our procurement

processes through our rigorous tendering and

onboarding processes and all of our suppliers have signed

up to our Supplier Code of Conduct which seeks to

promote safe and fair working conditions. During the

yearwe achieved Living Wage Employer accreditation

byclosely working with our supply chain.

REPORT OF THE ENVIRONMENTAL SOCIAL GOVERNANCE COMMITTEE

CONTINUED

Diversity, Equality & Inclusion Strategy

The Committee is responsible for overseeing progress under our 2030 Diversity, Equality & Inclusion Strategy which

sets out a number of quantifiable targets across five pillars:

People & Culture

Recruitment &

CareerProgression Supply Chain Leadership Places & Communities

– Reduce our gender

and ethnicity

paygaps

– Undertake an Equal

Pay Audit every

twoyears

– Provide regular

equality training for

our people and our

leadership team

– Ensure a bias

free recruitment

process through

anonymised hiring

practices

– Focus on internal

mobility

– Create

opportunities for

young people

from diverse

backgrounds

– Ensure an inclusive

recruitment process

by adopting a DE&I

Charter

– Build a responsible

supply chain

– Embed our values

into supplier

contracts via

DE&Iterms

– Ensure a diverse

leadership team

through diversity

targets for our

Board, senior

management and

leadership teams

– Encourage leaders

to participate in

reverse mentoring

programme with

ethnic minority

colleagues

– Support diverse

communities in and

around our places

– Achieve 10%

participation in our

employee Expert

Volunteering

Programme

An update on key points of progress during the year under our DE&I Strategy can be found within the People section

of the Strategic Report on page 73.

107

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Workforce Engagement Statement

The Committee is responsible for workforce engagement

under Provision 5 of the Code. We believe that having a

committee responsible for engagement with the

workforce provides greater resource at Board level

dedicated to engagement rather than designating a

single Non-Executive Director or workforce panel. We use

a range of engagement methods which are reviewed

Employee engagement survey

We undertake regular surveys to

assess employee engagement levels

and identify any areas of concern.

Data is thoroughly interrogated to

understand trends over time and

monitor the impact of any initiatives

introduced in response to survey

feedback.

Review of effectiveness

Employee engagement is strong, with

a record participation rate of 90%,

and engagement score of 78% which

was 7% higher than the national

benchmark, in our November 2023

survey. Following the success of the

joint session with the Remuneration

Committee to analyse the November

2022 survey results through a

diversity lens, it was agreed that this

would be repeated for all future

employee engagement surveys.

Activity during the year

In response to feedback in our

November 2022 survey, the following

action was taken during the year:

– Refurbished our head office to

refresh and increase collaborative

space

– Set a corporate objective to

improve IT systems and began a

widescale programme of upgrades

Company conference

Our company conferences are held

every 18 months and are a rare

opportunity to bring all our

employees, including those at

regional sites, into one venue. A

theme is chosen for each conference

to reflect the culture, values and

strategic priorities of the business.

Sessions often involve talks, panel

discussions and Q&As with senior

leadership, business, community

partners and staff participating.

This year’s conference was themed

on Partnerships and Collaboration,

which is a key component of the

British Land operating model.

Representatives of our key

Rewarding the workforce

Our Company-wide Share Incentive

Plan and Save As You Earn Scheme

continue to operate for the benefit

ofour employees. There is also a link

– Relaunched our Learning &

Development programme to deliver

mandatory management training

– Introduced additional support and

new healthcare benefits to promote

disability inclusion and established

a working group to centralise

adjustment policies and processes

Impact & outcomes

As a result of these actions, responses

to our 2023 survey showed:

– Significant increase in score on

Enjoyment of Physical Workspace

vs FY23 (+22%)

– Increase in score on Systems and

Processes vs FY23 (+7%)

– Increase in score on Learning and

Development vs FY23 (+6%) with

colleagues who did not attend

university answering 8% higher

than the Company average when

asked if people from all

backgrounds have equitable

opportunities to advance their

career at British Land

– Significant increase in positive

scores given by respondents who

identified as having a disability for

Reward (+20%), Workload Balance

(+10%) and Career Opportunities

(+10%)

collaborators attended the

conference including JV partners,

suppliers and social impact partners.

Review of effectiveness

Employee feedback was sought

following last year’s company

conference as it was the first to be

held post-pandemic. Staff were asked

for their view on how frequently

these should be held. We were

delighted to hear that the majority

ofemployees find conferences useful

and engaging and supported these

being held once every 18 months.

Feedback on the right length of the

conference and the topics discussed

was taken into account when

planning this year’s conference.

between the formulaic calculation of

outcomes of the financial targets for

Executive Director bonuses and the

bonus outcomes for all staff.

Employee

Engagement Survey

90%

participation in

November 2023

Measuring impact

+22%

increase in score

on Enjoyment of

PhysicalWorkspace

vs FY23

regularly and refreshed as necessary to maximise

engagement and ensure it is aligned with our

culture,values and strategy.

Some of our key engagement mechanisms are described

below, including impact and outcomes and any changes

during the year following the Committee’s review of their

effectiveness. Further information on our workforce

engagement can be found on page 73.

108

Internal communications

Open and honest two-way

communication between leadership

and the business is key to fostering

aculture of openness aligned with

our values:

– Our Internal Communications team

sends a fortnightly companywide

email summarising key business

activities and organisational

changes

Director engagement

We have a number of established

methods that provide an opportunity

for engagement between the

workforce and the Board. This year,

the Committee conducted a review

ofthese mechanisms with the aim of

strengthening Board engagement

and as a result, approved the

introduction of two new methods

aswell as the refreshment of an

existing method.

NED Breakfasts (refreshed)

Our ‘NED Breakfast’ programme

provides an opportunity for

employees to share an informal

breakfast with our Non-Executive

Directors. These sessions have run

onan ‘invitation only’ basis, with

selected participants often being more

senior. Following the Committee’s

review, this year the programme will

be re-launched so that all employees

can register their interest in attending,

to allow more junior colleagues, or

those who would not otherwise

interact with Non-Executive Directors

as part of their role, greater access to

our senior leadership.

Employee networks

Network chairs regularly present

at Executive and ESG Committee

meetings to:

– Highlight social issues affecting

ourpeople and provide a forum for

discussion

– Offer an additional channel of

communication between leadership

and the workforce and gain further

insight into feedback trends

– Make requests for adjustments

relating to our people

– Assist the ESG Committee with

monitoring the impact of any

agreed actions or initiatives to

address workforce concerns

Our Networks are instrumental to many

of the employee initiatives overseen

by the ESG Committee, often working

closely with Committee members,

senior leadership and Human Resources

to provide valuable input and challenge

as well as fostering connections at all

– We have a biweekly Network News

feature detailing upcoming events

and our popular staff blogs

covering a range of topics

– Monthly staff meetings in a hybrid

format are led by members of the

Executive Committee and feature

news and updates from all areas

ofthe business including our

regional offices

‘In Conversation With’ & Mentoring

This year, our women’s network,

EquitaBLe, arranged ‘In Conversation

with Lynn Gladden and Tim Score’

where employees heard Lynn speak

about her career, followed by a panel

discussion with Tim about gender

equity. Our mentoring scheme to pair

highly performing senior employees

with Non-Executive Directors

continued for its fourth year.

NED Q&A (new)

Following the positive response to our

‘In Conversation With’ sessions

featuring our Non-Executive Directors,

this year we plan to host our first ‘NED

Q&A’ session during one of our all-staff

meetings. A panel of Non-Executive

Directors will answer questions

submitted by staff, and the session will

be recorded and posted on our intranet

to engage employees across our assets.

ESG Committee lunches (new)

This year, we will introduce a new lunch

session between ESG Committee

members and presenters before each

Committee meeting to allow them time

to interact in a social setting ahead of

the meeting.

levels of the business. Examples of the

work of some of our Networks during

the year include:

– REACH Network chair Dale Hoskins

and Executive Committee member

Kelly Cleveland co-authored a blog

post about their experiences

participating in our pilot reverse

mentoring program to increase

visibility of the scheme and its value

– Our NextGen Network ran a series

of Fireside Chats with Executive

Committee members on their

‘Career Setbacks’ which were open

to all employees

– The EnaBLe Network ran a series of

blog posts on ADHD in which

employees from around the

business shared their experiences

to promote understanding of

neurodiverse conditions

Detailed case studies on the work of

two of our Networks including impact

and outcomes can be found overleaf.

REPORT OF THE ENVIRONMENTAL SOCIAL GOVERNANCE COMMITTEE

CONTINUED

109

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Case Study: Parents & Carers

In October 2023, the Parents and Carers Network

conducted a survey to which over 10% of the workforce

responded, to help the network develop their strategy

and programme of events for 2024. Parents, carers and

their line managers were given the opportunity to say

what is working well, what could be improved and where

more support could be provided. They were also

encouraged to share any initiatives or ideas that could

beexplored by the network and/or the business.

The results of this survey were presented to the

Committee at their meeting in March 2024 and an action

plan was agreed to address areas for improvement:

Topic/Area Action agreed

Policies – almost half of

respondents found policies

difficult to locate, and

many felt interpretation of

policies could be manager

specific and therefore

inconsistent

The network will work

with HR and the Group

Technology team to:

– Ensure current

policies are more

easily accessible and

communicated clearly

– Review current policies

to provide greater

clarity and add sections

for specific caring

circumstances such as

blended families, end of

life care and ‘exceptional

circumstances’

Manager Training – a

number of managers

surveyed wanted more

training, guidance and

tools to support those in

their team balance their

working and parental or

caring responsibilities

The network and HR will

collaborate to:

– Adapt manager training

to incorporate specific

guidance for managers

of parents and carers

including practical

examples of common

challenges faced

– As part of this, provide

an overview of policies

and their implementation

to ensure policies are

applied consistently

across teams

Network Strategy &

Programme – those

surveyed were asked to

share ideas of topics and

events for the network

to include in their 2024

programme

Our 2024 strategy and

events plan will include a

focus on topics identified,

including:

– More support and raising

awareness of blended

families including

stepparents and

singleparents

– Events and support

tailored for parents of

children with special

educational needs

anddisabilities

We look forward to providing an update on our progress

over the next year, and will continue to work closely with

management and leadership, supported by the

Committee, to ensure that arrangements for parents and

carers are optimal for both the business and our people.

Case Study: EquitaBLe

Last year we reported how the work of the EquitaBLe

Network had reduced gendered differences in responses

to our employee engagement survey results from January

2022 to November 2022. The Network has continued to

build on this work, and we were pleased to see in our

November 2023 employee engagement survey that the

gap in perception between genders had narrowed even

further, with only one survey question having a

statistically significant difference in the scores given

bymen and women.

However, while the gap had closed for certain metrics

asa result of improved scores from women, for two

metrics the reduction was as a result of a decline in

scoresfrom men.

British Land invests time and

energy into building diverse teams

2022 2023

89%

74%

84%

82%

British Land currently has the

right emphasis on flexibility

for its employees

2022 2023

78%

69%

79%

74%

Diversity is a stated value or

priority for British Land

2022 2023

95%

88%

93%

91%

British Land is in a position to

really succeed over the next

three years

2022 2023

85%

78%

84%

79%

—— Male —— Female

Although it is gratifying to see that scores from women

around flexible working have improved even further

following the work of the network to address this, a key

area of focus for the coming year will be to understand

why, for certain other areas, scores from men have

worsened since 2022, particularly around attitudes

towards diversity. It is crucial that a focus on a particular

social group or demographic does not detract from the

experiences of others and contributes to fostering an

inclusive environment.

110

REPORT OF THE NOMINATION COMMITTEE

ENSURING A

BALANCED AND

DIVERSE BOARD

Tim Score

Non-Executive Chair

Committee composition andgovernance

The Committee has five members. As at the

31 March 2024 year end, the Committee comprised:

Tim Score, Preben Prebensen, Alastair Hughes,

Laura Wade-Gery and Irvinder Goodhew.

Details of the Committee’s membership and attendance

at meetings during the year are set out in the table below.

Director Position

Date of

Committee

appointment Attendance

Tim Score* Chair 1 Apr 2017 2/2

Alastair Hughes Member 29 July 2020 6/6

Irvinder Goodhew Member 18 Nov 2020 6/6

Laura Wade-Gery Member 18 Nov 2020 6/6

Preben Prebensen Member 19 July 2019 6/6

* Tim Score was not invited to attend Committee meetings that related to

Chairsuccession.

I am pleased to present thereport of the

Nomination Committee forthe year ended

31 March 2024.

As detailed within the opening of this Governance Report

on page 92, during the year under review, the Board

approved the appointment of William Rucker as Chair

Designate as well as the appointment of Amanda

Mackenzie, Mary Ricks and Amanda James as independent

Non-Executive Directors, following the recommendation of

the Nomination Committee.

Preben Prebensen, as Senior Independent Director, led

theChair succession programme and provides a full

description of the process that was undertaken on page 113

of this Report.

The rationale for the appointment of the three

independent Non-Executive Directors referenced above is

included on page 92 and within the Notice of Meeting for

the 2024 AGM. An overview of the selection and

appointment process that was followed in each case is

provided on the following page.

As well as the appointments described above, the

Committee has reviewed and amended the Board Diversity

& Inclusion Policy and considered future succession

arrangements for the Board and Executive Committee as

part of broader Board discussions. Further details are

provided throughout this Report. I do hope you will find it

useful in understanding the work of this Committee during

the year.

Tim Score

Chair of the Nomination Committee

The Nomination Committee

supports the Board on composition,

succession and diversity matters.

Tim Score

Non-Executive Chair

111

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Responsibilities

Director search, selection and

appointmentprocess

The Committee oversees the search, selection and

appointment process for Board appointments. The process

is conducted in accordance with the Board Diversity &

Inclusion Policy andthe Selection and Appointment

Process, which are both explained later in this Report.

Russell Reynolds Associates, the executive search firm

appointed, has no other relationship to the Company or

individual Directors. The firm has adopted the Voluntary

Code of Conduct forExecutive Search Firms on gender

diversity and bestpractice.

Induction, Board training and development

Each new Director is invited to meet the HR Director,

General Counsel and Company Secretary and Head of

Secretariat to discuss their induction needs in detail,

following which the programme is tailored specifically to

their requirements and adapted to reflect their existing

knowledge and experience.

Each induction programme would ordinarily include:

1. meetings with the Chair, Executive Directors, Committee

Chairs, external auditor and remuneration consultants

(as appropriate);

2. information on the corporate strategy, the investment

strategy, the financial position and tax matters

(including details of the Company’s REIT status);

3. an overview of the property portfolio provided

bymembers of the senior management team;

4. visits to key assets;

5. details of Board and Committee procedures

andDirectors’ responsibilities;

6. details of the investor relations programme; and

7. information on the Company’s approach

tosustainability.

The Committee also has responsibility for the Board’s

training and professional development needs. Directors

receive training and presentations during the course of

theyear to keep their knowledge current and enhance

their experience.

Board and Committee composition reviews

andappointments

During the year, the Committee reviewed the broader

composition and balance of the Board and its Committees,

their alignment with the Company’s strategic objectives

and the need for progressive refreshing of the Board.

The Committee is satisfied that, following the externally

facilitated Board effectiveness evaluation, the Board and

its Committees continue to maintain an appropriate

balance of skills and experience required to fulfil their

roleseffectively.

Details of external appointments taken on by

Directorsduring the year can be found on page 115.

Theseappointments are expected to enhance the Non-

Executive Directors’ expertise and allow them to bring

greater insight to their role at British Land. All significant

external appointments are subject to British Land approval

prior tobeing accepted.

Independence and reappointment

The independence of all Non-Executive Directors is

reviewed by the Committee annually, with reference to

their independence of character and judgement and

whether any circumstances or relationships exist which

could affect their judgement. The Board is of the view that

the Non-Executive Directors each remain independent.

The Committee also considers the time commitment

required and whether each reappointment would be in

thebest interests of the Company. Consideration is given

to each Director’s contribution to the Board and its

Committees, together with the overall balance of

knowledge, skills, experience and diversity.

The Committee concluded that each Non-Executive

Director continues to demonstrate commitment to his or

her role as a member of the Board and its Committees,

discharges his or her duties effectively and that each

makes a valuable contribution to the leadership of the

Company for the benefit of all stakeholders.

In consideration of the reappointment of Lynn Gladden,

the Committee made a recommendation to the Board that

notwithstanding her tenure of over nine years, she remains

independent in accordance with the other circumstances

listed within Provision 10 of the Code. Lynn’s significant

expertise within the field of science and technology is

unique to the Board’s skill set and provides crucial insight

into this relatively new area of the Company’s strategy. The

reappointment will be on a rolling year basis, whereby the

Committee and Board will be able to consider regularly

whether Lynn remains independent.

With the exception of Laura Wade-Gery and Tim Score

who will step down from the Board after nine and 10 years,

respectively, the Committee recommended to the Board

that all serving Directors be put forward for appointment

and reappointment at the 2024 AGM.

BIOGRAPHIES FOR EACH

DIRECTOR CAN BE FOUND

ON PAGES 98 TO 101

Selection and Appointment Process

overview:

Role brief

The Committee works only with external search

agencies which have adopted the Voluntary Code

ofConduct for Executive Search Firms on gender

diversity and best practice. The Committee and

agencywork together to develop a comprehensive

rolebrief and person specification, aligned to the

Group’s values and culture. This brief contains clear

criteria against which prospective candidates can

beobjectively assessed.

Longlist review

The external search agency is challenged to use the

objective criteria for the role to produce a longlist of

high quality candidates from a broad range of potential

sources of talent. This process supports creation of a

diverse long list. The Nomination Committee selects

candidates from this list to be invited for interview.

Interview

A formal, multi-stage interview process is used to

assess the candidates. For each appointment the

choice of interviewer is customised to the specific

requirements of the role. All interview candidates are

subject to a rigorous referencing process.

Review and recommendation

The Committee ensures that, prior to making any

recommendation to the Board, any potential conflicts

and the significant time commitments of prospective

Directors have been satisfactorily reviewed.

112

10.0

Tim Score

9.0

Lynn Gladden

8.9

Laura Wade-Gery

6.6

Preben Prebensen

6.2

Alastair Hughes

3.5

Irvinder Goodhew

3.1

Loraine Woodhouse

2.6

Mark Aedy

0.6

Amanda Mackenzie

0.4

Mary Ricks

Non-Executive tenure as at 31 March 2024 (years)

20242023

23.0

People/talent/culture

20.0

Listed PLC experience

20.0

Remuneration

19.0

Accounting/finance/risk

19.0

Public & private capital markets

19.0

Retail/customer orientation

18.0

M&A/transactions

17.0

Real estate

16.5

Strategy & data usage

16.0

Digital and technology

15.0

Policy/government relations

13.5

CEO experience

14.0

Sustainability & ESG

13.0

28.0

26.0

24.0

23.0

21.0

19.5

19.0

18.5

19.0

18.0

Marketing

Skills matrix

Demonstrating our skills

Our skills matrix has been updated during the year to show the additional skills brought to the Board with the

appointment of Amanda Mackenzie and Mary Ricks. Specifically, their appointments have increased the level of

skilland experience in the areas of real estate, marketing and policy/government relations.

All Directors appear in more than one category. Directors were marked on a grading scale from one to three for

eachskill or experience. The maximum score is30.

REPORT OF THE NOMINATION COMMITTEE CONTINUED

Succession planning

The Committee is responsible for reviewing the

succession plans for the Board, including the Chief

Executive. We recognise that successful succession

planning includes nurturing our own talent pool and

giving opportunities to those who are capable of

growinginto more senior roles.

The Committee considered the diversity of the Board

when recommending appointments over the course of

the year under review. Good progress has been made in

the year to achieve a 50/50 gender balance of the Board.

The Committee and Board remain committed to

appointing a woman into one of the four main Board roles

in the medium term.

The Board completes a skills matrix periodically to

determine which skills and expertise are held by the

Board and where we can strengthen our skill set for

current and future strategic needs. Science and

technology will be an important area to consider for

future appointments, noting Lynn Gladden’s tenure.

Progress has been made in the year to bolster the skill

setof the Board in the areas of real estate, marketing

andretail.

The Chief Executive prepares succession plans for senior

management for consideration by the Committee with

the rest of the Board invited to be involved as

appropriate. The Committee notes that the remit of the

ESG Committee includes consideration of the extent to

which the business is developing a diverse pipeline for

succession to senior management roles.

Succession planning for the Chief Executive, Executive

Committee members and their direct reports was

considered by the full Board during the year.

The Committee are mindful of developing a diverse

pipeline for succession and initiatives are in place to

attempt to expand this. For more information on these

initiatives see page 126.

113

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Report from Preben Prebensen,

Senior Independent Director

Appointment of ChairDesignate

As detailed in last year’s report, this year the Committee,

chaired by me as the Senior Independent Director, led

theprocess to search for and appoint a Chair Designate,

to become Chair of the Board at the conclusion of the

2024 AGM.

A rigorous process was followed to ensure the strongest

candidate was selected and we were pleased to announce

earlier this year that William Rucker will succeed Tim

Score following the conclusion of the AGM. The Board

selected Spencer Stuart as the search firm to support the

Chair succession process.

Spencer Stuart, a leadership advisory firm, has no other

relationship to the Company or individual Directors. The

firm has adopted the Voluntary Code of Conduct for

Executive Search Firms, designed to support board gender

balance and diversity more broadly. It has also received

accreditation under the Enhanced Code of Conduct for

itssupport for gender equality on FTSE 350 boards. The

Chair succession process follows the same selection and

appointment process as previously described.

Role brief

As Senior Independent Director, I worked with the HR

Director, General Counsel and Company Secretary to

determine the key search criteria. Using a skills matrix

similar to that found on the previous page, we considered

the existing strengths of the Board and long term

strategic priorities of the business. Spencer Stuart also

met with each Board member individually to seek their

input which was used to refine the key search criteria

which were:

– a commercial business leader with relevant investment

and stakeholder experience with a record of success in

generating shareholder value;

– real estate intensive, infrastructure or long investment

cycle business exposure and experience in capital

markets would be additive;

– a strategic outlook with an understanding of the

implications of micro and macro trends, evolving

business and consumer expectations and balance

sheetconsiderations;

– strong communication skills to coach and influence

constructively; and

– style, ability and relationship skills to bring out the

greatest value of the Board.

Long list review

Spencer Stuart reviewed the key search criteria and

conducted initial interviews and basic checks to produce

a long list of candidates. This included a diverse range of

candidates from various backgrounds and industries.

The long list was condensed to a short list of 10

candidates once further capability-based assessments

and interviews were carried out in line with the key

searchcriteria.

Gender balance of candidates:

Considered

Male 58%

Female 42%

Longlist

Male 65%

Female 35%

Shortlist

Male 70%

Female 30%

Interviewed

Male 83%

Female 17%

The Committee observed that at a generalist level, the

pool of candidates that are suitable to chair a listed plc, is

nearing a 50/50 gender balance. However, when that list

is distilled down to a smaller group whose experiences

and backgrounds are suited towards the real estate

industry and British Land, female candidates are still

underrepresented.

Interview

The Committee discussed each candidate at length

before condensing this list of 10 candidates to six. The

Committee members and HR Director, General Counsel

&Company Secretary individually held meetings with the

remaining candidates and refined the short list to the final

two candidates. Whilst not being part of the formal

Committee approval process, the Chief Executive also

held informal meetings with the candidates so he could

feedback to the SID on their chemistry and interpersonal

dynamics. The candidate reports and individual style of

the candidates were also taken into account.

Review and recommendation

The Committee reconvened to consider and discuss

feedback received. Following confirmation of

independence and capacity to take on the role, the

Committee made a decision and recommended William’s

appointment to the Board.

Preben Prebensen

Senior Independent Director

114

Board gender balance

Male

Female

50%

31 March 2024

Male

Female

64%

36%

31 March 2022

Male

Female

60%

40%

31 March 2023

REPORT OF THE NOMINATION COMMITTEE CONTINUED

Board Diversity & Inclusion Policy

The Board’s Diversity & Inclusion Policy was amended

during the year to reflect the recommendation from the

2023 Parker Review for all FTSE 350 companies to set

out a target for the ethnic diversity of their senior

management. The policy also reflects the diversity

requirements of the FCA Listing Rules. The policy

appliesto the Board and its Committees.

The policy recognises the benefits of diversity in its

broadest sense and sets out the Board’s ambitions and

objectives regarding diversity at Board and senior

management level. We believe that in order to achieve

Places People Prefer we need a diverse Board to reflect

the diverse places we develop and manage. The policy

notes that appointments will continue to be made on

merit against a set of objective criteria, which are

developed in consideration of the skills, experience,

independence and knowledge which the Board as a

whole requires to be effective. The policy also describes

the Board’s firm belief that in order to be effective a

board must properly reflect the environment in which it

operates and that diversity in the boardroom has a

positive effect on the quality of decision making.

The objectives from the policy in force for the year ended

31 March 2024 included:

– the intention to maintain a balance such that at least

40% of the Board are women;

– the intention to maintain at least two Directors from

aminoritised ethnic background;

– the intention for at least one of the Chair, Chief

Executive Officer, Chief Financial Officer or Senior

Independent Director to be a woman;

– to achieve a gender split such that at least 40% of

senior management are women and an ethnic diversity

split such that 15% of senior management are from a

minoritised ethnic background. Senior management is

defined as the Executive Committee and their direct

reports; and

– to ensure that there is clear Board-level accountability

for diversity and inclusion for the wider workforce.

During the year we included a target of 17.5% for

minoritised ethnic representation across the Company by

2025. In 2024, the Board approved setting the new target

for 15% of our senior management team (being the

Executive Committee and their direct reports) to be from

a minoritised ethnic background. The Board recognised

the diversity challenges that are acute to the real estate

industry and supported the target of 15%, which in

itselfrepresented an aspirational diversity mix from

current levels.

As at 31 March 2024, which is our chosen reference date

in accordance with the Listing Rules, the Board had met

amajority of its targets on gender and ethnic diversity

balance. One of the four senior Board roles outlined

above was not occupied by a woman at the year end,

butcontinues to be an aspiration.

As at 31 March 2024, the gender diversity for senior

management, as previously defined, was 36% women,

upfrom 32% in 2023. The Board and management are

acutely aware of the need for more senior women and

this year we have continued our targeted development

programmes for mid-level women to help them achieve

their full potential and develop our pipeline.

As at 31 March 2024, 10% of our senior management team

were from a minoritised ethnic background.

Clear accountability for diversity and inclusion is

delivered through the ESG Committee, which monitors

progress on diversity and inclusion objectives and

relevant initiatives within British Land. Our Board

Diversity & Inclusion Policy and Company Diversity,

Equality & Inclusion Strategy together enable us to bring

in people of wide-ranging talent and experience, diversity

of thought and bolstering decision making allowing us to

continue to create Places People Prefer.

THE POLICY CAN BE

FOUND ON OUR WEBSITE

BRITISHLAND.COM/COMMITTEES

Board gender balance

115

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Board gender balance

Number of

Board members

% of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

% of

executive

management

Men 6 50 4 6 67

Women 6 50 - 3 33

Other - - - - -

Prefer not to say - - - - -

Number of

Board members

% of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

% of

executive

management

White British or other White (including

minority-white groups)

10 83 3 8 89

Mixed/Multiple ethnic groups - - - - -

Asian/Asian British 2 17 1 1 11

Black/African/Caribbean/Black British - - - - -

Other ethnic group, including Arab - - - - -

Not specified/prefer not to say - - - - -

The table above sets out the ethnic background and

gender identity of the Board and Executive Committee as

at 31 March 2024, which is our chosen reference date in

accordance with the Listing Rules. The data was collected

by the Head of Secretariat via individual questionnaires

and also informs the achievement of our Board Diversity

and Inclusion Policy targets. Board and Executive

Committee members were asked to confirm, where

applicable, if there had been any change to their previous

response as at the reference date. The forms set out the

table as it is above and individuals were asked to

indicatewhich categories are applicable to them. There

have been no changes in Board composition since the

reference date.

Board and Committee effectiveness

An externally facilitated Board effectiveness evaluation

was conducted during the year. Further detail regarding

the outcomes of the evaluation can be found in the

Chair’s letter on page 93.

The Committee’s effectiveness during the year was

evaluated as part of the external Board evaluation which

concluded that the Committee operated effectively.

Board composition review

The Committee reviews annually the structure, size and

composition of the Board. This review considers the skills

and qualities required by the Board and its Committees

as a whole in light of the Group’s long term strategy,

external environment and the need to allow for

progressive refreshing of the Board. The review identifies

the specific skills required by new appointees and guides

the Committee’s long term approach to appointments

and succession planning.

The Committee also reviewed its terms of reference

during the year and no changes were recommended.

The terms are available on our website britishland.com/

committees.

External appointments

The Board has delegated authority to the Chair (or Senior

Independent Director for appointments concerning the

Chair) and any other member of the Nomination

Committee to consider and provide approval for

significant appointments in between scheduled Board

meetings. An updated register of situational conflicts of

interest is then tabled at the next scheduled Board

meeting for approval by the full Board. The register is

provided to the Board for review and approval at least

twice a year.

The Board deems significant appointments to include the

appointment to the Board of any listed company and/or

any appointment where the expected time commitment is

more than five days a year. During the year under review

only one external appointment was deemed significant

and that is Preben Prebensen’s appointment as Chairman

of Dale Underwriting Partners. The Board considered in

this instance that the appointment would not impact

Preben’s ability to dedicate sufficient time to his

commitments at British Land.

Key areas of focus for the coming year

During the year ahead the Committee will continue to

focus on the diversity of the Board and Executive

Committee. In particular, the Committee will focus on

planning to achieve the requirement for one of the Chair,

CEO, CFO or Senior Independent Director to be female.

As described on page 113, the limited gender diversity of

the candidates for the role of Chair with the experience

relevant for chairing a real estate business of the scale

and complexity of British Land limited the opportunity

tofulfil this ambition. Alongside the relatively recent

appointments of the Chief Financial Officer and Chief

Executive who are both male, this has meant this

targethas yet to be achieved.

The Committee will continue to monitor the skills and

experiences of Board members to ensure that the Board

is equipped to advance the Company’s strategy and

performance. From an Executive Committee perspective,

the Committee will continue to support the Board and

Chief Executive in ensuring appropriate succession

planning continues and that diversity forms a key

partofthat process.

116

REPORT OF THE AUDIT COMMITTEE

MONITORING

QUALITY AND

INTEGRITY

Loraine Woodhouse

Non-Executive Director

Committee composition andgovernance

The Committee continues to be composed solely of

independent Non-Executive Directors with sufficient

financial experience, commercial acumen and sector

knowledge to fulfil their responsibilities.

Members’ attendance at Committee meetings is set

outinthe following table:

Director Position

Date of

Committee

appointment Attendance

Loraine Woodhouse Chair 31 Mar 2021 3/3

Alastair Hughes* Member 1 Jan 2018 2/3

Preben Prebensen Member 1 Jan 2021 3/3

* Alastair Hughes was unable to attend the March 2024 Committee meeting

due to illness.

FY24 calendar

The calendar gives an overview of the key matters

considered by the Committee during the year.

The key shows the main areas that the Committee

focused on and how we have spent our time during

theyear.

Key

Investment and development property valuations

Corporate and financial reporting and fair, balanced

and understandable assessment

Risk management and internal controls

External audit and internal audit

May 23

Valuation reports, effectiveness

2023 draft Annual Report and Accounts and

preliminary announcement

Fair, balanced and understandable assessment

Going concern and viability assessments

Sustainability assurance report

Corporate Governance Code compliance

Assessment of principal and emerging risks,

keyriskindicators and risk appetite

Internal controls effectiveness

Anti-Money Laundering update

Internal audit update

External audit report

Auditor reappointment and subsidiary

auditorapproval

July 23

AGM

Resolutions for the Audit Committee to determine

theauditor’s remuneration and the reappointment of

theexternal auditor were approved by shareholders.

November 23

Valuer report and valuer effectiveness

2023 half year results and draft preliminary

announcement

Key financial reporting judgements

Going concern review

Corporate governance reforms update

Risk management update

Internal controls effectiveness

Technology transformation update

Technology risk update

External audit half year review

Internal audit update

External audit plan, fees and engagement letter

External audit tender

Internal audit update on work performed

March 24

Financial reporting judgements

Going concern and viability assessments

Corporate governance reforms update

Sustainability reporting update

Assessment of principal and emerging risks, key risk

indicators and risk appetite

Annual fraud and anti-bribery andcorruption update

Whistleblowing report

Data privacy compliance update

Annual tax update, including key tax events and tax

compliance

Effectiveness of Audit Committee, internal and

external auditors

Internal audit plan and update onwork performed

117

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

I am pleased to present the report of

theAudit Committee for the year ended

31 March 2024.

The Committee plays a key role in the governance of the

Group’s financial reporting, risk management, internal

controls and assurance processes and the external audit.

As well as our main areas of responsibility, throughout

theyear, the Committee paid particular attention to the

changes to the Corporate Governance Code published in

the year and the external audit tender, further details of

which are provided in the case studies in this Report.

I hope that readers will find the information set out on the

following pages useful in understanding the Committee’s

work over the last year.

For the purposes of the Code and FCA Handbook,

theBoard is satisfied that the Committee as a whole

hascompetence relevant to the real estate sector, and

Iam deemed to meet the specific requirement of having

recent and relevant accounting experience. Further

information about members’ qualifications can be found

in the Directors’ biographies on pages 98 to 101.

The Committee meets privately with both external

andinternal auditors after each scheduled meeting

andcontinues to be satisfied that neither is being unduly

influenced by management. As Committee Chair,

Iadditionally hold regular meetings with the Chief

Executive, Chief Financial Officer and other members

ofmanagement to obtain a good understanding of key

issues affecting the Group and amthereby able to

identify those matters which require meaningful

discussion at Committee meetings. I also meet the

external audit partner, internal audit partner

andrepresentatives from each of the valuers privately

todiscuss key issues as well as providing them the

opportunity to raise any concerns they may have.

Committee effectiveness

The Committee reviewed its effectiveness as part of

thewider external Board evaluation which concluded

thatthe Committee continued to operate effectively.

The Committee reviews its terms of reference on an

annual basis and this year that review included

consideration of the Financial Reporting Council

published minimum standard for audit committees,

concluding that no changes were required.

Thetermsareavailable on our website at

britishland.com/structure-committees.

Loraine Woodhouse

Chair of the Audit Committee

Responsibilities and keyareas of focus

Corporate and financial reporting

Monitoring the integrity of the Company’s and Group’s

financial statements and any formal announcements

relating to financial performance, and considering

significant financial reporting issues, judgements and

estimates. Considering the appropriateness of the

accounting treatment of significant transactions,

including asset acquisitions and disposals, and the

viability and going concern statements. Reviewing

thecontent of the Annual Report and preliminary

announcement ahead of publication, including

sustainability related disclosures and related assurance.

Monitoring and responding to key changes to Corporate

Governance regulations and best practice.

Fair, balanced and understandable assessment

Assessing whether the Annual Report is fair, balanced

and understandable.

External audit

Oversight and remuneration of the external auditor,

assessing their effectiveness and independence, and

making recommendations to the Board on the

appointment of, and policy for non-audit services

provided by, the external auditor.

Internal audit

Monitoring and reviewing the internal audit plan,

reportson the work of the internal auditor, and

reviewingits effectiveness, including its resourcing.

Risk management and internalcontrols

Reviewing the effectiveness of the system of internal

control and risk management. Reviewing the process for

identification and mitigation of principal and emerging

risks, assessment of risk appetite and key risk indicators,

and challenging management actions where appropriate.

Investment and development

propertyvaluations

Considering the valuation process, assumptions and

judgements made by the valuers and the resulting

outcomes. Monitoring the effectiveness of the Company’s

valuers and the proportion of the portfolio for which

eachvaluer has responsibility.

118

REPORT OF THE AUDIT COMMITTEE CONTINUED

Focus for the coming year:

– processes by which the Board

identifies, assesses, monitors,

manages and mitigates risk,

particularly in the context of the

wider macroeconomic

environment;

– monitor key risk areas, particularly

those scheduled for review by

internal audit including, but not

limited to, key financial, reporting,

operational and compliance

controls, health and safety

management, business continuity

planning, ESG reporting and GDPR

processes;

– continue to enhance our key ESG

reporting and technology controls;

– monitor the impact of the

implementation of the changes

associated with the review of

investment valuation standards

undertaken by RICS on the

valuation processes of the

Group;and

– following the external audit tender

conducted this year, ensuring the

successful transition to the new

external audit partner, including

enhancing the use of technology to

facilitate the external audit process.

Corporate and

financialreporting

The Committee continues to review

the content and tone of the

preliminary results, Annual Report

and Accounts and half year results

and make recommendations to the

Board regarding their accuracy and

appropriateness. Drafts of the Annual

Report and Accounts are reviewed by

the Committee as a whole prior to

formal consideration by the Board,

with sufficient time provided

forfeedback.

The Committee reviewed the key

messaging included in the Annual

Report and Accounts and half year

results, paying particular attention

tothose matters considered to be

important to the Group by virtue of

their size, complexity, level of

judgement required and potential

impact on the financial statements

and wider business model.

The Committee has satisfied itself

that the controls over the accuracy

and consistency of the information

presented in the Annual Report and

Accounts are robust. The Committee

reviewed the procedure undertaken

to enable the Board to provide the

fair, balanced and understandable

confirmation to shareholders.

Fair, balanced and

understandable (FB&U)

reporting

The Committee considers annually

whether, in its opinion, the Annual

Report and Accounts, taken as

a whole, is FB&U and whether it

provides the information necessary

for stakeholders to assess the

Company’s position, performance,

business model and strategy.

The following process is followed

by the Committee in making its

assessment:

Management review

Senior management including

members of the Investor Relations,

Financial Reporting, Analysis,

Verification and Company Secretariat

teams review and challenge the

content and layout of the Annual

Report and press release. A report

is produced summarising their

findings and subsequent changes.

External auditor

The external auditor reviews

content throughout the drafting

process, challenging management

on its accuracy, consistency and

appropriateness. Any significant

issues are reported to the Committee

and to the executives responsible.

Internal verification

Alongside the external auditor’s

review, a small internal group

reviews the Annual Report,

oversees a verification process

for all factual content and reports

its findings to the Committee.

Committee review

The Committee reviews the

outputs from stages 1-3 above

and, if appropriate, makes a

recommendation to the Board

that the report is FB&U.

Recommend to Board

The Board considers the

Committee’s recommendation

that the FB&U statement be made

and if thought fit, approves it.

The statement can be found in

the Directors’ Responsibilities

Statement on page 147.

The significant issues considered

by the Committee in relation to the

financial statements and broader

work it has undertaken during the

year ended 31 March 2024, and the

actions taken to address these issues,

are set out in the table overleaf.

119

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Significant issues considered and

how these issues were addressed

Outcome

Going concern and viability statement

The Committee reviewed management’s analysis

supporting the preparation of the financial statements

on a going concern basis. This included consideration

of forecast cash flows, availability of committed

debt facilities and expected covenant headroom.

The Committee also reviewed management’s assessment

of whether the Group’s long term viability appropriately

reflects the prospects of the Group and covers an

appropriate period of time. This included consideration

of whether the assessment adequately reflected the

Group’s risk appetite and principal risks as disclosed

on pages 47 to 58; whether the period covered by the

statement was reasonable given the strategy of the

Group and the environment in which it operates; and

whether the assumptions and sensitivities identified,

and stress tested, represented severe but plausible

scenarios in the context of solvency or liquidity.

The Committee received a report from the external

auditor on the results of the testing undertaken

on management’s analysis in both cases.

The Committee satisfied itself that the going

concern basis of preparation remained appropriate.

In doing so, the Committee requested that a

reverse stress test be undertaken, in addition to

the severe but plausible scenarios conducted. The

Committee agreed with management’s assessment

and recommended the viability statement to the

Board. The viability statement, which includes

our going concern statement and further details

on this assessment, is set out on page 59.

Revised Corporate Governance Code

The Committee continued to monitor the status

of Corporate Governance reforms throughout the

year, including the finalised amended Corporate

Governance Code and related guidance in January

2024. The Committee received assessments and

reports on management’s readiness for the changes.

Noting that the most material changes to the

Corporate Governance Code related to internal

controls, the Committee was satisfied that the

Governance arrangements of the Group were well

placed to ensuretimely compliance with the new

Corporate Governance Code.

Accounting for significant transactions

The accounting treatment of significant property

acquisitions, disposals, financing and leasing transactions

is a recurring risk for the Group with non-standard

accounting entries required, and in some cases

management judgement applied. The Committee

reviewed management papers on key financial reporting

matters, including those for significant transactions, as

well as the external auditor’s findings on these matters.

In particular, the Committee considered the accounting

treatment of the formation of a joint venture with Royal

London Asset Management in respect of 1 Triton Square.

The external auditor separately reviewed management’s

judgements in relation to these transactions and

determined that the approach was appropriate.

The Committee was satisfied that the accounting

treatment and related financial disclosure of

significant transactions was appropriate.

Valuation of property portfolio

The valuation of investment and development properties

conducted by external valuers is inherently subjective as

it is undertaken on the basis of assumptions made by the

valuers which may not prove to be accurate. The outcome

of the valuation is significant to the Group in terms of

investment decisions, results and remuneration. The

external valuers presented their reports to the Committee

prior to the half year and full year results, providing an

overview of the UK property market and summarising the

performance of the Group’s assets. Significant judgements

made in preparing these valuations were highlighted.

The Committee analysed the reports and reviewed

the valuation outcomes, challenging assumptions

made where appropriate. The Committee queried

the valuers on how the challenging macroeconomic

environment, including heightened interest

rates, had impacted valuations. The Committee

also challenged the valuers on the availability of

transactional evidence to support their valuations,

particularly within the London offices market. The

Committee was satisfied with the valuation process

and the effectiveness of the Company’s valuers.

The Committee approved the relevant valuation

disclosures to be included in the Annual Report.

120

REPORT OF THE AUDIT COMMITTEE CONTINUED

The Committee is responsible for

overseeing the relationship with the

external auditor and for considering

their terms of engagement,

remuneration, effectiveness,

independence and continued

objectivity. The Committee reviews

annually the audit requirements of

the Group, for the business and in the

context of the external environment,

placing great importance on

ensuring a high quality, effective

external audit process.

BDO LLP provides audit services to a

number of wholly-owned subsidiary

and joint venture companies.

Significant issues considered and how these

issues were addressed

Outcome

Taxation provisions

The Committee reviewed the appropriateness of

taxation provisions made and released by the Group

during the period. It considered papers prepared

by management and discussed the views of the

external auditor to obtain assurance that amounts

held were commensurate with the associated risks.

The Committee was satisfied that the taxation

provisions were appropriate. ‘Our Approach to

Tax’, which was reviewed by the Committee in the

year, is available at britishland.com/taxstrategy.

Risk appetite and principal risks

The Committee received reports from management which

included a review of key risk indicators in the context of

our risk appetite and updates on our operational risks.

They also received information on the process conducted

in the year to review the potential emerging risks of the

Group, including an emerging risk workshop held by our

internal auditors for management across the business.

The Committee challenged management’s assessment

of the principal and emerging risks, as well as the

appropriate optimal and tolerable ranges for relevant

key risk indicators for monitoring these risks, given wider

macroeconomic volatility. The Committee resolved that

management’s assessment of the principal and emerging

risks and risk appetite be recommended to the Board.

Assessment of internal controls

The Committee has continued to seek to enhance the

Group’s internal control environment, particularly in

evolving areas such as ESG reporting and technology.

Management provided biannual confirmation of

the effectiveness of internal controls. For further

information, see the ‘Managing risk in delivering

our strategy’ section on pages 43 to 46.

The Committee reviewed management’s biannual

confirmation of the effectiveness of internal controls.

This includes internal control testing of operating

effectiveness for the Group’s key controls, providing

an additional level of assurance. The Committee

reviewed identified control exceptions and challenged

management on remediation actions, where necessary.

They also reviewed the internal audit report into key

controls conducted in the year. Based on the evidence

gathered, the Committee assessed that the key internal

controls of the Group were effective as at the balance

sheet date, making such a recommendation to the Board.

TCFD and ESG reporting

The Committee reviewed management’s continuing

compliance with the TCFD requirements for this year’s

Annual Report and Accounts, as well as other ESG

reporting. It considered any changes proposed to

both the Strategic Report and financial statements.

It also considered the future changes in related

Sustainability reporting standards in the year.

The Committee continued to review and provide

comment on the revised TCFD disclosure and other ESG

reporting, along with discussing the level of assurance

provided over key sustainability related metrics,

ahead of the final recommendation of the Annual

Report and Accounts for approval by the Board. The

Committee satisfied itself that the Group’s resulting

TCFD and ESG reporting disclosure was appropriate.

External audit

In line with applicable legislation,

the Group was required to conduct

an external audit tender for the year

ending 31 March 2025 following 10

years of PricewaterhouseCooper's

(PwC) appointment, with a minimum

change requirement of at least

a rotated partner. To enable the

opportunity for shadowing through

the external audit for the year

ended March 2024, an appointment

was planned for January 2024.

Following the conclusion of the

competitive tender, the Committee

recommended to the Board that

a resolution to reappoint PwC as

external auditor of the Company be

put to shareholders at the 2024 AGM.

Fees and non-audit services

The Committee discussed the audit

fee for the 2024 Annual Report with

the external auditor and approved

the proposed fee on behalf of

theBoard.

In addition, the Group has adopted

a policy for the provision of non-

audit services by the external

auditor in accordance with the FRC’s

2019 Revised Ethical Standard.

The policy helps to safeguard the

external auditor’s independence

and objectivity. The policy allows

the external auditor to provide

non-audit services to British Land

where they are considered to be the

most appropriate provider for audit

121

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

related services, including formal

reporting relating to borrowings,

shareholder and other circulars and

work in respect of acquisitions and

disposals. In some circumstances, the

external auditor is required to carry

out the work because of their office.

In other circumstances, selection

would depend on which firm was

best suited to provide the services

required. In addition, the following

protocols apply to non-audit fees:

– total non-audit fees are limited to

70% of the audit fees in any one

year. Additionally, the ratio of audit

to non-audit fees is calculated in

line with the methodology set out

in the FRC’s 2019 Revised Ethical

Standard;

– Committee approval is required

where there might be questions as

to whether the external auditor has

a conflict of interest; and

– the Audit Committee Chair is

required to approve in advance any

non-audit service with a value

between £25,000 and £100,000,

and Committee approval is

required for any service over

£100,000.

Total fees for non-audit services,

primarily relating to a review

of interim financial statements

and formal reporting relating to

borrowings, amounted to £0.26m,

which represents 37% of the total

Group audit fees payable for

the year ended 31 March 2024.

Details of fees charged by the

external auditor during the year

are set out on page 170.

The Committee is satisfied that the

Company has complied with the

provisions of the Statutory Audit

Services for Large Companies

Market Investigation (Mandatory

Use of Competitive Processes and

Audit Committee Responsibilities)

Order 2014, published by the

Competition and Markets Authority

on 26 September 2014.

Effectiveness

Assessment of the annual evaluation

of the external auditor's performance

was undertaken by way of a

questionnaire completed by key

stakeholders across the Group,

including senior members of the

Finance team. The review took into

account the quality of planning,

delivery and execution of the audit

(including the audit of joint venture

and subsidiary companies), the

technical competence and strategic

knowledge of the audit team and

the effectiveness of reporting

and communication between the

audit team and management.

PwC provides the Committee with

anannual report on its independence,

objectivity and compliance with

statutory, regulatory and ethical

standards. For the year ended

31 March 2024, as for the prior year,

the external auditor confirmed that

it continued to maintain appropriate

internal safeguards to ensure its

independence and objectivity. PwC

also confirms at each Committee

meeting that it remains independent,

and signs a letter of confirmation

stating its independence annually.

The Committee concluded that the

quality of the external auditor’s work,

and the level of challenge, knowledge

and competence of the audit

team, had been maintained at an

appropriate standard during the year.

Internal Audit

The role of internal audit is to act

as an independent and objective

assurance function, designed to

improve the effectiveness of the

governance, risk management

and internal controls framework in

mitigating the key risks of British

Land. Deloitte LLP, in their first year

of appointment, provided internal

audit services to British Land during

the financial year and attended all

Committee meetings to present

their audit findings alongside the

status of management actions.

During the year, the Committee

reviewed, made suggested amends

to and approved the annual internal

audit plan, including consideration

of the plan’s alignment to the

principal risks of the Group and its

joint ventures. The Committee also

reviewed, made suggested amends to

and approved an internal audit three-

year strategy covering FY24 to FY26.

Internal audits completed during the

year included those in relation to key

financial and operational controls,

digital placemaking, Treasury

processes, UK Corporate Governance

Reform Readiness, and Development

Decision-making Governance.

Overall, no significant control issues

were identified although several

process and control improvements

were proposed, with follow up

audits scheduled where necessary.

Effectiveness

The annual effectiveness review

of the internal auditor provider

included consideration of whether

objectives defined in the internal

audit charter had been met, review

of the quality of the internal audit

work undertaken, and the skills and

competence of the internal audit

teams. Key stakeholders across

the Group, including Committee

members, Head of Secretariat,

Head of Financial Reporting and

other senior employees, completed

a questionnaire to assess the

effectiveness of the internal

auditor. The Committee concluded

that Deloitte had discharged

its duties as internal auditor

effectively throughout the year.

External audit tender

Timetable

In line with applicable legislation,

the Group was required to

conduct an external audit

tender for the year ending

31 March 2025 following 10 years

of PwC's appointment, with a

minimum change requirement

of at least a rotated partner.

The following activities took place

during the year:

– Partner interviews with the

confirmed bidders

– Request for proposals (RFP)

issuedto the confirmed bidders

with a submission deadline of

December2023

– Data room of relevant

information provided to

confirmed bidders

– ‘Meet the management’ sessions

organised in November 2023,

posthalf year results

The RFP set out critical

success factors for the external

audit tender on which the

proposals andpresentations

would be scored, being value

add partnering, innovative

commercial thinking, competence

and capability, audit quality,

independence and challenge,

transition and delivery.

RFP responses were issued

to theAudit Committee in

December2023 with final

presentations occurring in

January 2024. Following a

recommendation to the Board in

January 2024, the Board approved

the reappointment of PwC as

the Group’s external auditor.

122

REPORT OF THE AUDIT COMMITTEE CONTINUED

Feedback to inform the Committee’s review of the

effectivenessof the internal and external audit

Internal audit/external audit Management Audit Committee

– Assessed audit resource

andexpertise

– Reviewed the quality of audit

work,skills and competence

oftheaudit teams

– Considered feedback from PwC

inrelation to the external audit

process

– Considered feedback from Deloitte

in relation to their performance

during the year

– Reviewed Deloitte’s confirmations

relating to the internal audit

activities, including their

independence, composition and

interaction withexternal auditor,

Committee and Board

– Assessed the internal audit plan

– Reviewed the work carried out

bytheRisk Committee

– Reviewed the questionnaires

completed by key stakeholders

regarding the Committee, and

external and internal auditors’

effectiveness

– Received assurance that the

provision of information to the

external auditor complied with

therelevant disclosure processes

– Considered the views from

members, the Finance team and

regular attendees of the Audit

Committee

– Assessed the output from the

Committee evaluation and surveys

conducted during this process

– Reviewed the external audit

reports provided to the Committee

during the year, with a specific

focus on the demonstration of

professional scepticism and

challenge of management

assumptions. In particular, the

Committee noted the significant

challenge provided by external

audit to management regarding

the London office portfolio

valuation assumptions in light of

the challenging macroeconomic

environment

– Assessed progress against the

prior year’s focus areas

Outcome

Following a review of the outputs

from each source outlined above,

theCommittee concluded the internal

and external auditors had operated

effectively. For both internal audit and

external audit, areas of focus for the

year ahead have been agreed taking

feedback from FY24 into account and

communicated with our providers as

part of a continuous improvement

approach.

We maintain open and transparent

communication with our providers,

and will continue to seek market

insights and best practices from

both internal audit and external

auditthroughout FY25.

Investment and

development

propertyvaluations

The external valuation of British

Land’s property portfoliois a key

determinant of the Group’s balance

sheet, its performance and the

remuneration of the Executive

Directors and senior management.

TheCommittee is committed to the

rigorous monitoring andreview of the

effectiveness of its valuers as well

asthe valuation process itself. The

Group’s valuers areCBRE, Knight

Frank, Jones Lang LaSalle (JLL)

andCushman &Wakefield.

The Committee reviews the

effectiveness of the external valuers

biannually, focusing on a quantitative

analysis ofcapital values, yield

benchmarking, availability of

comparable market evidence and

major outliers to subsector

movements, with an annual

qualitative review of the level of

service received from each valuer.

The valuers attend Committee

meetings at which the full and half

year valuations are discussed,

presenting their reports which

include details of the valuation

process, market conditions and any

significant judgements made. The

external auditor reviews the

valuations and valuation process,

having had full access to the valuers

to determine that due process had

been followed and appropriate

information used, before separately

reporting its findings to the

Committee. The valuation process

isalso subject to regular review by

internal audit. TheGroup’s valuers

and external auditor have confirmed

to the Committee that the process

undertaken by British Land to

ascertain the valuation of its real

estate portfolio is best in class. British

Land has fixed fee arrangements

inplace with the valuers in relation to

the valuation of wholly-owned assets,

in line with the recommendations

ofthe Carsberg Committee Report.

123

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Risk management

andinternal controls

A detailed summary of the Group’s

risk framework as well as additional

information on our systems of

internal control is set out in the

‘Managing risk in delivering our

strategy’ section on pages 43 to 46.

The Board has delegated

responsibility for overseeing the

effectiveness of the Group’s risk

management and internal control

systems to the Committee. The Board

confirms that the systems have been

in place for the year under review and

up to the date of approval of the

Annual Report and Accounts and

have been regularly reviewed

throughout the year. The Board is

satisfied that the internal controls

and systems of risk management are

effective. An overarching view of the

internal controls system, and the role

of the Board and Committee, is set

out on the next page. The Committee

has oversight of the activities of the

executive Risk Committee, receiving

minutes of all Risk Committee

meetings and discussing any

significant matters raised.

As well as complying with the

2018 Corporate Governance

Code, the Group has adopted the

best practice recommendations

in the FRC ‘Guidance on risk

management, internal control

and related financial and business

reporting’ and the Company’s

internal control framework operates

in line with the recommendations

set out in the internationally

recognised COSO Internal

Control Integrated Framework.

Emerging Risks

At the full and half year, the

Committee reviewed the Group’s

principal and emerging risks,

including consideration of how risk

exposures have changed during the

period. Both external and internal

risks are reviewed and their effect

onthe Company’s strategic aims

considered. The assessment of

emerging risks includes a bottom-up

review of all business units and a

deep dive by the Risk Committee.

Anemerging risk workshop was held

with Deloitte in September 2023

attended by over 20 participants

from across the business. The aim

was to gain deeper insights into

andprioritise emerging threats and

opportunities which may impact the

business. The Audit Committee made

a recommendation to the Board

regarding the identification and

assessment of principal and

emerging risks. The Board accepted

the Committee’s recommendation.

Effectiveness of Internal

Controls

Half yearly, in conjunction with the

internal auditor, management

reportsto the Committee on the

effectiveness of internal controls,

highlighting control issues identified

through the exceptions reporting and

key controls testing across all key

operational and financial controls.

Risk areas identified are considered

for incorporation in the internal audit

plan and the findings of internal

audits are taken into account when

identifying and evaluating risks within

the business. Key observations and

management actions are reported to,

and debated by, the Committee. For

the year ended 31 March 2024, the

Committee has not identified, nor

been advised of, a failing or weakness

which it has deemed to be significant.

Risk & Remuneration

At the request of the Remuneration

Committee, the Audit Committee

considers annually the level of risk

taken by management and whether

this affects the performance of

the Company. The Remuneration

Committee takes this confirmation

into account when determining

incentive awards granted to the

Executive Directors and senior

management. Taking into account

reports received on internal key

controls and risk management,

and the results of the internal

audit reviews, the Committee

concluded that for the year ended

31 March 2024 there was no

evidence of excessive risk taking

by management which ought

to be taken into account by the

Remuneration Committee when

determining incentive awards.

Financial Reporting

The Board is responsible for

preparing the Annual Report

and confirms in the Directors’

Responsibilities Statement set

out on page 147 that it believes

that the Annual Report, taken

as a whole, is fair, balanced and

understandable. The basis on

which the Company creates and

preserves value over the long term

is described in the Strategic Report.

Our financial reporting process

is managed using documented

accounting policies and reporting

formats supported by detailed

instructions and guidance on

reporting requirements. This

process is subject to oversight

and review by both the external

auditors and the Audit Committee.

Whistleblowing

The Group’s whistleblowing

arrangements enable all staff,

including temporary and agency

staff, suppliers and occupiers, to

report any suspected wrongdoing.

These arrangements, which are

monitored by the HR Director,

General Counsel and Company

Secretary and reviewed by the

Committee annually, include an

independent and confidential

whistleblowing service for staff

provided by a third party. The

Committee received a summary

of all whistleblowing reports

received during the year and

concluded that the response to

each report by management was

appropriate. The whistleblowing

reports were also relayed to the

Board by the Committee Chair.

124

REPORT OF THE AUDIT COMMITTEE CONTINUED

Governance framework: Structured

with three lines of defence, the

governance framework enables the

efficient prioritisation of key risks

and actions to mitigate risk. An

illustration can be found on page 43.

Strategic risk management:

Aholistic view ensures that risk

management is underpinned by

our strategic objectives, taking

into consideration our priorities

and the external environment.

Operational risk management: Each

business unit is supported to manage

its own risk to ensure that potential

risks are identified and mitigated

at an early stage. This embeds the

responsibility of risk management

at a business unit level. Further

detail can be found on page 44.

Assurance framework: An element

ofinternal control that is independent

of business functions and Executive

Committee and Board members.

Standards and quality framework:

The overarching standards and codes

that the Company and its employees

adhere to in performing its duties.

System of internal control

The elements that make up the system of internal control are:

Internal control framework

Governance

Strategic risk

management

Operational risk

management Assurance

Standards and

qualityframework

Board, Audit

Committee and

ESGCommittee

– Determine strategic

action points and

risk appetite

– Set strategic and

financial goals

– Assess the extent

and nature of

principal and

emerging risks

– Review effectiveness

of riskmanagement

and internal

controlsystems

– External audit

– Internal audit

– Group policies and

ethical standards

e.g.Whistleblowing

Policy, Risk & Internal

Control Management

Policy, Internal

Control framework

aligns with COSO

Internal Control

Integrated

Framework, FRC

Guidance

Executive

Committee and

Risk Committee

– Identify principal and

emerging risks

– Monitor key risk

indicators

– Aggregation of

riskexposure and

adequacy of risk

mitigation

– Going concern and

viability statement

– Group Compliance

– Group Health

andSafety

– Business leads

report on key

internal controls

biannually

– Review and approve

business unit policies

where relevant

Business units and

Risk and Internal

Control team

– Execute strategic

actions

– Risk register

– Day-to-day

responsibility for

internal controls

– Risk and Control

team oversees the

business unit

process, including

sample testing

– Business unit

policies, procedures,

processes and

systems

125

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

DIRECTOR’S REMUNERATION REPORT

ALIGNING

INCENTIVE

WITH STRATEGY

Dear Shareholders

On behalf of the Board, I am pleased to present our

Remuneration Report for the financial year ended

inMarch 2024.

Company performance

In the past twelve months macroeconomic and

geopolitical uncertainty has remained high. Against this

backdrop management have continued to focus on

whatthey can control delivering very strong operational

performance, another year of earnings growth and

recycled capital well at good prices to fund future

growth. The Company is reporting a strong year of

leasing with an underlying profit of £268m, which is

ahead of the stretch target set by the Committee. We are

pleased to have exceeded our ESG targets for GRESB 5*

ratings in development and standing investments; and the

proportion of our assets with an EPC rating of A or B.

Weare proud to have held the very high levels of staff

engagement at 78% overall, with a participation rate of

90% and 93% of people proud to work at British Land.

This is a commendable achievement in a challenging

environment, which has demanded an increased level

ofwork rate to deliver strong operational and financial

performance in the year.

2024 remuneration outcomes

The Committee considers that the 2022 remuneration

policy has operated as intended both in terms of

company performance and quantum during the year. The

stretching targets set by the Committee have incentivised

strong operational and financial performance whilst

reflecting the wider economic backdrop against which

performance is measured. The Committee considers that

the formulaic outcomes under the AIP are appropriate

and has not considered it necessary to exercise its

discretion to alter the bonus outcomes for the Executive

Directors. As a result, the AIP outcomes for the Executive

Directors result in a bonus of 119% of salary for Simon

Carter and 125% of salary for Bhavesh Mistry against

amaximum opportunity of 150% for both Directors.

The outcomes of the AIP for Executive Directors are

usedas the basis of a company multiplier for the wider

workforce, ensuring that overall company performance

isreflected in the variable remuneration for the Company

as a whole. The multiplier is applied to a personal

performance rating against the achievement of corporate

and personal development objectives set for each

individual. Management work in collaboration with the

Committee to determine the company multiplier, ensuring

alignment and fairness across the organisation.

The 2021 LTIP grant will vest on 22 June 2024 at an

estimated rate of 40%. The Committee is encouraged to

see the long term performance of the Company generate

positive vesting outcomes for LTIP grants made to

Executive Directors and Senior Executives.

Unlike in prior years, the final MSCI Global Universe

results, which impact elements of the AIP and LTIP, were

available to the Committee prior to the publication of this

Annual Report and therefore we are reporting final

outcomes in respect of the 2024 AIP. The final outcome

of the TAR element of the 2021 LTIP performance

conditions is subject to the publication of results by

constituents of the property company comparator

groupand will be confirmed in the 2025 Annual Report.

Laura Wade-Gery

Chair of the Remuneration Committee

Committee composition andgovernance

The Committee continues to be composed solely of

independent Non-Executive Directors with sufficient

financial experience, commercial acumen and sector

knowledge to fulfil their responsibilities.

Members’ attendance at Committee meetings is set

outinthe following table:

Director Position

Date of

Committee

appointment Attendance

Laura Wade-Gery Chair 13 May 2015 5/5

Lynn Gladden Member 20 Mar 2015 5/5

Irvinder Goodhew Member 17 Nov 2021 5/5

Amanda Mackenzie Member 1 Sep 2023 3/3

Preben Prebensen Member 1 Sep 2017 5/5

Our Remuneration Policy aligns

management incentives with ourstrategy.

Laura Wade-Gery

Chair of the Remuneration Committee

126

DIRECTOR’S REMUNERATION REPORT CONTINUED

Gender and ethnicity pay gap

The British Land gender pay gap has decreased to 19.4%

from 21.9% during the year and the ethnicity pay gap has

increased to 17.4% from 14.2%.

We continue to focus on our gender and ethnicity pay

gaps and while we have made good progress there is

more to do. We run mentoring programmes and a

targeted course called “Achieving Your Full Potential”

unashamedly aimed at our middle management level

women. In management’s twice-yearly talent

assessments, reviews are done of our high potential

population with the emphasis on identifying stretch

assignments whether on a temporary or permanent basis

to help build skills, experience and confidence. Despite

these efforts, one or two senior female departures can

have a disproportionate impact on the outcomes due to

our relatively small employee base.

Management’s focus on recruitment processes, such as

blind CVs where possible, has increased the numbers of

new hires from diverse backgrounds. During the year

ended 31 March 2024, there were 83 new hires, 38.5% of

which were from a minoritised ethnic background.

However as these were predominantly in more junior roles

(given we hire more frequently at junior rather than senior

level), the impact has been to increase our ethnicity pay

gaps in the short term as junior staff are paid less and

new starters will have their bonuses prorated.

Recommendation

British Land is committed to listening carefully to

shareholder feedback and to applying best practice to

our remuneration policies and approach. I am delighted

to recommend this remuneration report to shareholders

on behalf of the Board and hope that you will vote in

favour of it at the 2024 AGM.

This will be my last remuneration report as I will be

standing down at the AGM in July, having served on the

Board for nine years and as Chair of the Remuneration

Committee for five. It has been a privilege to lead the

Committee. I am particularly proud of having delivered a

new Remuneration Policy approved with a vote of 96.24%

in favour at the 2022 AGM, embedding environmental

performance targets for the first time.

My role as Chair of the Remuneration Committee will pass

to Amanda Mackenzie at the conclusion of the AGM and I

wish her every success in the role. Amanda will

commence the process of reviewing the existing

Remuneration Policy during the year ahead and will

consult with shareholders at the appropriate time.

Yours sincerely,

Laura Wade-Gery

Chair of the Remuneration Committee

2023 remuneration outcomes

The outcomes of the 2023 AIP and 2020 LTIP vesting

reported in the 2023 Annual Report were based on an

estimation as final MSCI results were not available until

after the publication of the Annual Report.

The 2020 LTIP performance was unchanged by the final

MSCI results and therefore vested at a rate of 11% on

22 June 2023.

The final MSCI results did impact the final outturn of the

2023 AIP. The estimated outturn as noted on page 148 of

the 2023 Annual Report, was based on a total property

return vs the MSCI benchmark of +60bps. The final MSCI

results reduced that outperformance to +30bps which in

turn reduced the bonus outcome for Simon Carter and

Bhavesh Mistry to 87.2% and 89% respectively against

amaximum outcome of 150% of salary. The Committee

agreed that the final outcome was a fair reflection of

performance and did not exercise any discretion.

Remuneration in respect of the year

commencing 1 April 2024

Our overall salary philosophy is to pay mid-market level

salaries but on a total package basis be above this level

for above target performance. Salaries across the

organisation are benchmarked annually. In addition to

benchmarking, retention, incentivisation of performance

and market demand are considered when setting

salarylevels.

Salary benchmarking for the Executive Directors has

been reviewed by the Committee during the year. We

have concluded that total packages are appropriate

compared to market and therefore the Executive

Directors’ salaries will not increase from 1 April 2024. The

Committee has carried out a similar exercise for members

of the Executive Committee and are not proposing a

generic increase. Salary budget for the workforce as a

whole is increasing by 5% for the year beginning

1 April 2024, including promotional increases which are

considered on a case by case basis. As with Executive

Directors and the Executive Committee, salaries may not

be increased if benchmarking and relativity of total

remuneration does not support it.

The Committee has worked with management during the

year to refine target setting in respect of the ESG linked

performance measures within the AIP and LTIP,

specifically in respect of the operational carbon and

energy reduction targets. As a business, we are

constantly evolving our data-gathering capabilities and

have gained access to occupier operational carbon usage

within our retail sites. This data was unavailable when our

operational carbon and energy reduction targets were set

with the 2022 Remuneration Policy. In order that we are

able to assess the full impact of our operational carbon

and energy reduction efforts, the Committee has adopted

an indexing methodology to include the data that was

previously unavailable, whilst maintaining consistency

from a performance measurement perspective in current

and future years.

127

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

REMUNERATION AT A GLANCE

Our strategic themes:

Development of

Sustainable Space

Retail parks

London urban logistics

People, Sustainability

&Operational Execution

How we align rewards to

delivering our strategy

As set out in the Strategic Report,

wehave a clearly defined business

model and a range of competitive

strengths. We target strategic themes

that have strong structural tailwinds

and currently see opportunities in:

– Development of best in class

sustainable space on our campuses

– Retail parks

– London urban logistics

Delivering against these areas lays

the foundation for future value

creation. Each year, Executive

Directors are set objectives by the

Board, which are then cascaded

through the Executive Committee

and on to the whole organisation.

These objectives are focused on

maximising opportunities within

the strategic themes as well as

continued strong operational

performance, progress against

our sustainability ambitions and

the continued enhancement of

our best in class platform.

We take a long term approach to

running our business; our focus is

to deliver positive outcomes for

all of our stakeholders on a long

term, sustainable basis which can

mean that actions taken in any one

year take time to deliver value.

Over the longer term, we measure

our performance against selected

financial and sustainability market

benchmarks as well as absolute

return metrics that are set at the

start of the three-year cycle. We

only reward our people where the

business at least matches those

benchmarks and we share a small

percentage of any outperformance.

We tailor these performance

measures to be as relevant as

possible to the composition of

our business but we recognise

that there may be a degree of

mismatch at any given time.

The chart below illustrates the

alignment between (i) what we are

focusing on doing (our strategic

objectives), (ii) what we measure and

report on and (iii) what we reward

Executive Directors for delivering.

2022 Remuneration Policy

One-year performance Three-year performance

Annual profitability – Profit targets

Development Profit – Targets for Development Profit

Property valuation changes – Relative Total Property Return

performance

– Relative Total Property Return

performance

Total Accounting Return – Absolute Total Accounting Return

performance against a target range

Environmental Measures – EPC ratings across estate

– GRESB Real Estate benchmark

– Operational carbon reduction

– Operational energy reduction

Development of

SustainableSpace

– Objectives aligned with our

strategic themes, sustainability

ambitions, continued strong

operational performance and

continuing to enhance our best

inclass platform

Retail parks

London urban logistics

People, Sustainability

&Operational Execution

128

DIRECTOR’S REMUNERATION REPORT CONTINUED

Summary of the Remuneration Policy and how we apply it

The Remuneration Policy was approved by shareholders on 12 July 2022. The Policy will apply until the AGM in

July2025. The Remuneration Policy is set out in full in the 2022 Annual Report and is available on our website

britishland.com/committees.

Element of

remuneration Link to strategy Framework

Fixed Basic salary Attracts and retains talented people with

the appropriate degree of expertise and

experience to deliver agreed strategy

Reviewed annually and increases typically

in line with the market and general salary

increases throughout the Group

Benefits

Benefits are restricted to the amount required

to continue providing agreed benefits at a

similar level year on year and a maximum of

£20,000 per annum for a car allowance

Pension

contribution

Defined contribution arrangements – cash

allowances in lieu of pension are made to the

CEO and CFO at 15% of salary

Variable Annual

Incentive

Performance measures related to

British Land’s strategic, financial and

environmental performance as well as

the Executive Directors’ individual areas

ofresponsibility are set by the Committee

at the beginning of the financial year

Maximum opportunity is 150% of basic salary.

2/3rd is paid in cash with the remaining 1/3rd

(net of tax) used to purchase shares on behalf

of the Executive Director (Annual Incentive

Shares) which must be held for a further three

years whether or not the Executive Director

remains an employee of British Land

Long term

incentive

Total Property Return (TPR) links reward

to the Company’s relative gross property

performance

Total Accounting Return (TAR) links

reward to absolute financial returns

ESG Carbon and Energy Reduction link

remuneration outcomes to the Company’s

2030 Sustainability Strategy

LTIP grants are typically of 250% of salary

inthe form of performance shares, within

themaximum value of an LTIP award of

300%of salary.

Awards are subject to a 3 year vesting period

and any vested shares must be held by the

Director for a further 2 years post-vesting.

Executive Directors’ remuneration

The tables below show the 2024 actual remuneration against potential opportunity for the year ended 31 March 2024

and 2023 actual remuneration for each Executive Director.

Full disclosure of the single total figure of remuneration for each of the Directors is set out in the table on page 131.

2024 actual remuneration v 2024 potential (£’000)

FY24 Actual

Simon Carter

£’000

£2,512

FY24 Potential

1 £3,743

FY23

Actual £1,658

FY24 Actual

Bhavesh Mistry

£’000

£1,668

FY24 Potential1

£2,407

FY23 Actual

£1,620

Salary

Benefits

Pension

Annual incentive

Long term incentive

1. FY24 potential assumes that both annual and long term incentives pay out in full, with the LTIP value taking into account share price change since grant.

129

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Executive Directors’

remuneration

Basic salaries

Executive Director salaries were

notincreased with effect from

1 April 2024. The Committee

conducted an industry salary

benchmarking exercise and

concluded that the Directors’

salariesremain appropriate.

Director

Basic salary

£000

Simon Carter 773

Bhavesh Mistry 505

Pension and benefits

Both Executive Directors will

receive a 15% of salary pension

contribution/allowance. Benefits

will be provided in line with the

policy and include a car allowance

and private medical insurance.

Annual Incentive awards

The maximum bonus opportunity

for Executive Directors remains

unchanged at 150% of salary. The

performance measures for the

Annual Incentive awards align with

the Company’s strategic direction

and reflect our sustainability agenda.

The detailed targets that the

Committee sets are considered to

be commercially sensitive and as

such the specific targets for the

quantitative measures for the coming

year will be disclosed in the 2025

Remuneration Report. In assessing

how the Executive Directors perform

during the year commencing

1 April 2024, the Committee will

take into account their performance

against all of the measures and

make an assessment in the round to

ensure that performance warrants

the level of award numerically

determined by the table below.

For the year commencing

1 April 2024, the Committee will

once again assess performance in

the context of the wider stakeholder

experience and overall corporate

outcome. Discretion may be

exercised by the Committee and, if

this is the case, a full explanation will

be set out in next year’s Report.

As disclosed previously, the

Committee agreed that for Annual

Incentive awards, the sector

weighted MSCI March Annual

Universe benchmark (which

includes sales, acquisitions and

developments and so takes into

account active asset management as

well as a more representative peer

group) would be most suitable.

In line with best practice, two-thirds

of any bonus amount earned will

be paid in cash with the remaining

one-third (net of tax) used to

purchase shares which must be

held for a further three years.

Measure Target Weighting

Property

valuation

changes

Annual profitability Financial budget targets for profitability

0% payout for meeting a threshold level rising to

100% payout for at least matching a stretch level

30%

Total Property Return vs

MSCI (weightedby sector)

Total Property Return outperformance target

17% payout for matching the MSCI benchmark

index rising to 100% payout for outperforming

by1.25%

20%

Development Profit Financial budget targets for development profit

0% payout for meeting a threshold level rising to

100% payout for at least matching a stretch level

10%

Environmental

Measures

The Global Real Estate

ESG Benchmark (GRESB)

Benchmark score targets for GRESB rating.

0%payout for meeting a threshold score, rising to

50% payout for matching the score that achieves a

5 star rating and rising to 100% payout for at least

matching a stretch level score

10%

EPC rating across estate A&B rating across the estate. 0% payout for

meeting a threshold level, rising to 100% payout

forat least matching a stretch level

Strategic/personal/

customer objectives

Development of

Sustainable Space

Commercially sensitive so these will be fully

disclosed and explained in next year’s Report

20%

Retail parks

London urban logistics

People, Sustainability

&Operational Execution

HOW WE INTEND TOAPPLY OUR REMUNERATION POLICY

DURING THE YEAR COMMENCING 1 APRIL2024

130

DIRECTOR’S REMUNERATION REPORT CONTINUED

Long term incentive awards

LTIP awards will be granted to Executive Directors during the year commencing 1 April 2024. Details will be disclosed

at the time of grant in an RNS announcement. Full details will be included in next year’s Annual Report.

Measure Link to strategy Measured relative to Weighting

Total Accounting Return

(TAR)

The growth in British Land’s

EPRA Net Tangible Asset

Value (NAV) per share plus

dividends per share paid over

the LTIP performance period

The TAR measure is

designed to link reward

to performance at the

net property level that

takes account of gearing

and our distributions to

shareholders

TAR performance will be assessed against

targets set in the context of the business plan

and investor expectations over the long term

Threshold: 4% per annum

Maximum: 10% per annum

50%

Total Property Return (TPR)

The change in capital value,

less any capital expenditure

incurred, plus net income. TPR

is expressed as a percentage

of capital employed over the

LTIP performance period and

is calculated by MSCI

The TPR measure is

designed to link reward to

strong performance at the

gross property level

TPR performance will be assessed against

the performance of an MSCI sector weighted

benchmark

Threshold: Equal to Index

Maximum: Index +1.00% per annum

25%

Environmental, Social,

Governance (ESG)

Operational Carbon Reduction

(CO

e per sqm)

Operational Energy Reduction

The ESG measure is

designed to link reward to

delivering our 2030 ESG

commitments measured

against a 2019 baseline

ESG performance will be assessed against

targets set in line with achieving our

sustainability vision

Operational Carbon Reduction

(12.5%oftotal weighting)

Threshold: 53% reduction

Intermediate: 58% reduction

Maximum: 63% reduction

Operational Energy Reduction

(12.5% of total weighting)

Threshold: 19% reduction

Intermediate: 21% reduction

Maximum: 23% reduction

25%

For all performance measures, there is no vesting below

threshold performance. At threshold performance,

vestingisat 20%. There will be straight-line vesting

between threshold and intermediate (if applicable) and

stretch performance targets.

The Committee retains the discretion to override the

formulaic outcomes of incentive schemes. The purpose

of this discretion is to ensure that the incentive scheme

outcomes are consistent with overall Company

performance and the experience of our stakeholders.

Non-Executive Directors’ fees

Fees paid to the Chair and Non-Executive Directors for

their Board roles are positioned around mid-market with

the aim of attracting individuals with the appropriate

degree of expertise and experience. The fee structure

setout below is unchanged since being applied in 2019

except that the Non-Executive Directors’ annual fee was

increased by £2,000 to £66,000 from 1 April 2023. The

Chairs of Committees also receive a membership fee.

Lynn Gladden’s fee of £50,000 to chair the Innovation

Advisory Council (IAC) is higher than for chairing Board

Committees as the IAC is only recently established and

isseparate from the Board Governance structure. It

therefore requires a greater level of involvement from

Lynn to identify members, direct agendas using her

experience of innovation and technology sectors and

engage in other activities such as investor events.

Director

Annual fee

£000

Chair 375

Non-Executive Director 66

Senior Independent Director 10

Audit or Remuneration Committee Chair’s annual fee 20

Audit or Remuneration Committee member’s annual fee 8

ESG Committee Chair’s annual fee 14

Nomination or ESG Committee member’s annual fee 5

Innovation Advisory Council Chair’s annual fee 50

131

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

HOW WE APPLIED OUR CURRENT REMUNERATION

POLICYDURING THEYEAR ENDED 31 MARCH 2024

The following pages set out how we implemented the Directors’ Remuneration Policy during the year ended

31March2024 and the remuneration received by each of the Directors.

Single total figure of remuneration (audited)

The following tables detail all elements of remuneration receivable by British Land’s Executive Directors in respect

ofthe year ended 31 March 2024 and show comparative figures for the year ended 31 March 2023.

2024

Executive Directors

Salary

£000

Taxable

benefits

£000

Pension or

pension

allowance

£000

Other items in

the nature of

remuneration

£000

Fixed

remuneration

£000

Annual

incentive

£000

Long term

incentives

£000

Variable

remuneration

£000

Total

£000

Simon Carter 773 20 116 14 922 919 671 1,590 2,512

Bhavesh Mistry 505 20 76 11 612 631 424 1,055 1,668

1. Estimated vesting outcomes. Values are based on the Volume Weighted Average Price of 376.76p in respect of the last quarter of the year ended 31 March 2024.

Final vesting outcomes will be confirmed in the 2025 Annual Report.

2023

Executive Directors

Salary

£000

Taxable

benefits

£000

Pension or

pension

allowance

£000

Other items in

the nature of

remuneration

£000

Fixed

remuneration

£000

Annual

incentives

£000

Long term

incentives

£000

Variable

remuneration

£000

Total

£000

Simon Carter 750 20 113 13 896 654 108 762 1,658

Bhavesh Mistry 490 20 74 555 595 436 46 1,026 1,620

1. £543,144 of the amount shown for Bhavesh relates to the partial vesting of a joining award of British Land shares made to him on 19 July 2021 to replace a

pre-existing PSP award granted by Tesco plc in 2019 that lapsed upon him joining the Company. It is regarded as variable pay for the purposes of this table. Of

the124,948 shares that were awarded, 107,705 shares (equivalent to 86.2% of the award) vested at 504p per share on 20 June 2022. The remaining balance of

17,243 shares lapsed. The performance condition outcome of 86.2% is reported on page 78 of the 2022 Tesco plc Annual Report under the heading ‘2019 PSP

Outturn (audited)‘.

2. Confirmed outcomes. The final relative TPR performance against the MSCI Global Universe was only available after the publication of the 2023 Annual Report.

Thefinal outcome reduced the TPR outperformance to +30bps which in turn reduced the AIP bonus outcome for Simon Carter and Bhavesh Mistry to 87.2% and

89% of salary respectively.

3. Confirmed outcomes. Forecast estimated figures were published in the 2023 Report on the basis of a Volume Weighted Average Price for the quarter ended

31 March 2023. The actual outcomes are reflected in the table above on the basis of the share price achieved upon vesting of 311.50p. The vesting level remained

at 11%, as estimated within the 2023 Annual Report.

Notes to the single total figure of remuneration table (audited)

Fixed pay

Taxable benefit

Taxable benefits for both Executive Directors include a car allowance £16,700 and private medical insurance

of £3,500.

Other items in the nature of remuneration

Other items in the nature of remuneration include: life assurance, permanent health insurance, annual medical

check-ups, professional subscriptions and the value of shares awarded under the all-employee Share Incentive Plan

(comprising a free share award of £3,600 and matching share awards during the year of £3,600 for both Directors).

Pensions

Simon Carter and Bhavesh Mistry are members of the Defined Contribution Scheme and utilise their Annual

PensionAllowances; the remaining amount of their pensions is paid in cash for them to make their own arrangements

for retirement.

Executive Director

DC Pension

Contribution

£000

Pension

Allowance

£000

Total

£000

Simon Carter 9 107 116

Bhavesh Mistry 10 66 76

Simon Carter is also a deferred member of the British Land Defined Benefit Pension Scheme in respect of his

employment with British Land earlier in his career. The table below details the defined benefit pensions accrued at

31 March 2024.

Executive Director

Defined benefit

pension accrued at

31March 2024

£000

Normal

retirement

age

years

Simon Carter 46 60

There are no additional benefits that will become receivable by a Director in the event that a Director retires early.

132

DIRECTOR’S REMUNERATION REPORT CONTINUED

Annual Incentives FY24 (audited)

The level of Annual Incentive award is determined by the

Committee based on British Land’s performance and

Executive Directors’ performance against quantitative and

strategic targets during the year. For the year ended

31 March 2024 the Committee’s assessment and outcomes

against these criteria (before exercising any discretion) are

set out below. Quantitative measures areadirect

assessment of the Company’s financial performance and in

the very long term business we operate are a reflection of

many of the decisions taken in prior years. The delivery of

strategic objectives positions the future performance of

the business so payouts under this part of the Annual

Incentive Plan will not necessarily correlate with payouts

under a particular quantitative measure in any given year.

The level of bonus calculated by applying the criteria

below generated an outcome of 119% of salary forSimon

Carter and 125% of salary for Bhavesh Mistry against a

maximum opportunity of 150% for both Directors.

Quantitative

Measures Weighting

Performance

inline with

minimum

expectations

(0% Payout except

TPR of 17% Payout,

GRESB & EPC Ratings

20% payout)

Performance

inline with

expectations

Performance

inline with

maximum

expectations

(100% Payout) Final

outcome

(% of

max)

Final

outcome

(% of

salary)

Performance achieved

against targetrange

Net Asset Value

changes

20%

Total Property

Return vs MSCI

Benchmark

20%

0bps

+125bps

20% 30%

17% payout for

matching the MSCI

Benchmark rising

to 100% payout

foroutperforming

by 125bps

Annual profitability

40%

Underlying Profit

30%

£241m

£243m

£253m

30% 45%

0% payout

for meeting

a threshold

level rising to

100%payout

Development Profit

10%

£125m

£150m £175m

0% 0%

0% payout

for meeting

a threshold

level rising to

100%payout

Environmental

measures

20%

Global Real Estate

ESG Benchmark

(GRESB)

10%

5* (-1)

5* (87pts) 5* (+3)

8.3% 12.5%

20% payout for

meeting minimum

level, 50% payout

for achieving in

line rising to 100%

payout for at least

matching a stretch

level

EPC Rating

10%

49%

52% 55%

10% 15%

20% payout for

meeting minimum

level, 50% payout

for achieving in

line rising to 100%

payout for at least

matching a stretch

level

Sub-total

80%

68.3% 102.5%

+800bps

£268m

£-154m

58%

133

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Simon Carter

Measure Weighting Outcome % award

Final

outcome

(% of

max)

Final

outcome

(% of

salary)

Active Capital

Recycling

3.0%

Good progress on sales; £410m sales overall 11% ahead

of book value, including 1 Triton JV sale and portfolio of

six Vodafone assets.

£149m surrender received from Meta at 1 Triton.

Good progress on further potential sales across Retail

and Offices.

3.0%

11.00% 16.50%

Realising the

valueopportunities

in Retail

2.0%

£55m retail park purchases completed.

Good investor engagement. Retail park investor event

held in September with positive feedback on strength of

parks format.

0.7%

Realising the

potential of our

campuses

3.0%

Achieved planning on six schemes across our campuses.

Planning submitted for Broadgate Tower, Euston Tower

and Printworks cultural scheme.

Continued progress in repositioning towards science

and technology; delivered 40k sq ft lab space at

Regent’s Place, exchanged on 60k sq ft of innovation

lettings. Terms agreed with The Crick for a partnership

at Regent’s Place. Innovation Advisory Council set up

and supporting strategic plans.

Good investor engagement and positive feedback

atscience and technology investor day in February.

1.7%

Progressing

value accretive

development

3.0%

Lease agreed with Citadel for a minimum of 252k sq ft at

2 Finsbury Avenue at record levels of rent for Broadgate

and wider City.

Norton Folgate fit out progressing and discussions

ongoing with potential occupiers.

1.3%

Building our

exposure in

urbanlogistics

3.0%

Achieved planning on four logistics schemes.

Started on site at Mandela Way, Southwark and enabling

works commenced at The Box, Paddington.

1.7%

Delivering our

residential strategy

2.0%

Residential developments at Aldgate and Canada Water

on track to practically complete in FY25. Canada Water

residential sales prices are ahead of underwriting albeit

volume of sales has been at a slower rate than targeted

for FY24 (but inline with comparable schemes in the

market).

0.0%

Deliver our Place

Based approach

1.0%

Initiatives identified across all priority sites with resource

now focused on delivery and outcomes.

0.7%

People &

Sustainability

3.0%

Gender pay gap improved by 2.5%, but more work to

bedone on Ethnicity pay gap.

Engagement survey completed with a Group

engagement score of78%, in line with prior year

andoutperforming the benchmark.

2.0%

134

DIRECTOR’S REMUNERATION REPORT CONTINUED

Bhavesh Mistry

Measure Weighting Outcome % award

Final

outcome

(% of

max)

Final

outcome

(% of

salary)

Active Capital

Recycling

5.0%

Good investor engagement; Retail park investor event

held in September and science and technology investor

day in February with positive feedback on strength

of parks format and opportunities for science and

technology across the portfolio.

Maintained refinancing date of >two years with no

requirement to refinance until early 2027.

Fitch re-affirmed the Company’s senior unsecured

creditrating at A in August; the highest unsecured

rating among European REITs.

4.2%

15.00% 22.50%

Realising the

valueopportunities

in Retail

3.0%

Exchanged £45m of leasing, including £16m of new

lettings. Deals exchanged at an average of 17.8% ahead

of ERV.

3.0%

Realising the

potential of our

campuses

3.0%

Exchanged £21m of long-term deals in the Campus

standing portfolio, with deals done ahead of budgeted

rents. Storey occupancy of 90% and renewals of 62%.

1.2%

Delivering

operational

efficiency and

effectiveness

5.0%

Technology strategy approved by the Board with plans

underway and a steering committee established. Office

refurbishment completed, including upgrade works to

meeting room technology.

New lead to lease project progressing in line with plan

and successfully launched in April 2024.

Delivered improvements in systems, technology, and

processes, resulting in increased engagement survey

score of 63%, ahead of benchmark.

FY24 Cost Ratio of 16% better than target, driven by

strong rent collection and lower net costs.

4.0%

Deliver our Place

Based approach

1.0%

Initiatives identified across all priority sites with resource

now focused on delivery and outcomes.

0.7%

People &

Sustainability

3.0%

Gender pay gap improved by 2.5%, but more work to be

done on Ethnicity pay gap.

Engagement survey completed with a Group

engagement score of78%, in line with prior year and

outperforming the benchmark.

2.0%

Total Payout

Final

outcome

(% of max)

Final

outcome

(% of salary)

Simon Carter 79.33% 119.00%

Bhavesh Mistry 83.33% 125.00%

135

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

One third of the annual bonus (after tax has been paid)

isused to purchase shares which are then held for a

minimum of three years by the Executive Director.

2023 comparative: In May 2023, after the publication of

the 2023 Annual Report, the Committee confirmed that

the outperformance of TPR compared to the MSCI

benchmark was +30bps, which was reduced from an

estimated +60bps within the 2023 Annual Report. The

impact on variable remuneration is disclosed within the

single figure table on page 131 and explained in full on

page 126.

Long term incentives (audited)

The information in the long term incentives column in the

single total figure of remuneration table (see page 131)

relates to vesting of awards granted under the following

schemes, including, where applicable, dividend equivalent

payments on those awards.

Long Term Incentive Plan (audited)

The award granted to Simon Carter on 22 June 2021

which will vest on 22 June 2024 wassubject to three

performance conditions over the three-year period to

31 March 2024. The award granted to Bhavesh Mistry on

2 August 2021 which will vest on 2 August 2024 was

made after he joined the Company on the same basis as

the award granted to Simon Carter on 22 June 2021.

The first condition (40% of the award) measured British

Land’s Total Property Returns (TPR) relative to the funds

in the sector weighted MSCI Annual Universe

(theBenchmark) previously the IPD UK Annual Property

Index; the second (20% of the award) measured Total

Accounting Return (TAR) relative to a comparator group

of FTSE 350 property companies; while the third (40% of

the award) measured Total Shareholder Return (TSR), half

of which was measured against the FTSE 100 and the

other half measured against the comparator group of

FTSE 350 property companies.

The TPR element will vest, based on British Land’s

adjusted TPR of +1.0% per annum compared to the

Benchmark of -2.8% per annum. The TAR element is

expected to lapse based on British Land’s TAR of -1.5%

per annum compared to a forecast 4.7% per annum for

the comparator group. Korn Ferry has confirmed that the

TSR element will lapse. The portion assessed against the

Property companies index will lapse as British Land’s TSR

performance was below the sector Index of -5.4%. The

portion assessed against the FTSE 100 Index will also

lapse as British Land’s TSR performance was below the

Index performance of 28.8%. The estimated vesting level

of the 2021 Awards is 40% of maximum.

The final TAR outcome and overall vesting level will

beconfirmed in the 2025 Annual Report.

Executive Director

Performance

shares or

options

Number of

performance

awarded

Estimated

value of

award on

vesting

£000

Estimated

dividend

equivalent

value

£000

Increase in value as a

result of share price

movement between

grant and vesting

£000

Simon Carter Shares 377,666 569 102 0

Bhavesh Mistry Shares 238,945 360 64 0

1. Values are based on the Volume Weighted Average Price of 376.76p in respect of the last quarter of the year ended 31 March 2024

2. The share price used to calculate the value of the awards on grant was 496.47p for Simon Carter and 512.67p for Bhavesh Mistry, therefore there was no increase

in value as a result of any share price movement between grant and vesting

Share scheme interests awarded during the year (audited)

The total face value of LTIP awards made to Executive Directors for the year ended 31 March 2024 was equivalent

to250% of basic salary at grant.

The share price used to determine the face value of performance shares (conditional rights to receive shares subject to

performance conditions), and thereby the number of performance shares awarded, is the average over the three

dealing days immediately prior to the day of award. The share price fordetermining the number of performance shares

awarded to Executive Directors was 338.74p. The performance conditions attached to these awards are set out in the

Remuneration Policy approved by shareholders in July 2022 and summarised on the next page.

Performance shares

Executive Director Grant date

Number of

performance

granted

Face value

£000

End of

performance

period

Vesting

date

Percentage vesting on

achievement of minimum

performance threshold

Simon Carter 15/06/23 571,375 1,935 31/03/26 15/06/26 20%

Bhavesh Mistry 15/06/23 373,298 1,265 31/03/26 15/06/26 20%

Performance against the LTIP will be assessed over a period of three years. No more than 20% of each component of

the award will vest ifthe minimum performance threshold is achieved. Performance below the minimum threshold will

result in the relevant proportion of the LTIP award lapsing. 100% of the proportion of each element of award attached

to each measure will vest if British Land’s performance reaches the stretch level. Those levels are: relative TPR

performance against the MSCI March Annual Universe Benchmark: equal to the benchmark for threshold performance

and +1.00% pa for maximum performance (25% weighting); absolute TAR: 4% pa for threshold performance and 10%

pa for maximum performance (50%weighting); Operational Carbon Reduction: 44% reduction for threshold

performance and 53% reduction for maximum performance (12.5% weighting); and Operational Energy Reduction: 17%

reduction for threshold performance and 21% reduction for maximum performance (12.5% weighting).

136

DIRECTOR’S REMUNERATION REPORT CONTINUED

TARwill be measured on the basis of a three-year average over the performance period. TPR will be measured

onastraight-line basis between the index and stretch performance. Both sustainability metrics will be measured

againstthe 31 March 2019 base level disclosed within our 2030 Sustainability Strategy, which can be found at

britishland.com/sustainability.

Payments to past Directors & payments for loss of office (audited)

There were no payments to past Directors or payments to Directors for loss of office during the year ended

31 March 2024.

Directors’ shareholdings and share interests (audited)

The table below shows the Directors’ shareholdings, including shares held by connected persons, as at year end or,

ifearlier, the date of retirement from the Board.

Although there are no shareholding guidelines for Non-Executive Directors, they are each encouraged to hold shares

in British Land. The Company facilitates this by offering Non-Executive Directors the ability to purchase shares

quarterly using their post-tax fees. During the year ended 31 March 2024, Mark Aedy, Irvinder Goodhew and

Tim Score have each received shares in full or part satisfaction of their fees.

Director

Outstanding scheme interests as at 31 March 2024 Shares held

Total of all

share plan

awards and

shareholdings

as at

31 March

2024

Unvested

share plan

awards

(subject to

performance

measures)

Unvested

share plan

awards (not

subject to

performance

measures)

Unvested

share plan

option

awards

Total shares

subject to

outstanding

share plan

awards

As at

1 April

2023

As at

31March

2024

Simon Carter 1,360,162 4,498 4,275 1,368,935 263,203 390,369 1,759,304

Bhavesh Mistry 880,842 41,528 4,275 926,645 164,288 221,155 1,147,800

Tim Score (Chair) 124,283 153,004 153,004

Mark Aedy 9,491 19,841 19,841

Lynn Gladden 18,339 18,339 18,339

Irvinder Goodhew 21,487 38,074 38,074

Alastair Hughes 7,371 7, 371 7, 37 1

Amanda Mackenzie – – –

Preben Prebensen 20,000 20,000 20,000

Mary Ricks – – –

Laura Wade-Gery 9,585 9,585 9,858

Loraine Woodhouse 12,123 17,725 17,725

Acquisitions of ordinary shares after the year end

In addition, on 9 April 2024, the following Non-Executive Directors were allotted shares at a price of 386.06 pence

pershare in full or part satisfaction of their fees:

Non-Executive Director

allotted

Tim Score 6,476

Irvinder Goodhew 3,787

Mark Aedy 2,377

137

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

The Executive Directors have purchased or been granted the following fully paid ordinary British Land shares under

the terms of the partnership, matching and dividend elements of the Share Incentive Plan:

Executive Director

Date of

purchase or

award

Purchase

price

Partnership

Matching

Simon Carter

15/04/24

14/05/24

379p

404p

Bhavesh Mistry

15/04/24

14/05/24

379p

404p

Other than as set out above, there have been no further changes from 31 March 2024 up to the date this Annual Report

was approved by the Board on 21 May 2024.

Shareholding guidelines

The shareholding guidelines (as a percentage of salary) for Executive Directors are 200% for the Chief Financial

Officer and 225% for the Chief Executive. In addition, Executive Directors are required to retain shares equal to the

level of this guideline (or if they have not reached the guideline, the shares that count at that time) for the two years

following their departure. There is no set timescale for Executive Directors to reach the prescribed guideline but they

are expected to retain net shares received on the vesting of long term incentive awards until the target is achieved.

Shares that count towards the holding guideline are those which are unfettered and beneficially owned by the

Executive Directors and their connected persons, conditional Share Incentive Plan shares and all vested awards

counttowards the requirement on a net of tax basis. Any LTIP performance shares or share options do not count.

The guideline shareholdings for the year ended 31 March 2024 are shown below based on the Volume Weighted

Average Price for 31 March 2024 of 395.3p:

Executive Director

Guideline as

percentage of

basic salary

Guideline

holding

Holding counting

toward guidelines at

31March 2024

% of Salary held

(Based on 31March

2024 shareholding)

Simon Carter 225 440,010 390,369 200

Bhavesh Mistry 200 255,519 221,155 173

Unvested share awards (subject to performance)

Executive Director

LTIP performance shares

Date of

grant

Number

outstanding at

31March 2024

Subject to

performance

measures

End of

performance

period

Vesting

date

Simon Carter

22/06/21

19/07/22

15/06/23

377,666

411,121

571,375

Yes

31/03/24

31/03/25

31/03/26

22/06/24

19/07/25

15/06/26

Bhavesh Mistry

02/08/21

19/07/22

15/06/23

238,945

268,599

373,298

Yes

31/03/24

31/03/25

31/03/26

02/08/24

19/07/25

15/06/26

Unvested share awards (not subject to performance)

Executive Director

Date of

grant

Number

outstanding at

31March 2024

Subject to

performance

measures

Vesting

date

Bhavesh Mistry

19/07/21

28,209

9,403

27/05/24

26/05/25

Unvested option awards (not available to be exercised)

Executive Director

Sharesave options

Date of grant

Number

outstanding at

31March 2024

Option price

pence

Subject to

performance

measures

End of

performance

period

Date becomes

exercisable

Exercisable

until

Simon Carter 22/06/22 4,275 421 No N/A 01/09/25 28/02/26

Bhavesh Mistry 22/06/22 4,275 421 No N/A 01/09/25 28/02/26

138

DIRECTOR’S REMUNERATION REPORT CONTINUED

Other disclosures

Relative importance of spend on pay

The graph below shows the amount spent on the remuneration for all employees (including Executive Directors)

relative to the amount spent on distributions to shareholders for the years to 31 March 2024 and 31 March 2023.

Thetotal cost of remunerating employees is unchanged from the prior year. The total cost of paying distributions

toshareholders for the year ended 31 March 2024 decreased by 1% compared with the year ended 31 March 2023.

2023/2024

£83

£213

22518045 90 135

2022/2023

£83

£215

Wages and salaries

Remuneration of employees

including Directors:

Annual Incentives

Social security costs

Pension costs

Equity-settled

share-based payments

PID cash dividends

paid to shareholders

Distribution

to shareholders:

PID tax withholding

Total shareholder return and Chief Executive’s remuneration

The table below sets out the total remuneration of the Chief Executive over the same period as the Total Shareholder

Return graph.

The Annual Incentive awards against maximum opportunity and LTIP vesting percentages represent the year end

awards and forecast vesting outcome for the Chief Executive. The quantum of Annual Incentive awards granted each

year and long term incentive vesting rates are given as a percentage of the maximum opportunity available.

Chief Executive

2014/15 2015/16 2016/17 2017/1 8 2018/19 2019/20 2020/21 2021/22 2022/23

2023/24

Chris

Grigg

Chris

Grigg

Chris

Grigg

Chris

Grigg

Chris

Grigg

Chris

Grigg CEO

Simon

Carter

Simon

Carter

Simon

Carter

Chief Executive’s single total

figure ofremuneration (£000)

6,551 3,623 1,938 2,279 1,653 1,534 1,644 1,919 1,658 2,512

Annual Incentive awards against

maximum opportunity (%)

96 67 33 63 36 28 53 91 58 79

Long term incentive

awards vesting rate against

maximum opportunity (%)

93 54 15 16 0 0 0 0 11 40

1. The amount shown for the 2020/2021 year is a blended figure, representing the remuneration paid to Chris Grigg (£1.093m) and Simon Carter (£0.551m) for the

respective periods thatthey served as CEO

2. Confirmed outcome

3. Estimated outcome

139

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Total shareholder return

The graph below shows British Land’s total shareholder return for the 10 years to 31 March 2024, which assumes that

£100 was invested on 1 April 2014. The Company chose the FTSE All-Share REIT’s sector as an appropriate comparator

for this graph because British Land has been a constituent of that index throughout the period.

Covid-19 pandemic Truss mini budget

Withdrawal from EU Ukraine War

Value (£)

31 March

2014

31 March

2015

31 March

2016

31 March

2017

31 March

2018

31 March

2019

31 March

2020

31 March

2021

31 March

2022

31 March

2023

31 March

2024

250

200

150

100

The British Land Company PLC

FTSE All-Share REIT’s sector

132

115.2

105.2

116.1

112.3

66.8

102.1

110.8

85.3

93.2

128.3

121.5 121.8

129.9

131.6

111.5

133.8

163.9

113.1

124.7

CEO pay ratio

The 2023/24 CEO pay ratio, prepared in line with Method A of the reporting regulations, is set out below, along with

historic data. In line with the method used last year, this method is considered to be the most comparable approach to

the Single Figure calculation used for the CEO. The pay data is based on employees as at 31 March 2024 and has been

analysed on a full-time equivalent basis, with pay for individuals working part-time increased pro-rata to the hours

worked. Employees on maternity/paternity leave have been included in the analysis.

The table below shows the movement in median ratio since 2019/20. The median pay ratio has increased in the year to

31 March 2024 driven primarily by better Company performance. This provided a higher CEO bonus outcome and

expected 40% vesting of the 2021 LTIP. This compares with 11% vesting for the 2020 LTIP in 2023 and 0% vesting in the

prior years under review. The median ratio is considered to be consistent with the pay and progression policies within

British Land as the remuneration policy for the CEO is set based on the same principles as the policy for the wider

employee population. As such, salaries for all employees are set to reflect the scope and responsibilities of their role

and take into account pay levels in the external market. The majority of staff are also eligible to receive a bonus, and

whilst variable pay represents a larger proportion of the CEO’s package, in all cases, there is a strong link between

payouts and the performance of both the Company and the individual. The Committee Chair has provided an

explanation of the relationship between reward and performance on page 125.

CEO pay ratio 2019/20 2020/21

2021/22 2022/23 2023/24

Method C A A A A

CEO single figure (£000) 1,534 1,644 1,919 1,736 2,512

Upper quartile 14:1 16:1 17:1 15:1 20:1

Median 22:1 23:1 26:1 22:1 30:1

Lower quartile 33:1 35:1 38:1 33:1 44:1

1. The 2020/21 single total figure of remuneration represents a blended amount calculated by reference to the amounts paid to Chris Grigg and Simon Carter

fortherespective periods that they served as Chief Executive during the year

The salary and total pay for the individuals identified at the Lower quartile, Median and Upper quartile positions in

2023/24 are set out below. Having reviewed the pay levels of these individuals it is felt that these are representative

ofthe structure and quantum of pay at these points in the distribution of employees’ pay.

2023/24 Employee pay

Salary

Total pay

Upper quartile 89,250 126,938

Median 65,835 84,878

Lower quartile 45,000 56,971

140

DIRECTOR’S REMUNERATION REPORT CONTINUED

Directors’ remuneration compared to

remuneration of British Land employees

The table below shows the percentage changes in

different elements of the Directors’ remuneration relative

to the previous financial year and the average percentage

changes in those elements of remuneration for employees

of the listed parent company The British Land Company

PLC. An explanation of the changes between 2023 and

2024 is provided below, with the explanation of changes

in prior periods available in the relevant Annual Report

and Accounts.

– Simon Carter and Bhavesh Mistry received a 3% salary

increase which became effective on 1 April 2023. This

compares with an average salary increase across the

organisation of 7%.

– The higher Annual Bonus % change for Simon and

Bhavesh compared with the prior year is as a result of

increased company performance and is consistent with

the change in bonuses across the organisation.

– Non-Executive Directors also received a 3% increase in

their basic fee effective from 1 April 2024. Those

Directors with a 2% change below have other Board

roles such as committee membership and chairing

roles, the fees for which were not increased. The Chair’s

fee remained unchanged.

– Lynn Gladden’s basic fee increase of 61% represents the

additional fee paid to her from May 2023 for chairing

the Innovation Advisory Council as disclosed on

page 130.

– The change in benefits for Non-Executive Directors

relates to taxable travel expenses, the tax and national

insurance for which is paid by the Company. Changes

are reflective of additional or fewer travel requirements

during the year. Although certain % changes look

relatively large, the actual amounts paid are small and

are disclosed with the prior year comparison on the

following page.

– Changes are only displayed where there are two full

years of fees to compare in order that there is a fair

comparison between years. Mary Ricks and Amanda

Mackenzie joined the Board during the year and

therefore there is no prior year data to compare with.

Remuneration

element

2024 vs 2023 2023 vs 2022 2022 vs 2021 2021 vs 2020

Base

salary/fees

% change

Benefits

%change

Annual

Bonus

%change

Base

salary/fees

% change

Benefits

%change

Annual

Bonus

%change

Base salary/

fees %

change

Benefits

%change

Annual

Bonus

%change

Base salary/

fees %

change

Benefits

%change

Annual

Bonus

%change

Simon Carter 3% 1% 41% 0% -2% -32% 35% -2.8% 117% n/a n/a n/a

Bhavesh Mistry 3% 1% 45% n/a n/a n/a n/a n/a n/a n/a n/a n/a

Tim Score 0% 0% n/a 0% 0% n/a 7% 0% n/a 20% 0% n/a

Mark Aedy 3% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Lynn Gladden 61% 62% n/a 0% 98% n/a 7% 100% n/a -6% 0% n/a

Irvinder Goodhew 3% 18% n/a 3% n/a n/a n/a n/a n/a n/a n/a n/a

Alastair Hughes 2% 0% n/a 0% n/a n/a 9% 0% n/a -3% 0% n/a

Amanda Mackenzie n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Preben Prebensen 2% 0% n/a 0% n/a n/a 12% 0% n/a 12% 0% n/a

Mary Ricks n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Laura Wade-Gery 2% 58% n/a 0% n/a n/a 13% 0% n/a 0% 0% n/a

Loraine Woodhouse 2% -100% n/a 0% n/a n/a n/a n/a n/a n/a n/a n/a

Average employees 7% 14% 31% 9% -7% -17% 6% -7% 50% 2% 1% 84%

The Committee reviews, takes advice and seeks information from both its independent adviser and the Human

Resources department on pay relatively within the wider market and the Company throughout the year. The CEO pay

ratio, ethnicity and gender pay ratio help to inform the Committee in its assessment of whether the level and structure

of pay within the Company is appropriate. The Committee is satisfied with the current Policy and feels the opportunity

and alignment are appropriate at the current time.

141

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Non-Executive Directors’ remuneration (audited)

The table below shows the fees paid to our Non-Executive Directors for the years ended 31 March 2024

and31 March 2023:

Chair and Non-Executive Directors

Fees

Taxable benefits

Total

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

Tim Score (Chair) 375 375 0 0 375 375

Mark Aedy 71 69 0 0 71 69

Lynn Gladden

124 77 6 4 30 81

Irvinder Goodhew 79 77 0 0 79 77

Alastair Hughes 98 96 0 0 98 96

Amanda Mackenzie

46 n/a 0 n/a 46 n/a

Preben Prebensen 97 95 0 0 97 95

Mary Ricks

28 n/a 8 n/a 36 n/a

Laura Wade-Gery 99 97 1 1 100 98

Loraine Woodhouse 94 92 0 1 94 93

1. Fees include the basic fee of £66,000 paid to each Non-Executive Director as well as Committee membership and Chair roles, with the exception of the Chair

2. Taxable benefits include the expenses incurred by Non-Executive Directors. The Company provides the tax gross up on these benefits and the figures shown

above are the grossed up values. There is no variable element to the Non-Executive Directors’ fees

3. Lynn Gladden’s 2024 fees include the fee paid to her to chair the Innovation Advisory Council

4. Amanda Mackenzie joined the Board on 1 September 2023

5. Mary Ricks joined the Board on 1 November 2023. Mary lives in the USA. Taxable benefits relate to hotel accommodation at the time of Board and

Committeemeetings

Remuneration Committee meeting governance

As at 31 March 2024, and throughout the year under review, the Committee was comprised wholly of independent

Non-Executive Directors. The members of the Committee, together with attendance at Committee meetings, are set

out in the table on page 125.

During the year ended 31 March 2024, Committee meetings were also part attended by Tim Score (Chair), Simon

Carter (Chief Executive), Bhavesh Mistry (Chief Financial Officer), Brona McKeown (HR Director, General Counsel and

Company Secretary), Kelly Barry (Reward Director) and Gavin Bergin (Head of Secretariat) other thanforany item

relating to their own remuneration. A representative from Korn Ferry also routinely attends Committee meetings.

The Committee Chair holds regular meetings with theChair, Chief Executive and HR Director, General Counsel and

Company Secretary to discuss all aspects of remuneration within British Land. She also meets the Committee’s

independent remuneration advisers, Korn Ferry, prior toeach substantive meeting to discuss matters of governance,

Remuneration Policy and any concerns theymay have.

How the Committee discharged its

responsibilities during the year

The Committee’s role and responsibilities have remained

unchanged during the year and are set out in full in its

terms of reference which can be found on the Company’s

website britishland.com/committees. The Committee’s

key areas of responsibility are:

– developing the performance conditions relating to the

Company’s 2030 Sustainability Strategy within the

approved 2022 Directors’ Remuneration Policy, in

respect of which the Committee received in-depth

technical briefings from subject matter experts from

the business;

– reviewing the Remuneration Policy and strategy for

members of the Executive Committee and other

members of executive management, whilst having

regard to pay and employment conditions across

theGroup;

– determining the total individual remuneration package

of each Executive Director, Executive Committee

member and other members of management;

– monitoring the extent to which performance measures

and conditions attached to all annual and long term

incentive awards have been met;

– determining the vesting and payment outcomes of

annual and long term incentive plans in respect of

Executive Directors and senior management; and

– selecting, appointing and setting the terms of reference

of any independent remuneration consultants.

142

DIRECTOR’S REMUNERATION REPORT CONTINUED

In addition to the Committee’s key areas of responsibility,

during the year ended 31 March 2024, the Committee also

considered the following matters:

– reviewing and recommending to the Board the

Remuneration Report to be presented for shareholder

approval; remuneration of the Executive Directors and

members of the Executive Committee including

achievement of corporate and individual performance;

and pay and Annual Incentive awards below

Board-level;

– granting discretionary share awards; reviewing and

setting performance measures for Annual Incentive

awards and Long Term incentives;

– reviewing the Committee’s terms of reference;

– feedback from the HR Director, General Counsel

andCompany Secretary and Remuneration

Consultantsfollowing consultation with the

British Land Leadership Team;

– the Committee was made aware of the results of

engagement surveys and any general themes that are

impacting employees. All-employee communications

were sent from Executive Committee members,

including the CEO, relating to wider Company

remuneration;

– considering gender and ethnicity pay gap reporting

requirements and outcomes; and

– receiving updates and training on corporate

governance and remuneration matters from the

independent remuneration consultant.

The Committee’s terms of reference have been reviewed

by the Committee during the year and no changes

weremade.

Remuneration consultants

Korn Ferry was appointed as independent remuneration

adviser by the Committee on 21 March 2017 following a

competitive tender process. Korn Ferry is a member of

the Remuneration Consultants Group and adheres to that

group’s Code of Conduct. The Committee assesses the

advice given by its advisers to satisfy itself that it is

objective and independent. The advisers have private

discussions with the Committee Chair at least once a year

in accordance with the Code of Conduct. Fees, which are

charged on a time and materials basis, were £66,278

(excluding VAT). Korn Ferry also provided general

remuneration advice to the Company during the year.

Voting at the AGM

The table below shows the voting outcomes of the

resolutions put to shareholders regarding the Directors’

Remuneration Report and Remuneration Policy at the

AGM in July 2023 and July 2022 respectively.

Resolution

Votes

for

Votes

against

against Total votes cast

Total votes

withheld

Directors’ Remuneration Report (2023) 610,298,012 92.51 49,400,196 7.49 659,698,208 107,048

Directors’ Remuneration Policy (2022) 631,747,807 96.24 24,675,598 3.76 656,423,405 695,944

Service contracts and letters of appointment

The letters of appointment of Non-Executive Directors are subject to renewal on a triennial basis. In accordance

withthe UK Corporate Governance Code, all Directors stand for appointment or reappointment by the Company’s

shareholders on an annual basis. The Directors’ service contracts and letters of appointment are available for

inspection during normal business hours at the Company’s registered office and at the AGM.

Executive Director service contracts

All Executive Directors have rolling service contracts with the Company which have notice periods of 12 months

oneither side.

Director

Length of

service contract

Date of

service contract

Normal notice period tobe

given by either party

Simon Carter 12 months 18 November 2020 12 months

Bhavesh Mistry 12 months 19 July 2021 12 months

Executive Directors’ external appointments

Executive Directors may take up one non-executive directorship at another FTSE company, subject to British Land

Board approval. The Executive Directors do not currently hold any paid external appointments.

143

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Chair and Non-Executive Directors letters of appointment

The unexpired terms of the Chair’s and Non-Executive Directors’ letters of appointment are shown below:

Director

Original date

ofappointment

Effective date of

appointment in most recent

letter of appointment

Unexpired term at

21 May 2024

(months)

Tim Score (Chair) 20 March 2014 15 May 2023 2

Preben Prebensen (SID) 1 September 2017 1 September 2020 2

Mark Aedy 1 September 2021 1 September 2021 14

Lynn Gladden 20 March 2015 24 May 2021 2

Irvinder Goodhew 1 October 2020 1 October 2020 2

Alastair Hughes 1 January 2018 1 January 2021 2

Amanda Mackenzie 1 September 2023 1 September 2023 38

Mary Ricks 1 November 2023 1 November 2023 38

Laura Wade-Gery 13 May 2015 24 May 2021 2

Loraine Woodhouse 1 March 2021 1 March 2021 2

Although the Chair’s and Non-Executive Directors’ appointments are for fixed terms, their appointments may be

terminated immediately without notice if they are not reappointed by shareholders or if they are removed from the

Board under the Company’s Articles of Association or if they resign and do not offer themselves for re-election. In

addition, their appointments may be terminated by either the individual or the Company giving three months’ written

notice of termination (or, for the current Chair, six months’ written notice of termination). Despite these terms of

appointment, neither the Chair nor the Non-Executive Directors are entitled to any compensation (other than accrued

and unpaid fees and expenses for the period up to the termination) for loss of office save that the Chair and Non-

Executive Directors may be entitled, in certain limited circumstances, such as corporate transactions, to receive

payment in lieu of their notice period where the Company has terminated their appointment with immediate effect.

This Remuneration Report was approved by the Board on 21 May 2024.

Laura Wade-Gery

Chair of the Remuneration Committee

144

DIRECTORS’ REPORT AND ADDITIONAL DISCLOSURES

The Directors present their Report on the affairs of the Group, together with the audited

financial statements and the report of the auditor for the year ended 31 March 2024.

The Directors’ Report also encompasses the entirety of our Corporate Governance Report from pages 92 to 143 and

Other Information section from pages 228 to 240 for the purpose of section 463 of the Companies Act 2006 (the

‘Act’). The Directors’ Report and Strategic Report together constitute the Management Report for the year ended

31 March 2024 for the purpose of Disclosure and Transparency Rule 4.1.8R. Information that is relevant to this Report,

and which is incorporated by reference and including information required in accordance with the Act and or Listing

Rule 9.8.4R, can be located in the following sections:

Information Section in Annual Report Page

Engagement with stakeholders Strategic Report 12 to 15

Future developments of the business of the Company Strategic Report 22 to 33

Dividends Strategic Report 38

Financial instruments – risk management objectives and policies Strategic Report 40 to 42

Viability and going concern statements Strategic Report 59

Employment policies and employee involvement Strategic Report 73

Sustainability governance Strategic Report 76 to 77

Greenhouse gas emissions, energy consumption and efficiency Strategic Report 86 to 87

Governance arrangements Governance 97

Long term incentive schemes (LR 9.8.4 (4)) Directors’ Remuneration Report 135

Capitalised interest (LR 9.8.4 (1)) Financial Statements 171 and 177

Exposure to risks Financial Statements 190 to 200

Additional unaudited financial information (LR 9.8.4 (2)) Other Information (unaudited) 228 to 240

AGM

The 2024 AGM will be held at 11:30am

on 9 July 2024 at Storey Club,

100 Liverpool Street, EC2M 2RH.

A separate circular, comprising a

letter from the Chair of the Board,

Notice of Meeting and explanatory

notes on the resolutions being

proposed, has been circulated to

shareholders and is available on

our website britishland.com/agm.

Articles of Association

The Company’s Articles of

Association (the ‘Articles’) may only

be amended by special resolution at

a general meeting of shareholders.

Subject to applicable law and the

Articles, the Directors may exercise

all powers of the Company.

THE ARTICLES ARE

AVAILABLE ON THE

COMPANY’S WEBSITE

BRITISHLAND.COM/

GOVERNANCE

Board of Directors

The names and biographical details

of the Directors and details of the

Board Committees of which they are

members are set out on pages 98

to 101 and are incorporated into

this Report by reference. Changes

to the Directors during the year

and up to the date of this Report

are set out on page 92 to 93.

TheCompany’s current Articles

require any new Director to stand for

election at the next AGM following

their appointment. However, in

accordance with the Code and the

Company’s current practice, all

continuing Directors offer themselves

for appointment or re-appointment,

as required, at the AGM.

Details of the Directors’ interests in

the shares of the Company and any

awards granted to the Executive

Directors under any of the Company’s

all-employee or executive share

schemes are given in the Directors’

Remuneration Report on page 137.

The service agreements of the

Executive Directors and the letters

ofappointment of the Non-Executive

Directors are also summarised in

the Directors’ Remuneration Report

and are available for inspection at

the Company’s registered office.

The appointment and replacement

of Directors is governed by the

Articles, the Code, the Act and any

related legislation. The Board may

appoint any person to be a Director

so long as the total number of

Directors does not exceed the limit

of 20 prescribed in the Articles. The

Articles provide that the Company

may by ordinary resolution at a

general meeting appoint any person

to act as a Director, provided that

notice is given of the resolution

identifying the proposed person by

name and that the Company receives

written confirmation of that person’s

willingness to act as Director if they

have not been recommended by the

Board. The Articles also empower

the Board to appoint as a Director

any person who is willing to act

as such. In addition to any power

of removal conferred by the Act, the

Articles provide that the Company

may by ordinary resolution (and

without the need for any special

notice) remove any Director from

office. The Articles also set out the

circumstances in which a person

shall cease to be a Director.

The Articles require that at each

AGM each person who is a Director

shall retire from office on a specific

date selected by the Board. The

date selected shall be not more

than 14 days before, and no later

than, the date of the notice of

AGM. A Director who retires

at an AGM shall be eligible for

reappointment by the shareholders.

145

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

Directors’ interests in

contracts and conflicts

ofinterest

No contract existed during the

year in relation to the Company’s

business in which any Director

was materially interested.

The Company’s procedures for

managing conflicts of interest

by the Directors are set out on

page 115. Provisions are also

contained in the Articles which

allow the Directors to authorise

potential conflicts of interest.

Directors’ liability

insuranceand indemnity

The Company maintains Directors’

and Officers’ liability insurance cover

in respect of any potential legal

action brought against its Directors.

‘Qualifying third party indemnity’

provisions (as defined by Section 234

of the Companies Act 2006) were in

force during the course of the year

ended 31 March 2024 for the benefit

of the then Directors of the Company,

and at the date of this Report, are in

force for the benefit of the Directors

of the Company in relation to certain

losses and liabilities which they may

incur (or have incurred) in connection

with their duties, power or office.

Share capital

The Company has one class of shares,

being ordinary shares of 25p each,

all of which are fully paid. Holders of

ordinary shares are entitled to attend

and speak at general meetings of

the Company and to appoint one

or more proxies or, if the holder of

shares is a corporation, one or more

corporate representatives. On a show

of hands, each holder of ordinary

shares shall have one vote, as shall

proxies. On a poll, every holder of

ordinary shares present in person

or by proxy shall have one vote

for every share for which they are

a holder. There are no restrictions

on voting rights or the transfer

of shares except in relation to Real

Estate Investment Trust restrictions.

The Directors were granted

authority at the 2023 AGM to allot

relevant securities up to a nominal

amount of £77,256,753 as well as an

additional authority to allot shares

to the same value again for a fully

pre-emptive offer. This authority

will apply until the conclusion

of the 2024 AGM or the close of

business on 30 September 2024,

whichever is the sooner. At this

year’s AGM, shareholders will

be asked to renew the authority

to allot relevant securities.

At the 2023 AGM a special resolution

was also passed to permit the

Directors to allot shares for cash on

a non-pre-emptive basis. This can

be both in connection with a pre-

emptive offer and, otherwise than

in connection with a pre-emptive

offer, up to a maximum nominal

amount of £11,588,512. A further

special resolution was passed to

permit the Directors to allot shares

for cash on a non-pre-emptive basis

up to the same amount for use only

in connection with an acquisition or

a specified capital investment. At

this year’s AGM, shareholders will

be asked to renew such powers up

to the maximum amount permitted

by the Statement of Principles on

Disapplying Pre-Emption Rights

published by the Pre-Emption

Group in November 2022.

At the 2023 AGM a special resolution

was passed to permit the purchase

of up to 92,708,103 ordinary shares.

This authority will expire at the

earlier of the conclusion of the

2024 AGM or close of business on

30 September 2024. The Company

made no purchases of its own

shares into treasury during the year

pursuant to the above authority.

The Company continued to

hold 11,266,245 ordinary shares

in treasury during the whole of

the year ended 31 March 2024

and to the date of this Report.

FURTHER DETAILS

RELATINGTO SHARE

CAPITAL, INCLUDING

MOVEMENTS DURING THE

YEAR, ARE SETOUT IN

NOTE19 TO THE FINANCIAL

STATEMENTS ON PAGES

202TO 203

Rights under an employee

share scheme

Employee Benefit Trusts (EBTs)

operate in connection with some

of the Company’s employee share

plans. The trustees of the EBTs

may exercise all rights attached to

the Company’s ordinary shares in

accordance with their fiduciary duties

other than as specifically restricted

in the documents which govern the

relevant employee share plan.

Waiver of dividends

Blest Limited and Equiniti Share

Plan Trustees Limited act as trustees

(Trustees) of the Companies

discretionary Employee Share

Trust (EST) and Share Incentive

Plan, respectively. The EST holds

and, from time to time, purchases

British Land ordinary shares in the

market, for the benefit of employees,

including to satisfy outstanding

awards under the Company’s

various executive employee share

plans. Dividend waivers are in place

from the Trustees in respect of all

dividends payable by the Company

on shares which they hold in trust.

Substantial interests

All notifications made to British

Land under the Disclosure and

Transparency Rules (DTR 5)

are published on a Regulatory

Information Service and made

available on the Investors

section of our website.

As at 31 March 2024, the Company

had been notified of the interests

noted below in its ordinary shares

in accordance with DTR 5. The

information provided is correct

at the date of notification.

Interests

in ordinary

Percentage

holding

disclosed

Norges Bank 64,664,412 6.98%

BlackRock Inc. 73,048,930 7. 86%

APG Asset

Management

N.V.

55,244,122 5.96%

Schroders plc 49,576,536 5.35%

Invesco Ltd 45,871,686 4.95%

Since the year end, and up to

21 May 2024, the Company had

not received any notifications

of interest in its ordinary shares

in accordance with DTR 5.

Change of control

There are a number of agreements

that could take effect, alter or

terminate upon a change of control of

the Company. The Group’s unsecured

borrowing arrangements, comprising

£2.6bn term loans and facilities

(including undrawn amounts), £585m

US Private Placements and £300m

Sterling bond, include provisions that

may enable each of the lenders or

bondholders to request repayment

or have a put at par within a certain

period following a change of control

of the Company. In the case of the

Sterling bond this arises if the change

of control also results in a rating

downgrade to below investment

grade. Further detail on the Group’s

borrowings is set out in Note 16

to the Accounts on page 190.

146

There are no agreements between

the Company and its Executive

Directors or employees providing for

compensation for loss of office or

employment that occurs specifically

because of a takeover, merger or

amalgamation with the exception

of provisions in the Company’s

share plans which could result in

options and awards vesting or

becoming exercisable on a change

of control. All appointment letters

for Non-Executive Directors will,

as they are renewed, contain a

provision that allows payment

of their notice period in certain

limited circumstances, such as

corporate transactions, where the

Company has terminated their

appointment with immediate effect.

Payments policy

We recognise the importance

of good supplier relationships

to the overall success of our

business. We manage dealings

with suppliers in a fair, consistent

and transparent manner.

FOR MORE INFORMATION

PLEASE VISIT THE SUPPLIERS

SECTION OF OUR WEBSITE

AT BRITISHLAND.COM/

SUPPLIERS

Events after the balance

sheet date

Details of subsequent events, if any,

can be found in Note 24 on page 206.

Political donations and

expenditure

The Company and its subsidiaries

did not make any political donations

or incur any expenditure during the

year ended 31 March 2024 (nil).

Inclusive culture

British Land employees are

committed to promoting an inclusive,

positive and collaborative culture.

Our 2030 DE&I Strategy sets out

our commitments and goals to

make British Land the most inclusive

organisation it can be. We treat

everyone equally irrespective of age,

sex, sexual orientation, race, colour,

nationality, ethnic origin, religion,

religious or other philosophical

belief, disability, gender identity,

gender reassignment, marital or

civil partner status, or pregnancy

or maternity. As stated in our

Equal Opportunities Policy, British

Land treats ‘all colleagues and

job applicants with equality. We

do not discriminate against job

applicants, employees, workers

or contractors because of any

protected characteristic. This applies

to all opportunities provided by the

Company, including, but not limited

to, job applications, recruitment and

interviews, training and development,

role enrichment, conditions of

work, salary and performance

reviews’. The Company ensures

that our policies are accessible to

all employees, making reasonable

adjustment when required.

Through its policies and more

specifically the Equal Opportunities,

Disability and Workplace Adjustment

and Recruitment and Selection

policies, the Company ensures

that entry into, and progression

within, the Company is based

solely on personal ability and

competence to meet set job criteria.

Should an employee, worker or

contractor become disabled in

the course of their employment/

engagement, the Company aims

to ensure that reasonable steps

are taken to accommodate their

disability by making reasonable

adjustments to their existing

employment/engagement.

Community investment

Our financial community

investment during the year

totalled £1.3m (for the year ended

31 March 2023: £2,215,216). Of

this, £1m came from the Social

Impact Fund which is managed by

the Social Impact Committee and

overseen by the ESG Committee.

The Company also supports

employee fundraising and payroll

giving which are included in the

figures above. For the year ended

31 March 2024, this covered:

– 50% uplift of British Land staff

payroll giving contributions

(capped at £5,000 per person and

£50,000 per annum for the whole

organisation); and

– a staff matched funding pledge,

matching money raised for

community organisations by British

Land staff up to £500 per person

per year.

Our community investment is guided

by our Local Charter, working with

local partners to make a lasting

positive difference:

– Impactful education partnerships,

benefitting over 80,000 people

by2030

– Impactful employment

partnerships, benefitting over

10,000 people with meaningful

support by 2030

– Affordable space at each priority

place, with at least £10m of

affordable workspace, retail space,

community and art space delivered

across our portfolio by 2030

Through our community investment

and social impact activity, we

connect with communities where

we operate, make positive local

contributions, help people fulfil

their potential, help businesses

grow, and promote wellbeing

and enjoyment. This all supports

a key plank of our Sustainability

Strategy, Thriving Places.

Auditor and disclosure

of information

PwC has indicated its willingness

to remain in office and, on

the recommendation of the Audit

Committee, a resolution to reappoint

PwC as the Company’s auditor will

be proposed at the 2024 AGM.

The Directors’ Report was approved

by the Board on 21 May 2024

and signed on its behalf by:

Brona McKeown

HR Director, General Counsel

andCompany Secretary

The British Land Company PLC

Company number: 621920

DIRECTORS’ REPORT AND ADDITIONAL DISCLOSURES CONTINUED

147

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024CORPORATE GOVERNANCE

The Directors are responsible for

preparing the Annual Report and

Financial Statements in accordance

with applicable law and regulation.

Company law requires the Directors

to prepare Financial Statements for

each financial year. Under that law

the Directors have prepared the

Group Financial Statements in

accordance with UK-adopted

International Accounting Standards

and the Company Financial

Statements in accordance with

United Kingdom Generally Accepted

Accounting Practice (United

Kingdom Accounting Standards,

comprising FRS 101 “Reduced

Disclosure Framework”, and

applicable law).

Under company law, Directors must

not approve the Financial Statements

unless they are satisfied that they

give a true and fair view of the state

of affairs of the Group and Company

and of the profit or loss of the Group

for that period. In preparing the

Financial Statements, the Directors

are required to:

– select suitable accounting policies

and then apply them consistently;

– state whether applicable UK-

adopted International Accounting

Standards have been followed for

the Group Financial Statements

and United Kingdom Accounting

Standards, comprising FRS 101,

have been followed for the

Company Financial Statements,

subject to any material departures

disclosed and explained in the

Financial Statements;

– make judgements and accounting

estimates that are reasonable and

prudent; and

– prepare the Financial Statements

on the going concern basis unless it

is inappropriate to presume that

the Group and Company will

continue in business.

The Directors are responsible for

safeguarding the assets of the Group

and Company and hence for taking

reasonable steps for the prevention

and detection of fraud and other

irregularities.

The Directors are also responsible

for keeping adequate accounting

records that are sufficient to

show and explain the Group’s and

Company’s transactions and disclose

with reasonable accuracy at any

time the financial position of the

Group and Company and enable

them to ensure that the Financial

Statements and the Directors’

Remuneration Report comply

with the Companies Act 2006.

The Directors are responsible for

themaintenance and integrity of the

Company’s website. Legislation in

theUnited Kingdom governing the

preparation and dissemination of

Financial Statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the

Annual Report and Accounts, taken

as a whole, is fair, balanced and

understandable and provides the

information necessary for

shareholders to assess the Group’s

and Company’s position and

performance, business model

andstrategy.

Each of the Directors, whose names

and functions are listed in the

Corporate Governance Report on

pages 98 to 101, confirms that, to the

best of their knowledge:

– the Group Financial Statements,

which have been prepared in

accordance with UK-adopted

International Accounting

Standards, give a true and fair view

of the assets, liabilities, financial

position and profit of the Group;

– the Company Financial Statements,

which have been prepared in

accordance with United Kingdom

Accounting Standards, comprising

FRS 101, give a true and fair view of

the assets, liabilities and financial

position of the Company; and

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RESPECT OF THE FINANCIAL STATEMENTS

– the Strategic Report and Directors’

Report, which represent the

management report, include a fair

review of the development and

performance of the business and

the position of the Company and

the Group, together with a

description of the principal risks

and uncertainties that it faces.

In the case of each Director in office

at the date the Directors’ Report

isapproved:

– so far as the Director is aware,

there is no relevant audit

information of which the Group’s

and Company’s auditors are

unaware; and

– they have taken all the steps that

they ought to have taken as a

Director in order to make

themselves aware of any relevant

audit information and to establish

that the Group’s and Company’s

auditors are aware of that

information.

Bhavesh Mistry

Chief Financial Officer

21 May 2024

148

FINANCIAL

STATEMENTS

20 Triton Street

Regent’s Place

Broadgate: air source

heat pump installation

149

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

FINANCIAL

STATEMENTS

Canada Water

Plant giveaway

Broadgate

150

INDEPENDENT AUDITORS’ REPORT TO

THE MEMBERS OF THE BRITISH LAND

COMPANY PLC

Report on the audit of the financial

statements

Opinion

In our opinion:

– The British Land Company PLC’s group financial

statements and company financial statements (the

“financial statements”) give a true and fair view of the

state of the group’s and of the company’s affairs as at

31 March 2024 and of the group’s profit and the group’s

cash flows for the year then ended;

– the group financial statements have been properly

prepared in accordance with UK-adopted international

accounting standards as applied in accordance with the

provisions of the Companies Act 2006;

– the company financial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom

Accounting Standards, including FRS 101 “Reduced

Disclosure Framework”, and applicable law); and

– the financial statements have been prepared in

accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements, included within

the Annual Report and Accounts 2024 (the “Annual

Report”), which comprise: the Consolidated and

Company Balance Sheets as at 31 March 2024; the

Consolidated Income Statement, the Consolidated

Statement of Comprehensive Income, the Consolidated

Statement of Cash Flows, and the Consolidated and

Company Statements of Changes in Equity for the year

then ended; and the notes to the financial statements,

comprising material accounting policy information and

other explanatory information.

Our opinion is consistent with our reporting to the

AuditCommittee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable

law. Our responsibilities under ISAs (UK) are further

described in the Auditors’ responsibilities for the audit of

the financial statements section of our report. We believe

that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance

with the ethical requirements that are relevant to our

audit of the financial statements in the UK, which includes

the FRC’s Ethical Standard, as applicable to listed public

interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare

thatnon-audit services prohibited by the FRC’s Ethical

Standard were not provided.

Other than those disclosed in Note 5, we have provided

no non-audit services to the company or its controlled

undertakings in the period under audit.

Our audit approach

Overview

Audit scope

– We tailored the scope of our audit to ensure that we

performed enough work to be able to give an opinion

on the financial statements as a whole. The group

financial statements are prepared on a consolidated

basis, and the audit team carries out an audit over the

consolidated group balances in support of the group

audit opinion.

– The group’s properties are spread across a number of

statutory entities with the group financial statements

being a consolidation of these entities, the company

and the group’s joint ventures. All work was carried

outby the group audit team with additional procedures

performed on the consolidation to ensure sufficient

coverage for our opinion on the group financial

statements as a whole.

Key audit matters

– Valuation of investment and development properties,

either held directly or through joint ventures (group)

– Taxation (group)

– Recoverability of investments and loans to subsidiaries

and joint ventures (company)

Materiality

– Overall group materiality: £79.7 million (2023:

£82.9million) based on 1% of total assets.

– Specific group materiality: £13.5 million (2023:

£13.3million) based on 5% of the group’s Underlying

Profit before tax.

– Overall company materiality: £71.8 million (2023:

£74.6million) based on 1% of total assets.

– Performance materiality: £59.8 million (2023:

£62.1million) (group) and £53.8 million (2023:

£56.0million) (company).

The scope of our audit

As part of designing our audit, we determined materiality

and assessed the risks of material misstatement in the

financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’

professional judgement, were of most significance in the

audit of the financial statements of the current period and

include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified

bythe auditors, including those which had the greatest

effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the

engagement team. These matters, and any comments

wemake on the results of our procedures thereon, were

addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion

onthese matters.

This is not a complete list of all risks identified by

ouraudit.

151

FINANCIAL STATEMENTS BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Accounting for the Paddington Central partial disposal

and joint venture arrangement and the recoverability of

tenant debtors and tenant incentives, which were key

audit matters last year, are no longer included because

ofthe fact that the Paddington transaction occurred and

was tested in the prior year, whilst the inherent

uncertainty related to the impairment provisioning of

tenant debtors and tenant incentives, which was driven

by the Covid-19 pandemic, no longer has the potential

tomaterially impact the carrying amount of these assets

within the next financial year. Otherwise, the key audit

matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation of investment and development properties,

either held directly or through joint ventures (group)

Refer to the Report of the Audit Committee, Notes to

the financial statements – Note 1 (Basis of preparation,

material accounting policies and accounting judgements),

Note 10 (Property) and Note 11 (Joint ventures).

The group owns either directly or through joint ventures

a portfolio of property consisting of Campuses,

Retail & London Urban Logistics and Developments.

The total property portfolio valuation for the group

was £5,130 million (2023: £5,595 million) and for the

group’s share of joint ventures was £3,568 million

(2023: £3,316 million) as at 31 March 2024.

The valuations were carried out by third party valuers

CBRE, Jones Lang LaSalle, Cushman & Wakefield and

Knight Frank (the ‘Valuers’). The Valuers were engaged

by the directors and performed their work in accordance

with the Royal Institute of Chartered Surveyors (‘RICS’)

Valuation – Global Standards and IFRS 13 (Fair Value

Measurement).

In determining the valuation of a property, the Valuers

take into account property-specific information such

as the current tenancy agreements and rental income.

They apply assumptions for yields and estimated market

rent, which are influenced by prevailing market yields

and comparable market transactions, to arrive at the

final valuation. For developments, the residual appraisal

method is used, by estimating the fair value of the

completed project using a capitalisation method less

estimated costs to completion and a risk premium. The

valuation of the group’s property portfolio was identified

as a key audit matter given the valuation is inherently

subjective due to, among other factors, the individual

nature of each property, its location and the expected

future rental streams for that particular property. The

significance of the estimates and judgements involved,

coupled with the fact that only a small percentage

difference in individual property valuations, when

aggregated, could result in a material misstatement,

warranted specific audit focus in this area.

Given the inherent subjectivity involved in the valuation

of investment and development properties, either held

directly or through joint ventures, and therefore the

need for deep market knowledge when determining the

most appropriate assumptions and the technicalities

of valuation methodology, we engaged our internal

valuation experts to assist us in our audit of this matter.

Assessing the Valuers’ expertise and objectivity

We assessed the Valuers’ qualifications and expertise

and read their terms of engagement with the group to

determine whether there were any matters that might

have affected their objectivity or may have imposed

scope limitations upon their work. We also considered

fees and other contractual arrangements that might

exist between the group and the Valuers. We found no

evidence to suggest that the objectivity of the Valuers

was compromised.

Assumptions and estimates used by the Valuers

We read the valuation reports for the properties and

confirmed that the valuation approach for each was in

accordance with RICS Valuation – Global Standards.

We obtained details of each property held by the group

and set an expected range for yield and capital value

movement, determined by reference to published

benchmarks and using our experience and knowledge

of the market. We compared the investment yields used

by the Valuers with the range of expected yields and

the year on year capital movement to our expected

range. We also considered the reasonableness of other

assumptions that were not so readily comparable with

published benchmarks, such as estimated rental value.

For developments valued using the residual valuation

method, we obtained the development appraisals

and assessed the reasonableness of the Valuers’ key

assumptions. This included comparing the yield to

comparable market benchmarks, comparing the costs to

complete estimates to development plans and contracts,

and considering the reasonableness of other assumptions

that are not so readily comparable with published

benchmarks, such as profit on cost. We held discussions

with each of the Valuers and challenged their approach

to the valuations, the key assumptions and their rationale

behind the more significant valuation movements during

the year.

Where assumptions were outside the expected range

or showed unexpected movements based on our

knowledge, we undertook further investigations, held

further discussions with the Valuers and obtained

evidence to support explanations received. We also

challenged the Valuers as to the extent to which recent

market transactions and expected rental values which

they made use of in deriving their valuations took into

account the impact of climate change.

The valuation commentaries provided by the Valuers

and supporting evidence, enabled us to consider the

property specific factors that may have had an impact

onvalue, including recent comparable transactions

whereappropriate.

We concluded that the assumptions used in the

valuations were supportable in light of available

andcomparable market evidence.

152

Key audit matter How our audit addressed the key audit matter

Information and standing data

We performed testing on the data inputs underpinning

the investment properties by agreeing the inputs to the

underlying property records on a sample basis, to satisfy

ourselves of the accuracy of the property information

supplied to the Valuers by management. Where

applicable, we agreed tenancy information to supporting

evidence on a sample basis. For developments,

we confirmed that the supporting information for

construction contracts and budgets, which was supplied

to the Valuers, was also consistent with the group’s

records, for example, by inspecting construction

contracts. Capitalised expenditure was tested on a

sample basis to invoices, and budgeted costs to complete

compared to supporting evidence. We agreed the

amounts per the valuation reports to the accounting

records and the financial statements, including the

relevant note disclosures. We considered reasons why

themarket capitalisation was lower than the net asset

value of the group.

Overall outcome

We have no matters to report in respect of this work.

Taxation (group)

Refer to the Report of the Audit Committee, the Notes

to the financial statements – Note 1 (Basis of preparation,

material accounting policies and accounting judgements)

and Note 7 (Taxation).

The UK Real Estate Investment Trust (‘REIT’) regime

grants companies tax-exempt status provided they meet

the rules within the regime. The rules are complex, and

the tax-exempt status has a significant impact on the

financial statements. The complexity of the rules creates

a risk of an inadvertent breach and the group’s profit

becoming subject to tax.

The group’s status as a REIT underpins its business model

and shareholder returns. For this reason, it warrants

special audit focus. The obligations of the REIT regime

include requirements to comply with balance of business,

dividend and income cover tests. Tax provisions are in

place to account for the risk of challenge of certain of

the group’s tax positions. Given the subjective nature

ofthese provisions, additional audit focus was placed

ontaxprovisions.

We confirmed our understanding of management’s

approach to ensuring compliance with the REIT regime

rules and we involved our internal taxation specialists to

verify the accuracy of the application of the rules.

We obtained management’s calculations and supporting

documentation, verified the inputs to their calculations

and re-performed the group’s annual REIT compliance

tests. We used our knowledge of tax circumstances

and, by reading relevant correspondence between the

group and HMRC and the group’s external tax advisors,

we are satisfied that the assumptions and judgements

used by the group in determining the tax provisions

arereasonable.

We have no matters to report in respect of this work.

INDEPENDENT AUDITORS’ REPORT CONTINUED

153

FINANCIAL STATEMENTS BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

Key audit matter How our audit addressed the key audit matter

Recoverability of investments and loans to subsidiaries

and joint ventures (company)

Refer to the Notes to the company financial statements

– Note A Accounting policies (Critical accounting

judgements and key sources of estimation uncertainty)

and Note D (Investments in subsidiaries and joint

ventures, loans to subsidiaries and other investments).

The company has investments and loans to subsidiaries of

£22,786 million (2023: £23,140 million) and investments

in joint ventures £157 million (2023: £111 million) as at

31 March 2024. This is following the recognition of a

£275 million (2023: £354 million) provision for impairment

in shares in subsidiaries, a provision for impairment of

£68 million (2023: reversal of £1,350 million impairment)

in loans to subsidiaries, and a £9 million reversal

of (2023: £36 million provision for) impairment on

investments in joint ventures in the year. The company’s

accounting policy for investments and loans is to hold

them at cost less any impairment. Impairment of the

loans is calculated in accordance with IFRS 9 Financial

Instruments, where expected credit losses are considered

to be the excess of the company’s loan to a subsidiary

over the subsidiary net asset value. Investments

in subsidiaries and joint ventures are assessed for

impairment in line with IAS 36 Impairment of Assets.

The company considered the impairment of investment

and loan balances at 31 March 2024 in accordance with

IAS 36, IFRS 9 and its accounting policy. Given the

inherent estimation and complexity in assessing both the

carrying value of a subsidiary or joint venture company,

and the expected credit loss of intercompany loans, this

was identified as a key audit matter.

We obtained management’s impairment assessments for

the recoverability of investments and loans in subsidiaries

and investment in joint ventures as at 31 March 2024.

We assessed the accounting policies for investments

and loans in subsidiaries and investment in joint ventures

to ensure they were compliant with FRS 101 “Reduced

Disclosure Framework”. We verified that the methodology

used by management in arriving at the carrying value of

the investments in subsidiaries and joint ventures was

in line with IAS 36, and that for loans to subsidiaries the

expected credit loss was in line with IFRS 9, including the

related provision or reversal of impairment. We identified

the key estimate within the assessment of impairment of

the investments and loans to subsidiaries and investments

in joint ventures to be the underlying valuation of

investment property held by the subsidiaries and joint

ventures. For details of our procedures over investment

property valuations please refer to the related group key

audit matter above. Given the complexity and the manual

nature of the models, we assessed the integrity of the

spreadsheets and recalculated the provisions. We have

nomatters to report in respect of this work.

was carried out by the group audit team with additional

procedures performed at the group level (including audit

procedures over the consolidation and consolidation

adjustments) to ensure sufficient coverage and

appropriate audit evidence for our opinion on the group

financial statements as a whole.

The group operates a common IT environment, processes

and controls across all reportable segments. In

establishing the overall approach to our audit, we

assessed the risk of material misstatement, taking into

account the nature, likelihood and potential magnitude of

any misstatement. Following this assessment, we applied

professional judgement to determine the extent of testing

required over each balance in the financial statements.

In respect of the audit of the company, the group audit

team performed a full scope statutory audit.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we

performed enough work to be able to give an opinion on

the financial statements as a whole, taking into account

the structure of the group and the company, the

accounting processes and controls, and the industry in

which they operate.

The group owns and invests in a number of investment

and development properties in two segments, Campuses

and Retail & London Urban Logistics, across the United

Kingdom. These are held within a variety of subsidiaries

and joint ventures with the group financial statements

being a consolidation of these entities, the company and

the group’s joint ventures. The Broadgate Joint Venture

was subject to a full scope audit, and the Meadowhall,

Paddington Central and Canada Water Joint Ventures

were scoped in for specific account balances. All work

154

INDEPENDENT AUDITORS’ REPORT CONTINUED

The impact of climate risk on our audit

In planning our audit, we made enquiries with

management to understand the extent of the potential

impact of climate change risk on the financial statements.

Our evaluation of this conclusion included challenging key

judgements and estimates in areas where we considered

that there was greatest potential for climate change

impact. We particularly considered how climate change

risks would impact the assumptions made in the valuation

of investment properties as explained in our key audit

matter above. We also considered the consistency of the

disclosures in relation to climate change made within the

Annual Report, the financial statements and the

knowledge obtained from our audit. We assessed the

consideration of the cost of delivering the group’s climate

change and sustainability strategy within the going

concern and viability forecasts.

Materiality

The scope of our audit was influenced by our application

of materiality. We set certain quantitative thresholds

formateriality. These, together with qualitative

considerations, helped us to determine the scope of

ouraudit and the nature, timing and extent of our audit

procedures on the individual financial statement line

items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on

thefinancial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality £79.7 million (2023: £82.9 million). £71.8 million (2023: £74.6 million).

How we determined it 1% of total assets 1% of total assets

Rationale for benchmark applied A key determinant of the group's

value is property investments. Due to

this, the key area of focus in the audit

is the valuation of investment and

development properties, either held

directly or through joint ventures.

On this basis, and consistent with

the prior year, we set an overall

group materiality level based on

totalassets.

The company’s main activity is

the investments in and loans to

subsidiaries and joint ventures.

Given this, we set an overall

company materiality level based

on total assets. For purposes of the

group audit, we capped the overall

materiality for the company to be

90% of the group overall materiality.

We use performance materiality to reduce to an

appropriately low level the probability that the aggregate

of uncorrected and undetected misstatements exceeds

overall materiality. Specifically, we use performance

materiality in determining the scope of our audit and the

nature and extent of our testing of account balances,

classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality

was 75% (2023: 75%) of overall materiality, amounting to

£59.8 million (2023: £62.1 million) for the group financial

statements and £53.8 million (2023: £56.0 million) for

thecompany financial statements.

In determining the performance materiality, we

considered a number of factors – the history of

misstatements, risk assessment and aggregation risk

andthe effectiveness of controls – and concluded that

anamount at the upper end of our normal range

wasappropriate.

In addition, we set a specific materiality level of

£13.5million (2023: £13.3 million) for items within the

Underlying column of the Income Statement which is

based on 5% of the group’s Underlying Profit before tax.

We agreed with the Audit Committee that we would

report to them misstatements identified during our audit

above £4.0 million (group audit) (2023: £4.1 million) and

£3.6 million (company audit) (2023: £3.7 million) as well

as misstatements below those amounts that, in our view,

warranted reporting for qualitative reasons.

In addition we agreed with the Audit Committee that we

would report to them misstatements identified during our

group audit above £1.0 million (2023: £1.0 million) for

misstatements related to Underlying Profit within the

financial statements, as well as misstatements below

thatamount that, in our view, warranted reporting for

qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s

and the company’s ability to continue to adopt the going

concern basis of accounting included:

– Corroborated key assumptions (e.g. liquidity forecasts

and financing arrangements) to underlying

documentation and ensured this was consistent with

our audit work in these areas;

– Considered management’s forecasting accuracy by

comparing how the forecasts made at the half year

compare to the actual performance in the second half

of the year;

– Understood and assessed the appropriateness of the

key assumptions used both in the base case and in

thesevere but plausible downside scenario, including

assessing whether we considered the downside

sensitivities to be appropriately severe;

– Tested the integrity of the underlying formulas and

calculations within the going concern and cash

flowmodels;

155

FINANCIAL STATEMENTS BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

– Considered the appropriateness of the mitigating

actions available to management in the event of the

downside scenario materialising. Specifically, we

focused on whether these actions are within the

groupand company’s control and are achievable; and

– Reviewed the disclosures provided relating to the going

concern basis of preparation and found that these

provided an explanation of the directors’ assessment

that was consistent with the evidence we obtained.

Based on the work we have performed, we have not

identified any material uncertainties relating to events

orconditions that, individually or collectively, may cast

significant doubt on the group’s and the company’s

ability to continue as a going concern for a period of at

least twelve months from when the financial statements

are authorised for issue.

In auditing the financial statements, we have concluded

that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements

is appropriate.

However, because not all future events or conditions

canbe predicted, this conclusion is not a guarantee as to

the group’s and the company’s ability to continue as a

going concern.

In relation to the directors’ reporting on how they have

applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to

the directors’ statement in the financial statements about

whether the directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the

directors with respect to going concern are described

inthe relevant sections of this report.

Reporting on other information

The other information comprises all of the information

inthe Annual Report other than the financial statements

and our auditors’ report thereon. The directors are

responsible for the other information. Our opinion on the

financial statements does not cover the other information

and, accordingly, we do not express an audit opinion or,

except to the extent otherwise explicitly stated in this

report, any form of assurance thereon.

In connection with our audit of the financial statements,

our responsibility is to read the other information and,

indoing so, consider whether the other information is

materially inconsistent with the financial statements

orour knowledge obtained in the audit, or otherwise

appears to be materially misstated. If we identify an

apparent material inconsistency or material misstatement,

we are required to perform procedures to conclude

whether there is a material misstatement of the financial

statements or a material misstatement of the other

information. If, based on the work we have performed,

weconclude that there is a material misstatement of this

other information, we are required to report that fact.

Wehave nothing to report based on these

responsibilities.

With respect to the Strategic Report and Directors’

Report and additional disclosures, we also considered

whether the disclosures required by the UK Companies

Act 2006 have been included.

Based on our work undertaken in the course of the audit,

the Companies Act 2006 requires us also to report

certain opinions and matters as described below.

Strategic Report and Directors’ Report and additional

disclosures

In our opinion, based on the work undertaken in the

course of the audit, the information given in the Strategic

Report and Directors’ Report and additional disclosures

for the year ended 31 March 2024 is consistent with the

financial statements and has been prepared in

accordance with applicable legal requirements.

In light of the knowledge and understanding of the

groupand company and their environment obtained in

the course of the audit, we did not identify any material

misstatements in the Strategic Report and Directors’

Report and additional disclosures.

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.

Corporate governance statement

The Listing Rules require us to review the directors’

statements in relation to going concern, longer-term

viability and that part of the corporate governance

statement relating to the company’s compliance with

theprovisions of the UK Corporate Governance Code

specified for our review. Our additional responsibilities

with respect to the corporate governance statement as

other information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

corporate governance statement is materially consistent

with the financial statements and our knowledge

obtained during the audit, and we have nothing material

to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a

robust assessment of the emerging and principal risks;

– The disclosures in the Annual Report that describe

those principal risks, what procedures are in place to

identify emerging risks and an explanation of how

theseare being managed or mitigated;

– The directors’ statement in the financial statements

about whether they considered it appropriate to adopt

the going concern basis of accounting in preparing

them, and their identification of any material

uncertainties to the group’s and company’s ability to

continue to do so over a period of at least twelve

months from the date of approval of the financial

statements;

– The directors’ explanation as to their assessment of

thegroup’s and company’s prospects, the period this

assessment covers and why the period is appropriate;

and

– The directors’ statement as to whether they have a

reasonable expectation that the company will be able

to continue in operation and meet its liabilities as they

fall due over the period of its assessment, including any

related disclosures drawing attention to any necessary

qualifications or assumptions.

156

Our review of the directors’ statement regarding the

longer-term viability of the group and company was

substantially less in scope than an audit and only

consisted of making inquiries and considering the

directors’ process supporting their statement; checking

that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and

considering whether the statement is consistent with

thefinancial statements and our knowledge and

understanding of the group and company and their

environment obtained in the course of the audit.

In addition, based on the work undertaken as part of

ouraudit, we have concluded that each of the following

elements of the corporate governance statement is

materially consistent with the financial statements and

our knowledge obtained during the audit:

– The directors’ statement that they consider the

AnnualReport, taken as a whole, is fair, balanced and

understandable, and provides the information

necessary for the members to assess the group’s and

company’s position, performance, business model and

strategy;

– The section of the Annual Report that describes the

review of effectiveness of risk management and internal

control systems; and

– The section of the Annual Report describing the work

of the Audit Committee.

We have nothing to report in respect of our responsibility

to report when the directors’ statement relating to the

company’s compliance with the Code does not properly

disclose a departure from a relevant provision of the

Code specified under the Listing Rules for review by

theauditors.

Responsibilities for the financial statements

andthe audit

Responsibilities of the directors for the

financialstatements

As explained more fully in the Directors’ Responsibilities

Statement, the directors are responsible for the

preparation of the financial statements in accordance

with the applicable framework and for being satisfied

thatthey give a true and fair view. The directors are also

responsible for such internal control as they determine

isnecessary to enable the preparation of financial

statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the group’s and the company’s

ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using

the going concern basis of accounting unless the

directors either intend to liquidate the group or the

company or to cease operations, or have no realistic

alternative but to do so.

Auditors’ responsibilities for the audit of the

financialstatements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and

to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance

with ISAs (UK) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in

theaggregate, they could reasonably be expected to

influence the economic decisions of users taken on

thebasis of these financial statements.

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined

above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities,

including fraud, is detailed below.

Based on our understanding of the group and industry,

we identified that the principal risks of non-compliance

with laws and regulations related to compliance with the

REIT status Part 12 of the Corporation Tax Act 2010 and

the UK regulatory principles, such as those governed by

the Financial Conduct Authority, and we considered the

extent to which non-compliance might have a material

effect on the financial statements. We also considered

those laws and regulations that have a direct impact on

the financial statements such as the Companies Act

2006. We evaluated management’s incentives and

opportunities for fraudulent manipulation of the financial

statements (including the risk of override of controls), and

determined that the principal risks were related to

posting inappropriate journal entries to increase revenue,

management bias in accounting estimates and

judgemental areas of the financial statements such as the

valuation of investment and development properties held

directly or through joint ventures. Audit procedures

performed by the engagement team included:

– Discussions with management and internal audit,

including consideration of known or suspected

instances of non-compliance with laws and regulations

and fraud, and review of the reports made by

management and internal audit;

– Understanding of management’s internal controls

designed to prevent and detect irregularities;

– Reviewing the group’s litigation register in so far as it

related to non-compliance with laws and regulations

and fraud;

– Reviewing relevant meeting minutes, including those

ofthe Risk Committee and the Audit Committee;

– Review of tax compliance with the involvement of our

tax specialists in the audit;

– Designing audit procedures to incorporate

unpredictability around the nature, timing or extent

ofour testing;

INDEPENDENT AUDITORS’ REPORT CONTINUED

157

FINANCIAL STATEMENTS BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024

– Challenging assumptions and judgements made by

management in their significant areas of estimation

including procedures relating to the valuation of

investment properties as described in the related key

audit matters above; and

– Identifying and testing journal entries, in particular

anyjournal entries posted with unusual account

combinations, post close entries and posted by

unexpected users.

There are inherent limitations in the audit procedures

described above. We are less likely to become aware of

instances of non-compliance with laws and regulations

that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error,

asfraud may involve deliberate concealment by, for

example, forgery or intentional misrepresentations,

orthrough collusion.

Our audit testing might include testing complete

populations of certain transactions and balances, possibly

using data auditing techniques. However, it typically

involves selecting a limited number of items for testing,

rather than testing complete populations. We will often

seek to target particular items for testing based on their

size or risk characteristics. In other cases, we will use

audit sampling to enable us to draw a conclusion about

the population from which the sample is selected.

A further description of our responsibilities for the audit

of the financial statements is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities.

Thisdescription forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared

forand only for the company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies

Act 2006 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any

other purpose or to any other person to whom this report

is shown or into whose hands it may come save where

expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to

reportto you if, in our opinion:

– we have not obtained all the information and

explanations we require for our audit; or

– adequate accounting records have not been kept by

thecompany, or returns adequate for our audit have

not been received from branches not visited by us; or

– certain disclosures of directors’ remuneration specified

by law are not made; or

– the company financial statements and the part of the

Directors’ Remuneration Report to be audited are not

inagreement with the accounting records and returns.

We have no exceptions to report arising from this

responsibility.

Appointment

Following the recommendation of the Audit Committee,

we were appointed by the members on 18 July 2014 to

audit the financial statements for the year ended 31 March

2015 and subsequent financial periods. The period of total

uninterrupted engagement is 10 years, covering the years

ended 31 March 2015 to 31 March 2024.

Other matter

The company is required by the Financial Conduct

Authority Disclosure Guidance and Transparency Rules

toinclude these financial statements in an annual financial

report prepared under the structured digital format

required by DTR 4.1.15R – 4.1.18R and filed on the National

Storage Mechanism of the Financial Conduct Authority.

This auditors’ report provides no assurance over whether

the structured digital format annual financial report has

been prepared in accordance with those requirements.

Sandra Dowling (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

21 May 2024

FINANCIAL STATEMENTS

158

CONSOLIDATED INCOME STATEMENT

For the year ended 31 March 2024

			2024			2023
			Capital			Capital
		Underlying	and other	Total	Underlying	and ot her	Total
	Note	£m	£m	£m	£m	£m	£m
Revenue	3	401	174	575	418	–	418
Costs 2	3	(92)	(54)	(146 )	(97)	–	(97)
	3	309	120	429	321	–	321
Joint ventures (see also below) 3	11	100	(179)	(79)	92	(559)	(467)
Administrative expenses		(85)	–	(85)	(88)	–	(88)
Valuation movement	4	–	(131)	(131)	–	(798)	(798)
Loss on disposal of investment properties
and revaluation of investments		–	(23)	(23)	–	(30)	(30)
Net financing (charges) income
financing income	6	1	–	1	2	88	90
financing charges	6	(56)	(41)	(97)	(62)	–	(62)
		(55)	(41)	( 96)	(60)	88	28
P rofit (loss) before taxation		269	(254)	15	265	(1,299)	(1,034)
Taxation	7	(3)	(11)	(14 )	(1)	(4)	(5)
Profit (loss) for the year after taxation		266	(265)	1	264	(1,303)	(1,039)
Attributable to non -controlling interests		1	1	2	1	(2)	(1)
Attributable to shareholders of the Company		265	(266)	(1)	263	(1,301)	(1,038)
Earnings per share:
basic	2			(0.1 )p			(112.0)p
diluted	2			(0.1 )p			(112.0)p
All results derive from continuing operations.			2024			2023
			Capital			Capital
		Underlying	and other	Total	Underlying	and ot her	Total
	Note	£m	£m	£m	£m	£m	£m
Results of joint ventures accounted for using the equity method
Underlying Profit		100	–	100	92	–	92
Valuation movement	4	–	(179)	(179)	–	(567)	(567)
Capital financing (charges) income		–	(5)	(5)	–	8	8
P rofit on disposal of investment and trading properties		–	5	5	–	–	–
Taxation	7	–	–	–	–	–	–
	11	100	(179)	(79)	92	(559)	(467)

1. See definition in Note 2 and a reconciliation between Underlying Profit and IFRS profit in Note 20.

2. Included within ‘Costs’ is a credit relating to provisions for impairment of tenant debtors, accrued income and tenant incentives

and contracted rent increases of £14m (2022/23: £9m credit).

3. Included within ‘Joint ventures’ is a credit relating to the movement of provision for impairment of equity investments and loans

to joint ventures of £42m (2022/23: £237m debit), disclosed in further detail in Note 11 and Note 22.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2024

2024

£m

2023

£m

Profit

(loss) for the year after taxation 1

(1,039)

Other comprehensive (expense)

income:

Items that may be reclassified subsequently to profit or

loss:

(Losses) gains

on cash flow hedges

– Jo

int ventures (1) 10

(1)

Reclassification of foreign exchange differences to the income

statement (1) –

Other comprehensive (expense)

income for the year (2) 10

Total comprehensive

expense for the year (1)

(1,029)

Attributable to non

-controlling interests 2

(1)

Attributable to shareholders of the Company

(3)

(1,028)

FINANCIAL STATEMENTS CONTINUED

160

CONSOLIDATED BALANCE SHEET

As at 31 March 2024

		2024	2023
	Note	£m	£m
ASSETS
Non -current assets
Investment and development properties	10	5,229	5,677
		5,229	5,677
Other non -current assets
Investments in joint ventures	11	2,429	2,206
Other investments	12	54	58
Property, plant and equipment		19	22
Interest rate and currency derivative assets	16	79	144
		7,810	8,107
Current assets
Trading properties	10	22	22
Debtors	13	34	34
Corporation tax		–	2
Interest rate and currency derivative assets	16	20	–
Cash and cash equivalents	16	88	125
		164	183
Total assets		7,974	8,290
LIABILITIES
Current liabilities
Short term borrowings and overdrafts	16	(10)	(402)
Creditors	14	(260)	(282)
Corporation tax		(8)	–
		(278)	(684)
Non -current liabilities
Debentures and loans	16	(2,202)	(1,865)
Other non-current liabilities	15	(121)	(145)
Deferred tax liabilities		(5)	(4)
Interest rate and currency derivative liabilities	16	(56)	(67)
		(2,384)	(2,081)
Total liabilities		(2,662)	(2,765)
Net assets		5,312	5,525
EQUITY
Share capital		235	234
Share premium		1,310	1,308
Merger reserve		213	213
Other reserves		13	15
Retained earnings		3,528	3,742
Equity attributable to shareholders of the Company		5,299	5,512
Non -controlling interests		13	13
Total equity		5,312	5,525
EPRA Net Tangible Assets per share 1		562p
	2		588p

1. See definition in Note 2.

Tim Score Bhavesh Mistry

Chair Chief Financial Officer

The financial statements on pages 158 to 208 were approved by the Board of Directors and signed on its behalf

on 21 May 2024.

Company number 621920.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2024

		2024	2023
	Note	£m	£m
Income received from tenants		367	391
Surrender premia received 1		1 49	–
Fees and other income received		47	47
Operating expenses paid to suppliers and employees		(177)	(200)
Cash generated from operations		386	238
Interest paid		(51)	(71)
Interest received		3	–
Corporation taxation payments		(6)	–
Distributions and other receivables from joint ventures	11	77	73
Net cash inflow from operating activities		409	240
Cash flows from investing activities
Development and other capital expenditure		(312)	(209)
Purchase of investment properties		(58)	(155)
Sale of investment properties		197	8
Sale of investment properties to Paddington Central Joint Venture	11	–	686
Sale of investment properties to 1 Triton Square Joint Venture	11	193	–
Purchase of investments		(7)	(15)
Indirect taxes paid in respect of investing activities		1	4
Loan repayments from joint ventures	11	–	125
Investment in and loans to joint ventures		(186)	(148)
Capital distributions from joint ventures	11	–	30
Net cash (outflow) inflow from investing activities		(172)	326
Cash flows from financing activities
Issue of ordinary shares		1	–
Dividends paid	18	(213)	(213)
Dividends paid to non -controlling interests		(2)	(1)
Capital payments in respect of interest rate derivatives		(31)	(21)
Repayment of lease liabilities		(3)	(4)
Repayment of bank and other borrowings 2		(385)	(52 )
Drawdowns on bank and other borrowings 2		361	20
Net repayment of revolving credit facilities 2		(2)	(281 )
Net cash outflow from financing activities		(274)	(552)
Net (decrease) increase in cash and cash equivalents		(37)	14
Cash and cash equivalents at 1 April		125	111
Cash and cash equivalents at 31 March	16	88	125
Cash and cash equivalents consists of:
Cash and short term deposits		58	99
Tenant deposits		30	26

1. Surrender premia received includes £149m (2022/23: £nil) of the consideration for the surrender of 1 Triton Square. Refer to Note 3

r further information.

2. The repayment of bank and other borrowings and drawdowns on bank and other borrowings have both been restated for the year

ended 31 March 2023, to exclude the repayments and drawdowns of revolving credit facilities. For the year ended 31 March 2023,

the net repayment of revolving credit facilities of £281m has now been disclosed separately within net cash outflow from financing

activities. As a result, in the prior year the repayment of bank and other borrowings decreases from £637m to £52m and the

drawdowns on bank and other borrowings decreases from £324m to £20m.

FINANCIAL STATEMENTS CONTINUED

162

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2024

			Hedging
			and	Re-				Non-
	Share	Share	translation	valuation	Merger	Retained		cont rolling	Total
	capital	premium	reserve	reserve	reserve	earnings	Total	interests	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 April 2023	234	1,308	2	13	213	3,742	5,512	13	5,525
(Loss) profit for the year
after taxation	–	–	–	–	–	(1)	(1 )	2	1
Losses on cash flow hedges –
joint ventures	–	–	–	(1)	–	–	(1)	–	(1)
Reclassification of foreign
exchange differences to the income statement	–	–	(2)	1	–	–	(1)	–	(1)
Other comprehensive expense	–	–	(2)	–	–	–	(2 )	–	(2)
Total comprehensive
(expense) income for the year	–	–	(2)	–	–	(1)	(3 )	2	(1 )
Shares issued in the year	1	2	–	–	–	–	3	–	3
Fair value of share and share
option awards	–	–	–	–	–	2	2	–	2
Dividends payable in year
(23.20p per share)	–	–	–	–	–	(215)	(215)	–	(215)
Dividends payable by subsidiaries	–	–	–	–	–	–	–	(2)	(2)
Balance at 31 March 2024	235	1,310	–	13	213	3,528	5,299	13	5,312
Balance at 1 April 2022	234	1,307	2	3	213	4,994	6,753	15	6,768
Loss for the year after taxation	–	–	–	–	–	(1,038)	(1,038)	(1)	(1,039)
Gains on cash flow hedges –
joint ventures	–	–	–	10	–	–	10	–	10
Other comprehensive income	–	–	–	10	–	–	10	–	10
Total comprehensive
(expense) income for the year	–	–	–	10	–	(1,038)	(1,028)	(1)	(1,029)
Share issued in the year	–	1	–	–	–	–	1	–	1
Fair value of share and share
option awards	–	–	–	–	–	1	1	–	1
Dividends payable in year
(23.20p per share)	–	–	–	–	–	(215)	(215)	–	(215)
Dividends payable by subsidiaries	–	–	–	–	–	–	–	(1)	(1)
Balance at 31 March 2023	234	1,308	2	13	213	3,742	5,512	13	5,525

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

NOTES TO THE ACCOUNTS

163

1 Basis of preparation, material accounting

policies and accounting judgements

Basis of preparation

The financial statements for the year ended 31 March 2024

have been prepared on the historical cost basis, except for

the revaluation of properties, investments classified as fair

value through profit or loss and derivatives. The financial

statements have been prepared in accordance with UK-

adopted International Accounting Standards and with the

requirements of the Companies Act 2006 as applicable to

companies reporting under those standards.

A number of new standards and amendments to standards

and interpretations have been issued for the current

accounting year. The Group has applied the following new

standards and amendments to the financial statements for

the first time for the year ended 31 March 2024: IFRS 17

‘Insurance Contracts’, amendments to IAS 8 impacting the

definition of accounting estimates, Pillar Two model rules

and associated IAS 12 amendments, amendments to IAS 12

impacting deferred tax related to assets and liabilities

arising from a single transaction, and amendments to IAS 1

and IFRS Practice Statement 2 impacting the disclosure of

accounting policies. The new standards and amendments

listed above did not have any material impact on amounts

recognised in prior years and are not expected to

materially affect current and future years.

The Group has assessed the impact of the Pillar Two tax

legislation (effective 1 January 2024). The Group is not

expected to meet the minimum thresholds for the

legislation to apply.

The following standards and interpretations which have

been issued but are not yet effective include IAS 1

‘Presentation of Financial Statements’ on the classification

of liabilities and non-current liabilities with covenants, IFRS

16 ‘Leases’ on sale and leaseback arrangements, limited

scope amendments to both IFRS 10 ‘Consolidated Financial

Statements’ and IAS 28 ‘Investments in Associates and

Joint Ventures’ in respect of sale or contribution of assets

between an investor and its associates or joint ventures

and IFRS 18 ‘Presentation and Disclosure in Financial

Statements’. With the exception of IFRS 18, these

amendments to standards that are not yet effective are not

expected to have a material impact on the Group’s results.

These financial statements are presented in Pounds

Sterling which is the functional currency of the Group,

to the nearest million.

Going concern

The financial statements are prepared on a going concern

basis. The consolidated balance sheet shows that the

Group is in a net current liability position, predominantly

due to current creditors of £260m. The Group has access

to £1.9bn of undrawn facilities and cash, which provides

the Directors with a reasonable expectation that the

Group will be able to meet these current liabilities as they

fall due. In making this assessment the Directors took into

account forecast cash flows and covenant compliance,

including stress testing through the impact of sensitivities

as part of a ‘severe but plausible downside scenario’.

Before factoring in any income receivable, the undrawn

facilities and cash would also be sufficient to cover

forecast capital expenditure, property operating costs,

administrative expenses, maturing debt and interest over

the next 12 months from the approval date of these

financial statements.

Having assessed the principal risks, the Directors believe

that the Group is well placed to manage its financing and

other business risks satisfactorily despite the uncertain

economic climate, and have a reasonable expectation that

the Company and the Group have adequate resources to

continue in operation for at least 12 months from the signing

date of these financial statements. Accordingly, they believe

the going concern basis is an appropriate one.

Subsidiaries and joint ventures

The consolidated accounts include the accounts of

The British Land Company PLC (the Company) and all

subsidiaries (entities controlled by British Land). Control is

assumed where the Company is exposed, or has the rights,

to variable returns from its involvement with investees and

has the ability to affect those returns through its power

over those investees.

The results of subsidiaries and joint ventures acquired

or disposed of during the year are included from the

effective date of acquisition or up to the effective date

of disposal. Accounting policies of subsidiaries and joint

ventures which differ from Group accounting policies are

adjusted on consolidation.

All intra-Group transactions, balances, income and

expenses are eliminated on consolidation. Joint ventures

are accounted for under the equity method, whereby the

consolidated balance sheet incorporates the Group’s share

(investor’s share) of the net assets of its joint ventures.

The consolidated income statement incorporates the

Group’s share of joint ventures profits after tax. Their

profits include revaluation movements on investment

properties. Where joint ventures generate losses after tax,

these are recognised initially against the Group’s equity

investment. If the Group’s equity investment is nil, these

are subsequently then recognised against other long term

interests, principally long term loans.

Distributions and other receivables from joint ventures

are classed as cash flows from operating activities, except

where they relate to a cash flow arising from a capital

transaction, such as a property or investment disposal.

In this case they are classed as cash flows from

investing activities.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

164

1 Basis of preparation, material accounting

policies and accounting judgements continued

The Group assesses the recoverability of investments in

and loans to joint ventures against the joint venture’s net

asset value. Amounts due are expected to be recovered

by a joint venture selling its properties and investments

and settling financial assets, net of financial liabilities. The

net asset value of a joint venture is considered to be a

reasonable approximation of the available assets that

could be realised to recover the amounts due and the

requirement to recognise expected credit losses.

Impairment of investments in joint ventures is calculated in

accordance with IAS 36 ‘Impairment of Assets’, and

impairment of loans to joint ventures is calculated in

accordance with IFRS 9 ‘Financial Instruments’.

Properties

Properties are externally valued at the balance sheet date.

Investment properties are recorded at valuation whereas

trading properties are stated at the lower of cost and net

realisable value.

Any surplus or deficit arising on revaluing investment

properties is recognised in the Capital and other column of

the income statement.

The cost of properties in the course of development

includes attributable interest and other associated

outgoings including attributable development personnel

costs. Interest is calculated on the development

expenditure by reference to specific borrowings, where

relevant, and otherwise on the weighted average interest

rate of the Group’s borrowings. Interest is not capitalised

where no development activity is taking place. A property

ceases to be treated as a development property on

practical completion.

Investment property disposals are recognised on

completion. Profits and losses arising are recognised

through the Capital and other column of the income

statement. The profit on disposal is determined as the

difference between the net sales proceeds and the

carrying amount of the asset at the commencement of the

accounting period plus capital expenditure in the period.

Where properties are disposed into a joint venture owned

by the Group, the subsequent profit recognised in the

Capital and other column of the income statement is

limited to the extent of the unrelated party’s interest. Any

subsequent loss is recognised in the Capital and other

column of the income statement in full.

Trading properties are initially recognised at cost and then

are subsequently measured at the lower of cost and net

realisable value. Trading property disposals are recognised

in line with the Group’s revenue accounting policies.

Where investment properties are appropriated to trading

properties, they are transferred at market value. If

properties held for trading are appropriated to investment

properties, they are transferred at book value.

Transfers to or from an investment property occur when,

and only when, there is evidence of change in use.

Where a right-of-use asset meets the definition of

investment property under IFRS 16 ‘Leases’, the right-of-

use asset will initially be calculated as the present value of

minimum lease payments under the lease and

subsequently measured under the fair value model, based

on discounted cash flows of net rental income earned

under the lease.

The Group leases out investment properties under

operating leases with rents generally payable monthly or

quarterly. The Group is exposed to changes in the residual

value of properties at the end of current lease agreements,

and mitigates this risk by actively managing its tenant mix

in order to maximise the weighted average lease term,

minimise vacancies across the portfolio and maximise

exposure to tenants with strong financial characteristics.

The Group also grants tenant incentives to encourage high

quality tenants to remain in properties for longer lease

terms. Tenant incentives, such as rent-free periods and

cash contributions to tenant fit-out, and contracted rent

increases are recognised as part of the investment

property balance. The Group calculates the expected

credit loss for tenant incentives and contracted rent

increases based on lifetime expected credit losses under

the IFRS 9 simplified approach.

Surrender premia payable relating to investment

properties are recognised in the income statement,

through the Underlying column, except where the

surrender premia payable are deemed to be unusual or

significant by virtue of their size or nature, where they are

recognised through the Capital and other column.

Surrender premia payable relating to development

properties are capitalised as a property addition providing

they are a directly attributable and necessary

development expense.

Financial assets and liabilities

Debtors and creditors are initially recognised at fair value

and subsequently measured at amortised cost and

discounted as appropriate. On initial recognition the

Group calculates the expected credit loss for debtors

based on lifetime expected credit losses under the IFRS 9

simplified approach.

Other investments include investments classified as

amortised cost and investments classified as fair value

through profit or loss. Loans and receivables classified as

amortised cost are measured using the effective interest

method, less any impairment. Interest is recognised by

applying the effective interest rate. Investments classified

as fair value through profit or loss are initially recorded at

fair value and are subsequently externally valued on the

same basis at the balance sheet date. Any surplus or

deficit arising on revaluing investments classified as fair

value through profit or loss is recognised in the Capital

and other column of the income statement .

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

165

1 Basis of preparation, material accounting

policies and accounting judgements continued

The lease liability associated with investment property

which is held under a lease, is initially calculated as the

present value of the minimum lease payments. The lease

liability is subsequently measured at amortised cost,

unwinding as finance lease interest accrues and lease

payments are made.

Debt instruments are stated at their fair value on issue.

Finance charges including premia payable on settlement

or redemption and direct issue costs are spread over the

period to maturity, using the effective interest method.

Exceptional finance charges incurred due to early

redemption (including premia) are recognised in the

income statement when they occur.

As defined by IFRS 9, cash flow and fair value hedges are

initially recognised at fair value at the date the derivative

contracts are entered into, and subsequently remeasured

at fair value. Changes in the fair value of derivatives that

are designated and qualify as effective cash flow hedges

are recognised directly through other comprehensive

income as a movement in the hedging and translation

reserve. Changes in the fair value of derivatives that are

designated and qualify as effective fair value hedges are

recorded in the Capital and other column of the income

statement, along with any changes in the fair value of the

hedged item that is attributable to the hedged risk. Any

ineffective portion of all derivatives is recognised in the

Capital and other column of the income statement.

Changes in the fair value of derivatives that are not in a

designated hedging relationship under IFRS 9 are

recorded directly in the Capital and other column of the

income statement. These derivatives are carried at fair

value on the balance sheet.

Cash equivalents include short-term deposits that are

instruments with a maturity of less than three months, and

tenant deposits.

Revenue

Revenue comprises rental income and surrender premia,

service charge income, management and performance

fees and proceeds from the sale of trading properties.

Rental income and surrender premia are recognised in

accordance with IFRS 16. For leases where a single

payment is received to cover both rent and service

charge, the service charge component is separated out

and reported as service charge income.

Rental income, including fixed rental uplifts, from

investment property leased out under an operating lease

is recognised as revenue on a straight-line basis over the

lease term. Tenant incentives, such as rent-free periods

and cash contributions to tenant fit-out, are recognised on

the same straight-line basis being an integral part of the

net consideration for the use of the investment property.

Any rent adjustments based on open market estimated

rental values are recognised, based on management

estimates, from the rent review date in relation to

unsettled rent reviews. Contingent rents, being those lease

payments that are not fixed at the inception of the lease,

including for example turnover rents, are recognised in the

period in which they are earned.

Lease modifications are defined as a change in the scope

of a lease, or the consideration of a lease, that was not

part of the original terms and conditions of the lease.

Modifications to operating leases the Group holds as a

lessor are accounted for from the effective date of the

modification. Modifications take into account any prepaid

or accrued lease payments relating to the original lease as

part of the lease payments for the new lease. The revised

remaining consideration under the modified lease is then

recognised in rental income on a straight-line basis over

the remaining lease term.

Concessions granted to tenants for operating lease

receivables where prior demanded lease payments have

been reduced or waived for a specified period are

accounted for as an expected credit loss. Concessions

granted to tenants for future lease payments are

accounted for as a lease modification.

Surrender premia for the early termination of a lease are

recognised as revenue when the amounts become

contractually due, net of dilapidations and non-

recoverable outgoings relating to the lease concerned.

The Group applies the five-step-model as required by IFRS

15 ‘Revenue from Contracts with Customers’ in recognising

its service charge income, management and performance

fees and proceeds from the sale of trading properties.

Service charge income is recognised as revenue in the

period to which it relates.

Management fees are recognised as revenue in the period

to which they relate and relate predominantly to the

provision of asset management, property management,

development management and administration services to

joint ventures. Performance fees are recognised at the end

of the performance period when the performance

obligations are met, the fee amount can be estimated

reliably and it is highly probable that the fee will be

received. Performance fees are based on property

valuations compared to external benchmarks at the end of

the reporting period.

Proceeds from the sale of trading properties are recognised

when control has been transferred to the purchaser. This

generally occurs on completion. Proceeds from the sale of

trading properties are recognised as revenue in the Capital

and other column of the income statement.

All other revenue described above is recognised in the

Underlying column of the income statement, except where

revenue items are deemed to be unusual or significant by

virtue of their size or nature, where they are recognised

through the Capital and other column.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

166

1 Basis of preparation, material accounting

policies and accounting judgements continued

Taxation

Current tax is based on taxable profit for the year and is

calculated using tax rates that have been enacted or

substantively enacted at the balance sheet date. Taxable

profit differs from net profit as reported in the income

statement because it excludes items of income or expense

that are not taxable (or tax deductible).

Deferred tax is provided on items that may become taxable in

the future, or which may be used to offset against taxable

profits in the future, on the temporary differences between the

carrying amounts of assets and liabilities for financial reporting

purposes, and the amounts used for taxation purposes on an

undiscounted basis. On business combinations, the deferred

tax effect of fair value adjustments is incorporated in the

consolidated balance sheet.

Deferred tax assets and liabilities are netted off against

each other in the consolidated balance sheet when they

relate to income taxes levied by the same tax authority

on different taxable entities which intend to settle current

tax assets and liabilities on a net basis.

Employee costs

The fair value of equity-settled share-based payments to

employees is determined at the date of grant and is

expensed on a straight-line basis over the vesting period,

based on the Group’s estimate of shares or options that will

eventually vest. For all schemes except the Group’s Long-

Term Incentive Plan and Save As You Earn schemes, the fair

value of awards are equal to the market value at grant date.

For options and performance shares granted under the

Long-Term Incentive Plan, the fair values are determined by

Monte Carlo and Black-Scholes models. A Black-Scholes

model is used for the Save As You Earn schemes.

Defined benefit pension scheme assets are measured using

fair values. Pension scheme liabilities are measured using

the projected unit credit method and discounted at the rate

of return of a high quality corporate bond of equivalent

term to the scheme liabilities. The net surplus (where

recoverable by the Group) or deficit is recognised in full in

the consolidated balance sheet. Any asset resulting from

the calculation is limited to the present value of available

refunds and reductions in future contributions to the plan.

The current service cost and gains and losses on settlement

and curtailments are charged to Underlying Profit. Actuarial

gains and losses are recognised in full in the period in which

they occur and are presented in the consolidated statement

of comprehensive income.

Critical accounting judgements and key sources

of estimation uncertainty

In applying the Group’s accounting policies, the Directors

are required to make critical accounting judgements and

assess key sources of estimation uncertainty that affect

the financial statements.

Key sources of estimation uncertainty

Valuation of investment, development, and trading properties:

The Group uses external professional valuers to determine the

relevant amounts. The primary source of evidence for property

valuations should be recent, comparable market transactions

on an arm’s length basis. However, the valuation of the Group’s

property portfolio is inherently subjective, as it is based upon

valuer assumptions and estimations that form part of the key

unobservable inputs of the valuation, which may prove to be

inaccurate. Further details on the valuers’ assumptions,

estimates and associated key unobservable inputs sensitivity

disclosures, have been provided in Note 10. Additionally, the

Group’s investment in joint ventures can be materially

impacted by the joint venture property portfolio, and as such

sensitivity disclosures of the joint venture property portfolio

have been provided in Note 10.

The Group no longer identifies the impairment provisioning

of tenant debtors and tenant incentives as a key source of

estimation uncertainty as, in the Group’s view, the inherent

uncertainty related to these balances, which was driven by

the Covid-19 pandemic, no longer has the potential to

materially impact the carrying amount of these assets within

the next financial year. As this key source of estimation

uncertainty has decreased, the associated sensitivities and

balances have not been disclosed.

Other sources of estimation uncertainty that would not

result in a material movement in the carrying amount in

the next financial year include the valuation of interest rate

derivatives, the determination of share-based payments,

the actuarial assumptions used in calculating the Group’s

retirement benefit obligations, the fair value of pension

scheme assets and taxation provisions.

Critical accounting judgements

In the current year to 31 March 2024, the Directors do not

consider there to be any critical accounting judgements

in the preparation of the Group’s financial statements.

In the prior year to 31 March 2023, the Directors exercised

critical judgement in respect of the joint control assessment

of the Paddington Central Joint Venture. As part of this

assessment, the Directors considered the Group’s control

over the Paddington Property Limited Partnership in

respect of its 25% ownership. The Directors assessed the

Group’s power to direct the relevant activities of the

Partnership through the partnership agreements, including

reserved matters which require the unanimous consent of

the Partners, and the Group’s subsequent exposure to

variable returns. Through this analysis, the Directors

satisfactorily concluded that the Group has joint control

over the Partnership and therefore has accounted for the

Partnership as a joint venture using the equity method, in

line with the Group’s accounting policies.

The following items are ongoing areas of accounting

judgement, however, the Directors do not consider

these accounting judgements to be critical and material

accounting judgement has not been required for any of

these items in the current financial year.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

167

1 Basis of preparation, material accounting

policies and accounting judgements continued

REIT status: British Land is a Real Estate Investment

Trust (REIT) and does not pay tax on its property income

or gains on property sales, provided that at least 90% of the

Group’s property income is distributed as a dividend to

shareholders, which becomes taxable in their hands. In

addition, the Group has to meet certain conditions such as

ensuring the property rental business represents more than

75% of total profits and assets. Any potential or proposed

changes to the REIT legislation are monitored and

discussed with HMRC. It is management’s intention that the

Group will continue as a REIT for the foreseeable future.

Accounting for joint ventures: In accordance with IFRS 10

‘Consolidated Financial Statements’, IFRS 11 ‘Joint

Arrangements’ and IFRS 12 ‘Disclosure of Interests in Other

Entities’, an assessment is required to determine the degree

of control or influence the Group exercises and the form of

any control to ensure that the financial statement treatment

is appropriate. The assessment undertaken by management

includes consideration of the structure, legal form,

contractual terms and other facts and circumstances relating

to the relevant entity. This assessment is updated annually

and there have been no changes in the judgement reached in

relation to the degree of control the Group exercises within

the current or prior year. An assessment was performed for

the 1 Triton Square Joint Venture transaction that occurred in

the current year, and the Paddington Central Joint Venture

transaction that occurred in the prior year (see Note 11). A

critical accounting judgement was not identified in the

assessment of the 1 Triton Square Joint Venture transaction in

the current financial year, owing to the ownership structure

of the joint venture. As previously disclosed, in the prior year

a critical accounting judgement was identified in the

assessment of the Paddington Central Joint Venture

transaction. Group shares in joint ventures resulting from this

process are disclosed in Note 11 to the financial statements.

Joint ventures are accounted for under the equity method,

whereby the consolidated balance sheet incorporates the

Group’s share of the net assets of its joint ventures. The

consolidated income statement incorporates the Group’s

share of joint ventures profits after tax.

Accounting for transactions: Property transactions are

complex in nature and can be material to the financial

statements. Judgements made in relation to transactions

include whether an acquisition is a business combination

or an asset; whether held for sale criteria have been met

for transactions not yet completed; accounting for

transaction costs and contingent consideration; and

application of the concept of linked accounting.

Management consider each transaction separately in order

to determine the most appropriate accounting treatment,

and, when considered necessary, seek independent advice.

Management have considered the accounting of the 1

Triton Square Joint Venture transaction in the current

year, and the Paddington Central Joint Venture

transaction in the prior year (see Note 11).

Consideration of climate change

In preparing the financial statements, the impact of

climate change has been considered, particularly in the

context of the Task Force on Climate-related Financial

Disclosures (TCFD) included within the Sustainability

section of the Strategic Report. Whilst noting the Group’s

commitment to sustainability, there has not been a

material impact on the financial reporting judgements and

estimates arising from our considerations, which include

physical climate and transitional risk assessments

conducted by the Group. This is consistent with our

assessment that climate change is not expected to have a

material impact on the cash flows of the Group, including

those included within the going concern and viability

assessments in the medium term. Notwithstanding this,

the following should be noted, which is relevant to

understanding the impact of climate change on the

financial statements:

• As part of the Group’s 2030 Sustainability Strategy,

the Group’s Transition Vehicle applies an internal levy

of £60 per tonne to the embodied carbon within

developments. This £60 per tonne is rising to £90 per

tonne from 1 April 2024 for new developments. Two-

thirds of the internal levy is available to finance

retrofitting projects which improve energy efficiency

and reduce carbon emissions from our standing

portfolio. The remaining third is used to purchase

carbon credits to mitigate the residual embodied

carbon in our developments. The Group committed

£5m to retrofitting projects in the year to 31 March

2024 (2022/23: £5m), with £1m spent in the year to

31 March 2024 (2022/23: £5m).

• The Group has purchased and retired carbon credits

in the year to offset the residual embodied carbon

in developments. This is the embodied carbon that

remains once we have done everything economically

and practically viable to reduce embodied carbon

through material reuse, design efficiency and materials

specification. The costs of purchasing these credits

were capitalised as part of the cost of the development.

The cost of purchasing these credits was £1m for the

year ended 31 March 2024 (2022/23: £1m).

• As part of the valuation process, the Group has discussed

the impact of sustainability and Environmental, Social and

Governance factors with the external valuers who value

the investment and development properties of the Group.

The physical climate and transitional risk analysis

conducted by the Group has been shared with, and

discussed with, the valuers as part of the six-monthly

valuation process (see Note 10 for further details). As

such, the impact of sustainability and Environmental,

Social and Governance factors is considered as part of the

valuation process, to the extent possible market

participants would, and is included within the derived

valuation as at the balance sheet date. The Group ensures

that to the fullest extent possible, the four valuers are

materially consistent in their application of the

consideration of these factors on the property valuations.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

168

2 Performance measures

Earnings per share

The Group measures financial performance with reference to underlying earnings per share, the European Public Real

Estate Association (EPRA) earnings per share and IFRS earnings per share. The relevant earnings and weighted average

number of shares (including dilution adjustments) for each performance measure are shown below, and a reconciliation

between these is shown within the supplementary disclosures (Table B).

EPRA earnings per share is calculated using EPRA earnings, which is the IFRS profit after taxation attributable to

shareholders of the Company excluding investment and development property revaluations, gains/losses on investment

and trading property disposals, changes in the fair value of financial instruments and associated close-out costs and

their related taxation.

Underlying earnings per share is calculated using Underlying Profit adjusted for underlying taxation (see Note 7), with

the dilutive measure being the primary disclosure measure used. Underlying Profit is the pre-tax EPRA earnings

measure, with additional Company adjustments for items which are considered to be unusual and/or significant by

virtue of their size and nature. In the current year to 31 March 2024, £25m of rent receivable, £149m of surrender premia

receivable, and £54m of tenant incentive impairment were excluded from the calculation of Underlying Profit (see Note

3 for further details). In the prior year to 31 March 2023, no Company adjustments were made.

		2024			2023
		Relevant			Relevant
	Relevant	number of	Earnings	Relevant	number of	Earnings
	earnings	shares	per share	earnings	shares	per share
Earnings per share	£m	million	pence	£m	million	pence
Underlying
Underlying basic	265	927	28.6	263	927	28.4
Underlying diluted	265	929	28.5	263	930	28.3
EPRA
EPRA basic	385	927	41.5	263	927	28.4
EPRA diluted	385	929	41.4	263	930	28.3
IFRS
Basic	(1)	927	(0. 1)	(1,038)	927	(112.0)
Diluted	(1)	927	(0.1 )	(1,038)	927	(112.0)

Net asset value

The Group measures financial position with reference to EPRA Net Tangible Assets (NTA), Net Reinvestment Value

(NRV) and Net Disposal Value (NDV). The net assets and number of shares for each performance measure are shown

below. A reconciliation between IFRS net assets and the three EPRA net asset valuation metrics, and the relevant

number of shares for each performance measure, is shown within the supplementary disclosures (Table B). EPRA NTA

is a measure that is based on IFRS net assets excluding the mark-to-market on derivatives and related debt adjustments,

the carrying value of intangibles, as well as deferred taxation on property and derivative valuations. The metric includes

the valuation surplus on trading properties and is adjusted for the dilutive impact of share options.

					2024 2023
		Relevant	Net asset		Relevant	Net asset
	Relevant	number	value per	Relevant	number	value per
	net assets	of shares	share	net assets	of shares	share
Net asset value per share	£m	million	pence	£m	million	pence
EPRA
EPRA NTA	5,252	934	562	5,487	933	588
EPRA NRV	5,782	934	619	6,029	933	646
EPRA NDV	5,389	934	577	5,658	933	606
IFRS
Basic	5,312	927	573	5,525	927	596
Diluted	5,312	934	569	5,525	933	592

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

169

2 Performance measures continued

Total accounting return

The Group also measures financial performance with reference to total accounting return. This is calculated as the

movement in EPRA NTA per share and dividend paid in the year as a percentage of the EPRA NTA per share at the start

of the year.

		2024			2023
	Movement in			Movement in
	NTA per	Dividend per	Total	NTA per	Dividend per	Total
	share	share paid	accounting	share	share paid	accounting
	pence	pence	return	pence	pence	return
Total accounting return	(26)	23.2	(0.5%)	(142)	23.2	(16.3%)

3 Revenue and costs

		2024			2023
		Capital			Capital
	Underlying	and other	Total	Underlying	and other	Total
	£m	£m	£m	£m	£m	£m
Rent receivable 1	284	25	309	306	–	306
Spreading of tenant incentives and contracted
rent increases	10	–	10	15	–	15
Surrender premia 1	3	149	152	1	–	1
Gross rental income	297	174	471	322	–	322
Service charge income	59	–	59	59	–	59
Management and performance fees (from joint ventures)	17	–	17	13	–	13
Other fees and commissions	28	–	28	24	–	24
Revenue	401	174	575	418	–	418
Service charge expenses	(48)	–	(48)	(50)	–	(50)
Property operating expenses	(36)	–	(36)	(37)	–	(37)
Release of impairment of trade debtors and accrued income	14	–	14	11	–	11
Provisions for impairment of tenant incentives and contracted rent increases 1	–	(54)	(54)	(2)	–	(2)
Other fees and commissions expenses	(22)	–	(22)	(19)	–	(19)
Costs	(92)	(54)	(146)	(97)	–	(97)
	309	120	429	321	–	321

1. On 25 September 2023, the Group completed a deed of surrender in relation to an in-force lease of one of its investment properties.

The consideration for the surrender was a £149m premium paid by the tenant on the completion date. In line with the requirements

of IFRS 16, the surrender transaction was treated as a modification to the lease, with the surrender premium received recognised in

full through the income statement at the point of completion, which represented the modified termination date of the lease. At the

point of modification, the lease had associated tenant incentive balances of £54m, and as the right to receive these amounts was

extinguished through the lease modification, an impairment was recognised in full through the income statement at the point of

completion. Also at the point of modification, the lease had an associated deferred lease premium balance of £25m, which in line

with the surrender premium received, was recognised in full through the income statement at the point of completion. Owing to

the unusual and significant size and nature of this transaction, and in line with the Group’s accounting policies, all elements of the

transaction have been included within the Capital and other column of the income statement.

The cash element of net rental income (gross rental income less property operating expenses) recognised during the

year ended 31 March 2024 from properties which were not subject to a security interest was £222m (2022/23: £238m).

Property operating expenses relating to investment properties that did not generate any rental income were £2m

(2022/23: £nil). Contingent rents of £9m (2022/23: £9m) that contain a variable lease payment were recognised

in the year.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

170

4 Valuation movements on property

	2024	2023
	£m	£m
Consolidated income statement
Revaluation of properties	(131)	(798)
Revaluation of properties held by joint ventures accounted for using the equity method	(179)	(567)
	(310)	(1,365)

5 Auditors’ remuneration

PricewaterhouseCoopers LLP

	2024	2023
	£m	£m
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts and consolidated financial statements	0.5	0.5
Fees payable to the Company’s auditor for the audit of the Company’s subsidiaries, pursuant
to legislation	0.2	0.2
Total audit fees	0.7	0.7
Audit -related assurance services	0.2	0.2
Total audit and audit -related assurance services	0.9	0.9
Other fees	–	–
Other services	–	–
Total	0.9	0.9

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

171

6 Net financing charges

	2024	2023
	£m	£m
Underlying
Financing charges
Facilities and overdrafts	(46)	(28)
Derivatives	51	28
Other loans	(83)	(72)
Obligations under head leases	(3)	(3)
	(81)	(75)
Development interest capitalised	25	13
	(56)	(62)
Financing income
Deposits, securities and liquid investments	1	2
	1	2
Net financing charges – Underlying	(55)	(60)
Capital and other Financing charges
Capital financing costs	(1)	–
Valuation movement on fair value hedge accounted derivatives 1	12	–
Valuation movement on fair value hedge accounted debt 1	(14)	–
Valuation movement on non -hedge accounted derivatives	(38)	–
	(41)	–
Financing income
Valuation movements on translation of foreign currency debt and investments	–	1
Valuation movement on fair value hedge accounted derivatives 1	–	(27)
Valuation movement on fair value hedge accounted debt 1	–	33
Valuation movement on non -hedge accounted derivatives	–	81
	–	88
Net financing (charges) income – Capital and other Net financing (charges) income	(41)	88
Total financing income	1	90
Total financing charges	(97)	(62)
Net financing (charges) income	(96)	28

1. The difference between valuation movement on designated fair value hedge accounted derivatives (hedging instruments) and the

valuation movement on fair value hedge accounted debt (hedged item) represents hedge ineffectiveness for the year of a debit of

£2m (2022/23: a credit of £6m).

Interest payable on unsecured bank loans and related interest rate derivatives was £25m (2022/23: £16m). The Group’s

weighted average interest rate was 2.6% (2022/23: 2.9%), and on a proportionally consolidated basis was 3.4%

(2022/23: 3.5%).

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

172

7 Taxation

	2024	2023
	£m	£m
Taxation expense
Current taxation
Underlying Profit
Current period UK corporation taxation (202 3/24: 25%; 2022/23: 19%)	(2)	(2)
Underlying Profit adjustments in respect of prior periods	(1)	1
Total current Underlying Profit taxation expense	(3)	(1)
Capital and other profit
Current period UK corporation taxation (202 3/24: 25%; 2022/23: 19%)	(5)	–
Capital and other profit adjustments in respect of prior periods	(5)	–
Total current Capital and other profit taxation expense	(10)	–
Total current taxation expense	(13)	(1)
Deferred taxation on revaluation of derivatives	(1)	(4)
Group total taxation expense	(14)	(5)
Attributable to joint ventures	–	–
Total taxation expens e	(14)	(5)
Taxation reconciliation
P rofit (loss) before taxation	15	(1,034)
Less: Loss attributable to joint ventures	79	467
Group profit (loss) before taxation	94	(567)
Taxation on (profit) loss at UK corporation taxation rate of 25% (2022/23: 19%)	(24)	108
Effects of:
– REIT exempt income and (losses) gains	30	(125)
– Taxation losses	(13)	15
– Deferred taxation on revaluation of derivatives	(1)	(4)
– Adjustments in respect of prior years	(6)	1
Group total taxation expense	(14)

(5)

The corporation tax rate of 25% was substantively enacted from 1 April 2023.

Corporation tax liability as at 31 March 2024 was £8m (2022/23: £2m receivable) as shown on the consolidated balance

sheet. Deferred taxation expense on the revaluation of derivatives attributable to Capital and other profit was £1m

(2022/23: £4m).

A REIT is required to pay Property Income Distributions (PIDs) of at least 90% of the taxable profits from its UK

property rental business within 12 months of the end of each accounting period.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

173

8 Staff costs

	2024	2023
Staff costs (including Directors)	£m	£m
Wages and salaries	63	62
Social security costs	9	8
Pension costs	6	5
Equity -settled share-based payments	5	7
	83	82

The average monthly number of employees of the Company during the year was 353 (2022/23: 356). The average

monthly number of Group employees, including those employed directly at the Group’s properties and their costs

recharged to tenants, was 645 (2022/23: 647).

For the year ended 31 March 2024, the average monthly number of employees of the Company within each category of

persons employed was as follows: Campuses: 39; Retail & London Urban Logistics: 32; Developments: 32; Storey: 6; and

Support Functions: 244. The average monthly number of employees of the Group within each category of persons

employed was as follows: Campuses: 39; Retail & London Urban Logistics: 32; Developments: 32; Storey: 6; Support

Functions: 244; and Property Management: 292.

For the year ended 31 March 2023, the average monthly number of employees of the Company within each category of

persons employed was as follows: Campuses: 39; Retail & London Urban Logistics: 33; Developments: 38; Storey: 7; and

Support Functions: 239. The average monthly number of employees of the Group within each category of persons

employed was as follows: Campuses: 39; Retail & London Urban Logistics: 33; Developments: 38; Storey: 7; Support

Functions: 239; and Property Management: 291.

The Executive Directors and Non-Executive Directors are the key management personnel. Their emoluments are

disclosed in the Remuneration Report on pages 125 to 143.

Staff costs

The Group’s equity-settled share-based payments comprise the following:

Scheme	Fair value measure
Long -Term Incentive Plan (LTIP)	Monte Carlo model simulation and Black -Scholes option valuation models
Restricted Share Plan (RSP)	Market value at grant date
Save As You Earn schemes (SAYE)	Black -Scholes option valuation model

The Group expenses an estimate of how many shares are likely to vest based on the market price at the date of grant,

taking account of expected performance against the relevant performance targets and service periods, which are

discussed in further detail in the Remuneration Report.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

174

8 Staff costs continued

During the year and the prior year, the Group granted performance shares under its Long-Term Incentive Plan scheme.

Performance conditions are measured over a three-year period and depending on the year of grant, are a weighted

blend of Total Property Return (TPR), Total Accounting Return (TAR) and ESG measures (see Directors’ Remuneration

Report for details). For non-market-based performance conditions, the Group uses a Black-Scholes option valuation

method to obtain fair values. For market-based performance conditions, a Monte Carlo model is used as this provides

a more accurate fair value for these performance conditions. The key inputs used to obtain fair values for LTIP awards

are shown below.

		15 July 2024		19 July 2023
	Awards with	Awards with no	Awards with	Awards with no
	holding period	holding period	holding period	holding period
Share price	£3.35	£3.35	£4.71	£4.71
Exercise price	£0.00	£0.00	£0.00	£0.00
Expected volatility	32.7%	32.7%	37.5%	37.5%
Expected term (years)	3	3	3	3
Dividend yield	6.8%	6.8%	0.0%	0.0%
Risk free interest rate	4.6%	4.6%	2.0%	2.0%
Fair value – TPR and TAR Tranches	£2.90	£3.35	£3.81	£4.71
Fair value – ESG Tranche	£2.90	£3.35	£3.81	£4.71

Movements in shares and options are given in Note 19.

9 Pensions

The British Land Group of Companies Pension Scheme (‘the scheme’) is the principal defined benefit pension scheme

in the Group. The assets of the scheme are held in a trustee-administered fund and kept separate from those of the

Company. It is not contracted out of SERPS (State Earnings-Related Pension Scheme), it is not planned to admit new

employees to the scheme and the scheme closed to future accrual effective 1 September 2020.

The Group has two other small defined benefit pension schemes. There are also two Defined Contribution Pension

Schemes. Contributions to these schemes are at a flat rate of salary and are paid by the Company.

The total net pension cost charged for the year was £6m (2022/23: £5m), all of which relates to defined

contribution plans.

The last full actuarial valuation of the scheme was performed by the scheme actuary, First Actuarial LLP, as at 31 March

2021. The employer does not expect to make any payments during the year to 31 March 2025. The major assumptions

used for the actuarial valuation were:

	2024	2023	2022	2021	2020
	% p.a.	% p.a.	% p.a.	% p.a.	% p.a.
Discount rate	4.9	4.7	2.7	2.0	2.3
Salary inflation	–	–	–	–	3.9
Pensions increase	3.3	3.4	3.7	3.4	2.5
Price inflation	3.5	3.5	3.9	3.5	2.5

The assumptions are that a member currently aged 60 will live on average for a further 27.5 years if they are male and

for a further 29.3 years if they are female. For a member who retires in 2044 at age 60, the assumptions are that they

will live on average for a further 28.9 years after retirement if they are male and for a further 30.7 years after retirement

if they are female.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

175

9 Pensions continued

Composition of scheme assets

	2024	2023
	£m	£m
Equities	24	25
Diversified growth funds	5	4
Other assets	79	88
Total scheme assets	108	117

63% of the scheme underlying assets are quoted in an active market. Unquoted scheme assets sit within equities and

other assets.

The amount included in the consolidated balance sheet arising from the Group’s obligations in respect of its defined

benefit schemes is as follows:

	2024	2023	2022	2021	2020
	£m	£m	£m	£m	£m
Present value of defined scheme obligations	(85)	(87)	(125)	(152)	(131)
Fair value of scheme assets	108	117	178	178	161
Irrecoverable surplus 1	(23)	(30)	(53)	(26)	(30)
Amount recognised on the consolidated balance sheet	–	–	–	–	–

1. The net defined benefit asset must be measured at the lower of the surplus in the defined benefit schemes and the asset ceiling. The

asset ceiling is the present value of any economic benefits available in the form of refunds from the schemes or reductions to future

contributions to the schemes. The asset ceiling of the Group’s defined benefit schemes is £nil (2022/23: £nil), therefore the surplus

in the defined benefit schemes of £23m (2022/23: £30m) is irrecoverable.

The sensitivities of the defined benefit obligation in relation to the major actuarial assumptions used to measure scheme

liabilities are as follows:

			(Decrease) increase in
			defined scheme obligations
	Change in	2024	2023
Assumption	assumption	£m	£m
Discount rate	+0.5%	(5)	(6)
Salary inflation	+0.5%	–	–
RPI inflation	+0.5%	4	5
Assumed life expectancy	+1 year	2	3

History of experience gains and losses

	2024	2023	2022	2021	2020
	£m	£m	£m	£m	£m
Total actuarial (loss) gain recognised in the consolidated
statement of comprehensive income 1,2	–	–	–	(13)	–
Percentage of present value on scheme liabilities	–	–	–	(8.6%)	(0.3%)

1. Movements stated after adjusting for irrecoverability of any surplus.

2. Cumulative loss recognised in the statement of comprehensive income is £53m (2022/23: £53m).

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

176

9 Pensions continued

Movements in the present value of defined benefit obligations were as follows:

	2024	2023
	£m	£m
At 1 April	(87)	(125)
Interest cost	(4)	(3)
Actuarial gain
Gain from change in financial assumptions	2	32
Gain on scheme liabilities arising from experience	–	–
Benefits paid	4	9
At 31 March	(85)	(87)

Movements in the fair value of the scheme assets were as follows:

	2024	2023
	£m	£m
At 1 April	117	178
Interest income on scheme assets	5	5
Contributions by employer	–	–
Actuarial loss	(10)	(57)
Benefits paid	(4)	(9)
At 31 March	108	117

Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are

detailed below:

Asset volatility

The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform

this yield, this will create a deficit. The scheme holds a significant portion of growth assets (equities and diversified

growth funds) which, although expected to outperform corporate bonds in the long term, create volatility and risk

in the short term. The allocation to growth assets is monitored to ensure it remains appropriate given the scheme’s

long term objectives.

Changes in bond yields

A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes,

although this will be partially offset by an increase in the value of the scheme’s bond holdings.

Inflation risk

The majority of the scheme’s benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities

(although, in most cases, caps on the level of inflationary increases are in place to protect against extreme inflation).

The majority of the assets are either unaffected by or only loosely correlated with inflation, meaning that an increase

in inflation will also decrease the surplus.

Life expectancy

The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases in life

expectancy will result in an increase in the liabilities.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

177

10 Property

Property reconciliation for the year ended 31 March 2024

			Retail &
			London		Investment and
			Urban		development
		Campuses	Logistics	Developments	properties	Trading
		Level 3	Level 3	Level 3	Level 3	properties	Total
		£m	£m	£m	£m	£m	£m
Carrying value at 1 April 2023		2,233	2,611	833	5,677	22	5,699
Additions
– property purchases		–	58	–	58	–	58
– development expenditure		16	4	124	144	–	144
– capitalised interest and staff costs		7	1	12	20	–	20
– capital expenditure on asset
management initiatives		15	31	2	48	–	48
– head lease assets and right-of-use assets	1	54	–	–	54	–	54
		92	94	138	324	–	324
Disposals		(579)	(83)	–	(662)	–	(662)
Reclassifications 1		346	–	(346)	–	–	–
Revaluations included in income statement		(115)	61	(77)	(131)	–	(131)
Movement in tenant incentives and contracted
rent uplift balances		18	3	–	21	–	21
Carrying value at 31 March 202 4		1,995	2,686	548	5,229	22	5,251
Lease liabilities (Notes 14 and 15) 2							(123 )
Less valuation surplus on right -of-use assets 3							(4)
Valuation surplus on trading properties							6
Group property portfolio valuation
at 31 March 2024							5,130
Non -controlling interests							(14)
Group property portfolio valuation at 31 March 2024 attributable to shareholders							5,116

1. The £54m head lease assets addition and £346m reclassification from Developments to Campuses relates to the Norton Folgate

development which completed in the year ended 31 March 2024.

2. The £4m difference between lease liabilities of £123m and £127m per Notes 14 and 15 relates to a lease liability where the right-of-use

asset is classified as property, plant and equipment and premiums associated with the Norton Folgate head lease.

3. Relates to properties held under leasing agreements. The fair value of right-of-use assets is determined by calculating the present

value of net rental cash flows over the term of the lease agreements. IFRS 16 right-of-use assets are not externally valued, their fair

values are determined by management, and are therefore not included in the Group property portfolio valuation of £5,130m above.

Additions include £1m of capital expenditure in response to climate change, in line with our Sustainability Strategy

to reduce both the embodied carbon in our developments and the operational carbon across the Group’s standing

property portfolio. For further details, refer to the Sustainability section of the Strategic Report on pages 64 to 67.

From 1 April 2023, the Group has changed the name of the Retail & Fulfilment operating segment to Retail & London

Urban Logistics in line with our evolving strategy. There has been no changes in the allocation of the segment assets,

meaning there are no restatements of the prior year comparative figures as a result of this change. See Note 20 for

further information.

On 15 March 2024, the Group entered into a new 50:50 joint venture agreement with Royal London Mutual Insurance

Society Limited in relation to 1 Triton Square, resulting in the disposal of £450m of investment property with a resulting

loss in the Capital and other column of the consolidated income statement of £68m for the year ended 31 March 2024.

The £54m of tenant incentives impairment arising from the surrender transaction of 1 Triton Square forms part of the

£68m loss on disposal (see Note 3 for further information). The remaining £14m loss on disposal has been accounted for

within the loss on disposal of investment property line within the Capital and other column of the consolidated income

statement. As at 30 September 2023, the fair value of the related investment property was £353m, with a corresponding

revaluation loss recognised within the valuation movement of £43m in the Capital and other column of the consolidated

income statement.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

178

10 Property continued

Property reconciliation for the year ended 31 March 2023

		Retail &
		London		Investment and
		Urban		development
	Campuses	Logistics	Developments	properties	Trading
	Level 3	Level 3	Level 3	Level 3	properties	Total
	£m	£m	£m	£m	£m	£m
Carrying value at 1 April 2022	3,477	2,850	705	7,032	18	7,050
Additions
– property purchases	–	99	59	158	–	158
– development expenditure	–	6	146	152	4	156
– capitalised interest and staff costs	–	–	13	13	–	13
– capital expenditure on asset
management initiatives	18	43	1	62	–	62
	18	148	219	385	4	389
Disposals	(929)	(5)	(11)	(945)	–	(945)
Reclassifications	(20)	(31)	51	–	–	–
Revaluations included in income statement	(328)	(339)	(131)	(798)	–	(798)
Movement in tenant incentives and contracted
rent uplift balances	15	(12)	–	3	–	3
Carrying value at 31 March 2023	2,233	2,611	833	5,677	22	5,699
Lease liabilities (Notes 14 and 15) 1						(102)
Less valuation surplus on right -of-use assets 2						(9)
Valuation surplus on trading properties						7
Group property portfolio valuation
at 31 March 2023						5,595
Non -controlling interests						(13)
Group property portfolio valuation at 31 March 2023 attributable to shareholders						5,582

1. The £24m difference between lease liabilities of £102m and £126m per Notes 14 and 15 relates to a £24m lease liability where the

right-of-use asset is classified as property, plant and equipment.

2. Relates to properties held under leasing agreements. The fair value of right-of-use assets is determined by calculating the present

value of net rental cash flows over the term of the lease agreements. IFRS 16 right-of-use assets are not externally valued, their fair

values are determined by management, and are therefore not included in the Group property portfolio valuation of £5,595m above.

In the prior year, on 19 July 2022, the Group entered into a Joint Venture Agreement with GIC in relation to the majority

of the Paddington Central Campus, resulting in the disposal of £934m of investment and development properties and

£2m of property, plant and equipment with a resulting loss in the Capital and other column of the consolidated income

statement of £19m for the year ended 31 March 2023.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

179

10 Property continued

Property valuation

The different valuation method levels are defined below:

Level 1:

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3:

Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

These levels are specified in accordance with IFRS 13 ‘Fair Value Measurement’. Property valuations are inherently

subjective as they are made on the basis of assumptions made by the valuer which may not prove to be accurate. For

these reasons, and consistent with EPRA’s guidance, we have classified the valuations of our property portfolio as Level

3 as defined by IFRS 13. The inputs to the valuations are defined as ‘unobservable’ by IFRS 13. These key unobservable

inputs are net equivalent yield and estimated rental values for investment properties, and costs to complete for

development properties. Further analysis and sensitivity disclosures of these key unobservable inputs have been

included on the following pages. There were no transfers between levels in the year.

The Group’s total property portfolio was valued by external valuers on the basis of fair value, in accordance with the

RICS Valuation – Global Standards 2022, published by The Royal Institution of Chartered Surveyors.

The information provided to the valuers, and the assumptions and valuation models used by the valuers, are reviewed

by the property portfolio team, the Head of Real Estate, the Chief Financial Officer and the Chief Executive Officer. The

valuers meet with the external auditor and also present directly to the Audit Committee at the interim and year-end

review of results. Further details of the Audit Committee’s responsibilities in relation to valuations can be found in the

Report of the Audit Committee on pages 116 to 124.

Investment properties, excluding properties held for development, are valued by adopting the ‘investment 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 valuers’ professional

judgement and market observation. Other factors taken into account in the valuations include the tenure of the

property, tenancy details and ground and structural conditions.

In the case of ongoing developments, the approach applied is the ‘residual method’ of valuation, which is the investment

method of valuation as described above, with a deduction for all costs necessary to complete the development,

including a notional finance cost, together with a further allowance for remaining risk. Properties held for development

are generally valued by adopting the higher of the residual method of valuation, allowing for all associated risks, or the

investment method of valuation for the existing asset.

The valuers of the Group’s property portfolio have a working knowledge of the various ways that sustainability and

Environmental, Social and Governance factors can impact value and have considered these, and how market

participants are reflecting these in their pricing, in arriving at their Opinion of Value and resulting valuations as at the

balance sheet date. These may be:

• physical risks;

• transition risks related to policy or legislation to achieve sustainability and Environmental, Social and Governance

targets; and

• risks reflecting the views and needs of market participants.

Where available, the Group has shared physical climate and transitional risk assessments with the valuers which they

have reviewed and taken into consideration to the extent that current market participants would. For further details,

refer to the Sustainability section of the Strategic Report on pages 64 to 67.

Valuers observe, assess and monitor evidence from market activities, including market (investor) sentiment on issues

such as longer term obsolescence and, where known, future Environmental, Social and Governance related risks and

issues which may include, for example, the market’s approach to capital expenditure required to maintain the utility

of the asset. In the absence of reliable benchmarking data and indices for estimating costs, specialist advice on cost

management may be required which is usually agreed with the valuer in the terms of engagement and without which

reasonable estimates/assumptions may be needed to properly reflect market expectations in arriving at the Opinion

of Value.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

180

10 Property continued

A breakdown of valuations split between the Group and its share of joint ventures is shown below:

		2024			2023
		Joint			Joint
	Group	ventures	Total	Group	ventures	Total
	£m	£m	£m	£m	£m	£m
Knight Frank LLP	682	58	740	801	217	1,018
CBRE	1,580	821	2,401	1,492	471	1,963
Jones Lang LaSalle	2,612	613	3,225	2,972	556	3,528
Cushman & Wakefield	256	2,076	2,332	330	2,072	2,402
Total property portfolio valuation	5,130	3,568	8,698	5,595	3,316	8,911
Non -controlling interests	(14)	–	(14)	(13)	–	(13)
Total property portfolio valuation attributable to shareholders 1	5,116	3,568	8,684	5,582	3,316	8,898

1. The £25m difference between the total property portfolio valuation for joint ventures of £3,568m (2022/23: £3,316m) and the total

investment and trading properties of £3,593m (2022/23: £3,334m) disclosed in Note 11 relates to £18m (2022/23: £18m) of headleases

and a £7m (2022/23: £nil) trading property deficit, both at Group share.

Information about fair value measurements using unobservable inputs (Level 3) for the year ended

31 March 2024

ERV per sq ft

Equivalent yield

Costs to complete per sq ft

Investment

Fair

value at

31 March

2024

£m

Valuation

technique

Min

Max

Average

Min

Max

Average

Min

Max

Average

Campuses

1,892

Investment

methodology

23 136 68 5 8 6

– 158 39

Retail &

London

Urban Logistics

2,662

Investment

methodology

2 38 20 4 22 7

– 24 4

Developments

548

Residual

methodology

33 107 67 4 7 5

33 628 171

Total

5,102

Trading

properties

at fair value

Group property

portfolio

valuation

5,130

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

181

10 Property continued

Information about fair value measurements using unobservable inputs (Level 3) for the year ended

31 March 2023

				ERV per sq ft			Equivalent yield			Costs to complete per sq ft
	Fair
	value at
	31 March
	2023	Valuation	Min	Max	Average	Min	Max	Average	Min	Max	Average
Investment	£m	technique	£	£	£	%	%	%	£	£	£
Campuses		Investment
		2,153 methodology	9	141	58	4	7	5	–	158	28
Retail & London		Investment
Urban Logistics		2,580 methodology	2	32	19	4	18	7	–	44	6
Developments		Residual
		833 methodology	29	98	70	5	6	5	273	1,048	645
Total	5,566
Trading
properties
at fair value	29
Group property
portfolio
valuation	5,595

Information about the impact of changes in unobservable inputs (Level 3) on the fair value of the

total property portfolio for the year ended 31 March 2024

		Impact on valuations			Impact on valuations		Impact on valuations
	Fair
	value at
	31 March			-25bps	+25bps
	2024	+5% ERV	-5% ERV	NEY	NEY		-5% costs	+5% costs
	£m	£m	£m	£m	£m		£m	£m
Campuses 1	1,920	83	(83)	97	(89)		–	–
Retail & London Urban Logistics	2,662	112	(111)	114	(116)		5	(5)
Developments	548	57	(56)	68	(60)		36	(36)
Group property portfolio valuation	5,130	252	(250)	279	(265)		41	(41)
Share of j oint venture property portfolio valuation	3,568	200	(197)	237		(215)	62	(62)
Total property portfolio valuation	8,698	452	(447)	516	(480)		103	(103)

1. Includes trading properties at fair value.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

182

10 Property continued

Information about the impact of changes in unobservable inputs (Level 3) on the fair value of the

total property portfolio for the year ended 31 March 2023

		Impact on valuations			Impact on valuations	Impact on valuations
	Fair
	value at
	31 March			-25bps	+25bps
	2023	+5% ERV	-5% ERV	NEY	NEY	-5% costs	+5% costs
	£m	£m	£m	£m	£m	£m	£m
Campuses 1	2,182	80	(80)	123	(112)	–	–
Retail & London Urban Logistics	2,580	103	(101)	101	(96)	–	–
Developments	833	88	(90)	104	(95)	36	(37)
Group property portfolio valuation	5,595	271	(271)	328	(303)	36	(37)
Share of j oint venture property portfolio valuation	3,316	171	(168)	236	(202)	60	(60)
Total property portfolio valuation	8,911	442	(439)	564	(505)	96	(97)

1. Includes trading properties at fair value.

All other factors being equal:

• a higher equivalent yield or discount rate would lead to a decrease in the valuation of an asset;

• an increase in the current or estimated future rental stream would have the effect of increasing the capital value; and

• an increase in the costs to complete would lead to a decrease in the valuation of an asset.

However, there are interrelationships between the unobservable inputs which are partially determined by market

conditions, which would impact on these changes.

Additional property disclosures – including covenant information

At 31 March 2024, the Group property portfolio valuation of £5,130m (2022/23: £5,595m) comprises freeholds of

£2,522m (2022/23: £2,618m); virtual freeholds of £450m (2022/23: £973m); long leaseholds of £1,794m (2022/23:

£1,686m); and short leaseholds of £364m (2022/23: £318m). The historical cost of properties was £4,246m

(2022/23: £4,519m).

Cumulative interest capitalised against investment, development and trading properties amounts to £141m

(2022/23: £124m).

Properties valued at £1,137m (2022/23: £1,135m) were subject to a security interest and other properties of non-recourse

companies amounted to £nil (2022/23: £612m), totalling £1,137m (2022/23: £1,747m).

Included within the property valuation is £2m (2022/23: £2m) in respect of accrued contracted rental uplift income and

£128m (2022/23: £153m) in respect of other tenant incentives. The balance arises through the IFRS treatment of leases

containing such arrangements, which requires the recognition of rental income on a straight-line basis over the lease

term, with the difference between this and the cash receipt changing the carrying value of the property against which

revaluations are measured.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

183

11 Joint ventures

Summary movement for the year of the investments in joint ventures

	Equity	Loans	Total
	£m	£m	£m
At 1 April 2023	1,419	787	2,206
Additions	167	291	458
Disposals	(41)	(37)	(78 )
Share of loss after taxation 1	(105)	26	(79 )
Distributions and dividends:
– Capital	–	–	–
– Revenue	(77)	–	(77)
Hedging and exchange movements	(1)	–	(1 )
At 31 March 2024	1,362	1,067	2,429

1. The share of losses after taxation includes equity accounted losses of £121m (2022/23: £230m) and a credit relating to the movement

of provision for impairment of equity investments and loans of £42m (2022/23: £237m debit). The Group’s net closing investments in

and loans to joint ventures, the associated closing provision for impairment and movement in provision for impairment in the year are

included in Note 22.

On 15 March 2024, the Group entered into a new 50:50 joint venture arrangement with Royal London Mutual Insurance

Society Limited in relation to a wholly-owned investment property, 1 Triton Square. The transaction value of the assets

transferred by the Group on the formation of the joint venture at 100% was £385m of investment property with a

resulting loss on disposal of £68m in the year ended 31 March 2024. The £54m of tenant incentives impairment arising

from the surrender transaction of 1 Triton Square, forms part of the £68m loss on disposal (see Note 3 for further

information). The remaining £14m loss on disposal has been accounted for within the loss on disposal of investment

property line within the Capital and other column of the consolidated income statement.

The Group has recognised a share of the joint venture’s loss of £2m and share of net assets less shareholder loans of

£79m in relation to this new joint venture for the year ended 31 March 2024. The Group received £190m of cash

consideration in relation to the sale of the investment and development properties to the joint venture (net of

transaction costs of £3m).

In the prior year, on 19 July 2022, the Group entered into a new Joint Venture Agreement with GIC in relation to the

majority of the Paddington Central Campus. The transaction value of the assets transferred by the Group on the

formation of the joint venture at 100% was £934m of investment and development properties and £2m of property,

plant and equipment with a resulting loss in the Capital and other column of the consolidated income statement of £19m

for the prior year ended 31 March 2023. The Group owns 25% of this new joint venture while GIC owns the remaining

75% stake. The Group has recognised a share of the joint venture’s loss of £19m and share of net assets less shareholder

loans of £107m in relation to this new joint venture for the prior year ended 31 March 2023. A critical accounting

judgement has been exercised in relation to the joint control assessment of the Paddington Central Joint Venture as

further outlined in Note 1. The Group received £686m of cash consideration in relation to the sale of the investment and

development properties to the joint venture (net of transaction costs of £9m), and subsequently a further £125m

through a loan repayment from the newly formed joint venture, as a result of the joint venture obtaining external debt

financing. The Group’s investment into the Paddington Central Joint Venture is principally through a shareholder loan

from the Group to the new joint venture.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

184

11 Joint ventures continued

The summarised income statements and balance sheets below and on the following page show 100% of the results,

assets and liabilities of joint ventures to the nearest million.

Joint ventures’ summary financial statements for the year ended 31 March 2024

		MSC Property	WOSC Partners
	Broadgate	Intermediate	Limited	BL West End
	REIT Ltd	Holdings Ltd	Partnership	Offices Limited
Partners		Norges Bank	Norges Bank
	Euro Bluebell	Investment	Investment
	LLP (GIC)	Management	Management	Pimco Prime
Name and p roperty sector		Meadowhall	WOSC	BL West End
	Broadgate	Shopping	West End	West End
	City Offices	Centres	Offices	Offices
Group share	50%	50%	25%	25%
Summarised income statements
Revenue 1	254	86	8	28
Costs	(88)	(16)	(2)	(8)
	166	70	6	20
Administrative expenses	(1)	–	–	–
Net interest payable	(68)	(23)	–	(6)
Underlying Profit	97	47	6	14
Net valuation movement	(258)	24	(14)	(19)
Capital financing (charges) income	(9)	–	–	–
(Loss) profit on disposal of investment and trading properties	(1)	12	–	–
(Loss) profit before taxation	(171)	83	(8)	(5)
Taxation	–	–	–	(2)
(Loss) profit after taxation	(171)	83	(8)	(7)
Other comprehensive income	3	(2)	–	(3)
Total comprehensive (expense) income	(168)	81	(8)	(10)
British Land share of total comprehensive (expense) income	(84)	41	(2)	(3)
British Land share of distributions payable	46	5	1	3
Summarised balance sheets
Investment and trading properties	4,151	729	123	446
Other non -current assets	24	–	–	17
Current assets	32	22	2	2
Cash and cash equivalents	184	59	5	13
Gross assets	4,391	810	130	478
Current liabilities	(142)	(52)	(5)	(13)
Bank and securitised debt	(1,565)	(443)	–	(159)
Loans from joint venture partners	(1,268)	(638)	(58)	(15)
Other non -current liabilities	–	(3)	(4)	(15)
Gross liabilities	(2,975)	(1,136)	(67)	(202)
Net assets (liabilities)	1,416	(326)	63	276
British Land share of net assets less shareholder loans	708	–	16	69

1. Revenue includes gross rental income at 100% share of £375m (2022/23: £359m).

2. In accordance with the Group’s accounting policies detailed in Note 1, the Group recognises a nil equity investment in joint ventures

in a net liability position at year end.

3. Hercules Unit Trust joint ventures includes 50% of the results of Fort Kinnaird Limited Partnership and 41.25% of Birstall Co-Ownership

Trust. The balance sheet shows 50% of the assets of these joint ventures.

4. Included in the column headed ‘Other joint ventures’ are contributions from the following: BL Goodman Limited Partnership,

Bluebutton Property Management UK Limited, City of London Office Unit Trust, Reading Gate Retail Park Co-Ownership, Eden Walk

Shopping Centre Unit Trust and the Fareham Property Partnership.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

185

11 Joint ventures continued

BL CW Upper	Paddington Property		The SouthGate	Hercules Unit			Total
Limited	Investment Limited	One Triton Holding	Limited	Trust joint	Other joint	Total	Group share
Partnership	Partnership	Limited	Partnership	ventures	Ventures	2024	2024
		The Royal London
Australian	Euro Emerald Private	Mutual Insurance	Aviva
Super	Limited (GIC)	Society Limited	Investors
			Southgate	Hercules Unit
Canada Water	Paddington Central	1 Triton Square	Shopping	Trust JV
Campuses	Campuses	Campuses	Centres	Retail Parks
50%	25%	50%	50%	Various
9	51	1	16	18	18	489	222
(7)	(13)	(1)	(5)	(2)	(4)	(146)	(67)
2	38	–	11	16	14	343	155
(1)	(1)	–	–	(1)	(1)	(5)	(2)
1	(26)	–	(1)	–	–	(123)	(53)
2	11	–	10	15	13	215	100
(89)	(36)	(4)	–	8	(2)	(390)	(179)
1	(2)	–	–	–	–	(10)	(5)
–	–	–	–	–	–	11	5
(86)	(27)	(4)	10	23	11	(174)	(79)
–	–	–	–	–	–	(2)	–
(86)	(27)	(4)	10	23	11	(176)	(79 )
–	–	–	–	–	–	(2)	(1)
(86)	(27)	(4)	10	23	11	(178)	(80 )
(43)	(7)	(2)	5	12	3	(80)
–	–	–	5	8	9	77
677	861	381	140	196	198	7,902	3,593
–	21	–	–	–	–	62	21
5	6	4	1	–	5	79	34
10	27	8	4	11	6	327	152
692	915	393	145	207	209	8,370	3,800
(40)	(30)	(3)	(7)	(4)	(9)	(305)	(138)
(85)	(511)	–	–	–	–	(2,763)	(1,214)
–	(455)	(232)	–	–	(101)	(2,767)	(1,252)
–	(1)	–	(28)	–	–	(51)	(19)
(125)	(997)	(235)	(35)	(4)	(110)	(5,886)	(2,623)
567	(82)	158	110	203	99	2,484	1,177
283	–	79	55	102	50	1,362

The borrowings of joint ventures and their subsidiaries are non-recourse to the Group. All joint ventures are

incorporated in the United Kingdom, with the exception of Broadgate REIT Limited, the Eden Walk Shopping Centre

Unit Trust and the Hercules Unit Trust joint ventures which are incorporated in Jersey.

These financial statements include the results and financial position of the Group’s interest in the Fareham Property

Partnership, the BL Goodman Limited Partnership and the Gibraltar Limited Partnership. Accordingly, advantage has

been taken of the exemptions provided by Regulation 7 of the Partnership (Accounts) Regulations 2008 not to attach

the partnership accounts to these financial statements.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

186

11 Joint ventures continued

The summarised income statements and balance sheets below and on the following page show 100% of the results,

assets and liabilities of joint ventures to the nearest million.

Joint ventures’ summary financial statements for the year ended 31 March 2023

		MSC Property	WOSC Partners
	Broadgate	Intermediate	Limited	BL West End
	REIT Ltd	Holdings Ltd	Partnership	Offices Limited
Partners		Norges Bank	Norges Bank
	Euro Bluebell	Investment	Investment
	LLP(GIC)	Management	Management	Allianz SE
Name and p roperty sector		Meadowhall	WOSC	BL West End
	Broadgate	Shopping	West End	West End
	City Offices	Centres	Offices	Offices
Group share	50%	50%	25%	25%
Summarised income statements
Revenue 1	245	79	9	28
Costs	(83)	(20)	(4)	(9)
	162	59	5	19
Administrative expenses	(1)	–	–	–
Net interest payable	(65)	(26)	–	(5)
Underlying Profit	96	33	5	14
Net valuation movement	(809)	(62)	(17)	(73)
Capital financing income (charges)	5	–	–	–
Loss on disposal of investment properties and investments	–	–	–	–
(Loss) profit before taxation	(708)	(29)	(12)	(59)
Taxation	–	–	–	(6)
(Loss) profit after taxation	(708)	(29)	(12)	(65)
Other comprehensive income	10	6	–	5
Total comprehensive (expense) income	(698)	(23)	(12)	(60)
British Land share of total comprehensive (expense) income	(349)	(11)	(3)	(12)
British Land share of distributions payable	48	4	–	1
Summarised balance sheets
Investment and trading properties	4,142	702	134	464
Other non -current assets	32	–	–	19
Current assets	13	9	2	2
Cash and cash equivalents	175	39	5	11
Gross assets	4,362	750	141	496
Current liabilities	(107)	(47)	(4)	(8)
Bank and securitised debt	(1,567)	(480)	–	(159)
Loans from joint venture partners	(995)	(576)	(209)	(15)
Other non -current liabilities	–	(4)	(4)	(14)
Gross liabilities	(2,669)	(1,107)	(217)	(196)
Net assets (liabilities)	1,693	(357)	(76)	300
British Land share of net assets less shareholder loans	846	–	–	75

1. Revenue includes gross rental income at 100% share of £359m (2021/22: £290m).

2. In accordance with the Group’s accounting policies detailed in Note 1, the Group recognises a nil equity investment in joint ventures

in a net liability position at year end.

3. USS joint ventures include the Eden Walk Shopping Centre Unit Trust and the Fareham Property Partnership.

4. Hercules Unit Trust joint ventures includes 50% of the results of Deepdale Co-Ownership Trust, Fort Kinnaird Limited Partnership and

Valentine Co-Ownership Trust and 41.25% of Birstall Co-Ownership Trust. The balance sheet shows 50% of the assets of these joint

ventures. The interest in the Deepdale Co-Ownership Trust was disposed of on 30 November 2022.

5. Included in the column headed ‘Other joint ventures’ are contributions from the following: BL Goodman Limited Partnership,

Bluebutton Property Management UK Limited, City of London Office Unit Trust and Reading Gate Retail Park Co-Ownership.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

187

11 Joint ventures continued

	Paddington
	Property
BL CW Upper	Investment	The SouthGate		Hercules Unit			Total
Limited	Limited	Limited	USS	Trust joint	Other joint	Total	Group share
Partnership	Partnership	Partnership	joint ventures	ventures	ventures	2023	2023
	Euro Emerald		Universities
	Private Limited	Aviva	Superannuation
Australian Super	(GIC)	Investors	Scheme Group PLC
	Paddington			Hercules Unit
Canada Water	Central	SouthGate	USS	Trust JV
Campuses	Campuses	Shopping Centres	Shopping Centres	Retail Parks
50%	25%	50%	50%	Various
10	47	13	12	22	5	470	214
(6)	(23)	(5)	(3)	(3)	–	(156)	(70)
4	24	8	9	19	5	314	144
(2)	(1)	–	–	–	–	(4)	(1)
–	(13)	(1)	–	–	–	(110)	(51)
2	10	7	9	19	5	200	92
(133)	(78)	(5)	(11)	(16)	(12)	(1,216)	(567)
(1)	20	–	–	–	–	24	8
(2)	–	–	–	–	–	(2)	–
(134)	(48)	2	(2)	3	(7)	(994)	(467)
–	–	–	–	–	–	(6)	–
(134)	(48)	2	(2)	3	(7)	(1,000)	(467)
–	–	–	–	–	–	21	10
(134)	(48)	2	(2)	3	(7)	(979)	(457)
(67)	(12)	1	(1)	1	(4)	(457)
–	–	3	4	39	3	102
571	866	137	130	186	70	7,402	3,334
–	23	–	–	–	–	74	26
10	7	2	2	1	3	74	20
42	19	7	8	12	3	321	152
623	915	146	140	199	76	7,848	3,532
(39)	(25)	(7)	(6)	(4)	(4)	(251)	(113)
(4)	(510)	–	–	–	–	(2,720)	(1,192)
–	(429)	–	(31)	–	(68)	(2,323)	(1,001)
(1)	(1)	(28)	–	–	–	(52)	(21)
(44)	(965)	(35)	(37)	(4)	(72)	(5,346)	(2,327)
579	(50)	111	103	195	4	2,502	1,205
290	–	56	52	98	2	1,419

The borrowings of joint ventures and their subsidiaries are non-recourse to the Group. All joint ventures are

incorporated in the United Kingdom, with the exception of Broadgate REIT Limited, the Eden Walk Shopping Centre

Unit Trust and the Hercules Unit Trust joint ventures which are incorporated in Jersey.

These financial statements include the results and financial position of the Group’s interest in the Fareham Property

Partnership, the BL Goodman Limited Partnership and the Gibraltar Limited Partnership. Accordingly, advantage has

been taken of the exemptions provided by Regulation 7 of the Partnership (Accounts) Regulations 2008 not to attach

the partnership accounts to these financial statements .

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

188

11 Joint ventures continued

Operating cash flows of joint ventures (Group share)

	2024	2023
	£m	£m
Income received from tenants	228	211
Operating expenses paid to suppliers and employees	(80)	(73)
Cash generated from operations	148	138
Interest paid	(59)	(47)
Interest received	8	1
UK corporation tax paid	–	(2)
Cash inflow from operating activities	97	90
Cash inflow from operating activities deployed as:
Surplus cash retained within joint ventures	20	17
Revenue distributions per consolidated statement of cash flows	77	73
Revenue distributions split between controlling and non -controlling interests
Attributable to non -controlling interests	–	–
Attributable to shareholders of the Company	77	73

12 Other investments

		2024				2023
	Fair value				Fair value
	through	Amortised	Intangible		through	Amortised	Intangible
	profit or loss	cost	assets	Total	profit or loss	cost	assets	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 April	48	2	8	58	28	4	9	41
Additions	–	–	3	3	13	–	2	15
Revaluation and foreign
currency translation	(2)	–	–	(2)	7	–	–	7
Amortisation	–	(2)	(3)	(5)	–	(2)	(3)	(5)
At 31 March	46	–	8	54	48	2	8	58

The amount included in the fair value through profit or loss relates to private equity/venture capital investments

of £46m (2022/23: £48m) which are categorised as Level 3 in the fair value hierarchy. The fair values of private

equity/venture capital investments are determined by the Directors.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

189

13 Debtors

	2024	2023
	£m	£m
Trade and other debtors	22	22
Prepayments and accrued income	12	12
	34	34

Trade and other debtors are shown after deducting a provision for impairment against tenant debtors of £11m (2022/23:

£27m). Accrued income is shown after deducting a provision for impairment of £nil (2022/23: £2m). The provision for

impairment is calculated as an expected credit loss on trade and other debtors in accordance with IFRS 9 as set out

in Note 1.

The credit to the consolidated income statement for the year in relation to the release of impairment of trade debtors

and accrued income was £14m (2022/23: £11m credit), as disclosed in Note 3.

The decrease in provisions for impairment of trade debtors and accrued income of £18m (2022/23: £18m decrease)

is equal to the credit to the consolidated income statement of £14m (2022/23: £11m credit), and write-offs of trade

debtors of £4m (2022/23: £7m).

The Directors consider that the carrying amount of trade and other debtors is approximate to their fair value. Further

details about the Group’s credit risk management practices are disclosed in Note 16.

14 Creditors

	2024	2023
	£m	£m
Trade creditors	85	113
Accruals	72	60
Deferred income	42	52
Other taxation and social security	25	25
Lease liabilities	6	6
Tenant deposits	30	26
	260	282

Trade creditors are interest-free and have settlement dates within one year. The Directors consider that the carrying

amount of trade and other creditors is approximate to their fair value.

15 Other non-current liabilities

	2024	2023
	£m	£m
Lease liabilities	121	120
Deferred income 1	–	25
	121	145
1. The deferred income of £25m has been released in the current year following the 1 Triton Square surrender transaction. Refer to Note
3 for further information.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

190

16 Net debt

		2024	2023
	Footnote	£m	£m
Secured on the assets of the Group
5.264% First Mortgage Debenture Bonds 2035		321	325
5.0055% First Mortgage Amortising Debentures 2035		85	86
5.357% First Mortgage Debenture Bonds 2028		217	218
Bank loans	1	–	298
		623	927
Unsecured
4.766% Senior US Dollar Notes 2023	2	–	105
5.003% Senior US Dollar Notes 2026	2	63	65
3.81% Senior Notes 2026		98	97
3.97% Senior Notes 2026		97	97
2.375% Sterling Unsecured Bond 2029		299	299
4.16% Senior US Dollar Notes 2025	2	76	78
2.67% Senior Notes 2025		37	38
2.75% Senior Notes 2026		37	38
Floating Rate Senior Notes 2028		80	80
Floating Rate Senior Notes 2034		101	101
Facilities and overdrafts		701	342
		1,589	1,340
Gross debt	3	2,212	2,267
Interest rate and currency derivative liabilities		56	67
Interest rate and currency derivative assets	4	(99)	(144)
Cash and cash equivalents	5,6	(88)	(125)
Total net debt		2,081	2,065
Net debt attributable to non -controlling interests		1	1
Net debt attributable to shareholders of the Company		2,082	2,066
Total net debt		2,081	2,065
Amounts payable under leases (Notes 14 and 15)		127	126
Total net debt (including lease liabilities)		2,208	2,191
Net debt attributable to non -controlling interests (including lease liabilities)		1	1
Net debt attributable to shareholders of the Company (including lease liabilities)		2,209	2,192

1. These are non-recourse borrowings with no recourse for repayment to other companies or assets in the Group.

	2024	2023
	£m	£m
Hercules Unit Trust	–	298
	–	298

2. Principal and interest on these borrowings were fully hedged into Sterling at a floating rate at the time of issue.

3. The principal amount of gross debt at 31 March 2024 was £2,225m (2022/23: £2,250m). Included in this is the principal amount

of secured borrowings and other borrowings of non-recourse companies of £633m (2022/23: £933m).

4. Interest rate and currency derivative assets includes non-current interest rate and currency derivative assets of £79m (2022/23:

£144m) and current interest rate and currency derivative assets of £20m (2022/23: £nil).

5. Cash and short term deposits not subject to a security interest amount to £58m (2022/23: £86m).

6. Cash and cash equivalents includes tenant deposits of £30m (2022/23: £26m).

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

191

16 Net debt continued

Maturity analysis of net debt

		2024	2023
		£m	£m
Repayable:	within one year and on demand	10	402
Between:	one and two years	314	6
	two and five years	991	989
	five and ten years	306	386
	ten and fifteen years	591	484
		2,202	1,865
Gross debt		2,212	2,267
Interest rate and currency derivatives		(43)	(77)
Cash and cash equivalents		(88)	(125)
Net debt		2,081	2,065

Fair value and book value of net debt

		2024			2023
	Fair value	Book value	Difference	Fair value	Book value	Difference
	£m	£m	£m	£m	£m	£m
Debentures and unsecured bonds	1,459	1,511	(52)	1,533	1,627	(94)
Bank debt and other floating rate debt	707	701	6	645	640	5
Gross debt	2,166	2,212	(46)	2,178	2,267	(89)
Interest rate and currency derivative liabilities	56	56	–	67	67	–
Interest rate and currency derivative assets	(99)	(99)	–	(144)	(144)	–
Cash and cash equivalents	(88)	(88)	–	(125)	(125)	–
Net debt	2,035	2,081	(46)	1,976	2,065	(89)
Net debt attributable to non -controlling interests	1	1	–	1	1	–
Net debt attributable to shareholders
of the Company	2,036	2,082	(46)	1,977	2,066	(89)

The fair values of debentures and unsecured bonds have been established by obtaining quoted market prices from

brokers. The bank debt and other floating rate debt has been valued assuming it could be renegotiated at contracted

margins. The derivatives have been valued by calculating the present value of expected future cash flows, using

appropriate market discount rates, by an independent treasury adviser.

Short term debtors and creditors and other investments have been excluded from the disclosures on the basis that

the fair value is equivalent to the book value. The fair value hierarchy level of debt held at amortised cost is Level 2

(as defined in Note 10).

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

192

16 Net debt continued

Loan to Value (LTV)

LTV is the ratio of principal amount of gross debt less cash, short term deposits and liquid investments to the aggregate

value of properties and investments, excluding non-controlling interests. EPRA LTV has been disclosed in Table E.

Group LTV

	2024	2023
	£m	£m
Group LTV	28.5%	27.4%
Principal amount of gross debt	2,225	2,250
Less debt attributable to non -controlling interests	–	–
Less cash and short term deposits ( consolidated statement of cash flows) 1	(58)	(99)
Plus cash attributable to non-controlling interests	1	1
Total net debt for LTV calculation	2,168	2,152
Group property portfolio valuation (Note 10)	5,130	5,595
Investments in joint ventures (Note 11)	2,429	2,206
Other investments and property, plant and equipment ( consolidated balance sheet) 2	56	61
Less property and investments attributable to non -controlling interests	(14)	(13)
Total assets for LTV calculation	7,601	7,849

Proportionally consolidated LTV

	2024	2023
	£m	£m
Proportionally consolidated LTV	37.3%	36.0%
Principal amount of gross debt	3,443	3,448
Less debt attributable to non -controlling interests	–	–
Less cash and short term deposits 3	(183)	(228)
Plus cash attributable to non-controlling interests	1	1
Total net debt for proportional LTV calculation	3,261	3,221
Group property portfolio valuation (Note 10)	5,130	5,595
Share of property of joint ventures (Note 10)	3,568	3,316
Other investments and property, plant and equipment ( consolidated balance sheet) 2	56	61
Less property attributable to non -controlling interests	(14)	(13)
Total assets for proportional LTV calculation	8,740	8,959

1. Cash and short term deposits exclude tenant deposits of £30m (2022/23: £26m).

2. The £17m (2022/23: £19m) difference between other investments and plant, property and equipment per the consolidated balance

sheet totalling £73m (2022/23: £80m) relates to a right-of-use asset recognised under a lease which is classified as property, plant

and equipment which is not included within total assets for the purposes of the LTV calculation.

3. Cash and short term deposits exclude tenant deposits of £57m (2022/23: £49m).

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

193

16 Net debt continued

Net Debt to EBITDA

Net Debt to EBITDA is the ratio of principal amount of gross debt less cash, short term deposits and liquid investments

to earnings before interest, tax, depreciation and amortisation (EBITDA).

The Group ratio excludes non-recourse and joint venture borrowings and includes distributions and other receivables

from non-recourse companies and joint ventures.

Group Net Debt to EBITDA

	2024	2023
	£m	£m
Group Net Debt to EBITDA	6.8x	6.4x
Principal amount of gross debt	2,225	2,250
Less non -recourse borrowings	–	(298)
Less cash and short term deposits ( consolidated statement of cash flows) 1	(58)	(99)
Plus cash attributable to non -controlling interests	1	1
Plus cash attributable to non -recourse companies	–	36
Total net debt for group Net Debt to EBITDA calculation	2,168	1,890
Underlying Profit (Table A)	268	264
Plus Net financing charges (Note 6)	55	60
Less Underlying Profit due to joint ventures and non -recourse companies 2	(100)	(144)
Plus distributions and other receivables from joint ventures and non-recourse companies 3	88	107
Plus depreciation and amortisation (Table A)	8	7
Total EBITDA for group Net Debt to EBITDA calculation	319	294

Proportionally consolidated Net Debt to EBITDA

	2024	2023
	£m	£m
Proportionally consolidated Net Debt to EBITDA	8.5x	8.4x
Principal amount of gross debt	3,443	3,448
Less cash and short term deposits 4	(183)	(228)
Plus cash attributable to non-controlling interests	1	1
Total net debt for proportional Net Debt to EBITDA calculation	3,261	3,221
Underlying Profit (Table A)	268	264
Plus Net financing charges (Table A)	108	111
Plus depreciation and amortisation (Table A)	8	7
Total EBITDA for proportional Net Debt to EBITDA calculation	384	382

1. Cash and short term deposits exclude tenant deposits of £30m (2022/23: £26m).

2. Underlying Profit due to joint ventures £100m (2022/23: £92m) (consolidated income statement). Underlying Profit due to non-

recourse companies £nil (2022/23: £52m).

3. Distributions and other receivables from joint ventures £77m (2022/23 £73m) (consolidated statement of cash flows). Fees and other

income received from joint ventures, and distributions and other receivables from non-recourse companies £11m (2022/23: £34m).

4. Cash and short term deposits exclude tenant deposits of £57m (2022/23: £49m).

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

194

16 Net debt continued

British Land Unsecured Financial Covenants

The two financial covenants applicable to the Group unsecured debt are shown below:

	2024	2023
	£m	£m
Net Borrowings not to exceed 175% of Adjusted Capital and Reserves	40%	38%
Principal amount of gross debt	2,225	2,250
Less the relevant proportion of borrowings of the partly owned subsidiary/non -controlling interests	–	–
Less cash and short term deposits ( consolidated statement of cash flows) 1	(58)	(99)
Plus the relevant proportion of cash and deposits of the partly owned subsidiary/non- controlling interests	1	1
Net Borrowings	2,168	2,152
Share capital and reserves ( consolidated balance sheet)	5,312	5,525
Deferred tax liabilities (Table A)	6	6
Trading property (deficit) surplus (Table A)	(1)	7
Exceptional refinancing charges (see below)	147	161
Fair value adjustments of financial instruments (Table A)	(55)	(44)
Less reserves attributable to non -controlling interests (consolidated balance sheet)	(13)	(13)
Adjusted Capital and Reserves	5,396	5,642

In calculating Adjusted Capital and Reserves for the purpose of the unsecured debt financial covenants, there is an

adjustment of £147m (2022/23: £161m) to reflect the cumulative net amortised exceptional items relating to the

refinancings in the years ended 31 March 2005, 2006 and 2007.

	2024	2023
	£m	£m
Net Unsecured Borrowings not to exceed 70% of Unencumbered Assets	38%	32%
Principal amount of gross debt	2,225	2,250
Less cash and short term deposits not subject to a security interest	(58)	(87 )
Plus cash attributable to non -controlling interests	1	1
Less principal amount of secured and non -recourse borrowings	(633)	(933)
Net Unsecured Borrowings	1,535	1,231
Group property portfolio valuation (Note 10)	5,130	5,595
Investments in joint ventures (Note 11)	2,429	2,206
Other investments and property, plant and equipment ( consolidated balance sheet) 2	56	61
Less investments in joint ventures	(2,429)	(2,206)
Less encumbered assets (Note 10)	(1,137)	(1,747)
Unencumbered Assets	4,049	3,909

1. Cash and short term deposits exclude tenant deposits of £30m (2022/23: £26m).

2. The £17m (2022/23: £19m) difference between other investments and plant, property and equipment per the balance sheet totalling

£73m (2022/23: £80m), relates to a right-of-use asset recognised under a lease which is classified as property, plant and equipment

which is not included within unencumbered assets for the purposes of the covenant calculation.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

195

16 Net debt continued

Reconciliation of movement in Group net debt for the year ended 31 March 2024

						Arrangement
				Foreign		cost
	2023	Cash flows	Transfers	exchange	Fair value	amortisation	2024
	£m	£m	£m	£m	£m	£m	£m
Short term borrowings	402	(384)	10	–	(20)	2	10
Long term borrowings	1,865	355	(10)	(7)	1	(2)	2,202
Derivatives 2	(77)	(15)	–	7	42	–	(43)
Total liabilities from financing activities 3	2,190	(44)	–	–	23	–	2,169
Cash and cash equivalents	(125)	37	–	–	–	–	(88)
Net debt	2,065	(7)	–	–	23	–	2,081

Reconciliation of movement in Group net debt for the year ended 31 March 2023

						Arrangement
				Foreign		cost
	2022	Cash flows	Transfers	exchange	Fair value	amortisation	2023
	£m	£m	£m	£m	£m	£m	£m
Short term borrowings	189	(190)	402	–	–	1	402
Long term borrowings	2,427	(123)	(402)	20	(55)	(2)	1,865
Derivatives 4	(1)	(12)	–	(20)	(44)	–	(77)
Total liabilities from financing activities 5	2,615	(325)	–	–	(99)	(1)	2,190
Cash and cash equivalents	(111)	(14)	–	–	–	–	(125)
Net debt	2,504	(339)	–	–	(99)	(1)	2,065

1. Transfers comprises debt maturing from long term to short term borrowings.

2. Cash flows on derivatives include £16m of net receipts on derivative interest.

3. Cash flows of £44m shown above represents net cash flows on capital payments in respect of interest rate derivatives of £31m,

repayment of bank and other borrowings of £385m, drawdowns on bank and other borrowings of £361m and net repayment of

revolving credit facilities of £2m shown in the consolidated statement of cash flows, along with £16m of net receipts on derivative

interest and £3m of issue costs.

4. Cash flows on derivatives include £9m of net receipts on derivative interest.

5. Cash flows of £325m shown above represents net cash flows on capital payments in respect of interest rate derivatives of £21m,

repayment of bank and other borrowings of £52m, drawdowns on bank and other borrowings of £20m and net repayment of

revolving credit facilities of £281m shown in the consolidated statement of cash flows, along with £9m of net receipts on

derivative interest.

Fair value hierarchy

The table below provides an analysis of financial instruments carried at fair value, by the valuation method. The fair

value hierarchy levels are defined in Note 10.

		2024				2023
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Interest rate and currency
derivative assets	–	(99)	–	(99)	–	(144)	–	(144)
Other investments – fair value through profit or loss (Note 12)	–	–	(46)	(46)	–	–	(48)	(48)
Assets	–	(99)	(46)	(145)	–	(144)	(48)	(192)
Interest rate and currency
derivative liabilities	–	56	–	56	–	67	–	67
Liabilities	–	56	–	56	–	67	–	67
Total	–	(43)	(46)	(89)	–	(77)	(48)	(125)

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

196

16 Net debt continued

Categories of financial instruments

	2024	2023
	£m	£m
Financial assets
Amortised cost
Cash and cash equivalents	88	125
Trade and other debtors (Note 13)	22	22
Other investments (Note 12)	–	2
Fair value through profit or loss
Derivatives in designated fair value hedge accounting relationships 1,2	15	45
Derivatives not in designated hedge accounting relationships	84	99
Other investments (Note 12)	46	48
	255	341
Financial liabilities
Amortised cost
Creditors (Note 14)	(187)	(199)
Gross debt	(2,212)	(2,267)
Lease liabilities (Notes 14 and 15)	(127)	(126)
Fair value through profit or loss
Derivatives in designated fair value hedge accounting relationships 1,2	(17)	(17)
Derivatives not in designated hedge accounting relationships	(39)	(50)
	(2,582)	(2,659)
Total	(2,327)	(2,318)

1. Derivative assets and liabilities in designated hedge accounting relationships sit within the derivative assets and derivative liabilities

balances of the consolidated balance sheet.

2. The fair value of derivative assets in designated hedge accounting relationships represents the accumulated amount of fair value

hedge adjustments on hedged items.

Gains and losses on financial instruments, as classed above, are disclosed in Note 6 (net financing charges), Note 13

(debtors), the consolidated income statement and the consolidated statement of comprehensive income. The Directors

consider that the carrying amounts of other investments are approximate to their fair value, and that the carrying

amounts are recoverable.

Capital risk management

The capital structure of the Group consists of net debt and equity attributable to the equity holders of The British Land

Company PLC, comprising issued capital, reserves and retained earnings. Risks relating to capital structure are

addressed within Managing risk in delivering our strategy on pages 43 to 58. The Group’s objectives, policies and

processes for managing debt are set out in the Financial policies and principles on pages 40 to 42.

Interest rate risk management

The Group uses interest rate swaps and caps to hedge exposure to the variability in cash flows on floating rate debt,

such as revolving bank facilities, caused by movements in market rates of interest. The Group’s objectives and processes

for managing interest rate risk are set out in the Financial policies and principles on pages 40 to 42.

At 31 March 2024, the fair value of these derivatives is a net asset of £74m (2022/23: £41m). Interest rate swaps with

a fair value of £nil (2022/23: £nil) have been designated as cash flow hedges under IFRS 9.

The ineffectiveness recognised in the consolidated income statement on cash flow hedges in the year ended 31 March

2024 was £nil (2022/23: £nil).

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

197

16 Net debt continued

The cash flows occur and are charged to profit and loss until the maturity of the hedged debt. The table below

summarises variable rate debt hedged at 31 March.

Variable rate debt hedged

	2024	2023
	£m	£m
Outstanding: at one year	1,175	550
at two years	1,520	1,025
at five years	700	350

Fair value hedged debt

The Group uses interest rate swaps to hedge exposure on fixed rate financial liabilities caused by movements in market

rates of interest.

At 31 March 2024, the fair value of these derivatives is a net liability of £32m (2022/23: net asset of £18m). Interest

rate swaps with a fair value liability of £2m have been designated as fair value hedges under IFRS 9 (2022/23: asset

of £26m).

The cross-currency swaps of the 2025/2026 US Private Placements fully hedge the foreign exchange exposure at an

average floating rate of 150 basis points above SONIA. These have been designated as fair value hedges of the US

Private Placements.

Interest rate profile – including effect of derivatives

	2024	2023
	£m	£m
Fixed or capped rate	2,081	2,168
	2,081	2,168

All the debt is effectively Sterling denominated except for £30m of USD debt of which £30m is at a variable rate

(2022/23: £27m).

At 31 March 2024 the weighted average interest rate of the Sterling fixed rate debt is 4.2% (2022/23: 4.2%).

The weighted average period for which the rate is fixed is 6.3 years (2022/23: 7.3 years).

Proportionally consolidated net debt at fixed or capped rates of interest

	2024	2023
Spot basis	100%	100%
Average over next five -year forecast period	86%	76%

Sensitivity table – market rate movements

	2024		2023
	Increase	Decrease	Increase	Decrease
Movement in interest rates (bps) 1	100	(100)	373	(373)
Impact on underlying annual profit (£m)	–	–	–	9
Movement in medium and long term swap rates (bps) 2	424	(424)	424	(424)
Impact on cash flow hedge and non -hedge accounted derivative
valuations (£m)	189	(203)	177	(210)

1. The movement used for the current year sensitivity analysis is a 1% change in interest rates. The movement used for the prior year

sensitivity analysis represented the largest annual change in SONIA over the last 10 years.

2. This movement used for sensitivity analysis represents the largest annual change in the seven-year Sterling swap rate over the last

10 years.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

198

16 Net debt continued

Foreign currency risk management

The Group’s policy is to have no material unhedged net assets or liabilities denominated in foreign currencies. The

currency risk on overseas investments may be hedged via foreign currency denominated borrowings and derivatives.

The Group has adopted net investment hedging in accordance with IFRS 9 and therefore the portion of the gain or loss

on any hedging instrument that is determined to be an effective hedge is recognised directly in equity. The ineffective

portion of the gain or loss on any hedging instrument is recognised immediately in the income statement.

The table below shows the carrying amounts of the Group’s foreign currency denominated assets and liabilities.

Provided contingent tax on overseas investments is not expected to occur it will be ignored for hedging purposes.

Based on the 31 March 2024 position, a 28% appreciation (largest annual change over the last 10 years) in the USD

relative to Sterling would result in a £2m change (2022/23: £3m) in reported profits.

	Assets 1		Liabilities
	2024	2023	2024	2023
	£m	£m	£m	£m
USD denominated	37	38	30	27

1. The USD denominated asset of £37m (2022/23: £38m) is an other investment accounted for as fair value through profit of loss

as disclosed in Note 12. The remaining £9m (2022/23: £10m) other investment accounted for as fair value through profit or loss

is a Sterling denominated other investment.

Credit risk management

The Group’s approach to credit risk management of counterparties is referred to in Financial policies and principles on

pages 40 to 42 and the risks addressed within Managing risk in delivering our strategy on pages 43 to 58. The carrying

amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk

without taking account of the value of any collateral obtained.

Banks and financial institutions:

Cash and cash equivalents at 31 March 2024 amounted to £88m (2022/23: £125m). Cash and cash equivalents were

placed with financial institutions with BBB+ or better credit ratings.

At 31 March 2024, the fair value of all interest rate derivative assets was £99m (2022/23: £144m).

At 31 March 2024, prior to taking into account any offset arrangements, the largest combined credit exposure to a single

counterparty arising from money market deposits, liquid investments and derivatives was £34m (2022/23: £43m). This

represents 0.4% (2022/23: 0.5%) of gross assets.

The deposit exposures are with UK banks and UK branches of international banks.

Trade debtors:

Trade debtors are presented net of provisions for impairment for expected credit losses. Expected credit losses are

calculated on initial recognition of trade debtors and subsequently in accordance with IFRS 9, taking into account

historic and forward-looking information.

Tenant incentives:

Tenant incentives and the associated tenant incentive provisions for impairment for expected credit losses are both

recognised within investment property. Expected credit losses are calculated on initial recognition of tenant incentives

and subsequently in accordance with IFRS 9, taking into account historic and forward-looking information.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

199

16 Net debt continued

Liquidity risk management

The Group’s approach to liquidity risk management is discussed in Financial policies and principles on pages 40 to 42,

and the risks addressed within Managing risk in delivering our strategy on pages 43 to 58.

The following table presents a maturity profile of the contracted undiscounted cash flows of financial liabilities based on

the earliest date on which the Group can be required to pay. The table includes both interest and principal flows. Where

the interest payable is not fixed, the amount disclosed has been determined by reference to the projected interest rates

implied by yield curves at the reporting date. For derivative financial instruments that settle on a net basis (e.g. interest

rate swaps) the undiscounted net cash flows are shown and for derivatives that require gross settlement (e.g. cross-

currency swaps) the undiscounted gross cash flows are presented. Where payment obligations are in foreign currencies,

the spot exchange rate ruling at the balance sheet date is used. Trade creditors and amounts owed to joint ventures,

which are repayable within one year, have been excluded from the analysis.

The Group expects to meet its financial liabilities through the various available liquidity sources, including a secure rental

income profile, asset sales, undrawn committed borrowing facilities and, in the longer term, debt refinancings.

The future aggregate minimum rentals receivable under non-cancellable operating leases are shown in the table on the

following page. Income from joint ventures is not included. Additional liquidity will arise from letting space in properties

under construction as well as from distributions received from joint ventures.

			2024
	Within one	Following	Three to five	Over five
	year	year	years	years	Total
	£m	£m	£m	£m	£m
Gross Debt 1	12	318	999	911	2,240
Interest on debt	112	101	223	211	647
Derivative payments	15	93	88	17	213
Lease liability payments	10	10	30	342	392
Total payments	149	522	1,340	1,481	3,492
Derivative receipts	(56)	(103)	(85)	(1)	(245)
Net payment	93	419	1,255	1,480	3,247
Operating leases with tenants	260	234	503	556	1,553
Liquidity surplus (deficit)	167	(185 )	(752)	(924)	(1,694 )
Cumulative liquidity surplus (deficit)	167	(18 )	(770)	(1,694)

			2023
	Within one	Following	Three to five	Over five
	year	year	years	years	Total
	£m	£m	£m	£m	£m
Gross Debt 1	409	8	995	882	2,294
Interest on debt	100	84	195	199	578
Derivative payments	104	18	172	26	320
Lease liability payments	10	10	29	305	354
Total payments	623	120	1,391	1,412	3,546
Derivative receipts	(172)	(34)	(179)	(3)	(388)
Net payment	451	86	1,212	1,409	3,158
Operating leases with tenants	248	211	440	479	1,378
Liquidity (deficit) surplus	(203)	125	(772)	(930)	(1,780)
Cumulative liquidity deficit	(203)	(78)	(850)	(1,780)

1. Gross debt of £2,212m (2022/23: £2,267m) represents the total of £2,240m (2022/23: £2,294m), less unamortised issue costs of £10m

(2022/23: £9m), less fair value adjustments to debt of £18m (2022/23: £18m) .

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

200

16 Net debt continued

Any short term liquidity gap between the net payments required and the rentals receivable can be met through other

liquidity sources available to the Group, such as committed undrawn borrowing facilities. The Group currently holds

cash and cash equivalents of £88m of which £58m is not subject to a security interest. Further liquidity can be achieved

through sales of property assets or investments and financing activity.

The Group’s property portfolio is valued externally at £5,130m (2022/23: £5,595m) and the share of joint ventures’

property is valued at £3,568m (2022/23: £3,316m). The committed undrawn borrowing facilities available to the Group

are a further source of liquidity. The maturity profile of committed undrawn borrowing facilities is shown below.

Maturity of committed undrawn borrowing facilities

	2024	2023
	£m	£m
Maturity date: over five years	145	130
between four and five years	310	504
between three and four years	149	370
Total facilities available for more than three years	604	1,004
Between two and three years	450	555
Between one and two years	625	170
Within one year	166	50
Total	1,845	1,779

The undrawn facilities are comprised of British Land undrawn facilities of £1,845m (2022/23: £1,779m).

17 Leasing

Operating leases with tenants

The Group leases out all of its investment properties under operating leases with a weighted average lease length of six

years (2022/23: six years). The future aggregate minimum rentals receivable under non-cancellable operating leases are

as follows:

	2024	2023
	£m	£m
Less than one year	260	248
Between one and two years	234	211
Between three and five years	503	440
Between six and ten years	355	320
Between eleven and fifteen years	147	97
Between sixteen and twenty years	39	41
After twenty years	15	21
Total	1,553	1,378

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

201

17 Leasing continued

Lease commitments

The Group’s leasehold investment properties are typically under non-renewable leases without significant restrictions.

Lease liabilities are payable in line with the disclosure below and no contingent rents were payable in either period.

The lease payments mainly relate to head leases where the Group does not own the freehold of a property.

		2024			2023
	Mi nimum			Minimum
	lease			l ease
	payments	Interest	Principal	payments	Interest	Principal
	£m	£m	£m	£m	£m	£m
British Land Group
Less than one year	10	4	6	10	4	6
Between one and two years	10	3	7	10	3	7
Between two and five years	30	9	21	29	7	22
More than five years	342	249	93	305	214	91
Total	392	265	127	354	228	126
Less future finance charges	(265)			(228)
Present value of lease obligations	127			126

18 Dividends

The final dividend payment for the six-month period ended 31 March 2024 will be 10.64p. Payment will be made on

26 July 2024 to shareholders on the register at close of business on 21 June 2024. The final dividend will be a Property

Income Distribution and no SCRIP alternative will be offered.

PID dividends are paid, as required by REIT legislation, after deduction of withholding tax at the basic rate (currently

20%), where appropriate. Certain classes of shareholders may be able to elect to receive dividends gross. Please refer

to our website britishland.com/dividends for details.

			Pence per	2024	2023
Payment date	Dividend		share	£m	£m
Current year dividends
26.07.2024	2024	Final	10.64
05. 01.2024	2024	Interim	12.16	113
			22. 80
Prior year dividends
2 8.07.2023	2023	Final	11.04	102
0 6.01.2023	2023	Interim	11.60		107
			22. 64
29 .07.2022	2022	Final	11.60		108
Dividends disclosed in consolidated statement of changes in equity				215	215
Dividends settled in shares				–	–
Dividends settled in cash				215	215
Timing difference relating to payment of withholding tax				(2)	(2)
Dividends disclosed in consolidated statement of cash flows				213	213

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

202

19 Share capital and reserves

	2024	2023
Number of ordinary shares in issue at 1 April	938,334,977	938,109,433
Share issues	429,046	225,544
At 31 March	938,764,023	938,334,977

Of the issued 25p ordinary shares, 7,376 shares were held in the ESOP trust (2022/23: 7,376), 11,266,245 shares were

held as treasury shares (2022/23: 11,266,245) and 927,490,402 shares were in free issue (2022/23: 927,061,356).

No treasury shares were acquired by the ESOP trust during the year. All issued shares are fully paid.

Hedging and translation reserve

The hedging and translation reserve comprises the effective portion of the cumulative net change in the fair value

of cash flow and foreign currency hedging instruments, as well as all foreign exchange differences arising from the

translation of the financial statements of foreign operations. The foreign exchange differences also include the

translation of the liabilities that hedge the Company’s net investment in a foreign subsidiary. In the current year to

31 March 2024, £2m (2022/23: £nil) was reclassified from the hedging and translation reserve to the income statement.

Revaluation reserve

The revaluation reserve relates to investments in joint ventures. In the current year to 31 March 2024, £1m was

transferred from the revaluation reserve to retained earnings (2022/23: £nil).

Merger reserve

This comprises the premium on the share placing in March 2013. No share premium is recorded in the Company’s

financial statements, through the operation of the merger relief provisions of the Companies Act 2006.

At 31 March 2024, options over 1,217,611 ordinary shares were outstanding under employee share option plans.

The options had a weighted average life of 3.09 years. Details of outstanding share options and shares awarded

to employees, including Executive Directors, are set out below and on the following page:

Exercise dates

Date of grant

31 March

2023 Granted

Exercised/

Vested

Lapsed/

Forfeited

31 March

2024

Exercise

price

(pence)

From To

Share options Sharesave

Scheme

29.06.18

15,898 – – (15,898)

– 549

01.09.23 01.03.24

18.06.19

7,032 – – (7,032)

– 435

01.09.22 01.03.23

18.06.19

8,549 – – (3,033)

5,516 435

01.09.24 01.03.25

07.07.20

361,293 – (223,847)

(125,664)

11,782 336

01.09.23 01.03.24

07.07.20

296,759 – – (142,757)

154,002 336

01.09.25 01.03.26

06.07.21

89,312 – – (33,511)

55,801 414

01.09.24 01.03.25

06.07.21

75,636 – – (55,787)

19,849 414

01.09.26 01.03.27

22.06.22

127,670 – – (59,670)

68,000 421

01.09.25 01.03.26

22.06.22

43,031 – – (34,555)

8,476 421

01.09.27 01.03.28

21.06.23

– 623,607 – (19,563)

604,044 287

01.09.26 01.03.27

21.06.23

– 311,045 (696)

(20,208)

290,141 287

01.09.28 01.03.29

1,025,180 934,652 (224,543)

(517,678)

1,217,611

Long

-Term Incentive Plan – options vested, not exercised

05.08.13

108,588 – – (108,588)

– 601

05.08.16 05.08.23

05.12.13

116,618 – – (116,618)

– 600

05.12.16 05.12.23

225,206 – – (225,206)

–

Total

1,250,386 934,652 (224,543)

(742,884)

1,217,611

Weighted average exercise price

options (pence)

409 287 336 440 311

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

203

19 Share capital and reserves continued

						Share price
	At 31 March		Exercised/	Lapsed/	At 31 March	at grant date
Date of grant	2023	Granted	Vested	Forfeited	2024	(pence)	Vesting date
Performance Shares Long -Term Incentive Plan
22.06.20	835,998	–	(91,174)	(744,824)	–	408.90	22.06.23
22.06.21	856,822	–	–	(56,143)	800,679	516.80	22.06.24
02.08.21	238,945	–	–	–	238,945	519.60	02.08.24
01.09.21	41,294	–	–	–	41,294	542.00	01.09.24
19.07.21	44,273	–	(44,273)	–	–	482.50	12.05.23
19.07.21	28,209	–	–	–	28,209	482.50	12.05.24
19.07.21	9,403	–	–	–	9,403	482.50	12.05.25
19.07.21	121,787	–	(13,396)	(108,391)	–	482.50	02.08.24
19.07.22	1,848,874	–		(246,371)	1,602,503	470.70	19.07.25
15.06.23	–	2,130,159		–	2,130,159	334.70	15.06.26
	4,025,605	2,130,159	(148,843)	(1,155,729)	4,851,192
Restricted Share Plan
22.06.20	742,764	–	(725,717)	(17,047)	–	412.40	22.06.23
22.06.21	819,467	–	–	(58,035)	761,432	516.80	22.06.24
19.07.22	677,472	–	–	(45,677)	631,795	470.70	19.07.25
29.07.22	21,926	–	–	–	21,926	492.00	19.07.25
15.06.23	–	900,404	–	(14,792)	885,612	334.70	15.06.26
	2,261,629	900,404	(725,717)	(135,551)	2,300,765
Total	6,287,234	3,030,563	(874,560)	(1,291,280)	7,151,957
Weighted average price
of shares (pence)	471	335	417	438	426

20 Segment information

The Group allocates resources to investment and asset management according to the sectors it expects to perform over

the medium term, and reports under two operating segments, being Campuses and Retail & London Urban Logistics.

From 1 April 2023, the Group changed the name of the Retail & Fulfilment operating segment to Retail & London Urban

Logistics in line with our evolving strategy. There have been no changes in the allocation of the segment assets,

meaning there are no restatements of the prior year comparative figures as a result of this change.

The relevant gross rental income, net rental income, operating result and property assets, being the measures of segment

revenue, segment result and segment assets used by the management of the business, are set out on the following page.

Management reviews the performance of the business principally on a proportionally consolidated basis, which includes

the Group’s share of joint ventures on a line-by-line basis and excludes non-controlling interests in the Group’s subsidiaries.

The chief operating decision maker for the purpose of segment information is the Executive Committee.

Gross rental income is derived from the rental of buildings. Operating result is the net of net rental income, fee income

and administrative expenses. No customer exceeded 10% of the Group’s revenues in either year.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

204

20 Segment information continued

Segment result

				Retail & London
	Campuses			Urban Logistics	Unallocated		Total
	2024	2023	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m	£m	£m
Gross rental income
British Land Group	85	115	210	205	–	–	295	320
Share of joint ventures	111	107	59	57	–	–	170	164
Total	196	222	269	262	–	–	465	484
Net rental income
British Land Group	71	108	207	189	–	–	278	297
Share of joint ventures	95	89	56	51	–	–	151	140
Total	166	197	263	240	–	–	429	437
Operating result
British Land Group	89	115	206	186	(56)	(55)	239	246
Share of joint ventures	85	82	54	49	(2)	(2)	137	129
Total	174	197	260	235	(58)	(57)	376	375

	2024	2023
Reconciliation to Underlying Profit	£m	£m
Operating result	376	375
Net financing charges	(108)	(111)
Underlying Profit	268	264
Reconciliation to profit (loss) before taxation
Underlying Profit	268	264
Capital and other	(254)	(1,299)
Underlying Profit attributable to non -controlling interests	1	1
Total profit (loss) before taxation	15	(1,034)
Reconciliation to Group revenue
Gross rental income per operating segment result	465	484
Less share of gross rental income of joint ventures	(170)	(164)
Plus share of gross rental income attributable to non-controlling interests	2	2
Gross rental income (Note 3)	297	322
Service charge income	59	59
Management and performance fees (from joint ventures)	17	13
Other fees and commissions	28	24
Revenue (consolidated income statement)	401	418

A reconciliation between net financing charges in the consolidated income statement and net financing charges

of £108m (2022/23: £111m) in the segmental disclosures above can be found within Table A in the supplementary

disclosures. Of the total revenues above, £nil (2022/23: £nil) was derived from outside the UK.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

205

20 Segment information continued

Segment assets

			Retail & London
	Campuses		Urban Logistics		Total
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Property assets
British Land Group	2,360	2,972	2,760	2,619	5,120	5,591
Share of joint ventures	2,922	2,687	646	629	3,568	3,316
Total	5,282	5,659	3,406	3,248	8,688	8,907

Reconciliation to net assets

	2024	2023
British Land Group	£m	£m
Property assets	8,688	8,907
Other non -current assets	73	141
Non -current assets	8,761	9,048
Other net current liabilities	(331)	(384)
EPRA net debt	(3,178)	(3,127)
Other non -current liabilities	–	(50)
EPRA NTA (diluted)	5,252	5,487
Non -controlling interests	13	13
EPRA adjustments	47	25
Net assets	5,312	5,525

21 Capital commitments

The aggregate capital commitments to purchase, construct or develop investment property, for repairs, maintenance

or enhancements, or for the purchase of investments which are contracted for but not provided, are set out below:

	2024	2023
	£m	£m
British La nd Group	148	161
Share of joint ventures	174	332
	322	493

As part of the Group’s 2030 Sustainability Strategy, the Group’s Transition Vehicle applies an internal levy of £60 per

tonne to the embodied carbon within developments. This £60 per tonne is rising to £90 per tonne from 1 April 2024 for

new developments. Two-thirds of the internal levy is available to finance retrofitting projects which improve energy

efficiency and reduce carbon emissions from our standing portfolio. The remaining third is used to purchase carbon

credits to mitigate the residual embodied carbon in our developments. The Group committed £5m to retrofitting

projects in the year to 31 March 2024 (2022/23: £5m), with £1m spent in the year to 31 March 2024 (2022/23: £5m).

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

206

22 Related party transactions

Directors are the key management personnel and have the authority and responsibility for planning, directing and

controlling the activities of the entity. Details of Directors’ remuneration are given in the Remuneration Report on pages

125 to 143. Details of transactions with The British Land Group of Companies Pension Scheme, and other smaller pension

schemes, are given in Note 9. Details of transactions with joint ventures are given in Notes 3 and 11 and outlined below.

Summarised i

ncome statement

Note

		Joint	Joint
		ventures	ventures
		2024	2023
		£m	£m
Management and performance fees (from joint ventures)	3	17	13
Share of distributions	11	77	72
Capital return	11	–	30
Summarised b alance sheet
Loans	11	(1,252)	(1,001)

The Group’s net closing investments in and loans to joint ventures, the associated closing provision for impairment and

movement in provision for impairment in the year are outlined below. The provision for impairment of investments in

joint ventures is calculated in accordance with IAS 36, and provision for impairment of loans to joint ventures is

calculated in accordance with IFRS 9 as set out in Note 1.

Provision for impairment of investments in joint ventures

				2024						2023
				Closing		Movement in				Closing		Movement in
		Net closing		provision for		provision for		Net closing		provision for		provision for
		investment		impairment		impairment		investment		impairment		impairment
	Loan	Equity	Loan	Equity	Loan	Equity	Loan	Equity	Loan	Equity	Loan	Equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Broadgate	634	708	–	(32)	–	97	498	846	–	(129)	–	(129 )
Meadowhall	145	–	(174)	(199)	18	(6)	95	–	(192)	(193)	(49)	(4)
WOSC	12	16	(3)	(22)	19	(22)	30	–	(22)	–	(6)	–
BL West End	4	69	–	(20)	–	(7)	4	75	–	(13)	–	(13)
Canada Water	–	283	–	(70)	–	(47)	–	290	–	(23)	–	(23)
Paddington Central	106	–	(8)	–	(8 )	–	107	–	–	–	(10)	–
1 Triton Square	116	79	–	(2)	–	(2)	–	–	–	–	–	–
SouthGate	–	55	–	(50)	–	–	–	56	–	(50)	–	–
Hercules Unit Trust JV	–	102	–	–	–	–	–	98	–	–	–	–
Other joint ventures	50	50	–	(54)	–	–	53	54	–	(54)	–	(3)
Total	1,067	1,362	(185)	(449)	29	13	787	1,419	(214)	(462)	(65)	(172 )

23 Contingent liabilities

Group and joint ventures

The Group and joint ventures have contingent liabilities in respect of legal claims, guarantees and warranties arising in

the ordinary course of business. It is not anticipated that any material liabilities will arise from these contingent liabilities.

24 Subsequent events

In May 2024, post year end, the Group exchanged contracts on the sale of its 50% interest in the Meadowhall joint

venture. Completion is unconditional and scheduled to occur in July 2024. The transaction values the investment

properties of the joint venture at £720m (£360m at the Group’s 50% share). The cash consideration to be received

by the Group, taking into account net debt and other customary transaction adjustments, totals £156m and is materially

in line with the carrying value of the joint venture as at 31 March 2024.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

207

25 Audit exemptions taken for subsidiaries

The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit

of individual accounts by virtue of Section 479A of that Act.

	Company
Entity Name	Number
17 -19 Bedford Street Limited	07398971
18 -20 Craven Hill Gardens Limited	07667839
20 Brock Street Limited	07401697
Adamant Investment Corporation Limited	00225149
Aldgate Place (GP) Limited	07829315
Ashband Limited	04409592
B.L.Holdings Limited	00000529
Bayeast Property Co Limited	00635800
BF Propco (No.3) Limited	05270196
BF Propco (No.5) Limited	05270219
BF Properties (No.4) Ltd	05270289
BF Properties (No.5) Ltd	05270039
BL 5KS Holdings Limited	13398992
BL Aldgate Development Limited	05070564
BL Aldgate Holdings Limited	05876405
BL Bluebutton 2014 Limited	09048771
BL Bradford Forster Limited	07780266
BL Broadgate Fragment 1 Limited	09400407
BL Broadgate Fragment 2 Limited	09400541
BL Broadgate Fragment 3 Limited	09400411
BL Broadgate Fragment 4 Limited	09400409
BL Broadgate Fragment 5 Limited	09400413
BL Broadgate Fragment 6 Limited	09400414
BL Broadway Investment Limited	10754763
BL Chess Limited	08548399
BL City Offices Holding Company Limited	06002147
BL CW Residential Holdings Limited	14178788
BL CW Upper LP Company Limited	10375411
BL Department Stores Holding Company Limited	06002135
BL Doncaster Wheatley Limited	07780272
BL Drummond Properties Limited	09806622
BL Eden Walk Limited	10620935
BL Euston Tower Holding Company Limited	11612398
BL Finsbury Square Limited	13797223
BL Goodman (LP) Limited	05056902
BL HC PH LLP	OC317199
BL High Street And Shopping Centres Holding	06002148
Company Limited
BL Innovation Properties 2 Limited	05070554
BL Innovation Properties Limited	12293278
BL Leisure And Industrial Holding	05995024
Company Limited
BL Newport Limited	04967720
BL Office (Non -City) Holding Company Limited	06002133
BL Office Holding Company Limited	05995028
BL Office Properties 3 Limited	14103029
BL Osnaburgh St Residential Ltd	06874523

Entity Name

Company

Number

BL Piccadilly

Residential Limited

08707494

BL Residual Holding Company Limited

05995030

BL Retail Holding Company Limited

05995033

BL Retail Indirect Investments Limited

12288466

BL Retail Investment Holdings Limited

11612693

BL Retail Properties 3 Limited

04869976

BL Retail Warehousing Holding

Company

Limited

06002154

BL Shoreditch Development Limited

05326670

BL South Camb Limited

07555233

BL Superstores Holding Company Limited

06002143

BL Triton Building Residential Limited

07508029

Tunbridge Wells Limited

11184483

BL West (Watling House) Limited

04067234

BL West End Investments Limited

07793483

BL Whiteley Limited

11253224

BL Whiteley Retail Limited

11254281

BLD (A) Limited

00467242

BLD (SJ) Limited

02924321

BLD

Property Holdings Limited

00823907

BLSSP (PHC 5) Limited

04104061

BLU Securities Limited

03323061

Boldswitch Limited

02307096

British Land (Joint Ventures) Limited

04682740

British Land Acquisitions Limited

05464168

British Land City Offices Limited

03946069

British Land Fund Management Limited

04450726

British Land Hercules Limited

02783381

British Land In Town Retail Limited

03325066

British Land Industrial Limited

00643370

British Land Investment Management Limited

04088640

British Land

Offices (Non-City) Limited

02740378

British Land Offices (Non

-City) No.2 Limited

06849369

British Land Property Advisers Limited

02793828

British Land Superstores (Non Securitised)

Number 2 Limited

06514283

Broadgate Adjoining Properties Limited

07580963

Broadgate City Limited

01769078

Broadgate Court Investments Limited

02048475

Cavendish Geared Limited

02779045

City Residential Holdings Limited

06049158

Clarges Estate Property Management Co Limited

08418875

Drake Circus Leisure Limited

09190208

Hempel Hotels Limited

02728455

Hercules Property UK Holdings Limited

05500932

Industrial Real Estate Limited

00503636

Ivorydell Limited

0326479 1

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

208

25 Audit exemptions taken for subsidiaries continued

Entity Name

Company

Number

London And Henley (UK) Limited

03576158

London And Henley Holdings Limited

03971515

Lonebridge UK Limited

03292034

Longford Street Residential Limited

08700158

Meadowhall

Centre (1999) Limited

02261117

Meadowhall Centre Limited

03918066

Meadowhall Group (MLP) Limited

06221263

			Company
		Entity Name	Number
		Pillar Hercules No.2 Limited	02839069
		Pillar Property Group Limited	02570618
		Plymouth Retail Limited	10368557
		Project Sunrise Limited	01588407
Meadowhall Holdings Limited	02125982
Osnaburgh Street Limited	05886735
Paddington 5KS Holdings Limited	13843365
Paddington Box Limited	14782912
Parwick Investments Limited	0454239
Pillar (Dartford) Limited	02783384
Pillar Europe Management Limited	02891826

Regent's Place Holding 1 Limited	11864369
Regent's Place Holding 2 Limited	11864307
Regent's Place Holding Company Limited	10068705
Shoreditch Support Limited	02360815
Solartron Retail Park Limited	13060834
Storey Offices Limited	11417071
TBL (Bromley) Limited	03840206
TBL Properties Limited	03863190
Topside Street Limited	11253428
Wates City Of London Properties Limited	01788526

The following partnerships are exempt from the requirements to prepare, publish and have audited individual accounts

by virtue of regulation 7 of The Partnerships (Accounts) Regulations 2008. The results of these partnerships are

consolidated within these Group consolidated financial statements.

Name	Name
BL Fixed Uplift Fund Limited Partnership	Paddington 5KS Property Limited Partnership
BL Lancaster Limited Partnership
BL Shoreditch Limited Partnership
Hereford Shopping Centre Limited Partnership

Power Court Luton Limited Partnership

The Aldgate

Place Limited Partnership

The Hercules Property Limited Partnership

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

209

COMPANY BALANCE SHEET

As at 31 March 2024

Note

2024

£m

2023

£m

Fixed assets

Investments and loans to subsidiaries

D 22,786 23,140

Investments in joint ventures

D 157 111

Other investments

D 27 30

Interest rate and currency derivative assets

E 79 142

23,049 23,423

Current assets

Debtors

G 1 7

Interest rate and currency derivative assets

E 20 –

Cash and cash equivalents

E 46 17

67 24

Current liabilities

Short term borrowings and overdrafts

E (10)

(104)

Creditors

H (131)

(96)

Amounts due to subsidiaries

(16,237)

(16,269)

(16,378)

(16,469)

Net current liabilities

(16,311)

(16,445)

Total assets less current liabilities

6,738 6,978

Non

-current liabilities

Debentures and loans

E (2,202)

(1,865)

Lease liabilities

(21)

(25)

Deferred tax liabilities

(5)

(4)

Interest rate and currency derivative liabilities

E (56)

(67)

(2,284)

(1,961)

Net assets

4,454 5,017

Equity

Called up share capital

I 235 234

Share premium

1,310 1,308

Other reserves

(5)

Merger reserve

213 213

Retained earnings

2,701 3,267

Total equity

4,454 5,017

The loss after taxation for the year ended 31 March 2024 for the Company was £353m (2022/23: £791m profit).

Tim Score Bhavesh Mistry

Chair Chief Financial Officer

The financial statements on pages 209 to 219 were approved by the Board of Directors and signed on its behalf

on 21 May 2024.

Company number 621920

FINANCIAL STATEMENTS CONTINUED

210

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2024

capital

£m

premium

£m

Other

reserves

£m

Merger

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 1 April 2023

234 1,308

(5)

213 3,267 5,017

Shares issued in the year

1 2 – – – 3

Dividend paid

– – – – (215)

(215)

Fair value of share and share option awards

– – – – 2 2

Loss

for the year after taxation – – – – (353)

(353

)

Balance at 31 March 2024

235 1,310

(5)

213 2,701 4,454

Balance at 1 April 2022

234 1,307

(5)

213 2,690 4,439

Shares issued in the

year – 1 – – – 1

Dividend paid

– – – – (215)

(215)

Fair value of share and share option awards

– – – – 1 1

Profit for the year after taxation

– – – – 791 791

Balance at 31 March 2023

234 1,308

(5)

213 3,267 5,017

The value of distributable reserves within retained earnings is £1,859m (2022/23: £2,177m) (unaudited). An explanation

of how distributable reserves are determined, and any limitations, is set out on page 212 of Note A, within the

Distributable reserves section.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

211

(A) Accounting policies

The British Land Company PLC is a public limited company, limited by shares, incorporated, domiciled and registered

in England under the Companies Act. The address of the registered office is given on page 238 and the back cover.

The principal activities of the Company and its subsidiaries, and the nature of the Group’s operations are set out in the

Strategic Report on pages 2 to 39.

The financial statements for the year ended 31 March 2024 have been prepared on the historical cost basis, except for

the revaluation of derivatives which are measured at fair value. These financial statements have been prepared in

accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101 Reduced

Disclosure Framework (‘FRS 101’).

The financial statements apply the recognition, measurement and presentation requirements of UK-adopted

International Accounting Standards in conformity with the requirements of the Companies Act 2006, but make

amendments where necessary in order to comply with the Act and take advantage of the FRS 101 exemptions. Instances

in which advantages of the FRS 101 disclosure exemptions have been taken are set out below.

The Company has taken advantage of the exemption under S.408 Companies Act 2006, to prepare an individual profit

and loss account where Group accounts are prepared.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

(a) the requirements of IAS 1 ‘Presentation of Financial Statements’ to provide a statement of cash flows for the year;

(b) the requirements of IAS 1 to provide a statement of compliance with IFRS;

(d) the requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and

Errors’ to disclose new IFRSs that have been issued but are not yet effective;

(e) the requirements in IAS 24 ‘Related Party Disclosures’ to disclose related party transactions entered into between

two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly-owned

by such a member;

(f) the requirements of paragraph 17 of IAS 24 to disclose key management personnel compensation;

(g) the requirements of IFRS 7 ‘Financial Instruments: Disclosures’ to disclose financial instruments; and

(h) the requirements of paragraphs 91-99 of IFRS 13 ‘Fair Value Measurement’ to disclose information of fair value

valuation techniques and inputs.

Going concern

The financial statements are prepared on a going concern basis. The balance sheet shows that the Company is in a net

current liability position. This results from loans due to subsidiaries of £16,237m which are repayable on demand and

therefore classified as current liabilities. These liabilities are not due to external counterparties and there is no

expectation or intention that these loans will be repaid within the next 12 months. The net current liability position also

results from the £10m of facilities that are reaching maturity within the next 12 months. The Company has access to

£1.9bn of undrawn facilities and cash, which provides the Directors with comfort that the Company will be able to meet

these current liabilities as they fall due. As a consequence of this, the Directors feel that the Company is well placed to

manage its business risks successfully despite the current economic climate. Accordingly, they believe the going

concern basis is an appropriate one. See the full assessment of preparation on a going concern basis in the corporate

governance section on page 119.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

212

(A) Accounting policies continued

Investments and loans

Investments in and loans to subsidiaries and joint ventures are stated at cost less any impairment. Impairment of loans is

calculated in accordance with IFRS 9 ‘Financial Instruments’. Impairment of investments is calculated in accordance with

IAS 36 ‘Impairment of Assets’. Further detail is provided below.

Critical accounting judgements and key sources of estimation uncertainty

The key source of estimation uncertainty relates to the Company’s investments in and loans to subsidiaries and joint

ventures. In estimating the requirement for impairment of investments, management make assumptions and judgements

on the value of these investments using inherently subjective underlying asset valuations, supported by independent

valuers with reference to investment properties held by the subsidiary or joint ventures which are held at fair value. The

assumptions and inputs used in determining the fair value are disclosed in Note 10 of the consolidated financial statements.

In accordance with IFRS 9, management has assessed the recoverability of amounts due to the Company from its

subsidiaries and joint ventures. Amounts due to the Company from subsidiaries and joint ventures are recovered

through the sale of properties and investments held by subsidiaries and joint ventures and through settling financial

assets, net of financial liabilities, that the subsidiaries and joint ventures hold with counterparties other than the

Company. This is essentially equal to the net asset value of the subsidiary or joint venture and therefore the net asset

value of the subsidiary or joint venture is considered to be a reasonable approximation of the available assets that could

be realised to recover the amounts due and the requirement to recognise expected credit losses. This assumption takes

into account historical analysis and future expectations prevalent at the balance sheet date. As a result, the expected

credit loss is considered to be equal to the excess of the Company’s interest in a subsidiary or joint venture in excess

of the subsidiary or joint venture’s fair value.

The Directors do not consider there to be any critical accounting judgements in the preparation of the Company’s

financial statements.

Distributable reserves

Included in the retained earnings the Company had distributable reserves of £1,859m as at 31 March 2024 (2022/23:

£2,177m) (unaudited). When making a distribution to shareholders, the Directors determine profits available for distribution

by reference to ‘Guidance on realised and distributable profits under the Companies Act 2006’ issued by the Institute of

Chartered Accountants in England and Wales and the Institute of Chartered Accountants of Scotland in April 2017.

The profits of the Company have been received predominantly in the form of interest income, gains on disposal of

investments, management and administration fee income and dividends from subsidiaries. The availability of distributable

reserves in the Company is dependent on those dividends meeting the definition of qualifying consideration within the

guidance and on available cash resources of the Group and other accessible sources of funds. Additionally, the Company

does not recognise internally generated gains in the current and prior years from intra-Group sales of investments or

investment properties as distributable until they are realised, usually through onward sale to external third parties. The

distributable reserves are therefore subject to any future restrictions or limitations at the time such distribution is made.

(B) Dividends

Details of dividends paid and proposed are included in Note 18 of the consolidated financial statements.

Employee costs include wages and salaries of £40m (2022/23: £41m), social security costs of £6m (2022/23: £6m)

and pension costs of £5m (2022/23: £4m). Details of the Executive Directors’ remuneration are disclosed in the

Remuneration Report on pages 125 to 143. Details of the number of employees of the Company are disclosed in Note 8 of

the consolidated financial statements. Audit fees in relation to the parent Company only were £0.5m (2022/23: £0.5m).

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

213

(D) Investments in subsidiaries and joint ventures, loans to subsidiaries and

other investments

Shares in

subsidiaries

£m

Loans to

subsidiaries

£m

Investments

in joint

ventures

£m

Other

investments

£m

Total

£m

At 1 April 2023

9,069 14,071 111 30 23,281

Additions

– 2,117 37 5 2,159

Disposals

–

(2,128)

– (3)

(2,131)

Amortisation

– – – (5)

(5)

rovision for) reversal of impairment (275)

(68

)

9 – (334

)

As at 31 March 202

4 8,794 13,992 157 27 22,970

The historical cost of shares in subsidiaries is £9,723m (2022/23: £9,723m). The historical cost of investments in joint

ventures is £539m (2022/23: £502m) net of provision for impairment of £382m (2022/23: £391m) and includes £157m

(2022/23: £110m) of loans to joint ventures by the Company. Results of the joint ventures are set out in Note 11 of the

consolidated financial statements. The historical cost of other investments is £56m (2022/23: £70m). The investments in

joint ventures of £157m (2022/23: £111m) consists of loans of £157m (2022/23: £111m) and equity of £nil (2022/23: £nil).

(E) Net debt

2024

£m

2023

£m

Secured on the assets of the Company

5.264% First Mortgage Debenture Bonds 2035

321 325

5.0055% First Mortgage Amortising Debentures 2035

85 86

5.357% First Mortgage Debenture Bonds 2028

217 218

623 629

Unsecured

4.766% Senior US Dollar Notes 2023

– 105

5.003% Senior US

Dollar Notes 2026

63 65

3.81% Senior Notes 2026

98 97

3.97% Senior Notes 2026

97 97

2.375% Sterling Unsecured Bond 2029

299 299

4.16% Senior US Dollar Notes 2025

76 78

2.67% Senior Notes 2025

37 38

2.75% Senior Notes 2026

37 38

Floating Rate

Senior Notes 2028 80 80

Floating Rate Senior Notes 2034

101 101

Facilities and overdrafts

701 342

1,589 1,340

Gross debt

2,212 1,969

Interest rate and currency derivative liabilities

56 67

Interest rate and currency derivative assets

(99)

(142)

Cash and cash equivalents

(46)

(17)

Net debt

2,123 1,877

1. Principal and interest on these borrowings were fully hedged into Sterling at a floating rate at the time of issue.

2. Interest rate and currency derivative assets includes non-current interest rate and currency derivative assets of £79m (2022/23:

£142m) and current interest rate and currency derivative assets of £20m (2022/23: £nil).

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

214

(E) Net debt continued

Maturity analysis of net debt

2024

£m

2023

£m

Repayable within one year and on demand

10 104

between:

one and two years 314 6

two and five years 991 989

five and ten years 306 386

ten and fifteen years 591 484

fifteen and twenty years – –

2,202 1,865

Gross debt

2,212 1,969

Interest rate and currency derivatives

(43)

(75)

Cash and cash equivalents

(46)

(17)

Net debt

2,123 1,877

(F) Pension

The British Land Group of Companies Pension Scheme and the Defined Contribution Pension Scheme are the principal

pension schemes of the Company and details are set out in Note 9 of the consolidated financial statements.

(G) Debtors

2024

£m

2023

£m

Trade and other debtors

1 5

Corporation tax

– 2

1 7

Trade and other debtors are shown after deducting a provision for impairment against tenant debtors of £nil (2022/23:

£nil). The provision for impairment is calculated as an expected credit loss on trade and other debtors in accordance

with IFRS 9.

(H) Creditors

2024

£m

2023

£m

Trade creditors

58 36

Corporation tax

8 –

Other taxation and social security

20 21

Accruals and deferred income

45 39

131 96

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

215

(I) Called up share capital

£m

Ordinary shares

of 25p each

Issued, called and fully paid

At 1 April 2023

234 938,334,977

Share issues

1 429,046

At 31 March 2024

235 938,764,023

£m

Ordinary shares

of 25p each

Issued, called

and fully paid

At 1 April 2022

234 938,109,433

Share issues

– 225,544

At 31 March 2023

234 938,334,977

(J) Contingent liabilities, capital commitments and related party transactions

The Company has contingent liabilities in respect of legal claims, guarantees and warranties arising in the ordinary

course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities.

At 31 March 2024, the Company has £nil of capital commitments (2022/23: £nil).

Related party transactions are the same for the Company as for the Group. For details refer to Note 22 of the

consolidated financial statements.

(K) Disclosures relating to subsidiary undertakings

The Company’s subsidiaries and other related undertakings at 31 March 2024 are listed on the next page. All Group

entities are included in the consolidated financial statements.

Unless otherwise stated, the Company holds 100% of the voting rights and beneficial interests in the shares of the

following subsidiaries, partnerships, associates and joint ventures. Unless otherwise stated, the subsidiaries and related

undertakings are registered in the United Kingdom.

The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated.

The Company holds the majority of its assets in UK companies, although some are held in overseas companies. In recent

years we have reduced the number of overseas companies in the Group.

Unless noted otherwise as per the following key, the registered address of each company is York House, 45 Seymour

Street, London W1H 7LX.

1. 47 Esplanade, St Helier, Jersey JE1 0BD.

2. 44 Esplanade, St Helier, Jersey JE1 0BD.

3. 540 Herengracht, 1017CG, Amsterdam, Netherlands.

4. St Helen’s, 1 Undershaft, London EC3P 3DQ.

* Companies with an active proposal to be struck off the register or are undergoing liquidation.

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

216

(K) Disclosures relating to subsidiary undertakings continued

Direct holdings

Company Name

UK/Overseas Tax

Resident Status

BL Bluebutton 2014 Limited

UK Tax Resident

BL Bluebutton 2023 Limited

UK Tax Resident

BL Davidson Limited

UK Tax Resident

BL Intermediate Holding Company Limited

UK Tax Resident

BL Intermediate Holding Company 2 Limited

UK Tax

Resident

BL Shoreditch Development Limited

UK Tax Resident

Bluebutton Property Management UK

Limited (50% interest)

UK Tax Resident

Boldswitch (No 1) Limited

UK Tax Resident

Boldswitch Limited

UK Tax Resident

British Land Company Secretarial Limited

UK Tax Resident

British Land Properties Limited

UK Tax Resident

British Land Real Estate Limited*

UK Tax Resident

British Land Securities Limited

UK Tax Resident

Broadgate Estates Limited

UK Tax Resident

London and Henley Holdings Limited

UK Tax

Resident

Meadowhall Pensions Scheme

Trustee

Limited

UK Tax Resident

MSC Property Intermediate Holdings Limited

(50% interest)

UK Tax Resident

Regis Property Holdings Limited

UK Tax Resident

Indirect holdings

Company Name

UK/Overseas Tax

Resident Status

10 Brock Street Limited

UK Tax Resident

10 Triton Street Limited

UK Tax Resident

-19 Bedford Street Limited

UK Tax Resident

-20 Craven Hill Gardens Limited

UK Tax Resident

20 Brock Street Limited

UK Tax Resident

20 Triton

Street Limited

UK Tax Resident

338 Euston Road Limited

UK Tax Resident

350 Euston Road Limited

UK Tax Resident

Adamant Investment Corporation Limited

UK Tax Resident

Aldgate Land One Limited

UK Tax Resident

Aldgate

Place (GP) Limited

UK Tax Resident

Ashband Limited

UK Tax Resident

B.L. Holdings Limited

UK Tax Resident

B.L.C.T. (12697) Limited (Jersey)

UK Tax Resident

Barnclass Limited

UK Tax Resident

Barndrill Limited

UK Tax Resident

Bayeast

Property Co Limited

UK Tax Resident

BF Propco (No 3) Limited

UK Tax Resident

BF Propco (No 5) Limited

UK Tax Resident

BF Properties (No 4) Limited

UK Tax Resident

BF Properties (No 5) Limited

UK Tax Resident

Birstall Co

-Ownership Trust (Member

intere

st) (41.25% interest)

UK Tax Resident

Birstall Retail Park Limited

UK Tax Resident

BL 5KS Holdings Limited

UK Tax Resident

BL Aldgate Development Limited

UK Tax Resident

BL Aldgate Investment Limited

UK Tax Resident

BL Bradford Forster Limited

UK Tax Resident

BL Broadgate Fragment 1 Limited

UK Tax Resident

BL Broadgate Fragment 2 Limited

UK Tax Resident

BL Broadgate Fragment 3 Limited

UK Tax Resident

BL Broadgate Fragment 4 Limited

UK Tax Resident

BL Broadgate Fragment 5 Limited

UK Tax Resident

BL Broadgate Fragment 6 Limited

UK Tax Resident

BL Broadway Investment Limited

UK Tax Resident

BL Chess Limited

UK Tax Resident

BL City Offices Holding Company Limited

UK Tax Resident

BL CW Residential Holdings Limited

UK Tax Resident

BL CW

Trading GP Company Limited

(50%

interest)

UK Tax Resident

BL CW Trading Limited Partnership

(Partnership interest) (50% interest)

UK Tax Resident

BL CW Upper GP Company Limited

(50% interest)

UK Tax Resident

BL CW Upper Limited Partnership

(Partnership interest) (50% interest)

UK Tax Resident

BL CW Upper LP Company Limited

UK Tax Resident

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

217

(K) Disclosures relating to subsidiary undertakings continued

Company Name

UK/Overseas Tax

sident Status

BL Department Stores Holding

Company Limited

UK Tax Resident

BL Doncaster Wheatley Limited

UK Tax Resident

BL Drummond Properties Limited

UK Tax Resident

BL Ealing Holding Company Limited

UK Tax Resident

BL Ealing Limited

UK Tax

Resident

BL Eden Walk Limited

UK Tax Resident

BL European Holdings Limited*

UK Tax Resident

BL Euston Tower Holding Company Limited

UK Tax Resident

BL Finsbury Square Limited

UK Tax Resident

BL Fixed Uplift Fund Limited Partnership

(Partnership interest)

UK Tax Resident

BL Fixed Uplift General Partner Limited

UK Tax Resident

BL Fixed Uplift Nominee 1 Limited

UK Tax Resident

BL Fixed Uplift Nominee 2 Limited

UK Tax Resident

BL Goodman (General Partner) Limited

(50%

interest)

UK Tax Resident

BL Goodman (LP) Limited

UK Tax Resident

BL Goodman Limited Partnership

(50% interest)

UK Tax Resident

BL HB Investments Limited

UK Tax Resident

BL HC PH LLP (Member interest)

UK Tax Resident

BL High Street and Shopping Centr

Holding Company Limited

UK Tax Resident

BL Holdings 2010 Limited

UK Tax Resident

BL Innovation Properties 2 Limited

UK Tax Resident

BL Innovation Properties Limited

UK Tax Resident

BL Lancaster Investments Limited

UK Tax Resident

Lancaster Limited Partnership

(Partnership

interest)

UK Tax Resident

BL Leisure and Industrial Holding

Company

Limited

UK Tax Resident

BL Logistics Investment 2 Limited

UK Tax Resident

BL Logistics Investment 3 Limited

UK Tax Resident

Logistics Investment Limited

UK Tax Resident

BL Meadowhall Holdings Limited

UK Tax Resident

BL Meadowhall Limited

UK Tax Resident

BL Newport Limited

UK Tax Resident

BL Office (Non

-City) Holding

Company Limited

UK Tax Resident

BL Office Holding

Company Limited

UK Tax Resident

BL Office Properties 1 Limited

UK Tax Resident

BL Office Properties 2 Limited

UK Tax Resident

BL Office Properties 3 Limited

UK Tax Resident

BL Offices GP Limited

UK Tax Resident

BL Osnaburgh

St Residential Ltd

UK Tax Resident

BL Paddington Holding Company 1 Limited

UK Tax Resident

BL Paddington Holding Company 2 Limited

UK Tax Resident

Company Name

UK/Overseas Tax

sident Status

BL Paddington Property 1 Limited

UK Tax Resident

BL Paddington Property 2 Limited

UK Tax Resident

BL Pa

ddington Property 3 Limited

UK Tax Resident

BL Paddington Property 4 Limited

UK Tax Resident

BL Piccadilly Residential Limited

UK Tax Resident

BL Residual Holding Company Limited

UK Tax Resident

BL Retail Holding Company Limited

UK Tax Resident

Retail Indirect Investments Limited

UK Tax Resident

BL Retail Investment Holdings Limited

UK Tax Resident

BL Retail Properties 2 Limited

UK Tax Resident

BL Retail Properties 3 Limited

UK Tax Resident

BL Retail Properties Limited

UK Tax Resident

Retail Property Holdings Limited

UK Tax Resident

BL Retail Warehousing Holding

Company Limited

UK Tax Resident

BL Sainsbury Superstores Limited

(50% interest)*

UK Tax Resident

BL Shoreditch General Partner Limited

UK Tax Resident

BL Shoreditch Limite

d Partnership

(Partnership

interest)

UK Tax Resident

BL Shoreditch No. 1 Limited

UK Tax Resident

BL Shoreditch No. 2 Limited

UK Tax Resident

BL South Camb Limited

UK Tax Resident

BL Superstores Holding Company Limited

UK Tax Resident

BL Thanet

Limited

UK Tax Resident

BL Triton Building Residential Limited

UK Tax Resident

BL Tunbridge Wells Limited

UK Tax Resident

BL Unitholder No. 1 (J) Limited (Jersey)

Overseas Tax

Resident

BL Unitholder No. 2 (J) Limited (Jersey)

Overseas Tax

Resident

BL West (Watling House) Limited

UK Tax Resident

BL West End Investments Limited

UK Tax Resident

BL West End Offices Limited (25% interest)

UK Tax Resident

BL Whiteley Limited

UK Tax Resident

BL Whiteley Retail Limited

UK Tax Resident

Woolwich Limited

UK Tax Resident

BL Woolwich Nominee 1 Limited

UK Tax Resident

BL Woolwich Nominee 2 Limited

UK Tax Resident

Blackwall (1)

UK Tax Resident

BLD (A) Limited*

UK Tax Resident

BLD (SJ) Limited

UK Tax Resident

BLD Property Holdings

Limited

UK Tax Resident

BLSSP (PHC 5) Limited

UK Tax Resident

BLU Estates Limited

UK Tax Resident

BLU Property Management Limited

UK Tax Resident

BLU Securities Limited

UK Tax Resident

British Land (Joint Ventures) Limited

UK Tax Resident

FINANCIAL STATEMENTS CONTINUED

NOTES TO THE ACCOUNTS CONTINUED

218

(K) Disclosures relating to subsidiary undertakings continued

Company Name

UK/Overseas Tax

Resident Status

British Land Acquisitions Limited

UK Tax Resident

British Land City Offices

Limited

UK Tax Resident

British Land Fund Management Limited

UK Tax Resident

British Land Hercules Limited

UK Tax Resident

British Land In Town Retail Limited

UK Tax Resident

British Land Industrial Limited

UK Tax Resident

British Land Investment

Mana

gement Limited*

UK Tax Resident

British Land Offices (Non

-City) Limited

UK Tax Resident

British Land Offices (Non

-City) No. 2 Limited

UK Tax Resident

British Land Property Advisers Limited

UK Tax Resident

British Land Property Management Limited

Tax Resident

British Land Property Services Limited

UK Tax Resident

Broadgate Adjoining Properties Limited

UK Tax Resident

Broadgate City Limited

UK Tax Resident

Broadgate Court Investments Limited

UK Tax Resident

Broadgate Estates People

Management

Limited

UK Tax Resident

Broadgate Investment Holdings Limited

UK Tax Resident

Broadgate Properties Limited

UK Tax Resident

Broadgate REIT Limited (50% interest)

Tax Resident

Broughton Retail Park Limited (Jersey)

UK Tax Resident

Broughton Unit

Trust (Units)

Overseas Tax

Resident

Brunswick Park Limited

UK Tax Resident

BVP Developments Limited

UK Tax Resident

Cavendish Geared Limited

UK Tax Resident

Cheshine Properties Limited

UK Tax Resident

Chester Limited

UK Tax Resident

Chrisilu Nominees Limited

UK Tax Resident

City of London Office Unit Trust (Jersey)

(Units) (35.94% interest)

Overseas Tax

Resident

City Residential Holdings Limite

UK Tax Resident

Clarges Estate Property Management

Limited

UK Tax Resident

Cornish Residential Properties

Trading

Limited

UK Tax Resident

Crescent West Properties

UK Tax Resident

Deepdale Co

-Ownership Trust (50% interest)

UK Tax Resident

Drake Circus Centre Limited

UK Tax Resident

Drake Circus Leisure Limited

UK Tax Resident

Drake Property Holdings Limited

UK Tax Resident

Drake Property Nominee (No. 1) Limited

UK Tax Resident

Drake Property Nominee (No. 2) Limited

UK Tax Resident

Eden Walk Shopping Centre General Partner

Limited (50% interest)

UK Tax Resident

Eden Walk Shopping Centre Unit Trust

(50% interest) (Jersey) (Units)

Overseas Tax

Resident

Company Name

UK/Overseas Tax

Resident Status

Elk Mill Oldham Limited

UK Tax Resident

Euston Tower Limited

UK Tax Resident

Finsbury Square BV

Overseas Tax

Resident

Fort Kinnaird GP Limited (50% Interest)

UK Tax Resident

Fort Kinnaird Limited Partnership (50% interest)

UK Tax Resident

Fort Kinnaird Nominee Limited (50% interest)

UK Tax Resident

FRP Group Limited

UK Tax Resident

Garamead Properties Limited

UK Tax Resident

Gibraltar General

Partner Limited (50% interest)

UK Tax Resident

Gibraltar Nominees Limited (50% interest)

UK Tax Resident

Giltbrook Retail Park Nottingham Limited

UK Tax Resident

Glenway Limited

UK Tax Resident

Hempel Holdings Limited

UK Tax Resident

Hempel

Hotels Limited

UK Tax Resident

Hercules Property UK Holdings Limited

UK Tax Resident

Hercules Property UK Limited

UK Tax Resident

Hercules Unit Trust (Jersey) (Units)

Overseas Tax

Resident

Hereford Old Market Limited

UK Tax Resident

Hereford Shopping

Centre GP Limited

UK Tax Resident

Hereford Shopping Centre Limited Partnership

Tax Resident

HUT Investments Limited (Jersey)

Overseas Tax

Resident

Industrial Real Estate Limited

UK Tax Resident

Insistmetal 2 Limited

UK Tax Resident

Ivorydell Limited*

UK Tax Resident

Lancaster General Partner Limited

UK Tax Resident

London and Henley (UK) Limited

UK Tax Resident

Lonebridge UK Limited

UK Tax Resident

Longford Street Residential Limited

UK Tax Resident

Ludgate Investment

Holdings Limited

UK Tax Resident

Mayfair Properties

UK Tax Resident

Mayflower Retail Park Basildon Limited

UK Tax Resident

Meadowhall Centre (1999) Limited

UK Tax Resident

Meadowhall Centre Limited

UK Tax Resident

Meadowhall

Centre Pension Scheme

Trustees

Limited

UK Tax Resident

Meadowhall Estates (UK) Limited

UK Tax Resident

Meadowhall Group (MLP) Limited

UK Tax Resident

Meadowhall Holdings Limited

UK Tax Resident

Meadowhall

Opportunities Nominee 1 Limited

UK Tax Resident

Meadowhall Opportunities Nominee 2 Limited

UK Tax Resident

Mercari

UK Tax Resident

Mercari Holdings Limited

UK Tax Resident

Moorage (Property Developments) Limited

UK Tax Resident

Nugent

Shopping Park Limited

UK Tax Resident

One Hundred Ludgate Hill

UK Tax Resident

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

219

(K) Disclosures relating to subsidiary undertakings continued

Company Name

UK/Overseas Tax

Resident Status

One

Triton Holding Limited (50% Interest)

UK Tax Resident

Orbital Shopping Park Swindon Limited

UK Tax Resident

Osnaburgh Street Limited

UK Tax Resident

Paddington 3KS Investments Limited

UK Tax Resident

Paddington 5KS GP Limited

UK Tax Resident

Paddington 5KS Holdings Limited

UK Tax Resident

Paddington 5KS Holdings Limited

UK Tax Resident

Paddington 5KS Nominee 1 Limited

UK Tax Resident

Paddington 5KS Nominee 1 Limited

UK Tax Resident

Paddington 5KS Nominee 2 Limited

UK Tax Resident

Paddington 5KS Nominee 2 Limited

UK Tax Resident

Paddington 5KS Unit Trust (Jersey) (Units)

Overseas Tax

Resident

Paddington Box Limited

UK Tax Resident

Paddington Property Investment GP Limited

(25% interest)

UK Tax Resident

Paddington Property Inves

tment Limited

Partnership (25% interest)

UK Tax Resident

Parwick Holdings Limited

UK Tax Resident

Parwick Investments Limited

UK Tax Resident

PC Canal Limited

UK Tax Resident

PC Lease Nominee Ltd

UK Tax Resident

PC Partnership Nominee Ltd

UK Tax

Resident

Piccadilly Residential Limited

UK Tax Resident

Pillar (Dartford) Limited

UK Tax Resident

Pillar (Fulham) Limited

UK Tax Resident

Pillar City Limited

UK Tax Resident

Pillar Dartford No.1 Limited

UK Tax Resident

Pillar Denton Limited

UK Tax

Resident

Pillar Europe Management Limited

UK Tax Resident

Pillar Hercules No.2 Limited

UK Tax Resident

Pillar Nugent Limited

UK Tax Resident

Pillar Projects Limited

UK Tax Resident

Pillar Property Group Limited

UK Tax Resident

PillarStore

Limited

UK Tax Resident

Plymouth Retail Limited

UK Tax Resident

Power Court GP Limited

UK Tax Resident

Power Court Luton Limited

UK Tax Resident

Power Court Luton Limited Partnership

(Partnership interest)

UK Tax Resident

Project Sunrise Limited

Tax Resident

Reading Gate Retail Park Co

-Ownership

(Member interest) (50% interest)

UK Tax Resident

Regent’s Place Holding 1 Limited

UK Tax Resident

Regent’s Place Holding 2 Limited

UK Tax Resident

Regent’s Place Holding Company Limited

UK Tax

Resident

Regents Place Management Company

Limited

(Interest 93.75%)

UK Tax Resident

Company Name

UK/Overseas Tax

Resident Status

Regents Place Residential Limited

UK Tax Resident

Salmax Properties

UK Tax Resident

Seymour Street Homes Limited

UK Tax Resident

Southgate General Partner Limited

(50

% interest)

UK Tax Resident

Southgate Property Unit Trust (Jersey) (Units)

UK Tax Resident

Southgate Property Unit Trust (Jersey) (Units)

Overseas Tax

Resident

Speke Unit Trust (87.5% interest) (Jersey)

(Units)

Overseas Tax

Resident

St.

Stephens Shopping Centre Limited

UK Tax Resident

Stockton Retail Park Limited

UK Tax Resident

Storey Offices Limited

UK Tax Resident

Storey Spaces Limited

UK Tax Resident

TBL (Bromley) Limited

UK Tax Resident

TBL Holdings Limited

UK Tax

Resident

TBL Properties Limited

UK Tax Resident

Teesside Leisure Park Limited (51% interest)

UK Tax Resident

The Aldgate Place Limited Partnership

(Partnership interest)

UK Tax Resident

The Dartford Partnership (Member interest)

(50% interest)

UK Tax

Resident

The Hercules Property Limited Partnership

(Partnership interest)

UK Tax Resident

The Leadenhall Development Company

Limited (50% interest)

UK Tax Resident

The Mary Street Estate Limited

UK Tax Resident

The Whiteley

Co-Ownership (Member

interest) (50% interest)

UK Tax Resident

Thurrock Retail Park Unit Trust

Overseas Tax

Resident

Tollgate Centre Colchester Limited

UK Tax Resident

Topside Street Limited

UK Tax Resident

Tweed Premier 4 Limited

UK Tax

Resident

Union Property Corporation Limited

UK Tax Resident

Union Property Holdings (London) Limited

UK Tax Resident

United Kingdom Property Company Limited

UK Tax Resident

Valentine Co

-ownership Trust (Member

interest) (50% interest)

UK Tax

Resident

Wates City of London Properties Limited

UK Tax Resident

Westbourne Terrace Partnership

(Partnership interest)

UK Tax Resident

Whiteley Shopping Centre Unit Trust

(Jersey) (Units)

Overseas Tax

Resident

WOSC GP Limited (25%

interest)

UK Tax Resident

WOSC Partners LP (Partnership interest)

(25% interest)

UK Tax Resident

FINANCIAL STATEMENTS CONTINUED

220

SUPPLEMENTARY DISCLOSURES

Unaudited unless otherwise stated

Table A: Summary income statement and balance sheet (Unaudited)

Summary income statement based on proportional consolidation for the year ended 31 March 2024

The following pro forma information is unaudited and does not form part of the consolidated financial statements or the

notes thereto. It presents the results of the Group, with its share of the results of joint ventures included on a line-by-line

basis and excluding non-controlling interests.

Year ended 31 March 2024 Year ended 31 March 2023

Group

£m

Share of

joint

ventures

£m

Less non-

controlling

interests

£m

Proportionally

consolidated

£m

Group

£m

Share of

joint

ventures

£m

Less non-

controlling

interests

£m

Proportionally

consolidated

£m

Gross rental income

308 170 (2)

476 331 164 (2)

493

Property operating expenses

(22)

(15)

1 (36)

(28)

(20)

(47)

Net rental income

286 155 (1)

440 303 144 (1)

446

Administrative expenses

(85)

(2)

– (87)

(88)

(1)

–

(89)

Net fees and other income

23 – – 23 18 – – 18

Ungeared income return

224 153 (1)

376 233 143 (1)

375

Net

financing charges (55)

(53)

– (108)

(60)

(51)

–

(111)

Underlying Profit

169 100 (1)

268 173 92 (1)

264

Underlying taxation

(3)

– – (3)

(1)

– –

(1)

Underlying Profit after taxation

166 100 (1)

265 172 92 (1)

263

Valuation movement (see Note 4)

(310)

(1,365)

Other capital and taxation (net)

42 74

Result attributable to

shareholders of

the Company (3)

(1,028)

1. Group gross rental income includes £11m (2022/23: £9m) of all-inclusive rents relating to service charge income and excludes the

£25m (2022/23: £nil) of rent receivable and £149m (2022/23: £nil) of surrender premia received within the Capital and other column

of the income statement (see Note 3).

2. Group property operating expenses excludes £54m (2022/23: £nil) of provisions for impairment of tenant incentives and contracted

rent increases within the Capital and other column of the income statement (see Note 3).

3. Administrative expenses includes £8m (2022/23: £7m) of depreciation and amortisation.

4. Includes other comprehensive income.

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

221

Table A: Continued

Summary balance sheet based on proportional consolidation as at 31 March 2024

The following pro forma information is unaudited and does not form part of the consolidated primary statements or the

notes thereto. It presents the composition of the EPRA NTA of the Group, with its share of the net assets of the joint

ventures included on a line-by-line basis, and excluding non-controlling interests, and assuming full dilution.

Group

£m

Share of

joint

ventures

£m

Less non-

controlling

interests

£m

options

£m

Mark-to-

market on

derivatives

and

debt

adjustment

£m

Lease

liabilities

£m

Valuation

surplus on

trading

properties

£m

Intangibles

and

Deferred

tax

£m

EPRA NTA

31 March

2024

£m

EPRA NTA

31 March

2023

£m

Campuses

properties

2,474 2,932 – – – (123)

(1)

– 5,282 5,659

Retail &

London

Urban Logistics

properties

2,777 661

(14)

– – (18)

– – 3,406 3,248

Total properties

5,251 3,593

(14)

– – (141)

(1)

– 8,688 8,907

Investments in

joint

ventures 2,429 (2,429)

– – – – – – – –

Other investments

54 – – – – –

(8)

46 50

Other net

(liabilities) assets

(336)

(122)

2 11 – 141 – – (304)

(343)

Deferred tax liability

(5)

(1)

– – – – – 6 – –

Net debt

(2,081)

(1,041)

(1)

– (55)

– – – (3,178)

(3,127)

Net assets

5,312 – (13)

11 (55)

– (1)

(2)

5,252 5,487

EPRA NTA per

share (Note 2)

562p 588p

1. Included within the total property value of £8,688m (2022/23: £8,907m) are right-of-use assets net of lease liabilities of £4m

(2022/23: £9m), which in substance, relate to properties held under leasing agreements. The fair values of right-of-use assets are

determined by calculating the present value of net rental cash flows over the term of the lease agreements.

2. EPRA net debt of £3,178m represents adjusted net debt used in Proportionally consolidated LTV and Net Debt to EBITDA calculations

of £3,261m (see Note 16), less tenant deposits of £57m and issue costs and fair value hedge adjustments of £26m.

EPRA Net Tangible Assets movement

Year ended

31 March 2024

Year ended

31 March 2023

£m

Pence per

£m

Pence per

Opening EPRA NTA

5,487 588

6,806 730

Income

return 265 28

263 28

Capital return

(285)

(31)

(1,367)

(147)

Dividend paid

(215)

(23)

(215)

(23)

Closing EPRA NTA

5,252 562

5,487 588

FINANCIAL STATEMENTS CONTINUED

222

SUPPLEMENTARY DISCLOSURES CONTINUED

Table B: EPRA Performance measures

EPRA Performance measures summary table

2024

2023

£m

Pence per

£m

Pence per

EPRA Earnings

–

basic 385 41.5

263 28.4

–

diluted 385 41.4

263 28.3

Percentage

EPRA Net Initial Yield

5.1%

EPRA ‘topped

-up’ Net Initial Yield 5.8%

5.7%

EPRA Vacancy Rate

10.0%

6.3%

EPRA Cost Ratio (including direct vacancy costs)

16.4%

19.5%

EPRA Cost Ratio (excluding direct vacancy costs)

9.2%

12.6%

2024

2023

Net assets

£m

Net asset

value per

(pence)

Net assets

£m

Net asset

value per

(pence)

EPRA NTA

5,252 562

5,487 588

EPRA NRV

5,782 619

6,029 646

EPRA NDV

5,389 577

5,658 606

Percentage

EPRA LTV

40.5%

39.5%

Calculation and reconciliation of Underlying/EPRA/IFRS Earnings and Underlying/EPRA/IFRS

Earnings per share (Audited)

2024

£m

2023

£m

Loss attributable to the shareholders of the Company

(1)

(1,038)

Exclude:

Group

– Underlying taxation 3 1

Group

– Capital and other taxation 11 4

Group

– valuation movement 131 798

Group

– loss on disposal of investment properties and revaluation of investments 23 30

Group

– Capital and other revenue and costs (see Note 3) (120)

–

Joint ventures

– valuation movement (see Note 4) 179 567

Joint ventures

– Capital financing charges (income) 5

(8)

Joint ventures

– profit on disposal of investment and trading properties (5)

–

Joint ventures

– deferred taxation – –

Changes in fair value of

financial instruments and associated close-out costs 41

(88)

Non

-controlling interests in respect of the above 1

(2)

Underlying Profit

268 264

Group

– Underlying current taxation (3)

(1)

Underlying Earnings

– basic and diluted 265 263

Group

– Capital and other revenue and costs (see Note 3) 120 –

EPRA Earnings

– basic and diluted 385 263

Loss

attributable to the shareholders of the Company (1)

(1,038)

IFRS Earnings

– basic and diluted (1)

(1,038)

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

223

Table B continued

2024

Number

million

2023

Number

million

Weighted average number of shares

938 938

Adjustment for treasury shares

(11)

IFRS/EPRA/Underlying Weighted average number of shares (basic)

927 927

Dilutive effect of share options

– –

Dilutive effect of

ESOP shares 2 3

EPRA/Underlying Weighted average number of shares (diluted)

929 930

Remove anti

-dilutive effect (2)

(3)

IFRS Weighted average number of shares (diluted)

927 927

Net assets per share (Audited)

2024

2023

£m

Pence per

£m

Pence per

IFRS net assets

5,312

5,525

Deferred tax arising on revaluation movements

Mark

-to-market on derivatives and related debt adjustments

(55)

(44)

Dilution effect of share options

(Deficit) s

urplus on trading properties

(1)

Intangible assets

(8)

Less non

-controlling interests

(13)

EPRA NTA

5,252 562

5,487 588

Intangible assets

Purchasers’ costs

522

534

EPRA NRV

5,782 619

6,029 646

Deferred tax arising on

revaluation movements

(6)

(7)

Purchasers’ costs

(522

)

(534)

Mark

-to-market on derivatives and related debt adjustments 55

Mark

-to-market on debt 80

126

EPRA NDV

5,389 577

5,658 606

EPRA NTA is considered to be the most relevant measure for the Group and is now the primary measure of net assets.

EPRA NTA assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

Due to the Group’s REIT status, deferred tax is only provided at each balance sheet date on properties outside the REIT

regime. As a result, deferred taxes are excluded from EPRA NTA for properties within the REIT regime. For properties

outside of the REIT regime, deferred tax is included to the extent that it is expected to crystallise, based on the Group’s

track record and tax structuring. EPRA NRV reflects what would be needed to recreate the Group through the

investment markets based on its current capital and financing structure. EPRA NDV reflects shareholders’ value which

would be recoverable under a disposal scenario, with deferred tax and financial instruments recognised at the full extent

of their liability.

2024

Number

million

2023

Number

million

Number of shares at year end

938 938

Adjustment for treasury shares

(11)

IFRS/EPRA number of shares (basic)

927 927

Dilutive effect of share options

3 3

Dilutive effect of ESOP shares

4 3

IFRS/EPRA number of shares (diluted)

934 933

FINANCIAL STATEMENTS CONTINUED

224

SUPPLEMENTARY DISCLOSURES CONTINUED

Table B continued

EPRA Net Initial Yield and ‘topped-up’ Net Initial Yield (Unaudited)

2024

£m

2023

£m

Investment property

– wholly-owned 5,116 5,582

Investment property

– share of joint ventures 3,568 3,316

Less developments, residential and land

(1,861)

(1,363)

Completed property portfolio

6,823 7,535

Allowance for estimated purchasers’ costs

885 525

Gross up completed property portfolio

valuation (A) 7,708 8,060

Annualised cash passing rental income

423 443

Property outgoings

(32)

(34)

Annualised net rents (B)

391 409

Rent expiration of rent

-free periods and fixed uplifts

55 54

‘Topped

-up’ net annualised rent (C) 446 463

EPRA

Net Initial Yield (B/A) 5.1% 5.1%

EPRA ‘topped

-up’ Net Initial Yield (C/A) 5.8% 5.7%

Including fixed/minimum uplifts received in lieu of rental growth

4 6

Total ‘topped

-up’ net rents (D) 450 469

Overall ‘topped

-up’ Net Initial Yield (D/A) 5.8% 5.8%

‘Topped

-up’ net annualised rent 446 463

ERV vacant space

51 31

Reversions

(7)

Total ERV (E)

504 487

Net Reversionary Yield (E/A)

6.5% 6.0%

1. The weighted average period over which rent-free periods expire is one year (2022/23: one year).

EPRA Net Initial Yield (NIY) basis of calculation

EPRA NIY is calculated as the annualised net rent (on a cash flow basis), divided by the gross value of the completed

property portfolio. The valuation of our completed property portfolio is determined by our external valuers as at

31 March 2024, plus an allowance for estimated purchasers’ costs. Estimated purchasers’ costs are determined by the

relevant stamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent

deduction allowed for property outgoings is based on our valuers’ assumptions on future recurring non-recoverable

revenue expenditure.

In calculating the EPRA ‘topped-up’ NIY, the annualised net rent is increased by the total contracted rent from expiry

of rent-free periods and future contracted rental uplifts where defined as not in lieu of growth. Overall ‘topped-up’ NIY

is calculated by adding any other contracted future uplift to the ‘topped-up’ net annualised rent.

The net reversionary yield is calculated by dividing the total estimated rental value (ERV) for the completed property

portfolio, as determined by our external valuers, by the gross completed property portfolio valuation.

The EPRA Vacancy Rate is calculated as the ERV of the unrented, lettable space as a proportion of the total rental value

of the completed property portfolio.

EPRA Vacancy Rate (Unaudited)

31 March

2024

£m

31 March

2023

£m

Annualised potential rental value of vacant premises

51 31

Annualised

potential rental value for the completed property portfolio 512 496

EPRA Vacancy Rate

10.0% 6.3%

The above is stated for the UK portfolio only. A discussion of significant factors affecting vacancy rates is included

within the Strategic Report (pages 17 to 21).

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

225

Table B continued

EPRA Cost Ratios (Unaudited)

2024

£m

2023

£m

Property operating

expenses 21 27

Administrative expenses

85 88

Share of joint ventures expenses

17 21

Less:

Performance and management fees (from joint ventures)

(17)

(13)

Net other fees and commissions

(6)

(5)

Ground rent costs and operating expenses de facto

included in rents (27)

(28)

EPRA Costs (including direct vacancy costs) (A)

73 90

Direct vacancy costs

(32)

EPRA Costs (excluding direct vacancy costs) (B)

41 58

Gross Rental Income less ground rent costs and operating expenses de facto

included in rents 277 294

Share of joint ventures (GRI less ground rent costs)

168 168

Total Gross rental income less ground rent costs (C)

445 462

EPRA Cost Ratio (including direct vacancy costs) (A/C)

16.4% 19.5%

EPRA Cost Ratio

(excluding direct vacancy costs) (B/C) 9.2% 12.6%

Overhead and operating expenses capitalised (including share of joint ventures)

6 10

In the current year, employee costs in relation to staff time on development projects have been capitalised into the base

cost of relevant development assets.

Table C: Gross rental income (Audited)

2024

£m

2023

£m

Rent receivable

463 463

Spreading of tenant incentives and contracted rent increases

7 27

Surrender premia

6 3

Gross rental income

476 493

1. Group gross rental income includes £11m (2022/23: £9m) of all-inclusive rents relating to service charge income.

The current and prior year information is presented on a proportionally consolidated basis, excluding non-

controlling interests.

FINANCIAL STATEMENTS CONTINUED

226

SUPPLEMENTARY DISCLOSURES CONTINUED

Table D: Property related capital expenditure (Unaudited)

Year ended 31 March 2024

Year ended 31 March 2023

Group

£m

Share of

joint

ventures

£m

Total

£m

Group

£m

Share of

joint

ventures

£m

Total

£m

Acquisitions

58 – 58

158 – 158

Development

144 210 354

156 106 262

Investment properties

Incremental lettable space 1 – 1

– – –

No incremental lettable space 23 26 49

60 26 86

Tenant incentives 24 7 31

2 1 3

Other material non-allocated types of

expenditure 3 3 6

3 3 6

Capitalised interest

17 8 25

10 3 13

Total property related capital expenditure

270 254 524

389 139 528

Conversion from accrual to cash basis

(11)

(50)

(6)

(56)

Total property related capital expenditure

on cash basis

310 243 553

339 133 472

The above is presented on a proportionally consolidated basis, excluding non-controlling interests and business

combinations. The ‘Other material non-allocated types of expenditure’ category contains capitalised staff costs of £6m

(2022/23: £6m).

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024FINANCIAL STATEMENTS

227

Table E: EPRA LTV (Unaudited)

Year ended 31 March 2024

Year ended 31 March 2023

Proportionally

consolidated

Proportionally

consolidated

Group

£m

Share of

joint

ventures

£m

Non-

controlling

interests

£m

Total

£m

Group

£m

Share of

joint

ventures

£m

Non-

controlling

interests

£m

Total

£m

Include:

Gross debt

2,225 1,218 – 3,443 2,250 1,198 – 3,448

Net payables

227 104 – 331 271 93 – 364

Exclude:

Cash and cash equivalents

(88)

(152)

1 (239

)

(125)

(152)

1 (276)

EPRA Net Debt (A)

2,364 1,170 1 3,535 2,396 1,139 1 3,536

Include:

Property portfolio valuation

5,130 3,568 (14)

8,684 5,595 3,316 (13)

8,898

Other financial assets

46 – – 46 50 – – 50

Intangibles

8 – – 8 8 – – 8

EPRA Total Property Value (B)

5,184 3,568 (14)

8,738 5,653 3,316 (13)

8,956

EPRA LTV (A/B)

45.6% 40.5% 42.4% 39.5%

228

OTHER INFORMATION (UNAUDITED)

Data includes Group’s share of Joint Ventures

FY24 rent collection

Rent due between 25 March 2023 and 24 March 2024 Offices Retail Total

Received 99.8% 99.3% 99.5%

Outstanding 0.2% 0.7% 0.5%

Total 100% 100% 100%

£181m £258m £439m

March quarter 2024 rent collection

Rent due between 25 March 2024 and 16 May 2024 Offices Retail Total

Received 98.8% 95.7% 97.1%

Outstanding 1.2% 4.3% 2.9%

Total 100% 100% 100%

£42m £50m £92m

Purchases

Since 1 April 2023 Sector

Price

(100%)

£m

Price

(BLShare)

£m

Annualised

Net Rents

£m

Completed

Westwood Retail Park, Thanet Retail Park

55 55 4

Total 55 55 4

1. British Land share of annualised rent topped up for rent frees

Sales

Since 1 April 2023 Sector

Price

(100%)

£m

Price

(BLShare)

£m

Annualised

Net Rents

£m

Completed

Riverside Retail Park, Coleraine Retail Park

10 10 1

126-134 Baker Street Office 17 17 1

Office & Data Centre Portfolio Office 125 125 6

1 Triton Square (50% sale) Office 385 193 –

Meadowhall RDD land Logistics 15 7 –

Other Other 64 56 3

Exchanged

New Century Park Lane Other

5 2 –

Total 621 410 11

1. British Land share of annualised rent topped up for rent frees

229

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024OTHER INFORMATION

Portfolio Valuation by Sector

As at 31 March 2024

Group

£m

Joint ventures

£m

Total

£m

Change

H1 H2 FY

West End 1,570 515 2,085 (2.5) 0.0 (2.5)

City 453 2,075 2,528 (4.6) (2.7) (6.9)

Canada Water & other Campuses 184 330 514 (9.2) (5.5) (13.1)

Residential

149 2 151 0.8 14.4 15.3

Campuses 2,356 2,922 5,278 (4.0) (1.5) (5.3)

Retail Parks 1,944 184 2,128 0.2 2.5 2.7

Shopping Centre 307 446 753 0.0 0.8 0.8

London Urban Logistics 307 6 313 0.6 3.1 3.7

Other Retail 202 10 212 (0.8) 0.1 (0.7)

Retail & London Urban Logistics 2,760 646 3,406 0.1 2.0 2.1

Total 5,116 3,568 8,684 (2.5) (0.2) (2.6)

Standing Investments 4,562 2,674 7, 236 (2.5) (0.3) (2.6)

Developments 554 894 1,448 (2.6) 0.5 (2.4)

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

1. Property valuation as at 31 March 2024, including capital expenditure in the period

2. Valuation movement during the year (after taking account of capital expenditure) of properties held at the balance sheet date, including developments (classified

by end use), purchases and sales

3. Standalone Residential

Accounting Basis: annualised gross rental income

Accounting Basis

£m

Annualised as at 31 March 2024

Group Joint ventures Total

West End 63 16 79

City 23 87 110

Other Campuses 9 4 13

Campuses 95 107 202

Retail Parks 143 13 156

Shopping Centre 36 42 78

London Urban Logistics 8 – 8

Other Retail 16 1 17

Retail & London Urban Logistics 203 56 259

Total

298 163 461

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

Residential consists of only developments and ground rents, thereby excluded from gross rental income analysis

1. Annualised accounting rent as at 31 March 2024, which differs from the gross rental income seen in the year as a result of leasing activity, capital activity,

properties moving from and to development and other movements

230

OTHER INFORMATION (UNAUDITED) CONTINUED

Portfolio Net Yields

1,2

As at 31 March 2024

EPRA net

initial yield

EPRA topped

up net initial

yield

Overall

topped up

net initial

yield

Net

equivalent

yield

Net

equivalent

yield

movement vs

Mar-23

bps

Net

reversionary

yield

ERV

Growth

West End 3.7 4.7 4.7 5.6 52 6.2 7.1

City 3.6 4.4 4.4 5.4 48 6.1 4.2

Other Campuses 4.5 4.5 5.0 6.0 46 6.8 (0.2)

Campuses 3.7 4.5 4.6 5.5 50 6.1 5.4

Retail Parks 6.6 7.1 7. 2 6.7 12 6.8 7. 2

Shopping Centre 8.1 8.6 8.8 8.1 19 8.2 5.2

London Urban Logistics 3.1 3.1 3.2 4.9 24 5.2 10.0

Other Retail 7.1 7.5 7.6 7. 5 17 6.5 1.5

Retail & London UrbanLogistics 6.7 7. 2 7.3 7.0 15 7.0 6.3

Total 5.1 5.8 5.8 6.2 33 6.5 5.9

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

Residential consists of only developments and ground rents, thereby excluded from yield analysis

1. Including notional purchaser’s costs

2. Excluding committed developments, assets held for development and residential assets

3. Including rent contracted from expiry of rent-free periods and fixed uplifts not in lieu of rental growth

4. Including fixed/minimum uplifts (excluded from EPRA definition)

5. Net reversionary yield is the anticipated yield to which the initially yield will rise (or fall) once the rent reaches the estimated rental value, assuming 100% occupancy

6. As calculated by MSCI

Total Property Return (as calculated by MSCI)

12 months to 31 March 2024

Offices Retail Total

British Land

MSCI British Land

MSCI British Land MSCI

Capital Return (4.9) (12.8) 2.3 (5.9) (2.3) (5.4)

ERV Growth 5.4 2.7 6.3 0.8 5.9 3.3

Yield Movement

50 bps 88 bps 15 bps 24 bps 33 bps 41 bps

Income Return 2.8 4.1 7.1 6.0 4.4 4.7

Total Property Return (2.3) (9.3) 9.6 (0.3) 2.0 (1.0)

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

1. Net equivalent yield movement

2. British Land Offices reflects Campuses; British Land Retail reflects Retail & London Urban Logistics

231

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024OTHER INFORMATION

Top 20 Occupiers by Sector

As at 31 March 2024

% of

Retail & London

Urban Logistics rent

Retail & London Urban Logistics

4.6

Walgreens (Boots) 4.3

M&S 3.8

TJX (TK Maxx) 2.8

JD Sports 2.7

Currys PLC 2.6

Frasers Group 2.5

DFS Furniture 2.1

TGI Friday’s 2.0

Kingfisher 1.9

Hutchison Whampoa 1.7

Homebase 1.7

Primark 1.7

Asda Group 1.6

Tesco Plc 1.5

River Island 1.4

Sainsbury 1.4

Pets at Home 1.3

Smyths Toys 1.2

New Look 1.2

Total top 20 44.0

As at 31 March 2024

% of

Campuses rent

Campuses

Meta

12.6

Reed Smith 6.5

dentsu 6.1

Herbert Smith Freehills 3.7

SEFE Energy 3.4

Sumitomo Mitsui 2.9

Janus Henderson 2.2

Softbank Group 2.1

TP ICAP Plc 2.0

The Interpublic Group 2.0

Bank of Montreal 1.8

Mayer Brown 1.8

Mimecast Plc 1.6

Milbank LLP 1.6

Credit Agricole 1.5

Accor 1.5

Visa International 1.4

The Guinness Trust 1.3

Dimensional Fund Advisors 1.1

Elexon 1.0

Total top 20 58.1

Lease Length & Occupancy

As at 31 March 2024

Average lease length yrs

Occupancy

rate %

To expiry To break

EPRA

Occupancy Occupancy

1,2,3

West End 5.5 4.7 89.6 95.0

City 8.2 6.7 79.3 97. 2

Other Campuses 9.9 7.4 86.2 86.2

Residential

12.3 12.3 100.0 100.0

Campuses 7.0 5.8 83.9 95.8

Retail Parks 6.2 4.7 96.9 98.9

Shopping Centre 5.3 4.2 93.5 97. 5

London Urban Logistics 3.2 1.9 99.8 99.8

Other Retail 8.4 7.7 96.2 97. 2

Retail & London Urban Logistics 6.0 4.7 96.1 98.5

Total 6.4 5.2 90.0 97.2

1. EPRA Occupancy vs Occupancy: Occupancy excludes space under offer or subject to asset management and recently completed developments of Norton

Folgate in the City and 3 Sheldon Square in the West End

2. Space allocated to Storey is shown as occupied where there is a Storey tenant in place otherwise it is shown as vacant. Total occupancy for Campuses would rise

from 95.8% to 97.1% if Storey space was assumed to be fully let

3. Where occupiers have entered administration or CVA but are still liable for rates, these are treated as occupied. If units in administration are treated as vacant,

then the occupancy rate for Retail & London Urban Logistics would reduce from 98.5% to 97.7%, and total occupancy would reduce from 97.2% to 96.8%

4. Standalone Residential

232

OTHER INFORMATION (UNAUDITED) CONTINUED

Portfolio Weighting

As at 31 March 2024

2024

£m

2023

West End 24.0 2,085 28.5

City 29.1 2,528 28.9

Canada Water & other Campuses 5.9 514 5.1

Residential

1.8 151 1.0

Campuses 60.8 5,278 63.5

Of which London 98 5,154 97

Retail Parks 24.5 2,128 22.2

Shopping Centre 8.7 753 8.4

London Urban Logistics 3.6 313 3.0

Other Retail 2.4 212 2.9

Retail & London Urban Logistics 39.2 3,406 36.5

Total 100 8,684 100

Of which London 67 5,800 69

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests

1. Standalone Residential

Valuation Basis: Annualised Rent & Estimated Rental Value (ERV)

As at 31 March 2024

Annualised rent (valuation basis)

£m

ERV

£m

Average rent

£psf

Group Joint ventures Total Total Contracted

ERV

West End

56 15 71 110 68.0 80.7

City

4 83 87 140 57. 5 65.6

Other Campuses 5 – 5 8 24.8 35.0

Campuses 65 98 163 258 58.9 66.1

Retail Parks 143 13 156 159 22.9 21.4

Shopping Centre 36 43 79 78 27.6 25.3

London Urban Logistics 7 – 7 13 13.6 22.7

Other Retail 17 1 18 16 15.8 13.7

Retail & London Urban Logistics 203 57 260 266 23.0 21.7

Total 268 155 423 524 30.8 32.5

On a proportionally consolidated basis including the Group’s share of joint ventures and funds and excluding non-controlling interests, and excluding committed,

near term and assets held for development

Residential consists of only developments and ground rents, thereby excluded from rent analysis

1. Gross rents plus, where rent reviews are outstanding, any increases to ERV (as determined by the Group’s external valuers), less any ground rents payable under

head leases, excludes contracted rent subject to rent free and future uplift

2. Annualised rent, plus rent subject to rent free

3. £psf metrics shown for office space only

233

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024OTHER INFORMATION

Rent Subject to Open Market Rent Review

For year to 31 March

As at 31 March 2024

2025

£m

2026

£m

2027

£m

2028

£m

2029

£m

2025-27

£m

2025-29

£m

West End 16 9 – 1 1 25 27

City 10 26 4 1 14 40 55

Other Campuses 1 – - – – 1 1

Campuses 27 35 4 2 15 66 83

Retail Parks 13 10 11 6 5 34 45

Shopping Centre 4 2 2 2 1 8 11

London Urban Logistics 1 – – – – 1 1

Other Retail 1 1 1 1 – 3 4

Retail & London Urban Logistics 19 13 14 9 6 46 61

Total 46 48 18 11 21 112 144

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests, and excluding committed, near term and

assets held for development

Residential consists of only developments and ground rents, thereby excluded from open market rent analysis

Rent Subject to Lease Break or Expiry

For year to 31 March

As at 31 March 2024

2025

£m

2026

£m

2027

£m

2028

£m

2029

£m

2025-27

£m

2025-29

£m

West End 10 14 4 7 10 28 45

City 10 8 6 4 20 24 48

Other Campuses – – 1 1 1 1 3

Campuses 20 22 11 12 31 53 96

Retail Parks 25 25 23 14 22 73 109

Shopping Centre 14 14 10 14 8 38 60

London Urban Logistics 1 4 – 2 – 5 7

Other Retail 2 2 1 1 – 5 6

Retail & London Urban Logistics 42 45 34 31 30 121 182

Total 62 67 45 43 61 174 278

% of contracted rent 13 14 9 9 13 36 58

On a proportionally consolidated basis including the Group’s share of joint ventures and excluding non-controlling interests excluding committed and near term, and

assets held for development

Residential consists of only developments and ground rents, thereby excluded from lease break or expiry analysis

234

OTHER INFORMATION (UNAUDITED) CONTINUED

Completed & Committed Developments

As at 31 March 2024 Sector BL Share

100%

sq ft

‘000

Calendar

Year

Current

Value

£m

Cost to

come

£m

ERV

£m

Let &

under

offer

£m

Gross

Yield on

Cost

Norton Folgate Office 100 335 Q4 2023 364 40 25.7 10.9 5.5

3 Sheldon Square Office 25 140 Q1 2024 45 2 2.6 2.2 6.4

Robert’s Close, K1

Residential 50 62 Q1 2024 – 1 – – N /A

Total Recently Completed 537 409 43 28.3 13.1 5.6

The Priestley Centre Science & Technology

100 84 Q2 2024 38 4 3.3 2.0 8.0

Aldgate Place, Phase2 Residential

100 138 Q2 2024 145 16 6.9 0.2 5.0

The Optic (Peterhouse Exp.) Science & Technology

100 96 Q1 2025 29 32 4.7 – 6.2

1 Broadgate

Office

50 545 Q2 2025 208 123 20.1 13.7 5.8

Mandela Way London Urban logistics

100 144 Q3 2025 21 49 4.7 – 6.2

2 Finsbury Avenue

Office

50 750 Q2 2027 109 350 38.6 12.5 7.7

Canada Water

The Dock Shed, A2

Mixed Use

50 246 Q4 2024 32 19 5.5 – Blended

7.1

1-3 Deal Porters Way, A1

Mixed Use

50 270 Q4 2024 66 46 3.6 –

Total Committed 2,273 648 639 87. 4 28.4 6.7

On a proportionally consolidated basis including the Group’s share of joint ventures (except area which is shown at 100%)

1. From 31 March 2024. Cost to come excludes notional interest as interest is capitalised individually on each development at our capitalisation rate

2. Estimated headline rental value net of rent payable under head leases (excluding tenant incentives)

3. The London Borough of Southwark has confirmed they will not be investing in Phase 1, but retain the right to participate in the development of subsequent plots

up to a maximum of 20% with their returns pro-rated accordingly

4. Pre-let & under offer excludes 242,000 sq ft of office space under option

5. Gross yield on cost is the estimated annual rent of a completed development divided by the total cost of development including the site value at the point

ofcommitment and any actual or estimated capitalisation of interest, expressed as a percentage return

6. Committed post period end

Near Term Development Pipeline

As at 31 March 2024 Sector

BL Share

100%

sq ft

‘000

Earliest

Start on

Site

Current

Value

£m

Cost to

come

£m

ERV

£m

Planning

Status

1 Triton Square Science & Technology 50 311 Q2 2024 190 51 16.7 Submitted

The Box, Paddington London Urban Logistics 100 152 Q3 2024 34 46 6.5 Consented

Verney Road, Southwark London Urban Logistics 100 202 Q2 2025 29 80 7.6 Submitted

Canada Water

Printworks, H1 & H2 Mixed Use

50 311 Q4 2024 – 109 9.0 Submitted

Total Near Term 976 253 286 39.8

On a proportionally consolidated basis including the Group’s share of joint ventures (except area which is shown at 100%)

1. From 31 March 2024. Cost to come excludes notional interest as interest is capitalised individually on each development at our capitalisation rate

2. Estimated headline rental value net of rent payable under head leases (excluding tenant incentives)

235

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024OTHER INFORMATION

Medium Term Development Pipeline

As at 31 March 2024 Sector

BL Share

100%

sq ft

‘000 Planning Status

Broadgate Tower Office 50 405 Submitted

1 Appold Street Office 50 397 Consented

Euston Tower Office 100 529 Submitted

5 Kingdom Street Office 100 214 Consented

Finsbury Square London Urban Logistics 100 81 Pre-submission

Thurrock London Urban Logistics 100 644 Consented

Enfield, Heritage House London Urban Logistics 100 437 Consented

Hannah Close, Wembley London Urban Logistics 100 668 Pre-submission

West One Development Mixed Use 25 72 Consented

Canada Water

Plot H3 Mixed Use

50 313 Outline Consented

Zone L Residential 50 130 Consented

Plot F2 Mixed Use 50 448 Consented

Future phases

Mixed Use 50 3,385 Outline Consented

Total Medium Term 7,723

On a proportionally consolidated basis including the Group’s share of joint ventures (except area which is shown at 100%)

1. The London Borough of Southwark has the right to invest in up to 20% of the completed development. The ownership share of the joint venture between

BritishLand and AustralianSuper will change over time depending on the level of contributions made, but will be no less than 80%

236

OTHER INFORMATION (UNAUDITED) CONTINUED

EPRA best practice recommendations on sustainability reporting

We have received Gold Awards for sustainability reporting from the European Public Real Estate Association (EPRA),

12 years running. Selected data in the Sustainability Progress Report 2024 has been independently assured by DNV

inaccordance with the International Standard on Assurance Engagements (ISAE) 3000 revised – Assurance

Engagements other than Audits and Reviews of Historical Financial Information’ (revised), issued by the International

Auditing and Assurance Standards Board.

THIS YEAR, FULL DISCLOSURE AGAINST THE EPRA SUSTAINABILITY BEST PRACTICE

RECOMMENDATIONS CAN BE FOUND IN THE SUSTAINABILITY PROGRESS REPORT 2024 AT

BRITISHLAND.COM/DATA

Governance indicators

Annual Report and Accounts 2024

Composition of the highest governance body Board’s Executive and Non-Executive Directors pages 98 to 101

Tenures of Non-Executive Directors page 112

Nominating and selecting the highest governance body Appointment process for new Directors page 111

Process for managing conflicts of interest Board procedure for managing conflicts of interest page 115

237

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024OTHER INFORMATION

10-year record

The table below summarises the last ten years’ results, balance sheets and cash flows.

2024

£m

2023

£m

2022

£m

2021

£m

2020

£m

2019

£m

2018

£m

2017

£m

2016

£m

2015

£m

Summarised income statement

Gross rental income 476 493 493 509 560 576 613 643 654 618

Net rental income 440 446 425 359 478 532 576 610 620 585

Net fees and other income 23 18 13 11 13 10 15 17 17 17

Net financing charges (108) (111) (102) (103) (111) (121) (128) (151) (180) (201)

Administrative expense (87) (89) (89) (74) (74) (81) (83) (86) (94) (88)

Underlying Profit 268 264 247 193 306 340 380 390 363 313

Summarised balance sheets

Total properties at valuation

8,688 8,907 10,476 9,140 11,177 12,316 13,716 13,940 14,648 13,677

EPRA net debt (3,178) (3,127) (3,397) (2,877) (3,854) (3,521) (3,973) (4,223) (4,765) (4,91 8)

Other assets and liabilities (258) (293) (273) (221) (110) (146) (183) (219) 191 276

EPRA NTA/NAV (fully diluted)

5,252 5,487 6,806 6,080 7, 213 8,649 9,560 9,498 10,074 9,035

Cash flow movement –

Grouponly

Cash generated from operations

386 238 256 218 404 617 351 379 341 318

Other cashflows from operations 23 2 (11) (69) (29) (4) 2 (16) (47) (33)

Net cash inflow from operating

activities

409 240 245 149 375 613 353 363 294 285

Cash (outflow) inflow from

capital expenditure, investments,

acquisitions and disposals

(172) 326 (385) 910 (361) 187 346 470 230 (111)

Equity dividends paid (213) (213) (155) (76) (295) (298) (304) (295) (235) (228)

Cash (outflow) inflow from

management of liquid resources

and financing

(61) (339) 215 (1,022) 232 (365) (404) (538) (283) 20

(Decrease) increase in cash

(37) 14 (80) (39) (49) 137 (9) – 6 (34)

Capital returns

Growth in net assets

(4.3)% (19.4)% 11.9% (15.7)% (16.6)% (9.5)% 0.7% (5.7)% 11.5% 28.6%

Total accounting return (0.5)% (16.3)% 14.6% (14.6)% (11.0)% (3.3)% 8.9% 2.7% 14.2% 24.5%

Per share information

EPRA NTA/NAV per share

562p 588p 730p 651p 774p 905p 967p 915p 919p 829p

Memorandum

Dividends declared in the year

22.80p 22.64p 21.92p 15.0p 16.0p 31.0p 30.1p 29.2p 28.4p 27.7p

Dividends paid in the year 23.2p 23.2p 16.96p 8.4p 31.5p 30.5p 29.6p 28.8p 28.0p 27.3p

Diluted earnings

Underlying earnings per share

28.5p 28.3p 27.0p 18.0p 32.7p 34.9p 37.4p 37. 8p 34.1p 30.6p

IFRS (loss) earnings per share (0.1)p (112.0)p 103.5p (108.0)p (110.0)p (30.0)p 48.5p 14.7p 119.7p 167.3p

1. Including share of joint ventures

2. Represents movement in diluted EPRA NTA in 2024 to 2021 and movement in diluted EPRA NAV from 2020 to 2014

3. Including surplus over book value of trading and development properties

4. Represents movement in cash and cash equivalents under IFRS

5. EPRA NTA is disclosed in 2024 to 2021 and EPRA NAV is disclosed from 2020 to 2014

6. EPRA NTA per share is disclosed in 2024 to 2021 and EPRA NAV per share is disclosed from 2020 to 2014

238

OTHER INFORMATION (UNAUDITED) CONTINUED

Shareholder information

Analysis of shareholders – 31 March 2024

2023/24

Number

of holdings %

Balance

as at

31 March

2024

1–1,000 3,426 59.23 1,224,285 0.13

1,001–5,000 1,329 22.98 2,960,515 0.31

5,001–

20,000

400 6.92 3,927,915 0.42

20,001–

50,000

139 2.40 4,404,256 0.47

50,001–

highest

490 8.47 926,247,052 98.67

Total 5,784 100 938,764,023 100

Holder type

Individuals 4,770 82.47 9,077,851 0.97

Nominee and

institutional

investors

1,014 17.53 929,686,172 99.03

Total 5,784 100 938,764,023 100

1. Excluding 11,266,245 shares held in treasury

Registrars

British Land has appointed Equiniti Limited (Equiniti) to

administer its shareholder register. Equiniti can be

contacted at:

Aspect House

Spencer Road

Lancing, West Sussex BN99 6DA

Tel: +44 (0)371 384 2143 (UK and Overseas callers)

Lines are open from 8.30am to 5.30pm Monday to Friday

excluding public holidays in England and Wales.

Website: shareview.co.uk

By registering with Shareview, shareholders can:

– view their British Land shareholding online

– update their details

– elect to receive shareholder mailings electronically

Equiniti is also the Registrar for the BLD Property

Holdings Limited Stock.

Share dealing facilities

By registering with Shareview, Equiniti also provides

existing and prospective UK shareholders with a share

dealing facility for buying and selling British Land shares

online or by phone.

FOR MORE INFORMATION, CONTACT EQUINITI

AT SHAREVIEW.CO.UK/DEALING OR CALL

03456 037 037 (MONDAY TO FRIDAY

EXCLUDING PUBLIC HOLIDAYS FROM 8.00AM

TO 4.30PM, OR FOR ENQUIRIES FROM 8.00AM

TO 6.00PM). EXISTING BRITISH LAND

SHAREHOLDERS WILL NEED THE REFERENCE

NUMBER GIVEN ON THEIR SHARE CERTIFICATE

TO REGISTER. SIMILAR SHARE DEALING

FACILITIES ARE PROVIDED BY OTHER

BROKERS, BANKS AND FINANCIAL SERVICES

Website and shareholder communications

The British Land corporate website contains a wealth

ofmaterial for shareholders, including the current share

price, press releases and information on dividends.

Thewebsite can be accessed at britishland.com

British Land encourages its shareholders to receive

shareholder communications electronically. This enables

shareholders to receive information quickly and securely

as well as in a more environmentally friendly and cost-

effective manner. Further information can be obtained

from Shareview or the Shareholder Helpline.

ShareGift

Shareholders with a small number of shares, the value of

which makes it uneconomic to sell them, may wish to

consider donating their shares to charity. ShareGift is a

registered charity (No. 1052686) which collects and sells

unwanted shares and uses the proceeds to support a

wide range of UK charities. A ShareGift donation form

can be obtained from Equiniti.

Further information about ShareGift can be obtained

from their website: sharegift.org

Honorary President

In recognition of his work building British Land into the

industry leading company it is today, Sir John Ritblat was

appointed as Honorary President on his retirement from

the Board in December 2006.

Registered office

The British Land Company PLC

York House

45 Seymour Street, London W1H 7LX

Telephone: +44 (0)20 7486 4466

Registered number: 621920

Website: britishland.com

Dividends

As a REIT, British Land pays Property Income Distribution

(PID) and non-Property Income Distribution (non-PID)

dividends. More information on REITs and PIDs can be

found in the Investors section of our website at

britishland.com/dividends.

British Land dividends can be paid directly into your bank

or building society account instead of being despatched

to you by cheque. More information about the benefits of

having dividends paid directly into your bank or building

society account, and the mandate form to set this up, can

be found in the Investors section of our website at

britishland.com/dividend-faqs.

239

BRITISH LAND — ANNUAL REPORT AND ACCOUNTS 2024OTHER INFORMATION

Scrip Dividend Scheme

British Land may offer shareholders the opportunity to

participate in the Scrip Dividend Scheme by offering a

Scrip Alternative to a particular dividend from time to

time. The Scrip Dividend Scheme allows participating

shareholders to receive additional shares instead of a

cash dividend.

FOR MORE INFORMATION PLEASE VISIT THE

INVESTORS SECTION OF OUR WEBSITE AT

BRITISHLAND.COM/SCRIP-DIVIDEND-SCHEME

Unsolicited mail

British Land is required by law to make its share register

available on request to other organisations. This may

result in the receipt of unsolicited mail. To limit this,

shareholders may register with the Mailing Preference

Service. For more information, or to register, visit

mpsonline.org.uk

Shareholders are also advised to be vigilant in regard to

share fraud which includes telephone calls offering free

investment advice or offers to buy and sell shares at

discounted or highly inflated prices. If it sounds too good

to be true, it often is. Further information can be found on

the Financial Conduct Authority’s website fca.org.uk/

scams or by calling the FCA Consumer Helpline on

0800 111 6768.

Tax

The Group elected for REIT status on 1 January 2007,

paying a £308m conversion charge to HMRC in the

sameyear.

As a consequence of the Group’s REIT status, tax is not

levied within the corporate group on the qualifying

property rental business but is instead deducted from

distributions of such income as Property Income

Distributions (PID) to shareholders. Any income which

does not fall within the REIT regime is subject to tax

within the Group in the usual way. This includes profits on

property trading activity, property related fee income

and interest income.

FURTHER INFORMATION ON OUR TAX

STRATEGY CAN BE FOUND IN THE SECTION

OUR APPROACH TO TAX STRATEGY AT

BRITISHLAND.COM/GOVERNANCE

240

Forward-looking statements

This Annual Report contains certain (and we may make

other verbal or written) ‘forward-looking’ statements.

These forward-looking statements include all matters that

are not historical facts. Such statements reflect current

views, intentions, expectations, forecasts and beliefs of

British Land concerning, among other things, our

markets, activities, projections, strategy, plans, initiatives,

objectives, performance, financial condition, liquidity,

growth and prospects, as well as assumptions about

future events and developments. Such ‘forward-looking’

statements can sometimes, but not always, be identified

by their reference to a date or point in the future, the

future tense, or the use of ‘forward-looking’ terminology,

including terms such as ‘believes’, ‘considers’, ‘estimates’,

‘anticipates’, ‘expects’, ‘forecasts’, ‘intends’, ‘continues’,

‘due’, ‘potential’, ‘possible’, ‘plans’, ‘seeks’, ‘projects’,

‘budget’, ‘ambition’, ‘mission’, ‘objective’, ‘goal’, ‘guidance’,

‘trends’, ‘future’, ‘outlook’, ‘schedule’, ‘target’, ‘aim’, ‘may’,

‘likely to’, ‘will’, ‘would’, ‘could’, ‘should’ or similar

expressions or in each case their negative or other

variations or comparable terminology. By their nature,

forward-looking statements involve inherent known and

unknown risks, assumptions and uncertainties because

they relate to future events and circumstances and

depend on circumstances which may or may not occur

and may be beyond our ability to control, predict or

estimate. Forward-looking statements should be

regarded with caution as actual outcomes or results,

orplans or objectives, may differ materially from those

expressed in or implied by such statements. Recipients

should not place reliance on, and are cautioned about

relying on, any forward-looking statements.

Important factors that could cause actual results

(including the payment of dividends), performance or

achievements of British Land to differ materially from

anyoutcomes and results expressed or implied by such

forward-looking statements include, among other things,

changes and/or developments as regards: (a) general

business and political, social and economic conditions

globally, (b) ) the United Kingdom’s withdrawal from,

andevolving relationship with, the European Union, (c)

industry and market trends (including demand in the

property investment market and property price volatility),

(d) competition, (e) the behaviour of other market

participants, (f) changes in government and other

regulation including in relation to the environment,

landlord and tenant law, health and safety and taxation

(in particular, in respect of British Land’s status as a Real

Estate Investment Trust), (g) inflation and consumer

confidence, (h) labour relations, work stoppages and

increased costs for, or shortages of, talent, (i) climate

change, natural disasters and adverse weather conditions,

(j) terrorism, conflicts or acts of war, (k) British Land’s

overall business strategy, risk appetite and investment

choices in its portfolio management, (l) legal or other

proceedings against or affecting British Land, (m)

cyber-attacks and other disruptions and reliability and

security of IT infrastructure, (n) changes in occupier

demand and tenant default, (o) changes in financial and

equity markets including interest and exchange rate

fluctuations, (p) changes in accounting practices and the

interpretation of accounting standards, (q) the availability

and cost of finances, including prolonged higher interest

rates, (r) changes in construction supplies and labour

availability or cost inflation and (s) global conflicts and

their impact on supply chains and the macroeconomic

outlook and (t) public health crises.

The Company’s principal risks are described in greater

detail in the section of this Annual Report headed

Principal Risks on pages 47 to 58. Forward-looking

statements in this Annual Report, or the British Land

website or made subsequently, which are attributable

toBritish Land or persons acting on its behalf, should

therefore be construed in light of all such factors.

Information contained in this Annual Report relating to

British Land or its share price or the yield on its shares is

not a guarantee of, and should not be relied upon as an

indicator of, future performance, and nothing in this

Annual Report should be construed as a profit forecast or

profit estimate, or be taken as implying that the earnings

of British Land for the current year or future years will

necessarily match or exceed the historical or published

earnings of British Land. Any forward-looking statements

made by or on behalf of British Land speak only as of the

date they are made. Such forward-looking statements are

expressly qualified in their entirety by the factors referred

to above and no representation, assurance, guarantee

orwarranty is given in relation to them (whether by

British Land or any of its associates, Directors, officers,

employees or advisers), including as to their

completeness, accuracy, fairness, reliability, the basis

onwhich they were prepared, or their achievement or

reasonableness. Other than in accordance with our legal

and regulatory obligations (including under the

UKFinancial Conduct Authority’s Listing Rules, Disclosure

Guidance and Transparency Rules, the UK Market Abuse

Regulation, and the requirements of the Financial

Conduct Authority and the London Stock Exchange),

British Land does not intend or undertake any obligation

to update or revise publicly forward-looking statements

to reflect any changes in British Land’s expectations with

regard thereto or any changes in information, events,

conditions, circumstances or other information on which

any such statement is based. This document shall not,

under any circumstances, create any implication that

there has been no change in the business or affairs of

British Land since the date of this document or that the

information contained herein is correct as at any time

subsequent to this date.

Nothing in this document shall constitute, in any

jurisdiction, an offer or solicitation to sell or purchase any

securities or other financial instruments, nor shall it

constitute a recommendation, invitation or inducement,

or advice, in respect of any securities or other financial

instruments or any other matter.

The Annual Report has been prepared for, and only for,

the members of British Land, as a body, and no other

persons. British Land, its Directors, officers, employees

oradvisers do not accept or assume responsibility to any

other person to whom this document is shown or into

whose hands it may come, and any such responsibility

orliability is expressly disclaimed.

OTHER INFORMATION (UNAUDITED) CONTINUED

Printed by a carbon neutral company to the EMAS standard and

Environmental Management System certified to ISO 14001. This product

is made using recycled materials limiting the impact on our precious

forest resources, helping reduce the need to harvest more trees.

This publication has been manufactured using 100% offshore wind

electricity sourced from UK wind.

100% of the inks used are vegetable oil based, 95% of press chemicals

are recycled for further use and, on average 99% of any waste

associated with this production will be recycled and the remaining 1%

used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international

conservation charity, who offset carbon emissions through the purchase

and preservation of high conservation value land. Through protecting

standing forests, under threat of clearance, carbon is locked-in, that

would otherwise be released.

@BritishLandPLC

Head office and registered office

York House

45 Seymour Street

London

W1H 7LX

britishland.com