Annual Report 2026

Chief Financial Officer’s review

FY26 was a strong year, with increased UFFO, dividend and NTA per share reflecting the successful integration and first full year of ownership of Capital & Regional, as well as our disciplined capital allocation. Importantly, we have achieved this without compromising the strength of our financial position. 

UFFO for the year was £37.2 million (8.3 pence per share), increased from £30.5 million (8.1 pence per share) in the prior year. The Board has declared a final dividend of 3.6 pence per share which, combined with our interim dividend of 3.1 pence per share, brings the total FY26 dividend declared to 6.7 pence per share, representing year-on-year growth of 3%. The dividend is payable on 7 August 2026 and goes ex-dividend on 18 June 2026.

Following completion of the Capital & Regional acquisition in December 2024, Growthpoint became NewRiver’s largest shareholder with a 14.2% holding. In August 2025, after Growthpoint announced its intention to dispose of a minimum of 47.7 million of the 67.4 million shares held in NewRiver at 75 pence per share, we purchased and cancelled 47.7 million shares, with the remainder of Growthpoint’s holding purchased by new and existing institutional shareholders, as well as NewRiver REIT plc’s Employee Benefit Trust. The purchase price represented a discount of 26% to March 2025 EPRA NTA per share and so the transaction was accretive to NTA per share and UFFO per share. As the share buyback completed towards the end of the first half, we saw UFFO per share benefit in the second half of FY26 with the remainder to flow through in the first half of FY27. 

Properties at valuation reduced from £897.5 million to £802.2 million following the disposal of four shopping centres and two retail parks during the year. On a like-for-like basis, the portfolio delivered valuation growth over the year of +0.7%. This includes a +0.5% increase in the second half of the year, representing the third consecutive six-month period of valuation uplift. EPRA NTA per share was 105 pence at 31 March 2026, increased from 102 pence at 31 March 2025, primarily due to the share buyback and valuation growth in the year, offset partially by disposals. All of this means we achieved a total accounting return of +9.4% during FY26, a considerable improvement compared to the -5.9% recorded in FY25 and a significant step towards our ambition to deliver a consistent total accounting return of 9-11% per annum.

LTV reduced from 42% at 31 March 2025 to 40% at 31 March 2026, in-line with our guidance of <40% and comfortably within our policy of <50%. The reduction reflects disposal proceeds during the year (including the Abbey Centre in Newtownabbey which was the largest disposal at £58.8 million) offset by the share buyback completed in August 2025. We remain in compliance with our other financial policies, with net debt to EBITDA of 6.2x and an interest cover ratio of 4.6x. Following disposal activity completed during the year, our cash reserves have increased from £62.1 million to £115.8 million. In September 2025 and February 2026, Fitch Ratings reaffirmed NewRiver’s investment grade credit ratings, with a Long-Term Issuer Default Rating (“IDR”) of ‘BBB’ (Stable Outlook), a senior unsecured rating of ‘BBB+’ (relating to the £300 million 2028 corporate bond) and Short-Term IDR at ‘F2’. 

In April 2026, we completed the first phase of our refinancing plan by agreeing a new £240 million unsecured facility comprising a £120 million Term Facility Commitment and a £120 million Revolving Credit Facility (“RCF”). The new facility achieves our aims to extract maximum benefit from our current debt structure while improving our debt maturity profile and ultimately will allow NewRiver to return to a fully unsecured debt structure once the Term Facility Commitment is drawn. The Term Facility Commitment will be drawn to refinance the secured £140 million Mall Facility in January 2027 when its fixed term period expires, and the £120 million RCF replaces the existing £100 million RCF which was due to mature in November 2026. In May 2026, we executed a forward starting collar which fixes the cost of the Term Facility Commitment between 4.4% and 5.9% from initial drawdown in January 2027 to initial maturity in April 2030.

“We have delivered a strong set of FY26 results, with increased UFFO, dividend and NTA per share reflecting the successful integration and first full year of ownership of Capital & Regional, as well as our disciplined capital allocation.”

Key performance measures

The Group financial statements are prepared under IFRS, where the Group’s interests in joint ventures and associates are shown as a single line item on the income statement and balance sheet. Management reviews the performance of the business principally on a proportionally consolidated basis which includes the Group’s share of joint ventures and associates on a line-by-line basis. The Group’s financial key performance indicators are presented on this basis. 

In addition to information contained in the Group financial statements, Alternative Performance Measures (‘APMs’), being financial measures that are not specified under IFRS, are also used by management to assess the Group’s performance. These include a number of the financial statistics included in this document being UFFO, LTV, occupancy, admin cost ratio, ICR, Net debt: EBITDA, total assets, GRESB score, Total Property Return and Total Accounting Return. These APMs include a number of EPRA measures, prepared in accordance with the EPRA Best Practice Recommendations reporting framework, which are summarised in the ‘Alternative Performance Measures’ section at the end of this document. We report these measures because management considers them to improve the transparency and relevance of our published results as well as the comparability with other listed European real estate companies. Definitions for APMs are included in the Glossary and the most directly comparable IFRS measure is also identified. The measures used in the review below are all APMs presented on a proportionally consolidated basis unless otherwise stated. 

The APM on which management places most focus, reflecting the Company’s commitment to driving income returns, is UFFO. UFFO measures the Company’s operational profits, which includes other income and excludes one off or non-cash adjustments, such as portfolio valuation movements, profits or losses on the disposal of investment properties, fair value movements on derivatives and share-based payment expense. We consider this metric to be the most appropriate for measuring the underlying performance of the business as it is familiar to non-property investors and better reflects the Company’s generation of profits. It is for this reason that UFFO is used to measure dividend cover.

The relevant sections of this Finance Review contain supporting information, including reconciliations to the financial statements and IFRS measures. The ‘Alternative Performance Measures’ section also provides references to where reconciliations can be found between APMs and IFRS measures. 

Key Highlights 2026

• Total dividend increased by 3% to 6.7 pence per share in FY26, representing an 80% payout of UFFO, in-line with dividend policy; FY26 final dividend of 3.6 pence per share
• Like-for-like portfolio valuation growth of +0.7%, portfolio valuation £802.2m at 31 March 2026 vs £897.5m following disposal activity in the year
• EPRA NTA per share of 105 pence, up 3% from 102 pence at 31 March 2025 primarily as a result of the share buyback and valuation uplift, offset partially by disposals
• Improved Total Accounting Return of +9.4% vs -5.9% in FY25
• IFRS profit after tax increased to £31.7m in FY26, from £23.7m in FY25, due primarily to the acquisition of C&R; IFRS net assets £457.6m in FY26 vs £490.1m in FY25 as a result of disposal activity in the year
• C&R assets fully integrated onto NewRiver’s platform; £6.2m of annual net cost synergies fully unlocked
• Snozone delivered another year of growth, with full year EBITDA of £3.2m up +10% year-on-year on a like-for-like basis
• In August 2025 completed the buyback of 47.7m shares from Growthpoint Properties Limited (‘Growthpoint’) at 75 pence per share, representing c.10% of NewRiver’s issued share capital, which was accretive to both UFFO and NTA on a per share basis
• LTV reduced to 40% at 31 March 2026 from 42% at 31 March 2025; in-line with guidance 
• Strong net debt to EBITDA of 6.2x and interest cover ratio of 4.6x
• Cash holdings increased to £116m at 31 March 2026 from £62m at 31 March 2025
• Fitch Ratings reaffirmed NewRiver’s investment grade credit ratings, with a Long-Term Issuer Default Rating (“IDR”) of ‘BBB’ (Stable Outlook), and a senior unsecured rating of ‘BBB+’ (relating to the £300m 2028 corporate bond) and Short-Term IDR at ‘F2’
• New £240m unsecured facility agreed in April 2026 comprising; £120m Term Facility Commitment and £120m Revolving Credit Facility

Underlying Funds From Operation

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

Reconciliation of profit after taxation to UFFO

<sup><sub>1. Exceptional costs comprise expenses relating to the acquisition and integration of Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible asset recognised on the acquisition of Ellandi
3. Write off of unamortised costs following repayment of three Capital & Regional secured debt facilities totalling £59 million immediately post transaction completion during the year ended 31 March 2025
4. Costs to unlock comprise net costs in relation to unlocking expected net cost synergies following the acquisition of Capital & Regional e.g. redundancy and head office costs
5. Deferred tax within the Snozone business (31 March 2025: deferred tax acquired with the acquisition of Capital & Regional, since written off)
6. Forward looking element of IFRS 9 relates to a provision against debtor balances in relation to invoices in advance for future rental income. These balances are not due in the current year and therefore no income has been recognised in relation to these debtors
7. Adjustment to remove depreciation and the profiling impact of IFRS 16</sub></sup>

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

Underlying Funds From Operation

<sup><sub>1. Adjustments to Group and share of Associates figures to remove gross up items, principally: Revenue - £(17.9) million Snozone revenue reallocated to Other income and £(3.1) million Capital Partnerships costs reallocated from Administrative expenses; Property operating expenses - £14.7 million Snozone expenses reallocated to Other income; Administrative expenses - £3.1 million Capital Partnerships costs reallocated to Revenue; Other income - £17.9 million Snozone revenue reallocated from Revenue and £(14.7) million Snozone expenses reallocated from Property operating expenses
2. Adjustments to Group and share of Associates figures to remove non-cash and non-recurring items, principally; Property operating expenses - Snozone depreciation, lease liability amortisation and interest £0.9 million and forward looking element of IFRS 9 £(0.2) million; Administrative expenses - costs in relation to unlocking expected net cost synergies following the acquisition of Capital & Regional £1.6 million, exceptional costs and amortisation of intangibles relating to Ellandi of £0.6 million and £1.6 million share-based payment charge; Taxation - deferred taxation £0.2 million
3. Property operating expenses have increased by proportionately more than revenue during the period following the acquisition of Capital & Regional as the six investment properties acquired have a lower gross to net ratio than the existing NewRiver portfolio, predominately due to lower levels of occupancy in the Capital & Regional portfolio (94.6%) compared to the NewRiver portfolio (95.4)%, as well as an increase in the expected credit loss in the year due to retailer restructurings, see note 5</sub></sup>

Net property income

On a proportionally consolidated basis, net property income was £63.4 million in FY26, compared to £50.4 million in FY25. This was predominantly due to the positive impact of the acquisition of Capital & Regional which contributed £18.8 million to net property income having completed towards the end of the prior year. This was partially offset by the disposal of four shopping centres and two retail parks during the year, the largest of which was The Abbey Centre in Newtownabbey, which was sold early in the first half of the year for £58.8 million.

Within our Core business, net property income increased by £0.8 million. This reflects a full year of benefit of asset management fees following the acquisition of Ellandi, which completed in July 2024, with all operational cost synergies now unlocked on an annualised basis. As flagged in our half year materials, rent and service charge provisions have been impacted by the retail restructurings during the year, with Homebase, Poundland, Bodycare, Claire’s and River Island all announcing or concluding restructurings during the first half of this year, which have resulted in a modest reduction in occupancy and an increase in bad debt provisioning. In addition, the prior year saw the final period of benefit from the collection of historical rent arrears from the Covid era and subsequent disruption which had been fully provided. However, the net adverse impact of the combination of these factors has been mitigated by the positive contribution from new lettings across the portfolio.

Administrative expenses

Administrative expenses have increased slightly from £11.6 million in FY25 to £12.1 million in FY26, primarily due to an increase in payroll related costs driven by inflationary increases across our workforce and a modest increase in headcount following the acquisition of Capital & Regional. 

We remain committed to keeping a disciplined approach on cost control and during FY26 we unlocked, on a look forward basis, the £6.2 million of annual net cost synergies identified as part of the Capital & Regional acquisition, in-line with guidance published at the time of the transaction.

Details of any material related party transactions that occurred during the current year are provided in Note 25 of the Notes to the Financial Statements.

Other income

Other income of £3.2 million recognised in FY26 relates to Snozone EBITDA, which compares to £3.7 million recognised in FY25. Snozone, the UK’s largest indoor ski slope operator, was acquired as part of the Capital & Regional transaction which completed on 10 December 2024. As explained at the half year, Snozone is a seasonal business, with peak trading coinciding with the second half of our financial year, which is why the UFFO contribution in FY25 was higher than in FY26. On a like-for-like basis, including the period of loss prior to ownership, Snozone EBITDA increased by 10% from £2.9 million in the 12 months to March 2025 to £3.2 million in the 12 months to March 2026.

Net finance costs

Net finance costs increased from £11.9 million in FY25 to £17.8 million in FY26. The majority of this increase reflects the higher quantum of debt on our balance sheet following the acquisition of Capital & Regional where we acquired the £140 million Mall facility, at an attractively priced 3.5% coupon. In addition, in the prior year we carried a higher level of cash holdings as we waited to deploy these into the Capital & Regional acquisition, and we were able to generate a higher return on that cash as the Bank Rate was higher.

Taxation

As a REIT, we are exempt from UK corporation tax in respect of our qualifying UK property rental income and gains arising from direct and indirect disposals of exempt property assets. The majority of the Group’s income is therefore tax free as a result of its REIT status, albeit this exemption does not extend to other sources of income such as interest, Snozone income or asset management fees. The tax credit recognised and received in the year relates to historic payments on account dating back to 2019.

Dividends

Under our dividend policy, we declare dividends equivalent to 80% of UFFO per annum. Dividends are paid twice annually at the Company’s half and full year results, calculated with reference to the most recently completed six-month period.

The Company is a member of the REIT regime whereby profits from its UK property rental business are tax exempt. The REIT regime only applies to certain property-related profits and has several criteria which have to be met, including that at least 90% of our profit from the property rental business must be paid as dividends. We intend to continue as a REIT for the foreseeable future, and therefore our policy allows the final dividend to be “topped-up”, including where required to ensure REIT compliance, such that the payout in any financial year may be higher than our base policy position of 80% of UFFO.

In-line with this policy, the total dividend in respect of the year ended 31 March 2026 is 6.7 pence per share. Having declared and paid a H1 dividend of 3.1 pence per share, the Board has today declared a final dividend of 3.6 pence per share which will, subject to shareholder approval at the 2026 AGM, be paid on 7 August 2026. The ex-dividend date will be 18 June 2026 with an associated record date of 19 June 2026. The dividend will be payable as a REIT Property Income Distribution (PID).

Balance sheet

EPRA NTA includes a number of adjustments to the IFRS reported net assets and both measures are presented below on a proportionally consolidated basis.

<sup><sub>1. See Note 13 for a reconciliation between Properties at valuation and categorisation per Consolidated balance sheet
2. Principal value of gross debt, less unamortised fees
3. Goodwill and intangible assets recognised on the acquisition of Ellandi are removed from the EPRA NTA calculation as per EPRA guidelines
4. Calculated with reference to 433.5 million shares (March 2025: 478.9 million shares), see Note 11
5. Calculated with reference to 432.0 million shares (March 2025: 476.7 million shares), see Note 11</sub></sup>

Net assets

As at 31 March 2026, IFRS net assets were £457.6 million, decreasing from £490.1 million as at 31 March 2025, primarily due to impact of the share buyback completed in August 2025, whereby we purchased 47.7 million shares for £36.1 million, as well as purchasing 3.0 million shares for £2.3 million to fund the Employee Benefit Trust.

EPRA NTA is calculated by adjusting net assets to reflect the potential impact of dilutive ordinary shares, and to remove the fair value of any derivatives, deferred tax, goodwill and intangible assets held on the balance sheet. These adjustments are made with the aim of improving comparability with other European real estate companies. EPRA NTA reduced from £486.5 million to £454.4 million, predominately due to the share buyback, as noted above. 

EPRA NTA per share increased to 105 pence at 31 March 2026 from 102 pence at 31 March 2025, predominately as a result of the share buyback. Like-for-like valuation movements of +0.7% further contributed to the increase, although this was partially offset by costs incurred on the disposals made during the year.

Properties at valuation

Properties at valuation have reduced from £897.5 million to £802.2 million following the disposal of four shopping centres, The Abbey Centre in Newtownabbey being the largest at £58.8 million, and two retail parks. Our portfolio delivered valuation growth of +0.7% over the year and +0.5% in the second half, which is the third consecutive six-month period of valuation uplift.

Debt & financing

<sup><sub>1. Weighted average cost of debt on drawn debt only
2. March 2026 calculation includes impact of £240 million post balance sheet refinancing and assumes the Mall Facility has been repaid
3. March 2026 calculation includes impact of £240 million post balance sheet refinancing and assumes the Mall Facility has been repaid, but excludes two one-year extension options on the RCF and three one-year extension options on the Term Facility Commitment. Assuming these options are exercised and lender approved, weighted average debt maturity on total debt at 31 March 2026 would increase to 4.2 years</sub></sup>

<sup><sub>1. Including unamortised arrangement fees 40.4%
2. Cash and undrawn RCF, including impact of post balance sheet refinancing</sub></sup>

As at 31 March 2026, the principal value of our gross debt has decreased slightly from £444.3 million as at 31 March 2025 to £442.0 million following the disposal of our 10% interest in an associate (Sprucefield Retail Park, Lisburn). This balance consists primarily of a £300 million unsecured corporate bond and the £140 million Mall facility added during FY25 as a result of the acquisition of Capital & Regional. Our weighted average cost of debt has also remained consistent at 3.5% as these two facilities both have a coupon of 3.5%. Our cash position has further increased from £62.1 million as at 31 March 2025 to £115.8 million as at 31 March 2026 as a result of the disposal activity during the year. In September 2025 and February 2026, Fitch Ratings reaffirmed NewRiver’s investment grade credit ratings, with a Long-Term Issuer Default Rating of ‘BBB’ (Stable Outlook) and a senior unsecured rating of ‘BBB+’.

In April 2026, we completed the first phase of our refinancing plan, agreeing a new unsecured £240 million facility comprising a £120 million Term Facility Commitment and a £120 million RCF. The new facility achieves our aims to extract maximum benefit from our current debt structure while improving its debt maturity profile and ultimately allows NewRiver to return to a fully unsecured debt structure once the Term Facility Commitment is drawn. All four existing lenders (Barclays, HSBC, NatWest and Santander) increased their commitments from £25 million to £60 million each, which is a clear vote of confidence in NewRiver’s investment-grade credit rating and the quality of its underlying portfolio.

The £120 million Term Facility Commitment has a margin of 190 basis points at the current LTV level and matures in April 2030, with the option to extend by three additional one-year terms (to April 2033), subject to lender approval. The Term Facility Commitment is available to be drawn until the end of January 2027 and will be used, alongside £20 million from existing significant cash resources, to refinance the secured £140 million Mall Facility. The Mall Facility was retained following the acquisition of Capital & Regional plc in December 2024, principally due to its attractive 3.5% coupon, which runs until January 2027. After that date, and until its maturity in January 2028, the Mall Facility would have reverted to a floating rate with a margin that is higher than the margin agreed under the Term Facility Commitment. Delaying drawdown of the Term Facility Commitment until January 2027 therefore allows NewRiver to extract maximum value from the Mall Facility’s 3.5% coupon. 

Prior to drawing the Term Facility Commitment, NewRiver will pay a commitment fee based on a percentage of the margin, which is expected to cost £0.6 million in FY27. This compares to an estimated £2.0 million over the same period if the facility were to be drawn immediately and the saving of approximately £1.4 million naturally flows directly to shareholders through our dividend policy. In May 2026, we executed a forward starting collar which fixes the cost of the Term Facility Commitment between 4.4% and 5.9% from initial drawdown in January 2027 to initial maturity in April 2030. 

The new £120 million RCF has a margin of 175 basis points at the current LTV level and matures in April 2031, with the option to extend by two additional one-year terms (to April 2033), subject to lender approval. The RCF is £20 million larger than the facility it replaces and extends the maturity from November 2026 at a significantly reduced margin.

The next stage of our refinancing will focus on our £300 million unsecured corporate bond, which matures in March 2028. With cash and available liquidity being over £200 million and an improved maturity profile, we are well placed to manage that process from a position of strength. 

Financial policies

We have five financial policies in total, including LTV and interest cover which also appear as debt covenants on our unsecured RCF and our bond. These form a key component of our financial risk management strategy.

We are in compliance with all financial policies as at 31 March 2026.

<sup><sub>1. Net debt: EBITDA is calculated using the average net debt over the last 12 months
2. Interest cover calculated on a 12 month look-back basis, consistent with debt covenant
3. Ordinary dividend cover calculated with reference to UFFO per share</sub></sup>

LTV reduced from 42.3% at 31 March 2025 to 40.4% at 31 March 2026, remaining comfortably within our policy of <50% and in-line with our guidance of <40%, with the reduction due to net disposals. During the year we disposed of four shopping centres and two retail parks, deploying part of the proceeds into the share buyback completed in August 2025. 

Our other financial policies, most notably Net debt: EBITDA (6.2x) and interest cover (4.6x), remain amongst the strongest in the sector. Overall, our financial position remains strong and we continue to operate comfortably within all our financial policies.

Additional guidelines

Alongside our financial policies we have a number of additional guidelines used by management to analyse operational and financial risk, which we disclose in the following table:

Conclusion

Following the successful integration of the Capital & Regional portfolio onto our platform and completion of the first phase of our refinancing, we are now focused on our growth agenda.

With cash and available liquidity of over £200 million, a pathway to a fully unsecured balance sheet and a bond maturity we are well placed to manage, we have the balance sheet, the platform and the pipeline to deploy capital where justified and grow earnings per share. 

Chief Executive’s review

FY26 was a year of delivery. We completed the integration of Capital & Regional, unlocked the synergies we committed to, and demonstrated that the enlarged portfolio is performing. We disposed of assets at book value for £110 million, reduced LTV in line with guidance, and refinanced our unsecured bank debt on improved terms. The operational metrics across leasing, occupancy and consumer spend were also positive. The business is in a stronger position than at any point since the acquisition.

Our focus is now on growth. This review explains how we intend to deliver it.

Our conviction: Essential Everyday Destinations

NewRiver owns and operates Essential Everyday Destinations: the places people rely on week in, week out, as part of how they live and spend their time. These are high‑frequency consumer locations serving needs‑based missions such as groceries, services and everyday convenience, where customers return because they have to and increasingly because they want to. That frequency is not cyclical or event‑driven; it is structural, built into the way people organise their lives.

Essential everyday retail is the foundation of our investment case. High‑frequency behaviour supports footfall. Footfall supports spending. Spending supports sustainable rents. Sustainable rents support growing values. Those values, alongside disciplined leverage, provide the flexibility to deploy capital through the cycle, and it is this flexibility that creates long‑term advantage in real estate.

It shapes where we focus: London Retail, UK Major Cities, and well‑located Retail Parks. In each case, the characteristics are consistent: densely populated catchments, constrained supply, and occupier demand increasingly focused on fewer, more productive locations. These are the places where rental growth is most reliable and where we believe the prospects are strongest.

FY26: a year of delivery

FY26 marked our first full year with the benefit of the Capital & Regional acquisition, validating both the strategy and its execution in three ways.

First, it confirmed the strategic rationale, scaling the operating platform and increasing exposure to high‑frequency London catchments.

Second, it demonstrated execution, successfully completing and integrating a complex corporate transaction while maintaining operational momentum and delivering significant earnings accretion.

Third, it accelerated the shift towards locations where we believe compounding rental growth is most achievable, with London retail now representing 43% of balance sheet assets.

During the year, we also allocated capital with discipline, completing £110 million of disposals in‑line with book value. A proportion of the proceeds were used to support an accretive share buyback and reduce LTV towards our target range, in‑line with post Capital & Regional transaction guidance.

Post year end, we successfully completed a £240 million unsecured refinancing with strong support from our banking partners, extending maturities and increasing financial flexibility. This leaves the business more focused and carefully positioned, consistent with our target to deliver, compounding rental growth.

“The numbers that matter most to us are not the ones that describe a single year. They are the ones that tell us whether the portfolio is becoming more capable of compounding income over time.”

The market: what matters and what we are watching

We view retail through a practical lens. The market only matters to us if it explains what occupiers are doing and why. In our world, the drivers that actually move the dial are affordability, sales density, operating cost pressure, and the willingness of retailers to commit to space in the right locations. 

The consumer backdrop remains supportive of essential and value‑led spend. Employment is high, real wage growth has been positive over the past two years, and household balance sheets are in reasonable shape. Total retail and supermarket spend grew +2.9% over the year to March 2026. That said, a growing share of household budgets is directed toward unavoidable essentials: water +36%, council tax +25% and energy +14% and consumer confidence has softened more recently. We are not immune to that, but the categories that anchor our portfolio have historically proven resilient: grocery, services and value‑led retail spending, the areas that hold up when discretionary budgets come under pressure. 

Retailer behaviour reflects the same dynamic. Brand expansion is concentrated on locations where stores are profitable, footfall is reliable, and the physical estate supports omnichannel fulfilment. Demand is moving into fewer, higher‑quality locations. We see this clearly in our own leasing outcomes and across the market: vacancy rates are falling, incentives are moderating, and rental growth is returning in the strongest locations.

Inevitably, there is still friction in the system. Cost pressure and isolated restructurings remain. The key point is that space in the right locations continues to be reabsorbed by stronger occupiers. Stock selection and operating intensity are what determine outcomes in that environment.

Capital markets are recognising it. Shopping centres and retail parks have delivered the strongest total returns in UK real estate over the past two years, driven by income. Investment volumes have remained active, and recent transactions have cleared above the asking price in competitive processes. Our own disposals have been executed in‑line with book value which is further proof that investor demand for retail is strong.

We do not claim to predict the macro. We manage it by focusing on assets with everyday consumer demand and by preserving financial flexibility, so our decisions remain chosen rather than forced.

What we are seeing on the ground: the value of frequency and affordability

The spend data from the ground up tells a clear story. Latest data from Lloyds Bank, covering 93% of our balance sheet assets by value, shows spending across NewRiver’s destinations up +2.3% in the quarter to March 2026, ahead of the benchmark of +0.8%. Grocery grew +7.2%. Non‑food discount grew +9.8%. Food and beverage were up +3.3%. 

The spend data from the ground up tells a clear story. Latest data from Lloyds Bank, covering 93% of our balance sheet assets by value, shows spending across NewRiver’s destinations up +2.3% in the quarter to March 2026, ahead of the benchmark of +0.8%. Grocery grew +7.2%. Non‑food discount grew +9.8%. Food and beverage were up +3.3%. 

These categories share a common characteristic: repeat visits and essential, value‑led spending that hold up when discretionary budgets are under pressure. 11 Affordability sits at the centre of how we lease space. Sustainable rental growth depends on occupiers trading profitably. We track occupier economics closely, ensure rents stay within what stores can actually earn, and make leasing decisions based on evidence rather than assumptions. 

“The numbers that matter most to us are not the ones that describe a single year. They are the ones that tell us whether the portfolio is becoming more capable of compounding income over time.”

Operating performance: How we measure progress

Strategic Report Governance Report The numbers that matter most to us are not the ones that describe a single year. They are the ones that tell us whether the portfolio is becoming more capable of compounding income over time

“Demand for space in our locations is strong, and we are exceeding ERV and previous passing rent on longer lease terms with disciplined incentives. That combination strengthens income durability and gives us greater confidence that rental growth is building across the portfolio.”

Platform positioning: portfolio shape and the strategic segment lens

Over the past 36 months, we have reshaped our portfolio to where capital is concentrated. The C&R acquisition, targeted disposals, and selective repositioning have had a clear objective: to increase exposure to highfrequency catchments and concentrate capital in locations where rental growth is most reliable and repeatable. The portfolio composition reflects that: 76% Core Shopping Centres, 20% Retail Parks, 3% Regeneration, 1% Work Out. 

Alongside the balance sheet, we have scaled the operating platform. Capital Partnerships have grown to £2.1 billion of AUM across 15 million sq ft on behalf of 12 capital partners, up approximately £0.8 billion over the past three years and generated net fees of £3.6 million during FY26. Institutional capital chooses NewRiver to manage its assets because the platform generates returns that passive ownership cannot. Fee income from this business has compounded at 20% per annum over six years. It is capital‑light, and scales with the platform.

Our Snozone business performed well during the year, delivering £4.8 million of EBITDA in the second half, following the controlled loss of £1.6 million in the first half, and meaning total EBITDA of £3.2 million in FY26, which is up +10% year‑on‑year on a like‑for‑like basis. 

Going forward, we will assess the platform through three strategic lenses: London Retail, UK Major Cities and Retail Parks. This underpins how we focus attention, deploy capex, and recycle capital.

London Retail (43% weighting)

Governance Report High‑frequency missions, dense catchments, deep demand and tight supply

London Retail is one of our strongest convictions for rental and capital growth. The rationale is structural: dense and growing catchments, constrained new supply, strong transport connectivity and a broad occupier base spanning essential retail, services, leisure and value‑led operators. Hybrid working has reinforced localised demand in many London catchments, increasing the value of strong ‘close‑to‑home’ retail destinations. 

C&R was a deliberate step to scale this exposure. London Retail now represents 43% of balance sheet assets. Performance in FY26 has been strong: long‑term leasing at +12.8% vs ERV and +31.8% above previous passing rent, alongside capital value growth of +2.0% over the year.

Our focus is to maintain leasing momentum, deliver sustainable rental growth, and actively shape space to match demand. Where occupier cost pressures are rising, the objective is durable rents rather than headline rents that do not endure. London also benefits from superior alternative use optionality, which underpins values through the cycle.

The leasing evidence supports our conviction that these assets can deliver consistent, compounding rental growth over time.

UK Major Cities (12% weighting)

Regional hubs with consolidated demand

UK Major Cities share the characteristics that matter: large and growing catchments, strong everyday consumer demand, and an affordability profile that supports a wide spectrum of occupiers. The fundamentals are consistent with our thesis: frequency, affordability and constrained supply in key locations.

Leasing totalled 186,900 sq ft, with long‑term transactions securing £1.5 million of annual rent at +8.5% ahead of ERV and a CAGR of +2.7% against previous passing rent over an average prior lease term of 6.2 years. The most significant development was the agreement for lease with Gravity, the experiential leisure operator, covering c.80,000 sq ft at the Capitol Centre in Cardiff. That transaction repositions a significant portion of the asset toward experience‑led use, diversifying the income base and strengthening footfall.

Our focus is to reinforce high‑footfall, increase dwell time, and diversify income through an appropriate blend of value retail, services, and experience‑led uses. The objective is consistent rental growth over time, delivered through active management rather than reliance on the market.

Retail Parks (20% weighting)

Omni‑channel compatible, scarce supply and clear rental growth

Retail Parks are among the most attractive formats in UK real estate right now. Structurally low vacancy, limited new supply, strong national occupiers with healthy balance sheets, and a format that is purpose‑built for omnichannel retail. Occupier demand remains concentrated in the best locations, and there is little new supply to absorb it.

The leasing numbers reflect that. In FY26, we secured 22 deals delivering £1.9 million of annual rent across 185,000 sq ft, with longterm leasing at +7.0% to ERV and +63.8% above previous passing rent, on a WALE of 12.5 years. That reversion uplift is among the strongest across the portfolio.

Our focus is to maintain high occupancy, extend lease terms, and continue to capture the rental growth supported by supply‑demand dynamics. Where capital allocation can enhance income quality, we will deploy it selectively.

Core Town Centres (21% weighting)

Pragmatic management and selective recycling

Town centres show a wider dispersion of outcomes than any other segment. The best locations, with strong anchors, dense catchments and active management, continue to consolidate demand and deliver leasing growth. Others face structural challenges that no amount of active management completely resolves.

In FY26, leasing held up well despite retailer restructurings, particularly in the first half of the year, with transactions completing at +5.5% to ERV and +24.8% above previous passing rent. That resilience reflects the quality of the assets we have retained in this segment. Town Centres represent 21% of the balance sheet, with different assets at different points in their income growth trajectory. 

Our approach is pragmatic: maintain leasing momentum in the strongest assets, keep affordability under review, reshape space where demand has changed, and recycle capital where the path to compounding is narrow. 

Work Out and Regeneration (4% weighting)

Reducing exposure and crystallising value

Work Out and Regeneration together represent 4% of the balance sheet. The heavy lifting on portfolio repositioning is largely done.

Work Out is down to 1%. The Capitol Centre in Cardiff has been repositioned and transferred into the Core segment. The remaining exposure is being managed through the disposal programme.

Regeneration stands at 3%. At Burgess Hill, the residential site sale is advancing following a conditional joint venture agreement with Mid Sussex District Council.

The priority is straightforward: reduce risk, crystallise value and recycle capital into assets where it compounds.

Valuation and liquidity – preserving flexibility and improving per‑share outcomes

Valuation is ultimately a function of income, growth expectations and the cost of capital. We report valuation movements, yields and ERV trends in full within the Portfolio Review. The key point is that portfolio positioning and leasing outcomes are the clearest leading indicators of valuation resilience and, over time, valuation growth.

The portfolio was valued at £802.2 million as at 31 March 2026, with the year‑on‑year movement reflecting disposals of £110 million and a like‑for‑like revaluation increase of +0.7%. ERV growth of +1.5% and stable yields drove the uplift. Values increased +0.5% in the second half, the third consecutive period of growth. 

We have remained disciplined on capital allocation. Disposals were made at book value, with the proceeds used to support a share buyback and reduce LTV. Post year‑end, the refinancing was completed on improved terms, restoring a fully unsecured debt structure, extending maturities, and strengthening liquidity, with an undrawn revolving credit facility of £120 million and cash of £116 million.

Capital allocation and risk discipline – aligned to shareholders and responsive to opportunity

We think about capital allocation as a means to an end: compounding value per share. That requires discipline, because in real estate, there is always a reason to do more, and not all activity creates value. Our approach is to direct capital to the highest risk‑adjusted return available at the time, whether that is reinvestment, further deleveraging, or share buybacks when the share price trades at a material discount to intrinsic value. 

Balance sheet flexibility is what makes that optionality real and enables us to act decisively. That is why we focus on liquidity, covenant headroom and a well‑managed maturity profile. It is also why the refinancing matters: it removes a constraint and replaces it with optionality.

The next three years involve absorbing higher finance costs as we refinance our debt book. Rental growth is expected to be the primary driver of dividend per‑share growth over that period. Given that our payout ratio is among the lowest in the sector, we also have flexibility in our dividend policy to support per‑share dividend growth and to smooth the refinancing transition while maintaining our REIT obligations. A yield of almost 9% covered 125% at current prices is a well‑protected income stream with visible upside and scope for a higher payout ratio to smooth the anticipated increasing finance costs. 

Investors should also expect realism about risk. Retail is operational and real estate is cyclical. We focus on high‑frequency locations with broad occupier demand, keep rents within what occupiers can sustain, and preserve financial flexibility so decisions remain chosen rather than forced.

If the market backdrop softens, our priorities are to protect income, control voids, and recycle capital into the strongest opportunities. If conditions improve, we will deploy capital where returns justify it. In both cases, the objective remains the same: compounding value per share over time.

Where our shares trade at an unwarranted discount, we will consider buybacks and further capital recycling while preserving the flexibility to invest when opportunities are mispriced in our favour. 

Finally, credibility is earned through evidence. We remain focused on repeatable operating metrics: leasing, affordability, occupancy and retention. We are committed to communicating clearly what we are doing, why we are doing it, and how success will be measured. 

Delivering compounding returns

Our focus is on compounding value per share over time. We measure this through total accounting return, which is NAV growth plus dividends as a percentage of opening NAV, because it captures both the income we generate and the value we create.

The foundations are in place. The dividend is well covered. Occupancy is high. Leasing momentum is building, with rents agreed materially above previous passing rent on long lease terms across every segment of the portfolio. The refinancing headwind over the next 3 years is real but quantifiable, and rental growth is the mechanism to absorb it. As reversion is captured and flows through the rent roll and the finance cost step‑up is absorbed, we expect that the earnings trajectory will naturally improve.

Therefore, the prospects for delivering a total accounting return of 9‑11% per annum through to FY29, are genuinely good. We already benefit from our dividend per share being a significant component of our total accounting return, and with better prospects for both income and capital growth we are confident in delivering attractive total accounting returns. 

This is not guidance. It is a framework grounded in the leasing evidence, balance sheet position and platform economics we have today. We will update it annually and communicate clearly if conditions change.

What to expect from NewRiver

Governance Report Our strategy is intentionally simple: concentrate our capital and management time on Essential Everyday Destinations in high‑frequency catchments that compound value over time through consistent rental growth.

The leasing performance in FY26 gives us confidence in our strategy. Rents agreed today at significant uplifts above passing rent, on long lease terms, will flow into reported like‑for‑like income growth as the rent roll turns. Higher finance costs as the debt book refinances over the next 3 years are a known headwind. Rental growth is the answer to it. The platform is designed to deliver that, and the leasing data tells us it is building. 

We will continue to allocate capital in a disciplined manner, focusing on areas where growth is most visible and repeatable, while maintaining balance sheet strength and operational flexibility, and continue to act in shareholders’ interests, grounded in evidence, financial discipline, and long‑term value creation.

As we do so, shareholders remain supported throughout by a well‑covered dividend, a portfolio at a material discount to its growing NAV, and a management team focused on delivering on the drivers within our control.

We said we would integrate C&R, deliver the synergies, and maintain operational momentum. We have done that.

The next chapter is growth, and we are focused on delivering it. 

Key Highlights 2026