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REG-Custodian Property Income REIT plc Custodian Property Income REIT plc: Final results for the year ended 31 March 2025

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Custodian Property Income REIT plc (CREI)
Custodian Property Income REIT plc: Final results for the year ended 31 March 2025

12-Jun-2025 / 07:00 GMT/BST

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                                                                            12 June 2025

                           Custodian Property Income REIT plc

                  (“the Company” or “Custodian Property Income REIT”)

                                            

                     Final results for the year ended 31 March 2025

                                            

 Strong operational performance driving earnings growth and portfolio valuation uplift

                                            

Custodian Property Income REIT  (LSE: CREI), which seeks  to deliver an enhanced  income
return by  investing in  a diversified  portfolio of  smaller regional  properties  with
strong income characteristics across the UK,  today announces its final results for  the
year ended 31 March 2025.

 

Commenting on  the  final results,  Richard  Shepherd-Cross, Managing  Director  of  the
Investment Manager, said: “The Company has delivered another strong year of  operational
performance. Our  strategy  of investing  in  smaller  lot sized  properties  leased  to
institutional quality and  household name  occupiers has  again led  to our  diversified
portfolio delivering the income  growth it is  designed to achieve. Against  challenging
market conditions, we have delivered an  average 29% rental increase at review,  helping
drive growth in like-for-like rent of 2.3%. This has led to a 4.9% increase in  earnings
per share and underpinned our fully  covered dividend which offered an attractive  yield
of 7.9% at 31 March 2025.  With the portfolio’s estimated rental value 14% ahead of  its
current passing rent, there remains a clear opportunity to continue to grow income.

 

“Throughout the year we continued to make disposals, achieving an average 5% premium  to
the most recent valuation and 38% ahead  of the assets’ pre-offer valuation, which  both
supports the  portfolio valuation  and allows  us  to continue  to recycle  capital  and
increase NAV.” 

 

Commenting on the final results, David MacLellan, Chairman of the Company, said:

 

“Custodian Property  Income  REIT  remains  one  of only  a  few  active  and  genuinely
diversified property  investment companies,  and the  Company’s differentiated  property
strategy positions it  well to continue  to deliver for  long-term investors seeking  an
income focused opportunity.

 

“We have  continued to  look for  ways to  grow the  portfolio in  an environment  where
raising capital via the stock exchange remains challenging and last week were pleased to
announce the acquisition of  a meaningful commercial property  portfolio that is  highly
complementary to our own, both in terms of geographical spread and sector diversity. The
share based and net asset value  (“NAV”)-for-NAV nature of this transaction allowed  the
vendor to resolve  a succession issue  and a potentially  significant capital gains  tax
liability and, we believe, has provided a blueprint for other high net worth and  family
offices to follow, while helping the Company achieve its ambitions for growth.

 

“As short-term interest rates fall and  investors reconnect with real estate  investment
for its  attractive income  credentials, the  Company’s share  price is  well-placed  to
re-rate back  towards NAV  and enhance  total returns.  In addition,  with asset  prices
showing signs  of  recovery  and  following the  recent  announcement  of  an  all-share
portfolio acquisition, the Board looks to the future with confidence.”

 

Highlights of the year:

 

  • 4.9% growth in EPRA earnings per share to 6.1p (FY24: 5.8p) with a 3.5% increase  in
    fully covered dividend  per share to  6.0p reflecting  a 7.9% dividend  yield at  31
    March 2025 (2024: 5.8p dividend, 7.2% yield)
  • IFRS profit after tax increased to £38.2m (2024: £1.5m loss)
  • 2.3% growth in like-for-like contractual rent to £43.9m
  • Estimated rental  value (“ERV”)  grew 2.4%,  with  ERV 14%  ahead of  passing  rent,
    providing a significant opportunity  to unlock further  rental growth through  asset
    management and at lease events
  • 15 rent reviews completed during the year across all sectors at an average 29% ahead
    of previous passing  rent, with 64  new lettings, lease  renewals and lease  regears
    completed reflecting continued occupier demand
  • Occupancy marginally decreased  by 0.6%  to 91.1% during  the year  (31 March  2024:
    91.7%) but with lettings since the year end adding 0.4%
  • Like-for-like valuation of the  Company’s portfolio of  151 properties increased  by
    2.2% to £594.4m supporting a 2.9% NAV increase and contributing to a 9.5% NAV  total
    return (2024:  -0.4%). Encouragingly  valuations have  improved at  an  accelerating
    rate, quarter-on-quarter,  as  decreasing  interest rates  and  real  estate  market
    sentiment started to be reflected
  • £8.2m of capital  investment during the  year into the  refurbishment of offices  in
    Leeds and Manchester and industrial units in Livingston, Plymouth and Aberdeen,  and
    solar panel installations
  • £15.1m proceeds from  selective disposals achieved  at an aggregate  38% premium  to
    pre-offer valuation,  with  a  further £6.9m  of  disposals  since year  end  at  an
    aggregate 12% premium to pre-offer valuation
  • Net gearing remains low at 27.9% (31 March 2024: 29.2%) with 80% at a fixed rate  of
    interest.  Since the year end the Company’s  RCF limit has been increased from  £50m
    to £60m to maintain headroom following expected repayment of a £20m loan expiring in
    August 2025
  • Post year end,  the Company completed  the purchase  of a £22.1m  portfolio via  the
    all-share  acquisition  of  a  family  property  company. The  ‘Merlin’  acquisition
    provides the Company  with a  £19.4m portfolio of  28 smaller  lot-size regional  UK
    investment properties  which  are highly  complementary  to the  Company’s  existing
    assets, as well as c. £2.7m of newly built housing stock, the ongoing sale of  which
    is expected to conclude in the next  few months, generating additional cash for  the
    Company.

 

Further information:

 

Further information  regarding  the  Company  can be  found  at  the  Company's  website
 1 custodianreit.com or please contact:

 

Custodian Capital Limited                                             
Richard Shepherd-Cross – Managing Director

Ed Moore – Finance Director                   Tel: +44 (0)116 240 8740

Ian Mattioli MBE DL – Chairman
                                            2 www.custodiancapital.com

 

Numis Securities Limited                             
Hugh Jonathan / George Shiel Tel: +44 (0)20 7260 1000
                                  www.numis.com/funds

 

FTI Consulting                                                                          
Richard Sunderland / Ellie Sweeney / Andrew Davis /             Tel: +44 (0)20 3727 1000
Oliver Parsons
                                                       3 custodianreit@fticonsulting.com

Custodian Property Income REIT plc Annual Report and Accounts for the year ended 31
March 2025

                                                                                        

Custodian Property Income REIT is a UK real estate investment trust (“REIT”) which seeks
to deliver an enhanced income return by investing in a diversified portfolio of smaller,
regional  properties   with  strong   income   characteristics  let   to   predominantly
institutional grade tenants across the UK.

 

Property highlights

                                  2025  
 
                                    £m Comments
                                        
Portfolio value                  594.4  
                                         • Investment property - £11.2m, representing a
                                           2.2% like-for-like increase, explained
Valuation increases 4  1 :        11.9     further in the Investment Manager’s report
                                         • Property, plant and equipment - £0.7m,
                                           relating to solar panels
                                       Occupancy rates  have  decreased  from  91.7%  to
Occupancy                        91.1% 91.1% due to lease  expiries in Q4 but  partially
                                       mitigated by new lettings since the year end
                                       Primarily comprising:

                                         • £2.6m   extending    and   refurbishing    an
                                           industrial unit in Livingston
Capital investment                 8.2   • £1.8m completing refurbishment works at three
                                           office buildings in Leeds and Manchester
                                         • £1.1m  refurbishing   industrial  assets   in
                                           Plymouth and Aberdeen
                                         • £1.3m invested  in solar  panels across  nine
                                           assets
                                       At  an   aggregate  38%   premium  to   pre-offer
                                       valuation 5  2  comprising:

Disposal proceeds                 15.1   • £9.0m vacant industrial unit in Warrington
                                         • £2.3m vacant former car showroom in Redhill
                                         • £1.8m vacant offices in Castle Donington
                                         • £0.6m industrial unit in Sheffield
                                         • £1.4m vacant offices in Solihull
                                        
                                       At  an   aggregate  12%   premium  to   pre-offer
                                       valuation comprising:
Disposal proceeds since the year
end                                6.9   • £4.0m part-let offices in Cheadle
                                         • £2.9m fully-let offices in Cheadle

                                        
                                       A portfolio  of 28  smaller lot-sized  investment
Acquisitions since the year end   22.1 properties through the  corporate acquisition  of
                                       Merlin Properties Limited (“Merlin”)

 

Financial highlights and performance summary

                                                                                        
                                   2025   2024 Comments
Returns                                         
                                               Increased by  4.9% due  to rental  growth
*EPRA 6  3  earnings per           6.1p   5.8p and financing  costs  decreasing  due  to
share 7  4                                     base   rate   reductions   and   property
                                               disposals
Basic and diluted earnings per     8.7p (0.3p) Profit resulting from a £11.2m investment
share 8  5                                     property valuation increase (2024: £27.0m
Profit/(loss) before tax (£m)      38.2  (1.5) valuation loss)
Dividends per share 9  6           6.0p   5.8p Target dividend  per share  for the  year
                                               ended 31 March 2026 of 6.0p
*Dividend cover 10  7            101.3% 100.7% In line  with  the  Company’s  policy  of
                                               paying fully covered dividends
*NAV total return per                          6.6% dividends  paid (2024:  5.5%) and  a
share 11  8                        9.5% (0.4%) 2.9% capital increase (2024: 5.9% capital
                                               decrease)
                                               Share price decreased from 81.4p to 76.2p
*Share price total return 12  9    1.2% (2.6%) during  the  year.   Since  the  year-end
                                               share price has increased to 84p
                                                
Capital values                                  
NAV and *EPRA NTA 13  10  (£m)    423.5  411.8 Increased due to £11.9m of valuation
NAV per share and *NTA per share   96.1   93.4 gains
                                               Reduced to 25.8% on a pro-forma basis
*Net gearing 14  11               27.9%  29.2% following acquisitions and disposals
                                               since the year-end, broadly in line with
                                               the Company’s 25% target
*Weighted average cost of drawn    3.9%   4.1% Base rate (SONIA) decreased from 5.2%  to
debt facilities                                4.5% during the year. 
                                                
Costs                                           
*Ongoing charges ratio 15  12     2.48%  2.20%
(“OCR”)                                        Average quarterly NAV has decreased  from
*OCR excluding direct property    1.30%  1.24% £423.6m in FY24 to £414.8m in FY25
expenses 16  13 

 

Environmental                                  
*Weighted    average     energy               EPCs updated  at certain  units across  24
performance certificate (“EPC”) C (51) C (53) properties    demonstrating     continuing
rating 17  14                                 improvements    in    the    environmental
                                              performance of the portfolio

 

*Alternative performance  measures  (“APMs”)  -  the  Company  reports  APMs  to  assist
stakeholders in assessing  performance alongside  the Company’s results  on a  statutory
basis, set out above.  APMs are among  the key performance indicators used by the  Board
to assess  the Company’s  performance and  are used  by research  analysts covering  the
Company.  The  Company uses  APMs  based upon  the  EPRA Best  Practice  Recommendations
Reporting  Framework  which  is  widely  recognised  and  used  by  public  real  estate
companies.  Certain other  APMs may  not be  directly comparable  with other  companies’
adjusted measures and APMs are not intended to be a substitute for, or superior to,  any
IFRS measures  of performance.   Supporting calculations  for APMs  and  reconciliations
between APMs and their IFRS equivalents are set out in Note 22.

Business model and strategy

 

Purpose

 

Custodian Property Income REIT offers investors access to a diversified portfolio of  UK
commercial real  estate through  a  closed-ended fund.   The  Company seeks  to  provide
investors with an attractive level of income and the potential for capital growth from a
portfolio with strong environmental credentials, becoming the REIT of choice for private
and institutional investors seeking high  and stable dividends from well-diversified  UK
real estate.

 

Stakeholder interests

 

The Board recognises  the importance  of all stakeholder  interests, not  just those  of
investors, and  keeps  these at  the  forefront  of business  and  strategic  decisions,
ensuring the Company:

 

  • Understands and meets the needs of its occupiers, owning fit for purpose  properties
    with strong  environmental credentials  in  the right  locations which  comply  with
    regulations;

  • Protects and improves  its stable cash  flows with long-term  planning and  decision
    making, implementing  its policy  of  paying dividends  fully covered  by  recurring
    earnings and securing the Company’s future; and

  • Adopts a responsible approach to  communities and the environment, actively  seeking
    ways to  minimise the  Company’s impact  on climate  change and  providing the  real
    estate fabric of the economy, giving employers a place of business.

 

Investment Policy summary

 

The Company’s investment policy 18  15  is summarised below:

 

  • To invest  in  a  diverse  portfolio  of  UK  commercial  real  estate,  principally
    characterised by smaller, regional,  core/core-plus 19  16  properties that  provide
    enhanced income;
  • The property portfolio should be diversified  by sector, location, tenant and  lease
    term, with a maximum weighting  by income to any  one property sector or  geographic
    region of 50%;
  • To acquire  modern buildings  or  those considered  fit  for purpose  by  occupiers,
    focusing on areas with:

  • High residual values;
  • Strong local economies; and
  • An imbalance between supply and demand.

  • No one tenant or property should account for  more than 10% of the rent roll at  the
    time of purchase, except for:

  • Governmental bodies or departments; or
  • Single tenants rated by Dun  & Bradstreet as having a  credit risk score worse  than
    two 20  17 , where exposure may not exceed 5% of the rent roll.

  • Not  to  undertake  speculative  development,   except  for  the  refurbishment   or
    redevelopment of existing holdings;
  • To seek further growth, which may involve strategic property portfolio  acquisitions
    and corporate consolidation; and
  • The Company may use  gearing provided that the  maximum loan-to-value (“LTV”)  shall
    not exceed 35%, with a medium-term net gearing target of 25% LTV.

 

The Board reviews the Company’s investment  objectives at least annually to ensure  they
remain appropriate to the market in which the Company operates and in the best interests
of shareholders.

 

Differentiated property strategy

 

The Company’s portfolio is focused on  smaller, regional assets which helps achieve  our
target of high and stable dividends from well-diversified real estate by offering:

 

  • An enhanced yield on acquisition  – with no need  to sacrifice quality of  property,
    location, tenant or environmental performance for income and with a greater share of
    value in ‘bricks and mortar’ rather than the lease;
  • Greater diversification – spreading risk  across more assets, locations and  tenants
    and offering more stable cash flows; and
  • A  higher  income  component  of   total  return  –  driving  out-performance   with
    forecastable and predictable returns.

 

Success  in  achieving  the  Company’s  performance  and  sustainability  objectives  is
primarily measured by performance against key  performance indicators set out in  detail
in the Financial review and ESG Committee reports respectively. The Principal risks  and
uncertainties section of the Strategic Report sets out potential risks in achieving  the
Company’s objectives.

 

Richard Shepherd-Cross, Managing  Director of  the Investment  Manager, commented:  "Our
smaller-lot specialism has consistently delivered significantly higher yields with lower
volatility without exposing shareholders to additional risk”.

 

Growth strategy

 

The Board  is  committed to  seeking  further growth  in  the Company  to  increase  the
liquidity of its shares and reduce ongoing charges. Our growth strategy involves:

 

  • Strategic property portfolio acquisitions and corporate consolidation, in particular
    identifying portfolios held by family offices  seeking a solution to succession  and
    latent tax issues;
  • Organic growth through share issuance at a premium to NAV;
  • Broadening the Company’s shareholder base, particularly through further  penetration
    into online platforms;
  • Becoming the  natural choice  for private  clients and  wealth managers  seeking  to
    invest in UK real estate; and
  • Taking investor market share  from open-ended funds and  peer group companies  being
    wound down.

 

The Board ensures that property fundamentals are central to all decisions.

 

Diverse portfolio with institutional grade tenants

                                                         Weighting
                                                         by income
                   Weighting by income Location      31 March 2025
                         31 March 2025                            
                                       West Midlands           20%
                                       North-West              19%
Sector                                 East Midlands           13%
                                       Scotland                13%
Industrial                         42% South-East              11%
Retail warehouse                   22% South-West              10%
Office                             16% North-East               9%
Other                              13% Eastern                  4%
High street retail                  7% Wales                    1%

                                        

 

                                                              Annual passing
                                                                        rent % portfolio
                                                                                  income
                                                                        (£m)
Top 10 tenants                                Asset locations
                                                                                        
Menzies Distribution   Aberdeen, Edinburgh, Glasgow, Ipswich,            1.7        3.9%
                               Norwich, Dundee, Swansea, York
Wickes Building                  Winnersh, Burton upon Trent,
Supplies                      Southport, Nottingham, Leighton            1.5        3.5%
                                                      Buzzard
B&M Retail              Swindon, Ashton-under-Lyne, Plymouth,            1.4        3.1%
                                                     Carlisle
B&Q                                         Banbury, Weymouth            1.0        2.3%
Matalan                                 Leicester, Nottingham            1.0        2.2%
First Title (t/a Enact                                  Leeds            0.9        2.1%
Conveyancing)
DFS                                        Droitwich, Measham            0.9        2.0%
Zavvi                                                Winsford            0.7        1.7%
Next                                      Evesham, Motherwell            0.7        1.6%
Nicwood Logistics                           Burton upon Trent            0.6        1.5%

 

 

                   Experian tenant risk rating
 
                   31 March 2025 31 March 2024
Sector
                                              
Government                    1%            2%
Very low risk                62%           57%
Low risk                     11%            8%
Below average risk           11%           13%
Above average risk            5%            8%
High risk                     1%            2%
Other                         9%           10%

 

Our environmental, social and governance (“ESG”) objectives

 

  • Improving the energy  performance of  our buildings -  investing in  carbon-reducing
    technology, infrastructure  and onsite  renewables and  ensuring redevelopments  are
    completed to high environmental standards which are essential to the future  leasing
    prospects and valuation of each property
  • Reducing energy usage and  emissions - liaising closely  with our tenants to  gather
    and analyse data  on the  environmental performance  of our  properties to  identify
    areas for improvement
  • Achieving positive  social  outcomes and  supporting  local communities  -  engaging
    constructively with tenants  and local  government to  ensure we  support the  wider
    community through local economic and environmental plans and strategies and  playing
    our part in providing the real estate  fabric of the economy, giving employers  safe
    places of business that promote tenant well-being
  • Understanding environmental risks and opportunities - allowing the Board to maintain
    appropriate governance structures to ensure the Investment Manager is  appropriately
    mitigating risks and maximising opportunities
  • Complying with  all requirements  and reporting  in line  with best  practice  where
    appropriate - exposing the Company to public scrutiny and communicating our targets,
    activities and initiatives to stakeholders
  • Governance - maintaining high  standards of corporate  governance and disclosure  to
    ensure the effective  operation of  the Company  and instil  confidence amongst  our
    stakeholders.  We aim to continually improve our levels of governance and disclosure
    to achieve industry best practice

 

 

Investment Manager

 

Custodian Capital Limited (“the  Investment Manager”) is  appointed under an  investment
management agreement (“IMA”) to provide property management and administrative  services
to the Company.  Richard Shepherd-Cross is Managing Director of the Investment Manager. 
Richard has  30 years’  experience in  commercial property,  qualifying as  a  Chartered
Surveyor in 1996 and until 2008 worked for JLL, latterly running its national  portfolio
investment team.

 

Richard established Custodian Capital Limited as the Property Fund Management subsidiary
of Mattioli Woods Limited (“Mattioli Woods”) and in 2014 was instrumental in the  launch
of Custodian Property Income REIT from Mattioli Woods’ syndicated property portfolio and
its 1,200 investors.  Following the successful IPO of the Company, Richard has  overseen
the growth of the Company to its current property portfolio of c. £600m.

 

Richard is supported by the Investment Manager’s other key personnel: Ed Moore - Finance
Director and Alex Nix -  Assistant Investment Manager, along with  a team of five  other
surveyors and five accountants.
 

Chairman’s statement

 

A changing and more challenging global political landscape during the year has  resulted
in tensions and uncertainty running high in parts of the world.  In the UK, it is  still
early days for the new Labour government but uncertainty is never good for any  economy,
including the real estate sector.

 

While commercial property in the UK is showing signs of recovering value on the back  of
increased occupier activity and  growing rents, the share  prices of listed real  estate
companies do  not  yet  reflect  this  recovery with  many  shares  in  these  companies
continuing to trade at  discounts to net asset  values.  As a result  of these, in  some
cases, quite wide discounts  there has been increased  corporate activity in the  listed
real estate sector with mergers, take-privates and  managed wind downs a feature of  the
last twelve months following the arrival of more activist shareholders.

 

In my Chairman’s statement last year, I reflected that the Company could soon be one  of
only a few active and genuinely  diversified property investment companies available  to
investors in  the  listed sector.   It  would appear  that  this reflection  has  proved
prescient, however,  as  I  note  in  the following  paragraphs,  the  Company  is  well
positioned with  a diversified  portfolio of  performing real  estate assets  which  are
providing a strong yield from a fully covered dividend.

 

Performance

 

Custodian Property Income REIT’s strategy is to invest in a diversified portfolio which,
at 31 March 2025, comprised 151  properties geographically spread throughout the UK  and
across a diverse  range of sectors.   The year-end portfolio  valuation reflected a  net
yield (“NIY”) of 6.6% 21  18  (31 March 2024: 6.6%).  With an average property value  of
c.£4m and no  one tenant  or property  accounting for  more than  3.9% or  1.75% of  the
Company’s rent roll  respectively, property specific  risk and tenant  default risk  are
significantly mitigated.

 

The Company’s NAV increased by  2.9% during the year, contributing  to a 9.5% NAV  total
return, and at  an accelerating rate,  quarter-on-quarter, as the  impact of  decreasing
interest rates and real estate market sentiment started to be reflected in  valuations. 
However, this positive underlying property portfolio performance does not yet appear  to
be reflected in the share price performance and it is disappointing that the share price
total return for the  year is only 1.2%  which lags the NAV  total return of 9.5%  (2.9%
capital growth and 6.6% income).

 

One of the challenges of the performance for listed real estate over the last 12  months
has been the rise in the 10-year gilt yield, which has always been correlated to  listed
real estate ratings.  The 10-year  gilt yield rose from 4.0%  in March 2024, to 4.9%  in
January 2025, and was 4.6%  at the year end.  This  historically high and volatile  rate
has had a direct  impact on ratings,  but set against  Custodian Property Income  REIT’s
dividend yield as at 31 March 2025 of  7.9%, fully covered by earnings and supported  by
rental growth and a falling  cost of variable rate debt,  this appears to be a  generous
margin.

 

Custodian Property  Income  REIT  employs  sector expertise,  with  high  quality  asset
management, covenant management and portfolio construction, to provide an  institutional
offering to shareholders in a diversified regional portfolio, that generates a  superior
income return.  Notwithstanding recent volatility in pricing and acknowledging that 2024
witnessed the bottom of a property valuation cycle, the Company can still look back over
an average annual NAV total return of 5.6%  in the 11 years since IPO, driven by  strong
recurring earnings with fully covered dividends.

 

The NAV of the Company at 31 March 2025 was £423.5m, approximately 96.1p per share:

 

                                                       Pence per share     £m
                                                                             
NAV at 31 March 2024                                              93.4  411.8
                                                                             
Valuation increases and depreciation                               2.7   11.7
Profit on disposal of investment property                          0.1    0.4
Net gain on property portfolio                                     2.8   12.1
                                                                             
EPRA earnings                                                      6.1   26.8
Quarterly dividends paid during the year 22  19                  (5.9) (25.9)
                                                                   0.2    0.9
                                                                             
Special dividend paid during the year relating to FY24           (0.3)  (1.3)
                                                                             
NAV at 31 March 2025                                              96.1  423.5

 

Investment property and  PPE valuations increased  by £11.9m during  the year, of  which
£10.4m was delivered in the second half, demonstrating the current upward trajectory and
returning the  Company a  positive  NAV total  return per  share  of 9.5%.   A  detailed
property valuation commentary is given in the Investment Manager’s report.  The movement
in NAV also  reflects the payment  of interim dividends  during the year,  but does  not
include any provision for the approved dividend  of 1.5p per share relating to Q4  which
was paid on Friday 30 May 2025.

 

Dividends

 

The Company’s  commitment  to  a  property strategy  that  supports  a  relatively  high
dividend, fully covered by EPRA earnings,  remains a defining characteristic and in  May
2024 the Board announced a 9% increase in the annual target dividend per share from 5.5p
to 6.0p.  This dividend increase reflected the improving earnings characteristics of the
Company’s portfolio through asset management initiatives crystallising rental growth and
the profitable disposal of vacant properties increasing occupancy. 

 

Our Investment Manager continues to keep a  tight control on costs, while the  Company’s
substantially fixed-rate  debt profile  is  keeping borrowing  costs below  the  current
market rate.  Based on the  current forward interest rate  curve the Board expects  that
the ongoing cost of the Company’s revolving credit facility will fall during the next 12
months, tempering the impact of expiry of a £20m fixed-rate loan in August 2025. 

 

The Board’s objective remains to continue to grow the dividend at a rate which is  fully
covered by net  rental income  and does  not inhibit  the flexibility  of the  Company’s
investment strategy.

 

Borrowings

 

The Company’s net gearing decreased from 29.2% LTV at 31 March 2024 to 27.9% during  the
year.  Property disposals and the acquisition of Merlin since the year end have  reduced
pro-forma net gearing to 25.8%, drawing the LTV closer to the Company’s 25%  medium-term
target.

 

The proportion of the Company’s drawn debt facilities with a fixed rate of interest  was
80% at 31 March 2025  (2024: 78%), significantly mitigating  interest rate risk for  the
Company and maintaining  the accretive margin  between the Company’s  3.9% (2024:  4.1%)
weighted average cost of debt and property portfolio EPRA topped-up NIY 23  20  of  6.6%
(2024: 6.6%). 

 

The Company’s debt is summarised in Note 16.

 

Acquisitions

 

On 30  May 2025  the Company  acquired  100% of  the ordinary  share capital  of  Merlin
Properties Limited for  an initial  consideration of 22.9m  new ordinary  shares in  the
Company (“the Transaction”).  A second tranche of consideration, expected to comprise c.
1.7m shares, will be payable within the next six months following approval of completion
accounts drawn up to the acquisition  date.  Aggregate consideration will be  calculated
on an  ‘adjusted  NAV-for-NAV  basis’,  with  each  company’s  NAV  being  adjusted  for
respective acquisition  costs  and  Merlin’s  investment  property  portfolio  valuation
adjusted to the agreed purchase price of £19.4m. 

 

Merlin’s property portfolio is summarised below:

 

  • Investment property  portfolio value  of £19.4m  comprising 28  regional  commercial
    properties, primarily located in  the East Midlands, with  sector splits by  passing
    rent set out below:

 

Merlin portfolio sector splits     
Industrial                      47%
Retail warehouse                19%
Office                          17%
High street retail              13%
Other                            4%
                               100%

 

  • 10 newly built residential properties largely under offer to sell valued at c. £2.7m
  • 74% of  passing  rent  is  generated  from the  10  largest  assets,  with  Halfords
    representing the largest tenant (5% of the £1.7m rent roll)

 

The Transaction  provides us  with  a portfolio  that  is both  a  strong fit  with  our
income-focused strategy and  highly complementary  to our  existing property  portfolio,
augmenting our regional, industrial bias and adding further diversification by  tenant. 
The Merlin portfolio has a topped-up NIY  of 8.1%, ahead of the Company’s equivalent  of
6.6%, making it immediately earnings-accretive, and is ungeared so reduces the Company’s
pro-forma net gearing by c. 1%.

 

Hubert Lynch, Founder Director of Merlin Properties Limited, said: “Operating the Merlin
portfolio, which our family has compiled and managed over the last 40 years, had  become
increasingly  demanding  in  today’s  complex   environment.  We  have  undertaken   the
Transaction in  a tax  efficient manner  to ensure  our family’s  continued exposure  to
property investment both currently and  for future generations through a  professionally
managed  fund  with  a  strong   track  record.   As  already  significant,   supportive
shareholders of Custodian Property  Income REIT we have  a strong relationship with  the
Investment Management team which we look forward to continuing for many years.”

 

Custodian Property Income REIT remains committed to  growth and over the first 11  years
of  trading  the  Company  has  grown,  largely  organically,  but  also  via  corporate
acquisitions, with an over six-fold increase in  the size of the portfolio from £90m  of
property assets at  IPO to a  pro-forma c.  £610m following the  Merlin acquisition  and
disposals since  the year  end.   This growth  has  improved shareholder  liquidity  and
increased  diversification,  mitigating   property  specific  and   tenant  risk   while
stabilising earnings.

 

Following the Merlin acquisition,  the Board of Custodian  Property Income REIT and  the
Investment  Manager   are  actively   exploring   further  opportunities   to   purchase
complementary portfolios via mergers or corporate acquisitions.

 

Sustainability

 

The Company has made  further progress in implementing  its environmental policy  during
the year, improving  its weighted  average EPC  score from C  (53) to  C (51)  following
further refurbishments  within  the  portfolio.   The  Company’s  Asset  Management  and
Sustainability report is available at: 

 

 24 custodianreit.com/environmental-social-and-governance-esg/

 

This report contains details of the Company’s asset management initiatives with a  clear
focus on their impact on ESG, including  case studies of recent positive steps taken  to
improve the environmental performance of the portfolio.

 

Cost disclosure exemption

 

We  welcome  the  Financial  Conduct  Authority’s  exemption  of  investment   companies
(including REITs)  from  the Packaged  Retail  and Insurance-based  Investment  Products
(“PRIIPs”) and Markets in Financial  Instruments Directive II (“MiFID II”)  regulation. 
Since 2018  this regulation  has obliged  wealth  managers and  platforms to  make  cost
disclosures to clients that were  ‘fundamentally misleading’ 25  21  by being  presented
as being borne by investors despite actually being incurred by the Company and  included
within reported investment performance 26  22 .

 

Exacerbated by more recent Consumer Duty regulations these cost disclosures, which  also
result in investment  companies’ management  costs appearing  spuriously more  expensive
than alternative structures,  are likely  to have  curtailed investment  demand for  the
Company’s shares over the last six years. 

 

As the investment  industry gradually adjusts  to this change,  we expect the  Company’s
competitive cost  structure and  high returns  to be  very attractive  to new  investors
seeking strong returns from UK real estate.
 

Investment Manager

 

The performance  of the  Investment Manager  is  reviewed each  year by  the  Management
Engagement Committee.  During the year the  fees charged by the Investment Manager  were
£3.9m (2024: £4.0m) in respect of annual management and administrative transaction fees,
resulting in an ongoing charges ratio excluding direct property expenses of 1.30% (2024:
1.24%), which compares favourably to the peer group.  Further details of fees payable to
the Investment Manager are set out in Note 19.

 

The Board continues to be pleased with the performance of the Investment Manager, noting
particularly the successful acquisition of  Merlin, continued positive asset  management
initiatives  and  capital  improvements  to  the  Company’s  portfolio,  with  resulting
valuation increases,  enhanced environmental  performance and  maintained occupancy  and
income.  As a  result the  Board supports the  continued appointment  of the  Investment
Manager.

 

On 3  September  2024,  100% of  the  ordinary  share capital  of  Mattioli  Woods,  the
Investment Manager’s parent company, was acquired by Tiger Bidco Limited, a wholly-owned
subsidiary of investment vehicles advised and managed by Pollen Street Capital Limited. 
The Board is not expecting any operational changes to result from this transaction.

 

Board

 

On 6  November  2024 Ian  Mattioli  MBE DL  stepped  down from  the  Board to  focus  on
capitalising on the  market opportunity in  UK wealth  management in his  role as  Chief
Executive Officer of Mattioli Woods, following its transition to private ownership.   On
behalf of the  Board and our  shareholders I thank  Ian for his  invaluable support  and
contribution as Founder Director of the Company  since IPO in 2014.  Ian and his  family
are expected to remain major, long-term shareholders in the Company and he will continue
to serve a  valuable role for  the Company in  his capacity as  chair of the  Investment
Manager and as a member of its Investment Committee.

 

Also on 6  November 2024  Nathan Imlach,  who is  currently Chief  Strategic Adviser  to
Mattioli Woods focusing on  acquisitions and contributing to  its future direction,  was
appointed to the Board for a transition period up until no later than the end of  2025. 
Following that transition period the Company’s Board will become fully independent  from
the Company’s Investment Manager.

 

The Board is conscious of the importance stakeholders place on diversity and understands
a diverse Board brings constructive challenge and fresh perspectives to discussions. The
Company follows the AIC Corporate Governance Code  and our policy on board diversity  is
summarised in  the Nominations  Committee report.   From the  start of  2026, the  Board
expects to  meet  the FCA’s  target  for  40% female  Board  representation.   Custodian
Property Income REIT is an  investment company with no  Executive Directors and a  small
Board compared  to equivalent  size listed  trading companies.  The Board  welcomes  the
gender and ethnic diversity offered by  the Investment Management team working with  the
Company.

 

At the Company’s AGM on 8 August 2024 the resolution to re-elect Elizabeth McMeikan as a
Director of  the Company  (“the  Resolution”) received  votes  against of  24.7%  (2023:
23.7%), which  comprised  6.8%  (2023:  5.8%)  of  total  shareholders.   Feedback  from
shareholders indicates that  votes against  the Resolution  were primarily  a result  of
perceived ‘over-boarding’,  due  to  Elizabeth’s  roles as  Chair  of  Nichols  plc  and
Non-Executive Director of Dalata Hotel Group  plc and McBride plc.  These  Directorships
are within  the number  of ‘mandates’  permitted by  Institutional Shareholder  Services
(“ISS”), a leading provider of corporate governance and responsible investment solutions
to leading institutional investors, which  supported the Resolution.  Votes against  the
Resolution were  primarily from  institutional shareholders  applying stricter  internal
voting policies than ISS by allowing fewer ‘mandates’, and their voting policies do  not
acknowledge the generally lower time commitments as Directors of investment companies or
companies of a relatively small size.

 

I believe additional roles offer Directors helpful insight and experience which benefits
the Boards on which they sit and I do  not intend to ask any fellow Directors to  reduce
their additional roles.  Along with  all of the Directors,  Elizabeth is a diligent  and
important member of the Board and I am  grateful to all of them for their  contributions
and support.

 

Outlook

 

The Board appreciates the support  of its wide range  of shareholders with the  majority
classified as private  client or discretionary  wealth management investors.   Custodian
Property Income REIT’s investment and  dividend strategy, and diversified portfolio  are
well suited to investors looking for a close proxy to direct real estate investment  but
in a managed and liquid structure. 

 

The Board believes strongly  in the benefits of  diversification in mitigating  property
and sector specific risk, while delivering dividends that are fully covered by recurring
earnings and generally higher than sector  specialists.  The Board also remains firm  in
its belief that  this strategy is  well suited  to long-term investors  in real  estate,
allowing for the timely execution of acquisitions and disposals without the  constraints
of sector specificity,  while setting the  Company apart from  the single sector,  often
higher risk funds.

 

The Company’s  Investment Manager  has curated  a portfolio  that focuses  on  long-term
income and income growth, through careful stock selection and a balance between the main
commercial property sectors,  weighted to those  that should offer  the greatest  rental
growth potential.   This portfolio  has  supported growing  earnings, fully  covered  by
growing dividends, with 101.3% dividend cover  for the year (2024: 100.7%).  Income  and
income growth are likely  to form the  greater component of total  return over the  next
phase of the  property cycle  if long-term  interest rates  continue to  stay high  with
persistent inflation.

 

However, as short-term  interest rates fall  and investors re-connect  with real  estate
investment for its attractive income credentials, Custodian Property Income REIT’s share
price is well-placed to re-rate and trend  back towards NAV, enhancing the total  return
for all of our shareholders.  In addition,  with asset prices showing signs of  recovery
and the recent announcement of the Merlin portfolio acquisition, the Board looks to  the
future with cautious confidence.

 

 

David MacLellan

Chairman

11 June 2025

 

Investment Manager’s report

 

The UK property market

 

At a property market level, it is encouraging that the evidence is once again supportive
of a recovery in the  fortunes of UK commercial  real estate.  Transaction volumes  have
been increasing, albeit there has been a slight  hiatus as the world reacts to US  trade
policy.  Of note is the increased investment in the office sector, with a focus on grade
A city centre buildings.   The industrial and logistics  sector continues to be  popular
and there is renewed focus on  out-of-town retail/retail warehousing.  Since the  middle
of last  year, we  have seen  a  further stabilisation  of valuations  as well  as  some
increases during  recent quarters,  driven  mainly by  rental  growth but  also  through
emerging yield compression.

 

The consistent thread in  the story of  UK commercial real  estate is positive  occupier
activity, with  declining  vacancy  rates  in  prime  locations  and  increased  leasing
activity,  particularly   in   the   office  sector,   as   companies   finalise   their
return-to-office strategies.  While there is evidence of developments restarting and new
planning applications increasing, the lack of development over the last two/three  years
is maintaining pressure on supply and supporting rental growth.

 

Post year-end, Custodian Property  Income REIT’s share  price experienced volatility  in
line with the  wider stock market,  but perhaps this  reaction will settle  into a  more
considered position for real estate.  It would not be unreasonable to expect that during
periods of trade uncertainty, UK real estate can  be seen as a safe haven, as  investors
seek stable income, with  asset backing in established  and secure jurisdictions.   This
should be particularly true for the Company’s investment strategy that generally targets
sub £10m, regional, UK assets, that principally serve a local and/or domestic market. 

 

The fully covered dividend per  share for the year of  6.0p offered a dividend yield  of
7.9% at the  year end (2024:  5.8p dividend,  7.2% yield), as  weak economic  confidence
pushed the  share  price  to  a  discount  to NAV  of  c.19%.   While  we  believe  this
fundamentally undervalues the security and quality  of income offered through our  fully
covered dividend, and despite  the fact that we  continually demonstrate our ability  to
realise sales at premiums to  book value, the discount remains  less than the UK  listed
real estate market average discount of c. 28%.  This suggests that while investors value
the income, they  also still overplay  the risk in  UK real estate  which should be  set
against a backdrop of falling interest rates, rising property prices, growing rents  and
falling vacancy rates which are normally associated with a reduction in risk.

 

No commentary  on  UK listed  real  estate would  be  complete without  considering  the
corporate activity that has swept through the sector.  Comprising mergers, acquisitions,
wind downs, strategic reviews and take-privates, the common theme is that private equity
is seeing value in  the sector.  Against  the average market discount  to NAV of  c.28%,
most corporate activity is pricing transactions at between a 0% and 12% discount to NAV,
which highlights the disparity in perceptions of value.

 

As these perceptions  of value  merge, we  should expect to  see a  recovery in  ratings
across the sector, which adds further support  to our view that the sector is  currently
under-valued.

 

On a sectoral basis there  has been positive news for  all the main commercial  property
sectors.  Industrial and logistics  continue to lead  the way on  rental growth, but  we
have also recorded rental growth in retail warehousing, offices and high street retail.

 

The table  below  shows  the reversionary  potential  of  the portfolio  by  sector,  by
comparing EPRA topped-up NIY to the  equivalent yield, which factors in expected  rental
growth and the letting of  vacant units.  Across the  whole portfolio, valuers’ ERV  are
14% (2024: 15%) ahead of  passing rent and while part  of the reversionary potential  is
due to vacancy, the balance is this latent rental growth which will be unlocked at  rent
review and lease renewal.

                                                        
                    EPRA topped-up                        EPRA topped-up      Equivalent
                               NIY            Equivalent             NIY           yield
                                           yield 27  23 
                     31 March 2025                         31 March 2024   31 March 2024
                                           31 March 2025
Sector
                                                                                        
Industrial                    5.5%                  6.9%            5.4%            6.7%
Retail warehouse              7.5%                  7.6%            8.0%            7.4%
Other                         7.7%                  8.4%            7.1%            8.0%
Office                        8.1%                 11.1%            7.1%            9.8%
High street                   9.4%                  8.4%            9.9%            8.1%
retail
                                                                                        
                              6.6%                  7.8%            6.6%            7.5%

 

Prevailing property investment approach

 

Based on our assessment  of the current  market, our strategy  to maintain a  regionally
focused diversified portfolio,  as set out  below, has proven  resilient.  We expect  to
reinvest the proceeds from selective disposals in funding capital expenditure to improve
the environmental credentials of the portfolio and to pay down variable rate debt.  Over
the long-term we intend to focus on:

 

  • Maintaining weighting to industrial and logistics – assets in this sector still have
    latent rental growth and strong occupier demand for small/’mid-box’ units;
  • Retail warehousing let off low  rents which are starting  to show rental growth  and
    supply side restrictions;
  • Selective regional offices with a focus  on strong city centre locations instead  of
    out-of-town business parks;
  • Drive-through expansion involving acquisition and development where rental growth is
    anticipated;
  • Selective high street retail assets in the country’s strongest locations where rents
    have stabilised and there is potential for growth; and
  • Refurbishment of existing property,  maximising all opportunities  to invest in  the
    quality of our assets and support our ESG goals.

 

Sectoral view

 

Industrial and logistics

 

Rental growth remains strongest  in the industrial and  logistics sector which  accounts
for the largest share  of the Company’s rent  roll.  Lack of supply,  and in some  urban
areas reducing supply, limited development of smaller and ‘mid-box’ industrial units and
construction cost inflation have  all combined to focus  occupational demand and  create
low vacancy rates,  driving rental growth  for new-build regional  industrial units  and
well specified, refurbished space.  The industrial sector is also providing the greatest
opportunity  for   solar  panels,   generally  referred   to  as   photovoltaic   (“PV”)
installations, which is not  only delivering on our  environmental commitments but  also
growing revenue through the  sale of the  electricity generated to  tenants via a  power
purchase agreement.  In the three months to 31 March 2025 the Company recorded income of
£0.1m from  10 PV  installations  currently operational  at  industrial sites.   12  new
installations are currently under consideration.

 

In summary:

 

  • Occupational demand is robust
  • Limited supply of modern, ‘low carbon’, buildings
  • Latent rental growth potential
  • Target sector for well-priced opportunities

 

Retail warehouse

 

Retail warehousing is the sector which the Investment Property Forum Consensus  Forecast
expects to record the highest total return,  showing some rental growth but with  strong
capital performance.   Our  preferred  sub-sectors  are food,  homewares,  DIY  and  the
discounters.  Vacancy rates are very low and future rental growth appears affordable for
occupiers. 

 

The combination of convenience, lower costs per square foot and the complementary  offer
to online retail has kept these assets  trading strongly.  As the second largest  sector
in the  Custodian Property  Income  REIT portfolio,  the  recovery in  market  sentiment
towards out-of-town retail is positive and vacancy rates remain low.

 

In summary:

 

  • Units let off low rents
  • Lower costs of occupation
  • Complementary to online

 

Offices

 

In the office sector, we have pursued  a strategy of reducing exposure to business  park
assets, where we believe tenant  demand is weaker and  rental growth prospects are  much
more limited.  While only a  small percentage of the  portfolio, where we have  retained
offices, they have been  city centre buildings that  can be or have  been brought up  to
modern occupier requirements and have low environmental impact standards.

 

In summary:

 

  • Occupier demand is stronger in city centre locations
  • Strong rental growth in select locations
  • Valuations have stabilised

 

High street retail

 

We continue to see low vacancy rates  in prime locations and occupier demand, from  both
retail and leisure operators, should be supportive of future rental growth.

 

In summary:

 

  • Low vacancy rates in prime locations
  • Rents are starting to show growth
  • Rental yields support dividends

 

 

Other

 

 
                                           Weighting     Weighting
                                           by income     by income
                                       31 March 2025 31 March 2024
Sub-sector of ‘Other’ sector assets
                                                                  
Gym                                              20%           18%
Drive-through                                    17%           17%
Motor trade                                      16%           17%
Pub and restaurant                               15%           15%
Other, including day nursery and hotel           13%           13%
Leisure                                          12%           13%
Trade counter                                     7%            7%
                                                                  
                                                100%          100%

 

Property portfolio balance

 

Property portfolio summary

                                                                          2025      2024
Property portfolio value 28  24                                        £594.4m   £589.1m
Separate tenancies                                                         349       335
EPRA vacancy rate                                                         8.9%      8.3%
Assets                                                                     151       155
Weighted average unexpired lease term to first break of expiry       5.0 years 4.9 years
(“WAULT”)
EPRA topped-up NIY                                                        6.6%      6.6%
Weighted average EPC rating                                             C (51)    C (53)

 

The property portfolio  is split between  the main commercial  property sectors in  line
with the Company’s objective to maintain a suitably balanced investment portfolio.   The
Company’s strategy since  IPO has  been a  relatively low  exposure to  office and  high
street  retail  combined  with  a  relatively  high  weighting  to  the  industrial  and
alternative sectors, often referred to as ‘other’ in property market analysis.
 

The current sector weightings are:

                                                                                        
            Valuation   Weighting by Valuation Weighting                      
                      income 29  25            by income Valuation                      
             31 March                 31 March            movement            
                 2025       31 March      2024  31 March                       Weighting
                                                                £m   Weighting  by value
                   £m           2025        £m      2024           by value 31  31 March
                                                                    March 2025      2024
Sector
                                                                                        
Industrial      298.3            42%     291.4       40%      11.6         50%       49%
Retail          127.3            22%     122.7       23%       4.4         21%       21%
warehouse
Other            78.2            13%      78.8       13%       0.5         13%       13%
Office           57.7            16%      63.9       16%     (5.7)         10%       11%
High street      32.9             7%      32.3        8%       0.4          6%        6%
retail
                                                                                        
Total           594.4           100%     589.1      100%      11.2        100%      100%

 

For    details    of     all    properties     in    the     portfolio    please     see
 30 custodianreit.com/property/portfolio.

 

Disposals

 

Owning the right properties  at the right  time is a key  element of effective  property
portfolio management,  which necessarily  involves  periodically selling  properties  to
balance the property portfolio.  Custodian Property Income REIT is not a trading company
but identifying opportunities to dispose of  assets significantly ahead of valuation  or
that no longer fit within the Company’s investment strategy is important.

 

The Company sold the following  properties during the year  for an aggregate £15.1m,  5%
ahead of the most recent valuation and 38% ahead of their pre-offer valuation:

 

  • A vacant industrial unit in Warrington for £9.0m to a developer;
  • A vacant former car showroom in Redhill for £2.35m to a developer;
  • Vacant offices in Castle Donington for £1.75m to a flexible office provider;
  • Vacant offices in Solihull for £1.4m to an owner-occupier; and
  • One unit  of a  two-unit industrial  asset  in Sheffield  to an  owner-occupier  for
    £0.55m.

 

Since the year end the Company has sold:

 

  • Part-let offices in Cheadle for £4.0m; and
  • Fully-let offices in Cheadle for £2.9m.

 

Asset management

 

During the year we have remained focused on active asset management, completing 15  rent
reviews at an aggregate 29% increase in annual  rent from £2.5m to £3.2m, along with  64
new lettings, lease renewals and lease regears, with rental levels remaining  affordable
to our occupiers. 

 

During the year we deployed £8.2m on property refurbishments including £1.3m  installing
solar panels.  £2.6m of this capital expenditure related to the pre-let extension of  an
industrial building in Livingston, allowing the occupier to expand and achieve its plans
for growth.  The extension achieved practical completion in May 2025, increasing  annual
rent by c.£0.2m.

 

ESG

 

The sustainability credentials of  both the building and  the location have become  ever
more important for  occupiers and investors.   As Investment Manager  we are  absolutely
committed to achieving the  Company’s challenging goals in  relation to ESG and  believe
the real estate sector should be a leader in this field.

 

The weighted average EPC across the portfolio is following a positive trajectory towards
an average  B  rating (equivalent  to  a  score of  between  25 and  50).   With  energy
efficiency a  core tenet  of the  Company’s asset  management strategy  and with  tenant
requirements aligning with our energy efficiency goals we see this as an opportunity  to
secure greater tenant engagement and higher rents. 

 

During the year  the Company has  updated EPCs at  35 units across  24 properties  where
existing EPCs had  expired or  where works had  been completed,  improving the  weighted
average EPC rating from C (53) at 31 March 2024 to C (51). 

 

 

Richard Shepherd-Cross

Managing Director

for and on behalf of Custodian Capital Limited

Investment Manager

11 June 2025

 

Financial review

 

A summary of the Company’s financial performance for the year is shown below:

 

                                                             Year ended    Year ended
  Financial summary                                       31 March 2025 31 March 2024
                                                                   £000
                                                                                 £000
  Rental revenue                                                 42,828        42,194
  Other income                                                      476           195
  Expenses and net tenant recharges                             (9,159)       (8,599)
  Net finance costs                                             (7,359)       (8,048)
  EPRA profits                                                   26,786        25,742
  Abortive acquisition costs                                          -       (1,557)
  Net gain/(loss) on investment property and depreciation        11,369      (25,687)
  Profit/(loss) before tax                                       38,155       (1,502)
                                                                                     
  EPRA EPS (p)                                                      6.1           5.8
  Dividend cover                                                 101.3%        100.7%
  OCR excluding direct property costs                             1.30%         1.24%
                                                                                     
  Borrowings                                                                         
  Net gearing                                                     27.9%         29.2%
  Weighted average debt maturity                              4.5 years     5.3 years
  Weighted average cost of drawn debt                              3.9%          4.1%

 

Revenue

 

Rental revenue increased by 1.5% compared to the year ended 31 March 2024 with  year-end
contractual passing rent increasing  by 1.9% from  £43.1m to £43.9m  during the year  (a
2.3% like-for-like increase).  The £0.4m impact on year-end passing rent from an overall
0.6% decrease in occupancy  was more than  offset by annual rental  growth of £1.2m,  of
which £1.1m was from the industrial sector.

 

During the year we deployed £1.3m on  PV installations at nine assets (2024: £2.1m)  and
associated ‘other’ revenues have increased by 144%  as a result.  We expect PV  revenues
to continue to grow as recent installations go  live and we continue to roll-out PV  via
our pipeline of anticipated refurbishments.

 

Finance costs

 

During the year  we deployed  £8.2m (2024:  £19.0m) of  variable rate  debt on  property
refurbishments and  installing solar  panels.  This  capital expenditure  was funded  by
£15.1m of disposal proceeds  with the balance  used to pay  down the Company’s  variable
rate revolving credit facility (“RCF”) facility.  With  a net decrease in the drawn  RCF
balance and base  rate (SONIA) decreasing  from c.5.2%  to c.4.5% during  the year,  net
finance costs decreased by £0.7m.

 

Earnings

 

These positive movements in rent and finance costs increased EPRA earnings per share  to
6.1p (2024: 5.8p).  This increase in  recurring earnings demonstrates the robust  nature
of the Company’s diverse property portfolio.

 

During the  year sentiment  towards  real estate  improved  despite concerns  over  high
long-term gilt rates and the outlook for medium-term earnings.  Like-for-like  valuation
increases were 2.2% following two  years of previous decreases  and over the year  these
outlook improvements resulted in  an £11.2m valuation  increase (2024: £27.0m  decrease)
and an associated profit before tax of £38.2m (2024: £1.5m loss).

 

Dividends

 

The Board acknowledges the importance of income for shareholders and during the year its
policy was to pay dividends at a rate fully covered by net rental income which does  not
inhibit the flexibility of the Company’s investment strategy.

 

The Company  paid  dividends  totalling  6.175p  per  share  during  the  year  (£27.2m)
comprising a fourth interim dividend relating to the year ended 31 March 2024 of 1.375p,
a special dividend relating to  FY24 of 0.3p, and  three quarterly interim dividends  of
1.5p per share relating to the year ended 31 March 2025.

 

On Friday 30 May 2025 the Company paid a fourth quarterly interim dividend per share  of
1.5p for the quarter ended 31 March 2025 of £6.6m.  Dividends relating to the year ended
31 March 2025 of 6.0p (2024: 5.8p) were  101.3% (2024: 100.7%) covered by EPRA  earnings
of £26.8m (2024: £25.7m), as calculated in Note 22.

 

Debt financing

 

The Company operates with  a conservative level of  net gearing, with target  borrowings
over the medium-term of 25% of the aggregate market value of all properties at the  time
of drawdown.  The Company’s net gearing decreased  from 29.2% LTV last year to 27.9%  at
the year-end primarily due to £11.9m of valuation increases and a net £6.9m receipt from
disposals and capital deployment.

 

On 23 January 2025 the Company and Lloyds Bank plc (“Lloyds”) agreed to extend the  term
of the RCF by one  year to expire on  10 November 2027.  An  option remains in place  to
extend the term by a further year to 2028, subject to Lloyds’ consent.  The RCF includes
an ‘accordion’ option, with  the facility limit  increased from £50m  to £60m since  the
year end, which can be increased up to £75m subject to Lloyds’ agreement. 

 

At the year end the Company had the following facilities available:

 

  • A £50m  RCF with  Lloyds  with interest  of between  1.62%  and 1.92%  above  SONIA,
    determined by reference to the prevailing LTV  ratio of a discrete security pool  of
    assets, and expiring on 10  November 2027 (with an  extension option to 2028).   The
    facility limit can be increased to £75m with Lloyds’ approval;
  • A £20m term loan facility with Scottish Widows Limited (“SWIP”) repayable in  August
    2025, with fixed annual interest of 3.935%;

  • A £45m  term loan  facility with  SWIP repayable  in June  2028, with  fixed  annual
    interest of 2.987%; and
  • A £75m term loan facility with Aviva Real Estate Investors (“Aviva”) comprising:

  • A £35m tranche repayable on 6 April 2032, with fixed annual interest of 3.02%;
  • A £15m tranche repayable on 3 November 2032 with fixed annual interest of 3.26%; and
  • A £25m tranche repayable on 3 November 2032 with fixed annual interest of 4.10%.

 

Each facility  has  a discrete  security  pool, comprising  a  number of  the  Company’s
individual properties, over  which the relevant  lender has security  and the  following
covenants:

 

  • The maximum  LTV of  each discrete  security  pool is  either 45%  or 50%,  with  an
    overarching covenant on the Company’s property portfolio of a maximum of either  35%
    or 40% LTV; and
  • Historical interest cover, requiring net  rental income from each discrete  security
    pool, over  the  preceding three  months,  to exceed  either  200% or  250%  of  the
    facility’s quarterly interest liability.

 

At the year end the Company had £103.5m (17% of the property portfolio) of  unencumbered
assets which could be charged to the security pools to enhance the LTV on the individual
loans.   A £1.9m  unencumbered industrial asset  in Dundee  is in the  process of  being
charged to the Aviva loan pool.

 

The weighted average cost  of the Company’s drawn  debt facilities at 31 March 2025  was
3.9% (2024: 4.1%), with a weighted average maturity of 4.5 years (2024: 5.3 years).   At
31 March 2025 the Company had £35.0m (2024: £39.0m) drawn under its Lloyds RCF,  meaning
80% (2024: 78%) of the Company’s drawn debt facilities were at fixed rates of interest. 

 

This high proportion of fixed rate debt significantly mitigates long-term interest  rate
risk for the  Company and  provides shareholders with  a beneficial  margin between  the
fixed cost of debt and income returns from the property portfolio.

 

The Board intends to  utilise the Company’s  variable rate RCF to  repay the £20m  fixed
rate loan with SWIP due to  expire in August 2025 and  since the year end has  increased
the RCF facility  limit from £50m  to £60m to  provide headroom.  The  Board intends  to
consider longer-term options once financial markets are more stable.

 

Key performance indicators

 

The Board reviews the Company’s quarterly performance against a number of key  financial
and non-financial measures:

 

  • EPS and EPRA EPS – reflect the Company’s ability to generate recurring earnings from
    the property portfolio which underpin dividends;
  • Dividends per share and dividend cover - to provide an attractive level of income to
    shareholders, fully  covered  from net  rental  income.  The  Board  reviews  target
    dividends in conjunction  with detailed  financial forecasts to  ensure that  target
    dividends are being met and are maintainable;
  • Target dividend per share –  an expectation of the  Company’s ability to deliver  an
    income stream to shareholders for the forthcoming year;
  • NAV per  share total  return –  reflects  both the  NAV growth  of the  Company  and
    dividends payable to shareholders.   The Board assesses NAV  per share total  return
    over various time periods and  compares the Company's returns  to those of its  peer
    group of listed, closed-ended property investment funds;
  • Share price  total return  – reflects  the  movement in  share price  and  dividends
    payable to shareholders, giving returns  that were available to shareholders  during
    the year;
  • NAV/NTA per share, share price and market capitalisation – reflect various  measures
    of shareholder value at a point in time;
  • Net gearing – measures  the Company’s borrowings as  a proportion of its  investment
    property, balancing the additional  returns available from  utilising debt with  the
    need to effectively manage risk;
  • Weighted average cost of debt – measures the cost of the Company’s borrowings  based
    on amounts drawn and base rate at the year end;
  • OCR – measures the  annual running costs  of the Company  and indicates the  Board’s
    ability to operate the Company efficiently,  keeping costs low to maximise  earnings
    from which to pay fully covered dividends; and
  • Weighted average EPC rating – measures the overall environmental performance of  the
    Company’s property portfolio.

 

The Board considers the key performance  measures over various time periods and  against
similar funds.  A record of these measures is disclosed in the Financial highlights  and
performance summary, the Chairman's statement and the Investment Manager's report.

 

EPRA performance measures

 

EPRA Best Practice Recommendations,  which are APMs, have  been disclosed to  facilitate
comparison with the  Company’s peers  through consistent  reporting of  key real  estate
specific performance measures.

                                                                              2025  2024
                                                                                        
EPRA EPS (p)                                                                   6.1   5.8
EPRA Net Tangible Assets (“NTA”) and Net Reinstatement Value (“NRV”) per      96.1  93.4
share (p)
EPRA Net Disposal Value (“NDV”) per share (p)                                 99.9  97.3
EPRA NIY                                                                      6.2%  6.3%
EPRA ‘topped-up’ NIY                                                          6.6%  6.6%
EPRA vacancy rate                                                             8.9%  8.3%
EPRA cost ratio (including direct vacancy costs)                             24.0% 22.0%
EPRA cost ratio (excluding direct vacancy costs)                             19.7% 17.7%
EPRA LTV                                                                     28.7% 29.6%
EPRA capital expenditure (£m)                                                  6.8  17.0
EPRA like-for-like annual rent (£m)                                           42.3  41.0

 

  • EPRA EPS  – a  key measure  of the  Company’s underlying  operating results  and  an
    indication of  the  extent to  which  current  dividend payments  are  supported  by
    earnings
  • EPRA NAV per  share metrics –  make adjustments to  the NAV per  the IFRS  financial
    statements to provide stakeholders with information on the fair value of the  assets
    and liabilities of  a real  estate investment company,  under different  scenarios. 
    EPRA NTA - assumes that entities buy and sell assets, thereby crystallising  certain
    levels of unavoidable deferred tax. EPRA NDV  – includes an adjustment for the  fair
    value of fixed rate debt.
  • EPRA NIY and ‘topped-up’ NIY – alternative measures of property portfolio  valuation
    based on cash passing rents at the  reporting date and once lease incentive  periods
    have expired, net of vacant property operating costs
  • EPRA vacancy rate – expected rental value (“ERV”) of vacant space as a percentage of
    the ERV of the whole property portfolio and offers insight into the additional  rent
    generating capacity of the portfolio.
  • EPRA cost  ratios –  alternative  measures of  ongoing  charges based  on  expenses,
    excluding operating expenses of rental property recharged to tenants, but  including
    increases in the doubtful debt provision, compared to gross rental income
  • EPRA LTV – a measure of gearing including all payables and receivables
  • EPRA capital expenditure -  capital expenditure incurred  on the Company’s  property
    portfolio during the year
  • EPRA like-for-like  rental  growth -  a  measure of  passing  rent of  the  property
    portfolio, excluding acquisitions and disposals
  • EPRA  Sustainability  Best  Practice  Recommendations  –  environmental  performance
    measures focusing on emissions and resource consumption which create transparency to
    potential investors  by enabling  a comparison  against peers  and set  a  direction
    towards improving  the integration  of  ESG into  the  management of  the  Company’s
    property portfolio.

 

Outlook

 

The Company’s business model has remained resilient during the year and we have  further
mitigated against refinancing risk  by renewing the Company’s  RCF.  We have a  scalable
cost structure and flexible capital structure to be on the front foot when opportunities
present themselves to raise new equity and exploit acquisition opportunities. 

 

 

Ed Moore

Finance Director

for and on behalf of Custodian Capital Limited

Investment Manager

11 June 2025

 

Principal risks and uncertainties

 

The Board has overall  responsibility for reviewing the  effectiveness of the system  of
risk management  and internal  control which  is operated  by the  Investment  Manager. 
During the  year the  Board  has performed  a robust  assessment  of the  principal  and
emerging risks facing the Company through a periodic review of, and updates to, its risk
register.  The Company’s risk management process  is designed to identify, evaluate  and
mitigate the significant risks  the Company faces  in line with  its risk appetite.   At
least annually, the Board undertakes a risk review, with the assistance of the Audit and
Risk Committee, to assess the effectiveness of the Investment Manager’s risk  management
and internal control systems.  During this review, no significant failings or weaknesses
were identified in respect  of risk management, internal  control and related  financial
and business reporting.  Further information on the risk governance and risk  management
processes are  included in  the Internal  control  and risk  management section  of  the
Governance report.

 

The  Company  holds  a  portfolio  of   high  quality  property  let  predominantly   to
institutional grade tenants and is primarily financed  by fixed rate debt.  It does  not
undertake speculative development.

 

There are a  number of potential  risks and  uncertainties which could  have a  material
impact on the Company's performance over the forthcoming financial year and could  cause
actual results to differ materially from expected and historical results.  The Directors
have assessed the  risks facing  the Company, including  risks that  would threaten  the
business model, future performance, solvency or liquidity.  The table below outlines the
principal risks  identified, but  does not  purport to  be exhaustive  as there  may  be
additional risks that materialise over time that  the Company has not yet identified  or
has deemed not likely to have a potentially material adverse effect on the business.

 

 

                                        Overall
Risk on business    Likelihood and      change in    Mitigating factors   Appetite
and causes          impact              risk from
                                        last year
                                                       • Diverse property
                                                         portfolio
Loss of revenue                                          covering all key
                                                         sectors      and
  • An   increasing                                      geographical
    number       of                                      areas
    tenants                                            • The Company  has
    exercising                                           over         300
    contractual                                          individual
    breaks  or  not                                      tenancies   with
    renewing     at                                      the      largest
    lease expiry                                         tenant
  • Unable       to                                      accounting   for
    re-let     void                                      3.9% of the rent
    units promptly                                       roll
  • Tenant  default                                    • Investment
    due    to     a                                      policy    limits
    cessation    or                                      the    Company’s
    curtailment  of                                      rent roll to  no
    trade           Likelihood:                          more  than   10% The      Board
  • Enforced        Moderate                             from  a   single relies on  the
    reduction    in                                      tenant  and  50% Investment
    contractual                                          from  a   single Manager’s
    rents   through                                      sector           processes
    CVAs            Impact: High                       • Primarily        regarding  due
  • Property                            No change        institutional    diligence   on
    environmental                                        grade tenants    lettings.    A
    performance                                        • Focused       on degree      of
    insufficient to Loss of revenue has                  established      tenant
    attract tenants an immediate impact Discussed        business         covenant  risk
    or     maintain on   earnings   and further   in     locations    for and      short
    rents           dividend capacity.  the              investment       WAULTs     are
  • More   frequent There  is  also  an Investment     • Active           accepted   due
    and      longer increased  risk  of Manager’s        management    of to the  nature
    periods      of breaching  interest report           lease     expiry of         the
    property        cover covenants  on                  profile          business
    refurbishment   borrowings,                          considered    in
    delaying        detailed  in   Note                  forming           
    re-letting      16,   which   could                  acquisition  and
  • Decreases    in ultimately lead  to                  disposal          
    rental    rates default.                             decisions
    due to  general                                    • Building
    economic                                             specifications
    conditions   or                                      typically    not
    sector/property                                      tailored to  one
    specific                                             user
    factors                                            • Strong    tenant
  • Expiries     or                                      relationships
    breaks                                             • Significant
    concentrated in                                      focus        and
    a specific year                                      proactive
  • Low UK economic                                      investment    in
    growth                                               asset-by-asset
    impacting   the                                      environmental
    occupational                                         performance   to
    property market                                      maintain      or
                                                         improve   rental
                                                         levels

                                                      
Decreases in                                           • Occupational
property portfolio                                       demand has  been
valuation                                                resilient during
                                                         the year despite
  • Reduced         Likelihood: Low                      economic
    property market                                      headwinds
    sentiment   and                                    • Active  property
    investor demand                                      portfolio
    affecting       Impact: Moderate                     diversification
    market pricing                                       between  office,
  • Decreases    in                                      industrial
    sector-specific                                      (distribution,
    ERVs            Valuation decreases Decreased        manufacturing    There  is   no
  • Change       in increase the  risks –valuations      and              certainty that
    demand      for of:                 have             warehousing),
    space                               stabilised       retail           property
  • Property                            during the       warehousing,     values will be
    environmental                       year due to      high      street realised.
    performance       • Non-compliance  decreasing       retail and other
    insufficient to     with        LTV interest       • Investment       This   is   an
    attract tenants     covenants    on rates and        policy    limits inherent  risk
  • Property            borrowings,     continued        the    Company’s of    property
    obsolescence        detailed     in robust           property         investment.
    requiring           Note 16,  which occupational     portfolio to  no
    increasing          could           demand           more than 50% in The Investment
    levels       of     ultimately lead                  any     specific Manager   aims
    capital             to default; and                  sector        or to    minimise
    expenditure  to   • The     Company                  geographical     this      risk
    maintain rental     realising   its Discussed        region           through    its
    tone                investments  at further in     • Smaller lot-size asset
  • Refurbishment       lower values.   the              business   model selection
    or repair  work                     Chairman’s       limits  exposure
    cost  over-runs                     statement        to    individual and     active
    not   reflected                     and              asset values     asset
    in valuations   The       Company’s Investment     • High     quality management
  • Properties      sensitivity      to Manager’s        assets  in  good initiatives.
    concentrated in valuation decreases report           locations should
    a      specific is       considered                  remain   popular
    geographical    further  in   Going                  with investors
    location     or concern         and                • Significant
    sector          longer-term                          focus         on
  • Lack         of viability below                      asset-by-asset
    transactional                                        ESG  performance
    evidence                                             and  proactively
  • Decreases    in                                      investing     in
    occupancy                                            environmental
                                                         performance   to
                                                         maintain      or
                                                         improve demand
                                                       • The Company  has
                                                         three lenders
                                                       • The    Company’s
                                                         weighted average
                                                         maturity on  its
                                                         debt is c.  five
                    Likelihood: Low                      years
                                                       • Target       net
                                                         gearing  of  25%
Reduced                                                  LTV on  property
availability     or Impact: High                         portfolio        The Board  and
increased  cost  of                                    • 80%   of   drawn Investment
debt financing                                           debt  facilities Manager focus
                                                         at the year  end
  • Breach       of Increases        in Decreased  –     at a fixed  rate on      having
    financial   and interest  rates  in valuations       of interest      funding     in
    non-financial   the      short-term have           • Significant      place to  take
    borrowing       reduce earnings and stabilised       unencumbered     advantage   of
    covenants       dividend   capacity during   the     properties       opportunities
  • Over-reliance   to the  extent  the year and are     available     to as they arise.
    on           an Company  has  drawn starting  to     cure         any
    individual      balances   on   its increase,        potential        The    Board’s
    lender          variable rate RCF.  with             breaches of  LTV aim   is    to
  • Significant     Lack             of variable         covenants        minimise  this
    increases    in availability     of interest       • Ongoing          risk  to   the
    interest rates  financing     would rates            monitoring   and extent
  • LTV  increasing have a  significant decreasing       management    of possible
    above target    impact on  property                  the     forecast through
  • Refinancing     strategy         if                  liquidity    and arranging
    risk       from properties   needed                  covenant         longer-term
    upcoming        to be sold to repay                  position         facilities.
    expiries        loans.                             • RCF        limit
                                                         increased   from
                                                         £50m   to   £60m
                                                         since  the  year
                                                         end  to  provide
                                                         RCF     headroom
                                                         ahead         of
                                                         repaying     the
                                                         £20m  SWIP  loan
                                                         expiring      in
                                                         August 2025
                                                       • Ongoing   review
                                                         of  key  service
                                                         provider
                                                         performance   by
                                                         the   Management
                                                         Engagement
                                                         Committee
                                                       • Outsourced
                                                         internal   audit
                                                         function
                    Likelihood:                          reporting
                    Moderate                             directly to  the
Inadequate                                               Audit  and  Risk
operational                                              Committee
performance                                            • External
                    Impact: High                         depositary  with
  • Inadequate                                           responsibility
    performance,                        Increased  –     for safeguarding The      Board
    controls     or                     a member  of     assets       and relies on  the
    systems         Increased  risk  of key              performing  cash Investment
    operated by the sub-optimal returns Investment       monitoring       Manager’s
    Investment      impacting  earnings Manager        • The   Investment processes. Its
    Manager         and        dividend personnel        Management       appetite   for
  • Over-reliance   capacity,           left  during     Agreement        such
    on          key ineffective risk or the year         contains     key
    investment      threat   management                  personnel        risk is low
    manager         or  decisions  made                  provisions
    personnel    or on       inaccurate                  designed      to  
    other     third information.                         mitigate     the
    party   service                                      potential impact
    providers       Inability to retain                  of           key
                    or recruit staff of                  individuals
                    an      appropriate                  leaving
                    calibre                            • A   satisfactory
                                                         appointment  has
                                                         been made by the
                                                         Investment
                                                         Manager       to
                                                         replace its  key
                                                         member        of
                                                         personnel    who
                                                         left during  the
                                                         year

                                                      
                                                       • Strong
                                                         compliance
                                                         culture, with an
                                                         independent
                                                         Management
Regulatory, legal                                        Engagement
and governance      Likelihood: Low                      Committee
                                                         overseeing   the
  • Adverse  impact                                      Investment
    of    new    or                                      Manager
    revised         Impact: High                         relationship
    legislation  or                                    • External
    regulations, or                                      professional
    by  changes  in                                      advisers     are
    the               • Reputational                     engaged       to
    interpretation      damage could                     review       and
    or  enforcement     impact demand                    advise      upon
    of     existing     for shares.                      control
    government        • Earnings and                     environment,
    policy,    laws     dividend                         ensure
    and regulations     capacity would                   regulatory       The Board  has
  • Non-compliance      decrease with                    compliance   and no    appetite
    with  the  REIT     penalties/fines                  advise  on   the for
    regime 31  26       for                              impact        of non-compliance
    or  changes  to     non-compliance  No change        changes
    the   Company’s     or through an                  • Business   model  
    tax status          increased tax                    and      culture
  • Properties          charge                           embraces     FCA  
    aren’t            • Remedial costs                   principles
    compliant  with     or claims for                  • REIT      regime
    prevailing fire     non-compliance                   compliance    is
    safety              could be                         considered    by
    legislation         substantial                      the   Board   in
  • Conflicts    of                                      assessing    the
    interest   with   • Conflicts    of                  Company’s
    the  Investment     interest  could                  financial
    Manager             lead         to                  position     and
  • Non-compliance      operational                      setting
    with        the     issues       or                  dividends and by
    Company’s           reputational                     the   Investment
    Articles     of     damage                           Manager       in
    Association                                          making
                                                         operational
                                                         decisions
                                                       • Fire      safety
                                                         policy goes over
                                                         and        above
                                                         minimum
                                                         requirements
                                                      

                                                       • Data          is
                                                         regularly backed
                                                         up           and
                                                         replicated   and
                                                         the   Investment
                                                         Manager’s     IT
                                                         systems      are
                                                         protected     by
Business                                                 anti-virus
interruption        Likelihood:                          software     and
                    Moderate                             firewalls   that
  • Cyber-attack                                         are    regularly
    results in  the                                      updated
    Investment                                         • Fire  protection
    Manager   being Impact: High                         and
    unable  to  use                                      access/security  The      Board
    its IT  systems                                      procedures   are relies on  the
    and/or   losing                                      in place at  all Investment
    data            Reputational damage                  of the Company’s Manager’s
  • Terrorism    or from not being able No change        managed          processes.  It
    pandemics       to communicate with                  properties       has         no
    interrupt   the shareholders  on  a                • Comprehensive    appetite   for
    Company’s       timely and accurate                  property  damage such risk
    operations      basis.    Loss   of                  and     business
    through  impact earnings        and                  interruption      
    on  either  the dividend   capacity                  insurance     is
    Investment      if      contractual                  held,  including
    Manager or  the rents not invoiced.                  three     years’
    Company’s       Fines and penalties                  lost  rent   and
    assets       or from non-compliance                  terrorism
    tenants         with      reporting                • At         least
                    requirements.                        annually, a fire
                                                         risk  assessment
                                                         and  health  and
                                                         safety
                                                         inspection    is
                                                         performed    for
                                                         each property in
                                                         the    Company’s
                                                         managed
                                                         portfolio

                                                      
                                                       • The Company  has
                                                         engaged
                                                         specialist
                                                         environmental
                                                         consultants   to
                                                         advise the Board
                                                         on    compliance
                                                         with
Environmental                                            requirements and
                                                         adopting    best
  • Failure      to                                      practice   where
    appropriately                                        possible
    manage      the                                    • The Company  has
    environmental                                        a published  ESG
    performance  of                                      policy     which
    the    property                                      seeks to improve
    portfolio,                                           energy
    resulting in it                                      efficiency   and
    not meeting the                                      reduce emissions
    required                                           • The          ESG
    standards    of                                      Committee
    environmental                                        ensures
    legislation and                                      compliance  with
    making          Likelihood:                          environmental
    properties      Moderate                             requirements,
    unlettable   or                                      the  ESG  policy
    unsellable                                           and
  • ESG    policies                                      environmental
    and     targets Impact: Moderate                     KPIs             The  Board  is
    being                                              • At  a   property averse      to
    insufficient to                     No change        level         an non-compliance
    meet        the                                      environmental    risk,       in
    required        Risk             of                  assessment    is particular
    standards    of reputational                         undertaken which when  it   may
    stakeholders    damage,  suboptimal Discussed        influences       adversely
  • Non-compliance  returns         for further   in     decisions        impact
    with            shareholders,       the      ESG     regarding        reputation,
    environmental   decreased     asset Committee        acquisitions,    stakeholder
    reporting       liquidity,  reduced report           refurbishments   sentiment   or
    requirements    access to debt  and                  and        asset asset
  • Insufficient    capital markets and                  management       liquidity.
    electricity     poor  relationships                  initiatives
    supply       to with stakeholders                  • Upgrading  power
    maintain tenant                                      supplies   where
    requirements                                         availability
    for       clean                                      permits
    energy  due  to                                    • All  investments
    inadequate                                           are  scrutinised
    infrastructure                                       by           the
  • Unsuccessful                                         Investment
    investment   in                                      Manager’s
    new technology                                       Investment
  • Physical   risk                                      Committee. 
    to   properties                                      Investment
    due          to                                      Committee
    environmental                                        reports  include
    factors     and                                      a dedicated  ESG
    extreme weather                                      rationale.
                                                         Carbon  reducing
                                                         technology is  a
                                                         key part of  the
                                                         carbon-reduction
                                                         strategy but  is
                                                         not invested  in
                                                         speculatively
                                                         and         only
                                                         established
                                                         products     are
                                                         considered. 
                                                      

                                                       • Comprehensive
                                                         due diligence is
Acquisition due                                          undertaken    in
diligence                                                conjunction with
                                                         professional
  • Unidentified    Likelihood: Low                      advisers and the
    risk        and                                      provision     of The      Board
    liabilities                                          insured          accepts   risk
    associated with                                      warranties   and with      such
    the acquisition Impact: Moderate    No change        indemnities  are transactions
    of          new                                      sought      from with       the
    properties                                           vendors    where mitigations
    (whether                                             appropriate      opposite  used
    acquired        Decrease         in                • Acquired         to manage risk
    directly or via profitability    or                  companies’ trade where possible
    a     corporate NAV  and  loss   of                  and  assets  are
    structure)      shareholder value                    hived-up    into
                                                         Custodian
                                                         Property  Income
                                                         REIT plc and the
                                                         acquired
                                                         entities     are
                                                         subsequently
                                                         liquidated

 

Emerging risks

 

The following risks have been added to the Company’s risk register during the year:

 

  • Increases in yields of  long-term fixed-rate government  bonds impacting demand  for
    the Company’s shares; and
  • Shareholder activists  in the  Investment  Company sector  not  acting in  the  best
    interests of all shareholders.

 

The Company’s  share price  has been  materially impacted  by increases  in gilt  yields
during the year,  and since the  year end by  the escalating global  impact of US  trade
policy.  The  Board  accepts inherent  risk  associated with  operating  a  closed-ended
investment structure. The Investment Manager  and the Company’s broker and  Distribution
Agent maintain strong lines of communication with shareholders

 

The impact of geo-political risk relating to the ongoing conflicts in Ukraine and  Gaza,
tensions between the USA  and its trading partners  and its volatile political  climate,
and UK specific  factors including  apparent declining health  of public  markets and  a
‘cost of  living crisis’  also  add to  uncertainty  over the  prevailing  macroeconomic
outlook.  However, these factors are not considered direct emerging risks because of the
Company’s diverse property portfolio covering all sectors and geographical areas in  the
UK with over 300 individual tenancies.

 

Going concern and longer-term viability

 

The Board  assesses the  Company’s prospects  over the  long-term, taking  into  account
rental  growth  expectations,   climate  related  risks,   longer-term  debt   strategy,
expectations around capital investment in the portfolio and the UK’s long-term  economic
outlook.  At quarterly  Board meetings,  the Board  reviews summaries  of the  Company’s
liquidity position and  compliance with loan  covenants, as well  as forecast  financial
performance and cash flows.

 

Forecast

 

The Investment  Manager maintains  a detailed  forecast model  projecting the  financial
performance of the Company  over a period  of three years,  which provides a  reasonable
level  of   accuracy  regarding   projected  lease   renewals,  asset-by-asset   capital
expenditure, property acquisitions and disposals, rental growth, interest rate  changes,
cost inflation and refinancing  of the Company’s debt  facilities ahead of expiry.   The
detailed forecast model allows robust sensitivity analysis to be conducted and over  the
three year forecast period included the following assumptions:

 

  • 1% annual loss of contractual revenue through CVA or tenant default;
  • 70% tenant retention rate at lease break  or expiry with vacated assets followed  by
    an appropriate period of void;
  • Rental growth, captured  at the earlier  of rent  review or lease  expiry, based  on
    current ERVs adjusted for consensus forecast changes;
  • Portfolio valuation movements based on consensus forecast changes;
  • Completing a programme of asset disposals;
  • The Company’s  capital  expenditure  programme  to invest  in  its  existing  assets
    continues as expected;
  • The £20m SWIP loan is repaid using the RCF on its expiry in August 2025; and
  • Interest rates follow the prevailing forward curve.

 

The Directors have assessed the Company’s prospects and longer-term viability over  this
three-year period in accordance  with Provision 36  of the AIC  Code, and the  Company’s
prospects as a going concern over a period of 12 months from the date of approval of the
Annual Report, using the  same forecast model  and assessing the  risks against each  of
these assumptions.

 

The Directors  note that  the Company  has performed  strongly during  the year  despite
economic headwinds with like-for-like rents increasing over the last 12 months.

 

Sensitivities

 

Sensitivity analysis involves flexing the assumptions listed above, taking into  account
the principal  risks and  uncertainties and  emerging risks  detailed in  the  Strategic
Report.  This analysis includes stress testing the point at which covenants would breach
through rent losses and property valuation movements, and assessing their impact on  the
following areas:

 

Covenant compliance

 

The Company operates the loan  facilities summarised in Note 16.   At 31 March 2025  the
Company had sufficient headroom on lender covenants at a portfolio level with:

 

  • Net gearing  of 27.9%  compared  to a  maximum  LTV covenant  of  35% on  its  Aviva
    facilities and 40%  on its  Lloyds and  SWIP facilities,  with £103.5m  (17% of  the
    property portfolio) unencumbered by the Company’s borrowings; and
  • 117% minimum headroom  on interest cover  covenants for the  quarter ended 31  March
    2025.

 

Over the one and three year assessment  periods the Company’s forecast model projects  a
small increase in net gearing and an increase in headroom on interest cover  covenants. 
Reverse stress testing has been undertaken to understand what circumstances would result
in potential breaches of financial covenants over these periods.  While the  assumptions
applied in these scenarios are possible, they  do not represent the Board’s view of  the
likely outturn, but the results help  inform the Directors’ assessment of the  viability
of the Company.  The testing indicated that:

 

  • The rate of loss of contractual rent  on the borrowing facility with least  headroom
    would need to deteriorate by 17% (for the going concern assessment period) to breach
    its interest cover covenant from the  levels included in the Company’s prudent  base
    case forecasts, assuming no unencumbered properties were charged; or
  • To risk  breaching the  applicable covenant  for both  assessment periods,  property
    valuations would have to decrease from the 31 March 2025 position by:

       ◦ 20% at a portfolio level; or
       ◦ 13% at an individual charge pool level, assuming no further properties were
         charged

Note 10 details the expected movements in the valuation of investment properties if  the
equivalent yield at 31 March 2025 is increased  or decreased by 0.25% and if the ERV  is
increased or decreased by 5.0%, which the Board believes are reasonable sensitivities to
apply given historical changes.

 

The Board notes  that the  latest IPF Forecasts  for UK  Commercial Property  Investment
survey suggests  an  average 2.8%  increase  in rents  during  2025 with  capital  value
increases of 3.7%.   The Board  believes that the  valuation of  the Company’s  property
portfolio will prove  resilient due  to its higher  weighting to  industrial assets  and
overall diverse and high-quality asset and tenant base comprising c.150 assets and  over
300 typically 'institutional grade' tenants across all commercial sectors.

 

Liquidity

 

At 31 March 2025 the Company had £7.9m of unrestricted cash and £15.0m undrawn RCF, with
gross borrowings of £175.0m resulting in net gearing of 27.9%.  As detailed in Note  16,
the Company’s £20m loan with  SWIP expires in August 2025  which the Company intends  to
repay using its RCF facility. 

 

The Company increased its RCF limit from £50m  to £60m in June 2025 ahead of the  August
2025 expiry to maintain headroom, with  the Company’s forecast model projecting it  will
have at least £10.8m  of undrawn RCF facility  over the next 12  months to continue  its
programme of discretionary capital investment, pay its target dividends and its  expense
and interest liabilities over the one and three year assessment periods. 

 

Results of the assessments

 

Based on the prudent  assumptions within the Company’s  forecasts regarding the  factors
set out above, the  Directors expect that  over the one-year  and three-year periods  of
their assessment:

 

  • The Company has surplus cash  to continue in operation  and meet its liabilities  as
    they fall due;
  • Borrowing covenants are complied with; and
  • REIT tests are complied with.

 

Section 172 statement and stakeholder relationships

 

The Directors consider that in conducting the business of the Company over the course of
the year they have complied with Section 172(1) of the Companies Act 2006 (“the Act”) by
fulfilling their duty  to promote the  success of the  Company and 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.

 

Issues, factors and stakeholders

 

The Board has direct engagement with the Company’s shareholders and seeks a rounded  and
balanced understanding of the broader impact of its decisions through regular engagement
with its  stakeholder  groups (detailed  below)  to understand  their  views,  typically
through feedback from the Investment Manager, the Company’s broker and the  distribution
agent, which is regularly communicated to the Board via quarterly meetings.  Stakeholder
engagement also  ensures the  Board is  kept aware  of any  significant changes  in  the
market, including the identification of emerging trends and risks, which in turn can  be
factored into its strategy discussions.

 

Management of the Company’s day-to-day operations  has been delegated to the  Investment
Manager, Custodian Capital Limited, and the  Company has no employees.  This  externally
managed structure allows the Board and the Investment Manager to have due regard to  the
impact of decisions on the following matters specified in Section 172 (1) of the Act:

 

                             
Section 172(1) factor
                            Approach taken
                            The business model and  strategy of the  Company is set  out
                            within  the  Strategic  Report.    Any  deviation  from   or
                            amendment to  that  strategy is  subject  to Board  and,  if
                            necessary, shareholder approval.   The Company’s  Management
                            Engagement Committee ensures that the Investment Manager  is
                            operating within  the  scope  of  the  Company’s  investment
                            objectives.

                             

                            At least  annually, the  Board considers  a budget  for  the
                            delivery of its strategic objectives  based on a three  year
                            forecast   model.     The   Investment    Manager    reports
                            non-financial and  financial key  performance indicators  to
                            the Board,  set out  in  detail in  the Business  model  and
                            strategy section of the Strategic report, at least quarterly
                            which are used to assess the outcome of decisions made.

Likely consequences of  any  
decision in the long-term
                            The Board’s  commitment to  keeping  in mind  the  long-term
                            consequences of its decisions  underlies its focus on  risk,
                            including risks to the long-term success of the business. 

                             

                            The investment strategy of the Company is focused on  medium
                            to long-term returns and minimising the Company’s impact  on
                            communities and the environment and as such the long-term is
                            firmly within  the sights  of the  Board when  all  material
                            decisions are made.

                            The Board  gains  an  understanding  of  the  views  of  the
                            Company’s key  stakeholders  from  the  Investment  Manager,
                            broker,  distribution  agents   and  Management   Engagement
                            Committee, and considers  those stakeholders’ interests  and
                            views in board discussions and long-term decision-making.

                             
                            The Company has  no employees  as a result  of its  external
                            management structure, but the  Directors have regard to  the
                            interests of the individuals responsible for delivery of the
                            property  management  and  administration  services  to  the
The   interests   of    the Company to the extent that they are able to.
Company’s employees
                             
 
                            The  Company’s  Nominations  Committee  is  responsible  for
                            applying the  diversity policy  set out  in the  Nominations
                            Committee report to Board recruitment.

                             
                            Business relationships  with  suppliers, tenants  and  other
                            counterparties  are  managed  by  the  Investment  Manager. 
                            Suppliers   and   other    counterparties   are    typically
                            professional firms  such  as lenders,  property  agents  and
                            other property  professionals,  accounting firms  and  legal
                            firms and tenants  with which the  Investment Manager  often
                            has   a   longstanding    relationship.    Where    material
                            counterparties are new  to the  business, checks,  including
                            anti  money   laundering  checks   where  appropriate,   are
                            conducted prior to transacting  any business to ensure  that
The  need  to  foster   the no reputational or  legal issues would  arise from  engaging
Company’s          business with  that  counterparty.   The  Company  also  periodically
relationships          with reviews the compliance of  all material counterparties  with
suppliers,  customers   and relevant laws and regulations such as the Modern Slavery Act
others                      2015  and   environmental  practices.    The  Company   pays
                            suppliers  in   accordance  with   pre-agreed  terms.    The
                            Management Engagement  Committee engages  directly with  the
                            Company’s key service providers where necessary providing  a
                            direct line  of  communication for  receiving  feedback  and
                            resolving issues.

                             

                            The Investment Manager has open lines of communication  with
                            tenants and can understand and resolve any issues promptly.

                             
                            The Board  recognises  the importance  of  supporting  local
                            communities where the Company’s assets are located and seeks
                            to invest in properties which will be fit for future purpose
                            and which align with ESG targets.  The Company also seeks to
                            benefit local communities by  creating social value  through
                            employment, viewing  its properties  as a  key part  of  the
                            fabric of the local economy. 

The impact of the Company’s  
operations on the community
and the environment         The Board  takes overall  responsibility for  the  Company’s
                            impact on  the community  and the  environment and  its  ESG
                            policies are set out in the ESG Committee report. 

                             

                            The  Company’s   approach  to   preventing  bribery,   money
                            laundering, slavery and  human trafficking  is disclosed  in
                            the Governance report.

                             
                            The Board  believes  that  the ability  of  the  Company  to
                            conduct its investment business  and finance its  activities
                            depends  in  part  on  the  reputation  of  the  Board   and
The  desirability  of   the Investment Manager’s team.  The risk of falling short of the
Company    maintaining    a high standards  expected and  thereby risking  its  business
reputation     for     high reputation  is  included  in  the  Board’s  review  of   the
standards    of    business Company’s risk register,  which is conducted  periodically. 
conduct                     The principal risks  and uncertainties  facing the  business
                            are set out in  that section of  the Strategic Report.   The
                            Company’s requirements for  a high standard  of conduct  and
                            business ethics are set out in the Governance report.

                             
                            The Company’s shareholders are a very important  stakeholder
                            group.  The Board oversees the Investment Manager’s investor
                            relations programme  which involves  the Investment  Manager
                            engaging routinely  with  the Company’s  shareholders.   The
                            programme  is   managed   by  the   Company’s   broker   and
                            distribution agents and the  Board receives prompt  feedback
                            on the outcomes  of meetings and  presentations.  The  Board
                            and Investment Manager aim to be open with shareholders  and
                            available to  them,  subject  to  compliance  with  relevant
                            securities laws.   The Chairman  of  the Company  and  other
                            Non-Executive  Directors  make   themselves  available   for
The need to  act fairly  as meetings as appropriate and attend the Company’s AGM. 
between  members   of   the
Company                      

                            The investor  relations  programme is  designed  to  promote
                            formal engagement with investors and is typically  conducted
                            after each half-yearly results announcement.  The Investment
                            Manager also engages with existing investors who may request
                            meetings and with potential new investors on an ad hoc basis
                            throughout the  year, including  where prompted  by  Company
                            announcements.  Shareholder presentations are made available
                            on the Company’s website.  The Company has a single class of
                            share in issue with all members of the Company having  equal
                            rights.

                             

 

Methods used by the Board

 

The main methods used by the Directors to perform their duties include:

 

  • Board Strategy meetings  are held typically  annually to review  all aspects of  the
    Company’s business  model and  strategy  and assess  the  long-term success  of  the
    Company and its impact on key stakeholders;
  • The Management Engagement Committee assesses the Company’s engagements with its  key
    service providers.   The Investment  Manager  reports on  their performance  to  the
    Committee which in turn  reports key issues to  the Board.  The responsibilities  of
    the Management  Engagement  Committee  are detailed  in  the  Management  Engagement
    Committee report;
  • The Board is ultimately responsible for the Company’s ESG activities set out in  the
    ESG Committee report,  which it believes  are a  key part of  benefitting the  local
    communities where the Company’s assets are located;
  • The Board’s risk management procedures set out in the Governance report identify the
    potential consequences  of decisions  in the  short, medium  and long-term  so  that
    mitigation plans can be put  in place to prevent, reduce  or eliminate risks to  the
    Company and wider stakeholders;
  • The Board sets the Company’s purpose, values and strategy, detailed in the  Business
    model and  strategy section  of the  Strategic report,  and the  Investment  Manager
    ensures they align with its culture;
  • The Board carries out direct shareholder engagement via the AGM and Directors attend
    shareholder meetings on an ad hoc basis;
  • External assurance is received through internal and external audits and reports from
    brokers and advisers;
  • Specific training for existing Directors and induction for new Directors as set  out
    in the Governance report; and
  • Ad hoc meetings to consider corporate acquisition opportunities.

 

Principal decisions in the year

 

The Board has delegated  operational functions to the  Investment Manager and other  key
service providers.   In  particular,  responsibility for  management  of  the  Company’s
property portfolio has  been delegated  to the  Investment Manager.   The Board  retains
responsibility for reviewing  the engagement  of the Investment  Manager and  exercising
overall control  of  the Company,  reserving  certain key  matters  as set  out  in  the
Governance report.  The principal  non-routine decisions taken by  the Board during  the
year, and its rationale on how the decision was made, were:

 

Decision                      How decision was made
Setting target  dividends  at In line with the Board’s dividend policy of paying a high,
6.0pps for the year ending 31 fully  covered   level   of   dividend   which   maximises
March 2026.                   shareholder   returns   without   negatively   influencing
                              property strategy.
 
                               
Extending the RCF by one year To mitigate  refinancing  risk  and  secure  the  existing
to move expiry from  November competitive margin for a further year. 
2026 to 2027.
                               
 
Appointing a new Director  as The Board  believes  Nathan  Imlach  brings  a  wealth  of
detailed  in  the  Chairman’s experience which will benefit shareholders. 
statement.
                               
 
                              The Company has undertaken property, legal, financial  and
                              tax due  diligence  work  on  Merlin  and  the  Investment
                              Manager modelled  the combined  entity to  understand  the
                              projected short and medium-term impact of the  Acquisition
                              on the  combined portfolio  and its  earnings.  The  Board
Acquiring  Merlin  Properties constituted an  Acquisition Committee  comprising  Malcolm
Limited   in   an   all-paper Cooper and Chris  Ireland which held  regular meetings  to
transaction  on  an  adjusted understand and oversee progress and any issues arising  to
NAV-for-NAV basis.            remain in position to make  decisions as they arose.   The
                              key challenges  faced  by the  Acquisition  Committee  and
                              Board focused on  ensuring forecasts  and potential  risks
                              were accurately identified to  ensure the transaction  was
                              in the  best long-term  interests of  all stakeholders  by
                              increasing long-term earnings within the Company’s  stated
                              investment policy.

 

Due to the nature of these decisions, a variety of stakeholders had to be factored  into
the Board’s  discussions.   Each  decision  was  announced at  the  time,  so  that  all
stakeholders were aware of the decisions. 

 

Stakeholders

 

The Board recognises the importance of  stakeholder engagement to deliver its  strategic
objectives and  believes its  stakeholders are  vital to  the continued  success of  the
Company.  The Board is mindful of stakeholder interests and keeps these at the forefront
of  business  and  strategic  decisions.    Regular  engagement  with  stakeholders   is
fundamental to understanding their views.  The below section highlights how the  Company
engages with its key stakeholders,  why they are important and  the impact they have  on
the Company  and  therefore  its  long-term success,  which  the  Board  believes  helps
demonstrate the successful discharge of its duties under s172(1) of the Act.  The  Board
assesses the  effectiveness  of  stakeholder  engagement  through  discussion  with  the
Investment Manager and the Company’s broker and distribution agent.

Stakeholder                    Stakeholder interests      Stakeholder engagement
                                                           

                                                            • Regular dialogue
Tenants                                                     • Review   published   data,
                                                              such as accounts,  trading
The     Investment     Manager   • High quality assets        updates   and    analysts’
understands   the   businesses   • Profitability              reports
occupying the Company’s assets   • Efficient operations     • Ensured  buildings  comply
and seeks to create  long-term   • Knowledgeable      and     with  safety   regulations
partnerships  and   understand     committed landlord         and insurance requirements
their needs to deliver fit for   • Flexibility  to  adapt   • Certain tenants  contacted
purpose   real   estate    and     to  the  changing   UK     to  request  environmental
develop    asset    management     commercial landscape       performance data and offer
opportunities   to    underpin   • Buildings with  strong     an engagement programme on
long-term maintainable  income     environmental              their            premises’
growth and  maximise  occupier     credentials                environmental performance
satisfaction                                                • Occupancy   has   remained
                                                              above 90% during the year

                                                           
                                
                                                           
                                
The Investment Manager and its                             
employees                        • Long-term viability of
                                   the Company              • Board    and     Committee
As an externally managed  fund   • Long-term relationship     meetings
the  Company’s   key   service     with the Company         • Face-to-face           and
provider  is  the   Investment   • Well-being   of    the     video-conference  meetings
Manager and its employees  are     Investment   Manager’s     with  the   Chairman   and
a   key   stakeholder.     The     employees                  other Board Directors
Investment  Manager’s  culture   • Being able to  attract   • Quarterly KPI reporting to
aligns  with   that   of   the     and             retain     the Board
Company and its  long-standing     high-calibre staff       • Board          evaluation,
reputation of operating in the   • Maintaining a positive     including  feedback   from
smaller lot-size market is key     and        transparent     key   Investment   Manager
when representing the Company      relationship with  the     personnel
                                   Board                    • Ad hoc meetings and calls

                                
                                                           
                                            
Suppliers                                                   • Board    and     Committee
                                 • Collaborative      and     meetings which certain key
A  collaborative  relationship     transparent    working     suppliers attend
with our suppliers,  including     relationships            • One-to-one meetings
those to whom key services are   • Responsive               • Annual   review   of   key
outsourced,  ensures  that  we     communication              service           provider
receive high quality  services   • Being able to  deliver     engagements     by     the
to help deliver strategic  and     service          level     Management      Engagement
investment objectives              agreements                 Committee, which  includes
                                                              appropriateness         of
                                                              internal   policies    and
                                                              payment practices
                                                           

                                                            • Annual   and   half   year
                                                              presentations
                                 • Maintainable growth      • AGM
Shareholders                     • Attractive  level   of   • Market  announcements  and
                                   income returns             corporate website
Building  a  strong   investor   • Strong       Corporate   • Regular investor  feedback
base   through    clear    and     Governance         and     received     from      the
transparent  communication  is     environmental              Company’s          broker,
vital to building a successful     credentials                distribution agents and PR
business    and     generating   • Transparent  reporting     adviser as well as seeking
long-term growth                   framework                  feedback from face-to-face
                                                              meetings
                                                            • On-going   dialogue   with
                                                              analysts

                                                           
                                            
Lenders
                                 • Stable cash flows
Our lenders play an  important   • Stronger covenants
role  in  our  business.   The   • Being  able  to   meet  
Investment  Manager  maintains     interest payments
close      and      supportive   • Maintaining     agreed   • Quarterly         covenant
relationships with this  group     gearing ratios             reporting
of   long-term   stakeholders,   • Regular      financial   • Regular catch-up calls
characterised   by   openness,     reporting
transparency    and     mutual   • Proactive notification
understanding                      of issues or changes

                                
                                            

                                            

                                 • Openness           and
Government, local authorities      transparency            
and communities                  • Proactive   compliance
                                   with new legislation    
As  a  responsible   corporate   • Proactive engagement
citizen   the    Company    is   • Support   for    local   • Engagement   with    local
committed     to      engaging     economic           and     authorities    where    we
constructively  with   central     environmental    plans     operate
and   local   government   and     and strategies           • Two  way   dialogue   with
ensuring we support the  wider   • Playing  its  part  in     regulators and  HMRC  when
community                          providing   the   real     required
                                   estate fabric  of  the
                                   economy,        giving
                                   employers a  place  of
                                   business

                                

 

Approval of Strategic report

 

The Strategic  report,  (incorporating  the  Business  model  and  strategy,  Chairman’s
statement,  Investment  Manager’s   report,  Financial  report,   Principal  risks   and
uncertainties and Section 172 statement  and stakeholder relationships) was approved  by
the Board of Directors and signed on its behalf by:

 

 

David MacLellan

Chairman

11 June 2025

Board of Directors and Investment Manager personnel

 

The Board comprises six non-executive directors.  A short biography of each director  is
set out below:

 

David MacLellan - Independent Chairman

 

David was appointed to  the Board on  9 May 2023 and  took over the  Chairman role on  8
August 2023.

 

He has  over  35  years’  experience  in private  equity  and  fund  management  and  an
established track record as  Chairman and Non-Executive director  of public and  private
companies.  During his  executive career  David was  an Executive  Director of  Aberdeen
Asset Management  plc following  its  purchase of  Murray  Johnstone Limited  (“MJ”)  in
2000.  At the time of the purchase he was Group Managing Director of MJ, a Glasgow based
fund manager managing inter alia closed and open ended funds, having joined MJ’s venture
capital team in 1984.  Prior  to joining MJ  he qualified as  a Chartered Accountant  at
Arthur Young McLelland Moores (now EY).

 

David is  currently Chairman  and Managing  Partner of  RJD Partners,  a private  equity
business;  Non-Executive  Director  and  Audit  Committee  Chairman  of  Lindsell  Train
Investment Trust plc, a closed-ended equity investment fund; Non-Executive Director  and
Audit Committee  Chair of  J&J Denholm  Limited,  a family  owned business  involved  in
shipping, logistics, seafoods  and industrial services;  and Non-Executive Director  and
Audit Committee Chair of Aquila Renewables plc, an investment trust.

 

David is  former  Chairman  and  Senior  Independent  Director  (“SID”)  of  John  Laing
Infrastructure  Fund,  a  FTSE  250   investment  company,  former  Chairman  of   Stone
Technologies Limited, former Chairman  of Havelock Europa  plc and former  Non-Executive
Director of Maven  Income &  Growth VCT  2 plc.  He was  also Chairman  of Britannic  UK
Income Fund for 12 years until 2013 as well as a director of a number of private  equity
backed businesses.

 

David’s other roles are not considered to impact his ability to allocate sufficient time
to the Company to discharge his responsibilities effectively. 

 

Elizabeth McMeikan – Senior Independent Director

 

Elizabeth’s substantive career was with Tesco plc, where she was a Stores Board Director
before embarking on a non-executive career in 2005. 

 

Elizabeth is currently  Chair of  Nichols plc, the  AIM listed  diversified soft  drinks
group.  She is SID and Remuneration Committee Chair at both Dalata Hotel Group plc,  the
largest hotel group  in Ireland, and  at McBride plc,  Europe’s leading manufacturer  of
cleaning and  hygiene products.   She is  also Non-Executive  Director of  Fresca  Group
Limited, a fruit and vegetable grower and importer. 

 

Previously Elizabeth was SID  and Remuneration Committee Chair  at both The Unite  Group
plc and at Flybe plc, SID at J D Wetherspoon plc and Chair of Moat Homes Limited.

 

Elizabeth’s other roles are not considered to impact her ability to allocate  sufficient
time to the Company to discharge her responsibilities effectively. 

 

Hazel Adam - Independent Director

 

Hazel was an investment analyst with Scottish  Life until 1996 and then joined  Standard
Life Investments.  As  a fund manager  she specialised  in UK and  then Emerging  Market
equities.  In 2005 Hazel joined Goldman Sachs International as an executive director  on
the new markets  equity sales  desk before  moving to HSBC  in 2012,  holding a  similar
equity sales role until 2016.

 

Hazel was an independent non-executive director  of Aberdeen Latin American Income  Fund
Limited until June 2023 and holds the CFA  Level 4 certificate in ESG Investing and  the
Financial Times Non-Executive Directors Diploma.

 

Chris Ireland FRICS - Independent Director

 

Chris joined international property  consultancy King Sturge in  1979 as a graduate  and
has worked  his whole  career across  the UK  investment property  market.  He  ran  the
investment teams at King Sturge before becoming Joint Managing Partner and  subsequently
Joint Senior Partner prior to its merger with JLL in 2011.

 

Chris was Chief Executive Officer of JLL  UK between 2016 and 2021 and subsequently  its
Chair from 2021 until retiring in March 2023.

 

Chris is a former Chair of the Investment Property Forum and is a Non-Executive Director
of Le Masurier,  a Jersey  based family  trust with assets  across the  UK, Germany  and
Jersey.  Chris is also a keen supporter of the UK homelessness charity Crisis.

 

Chris’ other roles are not considered to impact his ability to allocate sufficient  time
to the Company to discharge his responsibilities effectively. 

 

Malcolm Cooper FCCA FCT - Independent Director

 

Malcolm is a qualified  accountant and an experienced  FTSE 250 company Audit  Committee
Chair with  an  extensive background  in  corporate finance  and  a wide  experience  in
infrastructure and property. 

 

Malcolm worked with Arthur Andersen and British Gas/BG Group/Lattice before spending  15
years with  National  Grid with  roles  including  Managing Director  of  National  Grid
Property and Global Tax and Treasury Director, and culminated in the successful sale  of
a majority stake in National Grid’s gas distribution business, now known as Cadent Gas.

 

Malcolm is currently Chair of  MORhomes plc, SID and  Audit Committee Chair at  Southern
Water Services Limited and Non-Executive Director and Audit and Risk Committee Chair  at
Local Pensions Partnership Investment.

 

Malcolm was previously: a Non-Executive Director of Morgan Sindall Group plc, a FTSE 250
UK construction and regeneration business,  Chairing its Audit and Responsible  Business
Committees; SID and Audit Committee Chair at CLS Holdings plc; a Non-Executive  Director
of St William  Homes LLP; President  of the  Association of Corporate  Treasurers and  a
member of the Financial Conduct Authority’s Listing Authority Advisory Panel.

 

Malcolm’s other roles are  not considered to impact  his ability to allocate  sufficient
time to the Company to discharge his responsibilities effectively. 

 

Nathan Imlach CA FCSI CF - Director

 

Nathan was appointed to the Board on 6 November 2024 for a transition period up until no
later than the end of 2025 following Ian Mattioli stepping down as a Company Director to
focus on his  role as Chief  Executive Officer  of Mattioli Woods  following its  recent
transition to  private  ownership.   Nathan  is currently  Chief  Strategic  Adviser  to
Mattioli Woods with a focus on acquisitions and contributing to its future direction. 

 

Nathan is also currently SID  of Mortgage Advice Bureau (Holdings)  plc and is a  patron
and former trustee  of Leicester Grammar  School Trust.  He  is a chartered  accountant,
holds the  ICAEW’s Corporate  Finance qualification  and is  a Chartered  Fellow of  the
Chartered Institute for Securities and Investment.   From 2005 to 2020 Nathan was  Chief
Financial Officer of Mattioli Woods, Company Secretary of Custodian Property Income REIT
and a director of Custodian Capital Limited.  Before this, Nathan gained over 15  years’
experience as a corporate finance adviser to directors of leading organisations in  both
the private and public sectors, gaining international experience across a wide range  of
transactions throughout Europe, North America and Australia.

 

Nathan is a non-independent Director of the Company due to his role with Mattioli  Woods
and is viewed  by the  Board as representative  of Mattioli  Woods’ client  shareholders
which represent approximately 65% of the Company’s shareholders.

 

Nathan’s other roles  are not considered  to impact his  ability to allocate  sufficient
time to the Company to discharge his responsibilities effectively.

 

Investment Manager personnel

 

Short biographies of the  Investment Manager’s key personnel  and senior members of  its
property team are set out below:

 

Richard Shepherd-Cross MRICS - Managing Director

 

Richard qualified  as a  Chartered  Surveyor in  1996 and  until  2008 worked  for  JLL,
latterly running its national portfolio investment team.

 

Since joining  Mattioli Woods  in 2009,  Richard established  Custodian Capital  as  the
Property Fund Management subsidiary  to Mattioli Woods and  in 2014 was instrumental  in
the establishment  of Custodian  Property Income  REIT from  Mattioli Woods’  syndicated
property portfolio  and  its 1,200  investors.   Following  the successful  IPO  of  the
Company, Richard  has  overseen  the growth  of  the  Company to  its  current  property
portfolio of over £0.6bn.

 

Ed Moore FCA – Finance Director

 

Ed qualified as  a Chartered  Accountant in 2003  with Grant  Thornton, specialising  in
audit, financial reporting and  internal controls across its  Midlands practice.  He  is
Finance Director of Custodian Capital  with responsibility for all day-to-day  financial
aspects of its operations. 

 

Since IPO  in 2014  Ed  has overseen  the  Company raising  over  £300m of  new  equity,
arranging  or  refinancing   eight  loan  facilities   and  completing  four   corporate
acquisitions,  including  leading  on  the  acquisition  of  DRUM  in  2021.   Ed’s  key
responsibilities for Custodian Property Income  REIT are accurate external and  internal
financial reporting,  ongoing regulatory  compliance and  maintaining a  robust  control
environment.  Ed is Company Secretary of Custodian Property Income REIT and is a  member
of the  Investment Manager’s  Investment  Committee.  Ed  is  also responsible  for  the
Investment Manager’s environmental initiatives, attending Custodian Property Income REIT
ESG Committee meetings and co-leading the Investment Manager’s ESG working group. 

 

Ian Mattioli MBE - Founder and Chair

 

With nearly 40 years’ experience in  financial services, wealth management and  property
businesses, Ian is  responsible for the  vision and operational  management of  Mattioli
Woods. With this experience he instigated the development of Mattioli Woods’  investment
proposition, including  the  syndicated  property initiative  that  developed  the  seed
portfolio for the launch of Custodian Property Income REIT plc in 2014. 

 

Outside of work, Ian has many personal achievements, including winning the London  Stock
Exchange AIM Entrepreneur of  the Year award  and CEO of  the Year in  the 2018 City  of
London Wealth Management  Awards. He was  also awarded an  MBE in the  Queen’s 2017  New
Year’s Honours lists for services to business and the community in Leicestershire.  More
locally, Ian  was awarded  an honorary  degree (Doctor  of Laws)  by the  University  of
Leicester and was appointed High Sheriff of Leicestershire for 2021/22.

 

Ian and his close family own 6.4m shares in the Company.

 

Alex Nix MRICS – Assistant Investment Manager

 

Alex graduated from Nottingham Trent University with a degree in Real Estate  Management
before joining Lambert  Smith Hampton, where  he spent  eight years and  qualified as  a
Chartered Surveyor in 2006.

 

Alex is Assistant  Investment Manager to  Custodian Property Income  REIT having  joined
Custodian Capital  in 2012.   Alex heads  the Company’s  property management  and  asset
management initiatives,  assists in  sourcing and  executing new  investments and  is  a
member of the Investment Manager’s Investment Committee.

 

James Hunt MRICS – Portfolio Manager

 

James joined  Custodian  as Portfolio  Manager  in January  2025  bringing 15  years  of
commercial real estate experience from previous consultancy and client-side roles,  most
recently with the portfolio  management team at St  Modwen Logistics.  James  previously
studied Real  Estate  Management at  Nottingham  Trent  University and  qualified  as  a
Chartered Surveyor in 2014.

 

As Portfolio Manager, James manages Custodian’s properties predominantly in the Midlands
and Scotland.

 

Eoin Greenwood MRICS – Portfolio Manager

 

Eoin joined  Custodian in  2018  where he  successfully  graduated from  The  University
College of Estate Management with a  remote learning degree in Real Estate  Management. 
After five  years  Eoin  joined  Buccleuch  Property, managing  a  £130m  mixed  use  UK
commercial portfolio  for the  Buccleuch  family office  before returning  to  Custodian
Capital in 2024 where he recently qualified as a Charted Surveyor.

 

As Portfolio  Manager, Eoin  now  manages Custodian’s  properties predominantly  in  the
South-west and South-east of England.

 

Javed Sattar MRICS – Portfolio Manager

 

Javed joined Custodian Capital in 2011 after graduating from Birmingham City  University
with a degree in Estate  Management Practice.  Whilst working  as a trainee surveyor  on
Custodian Property Income REIT’s property portfolio for Custodian Capital he completed a
PGDip in Surveying via  The College of  Estate Management and  qualified as a  Chartered
Surveyor in 2017.

 

Javed operates as  Portfolio Manager  managing properties predominantly  located in  the
North-West of England.

 

 

Consolidated statement of comprehensive income

For the year ended 31 March 2025

                                                                              
                                                                   Year ended Year ended

                                                                     31 March   31 March

                                                                         2025       2024
                                                              Note       £000       £000
                                                                                        
Revenue                                                          4     47,997     46,243
                                                                                        
Investment management fees                                            (3,417)    (3,451)
Operating expenses of rental property                                                   
                                                                  
  • rechargeable to tenants                                           (3,562)    (3,280)
  • directly incurred                                                 (4,891)    (3,899)
Professional fees                                                       (823)      (791)
Directors’ fees                                                         (345)      (349)
Other expenses                                                          (814)      (683)
Depreciation                                                            (285)      (133)
Expenses                                                             (14,137)   (12,586)
                                                                                        
Abortive acquisition costs                                                  -    (1,557)
Operating profit before gains/(losses) on investment property                           
and financing                                                     
                                                                       33,860     32,100
                                                                                        
Unrealised profit/(loss) on revaluation of investment                                   
property:
                                                                10     11,211   (26,972)
  • relating to property revaluations
  • relating to costs of acquisition                            10        (1)          -
                                                                                        
Valuation increase/(decrease)                                          11,210   (26,972)
                                                                                        
Profit on disposal of investment property                                 444      1,418
                                                                                        
Net gain/(loss) on investment property                                 11,654   (25,554)
                                                                                        
Operating profit                                                       45,514      6,546

 

                                                                             
Finance income                                              6     127      78
Finance costs                                               7 (7,486) (8,126)
                                                                             
Net finance costs                                             (7,359) (8,048)
                                                                             
Profit/(loss) before tax                                       38,155 (1,502)
                                                                             
Income tax expense                                          8       -       -
                                                                             
Profit/(loss) for the year, net of tax                         38,155 (1,502)
Other comprehensive income                                 11     714       -
Total comprehensive income/(loss) for the year, net of tax     38,869 (1,502)
                                                                             
                                                                             
Earnings per ordinary share:                                                 
Basic and diluted (p)                                       3     8.7   (0.3)
Basic and diluted EPRA (p)                                  3     6.1     5.8

 

The profit/(loss) for the year and total comprehensive income/(loss) for the year  arise
from continuing operations  and is  all attributable to  owners of  the Company.   Other
comprehensive income  represents items  that will  not be  subsequently reclassified  to
profit or loss.

Consolidated and Company statement of financial position

As at 31 March 2025

Registered number: 08863271

 

                                                                           
 
                                                             31 March 2025 31 March 2024
                                                       
                                                        Note          £000          £000
Group and Company
                                                                                        
Non–current assets
                                                                                        
 
Investment property                                       10       594,364       578,122
Property, plant and equipment                             11         4,711         2,957
Investments                                               12             -             -
Total non-current assets                                           599,075       581,079
                                                                                        
Current assets
                                                                                        
 
Assets held for sale                                      10             -        11,000
Trade and other receivables                               13         5,201         3,330
Cash and cash equivalents                                 15        10,118         9,714
Total current assets                                                15,319        24,044
                                                                                        
Total assets                                                       614,394       605,123
                                                                                        
Equity
                                                                                        
 
Issued capital                                            17         4,409         4,409
Share premium                                             17       250,970       250,970
Merger reserve                                            17        18,931        18,931
Retained earnings                                         17       148,442       137,510
Revaluation reserve                                       17           714             -
                                                                                        
 Total equity attributable to equity holders of the                423,466       411,820
                       Company
                                                                                        
Non-current liabilities
                                                                                        
 
Borrowings                                                16       153,641       177,290
Other payables                                            14         2,087           569
                                                                                        
Total non-current liabilities                                      155,728       177,859
                                                                                        
Current liabilities                                                                     
                                                                                        
Borrowings                                                16        19,989             -
Trade and other payables                                  14         7,029         8,083
Deferred income                                                      8,182         7,361
                                                                                        
Total current liabilities                                           35,200        15,444
                                                                                        
Total liabilities                                                  190,928       193,303
                                                                                        
Total equity and liabilities                                       614,394       605,123

 

The parent Company’s profit for the year was £38,155,000 (2024: loss of £1,502,000).

 

These consolidated and Company  financial statements of  Custodian Property Income  REIT
plc, company number 08863271,  were approved and  authorised for issue  by the Board  of
Directors on 11 June 2025 and are signed on its behalf by:

 

 

David MacLellan

Chairman

Consolidated and Company statements of cash flows

For the year ended 31 March 2025

 

                                                                                    Year
                                                                     Year ended
                                                                                   ended
Group and Company                                                      31 March
                                                                                31 March
                                                                           2025
                                                                                    2024
                                                                Note       £000     £000
                                                                                        
Operating activities                                                                    
Profit/(loss) for the year                                               38,155  (1,502)
Net finance costs                                                         7,359    8,048
Valuation (increase)/decrease of investment property              10   (11,211)   26,972
Impact of lease incentives                                        10    (1,470)  (2,105)
Amortisation of right-of-use asset                                            7        7
Profit on disposal of investment property                                 (444)  (1,418)
Depreciation                                                                285      133
                                                                                        
                                                                                        
Cash flows from operating activities before changes in working                          
capital and provisions                                              
                                                                         32,681   30,135
                                                                                        
(Increase)/decrease in trade and other receivables                      (1,871)      418
Increase in trade and other payables and deferred income                  1,286      357
                                                                                        
Cash generated from operations                                           32,096   30,910
                                                                                        
Interest and other finance charges                                 7    (7,068)  (7,694)
                                                                                        
Net cash inflows from operating activities                               25,028   23,216
                                                                                        
Investing activities                                                                    
Capital expenditure on investment property                        10    (6,843) (17,034)
Purchase of property, plant and equipment                         11    (1,326)  (1,977)
Disposal of investment property and assets held-for-sale                 15,050   18,176
Costs of disposal of investment property                                  (331)    (134)
Interest and finance income received                               6        127       78
                                                                                        
Net cash inflows/(outflows) from investing activities                     6,677    (891)
                                                                                        
Financing activities                                                                    
New borrowings                                                    16          -    5,500
Repayment of borrowings and origination costs                     16    (4,078)    (744)
Dividends paid                                                     9   (27,223) (24,247)
                                                                                        
Net cash outflow from financing activities                             (31,301) (19,491)
                                                                                        
Net increase in cash and cash equivalents                                   404    2,834
                                                                                        
Cash and cash equivalents at start of the year                            9,714    6,880
                                                                                        
Cash and cash equivalents at end of the year                             10,118    9,714

 

Consolidated and Company statement of changes in equity

For the year ended 31 March 2025

 

                                    Issued  Merger   Share Revaluation Retained    Total
                                           reserve             reserve
                                   capital         premium             earnings   equity
                                              £000                £000
                              Note    £000            £000                 £000     £000
Group and Company                                                                       
As at 31 March 2023                  4,409  18,931 250,970           -  163,259  437,569
                                                                                        
Loss for the year                        -       -       -           -  (1,502)  (1,502)
                                                                                        
Total comprehensive loss for             -       -       -           -  (1,502)  (1,502)
year
                                                                                        
Transactions with owners of
the Company, recognised                                                                 
directly in equity
Dividends                        9       -       -       -           - (24,247) (24,247)
                                                                                        
As at 31 March 2024                  4,409  18,931 250,970           -  137,510  411,820
                                                                                        
Profit for the year                      -       -       -           -   38,155   38,155
Revaluation of property,        11       -       -       -         714        -      714
plant and equipment
                                                                                        
Total comprehensive profit               -       -       -         714   38,155   38,869
for year
                                                                                        
Transactions with owners of
the Company, recognised                                                                 
directly in equity
Dividends                        9       -       -       -           - (27,223) (27,223)
                                                                                        
As at 31 March 2025                  4,409  18,931 250,970         714  148,442  423,466

 

Notes to the financial statements for the year ended 31 March 2025

 

 1. Corporate information

 

The Company is a public limited company incorporated and domiciled in England and Wales,
whose shares are  publicly traded  on the London Stock  Exchange plc’s  main market  for
listed securities.  The consolidated and  parent company financial statements have  been
prepared on a historical cost basis, except for the revaluation of investment  property,
and are presented in  pounds sterling with  all values rounded  to the nearest  thousand
pounds (£000), except when otherwise  indicated.  The consolidated financial  statements
were authorised  for issue  in  accordance with  a resolution  of  the Directors  on  11
June 2025.

 

 2. Basis of preparation and accounting policies

 

 1.       Basis of preparation

 

The consolidated  financial statements  and  the separate  financial statements  of  the
parent  company  have  been   prepared  in  accordance   with  United  Kingdom   adopted
international accounting  standards  and  International  Financial  Reporting  Standards
(IFRSs).

 

The Company has taken  advantage of the  exemption in section 408  of the Companies  Act
2006 not to present its own statement of comprehensive income.

 

Certain statements in  this report  are forward  looking statements.   By their  nature,
forward looking statements involve a number of risks, uncertainties or assumptions  that
could cause  actual results  or events  to  differ materially  from those  expressed  or
implied by  those  statements.  Forward  looking  statements regarding  past  trends  or
activities should not  be taken as  representation that such  trends or activities  will
continue in the  future.  Accordingly, undue  reliance should not  be placed on  forward
looking statements.

 

 2.       Basis of consolidation

 

The consolidated financial statements  consolidate those of the  parent company and  its
subsidiaries.  The parent  controls a subsidiary  if it  is exposed, or  has rights,  to
variable returns from its involvement with the subsidiary and has the ability to  affect
those returns through its power over the subsidiary.  Custodian Real Estate Limited  has
a reporting date in line with the Company.  All transactions and balances between  group
companies are  eliminated on  consolidation, including  unrealised gains  and losses  on
transactions between  group companies.   Where unrealised  losses on  intra-group  asset
sales are reversed on consolidation, the underlying asset is also tested for  impairment
from a  group  perspective.   Amounts  reported  in  the  financial  statements  of  the
subsidiary are  adjusted  where necessary  to  ensure consistency  with  the  accounting
policies adopted  by  the Group.   Profit  or loss  and  other comprehensive  income  of
subsidiaries acquired or disposed of during  the year are recognised from the  effective
date the Company  gains control  up to  the effective date  when the  Company ceases  to
control the subsidiary.

 

Change in accounting policy

 

The Company  has  changed  its accounting  policy  for  PV from  cost  less  accumulated
depreciation to fair  value, as determined  by the Company’s  independent valuers,  with
effect from 31 March 2025.  This change in policy has been made because at 31 March 2025
certain of the Company’s PV arrays have  been fully operational 32  27  for at least  12
months, providing accurate annual revenue and cost data which incorporates:

 

  • Energy production per panel;
  • The import/export ratio (based on tenant usage and all metering being operational);
    and
  • Seasonal/local changes in both of the above (hours of daylight, tenant seasonality,
    panel maintenance).

 

The fair value of PV arrays with less  than 12 months of operational data is  considered
to be cost less accumulated depreciation. The Board believes that fair valuing PV, using
reliable data  that  has become  available  this  year, better  reflects  the  Company’s
investment in  PV assets  within its  net asset  value.  The  impact of  this change  in
accounting policy on the current financial year is:

                                                          31 March 2025
 
                                                                   £000
                                                                       
Consolidated statement of comprehensive income                         

Increase in profit for the financial year                             -
                                                                       
Consolidated and Company statements of financial position              

Increase in net assets                                              714

 

In subsequent  years,  this revaluation  surplus  will be  depreciated  thus  ultimately
recognised within profit or loss.  Independent valuations of the Company’s PV  portfolio
were not available at 31 March 2024 so this change in accounting policy has been applied
with effect from 31 March 2025, with  no changes made to comparative numbers as  allowed
by IAS 16 – ‘Property, plant and equipment’.

 

 3.       Business combinations

 

Where property is acquired,  via corporate acquisitions or  otherwise, the substance  of
the assets and activities of the  acquired entity are considered in determining  whether
the acquisition represents a business  combination or an asset  purchase under IFRS 3  -
Business Combinations.

 

A business combination is a transaction or event in which an acquirer obtains control of
one or  more businesses.   A business  is defined  in IFRS  3 as  an integrated  set  of
activities and assets that is capable of being conducted and managed for the purpose  of
providing goods  or  services  to  customers,  generating  investment  income  (such  as
dividends or interest) or generating other  income from ordinary activities.  To  assist
in determining whether a  purchase of investment property  via corporate acquisition  or
otherwise meets the definition of  a business or is the  purchase of a group of  assets,
the group will  apply the optional  concentration test  in IFRS 3  to determine  whether
substantially all of the fair  value of the gross assets  acquired is concentrated in  a
single identifiable asset or group of similar identifiable assets.  If the concentration
test is not met the group applies judgement to assess whether acquired set of activities
and assets includes, at a minimum, an  input and a substantive process by applying  IFRS
3:B8 to B12D.  Where such acquisitions are not judged to be a business combination,  due
to the asset  or group  of assets not  meeting the  definition of a  business, they  are
accounted for as  asset acquisitions and  the cost  to acquire the  corporate entity  is
allocated between the identifiable assets and  liabilities of the entity based on  their
relative fair values  at the acquisition  date.  Accordingly no  goodwill or  additional
deferred taxation arises.

 

Under the  acquisition  accounting  method, the  identifiable  assets,  liabilities  and
contingent liabilities acquired are measured at fair value at the acquisition date.  The
consideration transferred is measured at  fair value which is  calculated as the sum  of
the acquisition-date  fair  values  of  assets transferred  by  the  Group,  liabilities
incurred by the  Group to  the former  owners of the  acquiree and  the equity  interest
issued by the Group in exchange for control of the acquiree.

 

 4.       Application of new and revised International Financial Reporting Standards

 

During the  year the  Company adopted  the following  new standards  with no  impact  on
reported financial performance or position:

 

  • Amendments to  IAS  1  -  ‘Presentation  of  Financial  Statements’  clarifies  that
    liabilities are classified as either current or non-current, depending on the rights
    that exist at the  end of the  reporting period and not  expectations of, or  actual
    events after, the reporting date.
  • Amendments to IFRS  16 - ‘Lease  Liability in  a Sale and  Leaseback’ specifies  the
    requirements that a seller-lessee uses in measuring the lease liability arising in a
    sale and leaseback transaction, to ensure  the seller-lessee does not recognise  any
    amount of the gain or loss that relates to the right of use it retains.

 

The following new and revised accounting standards not yet effective:

 

  • IFRS 18 - ‘Presentation and Disclosures in Financial Statements’.  This standard  on
    presentation and disclosure replaces IAS 1, with a focus on updates to the statement
    of profit or loss.
  • IFRS 19 – ‘Subsidiaries without  Public Accountability: Disclosures’.  This  reduces
    disclosure requirements that  an eligible  subsidiary entity is  permitted to  apply
    instead of the disclosure requirements in other IFRS Accounting Standards.
  • Amendments to IFRS 9 – ‘Financial Instruments’ and IFRS 7 – ‘Financial  Instruments:
    Disclosures’.  The  amendments  provide  clarity  on the  date  of  recognition  and
    derecognition of  certain financial  instruments and  amends/updates the  disclosure
    required for some financial instruments.

 

The Directors have yet to assess the full outcome of these new standards, amendments and
interpretations; however, with  the exception  of IFRS  18, these  other new  standards,
amendments and interpretations  are not  expected to have  a significant  impact on  the
Group’s financial statements.

 

 5.       Material accounting policies

 

The material accounting policies adopted by the  Group and Company and applied to  these
financial statements are set out below.

 

Going concern

 

The Directors  believe  the  Company  is  well  placed  to  manage  its  business  risks
successfully and the Company’s projections show that it should be able to operate within
the level of its current financing arrangements for at least the 12 months from the date
of approval of  these financial statements,  set out  in more detail  in the  Directors’
report  and  Principal  risks  and  uncertainties  section  of  the  Strategic  report. 
Accordingly, the Directors continue to adopt the going concern basis for the preparation
of the financial statements.

 

Income recognition

 

Contractual revenues are  allocated to  each performance  obligation of  a contract  and
revenue is recognised on  a basis consistent  with the transfer of  control of goods  or
services.  Revenue  is  measured  at  the fair  value  of  the  consideration  received,
excluding discounts, rebates, VAT and other sales taxes or duties.

 

Rental income from operating leases on properties owned by the Company is accounted  for
on a straight-line basis  over the term  of the lease.   Rental income excludes  service
charges and other costs  directly recoverable from tenants  which are recognised  within
‘income from recharges to tenants’.

 

Amounts received from occupiers  to terminate leases or  to compensate for  dilapidation
work not carried out  by the occupier  is recognised in  the statement of  comprehensive
income when the right to receive them arises, typically at the cessation of the lease.

 

Lease incentives  are recognised  on a  straight-line  basis over  the lease  term.  The
initial direct  costs incurred  in  negotiating and  arranging  an operating  lease  are
recognised as an expense over the lease term on the same basis.

 

Revenue and  profits on  the sale  of properties  are recognised  on the  completion  of
contracts.  The amount of profit recognised is the difference between the sale  proceeds
and the carrying amount and costs of disposal.

 

Finance income relates  to bank interest  receivable and amounts  receivable on  ongoing
development funding contracts.

 

Taxation

 

The Group  operates as  a REIT  and hence  profits and  gains from  the property  rental
business are  normally expected  to be  exempt from  corporation tax.   The tax  expense
represents the  sum of  the  tax currently  payable and  deferred  tax relating  to  the
residual (non-property rental) business.  The tax currently payable is based on  taxable
profit for  the  year.  Taxable  profit  differs from  net  profit as  reported  in  the
statement of comprehensive income because it  excludes items of income and expense  that
are taxable or deductible in  other years and it further  excludes items that are  never
taxable or deductible.  The Company’s liability for current tax is calculated using  tax
rates that have been enacted or substantively enacted by the reporting date.

 

Investment property

 

Investment property  is held  to earn  rentals and/or  for capital  appreciation and  is
initially recognised at cost including direct transaction costs.  Investment property is
subsequently valued externally on a market basis  at the reporting date and recorded  at
valuation.   Any  surplus  or  deficit  arising  on  revaluing  investment  property  is
recognised in profit  or loss in  the year in  which it arises.   Any ultimate gains  or
shortfalls are measured by reference  to previously published valuations and  recognised
in profit or loss, offset against any  directly corresponding movement in fair value  of
the investment properties to which they relate.

 

Held-for-sale assets

 

Non-current assets are  classified as  held-for-sale if  their carrying  amount will  be
recovered through a sale transaction rather than through continuing use.  This condition
is regarded as met only when the sale is highly probable and the asset is available  for
immediate sale in  its present condition,  generally considered to  be on  unconditional
exchange of  contracts.  Non-current  assets  classified as  held  for sale  are  valued
externally on a market basis at the reporting date and recorded at valuation.

 

Group undertakings

 

Investments are included  in the Company  only statement of  financial position at  cost
less any provision for impairment. 

 

Property, plant and equipment

 

Electric  vehicle  chargers  are  stated  at  cost  less  accumulated  depreciation  and
accumulated impairment loss.

 

PV is valued under the  revaluation model of IAS 16  – ‘Property, plant and  equipment. 
After initial  recognition PV  arrays  whose fair  value  can be  reliably  established,
assumed to be once an array has been operational for at least 12 months, are held at the
fair value at the time of  the revaluation less any subsequent accumulated  depreciation
and impairment losses.  Fair value  is determined by  independent valuers  and based  on
assumptions including future  net income, capital  expenditure and appropriate  discount
rates (yield).  The  fair value of  assets which have  not yet been  operational for  12
months is considered equivalent to  historical cost less accumulated depreciation  (“Net
Book Value” or “NBV”).

 

Valuation movements:

 

  • Above NBV will be recognised directly within equity (revaluation reserve); and
  • Below NBV will be recognised in profit or loss.

 

Depreciation is recognised so as to write  off the carrying value of assets (less  their
residual values)  over  their useful  lives,  using  the straight-line  method,  on  the
following bases:

 

EV chargers 10 years
PV          30 years

 

The depreciation charge for PV is:

 

  • Included within profit or loss (classified as property operating expenditure) where
    depreciating historical cost; or
  • Offset against the revaluation reserve where depreciating the revalued amount.

 

The estimated useful lives, residual values and depreciation method are reviewed at  the
end of each reporting period, with the  effect of any changes in estimate accounted  for
on a prospective basis.  The  useful lives of PV cells  have been reassessed at 1  April
2024 from 20 years to 30 years based on industry evidence.

 

Cash and cash equivalents

 

Cash and  cash  equivalents include  cash  in hand  and  on-demand deposits,  and  other
short-term highly liquid investments that are held for the purpose of meeting short-term
cash  commitments  rather  than  for  investment  or  other  purposes  and  are  readily
convertible into a  known amount of  cash and are  subject to an  insignificant risk  of
changes in value.

 

Other financial assets

 

Financial assets and financial liabilities are recognised in the balance sheet when  the
Company becomes a party to the contractual terms of the instrument.

 

The Company’s financial  assets include cash  and cash equivalents  and trade and  other
receivables.  Interest resulting from holding  financial assets is recognised in  profit
or loss on an accruals basis.

 

Trade receivables are initially recognised  at their transaction price and  subsequently
measured at amortised  cost as the  business model  is to collect  the contractual  cash
flows due from  tenants. An  impairment provision is  created based  on expected  credit
losses, which reflect the Company’s historical credit loss experience and an  assessment
of current and forecast economic conditions at the reporting date.

 

Financial liabilities and equity

 

Financial liabilities and equity instruments  are classified according to the  substance
of the contractual arrangements entered into.  An equity instrument is any contract that
evidences a residual interest in  the assets of the Company  after deducting all of  its
liabilities.  Equity instruments  issued by  the Company  are recorded  at the  proceeds
received, net of direct issue costs.

 

Share capital  represents the  nominal value  of equity  shares issued.   Share  premium
represents the excess over nominal value of the fair value of the consideration received
for equity shares, net of direct issue costs. 

 

Retained earnings include all current and prior  year results as disclosed in profit  or
loss.   Retained  earnings  include  realised  and  unrealised  profits.   Profits   are
considered unrealised where they  arise from movements in  the fair value of  investment
properties that are considered to be temporary rather than permanent.

 

Revaluation reserve represents the unrealised fair value of PV assets in excess of their
historical cost less accumulated depreciation.

 

Borrowings

 

Interest-bearing bank loans and  overdrafts are recorded at  the fair value of  proceeds
received, net of  direct issue costs.   Finance charges, including  premiums payable  on
settlements or redemption and direct issue costs, are accounted for on an accruals basis
in profit or loss using the effective interest rate method and are included in  accruals
to the extent that they are not settled in the period in which they arise.

 

Trade payables

 

Trade payables are  initially measured at  fair value and  are subsequently measured  at
amortised cost, using the effective interest rate method.

 

Leases

 

Where an  investment property  is held  under  a leasehold  interest, the  headlease  is
initially recognised as an asset at cost  plus the present value of minimum ground  rent
payments. The corresponding rental liability to the head leaseholder is included in  the
balance sheet as a liability.  Lease payments are apportioned between the finance charge
and the reduction of the outstanding liability so as to produce a constant periodic rate
of interest on the remaining lease liability.

 

Segmental reporting

 

An operating  segment is  a distinguishable  component of  the Company  that engages  in
business activities from which it may earn revenues and incur expenses, whose  operating
results are regularly  reviewed by  the Company’s  chief operating  decision maker  (the
Board) to make decisions about the allocation of resources and assessment of performance
and about which  discrete financial information  is available.  As  the chief  operating
decision maker  reviews  financial  information  for,  and  makes  decisions  about  the
Company’s investment properties as a portfolio,  the Directors have identified a  single
operating segment, that of investment in commercial properties.

 

 6.       Key sources of judgements and estimation uncertainty

 

The preparation of the financial statements  requires the Company to make estimates  and
assumptions  that  affect  the  reported  amount  of  revenues,  expenses,  assets   and
liabilities and  the  disclosure of  contingent  liabilities.   If in  the  future  such
estimates and assumptions, which are based on the Directors’ best judgement at the  date
of preparation  of the  financial  statements, deviate  from actual  circumstances,  the
original estimates and  assumptions will  be modified as  appropriate in  the period  in
which the circumstances change.

 

Judgements

 

No significant judgements  have been made  in the  process of applying  the Group’s  and
parent company's accounting policies, other than those involving estimations, that  have
had a significant effect on the amounts recognised within the financial statements.

 

Estimates

 

The accounting estimate with  a significant risk  of a material  change to the  carrying
values of  assets and  liabilities within  the next  year relates  to the  valuation  of
investment property.   Investment property  is  valued at  the  reporting date  at  fair
value.  Where an investment property is  being redeveloped the property continues to  be
treated as an investment property.  Surpluses  and deficits attributable to the  Company
arising from  revaluation  are  recognised  in  profit  or  loss.   Valuation  surpluses
reflected in retained earnings are not distributable until realised on sale.  In  making
its judgement  over  the  valuation  of properties,  the  Company  considers  valuations
performed by the  independent valuers in  determining the fair  value of its  investment
properties.  The valuers  make reference to  market evidence of  transaction prices  for
similar properties.  The valuations are  based upon assumptions including future  rental
income, anticipated  capital  expenditure and  maintenance  costs (particularly  in  the
context of mitigating the impact of  climate change) and appropriate discount rates  (ie
property yields).  The key sources of  estimation uncertainty within these inputs  above
are future rental  income and  property yields.   Reasonably possible  changes to  these
inputs across the portfolio would have a material impact on its valuation.  The  valuers
have considered

the impact of  climate change which  has not had  a material impact  on the  valuation. 
Further detail  on  the  Company’s climate  related  risks  are set  out  in  the  Asset
Management and Sustainability report.

 

The sensitivity analysis in Note 10 details  the expected movements in the valuation  of
investment properties and PV if  the equivalent yield at 31  March 2024 is increased  or
decreased by 0.25% and  if the ERV is  increased or decreased by  5.0%, which the  Board
believes are reasonable sensitivities to apply given historical changes.

 

 3. Earnings per ordinary share

 

Basic EPS amounts are  calculated by dividing  net profit for the  year by the  weighted
average number of ordinary shares outstanding during the year.

 

Diluted EPS amounts are calculated by  dividing the net profit attributable to  ordinary
equity holders  of  the  Company by  the  weighted  average number  of  ordinary  shares
outstanding during the  year plus the  weighted average number  of ordinary shares  that
would be issued on  the conversion of  all the dilutive  potential ordinary shares  into
ordinary shares.  There are no dilutive  instruments in issue.  Any shares issued  after
the year end are disclosed in Note 21.

 

The Company is a FTSE EPRA/NAREIT index series constituent and EPRA performance measures
have been  disclosed  to  facilitate  comparability with  the  Company’s  peers  through
consistent reporting of key performance measures.  EPRA has issued recommended bases for
the calculation of EPS as alternative indicators of performance.

 

                                                                           Year     Year
                                                                          ended    ended
 
                                                                       31 March 31 March
 
                                                                           2025     2024
Group
                                                                                        
Net profit/(loss) for the year (£000)                                    38,155  (1,502)
Net (gains)/losses on investment property and depreciation (£000)      (11,369)   25,687
Abortive acquisition costs                                                    -    1,557
                                                                                        
EPRA net profit attributable to equity holders of the Company (£000)     26,786   25,742
                                                                                        
Weighted average number of ordinary shares:                                             
                                                                                        
Issued ordinary shares at start of the year (thousands)                 440,850  440,850
Effect of shares issued during the year (thousands)                           -        -
                                                                                        
Basic and diluted weighted average number of shares (thousands)         440,850  440,850
                                                                                        
Basic and diluted EPS (p)                                                   8.7    (0.3)
                                                                                        
Basic and diluted EPRA EPS (p)                                              6.1      5.8

 

 4. Revenue

 

                                                 Year     Year
                                                ended    ended
 
                                             31 March 31 March
 
                                                 2025     2024
 
                                                 £000     £000
 
                                                              
Gross rental income from investment property   42,828   42,194
Income from recharges to tenants                3,562    3,280
Income from dilapidations                       1,131      574
Other income                                      476      195
                                                              
                                               47,997   46,243

 

 5. Operating profit

 

Operating profit is stated after (crediting)/charging:

                                                                           Year     Year
                                                                          ended    ended
 
                                                                       31 March 31 March
 
                                                                           2025     2024
 
                                                                           £000     £000
 
                                                                                        
Profit on disposal of investment property                                 (444)  (1,418)
Investment property valuation (increase)/decrease                      (11,211)   26,972
                                                                                        
Fees payable to the Company’s auditor and its associates for the audit                  
of the Company’s annual financial statements
                                                                            171      163
Fees payable  to the  Company’s  auditor and  its associates  for  the       39       37
interim review
Administrative fee payable to the Investment Manager                        494      511
Directly incurred operating expenses of vacant rental property            1,886    1,968
Directly incurred operating expenses of let rental property               2,081    1,124
Amortisation of right-of-use asset                                            7        7

 

Fees payable to the Company’s auditor, Deloitte,  are further detailed in the Audit  and
Risk Committee report.

 

 6. Finance income

                  Year     Year
                 ended
                          ended
              31 March
                       31 March
                  2025
                           2024
                  £000
                           £000
                               
Bank interest      127       78
                               
                   127       78

 

 7. Finance costs

                                                        Year
                                                       ended Year ended
 
                                                    31 March   31 March
 
                                                        2025       2024
 
                                                        £000       £000
 
                                                                       
Amortisation of arrangement fees on debt facilities      418        432
Other finance costs                                      443        113
Bank interest                                          6,625      7,581
                                                                       
                                                       7,486      8,126

 

 8. Income tax

 

The tax charge assessed for the year is lower than the standard rate of corporation  tax
in the UK during the year of 25.0% (2024: 25.0%).  The differences are explained below:

 

                                                     Year
                                                    ended Year ended
 
                                                 31 March   31 March
 
                                                     2025       2024
 
                                                     £000       £000
 
                                                                    
Profit/(loss) before income tax                    38,155    (1,502)
                                                                    
Tax charge on profit at a standard rate of 25.0%    9,539      (376)
                                                                    
Effects of:                                                         
REIT tax exempt rental profits and gains          (9,539)        376
                                                                    
Income tax expense                                      -          -
                                                                    
Effective income tax rate                            0.0%       0.0%

 

 

The Company operates  as a REIT  and hence profits  and gains from  the property  rental
business are normally exempt from corporation tax.

 

 9. Dividends

                                                                           Year     Year
                                                                          ended    ended
 
                                                                       31 March 31 March
 
                                                                           2025     2024
 
                                                                           £000     £000
Group and Company
                                                                                        
Interim dividends  paid on  ordinary shares  relating to  the  quarter                  
ended:
                                                                                        
 
                                                                                 
Prior year
- 31 March 2024: 1.375p                                                   6,062    6,062
                                                                                        
Special equity dividends paid on ordinary shares relating to the  year                  
ended:
- 31 March 2024: 0.3p                                                     1,322        -
 
                                                                                        
Current year
- 30 June 2024: 1.5p (2023: 1.375p)                                       6,613    6,061
- 30 September 2024: 1.5p (2023: 1.375p)                                  6,613    6,062
- 31 December 2024: 1.5p (2023: 1.375p)                                   6,613    6,062
                                                                                        
                                                                         27,223   24,247

 

The Company paid a fourth interim dividend  relating to the quarter ended 31 March  2025
of 1.5p per ordinary share (£6.6m) on Friday 30 May 2025 which has not been included  as
liabilities in these financial statements.

 

10. Investment property and assets held for sale

 

Assets held-for-sale

 

                                              At 31 March 2025 At 31 March 2024
                                             
Group and Company                                         £000             £000
                                                                               
Balance at the start of the year                        11,000                -
Disposals                                             (11,000)                -
Reclassification from investment property                    -           11,000
Balance at the end of the year                               -           11,000
                                                                               

 

Investment property

 

                                              Company
                                                 £000
Group and Company                                    
At 31 March 2023                              613,587
                                                     
Impact of lease incentives and lease costs      2,105
Amortisation of right-of-use asset                (7)
Capital expenditure                            17,034
Disposals                                    (16,625)
                                                     
Valuation decrease                           (26,972)
Reclassification as held-for-sale            (11,000)
                                                     
At 31 March 2024                              578,122
                                                     
                                                     
Impact of lease incentives and lease costs      1,470
Amortisation of right-of-use asset                (7)
Capital expenditure                             6,843
Disposals                                     (3,275)
Valuation increase                             11,211
At 31 March 2025                              594,364

 

£490.9m (2024:  £486.8m) of  investment property  was charged  as security  against  the
Company’s borrowings  at  the year  end.  £0.6m  (2024: £0.6m)  of  investment  property
comprises right-of-use assets.

 

The carrying value of  investment property at 31  March 2025 comprises £506.5m  freehold
(2024: £493.0m) and £87.9m leasehold property (2024: £85.1m).  The aggregate  historical
cost of investment property and assets held-for-sale was £629.8m (2024: £637.6m).

 

Investment property is  stated at  the Directors’  estimate of  its 31  March 2025  fair
value.  Savills (UK)  Limited (“Savills”)  and Knight Frank  LLP (“KF”),  professionally
qualified independent valuers, each valued approximately half of the property  portfolio
as at 31 March 2025 in accordance  with the Appraisal and Valuation Standards  published
by the Royal Institution  of Chartered Surveyors (“RICS”).   Savills and KF have  recent
experience in the relevant locations and categories of the property being valued.

 

Investment property has been valued using the investment method which involves  applying
a yield to rental income streams.  Inputs include yield, current rent and ERV.  For  the
year end valuation, the following inputs were used:

 

                                                               
                                         Weighted
                     Valuation                         Weighted           
                                  average passing                          Topped-up NIY
                 31 March 2025               rent   average ERV Equivalent
Sector                                                    range      yield
                          £000      (£ per sq ft)
                                                  (£ per sq ft)
Industrial               298.3                6.1   4.75 – 14.9       6.9%          5.5%
Retail warehouse         127.3               11.6    6.1 – 22.4       7.6%          7.5%
Other                     78.2               11.3   2.7 – 80.0*       8.4%          7.7%
Office                    57.7               16.8    8.5 – 38.0      11.1%          8.1%
High      street          32.9               19.3    3.7 – 67.0       8.4%          9.4%
retail

 

*Drive-through restaurants’ ERV per sq ft are  based on building floor area rather  than
area inclusive of drive-through lanes.

 

Valuation reports are based on both information provided by the Company eg current rents
and lease terms, which are derived from the Company’s financial and property  management
systems and are subject  to the Company’s overall  control environment, and  assumptions
applied by  the  valuers  eg  ERVs, expected  capital  expenditure  and  yields.   These
assumptions are based on market observation and the valuers’ professional judgement.  In
estimating the fair value of each property,  the highest and best use of the  properties
is their current use. 

 

All other factors being equal, a higher equivalent yield would lead to a decrease in the
valuation of investment  property, and an  increase in the  current or estimated  future
rental stream would have the effect of increasing capital value, and vice versa.   There
are interrelationships between  unobservable inputs  which are  partially determined  by
market conditions, which could impact on these changes, but the table below presents the
sensitivity of the  investment property valuations  to changes in  the most  significant
assumptions underlying  their  valuation, being  equivalent  yield and  ERV.  The  Board
believes these are reasonable sensitivities given historical changes.

 

Group and Company                              
                                          Year     Year
                                         ended    ended
 
                                      31 March 31 March
 
                                          2025     2024
 
                                          £000     £000
 
                                                       
Increase in equivalent yield of 0.25%   34,941   21,627
Decrease in equivalent yield of 0.25% (30,975) (20,134)
Increase of 5% in ERV                    1,864    1,807
Decrease of 5% in ERV                  (1,834)  (1,754)

 

11. Property, plant and equipment

 

 

                                                              PV cells EV chargers Total

Group and Company                                                 £000        £000  £000
                                                                                        
Cost/valuation                                                                          
At 31 March 2024                                                 2,076       1,126 3,202
Additions                                                        1,326           - 1,326
Valuation increase net of depreciation eliminated on               406           -   406
revaluation
At 31 March 2025                                                 3,808       1,126 4,934
                                                                                        
Depreciation                                                                            
At 31 March 2024                                                 (123)       (122) (245)
Depreciation                                                     (185)       (100) (285)
Eliminated on revaluation                                          308         (1)   307
Accumulated at 31 March 2025                                         -       (223) (223)
                                                                                        
Net book value at 31 March 2025                                  3,808         903 4,711

 

 

 

                                PV cells EV chargers Total

Group and Company                   £000        £000  £000
                                                          
Cost                                                      
At 31 March 2023                       -           -     -
Additions                          2,076       1,126 3,202
At 31 March 2024                   2,076       1,126 3,202
                                                          
Depreciation                                              
At 31 March 2023                       -           -     -
Depreciation                       (123)       (122) (245)
Accumulated at 31 March 2024       (123)       (122) (245)
                                                          
Net book value at 31 March 2024    1,953       1,004 2,957

 

12. Investments

 

Shares in subsidiaries

Company              
                                                                                31    31
                         Country of registration and   Principal    Ordinary March March
                                       incorporation    activity shares held  2025  2024
              Company
               number                                                         £000  £000
Name
                                                                                        
Custodian    08882372              England and Wales Non-trading        100%     -     -
REIT Limited
                                                                                 -     -

 

The Company’s non-trading UK subsidiary has claimed the audit exemption available  under
Section 480 of  the Companies Act  2006.  The  Company’s registered office  is also  the
registered office of each UK subsidiary.

 

13. Trade and other receivables

 

                                                            31 March 31 March

Group and Company                                               2025     2024

                                                                £000     £000
Falling due in less than one year:
                                                                             
 
Trade receivables before expected credit loss provision        4,387    1,911
Expected credit loss provision                                 (627)    (855)
                                                               3,760    1,056
Other receivables                                              1,146    2,081
Prepayments and accrued income                                   295      193
                                                                             
                                                               5,201    3,330

 

The Company  regularly monitors  the  effectiveness of  the  criteria used  to  identify
whether  there  has  been  a  significant  increase  in  credit  risk,  for  example   a
deterioration in a tenant’s or sector’s outlook or rent payment performance, and revises
them as appropriate to ensure that  the criteria are capable of identifying  significant
increases in credit risk before amounts become past due.

 

Tenant rent deposits of £1.6m (2024: £1.7m) are held as collateral against certain trade
receivable balances.

 

The Company considers  the following as  constituting an event  of default for  internal
credit risk management purposes as historical experience indicates that financial assets
that meet either of the following criteria are generally not recoverable:

 

  • When there is a breach of financial covenants by the debtor; or
  • Available information indicates the debtor is unlikely to pay its creditors.

 

Such balances are provided for in full.  For remaining balances the Company has  applied
an expected  credit loss  (“ECL”) matrix  based  on its  experience of  collecting  rent
arrears.  The majority of  tenants are invoiced for  rental income quarterly in  advance
and are issued with invoices before the relevant quarter starts.  Invoices become due on
the first day of the rent quarter and are considered past due if payment is not received
by this date. Other receivables are considered  past due when the given terms of  credit
expire.

 

 

Group and Company                                                      31 March 31 March

                                                                           2025     2024

Expected credit loss provision                                             £000     £000
                                                                                        
Opening balance                                                             855    1,143
Increase/(decrease) in  provision  relating to  trade  receivables          196    (241)
that are credit-impaired
Utilisation of provisions                                                 (424)     (47)
                                                                                        
Closing balance                                                             627      855

 

The ageing of receivables considered credit impaired is as follows:

 

Group and Company     31 March 31 March

                          2025     2024

                          £000     £000
                                       
0 to 3 months              106      288
3 – 6 months                40        -
Over 6 months              551      567
                                       
Closing balance            697      855

 

14. Trade and other payables

                                                  
                                                     31 March
                                       31 March 2025
Group and Company                                        2024
                                                £000
                                                         £000
Falling due in less than one year:                           
                                                             
Trade and other payables                       2,603    1,442
Social security and other taxes                  760      830
Accruals                                       3,601    4,079
Rental deposits                                   65    1,732
                                                             
                                               7,029    8,083
                                                             
Falling due in more than one year:                           
                                                             
Rental deposits                                1,521        -
Other creditors                                  566      569
                                                             
                                               2,151      569

 

The Directors consider that the carrying amount of trade and other payables approximates
to  their  fair  value.   Trade  payables  and  accruals  principally  comprise  amounts
outstanding for  trade purchases  and ongoing  costs.  For  most suppliers  interest  is
charged if  payment is  not made  within the  required terms.   Thereafter, interest  is
chargeable on the outstanding balances at various rates.  The Company has financial risk
management policies in  place to ensure  that all  payables are paid  within the  credit
timescale.  The ageing of rental deposits has been reassessed in the year to align  with
underlying lease agreements.

 

15. Cash and cash equivalents

 

Group and Company                      
                              31 March 31 March

                                  2025     2024

                                  £000     £000
                                               
Cash and cash equivalents       10,118    9,714

 

Cash and cash equivalents  at 31 March  2025 include £2.2m  (2024: £2.5m) of  restricted
cash comprising: £1.6m (2024:  £1.7m) rental deposits held  on behalf of tenants,  £0.6m
(2024: £0.6m) retentions held in respect of development fundings and £nil (2024:  £0.2m)
disposal deposit.

 

16. Borrowings

 

The table below sets out changes in liabilities arising from financing activities during
the year.

                                                                                        
                                                            Costs incurred in the
Group and Company                                       arrangement of borrowings       
                                      
                                       Borrowings                            £000  Total
                                             £000
Falling due within one year:                                                        £000
At 31 March 2023                                -                               -      -
Repayment of borrowings                         -                               -      -
Amortisation of arrangement fees                -                               -      -
At 31 March 2024                                -                               -      -
Reclassification                           20,000                            (11) 19,989
Repayment of borrowings                         -                               -      -
Amortisation of arrangement fees                -                               -      -
At 31 March 2025                           20,000                            (11) 19,989

 

Falling due in more than one year:                              
                                                                
                                      
At 31 March 2023                        173,500 (1,398)  172,102
Additional borrowings                     5,500       -    5,500
Arrangement fees incurred                     -   (744)    (744)
Amortisation of arrangement fees              -     432      432
At 31 March 2024                        179,000 (1,710)  177,290
                                                                
Reclassification                       (20,000)      11 (19,989)
Repayment of borrowings                 (4,000)       -  (4,000)
Arrangement fees incurred                     -    (78)     (78)
Amortisation of arrangement fees          -         418      418
At 31 March 2025                        155,000 (1,359)  153,641
                                                                
                                                         

 

On 23 January 2025, the Company and Lloyds agreed  to extend the term of the RCF by  one
year to expire on 10 November 2027.  An option remains in place to extend the term by  a
further year to 2028, subject to Lloyds’ consent. 

 

At the year end the Company had the following facilities available:

 

  • A £50m RCF with Lloyds with interest of  between 1.62% and 1.92% above SONIA and  is
    repayable on 10 November 2027.  The RCF limit can be increased to £75m with  Lloyds’
    consent, with £39m drawn  at the year end.   Since the year end,  the RCF limit  has
    been increased to £60m;
  • A £20m term  loan with  Scottish Widows plc  with interest  fixed at  3.935% and  is
    repayable on 13 August 2025;
  • A £45m term  loan with  Scottish Widows  plc with interest  fixed at  2.987% and  is
    repayable on 5 June 2028; and

  • A £75m term loan facility with Aviva comprising:

  • A £35m tranche repayable on 6 April 2032, with fixed annual interest of 3.02%;
  • A £15m tranche repayable on 3 November 2032 with fixed annual interest of 3.26%; and
  • A £25m tranche repayable on 3 November 2032 with fixed annual interest of 4.10%.

 

Each facility  has  a discrete  security  pool, comprising  a  number of  the  Company’s
individual properties, over which the relevant lender has security and covenants:

 

  • The maximum  LTV of  each discrete  security pool  is either  45% and  50%, with  an
    overarching covenant on the Company’s property portfolio of a maximum of either  35%
    or 40% LTV; and
  • Historical interest cover, requiring net  rental income from each discrete  security
    pool, over  the  preceding three  months,  to exceed  either  200% or  250%  of  the
    facility’s quarterly interest liability.

 

The Company’s  debt  facilities contain  market-standard  cross-guarantees such  that  a
default on an individual facility will result in all facilities falling into default.
 

17. Share capital

 

Group and Company                                                       
                                                   Ordinary shares
                                                                        
                                                             of 1p
Issued and fully paid share capital                                 £000
                                                                        
At 1 April 2023, 31 March 2024 and 31 March 2025       440,850,398 4,409

 

Rights, preferences and restrictions on shares

 

All ordinary shares carry equal rights and  no privileges are attached to any shares  in
the Company.  All the  shares are freely transferable,  except as otherwise provided  by
law.  The holders of ordinary shares are entitled to receive dividends as declared  from
time to time and  are entitled to one  vote per share at  meetings of the Company.   All
shares rank equally with regard to the Company’s residual assets.

 

At the AGM of the Company held on 8 August 2024, the Board was given authority to  issue
up to  146,950,133 shares,  pursuant to  section 551  of the  Companies Act  2006  (“the
Authority”).  The Authority is intended to satisfy market demand for the ordinary shares
and raise further  monies for  investment in  accordance with  the Company’s  investment
policy.  The Authority expires on  the earlier of 15 months  from 8 August 2024 and  the
subsequent AGM,  due to  take place  on 9 September  2025. Since  8 August  2024,  22.9m
ordinary shares have been issued in connection with the acquisition of Merlin.

 

In addition,  the Company  was  granted authority  to make  market  purchases of  up  to
44,085,039 ordinary  shares under  section 701  of the  Companies Act  2006.  No  market
purchases of ordinary shares have been made.

 

                                             Group and Company
                                                                                        
                            Retained
                            earnings Revaluation reserve     Share premium        Merger
                                                              account £000       reserve
Other reserves                  £000                £000
                                                                                    £000
                                                                                        
At 1 April 2023              163,259                   -           250,970        18,931
                                                                                        
Loss for the year            (1,502)                   -                 -             -
Dividends paid              (24,247)                   -                 -             -
                                                                                        
At 31 March 2024             137,510                   -           250,970        18,931
                                                                                        
Revaluation of PPE                 -                 714                 -             -
Profit for the year           38,155                   -                               -
Dividends paid              (27,223)                                     -             -
                                                                                        
At 31 March 2025             148,442                 714           250,970        18,931

 

The nature and purpose of each reserve within equity are:

 

  • Share premium - amounts subscribed for share capital in excess of nominal value less
    any associated issue costs that have been capitalised.
  • Revaluation reserve -  the unrealised fair  value of  PV assets in  excess of  their
    historical cost less accumulated depreciation.
  • Retained earnings - all other net gains and losses and transactions with owners  (eg
    dividends) not recognised elsewhere.
  • Merger reserve -  a non-statutory reserve  that is credited  instead of a  company's
    share premium account in circumstances where merger relief under section 612 of  the
    Companies Act 2006 is obtained.

 

18. Commitments and contingencies

 

Company as lessor

 

Operating leases, in  which the  Company is the  lessor, relate  to investment  property
owned by the Company with lease terms of between 0 and 21 years.  The aggregated  future
minimum rentals receivable under all non-cancellable operating leases are:

 

                            31 March 31 March

                                2025     2024

Group and Company               £000     £000
                                             
Not later than one year       38,406   39,751
Year 2                        35,206   34,984
Year 3                        29,810   31,620
Year 4                        24,353   26,113
Year 5                        19,380   19,946
Later than five years         77,434   74,059
                                             
                             224,589  226,473

 

The following table presents rent amounts reported in revenue:

 

                                                                       31 March 31 March

Group and Company                                                          2025     2024

                                                                           £000     £000
                                                                                        
Lease income on operating leases                                         42,587   41,926
Therein lease income relating to variable lease payments that do            241      268
not depend on an index or rate
                                                                                        
                                                                         42,828   42,194

 

19. Related party transactions

 

Save for  transactions described  below, the  Company is  not a  party to,  nor had  any
interest in, any other related party transaction during the year.

 

Transactions with directors

 

Each of the directors is engaged under a letter of appointment with the Company and does
not have  a service  contract with  the  Company.  During  the year,  the terms  of  the
Directors’ appointments were amended  such that each director  is required to retire  by
rotation and  seek  re-election annually  (2024:  at  least every  three  years).   Each
director’s appointment  under  their  respective letter  of  appointment  is  terminable
immediately by either party (the Company or  the director) giving written notice and  no
compensation or benefits are  payable upon termination  of office as  a director of  the
Company becoming effective.

 

Nathan Imlach is Chief Strategic  Adviser of Mattioli Woods,  the parent company of  the
Investment Manager.   As  a result,  Nathan  Imlach  is not  independent.   The  Company
Secretary, Ed Moore, is also a director of the Investment Manager.

 

Compensation paid to the directors, who  are also considered ‘key management  personnel’
in addition to the  key Investment Manager personnel,  is disclosed in the  Remuneration
report.  The directors' remuneration report  also satisfies the disclosure  requirements
of paragraph 1 of Schedule 5 to the Accounting Regulations.

 

Project Merlin

 

Since the year end the Company has acquired  Merlin and as part of this transaction  the
Company is due to pay Mattioli Woods an introducer’s fee of £0.2m and Custodian  Capital
a transaction fee  of £0.06m.  The  vendors of  Merlin are advised  clients of  Mattioli
Woods. 

 

Investment Management Agreement

 

The Investment Manager  is engaged  as AIFM  under an  IMA with  responsibility for  the
management  of  the  Company’s  assets,  subject  to  the  overall  supervision  of  the
Directors.  The Investment Manager manages the Company’s investments in accordance  with
the policies laid down by the Board  and the investment restrictions referred to in  the
IMA.  The Investment Manager also provides day-to-day administration of the Company  and
acts as  secretary to  the  Company, including  maintenance  of accounting  records  and
preparing the annual and interim financial statements of the Company.

 

Annual management fees payable to the Investment Manager under the IMA are:

 

  • 0.9% of the NAV of the Company as at the relevant quarter day which is less than  or
    equal to £200m divided by 4;
  • 0.75% of the NAV of the Company as at the relevant quarter day which is in excess of
    £200m but below £500m divided by 4;
  • 0.65% of the NAV of the Company as at the relevant quarter day which is in excess of
    £500m but below £750m divided by 4; plus
  • 0.55% of the NAV of the Company as at the relevant quarter day which is in excess of
    £750m divided by 4.

 

Administrative fees payable to the Investment Manager under the IMA are:

 

  • 0.125% of the NAV of the Company as  at the relevant quarter day which is less  than
    or equal to £200m divided by 4;
  • 0.115% of the NAV of the Company as  at the relevant quarter day which is in  excess
    of £200m but below £500m divided by 4;
  • 0.02% of the NAV of the Company as at the relevant quarter day which is in excess of
    £500m but below £750m divided by 4; plus
  • 0.015% of the NAV of the Company as  at the relevant quarter day which is in  excess
    of £750m divided by 4.

 

The IMA is terminable by either party by  giving not less than 12 months’ prior  written
notice to the other.  The IMA may also be terminated on the occurrence of an  insolvency
event in relation  to either  party, if the  Investment Manager  is fraudulent,  grossly
negligent or commits  a material breach  which, if  capable of remedy,  is not  remedied
within three months, or on a force majeure event continuing for more than 90 days.

 

The Investment Manager receives a marketing fee of 0.25% (2024: 0.25%) of the  aggregate
gross proceeds from any issue of new  shares in consideration of the marketing  services
it provides to the Company. 

 

During the  year  the  Investment  Manager  charged  the  Company  £3.9m  (2024:  £4.0m)
comprising £3.4m (2024:  £3.5m) in respect  of annual management  fees and £0.5m  (2024:
£0.5m) in respect of administrative fees. 

 

During the year the Company appointed Maven, a subsidiary of Mattioli Woods, as  Company
Secretarial Adviser,  which charges  the Company  an annual  fee of  £0.02m for  Company
Secretarial Services.

 

Mattioli Woods  arranges  insurance  on  behalf of  the  Company’s  tenants  through  an
insurance broker  and the  Investment Manager  is  paid a  commission by  the  Company’s
tenants for administering the policy.

 

On 4 September 2024 100% of the share capital of Mattioli Woods was acquired Tiger Bidco
Limited,  a  wholly-owned  subsidiary  of   vehicles  advised  and  managed  by   Pollen
Street Capital Limited.

 

20. Financial risk management

 

Capital risk management

 

The Company manages  its capital  to ensure  it can continue  as a  going concern  while
maximising the return to  stakeholders through the optimisation  of the debt and  equity
balance within the parameters  of its investment policy.   The capital structure of  the
Company consists of debt, which includes  the borrowings disclosed below, cash and  cash
equivalents and equity attributable to equity  holders of the parent, comprising  issued
ordinary share capital, share premium and retained earnings.

 

Net gearing

 

The Board reviews the capital structure of the  Company on a regular basis.  As part  of
this review, the Board considers the cost of capital and the risks associated with  it. 
The Company  has  a medium-term  target  net gearing  ratio  of 25%  determined  as  the
proportion of debt (net of unrestricted cash) to its property.  The net gearing ratio at
the year-end was 27.9% (2024: 29.2%).

 

Externally imposed capital requirements

 

The Company is not  subject to externally imposed  capital requirements, although  there
are restrictions on the level of interest that can be paid due to conditions imposed  on
REITs.

 

Financial risk management

 

The Company seeks to minimise the effects of interest rate risk, credit risk,  liquidity
risk and cash flow risk by using  fixed and floating rate debt instruments with  varying
maturity profiles, at low levels of net gearing.

 

Interest rate risk management

 

The Company’s activities  expose it  primarily to the  financial risks  of increases  in
interest rates, as it borrows funds at floating interest rates.  The risk is managed  by
maintaining:

 

  • An appropriate balance between fixed and floating rate borrowings;
  • A low level of net gearing; and
  • An RCF  whose flexibility  allows  the Company  to manage  the  risk of  changes  in
    interest rates  by paying  down variable  borrowings using  the proceeds  of  equity
    issuance, property sales or arranging fixed-rate debt.

 

The Board periodically  considers the availability  and cost of  hedging instruments  to
assess whether their use is appropriate and  also considers the maturity profile of  the
Company’s borrowings.

 

Interest rate sensitivity analysis

 

Interest rate risk arises on interest payable on the RCF only, as interest on all  other
debt facilities is payable on a fixed rate  basis.  At 31 March 2025, the RCF was  drawn
at £35m (2024: £39m).  Assuming this amount was outstanding for the whole year and based
on the  exposure to  interest  rates at  the  reporting date,  if  SONIA had  been  1.0%
higher/lower and all other  variables were constant, the  Company’s profit for the  year
ended 31 March 2025 would decrease/increase by £0.4m (2024: £0.4m).

 

Market risk management

 

The Company manages its  exposure to market  risk by holding  a portfolio of  investment
property diversified by sector, location and tenant.

 

Market risk sensitivity

 

Market risk arises  on the valuation  of the Company’s  property portfolio in  complying
with its  bank  loan  covenants (Note  16).  The  valuation of  the  Company’s  property
portfolio would have to fall  by 20% (2024: 17%) for  the Company to breach its  overall
borrowing covenant.

 

Credit risk management

 

Credit risk refers  to the  risk that  a counterparty  will default  on its  contractual
obligations resulting in a financial loss to the Company.  The Company’s credit risk  is
primarily attributable to its trade receivables and cash balances.  The amounts included
in the  statement of  financial position  are net  of allowances  for bad  and  doubtful
debts.  An allowance for impairment is made where a debtor is in breach of its financial
covenants, available information  indicates a  debtor can’t  pay or  where balances  are
significantly past due.

 

The Company has adopted a policy of  only dealing with creditworthy counterparties as  a
means of mitigating the risk of financial  loss from defaults.  The maximum credit  risk
on financial assets at 31 March 2025, which comprise trade receivables plus unrestricted
cash, was £11.7m (2024: £8.3m).

 

The Company has no significant concentration of credit risk, with exposure spread over a
large number of tenants covering  a wide variety of  business types.  Further detail  on
the Company’s credit risk management process is included within the Strategic report.

 

Cash of £10.1m (2024: £9.7m) is held with  Lloyds Bank plc which has a credit rating  of
A1 33  28 .

 

Liquidity risk management

 

Ultimate responsibility for liquidity  risk management rests with  the Board, which  has
built an  appropriate liquidity  risk management  framework for  the management  of  the
Company’s short, medium  and long-term funding  and liquidity management  requirements. 
The Company manages liquidity risk by maintaining adequate reserves, banking  facilities
and reserve borrowing facilities,  by continuously monitoring  forecast and actual  cash
flows and matching the maturity profile of financial assets and liabilities.

 

The following  tables  detail  the  Company’s contractual  maturity  for  its  financial
liabilities.  The table has been drawn up based on undiscounted cash flows of  financial
liabilities based on the earliest date on which the Company can be required to pay. 

 

The table includes both interest and principal cash flows.

 

                                                                                31 March
                                         31 March  31 March 2025                    2025
                                             2025   3 months – 1    31 March
Group and Company    Interest rate %   0-3 months           year        2025   5 years +
                                                                   1-5 years
                                             £000           £000                    £000
                                                                        £000
                                                                                        
Trade and other                  N/a        7,790              -         151         416
payables
Borrowings:                                                                             
Variable rate                  6.080          532          1,596      42,696           -
Fixed rate                     3.935          197         20,295           -           -
Fixed rate                     2.987          336          1,008      47,939           -
Fixed rate                     3.020          264            793       4,228      37,134
Fixed rate                     3.260          122            367       1,956      16,271
Fixed rate                     4.100          154            461       2,460      26,599
                                                                                        
                                            9,395         24,520      99,430      80,420

 

                                                                                31 March
                                         31 March 31 March 2024                     2024
                                             2024  3 months – 1     31 March
Group and Company    Interest rate %   0-3 months          year         2024   5 years +
                                                                   1-5 years
                                             £000          £000                     £000
                                                                        £000
                                                                                        
Trade   and    other             N/a        5,922             -          151         420
payables
Borrowings:                                                                             
Variable rate                    6.9          673         2,018       46,041           -
Fixed rate                     3.935          197           590       20,295           -
Fixed rate                     2.987          336         1,008       49,283           -
Fixed rate                     3.020          264           793        4,228      38,191
Fixed rate                     3.260          122           367        1,956      16,760
Fixed rate                     4.100          154           461        2,460      27,214
                                                                                        
                                            7,668         5,237      124,414      82,585

 

 

Fair values

 

The fair values of financial assets and liabilities are not materially different from
their carrying values in the financial statements.  The fair value hierarchy levels are
as follows:

 

  • Level 1 –  quoted prices  (unadjusted) in active  markets for  identical assets  and
    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); and
  • Level 3 –  inputs for the  assets or liabilities  that are not  based on  observable
    market data (unobservable inputs).

 

There have been no transfers between Levels 1, 2 and 3 during the year.  The main
methods and assumptions used in estimating the fair values of financial instruments and
investment property are detailed below.

 

Investment property and assets held-for-sale – level 3

 

Fair value of PV is based on valuations provided by independent firms of valuers,  which
use the inputs set out in Note 10.  These values were determined after having taken into
consideration recent market transactions for similar properties in similar locations  to
the investment properties held by the  Company.  The fair value hierarchy of  investment
property is level  3.  At  31 March  2024, the fair  value of  the Company’s  investment
properties and assets held-for-sale was £594.4m (2024: £589.1m).

 

PV – level 3

Fair value is based on valuations  provided by independent firms of chartered  surveyors
and registered appraisers, which use the inputs  set out in Note 11.  These values  were
determined after having taken into consideration an appropriate yield and the net income
from each array.  The fair value hierarchy of PV is level 3.  At 31 March 2025, the fair
value of the Company’s PV was £3.8m (2024: £2.0m).

 

Interest bearing loans and borrowings – level 3

 

At 31 March 2025 the gross value of the Company’s loans with Lloyds, SWIP and Aviva  all
held at amortised cost was £175.0m (2024: £179.0m).  The difference between the carrying
value of Company’s loans and their fair value is detailed in Note 22.

 

Trade and other receivables/payables – level 3

 

The carrying amount of all receivables and payables deemed to be due within one year are
considered to reflect their fair value.

 

21. Events after the reporting date

 

Dividends

 

On Friday 30 May 2025 the Company paid a fourth quarterly interim dividend per share  of
1.5p.

 

Property disposals

 

Since the year end the Company has sold:

 

  • Part-let offices in Cheadle for £4.0m; and
  • Fully-let offices in Cheadle for £2.9m.

 

Acquisitions

 

On 30 May  2025 the  Company completed the  corporate acquisition  of Merlin  Properties
Limited for initial consideration of 22.9m new ordinary shares in the Company.  Based on
the nature of  the acquisition  it does not  fall within  the scope of  IFRS 3  Business
Combinations and the assets acquired were purchased at fair value.  The transaction  was
financed by way of a share for share exchange.

 

22. Alternative performance measures

 

NAV per share total return

 

An alternative  measure of  performance taking  into account  both capital  returns  and
dividends by assuming dividends declared  are reinvested at NAV  at the time the  shares
are quoted  34 ex-dividend, shown as a percentage change from the start of the year.

 

                                                        
                                                         Year ended Year ended
                                                        
                                                           31 March   31 March
                                                        
                                                               2025       2024
Group                                        Calculation
                                                                              
Net assets (£000)                                           423,466    411,820
Shares in issue at 31 March (thousands)                     440,850    440,850
NAV per share at the start of the year (p)             A       93.4       99.3
Dividends per share paid during the year (p)           B      6.175        5.5
NAV per share at the end of the year (p)               C       96.1       93.4
                                                                              
                                                        
                                                               9.5%     (0.4%)
NAV per share total return                     (C-A+B)/A

 

Share price total return

 

An alternative measure of performance taking  into account both share price returns  and
dividends by assuming   35 dividends declared  are reinvested at  the ex-dividend  share
price, shown as a percentage change from the start of the year.

 

                                                        
                                                         Year ended Year ended
                                                        
                                                           31 March   31 March
                                                        
                                                               2025       2024
Group                                        Calculation
                                                                              
Share price at the start of the year (p)               A       81.4       89.2
Dividends per share paid during the year (p)           B      6.175        5.5
Share price at the end of the year (p)                 C       76.2       81.4
                                                                              
                                                        
                                                               1.2%     (2.6%)
Share price total return                       (C-A+B)/A

 

Dividend cover

 

The extent  to which  dividends relating  to the  year are  supported by  recurring  net
income.

 

                                                           Year ended Year ended

                                                             31 March   31 March
                                                          
                                                                 2025       2024

Group                                                            £000       £000
                                                                                
Dividends paid relating to the year                            19,838     18,185
Dividends approved relating to the year                         6,613      7,384
                                                                                
Dividends relating to the year                                 26,451     25,569
                                                                                
                                                          
Profit/(loss) after tax                                        38,155    (1,502)
One-off costs                                                       -      1,557
Net (gains)/losses on investment property and depreciation
                                                             (11,369)     25,687
                                                          
Recurring net income                                           26,786     25,742
                                                                                
Dividend cover                                                 101.3%     100.7%

 

Weighted average cost of debt

 

The interest rate payable on bank borrowings at  the year end weighted by the amount  of
borrowings at that rate as a proportion of total borrowings.

 

                                                                      
                                  Amount drawn              
31 March 2025                                                         
                                            £m Interest rate
                                                             Weighting
                                                                      
RCF                                       35.0        6.080%     1.22%
Total variable rate                       35.0                        
                                                                      
SWIP £20m loan                            20.0        3.935%     0.77%
SWIP £45m loan                            45.0        2.987%     0.45%
Aviva                                                                 
  • £35m tranche                          35.0        3.020%     0.60%
  • £15m tranche                          15.0        3.260%     0.28%
  • £25m tranche                          25.0        4.100%     0.59%
Total fixed rate                         140.0                        
                                                                      
                                                                      
                                                            
Weighted average drawn facilities        175.0                   3.91%

 

                                                                              
                                          Amount drawn              
31 March 2024                                                                 
                                                    £m Interest rate
                                                                     Weighting
                                                                              
RCF                                               39.0        6.900%     1.50%
Total variable rate                               39.0                        
                                                                              
SWIP £20m loan                                    20.0        3.935%     0.44%
SWIP £45m loan                                    45.0        2.987%     0.75%
Aviva                                                                         
£35m tranche                                      35.0        3.020%     0.59%
  • £15m tranche                                  15.0        3.260%     0.27%
  • £25m tranche                                  25.0        4.100%     0.57%
Total fixed rate                                 140.0                        
                                                                              
                                                                              
                                                                    
Weighted average rate on drawn facilities        179.0                   4.13%

 

Net gearing

 

Gross borrowings less  cash (excluding  restricted cash),  divided by  portfolio 36  29 
value.  This ratio indicates whether the Company is meeting its investment objectives to
target 25% loan-to-value in the  medium-term with a maximum  permitted level of 35%,  to
balance enhancing shareholder returns without facing excessive financial risk.

 

                    Year ended Year ended

                      31 March   31 March

                          2025       2024

Group                     £000       £000
                                         
Gross borrowings       175,000    179,000
Cash                  (10,118)    (9,714)
Restricted cash          2,188      2,502
                                         
Net borrowings         167,070    171,788
                                         

Investment property    594,364    589,122
PV                       3,808         -*
                       598,172    589,122
                                         

Net gearing              27.9%      29.2%

 

*PV was not included in the net gearing calculation in the prior year.

Ongoing charges

 

A measure of the regular, recurring costs of running an investment company expressed  as
a percentage  of average  NAV, and  indicates how  effectively costs  are controlled  in
comparison to other property investment companies.

                                                              Year ended Year ended

                                                                31 March   31 March

                                                                    2025       2024

Group                                                               £000       £000
                                                                                   
Average quarterly NAV for the year                               414,786    423,622
                                                                                   
Expenses (excluding depreciation)                                 13,852    12,586*
Operating expenses of rental property rechargeable to tenants    (3,562)    (3,280)
                                                                                   
Ongoing charges                                                   10,290      9,306
                                                                                   
Operating expenses of rental property directly incurred          (4,891)    (4,032)
One-off costs                                                          -          -
                                                                                   
Ongoing charges excluding direct property expenses                 5,399      5,274
                                                                                   

OCR                                                                2.48%      2.20%
                                                                                   

OCR excluding direct property expenses                             1.30%      1.24%

 

*depreciation was not deducted from total expenses in the prior year calculation.

 

EPRA performance measures

 

The Company  uses EPRA  alternative  performance measures  based  on its  Best  Practice
Recommendations to supplement IFRS measures, in line with best practice in the  sector. 
The measures defined  by EPRA  are designed  to enhance  transparency and  comparability
across the European real estate sector.  The Board supports EPRA’s drive to bring parity
to the comparability and quality of information provided in this report to investors and
other key stakeholders.   EPRA alternative performance  measures are adopted  throughout
this report and are considered by the directors to be key business metrics.

 

EPRA earnings per share

 

A measure of the Company’s operating  results excluding capital gains or losses,  giving
an alternative indication of performance compared to basic EPS which sets out the extent
to which dividends relating to the year are supported by recurring net income.

 
                                                           Year ended Year ended
 
                                                             31 March   31 March
 
                                                                 2025       2024
 
                                                                 £000       £000
Group
                                                                                
Profit/(loss) for the year after taxation                      38,155    (1,502)
Net (gains)/losses on investment property and depreciation   (11,369)     25,687
Abortive acquisition costs                                          -      1,557
                                                                                
EPRA earnings                                                  26,786     25,742
                                                                                

Weighted average number of shares in issue (thousands)        440,850    440,850
                                                                                

EPRA earnings per share (p)                                       6.1        5.8

 

EPRA NAV per share metrics

 

EPRA NAV  metrics  make  adjustments  to  the IFRS  NAV  to  provide  stakeholders  with
additional information on the fair value of the assets and liabilities of a real  estate
investment company, under different scenarios.

 

EPRA Net Reinstatement Value (“NRV”)

 

NRV assumes the Company never sells its assets and aims to represent the value  required
to rebuild the entity.

 

                                      31 March 31 March

                                          2025     2024

Group                                     £000     £000
                                                       
IFRS NAV                               423,466  411,820
Fair value of financial instruments          -        -
Deferred tax                                 -        -
                                                       
EPRA NRV                               423,466  411,820
 
                                       440,850  440,850
Number of shares in issue (thousands)
                                                       

EPRA NRV per share (p)                    96.1     93.4

 

EPRA Net Tangible Assets (“NTA”)

 

Assumes that the  Company buys and  sells assets for  short-term capital gains,  thereby
crystallising certain deferred tax balances.

                                      31 March 31 March

                                          2025     2024

Group                                     £000     £000
                                                       
IFRS NAV                               423,466  411,820
Fair value of financial instruments          -        -
Deferred tax                                 -        -
Intangibles                                  -        -
                                                       
EPRA NTA                               423,466  411,820
 
                                       440,850  440,850
Number of shares in issue (thousands)
                                                       

EPRA NTA per share (p)                    96.1     93.4

 

EPRA Net Disposal Value (“NDV”)

 

Represents the  shareholders’  value under  a  disposal scenario,  where  deferred  tax,
financial instruments and certain other adjustments are calculated to the full extent of
their liability, net of any resulting tax.

 

                                               31 March 31 March

                                                   2025     2024

Group                                              £000     £000
                                                                
IFRS NAV                                        423,466  411,820
Fair value of fixed rate debt below book value   16,754   16,926
Deferred tax                                          -        -
                                                                
EPRA NDV                                        440,220  428,746
 
                                                440,850  440,850
Number of shares in issue (thousands)
EPRA NDV per share (p)                             99.9     97.3

 

At 31 March 2025  the Company’s gross  debt included in the  balance sheet at  amortised
cost was £175.0m (2024: £179.0m) and its  fair value is considered to be £158.2m  (2024:
£160.4m). This  fair  value  has  been calculated  based  on  prevailing  mark-to-market
valuations provided  by the  Company’s lenders,  and excludes  ‘break’ costs  chargeable
should the Company settle loans ahead of their contractual expiry.

 

EPRA NIY and EPRA ‘topped-up’ NIY

 

EPRA NIY represents annualised rental income based on cash rents passing at the  balance
sheet date, less non-recoverable  property operating expenses,  divided by the  property
valuation plus estimated purchaser’s costs.  The  EPRA ‘topped-up’ NIY is calculated  by
making an adjustment to the EPRA NIY in  respect of the expiration of rent free  periods
(or other  unexpired  lease incentives  such  as  discounted rent  periods  and  stepped
rents).  These  measures offer  comparability between  the rent  generating capacity  of
portfolios.

 

                                                           31 March 31 March

                                                               2025     2024

Group                                                          £000     £000
                                                                            
Investment property 37  30                                  594,364  589,122
Allowance for estimated purchasers’ costs 38  31             38,634   38,293
                                                                            
Gross-up property portfolio valuation                       632,998  627,415
                                                                            

Annualised cash passing rental income 39  32                 41,135   41,732
Property outgoings 40  33                                   (2,122)  (1,931)
                                                                            
Annualised net rental income                                 39,013   39,801
                                                                            
Impact of expiry of current lease incentives 41  34           2,780    1,408
                                                                            
Annualised net rental income on expiry of lease incentives   41,793   41,209
                                                                            

EPRA NIY                                                       6.2%     6.3%
                                                                            

EPRA ‘topped-up’ NIY                                           6.6%     6.6%

 

EPRA vacancy rate

 

EPRA vacancy rate is the  ERV of vacant space  as a percentage of  the ERV of the  whole
property portfolio and offers  insight into the additional  rent generating capacity  of
the portfolio.

                                                             31 March 31 March

                                                                 2025     2024

Group                                                            £000     £000
                                                                              
Annualised potential rental value of vacant premises            4,467    4,743
Annualised potential rental value for the property portfolio   50,194   48,976
                                                                              

EPRA vacancy rate                                                8.9%     9.7%

 

EPRA cost ratios

 

EPRA cost ratios reflect overheads and operating  costs as a percentage of gross  rental
income and indicate how effectively costs are controlled in comparison to other property
investment companies.

                                                                   Year ended Year ended

                                                                     31 March   31 March

                                                                         2025       2024

Group                                                                    £000       £000
                                                                                        
Directly incurred operating expenses and other expenses, excluding     10,290     9,306*
depreciation
Ground rent costs                                                        (38)       (38)
                                                                                        
EPRA costs (including direct vacancy costs)                            10,252      9,268
                                                                                        
Property void costs                                                   (1,806)    (1,807)
                                                                                        
EPRA costs (excluding direct vacancy costs)                             8,446      7,461
                                                                                        
Gross rental income                                                    42,828     42,194
Ground rent costs                                                        (38)       (38)
                                                                                        
Rental income net of ground rent costs                                 42,790     42,156
                                                                                        
EPRA cost ratio (including direct vacancy costs)                        24.0%      22.0%
 
                                                                        19.7%      17.7%
EPRA cost ratio (excluding direct vacancy costs)

 

*depreciation was not deducted from total expenses in the prior year calculation.

EPRA LTV

 

An alternative measure of  gearing including all payables  and receivables.  This  ratio
indicates whether the Company is complying  with its investment objective to target  25%
loan-to-value in the medium-term to balance enhancing shareholder returns without facing
excessive financial risk.

                            Year ended Year ended

                              31 March   31 March

                                  2025       2024

Group                             £000       £000
                                                 
Gross borrowings               175,000    179,000
Trade and other receivables      5,201      3,330
Trade and other payables       (8,550)    (8,083)
Deferred income                (8,181)    (7,361)
Cash                            10,118      9,714
Restricted cash                (2,188)    (2,502)
                                                 
Net borrowings                 171,400    174,098
                                                 

Investment property and PV     598,172    589,122
                                                 

EPRA LTV                         28.7%      29.6%

 

EPRA capital expenditure

 

Capital expenditure incurred on the Company’s  property portfolio during the year.  This
ratio offers insight  into the proportion  of cash deployment  relating to  acquisitions
compared to the like-for-like portfolio.

 

                          31 March 31 March

                              2025     2024

Group                         £000     £000
                                           
Acquisitions                     -        -
Development                  4,843    3,567
Like-for-like portfolio      2,000   13,467
                                           
                                           

Total capital expenditure    6,843   17,034

 

EPRA like-for-like annual rent

 

Like-for-like rental  growth  of  the  property portfolio  by  sector  which  offers  an
alternative view on the ‘run-rate’ of revenues at the year end.

                                        31 March 2025
                                                                          
                               Retail warehouse
                    Industrial                  Retail Other Office  Total
                                           £000
Group                     £000                    £000  £000   £000   £000
                                                                          
Like-for-like rent      17,688            9,711  3,270 6,310  5,351 42,330
Acquired properties          -                -      -     -      -      -
Sold properties            390                -      -     -    108    498
                                                                          
                                                                          

                        18,078            9,711  3,270 6,310  5,459 42,828

 

                                            31 March 2024
                                                                          
                               Retail warehouse
                    Industrial                  Retail Other Office  Total  
                                           £000
Group                     £000                    £000  £000   £000   £000
                                                                            
Like-for-like rent      16,357            3,679  9,785 5,807  5,415 41,043  
Acquired properties          -                -      -     -      -      -  
Sold properties            918               14      -    28    191  1,151  
                                                                            
                                                                          
                                                                            
                        17,275            3,693  9,785 5,835  5,606 42,194
                                                                            

 

Investment policy

 

 

The Company's investment objective is to  provide Shareholders with an attractive  level
of income together with the potential for capital growth from investing in a diversified
portfolio of commercial real estate properties in the UK.

 

The Company's investment policy is:

 

 a. To invest  in a  diversified  portfolio of  UK  commercial real  estate  principally
    characterised by smaller, regional, core/core-plus properties that provide  enhanced
    income returns.  Core  real estate  generally  offers  the lowest  risk  and  target
    returns, requiring little asset management and  fully let on long leases.  Core-plus
    real estate generally  offers low  to moderate  risk and  target returns,  typically
    high-quality and  well-occupied  properties  but  also  providing  asset  management
    opportunities.
 b. The property portfolio  should not exceed  a maximum weighting  to any one  property
    sector, or to any geographic region, of greater than 50%.
 c. To focus on areas with high residual values, strong local economies and an imbalance
    between supply and demand. Within these locations the objective is to acquire modern
    buildings or those that are considered fit for purpose by occupiers.
 d. No one tenant or property should account for more than 10% of the total rent roll of
    the Company's portfolio at the time of purchase, except:

i. in the case of a single tenant which  is a governmental body or department for  which
   no percentage limit to proportion of the total rent roll shall apply; or
ii. in the case of a single  tenant rated by Dun &  Bradstreet with a credit risk  score
    higher than 2, in which case the exposure to such single tenant may not exceed 5% of
    the total rent roll (a risk score of 2 represents “lower than average risk”).

 e. The Company  will not  undertake speculative  development (that  is, development  of
    property which  has not  been  leased or  pre-leased),  save for  redevelopment  and
    refurbishment of existing holdings, but may invest in forward funding agreements  or
    forward commitments  (these being,  arrangements by  which the  Company may  acquire
    pre-development land  under  a  structure  designed  to  provide  the  Company  with
    investment rather than development risk)  of pre-let developments where the  Company
    intends  to   own  the   completed  development.   Substantial  redevelopments   and
    refurbishments of existing properties which  expose the Company to development  risk
    would not exceed 10% of the Company’s gross assets.
 f. For the avoidance of doubt,  the Company is committed  to seeking further growth  in
    the Company,  which  may  involve  strategic  property  portfolio  acquisitions  and
    corporate consolidation, such transactions potentially including public and  private
    companies, holding companies and special purpose vehicles.
 g. The Company may use gearing, including to fund the acquisition of property and  cash
    flow requirements, provided  that the maximum  gearing shall not  exceed 35% of  the
    aggregate market  value  of  all the  properties  of  the Company  at  the  time  of
    borrowing. Over the medium-term the Company is expected to target borrowings of  25%
    of the aggregate market value  of all the properties of  the Company at the time  of
    borrowing.
 h. The Company reserves  the right  to use efficient  portfolio management  techniques,
    such as  interest  rate  hedging  and  credit  default  swaps,  to  mitigate  market
    volatility.
 i. Uninvested cash or surplus capital  or assets may be  invested on a temporary  basis
    in:

(i) cash or cash equivalents, money market instruments, bonds, commercial paper or other
debt obligations with banks or other counterparties having a single-A (or equivalent) or
higher credit rating as determined by an internationally recognised rating agency; or

   (ii) any "government and public  securities" as defined for  the purposes of the  FCA
rules.

 j. Gearing, calculated as borrowings as a  percentage of the aggregate market value  of
    all the properties of the  Company and its subsidiaries, may  not exceed 35% at  the
    time such borrowings are incurred.

 

Glossary of terms

 

                                 Explanation
Term
                                  
                                 The AIC Code  addresses the  Principles and  Provisions
                                 set out in the UK Corporate Governance Code, as well as
2019  AIC  Corporate  Governance setting out additional provisions on issues that are of
Code  for  Investment  Companies specific relevance  to  the Company  and  provide  more
(AIC Code)                       relevant information to shareholders.

                                  
                                 External  investment  manager   with  appropriate   FCA
Alternative   Investment    Fund permissions to manage an ‘alternative investment fund’
Manager (AIFM)
                                  
Alternative performance measures
(APMs)                           Assess Company performance alongside IFRS measures

 
Building Research  Establishment
Environmental Assessment  Method A set of assessment methods and tools designed to  help
(BREEAM)                         understand and  mitigate the  environmental impacts  of
                                 developments
 
                                 A project  focused on  carbon risk  assessment for  the
                                 European real  estate industry’s  push to  decarbonise,
                                 building a  methodology  to  empirically  quantify  the
                                 different scenarios and  their impact  on the  investor
                                 portfolios and  identify which  properties will  be  at
Carbon Risk Real Estate  Monitor risk of stranding due to  the expected increase in  the
(CRREM)                          stringent  building  codes,   regulation,  and   carbon
                                 prices. It also enables an  analysis of the effects  of
                                 refurbishing single  properties  on  the  total  carbon
                                 performance of a company

                                  
                                 Generally understood  to  offer  the  lowest  risk  and
Core real estate                 target returns, requiring  little asset management  and
                                 fully let on long leases.
 
                                  
                                 Generally understood to offer low-to-moderate risk  and
Core-plus real estate            target    returns,    typically    high-quality     and
                                 well-occupied  properties  but  also  providing   asset
                                 management opportunities.

                                  
                                 EPRA earnings divided  by dividends  paid and  approved
Dividend cover                   for the year

                                  
Earnings per share (EPS)
                                 Net profit/(loss) divided by number of shares in issue
 
                                 Required certificate whenever a property is built, sold
                                 or rented. An EPC gives a property an energy efficiency
                                 rating from A (most efficient) to G (least  efficient).
Energy  performance  certificate An EPC contains information  about a property’s  energy
(EPC)                            use and typical energy costs, and recommendations about
                                 how to reduce energy use and save money

                                  
                                 Profit  after  tax,  excluding  net  loss  on  property
                                 portfolio, divided by weighted average number of shares
EPRA earnings per share          in issue

                                  
                                 ERV of occupied space as a percentage of the ERV of the
EPRA occupancy                   whole property portfolio

                                  
                                 EPRA  BPR  and  sBPR  facilitate  comparison  with  the
                                 Company’s peers  through  consistent reporting  of  key
EPRA    (Sustainability)    Best real  estate  specific  and  environmental  performance
Practice Recommendations  (BPR), measures
(sBPR)
                                  

                                  
                                 Annualised cash rents  at the  year-end date,  adjusted
                                 for the  expiration  of  lease  incentives  (rent  free
                                 periods or other  lease incentives  such as  discounted
                                 rent periods and  stepped rents), less  non-recoverable
EPRA topped-up net initial yield vacant property  operating  expenses  and  ground  rent
                                 costs, divided  by  property valuation  plus  estimated
                                 purchaser’s costs

                                  
                                 The external valuers’ opinion  of the open market  rent
                                 which, on the  date of valuation,  could reasonably  be
Estimated rental value (ERV)     expected to be obtained on a new letting or rent review
                                 of a property

                                  
                                 Weighted  average  of  annualised  cash  rents  at  the
                                 year-end date and  ERV, less estimated  non-recoverable
Equivalent yield                 property  operating  expenses,   divided  by   property
                                 valuation plus estimated purchaser’s costs

                                  
                                 Unbiased, probability-weighted amount of doubtful  debt
                                 provision, using reasonable and supportable information
Expected credit loss (ECL)       that is available without undue  cost or effort at  the
                                 reporting date

                                  
                                 GRESB independently  benchmarks  ESG  data  to  provide
Global        Real        Estate financial markets  with actionable  insights, ESG  data
Sustainability Benchmark (GRESB) and benchmarks

                                  
                                 Gasses in the  earth’s atmosphere which  trap heat  and
Greenhouse gas (GHG)             lead directly to climate change

                                  
                                 Tenants  with  strong  credit  ratings  and   financial
Institutional grade tenants      stability, with a  proven track record  which are  more
                                 highly sought after by institutional investors
Investment management  agreement The Investment  Manager  is  engaged under  an  IMA  to
(IMA)                            manage the  Company’s assets,  subject to  the  overall
                                 supervision of the Directors
 
                                 Published,   FCA   approved   policy   that    contains
                                 information about the policies  which the Company  will
                                 follow   relating    to    asset    allocation,    risk
Investment policy                diversification, and gearing, and that includes maximum
                                 exposures.  This is a requirement of Listing Rule 15

                                  
                                 The Company’s environmental and performance targets are
                                 measured by  KPIs  which  provide a  strategic  way  to
Key performance indicator (KPI)  assess its success towards achieving its objectives

                                  
                                 Comparisons adjusted to exclude  assets bought or  sold
Like-for-like                    during the current or prior year

                                  
Market Abuse Regulation (MAR)    Regulations to which the Company’s code for  directors’
                                 share dealings is aligned
 
Minimum    Energy     Efficiency
Standards (MEES)                 MEES regulations set a minimum energy efficiency  level
                                 for rented properties.
 
                                 Equity attributable to owners of the Company
Net asset value (NAV)
                                  
                                 The movement in EPRA Net Tangible Assets per share plus
                                 the dividend  paid during  the  period expressed  as  a
NAV per share total return       percentage of the EPRA net tangible assets per share at
                                 the beginning of the period

                                  
                                 Gross borrowings less cash (excluding restricted cash),
Net  gearing   /   loan-to-value divided by property portfolio and solar panel value
(LTV)
                                  
                                 Annualised cash rents  at the  year-end date,  adjusted
                                 for the  expiration  of lease  incentives,  divided  by
Net initial yield (NIY)          property valuation plus estimated purchaser’s costs

                                  
                                 Annualised cash rents  at the  year-end date,  adjusted
                                 for the expiration of lease incentives, less  estimated
Net rental income                non-recoverable property  operating expenses  including
                                 void costs and net service charge expenses

                                  
                                 NAV adjusted  to  reflect  the fair  value  of  trading
                                 properties and  derivatives  and  to  exclude  deferred
Net tangible assets (NTA)        taxation on revaluations

                                  
                                 Expenses  (excluding  operating   expenses  of   rental
                                 property  recharged  to  tenants)  divided  by  average
Ongoing charges ratio (OCR)      quarterly NAV, representing the Annual running costs of
                                 the Company

                                  
                                 Annualised cash rents  at the  year-end date,  adjusted
Passing rent                     for the expiration of lease incentives

                                  
                                 A property company which qualifies for and has  elected
                                 into a tax regime which is exempt from corporation  tax
Real  Estate  Investment   Trust on profits from property  rental income and UK  capital
(REIT)                           gains on the sale of investment properties

                                  
                                 Variable rate loan  which can be  drawn down or  repaid
Revolving credit facility (RCF)  periodically during the term of the facility

                                  
                                 Expected future increase in rents once reset to  market
Reversionary potential           rate

                                  
                                 Share price  movement including  dividends paid  during
Share price total return         the year

                                  
Sterling Overnight Index Average
(SONIA)                          Base rate  payable  on variable  rate  bank  borrowings
                                 before the bank’s margin
 
                                 SECR requirements aim to put green credentials into the
Streamlined  Energy  and  Carbon public  domain  and  help  organisations  achieve   the
Report (SECR)                    benefits of environmental reporting

                                  
                                 The total  loan  interest  cost  per  annum,  based  on
Weighted average  cost of  drawn prevailing rates on variable rate debt, divided by  the
debt facilities                  total debt in issue

                                  
Weighted average unexpired lease
term to  first break  or  expiry Average unexpired  lease  term  across  the  investment
(WAULT)                          portfolio weighted by contracted rent

 

 

Distribution of the Annual Report and accounts to members

 

The financial information  set out  above does  not constitute  the Company's  statutory
accounts for the years ended 31 March 2025 or 2024, but is derived from those  accounts.
Statutory accounts for 2024 have been delivered to the Registrar of Companies and  those
for 2025 will be delivered following the Company's AGM.  The auditor has reported on the
2025 accounts: their report was  unqualified, did not draw  attention to any matters  by
way of emphasis  and did  not contain  statements under   42 s498(2) or   43 (3) of  the
Companies Act 2006.  The Annual  Report and accounts will  be posted to shareholders  in
due course, and will be available on our website (custodianreit.com) and for  inspection
by the public at the  Company’s registered office address:  1 New Walk Place,  Leicester
LE1 6RU during normal business hours on  any weekday.  Further copies will be  available
on request.

 

                                        - Ends -

════════════════════════════════════════════════════════════════════════════════════════

 44  1  Comprising unrealised gains on investment property and solar panels (included
within property, plant and equipment).

 45  2  Latest external valuation prior to the disposal offer being reflected in
subsequent valuations.

 46  3  The European Public Real Estate Association (“EPRA”).

 47  4  Profit after tax, excluding depreciation and net revaluation gains on investment
property, divided by weighted average number of shares in issue.

 48  5  Profit after tax divided by weighted average number of shares in issue.

 49  6  Dividends paid and approved for the year.

 50  7  Profit after tax, excluding depreciation and net gains on investment property,
divided by dividends paid and approved for the year.

 51  8  Net Asset Value (“NAV”) movement including dividends paid during the year on
shares in issue at 31 March 2024.

 52  9  Share price movement including dividends paid during the year.

 53  10  EPRA net tangible assets (“NTA”) does not differ from the Company’s IFRS NAV or
EPRA NAV.

 54  11  Gross borrowings less cash (excluding restricted cash) divided by investment
property portfolio and solar panel value.

 55  12  Expenses (excluding depreciation and operating expenses of rental property
recharged to tenants) divided by average quarterly NAV.

 56  13  Expenses (excluding depreciation and operating expenses of rental property)
divided by average quarterly NAV.

 57  14  Weighted by floor area. For properties in Scotland, English equivalent EPC
ratings have been obtained.

 58  15  A full version of the Company’s Investment Policy is shown in the Investment
Policy section of this Annual Report.

 59  16  ‘Core’ real estate is generally understood to offer the lowest risk and target
returns, requiring little asset management and fully let on long leases. Core-plus real
estate is generally understood to offer low-to-moderate risk and target returns,
typically high-quality and well-occupied properties but also providing asset management
opportunities.

 60  17  A risk score of two represents “lower than average risk”.

 61  18  EPRA topped-up net initial yield.

 62  19  Quarterly interim dividends totalling 5.875p per share (1.375p relating to the
prior year and 4.5p relating to the year) were paid on shares in issue throughout the
year.

 63  20  Annualised cash rents at the year-end date, adjusted for the expiration of
lease incentives, less estimated non-recoverable property operating expenses (excluding
letting and rent review fees), divided by property valuation plus estimated purchaser’s
costs.  Considered an APM.

 64  21  Source: Association of Investment Companies.

 65  22  Since this exemption, the Company’s Key Information Document has disclosed ‘the
costs that the Investment Manager takes for managing your investment’ as 0%, as annual
management charges are already deducted as an expense from reported earnings, with its
European MiFID Template disclosing the Company’s ‘ongoing costs’ as its OCR (excluding
direct property costs).

 66  23  Weighted average of annualised cash rents at the year-end date and ERV, less
estimated non-recoverable property operating expenses, divided by property valuation
plus estimated purchaser’s costs. Source: Knight Frank.

 67  24  2024 includes £11.0m of assets sold since the year end classified as
‘held-for-sale’.

 68  25  Current passing rent plus ERV of vacant properties.

 69  26  As defined by the Corporation Tax Act 2010.

 70  27  Electricity is being both imported by the tenant and exported to the grid.

 71  28  Source: Moody’s.

 72  29  Comprising investment property, assets held-for-sale and PV.

 73  30  Including assets held-for-sale.

 74  31  Assumed at 6.5% of investment property valuation.

 75  32  Annualised cash rents at the year date.

 76  33  Non-recoverable directly incurred operating expenses of vacant rental property
and ground rent costs.

 77  34  Adjustment for the expiration of lease incentives.

════════════════════════════════════════════════════════════════════════════════════════

Dissemination of a Regulatory Announcement that contains inside information in
accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

════════════════════════════════════════════════════════════════════════════════════════

   ISIN:           GB00BJFLFT45
   Category Code:  MSCH
   TIDM:           CREI
   LEI Code:       2138001BOD1J5XK1CX76
   OAM Categories: 1.1. Annual financial and audit reports
   Sequence No.:   392434
   EQS News ID:    2154014


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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