Final Results

PRESS RELEASE

SHAFTESBURY CAPITAL PLC ("THE COMPANY")

AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025

25 FEBRUARY 2026

DELIVERING SUSTAINED INCOME AND VALUE GROWTH

Ian Hawksworth, Chief Executive, commented:

"We are pleased to report another excellent year, delivering growth in rental income, earnings, dividends, property valuation and net tangible assets per share. Our West End estates continue to perform, with vibrant destinations supported by high occupancy, footfall and customer sales. Leasing demand remains strong, with 434 transactions completed during the year at 10 per cent ahead of December 2024 ERV. Portfolio valuations increased by 6.6 per cent and we enter 2026 with a strong leasing pipeline across our destinations.

The investment in Covent Garden by a leading global real estate investor, NBIM, further underlines the quality and long-term appeal of our portfolio. With enhanced liquidity and a strong balance sheet, we are well-positioned to pursue accretive opportunities and grow assets under management."

Highlights 

· EPRA NTA increased by 7.2 per cent to 214.7 pence per share delivering total accounting return of 9.1 per cent

· Portfolio valuation increased by 6.6 per cent like-for-like to £5.4 billion, supported by a 6.2 per cent like-for-like increase in ERV to £270 million

· Underlying earnings improved 12 per cent to 4.5 pence per share and dividends increased by 14 per cent to 4.0 pence per share

· 434 leasing transactions, representing £39 million of contracted rent, 10.3 per cent ahead of December 2024 ERV and 13.9 per cent ahead of previous passing rents

· High occupancy: 2.6 per cent of ERV available to let, with positive start to 2026 with strong footfall and customer sales

· Portfolio investment through £113.3 million of capital expenditure and acquisitions providing excellent asset management and rental growth opportunities 

· Completion of long-term partnership with Norges Bank Investment Management ("NBIM") in respect of the Covent Garden estate 

· Well-positioned for growth, expansion and investment with a strong balance sheet, access to significant liquidity and low leverage

Presentation of information

The property level information set out within the annual results, including valuation and rental data, reflects the portfolio under management at 100 per cent. Further information on the Group share, reflecting the Covent Garden estate at 75 per cent ownership, following the long-term partnership with NBIM, is set out on page 48. The Group financial statements are prepared under IFRS whereby the Group fully consolidates the Covent Garden estate, reporting NBIM's 25 per cent interest in Covent Garden as a non-controlling interest.

Key financials

1. Refer to note 3 'Performance Measures'.

2. Refer to note 10 'Property Portfolio'

1. Refer to the 'Consolidated Income Statement'.

2. Refer to note 3 'Performance Measures'

3. Refer to note 9 'Dividends'

Refer to Glossary of terms.

Enquiries:

Media enquiries:

A presentation to analysts and investors will take place today at 09:30am (UK time) at the offices of Peel Hunt LLP, 100 Liverpool Street, London, EC2M 2AT. The presentation will also be available to analysts and investors through a live audio call and webcast and after the event on the Group's website at www.shaftesburycapital.com.

A copy of this announcement is available for download from our website at www.shaftesburycapital.com.

About Shaftesbury Capital

Shaftesbury Capital PLC ("Shaftesbury Capital") is the leading central London mixed-use REIT and is a constituent of the FTSE-250 Index. Our property portfolio under management, valued at £5.4 billion, extends to 2.8 million square feet of lettable space across the most vibrant areas of London's West End. With a diverse mix of shops, restaurants, cafés, bars, residential apartments and offices, our destinations include the high footfall, thriving neighbourhoods of Covent Garden, Carnaby, Soho and Chinatown. Our properties are close to the main West End Underground stations and transport hubs for the Elizabeth Line. Shaftesbury Capital shares are listed on the London Stock Exchange ("LSE") (primary) and the Johannesburg Stock Exchange ("JSE") (secondary) and the A2X (secondary).

Our purpose

Investing to create thriving destinations in London's West End where people enjoy visiting, working, and living.

Our values

We have a set of values that are fundamental to our behaviour, decision making and the delivery both of our purpose and strategy: Act with integrity; Take a creative approach; Listen and collaborate; Take a responsible, long-term view; and Make a difference. 

CHIEF EXECUTIVE STATEMENT

Overview

We are pleased to report another excellent year with growth in rental income, earnings, dividends, property valuation and net tangible assets per share. Our West End estates are busy and vibrant, with high occupancy, footfall and customer sales. Our customers recognise the exceptional features of our actively managed portfolio which has broad appeal to domestic and international consumers. We start 2026 with a strong leasing pipeline and repositioning opportunities across the portfolio that support our long-term growth prospects.

The independent valuation of properties under management increased by 6.6 per cent, resulting in 14.5 pence increase in EPRA NTA per share to 214.7 pence per share. We continue to deliver rental income growth and cost efficiencies, resulting in a 12.2 per cent increase in underlying earnings and 14.3 per cent growth in dividends.

In April 2025, we established a long-term partnership with Norges Bank Investment Management ("NBIM") which acquired a 25 per cent non-controlling interest in the Covent Garden estate, in line with the December 2024 valuation. The partnership brings together two long-term investors with a shared confidence in and ambitions for the growth prospects of the Covent Garden estate and the West End.

With our strong performance, pipeline, balance sheet and liquidity position, we are well-positioned to deliver attractive total accounting returns.

Strength of demand for our unique West End portfolio

As one of the largest property owners in London's West End, we play an important role in shaping the area's long-term future. Our iconic portfolio provides world-class retail, food & beverage, office and residential space, supporting London's position as a leading global destination.

London's rich cultural offering, strong transport links, globally-recognised educational hub and innovative business environment continue to underpin its global appeal. The West End remains a thriving hub for culture, retail, dining, leisure and entertainment. With limited new supply and consistently high demand for prime space, the fundamentals of the West End market are supportive of sustainable long-term rental growth.

Leasing demand is strong, with prime West End locations widely regarded as an essential "shop window" for global brands. Our portfolio continues to benefit from active asset management and curation, ensuring our locations remain vibrant, distinctive and well-positioned to capture customer demand. Hotel occupancy in the West End remains high, while the Elizabeth Line continues to broaden catchment for visitors and workers alike.

There is significant growth potential and rental reversion across each of our locations. Footfall and sales continue to strengthen, reflecting consumer confidence and underpinning leasing activity. 2025 has been a positive year, with demand remaining resilient despite uncertainty arising from higher employment costs and ongoing geopolitical and macroeconomic volatility.

We have made significant progress and remain confident and excited about the prospects for each of our destinations. We are generating rental income growth through our asset management activities. The benefit of unifying the Covent Garden district including the Piazza and surrounding streets, together with Seven Dials, through leasing, asset management and marketing activities is clear. The changes implemented across Seven Dials over the past three years have delivered 32 per cent rental growth with continued leasing demand, reinforcing consumer interest in the wider Covent Garden area.

The evolution of Carnaby Street has moved forward, with 19 new concepts introduced this year, with brand and category selection designed to address the evolving needs of our customers and consumers. We have undertaken initial engagement on public realm enhancements, including streetscape, lighting and wayfinding, which are expected to commence later this year while carefully preserving Carnaby Street's distinctive character and heritage.

In Chinatown we are continuing to introduce more variety and new concepts to the area, increasing the pan-Asian offering at a range of price points, whilst preserving the character of the area. This is delivering good rental growth with ERVs up 18 per cent since 2022.

Active investment market

The West End investment market is very active for smaller lot sizes. Property yields are stable, with marginal yield compression observed across certain properties, supported by transactional evidence from a broad range of investors including in many cases owner-occupiers. There is now also enhanced appetite for larger lot sizes with lower interest rates contributing to improved liquidity conditions.

The formation of the long-term partnership on Covent Garden with NBIM, a leading global real estate investor, demonstrates the quality of our portfolio. Through partnering with private capital, we leveraged our operating expertise and assets, enhancing growth and expansion opportunities across our portfolio whilst strengthening our financial position and providing significant optionality to the Group.

We remain disciplined in our approach to capital allocation and continue to look at opportunities to expand selectively, adding to our growth prospects, ensuring that we deploy resources to enhance the overall portfolio and generate long-term value for shareholders. Over the past three years, Shaftesbury Capital has deployed £278 million of capital through acquisitions and capital expenditure and generated proceeds of £1 billion from disposals in line with valuation. We assess the merits of all capital decisions including investment in our portfolio and repositioning opportunities, accretive acquisitions, the disposal of non-strategic assets and the return of surplus capital to shareholders as appropriate.

We continue to deliver capital initiatives, particularly across Covent Garden and Carnaby | Soho. This year, we invested £113.3 million in our portfolio, comprising £33.1 million in capital expenditure and £80.2 million in targeted acquisitions. These acquisitions present attractive asset management opportunities with rental growth potential. We continue to invest where appropriate, with an encouraging pipeline of acquisition opportunities currently under review.

Significant growth in earnings, dividends and valuation

Our prime West End portfolio is anticipated to continue to deliver long-term sustained total returns. NTA increased by 7.2 per cent over the year to 214.7 pence per share. Annualised gross income increased by 5.3 per cent (like-for-like) to £215.0 million from leasing activity and asset management initiatives. ERV increased by 6.2 per cent (like-for-like) to £270.3 million, reflecting favourable supply-demand dynamics in our markets for high-quality real estate with only 2.6 per cent of portfolio ERV available to let. 434 leasing transactions completed during the year, 10.3 per cent ahead of December 2024 ERV and 13.9 per cent ahead of previous passing rents. Total property return for the year was 10.1 per cent, significantly ahead of the MSCI Total Return Index which recorded 7.1 per cent.

Cost savings continue to be identified and implemented across the business. Current initiatives include supplier consolidation across portfolio operations, such as security, cleaning, facility management and property management, which are anticipated to generate efficiencies and enhance customer service. Underlying administration costs were £33.3 million excluding the share award charge, reflecting an 8 per cent reduction relative to 2024. Underlying earnings increased by 12.2 per cent to £81.9 million, equivalent to 4.5 pence per share and the Board has proposed a final dividend of 2.1 pence per share taking the total dividend for the year to 4.0 pence per share, up 14.3 per cent over the year, reflecting the progression in underlying and cash earnings. Total accounting return for the year was 9.1 per cent.

We maintain a strong balance sheet with a focus on resilience, flexibility and efficiency. Net debt to EBITDA is 6.6 times, EPRA LTV is 17 per cent and the interest cover ratio is 4.0 times, with substantial headroom against debt covenants. The Group has access to significant liquidity ensuring it is well-positioned to act on market opportunities.

Prime portfolio positioned for long-term growth

Operational performance continues to be strong and there is a specific plan for each estate and the connections between them to deliver growth from the portfolio. With limited new supply and strong demand, the prospects for rental growth are positive, with leasing activity completed well ahead of previous passing rents and ERV. We are improving the quality of our offer via letting activity which enhances our customer mix.

Market rent (as represented by ERV) for the portfolio is 26 per cent higher than current passing rent, resulting in significant upside potential in rental income through leasing and asset management activity. The portfolio remains virtually full at 97 per cent occupancy. Based on our consumer data and experience, average spend and dwell time have the potential to be significantly higher in areas of our portfolio, with mix, category and brand selection designed to generate higher productivity which should support rental growth.

We place the customer at the heart of our business, delivering high-quality service, while creating vibrant, differentiated experiences for visitors, workers and residents. Our approach focuses on building and maintaining close customer relationships together with our partners. Customer retention remains a strength, underpinned by consistently high renewal rates and trusted partnerships with our customers. The scale and depth of the portfolio provide opportunities to support the growth of our customers with numerous examples of customers having upsized or expanded across the portfolio in recent years. This year we launched a Customer Satisfaction Survey which included customer interviews and was very well received. We have now rolled out our customer connection portal, allowing more frequent engagement.

Our marketing programme continues to focus on the consumer calendar, supporting footfall and sales prospects in our destinations. Our digital channels continue to grow, extending our reach and providing marketing opportunities with customers and partners. Activations and events provide further collaboration opportunities with brands across our portfolio providing ancillary revenue opportunities whilst benefiting stakeholders across the wider West End.

Commitment to environmental stewardship

Our Sustainability Strategy is founded in future-proofing our heritage buildings and creating sustainable and healthy places where people enjoy visiting, working and living. Throughout 2025, we continued to reduce the environmental impact of our operations. We have ambitious targets to decarbonise, reduce energy use and deliver positive environmental, social and economic impact.

We continue to work towards our aim to be a leader in sustainable heritage buildings and are proud to be included in the Financial Times list of Europe's Climate Leaders 2025. We are committed to meeting our 2030 carbon reduction targets and have reset our Net Zero Carbon target to 2040. We have already made great progress in reducing our carbon emissions and, working with our customers, will continue to decarbonise by replacing gas with electricity where practical to do so. As we look ahead, we will utilise technology and innovation to enhance our sustainability activities and work closely with customers and our stakeholders to deliver shared sustainability goals.

Our scale allows us to shape not only buildings, but also the spaces around them. We are working with local stakeholders to enhance the public realm across our destinations, making them greener and more enjoyable for everyone. Covent Garden's Henrietta Street public realm is currently being improved, with completion expected by the end of 2026, delivering wider, more accessible pavements and enhanced al fresco dining with greening. We are also undertaking early engagement on improvements to Carnaby Street to enhance the experience while preserving the area's unique character.

Active community engagement

As a responsible long-term investor, community engagement and collaboration are important to us. We recognise the importance of fostering relationships within the communities that help make our places thrive. Our community programme prioritises initiatives and charitable partnerships within Westminster and Camden, and includes financial contributions, provision of space and employee volunteering.

In 2025, we published our first Community Impact Report highlighting our contribution and the valuable work of community partners. In addition, we commenced our three-year community strategy, prioritising support for local people into employment as the area with the greatest potential to deliver lasting impact through partnerships across a range of charitable and community initiatives.

Our people, values and culture

Our people are one of our competitive strengths and critical to our success. We provide a collaborative environment where people are inspired to give their best and contribute to the Company's success. During the year, Shaftesbury Capital carried out a second employee survey, with a very high participation rate of 90 per cent and an overall engagement score of 84 per cent, ahead of the global benchmark. Overall, the employee feedback received was positive, reflecting strong levels of pride and commitment across the organisation. We thank our employees for taking part in the survey and for their commitment during the year.

We have a very experienced leadership team as well as a breadth of talent across the Group. At the end of the year, two valued colleagues, Michelle McGrath and Andrew Price, stepped down from the business and we thank them for their contribution over many years. Following this, a number of the senior leadership team have taken on greater responsibility in Asset Management, Leasing, Marketing and Investment reporting directly to the Chief Executive and Chief Financial Officer. 

We are proud to be named Britain's Most Admired Company 2025 in the Property / Residential & Commercial REITs sector which is an endorsement of our strategy and our people. We continue to invest in our people and have introduced a number of initiatives to support our colleagues, providing greater development opportunities.

Outlook

Our growth prospects are underpinned by strong fundamentals. The West End market has delivered attractive, predictable growth over the long-term with annualised rental growth of approximately 4 per cent. Our strategy is to deliver consistent, long-term rental growth generating attractive risk-adjusted returns, earnings and valuation progression. The West End market is characterised by consistently high occupancy, scarcity value and limited new supply. We continue to actively rotate capital into core locations and prime streets, supported by selective capital investment. Our forward-looking customer and consumer focus, including optimising use, category and brand mix, is designed to enhance productivity and value. There are benefits of scale through aggregation, improved public realm and greater use of data continue to support sustainable growth. These strong fundamentals and our active approach have enabled us to outperform.

Despite ongoing macroeconomic and geopolitical uncertainty, the West End continues to perform well, with high footfall, sales growth, limited vacancy and a strong leasing pipeline. The investment in Covent Garden by a leading global real estate investor, NBIM, underlines the quality of our portfolio. With enhanced liquidity and a strong balance sheet, we are well-positioned to pursue accretive opportunities and grow assets under management.

We are confident in delivering our medium-term target rental growth of 5 to 7 per cent, which, alongside stable yields, supports total property returns of 7 to 9 per cent and total accounting returns of 8 to 10 per cent per annum. Through active management of our prime West End portfolio and the strength of our operating platform, we are focused on sustained long-term growth in rental income, earnings, dividends and property valuation. 

Ian Hawksworth

Chief Executive

24 February 2026

OPERATING AND PORTFOLIO REVIEW

Overview

Shaftesbury Capital owns and manages an impossible-to-replicate portfolio that extends to 2.8 million square feet of lettable space across the most vibrant areas of London's West End. The Group's portfolio of adaptable mixed-use buildings provides diversified income streams with a long history of occupier demand exceeding availability of space. With a broad mix of shops, restaurants, cafés, bars, apartments and offices, our destinations include the high-footfall, thriving neighbourhoods of Covent Garden, Carnaby Street, Soho and Chinatown. Our properties are located at the heart of the West End's entertainment and cultural attractions, benefitting from excellent connectivity through close proximity to the main West End Underground and train stations together with transport hubs for the Elizabeth Line. These locations are characterised by high occupancy, low capital requirements and reliable, growing long-term cash flows.

Fundamentals supportive of rental growth

There is significant rental growth potential for each of our locations with embedded reversion in the portfolio of over 600 buildings. 434 leasing transactions completed during the year, 10.3 per cent ahead of December 2024 ERV, in turn delivering 6.2 per cent ERV growth over the year. Annualised gross income increased by 5.3 per cent (like-for-like) to £215 million. The valuation of the property portfolio under management increased by 6.6 per cent (like-for-like) to £5.4 billion.

· Market rent (as represented by ERV) for the portfolio is 26 per cent higher than current passing rent, resulting in significant upside potential in rental income through leasing and asset management activity. Customer sales in aggregate are approximately 30 per cent ahead of pre-pandemic levels, while retail ERVs are only marginally ahead of 2019 levels, both in nominal terms.

· Based on our consumer data and experience, average spend and dwell time have the potential to be significantly higher in areas of our portfolio, with our mix, category and brand selection designed to generate higher productivity which should be supportive of rental growth over time.

· With a weighted average term to lease expiry or break of five years, approximately 20 per cent of the portfolio ERV re-prices annually, providing consistent opportunities to capture rental uplifts and align leases with prevailing market rates.

Our approach and aggregated ownership of estates enables us to deliver rental growth whilst establishing new rental tones, the benefit of which is often compounded across nearby buildings. Our focus is on converting the portfolio's reversionary potential into contracted income and cash flow. Total reversion is £55.3 million, with approximately two-thirds represented by the retail and F&B portfolio. 2025 retail and F&B new leases and renewals transacted 22 per cent ahead of previous passing rents with a strong leasing pipeline.

Components of the reversion under management 1

1. Represents portfolio under management, at 100 per cent ownership.

Disciplined capital allocation

We continue to deliver a range of refurbishments demonstrating our ability to drive significant performance improvements, unlocking income and value through active asset management.

Our investment activity is focused on Covent Garden, Carnaby | Soho and Chinatown. We maintain a targeted approach and look for opportunities to expand, adding to our growth prospects. Ongoing asset management initiatives continue across Covent Garden and Carnaby | Soho in particular. During the year, £113.3 million has been invested in our portfolio, comprising £33.1 million in capital expenditure and £80.2 million (before costs) in targeted acquisitions in Covent Garden and Soho, presenting asset management opportunities with excellent rental growth prospects. The pipeline of acquisitions is encouraging, with a number of buildings currently under review. Three properties, including the last remaining Fitzrovia assets, have been disposed of during the year for gross proceeds of £12.4 million, in line with the 31 December 2024 valuation.

Capital commitments totalled £10.8 million as of 31 December 2025. On average, approximately 1 per cent of portfolio value is invested annually in refurbishment, asset management, and repositioning initiatives, including measures to improve energy performance.

Delivering valuation growth 

The valuation of the property portfolio under management increased by 6.6 per cent on a like-for-like basis to £5.4 billion, equivalent to approximately £1,962 per square foot on average (Dec 2024: £1,833 per square foot).

The valuation gain has been driven by leasing and asset management activity. Leasing activity was on average 10.3 per cent ahead of December 2024 ERV, resulting in an overall increase in portfolio ERV of 6.2 per cent (like-for-like) to £270.3 million (Dec 2024: £250.6 million). The equivalent yield moved inwards marginally by 2 basis points to 4.43 per cent, whilst the portfolio net initial yield is 3.6 per cent and topped-up net initial yield (allowing for the expiry of rent-free periods) is 3.9 per cent. The equivalent yield for the commercial portfolio (excluding residential) is 4.6 per cent. Total property return for the year was 10.1 per cent, outperforming the MSCI Total Return Index which recorded 7.1 per cent.

Prime West End property yields are stable, and certain properties have seen marginal yield compression, supported by occupational and investment transactional evidence demonstrating demand for high-quality, prime central London real estate, from both international and domestic investors. There is renewed appetite for larger lot sizes with lower interest rates contributing to improved liquidity conditions. There is also growing demand for London retail investments with owner-occupiers continuing to acquire. 

Retail properties, which represent 36 per cent of the portfolio, performed particularly strongly with ERVs up 8.1 per cent and valuations 10.4 per cent higher.

Covent Garden generated ERV growth of 5.6 per cent through leasing and asset management activity across the retail and food & beverage space, with 196 leasing transactions signed 9.6 per cent ahead of ERV. Across Carnaby | Soho, ERV growth was 7.5 per cent during the year, as a result of 164 new leases and renewals agreed 9.8 per cent ahead of ERV, primarily driven by retail lettings and asset management activity. During the year, 74 new leases and renewals were agreed in Chinatown, 13.9 per cent ahead of ERV. ERV growth in Chinatown was 5.5 per cent over the year, driven by food & beverage letting activity.

1. Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).

2. Excluding long-leasehold residential interests.

3. WAULT, floor area and unit count have not been adjusted and reflect 100 per cent of the portfolio.

1. Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).

2. Excluding long-leasehold residential interests.

3. WAULT, floor area and unit count have not been adjusted and reflect 100 per cent of the portfolio.

Independent valuations of the portfolio under management have been undertaken in accordance with Royal Institution of Chartered Surveyors guidelines by CBRE and Cushman & Wakefield. The valuations represent the aggregated value of predominantly freehold properties. There is no reflection of any premium or discount which some potential investors may ascribe to the comprehensive ownership of a combination of some, or all, parts of the portfolio.

Excellent leasing activity

The portfolio under management represents 2.8 million square feet of lettable space, comprising 1.7 million square feet of retail and food & beverage space together with 0.7 million square feet of offices and 659 residential apartments.

During the year, 434 leasing transactions were concluded with a combined rental value of £38.8 million, comprising:

· 149 commercial lettings and renewals: £27.9 million, 11.9 per cent ahead of 31 December 2024 ERV and 20.1 per cent ahead of previous passing rents; and

· 285 residential lettings: £10.9 million, 6.4 per cent ahead of 31 December 2024 ERV and 3.9 per cent ahead of previous passing rents

In addition, 56 commercial rent reviews with a rental value of £14.1 million were concluded on average 7.7 per cent ahead of previous passing rents.

Leasing transactions across the portfolio by use concluded during the year

Leasing transactions by destination concluded during the year

Retail (36 per cent of the property portfolio under management value)

Demand for West End retail is excellent, with brands placing considerable value on locations that combine high footfall, culture and a diverse consumer base. Scarcity continues to support rental tones with availability on many of our streets at or near record lows, driving competitive tension. Our districts benefit from a seven-days-a-week trading environment, supported by strong tourism levels. Trading conditions have been generally positive, with strong performance in luxury, premium, fashion and lifestyle categories. The portfolio now comprises over 400 shops with an average ERV of £137 per square foot, across a range of rental tones. Units continue to attract multiple interested parties and supporting uplifts in rents through new lettings and renewals. 

Our estates are attractive for both global brands entering or expanding in the UK and home-grown operators. During the year, there were 30 new retail openings across the portfolio, with customers continuing to choose our portfolio to expand their operations. There have been a number of successful openings across Covent Garden including Nespresso and Dolce & Gabbana. Leading performance brand Saucony opened on James Street joining Swatch, which relocated to a larger unit. Recent additions such as Matiere Premiere, Byredo and Parfums de Marly reinforced the district's appeal for lifestyle and experiential retail. A number of high-quality brands have been added to Seven Dials including luxury activewear brand Alo Yoga, Swedish outdoor specialist Thule and German lifestyle brand Kapten & Son, all of which have opened on Neal Street.

Soho and Carnaby Street continue to attract an exciting mix of brands, including Tala, Farm Rio and Pure Seoul. Luxury beauty brand Charlotte Tilbury has opened a brand-new store at the key entrance to Carnaby Street, following the success of its Covent Garden flagship. MAC Cosmetics has launched a new experience-led concept as part of a relocation on Carnaby Street, emulating the vibrancy of Soho's nightlife. US fashion brand Edikted will open its European debut store, its first location outside the US. Global beauty retailer Sephora has also taken space on Carnaby Street and is due to open later this year. French-Swedish menswear brand Ron Dorff will launch a new UK flagship store in Soho later this year, relocating from Covent Garden.

Reflecting demand during the year, 66 lettings and renewals were completed, securing a rental value of £13.1 million, at an average of 11.8 per cent above December 2024 ERV and 18.7 per cent ahead of previous passing rents.

A total of 20 retail rent reviews, with a rental value of £3.3 million, were concluded at an average uplift of 13.1 per cent on previous passing rents.

Food & beverage (33 per cent of the property portfolio under management value)

Our West End F&B portfolio welcomed 24 new dining concepts, reflecting the continued appeal of our districts to both independent operators and international entrants. The new arrivals span a range of cuisines, formats and price points, offering a wide variety of experiences across our predominantly pedestrian-centric destinations. The food & beverage portfolio extends to nearly 400 units. There were a small number of failures and sales moderated in certain restaurants in H1 2025; however trading levels improved in the second half, with particularly strong performance from bars and differentiated restaurants. Going out remains a priority for consumers with prime areas in demand. Health-conscious menus and wellness-led concepts continue to see strong consumer interest. Leasing demand has resulted in available space being filled quickly with just 0.5 per cent of the F&B portfolio available to let.

In Covent Garden, Harry's Bar opened a new Italian concept overlooking the Piazza, while Buvette, the celebrated gastrothèque by chef Jody Williams, will open in Neal's Yard this summer, offering a day-to-night dining concept. High-quality Italian dining concept, Burro, will open its first location in Floral Court in the coming months, with al fresco seating in the courtyard. Inception Group, the operator of unique hospitality concepts across London, will open a new flagship Mr Fogg's Tavern in the Market Building. The all-day dining offer has been supported by the arrivals of Qima Café, Copain, Hagen and St. JOHN Neal's Yard Bakery and Bar. Neal's Yard will welcome Kricket, and ADOH! has opened on Maiden Lane, led by the team behind the highly regarded Kolomba. The operators of Ergon House are set to open its Greek-inspired boutique hotel-and-dining experience on King Street later this year.

There continues to be strong performance from our Soho portfolio. Founder-led Soho restaurant Heard opened on Foubert's Place, alongside pizza and natural wine concept Ria's, joined by French-inspired restaurant and wine bar Marjorie's. Breadstall Pizza, which takes the best elements from both New York and Neapolitan-style pizzas, opened on Berwick Street. Northern Spanish-inspired ALTA opened in Kingly Court over two floors with an outdoor terrace and Soho icon The Shaston Arms relaunched under new management. Italian restaurant, Padella, signed to Kingly Street, a milestone for the brand as its first in the West End. Pioneering Indian restaurant, Darjeeling Express, will relocate from Kingly Court to a larger space on Rupert Street joining the likes of The Palomar and Speedboat Bar.

Chinatown continues to attract strong interest from operators looking to establish a presence in one of the West End's most distinctive, high-footfall dining destinations. Both local and international restaurateurs regard the district as a preferred location, benefiting from its high footfall, loyal customer base and unique cultural resonance. Interest in Chinatown, especially from new international entrants, is positive, with active demand from existing customers. Recent openings include Noodle & Beer, Sushinoya and Arome Bakery, each contributing to the area's expanding mix of pan-Asian cuisine and specialist bakery operators. Ning's Fresh Beef Hot Pot has joined Chinatown for what will be the brand's second location, serving authentic Cantonese cuisine. Chinatown London was at the centre of the Chinese New Year festivities, the largest celebration in the world outside of Asia, welcoming thousands of visitors over the 15-day celebration period.

During the year, 37 lettings and renewals were completed with a rental value of £8.7 million, 15.7 per cent ahead of December 2024 ERV and 27.3 per cent ahead of previous passing rents.

A total of 30 rent reviews, representing £10.5 million of rental value, were concluded at an average uplift of 6.1 per cent above previous passing rents.

Office (19 per cent of the property portfolio under management value)

Our prime West End office portfolio is well let, with customers continuing to prioritise high-quality, well-designed space in locations that support employee experience and productivity. Demand is increasingly centred around buildings that offer high-quality fit-outs, access to exceptional district amenities and strong sustainability credentials.

Our offices benefit from unparalleled connectivity, with short walking distances to busy West End stations including Covent Garden, Leicester Square, Charing Cross, Oxford Circus, Piccadilly Circus and Tottenham Court Road. Customers place high value on being located within vibrant mixed-use neighbourhoods, where retail, dining, culture and leisure are on the doorstep.

We continue to see customers relocating from other parts of central London as employers recognise the importance of location in attracting and retaining talent. Our Carnaby | Soho and Covent Garden offices have captured this demand, with lettings to occupiers in the financial, professional services and real estate sectors.

Our refurbishment strategy remains focused on delivering spaces that meet a broad spectrum of customer requirements - from larger floorplates to highly flexible, ready-to-occupy suites - ensuring we can accommodate both established organisations and fast-growing businesses. The range of options across our portfolio continues to support customer expansion and long-term retention. During the year, refurbishment of 23,000 square feet at The Floral, Covent Garden, rated BREEAM Excellent, completed and is fully occupied, together with new signings on King Street, Ganton Street and Carnaby Street, commanding rents of over £110 per square foot.

During the year, 46 office leasing transactions were completed with a rental value of £6.1 million, achieving 7.2 per cent ahead of December 2024 ERV and 11.1 per cent ahead of previous passing rents.

A total of six rent reviews, representing £0.3 million of rental value, were concluded at an uplift of 8.5 per cent above previous passing rents.

Residential (12 per cent of the property portfolio under management value)

The residential portfolio has performed well, with sustained leasing demand and high rates of renewal across our 659 apartments. Demand continues to be driven by the quality and character of our period buildings, which combine modern specification with the advantages of vibrant neighbourhoods and well-managed estates. These attributes remain highly valued by residents seeking convenience, connectivity and cultural proximity. Throughout the year we have seen competitive demand across all unit types, limited voids and short re-letting periods, reflecting the appeal of our homes and the continued strength of the central London rental market, with limited new supply supporting rental levels and occupancy. Investor sentiment towards the residential sector weakened in 2025, notwithstanding the continued rental growth, as regulatory uncertainty weighed on transaction volumes.

Looking ahead, our focus is on maintaining quality, improving energy efficiency and ensuring the residential portfolio continues to play a role in supporting our vibrant, mixed-use neighbourhoods. Across the year, 285 residential lettings and renewals were completed, generating a rental value of £10.9 million, averaging 6.4 per cent ahead of December 2024 ERVs and 3.9 per cent ahead of previous passing rents. At 31 December 2025, 0.7 per cent of the portfolio was available to let, demonstrating the depth of demand and the resilience of occupancy levels.

Creating unrivalled consumer experiences across our West End portfolio

Through carefully crafted events, targeted campaigns and memorable consumer moments, we enliven our vibrant, predominantly pedestrianised and traffic-calmed destinations, attracting visitors, building loyalty and driving repeat visits.

Our year-round, differentiated consumer experiences enhance key metrics including footfall, conversion and spend and, alongside strong customer partnerships, directly support long-term rental growth prospects.

Our digital platforms including social media, email newsletters and websites continue to see significant growth. During the year, our level of engagement and number of followers increased by 17.8 per cent in aggregate across all destinations. We have direct engagement with over 1.6 million consumers across our channels and in December 2025 launched a new consumer website for Covent Garden.

Our West End portfolio has welcomed a number of unique activations from global brands seeking a world-class destination to engage with both new and existing customers. For example, Chanel unveiled an experiential installation that reimagined skate culture through a luxury lens, celebrating a decade since opening their first ever beauty store in Covent Garden.

Carnaby Street celebrated the start to the Christmas season with the switch-on of the 'All Is Bright' festive lights, attracting thousands of visitors to the area. The lights were switched on by Charlotte Tilbury MBE, following the recent opening of a flagship store on Carnaby Street, marking a high-profile moment for the destination. In Covent Garden, Hollywood and West End actress Hayley Atwell switched on the Christmas lights alongside British stars of stage and screen. The "Theatre of Christmas" celebration honoured Covent Garden's theatrical heritage, in support of charity partner Acting For Others.

Chinatown once again played host to the annual Chinese New Year parade, the largest outside of Asia, welcoming thousands of visitors over the 15-day celebration period.

High occupancy

At 31 December 2025, EPRA vacancy (including units under offer) was 4.2 per cent of portfolio ERV (Dec 2024: 3.9 per cent); as summarised in the tables below, 1.6 per cent was under offer and 2.6 per cent was available-to-let.

Under offer

1. Includes nine units let on a temporary basis (ERV: £1.3 million) (Dec 2024: £1.5 million).

Available-to-let space

Refurbishment activity

Active asset management and refurbishment initiatives continue to realise income and value while enhancing environmental performance across the portfolio. £33.1 million was invested in capital expenditure in 2025. Refurbishment projects currently underway represent £11.3 million in ERV across 130,000 square foot equating to 4.2 per cent of total portfolio ERV, with delivery expected over the next 12-18 months.

Larger refurbishments include a retail scheme on Broadwick Street, mixed-use retail and office schemes on Floral Street and an important gateway site on Neal Street as well as an office-to-residential conversion on the upper parts of James Street, Covent Garden. Improvements to the Henrietta Street public realm are underway and are expected to be completed by the end of 2026. The works include widening the footway, creating a level surface to improve accessibility, and upgrading the surfacing to enhance the historic character. Public lighting will be improved while retaining the heritage-listed gas lamp columns. Clearer pedestrian routes and sightlines will help activate the street, alongside enhanced al fresco dining through the introduction of awnings and greening.

Under refurbishment

Lillie Square joint venture

Shaftesbury Capital owns 50 per cent of the Lillie Square joint venture, a residential estate and remaining development phases located in West London. Investor sentiment towards the residential sector weakened in 2025, as regulatory uncertainty weighed on transaction volumes. The property valuation of our 50 per cent share as at 31 December 2025 was £62.3 million, 4.6 (like-for-like) per cent below the 31 December 2024 valuation of £65.3 million. In addition, Shaftesbury Capital owns £1.9 million of other related assets adjacent to the Lillie Square estate. The joint venture has cash of £9.7 million (£4.9 million Shaftesbury Capital share). In total, 355 Phase 1 and 2 residential apartments have been sold.

Commitment to environmental stewardship

Sustainability is central to Shaftesbury Capital's values and long-term investment approach. Our approach to future-proofing our West End heritage buildings recognises their role as long-term carbon stores, prioritising low-carbon refurbishment while enhancing energy efficiency. We continue to deliver measurable improvements through a rolling programme of energy-efficient refurbishments, aligned with a Science Based Targets initiative (SBTi)-validated 2040 Net Zero Carbon target. New commercial refurbishments are designed to achieve a minimum EPC rating of B. As at December 2025, 94 per cent of our portfolio by ERV is rated EPC A to C, with 85 per cent of commercial EPCs rated A or B by ERV. We have enhanced our environmental data through increased coverage of meters. 2025 saw a 29 per cent annual decrease in our scope 1 and 2 carbon emissions, and a 7 per cent decrease in associated scope 3 emissions. We remain on track for our 2040 net zero carbon targets with a cumulative decrease in absolute greenhouse gas emissions of 54 per cent from our 2019 baseline year.

We participate in a range of external benchmarks and indices, providing independent recognition of our sustainability performance and identifying opportunities for improvement. In 2025, we maintained Gold Award status for our EPRA Sustainability disclosures, and achieved a CDP climate disclosure rating of B, an MSCI rating of BBB and a GRESB score of 66.

Active community investment

Shaftesbury Capital has a strong record of supporting the local community. We partner with a wide range of charitable and community initiatives across Westminster and Camden, focusing on local employment and community cohesion. In 2025, we implemented our three-year community strategy, which is centred on supporting local employment opportunities, the area where we can deliver the greatest long-term benefit. This year, our direct total community contribution was £1.1 million. Employee volunteering hours increased by 12 per cent from 2024. We have also introduced a measure to quantify the wider social value of our estate management initiatives, using the nationally recognised TOMs ("Themes, Outcomes, Measures") framework, totalling social value of £5.9 million for 2025.

Supporting local employment is a focus of our investment, which includes our partnership with the Department for Work & Pensions to launch Shaftesbury Capital Recruit, a free service supporting retail customers with recruitment. We also collaborated with industry peers to deliver a West End recruitment fair attended by more than 700 people. We support a range of community-led initiatives, working with partners to deliver employment and education programmes. Our impact extends beyond our buildings, and through thoughtful placemaking we continue to enhance the public realm across our portfolio, delivering pedestrianisation, streetscape improvements, greening, outdoor seating and measures to reduce traffic congestion and air pollution.

We have a Community Investment Forum ("CIF") comprising employees from across the business which is responsible for overseeing our programme of community investment. It enables us to review our community investments and consider applications for our community grants. We continue our support of culture and the arts, including the patronage of the Donmar Theatre in Seven Dials, as well as partnerships with the Society of London Theatres, British Fashion Council and London & Partners.

FINANCIAL REVIEW

2025 was a year of positive performance with growth in rental income, earnings, dividends, property valuation and net tangible assets per share. We are pleased to have introduced private capital through the formation of a long-term partnership on Covent Garden with the Norwegian sovereign wealth fund which highlights the fundamental value and attractiveness of our portfolio, and to have further strengthened our balance sheet through our financing activities and enhanced the Group's financial flexibility.

Total accounting return for the year was 9.1 per cent and a total property return of 10.1 per cent was achieved, representing 3 percentage points of outperformance against the MSCI UK property index. ERV increased by 6.2 per cent resulting in 6.6 per cent growth in the valuation of property under management on a like-for-like basis. Underlying earnings increased by 12.2 percent to £81.9 million and the dividend increased by 14.3 per cent for the year, reflecting the progression in underlying and cash earnings. The Group maintains a strong balance sheet with EPRA loan-to-value of 16.8 per cent and significant headroom against debt covenants. The Group has access to liquidity of £1.0 billion, positioning it to act on market opportunities.

On 1 April 2025, the Group completed the sale of a 25 per cent non-controlling interest in the Covent Garden estate to Norges Bank Investment Management ("NBIM"). The transaction valued the Covent Garden estate in line with its independent property valuation as at 31 December 2024 and generated gross cash proceeds of £574 million for the Group.

Presentation of information

The Group financial statements are prepared under IFRS whereby the Group fully consolidates the Covent Garden estate, with NBIM's 25 per cent interest in Covent Garden presented as a non-controlling interest.

Prior to the establishment of the Covent Garden partnership, the Group's focus was primarily on the wholly-owned portfolio with information presented on an IFRS basis. Following the sale of the 25 per cent non-controlling interest in the Covent Garden estate, management considers the business principally on a Group share basis with the non-controlling interest removed on a line-by-line basis. The key financial performance indicators are also presented on this basis. Results for the first quarter of the year reflect 100 per cent ownership of Covent Garden, whilst the remaining three quarters reflect a gross cash inflow of £574 million and the Group's 75 per cent ownership post-completion of the transaction.

The Group's share of joint ventures and associates continues to be viewed as a single line item. The Group holds a 50 per cent interest in the Lillie Square joint venture. Lillie Square is not considered to be a core part of the operations of the Group and therefore its results are not included on a Group share basis and are excluded from the calculation of underlying earnings. In the prior year the Group also held a 50 per cent interest in the Longmartin investment, which was sold to the partner in October 2024.

A summary income statement and balance sheet which reconcile the IFRS reported results to Group share are set out within the alternative performance and EPRA measures on page 46.

Financial highlights

We have delivered continued strong operational and financial performance across the Group. Activity levels remained consistently high, as evidenced by the vibrancy of our estates, footfall, customer sales, leasing volumes and the strong pipeline.

Underlying earnings increased by 12.2 per cent to £81.9 million, equivalent to 4.5 pence per share, driven primarily by higher net rental income, on a like-for-like basis, and cost efficiencies including lower net finance costs. The Group's cost ratio, which adjusts for the non-cash share award charge, has reduced to 33.1 per cent (Dec 2024: 36.2 per cent). The Directors have proposed a final dividend of 2.1 pence per share, which when combined with the interim dividend of 1.9 pence results in a total dividend for the year of 4.0 pence per share. This represents an increase of 14 per cent compared with the 3.5 pence per share dividend for 2024 (H1 2024: 1.7 pence; H2 2024: 1.8 pence).

Property assets under management have been independently valued at £5,407.1 million, reflecting 6.6 per cent like-for-like growth. ERV increased by 6.2 per cent (like-for-like) to £270.3 million and annualised gross income was up 5.3 per cent like-for-like to £215.0 million. The equivalent yield of the portfolio was 4.43 per cent, reflecting a marginal inward movement of 2 basis points since 31 December 2024.

During the year, £113.3 million was invested into asset acquisitions and capital expenditure across the portfolio and proceeds of £12.4 million were realised on the sale of three properties.

Overall EPRA NTA (net tangible assets) per share increased by 7.2 per cent from 200.2 pence to 214.7 pence. Combined with the 3.7 pence per share dividend paid to shareholders during the year, the total accounting return for the year was 9.1 per cent. Total shareholder return for the year was 18.6 per cent, reflecting dividends paid and the change in the share price from 125.5 pence to 144.5 pence per share. Total property return was 10.1 per cent, outperforming the 7.1 per cent return on the MSCI Total Return Index.

Net finance costs have been reduced by 28 per cent from £57.2 million to £41.4 million primarily due to the increase in interest income earned on the cash proceeds received from the sale of a non-controlling interest in Covent Garden. The proceeds were used in part to reduce gross debt by £242 million and are expected in due course to be used for the repayment of the £275 million of exchangeable bonds which are due to mature in March 2026.

The Group has a strong balance sheet with an EPRA loan-to-value ratio of 16.8 per cent (Dec 2024: 27.4 per cent) and net debt of £0.8 billion (Dec 2024: £1.4 billion). The ratio of net debt to EBITDA has been reduced from approximately 11 to under 7 times. There is substantial headroom against debt covenants and access to liquidity, including undrawn committed bank facilities of £675 million.

Alternative performance measures

As is usual practice in the real estate sector, alternative performance measures ("APMs") are presented for certain indicators, including earnings, earnings per share and EPRA net tangible assets, making adjustments set out by EPRA in its Best Practice Recommendations. These recommendations are designed to make the financial statements of public real estate companies more comparable across Europe, enhancing the transparency, comparability and coherence of the sector.

One of the key performance measures which the Group uses is underlying earnings. The underlying earnings measure reflects the underlying financial performance of the Group's West End property rental business, on a Group share basis, and is a relevant metric in determining dividends. The measure aligns with the main principles of EPRA earnings. EPRA earnings excludes valuation movements on the property portfolio, profit or loss on disposal of investment properties and investment in subsidiaries and associates, fair value changes of financial instruments, cost of early close out of debt and adjustments in relation to any other non-operating and exceptional items.

The non-operating and exceptional items adjusted for by the Group in the current and prior year include non-recurring corporate and transaction costs. These costs are considered non-recurring as they relate to significant transactions outside the ongoing operations of the Group. Other exceptional items adjusted for include the fair value movements of the option component of the exchangeable bond, and following the completion of the all-share merger in March 2023, the unwinding of the IFRS 3 fair value of debt.

In calculating underlying earnings, additional adjustments of £6.7 million (Dec 2024: £2.3 million) are made to EPRA earnings to exclude the financial performance of the Lillie Square joint venture, associated tax adjustments and the interest receivable on the loan issued to the joint venture by the Group. Lillie Square is not considered to be a core part of the operations of the Group and therefore its results are not included in underlying earnings.

Further details on APMs used and how they reconcile to IFRS are set out on page 46.

INCOME STATEMENT

Underlying earnings is a key measure used by the Group to assess performance. The numbers for 2025 presented below are on a Group share basis for the Covent Garden estate (reflecting the Group's 75 per cent ownership) and profits from associates (which relate to the prior year) are reflected as a single line item. Further details regarding underlying earnings are set out in note 3 'Performance measures'.

1. Numbers for 2025 are presented on a Group share basis.

Gross profit

1. Gross profit for 2025 is presented on a Group share basis.

Positive leasing and asset management activity across the portfolio has resulted in an increase in rent receivable, up 5.9 per cent on a like-for-like basis, adjusting for acquisitions and disposals, and for the sale of the 25 per cent interest in the Covent Garden estate, which took effect on 1 April 2025.

Cash collections have continued to be strong with limited customer administrations or anticipated failures in the year. Property costs have remained consistent on an IFRS basis, with inflationary pressures offset by operational efficiencies.

Gross profit attributable to the non-controlling interest for the nine-month period 1 April to 31 December 2025 was £16.6 million.

Other income

Following the 25 per cent investment by NBIM in the Covent Garden estate, the Group provides day-to-day asset management and property management services. Asset management fees, broadly reflecting the costs of managing the estate, are paid to the Group and together with other items, £3.0 million of income was recognised in the year in respect of the 9 months commencing on 1 April 2025.

Administration expenses

Underlying administration expenses of £41.0 million have been incurred during the year, reflecting ongoing efficiencies with an offsetting increase in non-cash share award charges (which were £4.6 million higher than in the prior year). Administration expenses now include a running cost of three years of share award charges for the first time since merger completion in 2023. In view of strong relative performance against the peer group on the TAR measure, expected vesting assumptions have been increased in relation to the 2023 awards. Adjusting for this, and reflecting the effect of ongoing efficiencies, cash administration costs were effectively eight per cent lower relative to 2024, and further cost savings are targeted over the next two years. 

£5.9 million (Dec 2024: £3.3 million) of non-recurring corporate and transaction related administration costs, which do not relate to the ongoing operations of the Group, have been incurred during the year.

The Group's cost ratio, which adjusts for the non-cash share award charge, has reduced to 33.1 per cent (Dec 2024: 36.2 per cent).

Net finance costs

The cash inflow from the transaction of £574 million brought net debt down significantly. Net finance costs have been reduced to £41.4 million (Dec 2024: £57.2 million). Finance costs of £61.6 million were incurred in the year with the average gross drawn debt balance of £1.4 billion, reducing to £1.2 billion at 31 December 2025.

Finance income of £20.2 million comprises £3.2 million in relation to interest rate hedging arrangements and £17.0 million interest on cash held on deposit.

The majority of the Group's debt is at fixed rates, and as at the year end, the Group had only £75 million of drawn debt at variable rates. Protection is currently in place in relation to the interest rate exposure on the Group's expected drawn variable rate debt until the end of 2026 through derivative contracts entered into in December 2025. These comprise interest rate caps for SONIA exposure at 3 per cent for notional value of £150 million in each of Covent Garden and the Group. It is expected that further interest rate hedging arrangements will be put into place in due course, as appropriate, in relation to variable rate exposure for future years.

In 2026, we will refinance or repay £400 million of maturing debt, comprising the exchangeable bonds and private placement loan notes; however based on current borrowing levels we are targeting finance costs to be broadly flat overall.

Profit from associates

In October 2024 the sale of our 50 per cent share in Longmartin investment was completed. Up until October 2024 the investment was presented as an associate with our share of the profit included in the underlying metrics.

Taxation

The Group continues to satisfy the requirements to qualify for REIT status. Therefore, as its income is derived substantially from qualifying property rental business activities within the REIT regime, the majority of its income is exempt from tax. There is a tax credit of £0.2 million in the year (2024: £0.3 million charge) arising in respect of an adjustment to the prior period tax charge relating to non-REIT activity.

Dividends

The Board has proposed a final dividend of 2.1 pence per share, bringing the total dividend to 4.0 pence per share (2024: 3.5 pence per share), reflecting progression in underlying earnings and cash generation. The dividend is to be paid wholly as a PID on 22 May 2026 to shareholders on the register at 24 April 2026.

SUMMARY BALANCE SHEET

The summary balance sheet below as at 31 December 2025 is presented on a Group share basis, excluding the 25 per cent non-controlling interest in the Covent Garden estate.

1. Includes £20.7 million (2024: £20.1 million) accounted for as owner-occupied property and £nil (2024: £9.8 million) accounted for as held for sale. The market value of the property portfolio under management is £5,407.1 million (2024: £4,973.5 million).

2. Net debt based on nominal value of debt drawn less cash, excluding tenant deposits of £11.6 million (2024: £14.2 million).

3. Number of shares excludes 128.4 million shares held in relation to the exchangeable bond and 3.1 million within an approved Employee Benefit Trust. Total shares in issuance, including these components, was 1,953.2 million shares.

IFRS net assets and EPRA NTA have increased by 7.2 per cent in the year, primarily due to the like-for-like increase in the valuation of the property portfolio. The non-controlling 25 per cent interest in the Covent Garden partnership is £613.9 million, having increased by £47.2 million since completion of the transaction in April 2025. £7.9 million of dividends were paid to NBIM during the year, representing 25 per cent of the Covent Garden dividends for the period April to September 2025.

Property portfolio

The carrying value of the portfolio under management, reflected at 100 per cent, as at 31 December 2025 is £5,358.0 million having increased from £4,929.0 million at 31 December 2024.

The independent market valuation of the portfolio of £5,407.1 million has increased by 6.6 per cent (like-for-like) since 31 December 2024 driven by ERV growth of 6.2 per cent (like-for-like) and the equivalent yield of 4.43 per cent (Dec 2024: 4.45 per cent).

£80.2 million (before costs) has been invested in targeted acquisitions in Covent Garden and Soho, presenting asset management opportunities with excellent rental growth prospects and the pipeline of acquisitions is encouraging, with a number of buildings currently under review.

Capital expenditure during the year was £33.1 million, predominantly relating to office refurbishments in Covent Garden.

The sale of three properties, including the last remaining Fitzrovia assets, was completed in the year for total proceeds of £12.4 million, in line with the 31 December 2024 valuation.

Debt and gearing

The Group maintains a strong financial position, with diversified sources of funding, a spread of debt maturities, significant headroom against debt covenants, access to liquidity, modest capital commitments, significant unencumbered asset value and interest rate hedging in place for 2026.

The Group's cash and undrawn committed facilities as at 31 December 2025 were £1,014.1 million (Dec 2024: £559.8 million). As at 31 December 2025, the Group had capital commitments of £8.9 million.

1. Numbers for 2025 are presented on a Group share basis.

2. Excludes tenant deposits of £11.6 million (Dec 2024: £14.2 million).

It is expected that £275 million of the cash and cash equivalents on balance sheet will be applied towards repayment of the exchangeable bonds upon maturity in March 2026.

The loan-to-value ("LTV") ratio and EPRA LTV at 31 December 2025 were 17 per cent. This is comfortably within the Group's limit of no more than 40 per cent. Net debt to EBITDA has been reduced from a multiple of approximately 11 to under 7 times.

1. Numbers for 2025 are presented on a Group share basis.

2. Taking account of interest on cash deposits and interest rate caps.

At 31 December 2025, Group net debt was £813.3 million having reduced significantly following the receipt of the £574 million of gross proceeds from the creation of the Covent Garden partnership with NBIM. Proceeds have been used to reduce drawn debt, with partial repayment of the Canada Life term loan (£67.4 million of the £135 million, which utilised approximately £42 million of the proceeds net of restricted cash), repayment of a £200 million term loan in October 2025 and in due course we are positioned for repayment of the £275 million of exchangeable bond due in March 2026. In the meantime, the remaining proceeds are held on deposit until deployed.

In October 2025, the Covent Garden partnership entered into a new five-year £300 million (£225 million at Group share) unsecured revolving credit facility which is undrawn.

The maturity of the Group's £150 million unsecured revolving credit facility was extended from December 2027 to December 2030 and the £300 million unsecured revolving credit facility from December 2028 to December 2029. The margins on these loans were reduced to better reflect market conditions and further strengthen the Group's position. The facilities are currently undrawn.

The weighted average cash cost of drawn debt is 3.6 per cent (Dec 2024: 4.0 per cent) which reduces to an effective cash cost of 3.4 per cent (Dec 2024: 3.7 per cent) taking into account interest income on cash deposits and the benefit of interest rate hedging. As maturing debt is repaid or refinanced (including the £275 million of exchangeable bond, which has a cash coupon of 2 per cent), based on current market interest rates, it is currently anticipated that the weighted average cost of debt will increase.

All of the Group's drawn debt is at fixed rates or currently has interest rate protection in place. £300 million of hedging (comprising £150 million at Group and £150 million in the Covent Garden partnership) has been entered into during the year and is in place until the end of 2026 which provides for a cap of 3.0 per cent on SONIA exposure.

Financing opportunities will continue to be reviewed over the coming year, taking advantage of the Group's attractive credit profile.

Cash flows

The overall balance of cash increased by £229.3 million to £339.1 million as at 31 December 2025. This is due largely to:

· Operating cash inflows of £104.0 million reflecting growing gross profit and continuing high levels of cash collection, partly offset by administrative and finance costs. The inflow is further reduced for the payment of non-underlying administrative costs, non-underlying transaction costs for property acquisitions and disposals and costs related to the sale of Covent Garden partnership.

· Investing cash outflows of £107.1 million, including £9.4 million of gross proceeds from the sale of three properties offset by £31.5 million capital expenditure and £85.1 million for property acquisitions (including acquisition costs). 

· The £267.4 million financing outflow reflects the net movement in facilities drawn and repaid in the year. In addition, £574 million of gross proceeds were received on completion of the long-term Covent Garden partnership. 

· Total dividends paid in the year excludes £4.7 million paid to a Group entity which holds 128.4 million shares in relation to the exchangeable bonds. Following the dividend threshold test, as set out in the exchangeable bond conditions, substantially all of the dividend was subsequently retained by the Group.

Going concern

Further information on the going concern assessment is set out in note 1 'Principal accounting policies'.

The Group has a strong balance sheet with EPRA loan-to-value of 16.8 per cent, Group interest cover of 4.0 times, and access to cash of £339.1 million and undrawn facilities of £675.0 million as at 31 December 2025. There remains sufficient liquidity and debt covenant headroom even in a "severe but plausible" downside scenario.

There continues to be a reasonable expectation that the Group will have adequate resources to meet both ongoing and future commitments for at least 12 months from the date of signing these financial statements. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the 2025 Annual Report.

Situl Jobanputra

Chief Financial Officer

24 February 2026

PRINCIPAL RISKS AND UNCERTAINTIES

Risk management

The Board has overall responsibility for Group risk management. It determines its risk appetite and reviews principal risks and uncertainties regularly, together with the actions taken to mitigate them. The Board has delegated responsibility for the review of the adequacy and effectiveness of the Group's internal controls framework to the Audit Committee.

Risk is a standing agenda item at management meetings. This gives rise to a more risk-aware culture and consistency in decision-making across the organisation in line with the corporate strategy and risk appetite. All corporate decision-making takes risk into account, in a measured way, while continuing to drive an entrepreneurial culture. The Executive Committee and senior management team are responsible for the day-to-day commercial and operational activity across the Group and are, therefore, responsible for the management of business risk.

The principal risks and uncertainties facing the Group are set out on the following pages with the potential impact and the mitigating actions and controls in place. These risks are reviewed and updated on a regular basis. The Group's approach to the management and mitigation of these risks is included in the 2025 Annual Report. The Board has confirmed that its risk appetite and key risk indicators remain appropriate.

Risk outlook and emerging risks

Looking ahead to 2026, there is a high degree of interconnectedness between macroeconomic conditions and the global geopolitical climate which could affect the Group's risk profile. While inflationary pressures and interest rates may show signs of improvement, shifts in trade policy, regional conflicts, regulatory changes, inflation, and capital market volatility could continue to influence investor sentiment, financing costs, occupational demand, travel patterns, consumer behaviour and real estate valuations.

Climate change, environmental regulation and sustainability expectations continue to represent an area of focus and potential risk. Failure to comply with evolving regulatory requirements or meet stakeholder expectations could result in financial, operational or reputational impacts. In addition, physical climate risks and the cost of adapting assets to meet environmental standards may increase over time, requiring ongoing investment and active management. The regulatory landscape also continues to evolve and bring additional challenges and costs of compliance.

The Group actively monitors emerging risks to identify and assess issues that could affect the delivery of its strategic objectives. These risks arise from evolving circumstances or trends which may develop rapidly and could have a significant impact on the Group's financial strength, competitive position or reputation, either over the next three years or in the longer term. At this stage, the likelihood and potential impact of such risks are often uncertain, and appropriate mitigation actions may not yet be fully developed.

The Group undertakes regular horizon-scanning to identify potential risks and emerging trends that may become significant in the future. The most relevant risks and opportunities identified through this process are assessed to determine their relevance and whether any additional actions are required. Prioritised emerging risks are then reviewed and validated by senior management to better understand their potential impact and to develop appropriate strategies to manage them. A non-exhaustive list of emerging risks is outlined below.

Emerging risks with a one to three-year time horizon include:

· UK fiscal and monetary policy and political uncertainty, alongside evolving geopolitical risks, impacting confidence, investment and occupier demand;

· Landlord, tenant and wider regulatory reform, including implementation of the Renters' Rights Act from 2026;

· Implementation of the Building Safety Act and evolving UK property valuation standards and practices;

· Planning and environmental policy changes affecting development feasibility, cost and timelines;

· Changes to residential rent controls; and

· Technology disruption (particularly the impact of AI) and associated cyber, fraud and business-model impacts across customer and operations.

Emerging risks with a longer-term horizon include:

· Shifts in social dynamics and demographics, including changes in how space is used, patterns of urbanisation, consumer spending and travel patterns;

· Evolving consumer preferences and behaviours;

· Long-term impacts of climate change;

· Influence of technological developments, including in areas such as digital currencies on consumer behaviour and payment practices; and

· Changes to property-related tax and regulatory changes.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The statement of Directors' responsibilities below has been prepared in connection with the Group's full Annual Report for the year ended 31 December 2025. Certain parts of the Annual Report have not been included in this announcement as set out in Note 1 to the condensed financial information.

The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Governance section of the Annual Report confirm that, to the best of their knowledge:

· the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;

· the Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

The responsibility statement was approved by the Board of Directors on 24 February 2026 and signed on its behalf by:

Ian Hawksworth

Chief Executive

24 February 2026

Situl Jobanputra

Chief Financial Officer

24 February 2026

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2025

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

CONSOLIDATED BALANCE SHEET

As at 31 December 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

1. Represents non-qualifying consideration received following previous share placings and the all-share merger with Shaftesbury PLC in March 2023. The amounts taken to the merger reserve do not currently meet the criteria for qualifying consideration and therefore will not form part of distributable reserves as they form part of linked transactions.

2. Other reserves represent own shares of £32.9 million and cash flow hedge reserve of £0.1m offset by a capital redemption reserve of £1.5 million. Own shares represent the nominal value of 128,350,793 shares issued to a controlled entity, of which 127,008,786 shares are held as collateral for the exchangeable bond, and 3,146,886 shares held by the Group's Employee Benefit Trust in respect of employee share awards.

3. Excludes £4.7 million paid to a controlled entity, Capco Investment London (No.7) Scottish Limited Partnership, in respect of 128,350,793 shares, of which 127,008,786 are held as collateral for the exchangeable bond. The entity has provided an undertaking not to exercise its voting rights in respect of such ordinary shares but has received its dividend, all of which was retained by the Group following calculation of the dividend threshold test as set out in the exchangeable bond conditions.

For year ended 31 December 2024

1. Represents non-qualifying consideration received following previous share placings and the all-share merger with Shaftesbury PLC completed in March 2023. The amounts taken to the merger reserve do not currently meet the criteria for qualifying consideration and therefore will not form part of distributable reserves as they form part of linked transactions.

2. Other reserves represent own shares of £32.9 million and cash flow hedge reserve of £0.2m offset by a capital redemption reserve of £1.5 million. Own shares represent the nominal value of 128,350,793 shares issued to a controlled entity, of which 127,008,786 are held as collateral for the exchangeable bond, and 3,146,886 shares held by the Group's Employee Benefit Trust in respect of employee share awards.

3. Excludes £4.3 million paid to a controlled entity, Capco Investment London (No.7) Scottish Limited Partnership, in respect of 128,350,793 shares, of which 127,008,786 are held as collateral for the exchangeable bond. The entity has provided an undertaking not to exercise its voting rights in respect of such ordinary shares but has received its dividend, all of which was retained by the Group following calculation of the dividend threshold test as set out in the exchangeable bond conditions.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2025

NOTES TO THE ACCOUNTS

1 PRINCIPAL ACCOUNTING POLICIES

General Information

Shaftesbury Capital PLC (the "Company") was incorporated and registered in England and Wales and domiciled in the United Kingdom on 3 February 2010 under the Companies Act 2006 as a public company limited by shares, registration number 7145051. The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity of the Company is to act as the ultimate parent company of Shaftesbury Capital PLC Group (the "Group"), whose principal activity is the investment and management of property.

The Group's assets principally comprise investment property within the West End of London, including Covent Garden, Carnaby, Soho and Chinatown.

Basis of preparation

The financial information set out in this announcement has been extracted from the Company's consolidated financial statements for the year ended 31 December 2025 and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The consolidated financial statements and this announcement were approved by the Board of Directors on 24 February 2026. The auditors have reported on the consolidated financial statements for the year ended 31 December 2025 under section 495 of the Companies Act 2006. The auditors' report is unqualified and does not contain a statement under section 498(2) or (3) of the Companies Act 2006. The Company's statutory financial statements for the year ended 31 December 2024 have been filed with the Registrar of Companies and those for the year ended 31 December 2025 will be filed following the Company's Annual General Meeting.

The Group's consolidated financial statements are prepared in accordance with United Kingdom-adopted international financial accounting standards ("UK-adopted IFRS" or "IFRS"), and the applicable legal requirements of the Companies Act 2006. While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of international accounting standards ("IAS") in conformity with the requirements of the Companies Act 2006 and UK-adopted IFRS and complies with the disclosure requirements of the Listing Rules of the UK Financial Conduct Authority, this announcement does not itself contain sufficient information to comply with IASs and IFRSs. The Group expects to publish full financial statements that comply with IFRS in March 2026.

The consolidated financial statements have been prepared on a going concern basis under the historical cost convention as modified for the revaluation of property and derivative financial instruments.

The accounting policies used by the Group in these consolidated financial statements are consistent with those applied in the Shaftesbury Capital financial statements for the year to 31 December 2024, as amended to reflect the adoption of new standards, amendments and interpretations which became effective in the year.

Going concern

The Directors have considered the appropriateness of adopting the going concern basis in preparing the consolidated financial statements. The Group's going concern assessment covers the period to 30 June 2027 (the "going concern period"), being at least 12 months from the date of authorisation of these consolidated financial statements.

Our West End portfolio continues to demonstrate its enduring appeal with positive trends in footfall and sales, high occupancy and overall leasing activity levels well ahead of ERV. Occupational demand across all uses is delivering rental income evaluation growth. While there continue to be macroeconomic uncertainties and geopolitical risks, our customers continue to recognise the exceptional features of London's West End.

There is significant headroom against debt covenants and access to significant liquidity.

In preparing the assessment of going concern, the Directors have considered projections of the Group's liquidity, committed capital expenditure, income, costs, cash flows and debt covenants.

The Directors have assessed a base case and a downside scenario (being a "severe but plausible" scenario).

As at year end, the Group had net debt of £0.8 billion, an EPRA LTV ratio of 17 per cent and Group interest cover of 4.0 times. The Group is projected to have sufficient cash reserves and undrawn facilities to meet debt maturities during the going concern period. Drawn debt is at fixed rates or currently has interest rate protection in place.

The Group's debt matures between March 2026 and 2037. Debt maturities during the going concern assessment period relate to the £275 million exchangeable bond, and £162.5 million of private placement loan notes, both of which can be repaid through existing cash resources or undrawn facilities of approximately £1.0 billion in both the base case and the downside scenario.

The Group's financial resources are expected to be sufficient to cover its commitments over the going concern period.

Relative to the Group's base case forecast, the downside scenario includes the following key assumptions:

Substantial reduction in forecast rental income due to a combination of extended voids and tenant failures;

Elevated interest rates in excess of current market expectations; and

Declines in rental values, along with a widening of valuation yields, resulting in reduced asset values. 

The near-term impact of climate change risks within the going concern period has been considered in the downside scenario and is expected to be immaterial.

Under the downside scenario, the Group is expected to remain in compliance with all financial covenants of its debt arrangements.

In addition to considering a downside scenario, the Board has undertaken reverse stress testing, which indicates that the Group could withstand a decrease of approximately 52 per cent in valuations and 49 per cent in income before breaching its debt financial covenants.

Based on their analysis, the Directors are satisfied that there is a reasonable expectation that the Group will be able to meet its ongoing and future commitments for at least 12 months from the date of approval of the consolidated financial statements and have therefore resolved that the Group's consolidated financial statements be prepared on a going concern basis.

Critical accounting judgments and key sources of estimation and uncertainty

The preparation of consolidated financial statements in accordance with IFRS requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, income and expenses from sources not readily apparent. Although these estimates and assumptions are based on management's best knowledge of the amount, historical experiences and other factors, actual results ultimately may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period.

The most significant area of estimation uncertainty is in respect of the valuation of the property portfolio where external valuations are obtained.

The fair value of the Group's investment and trading property (trading property included within the Lillie Square joint venture) at 31 December 2025 was determined by independent, appropriately qualified external valuers CBRE and Cushman & Wakefield for the property portfolio under management, and JLL for the Lillie Square joint venture. The valuations conform to the Royal Institution of Chartered Surveyors ("RICS") Valuation Professional Standards.

As various inputs used in the valuation calculations are based on assumptions, property valuations are inherently subjective and subject to a degree of estimation uncertainty. The Group's external valuers have made a number of assumptions including, but not limited to, market yields, ERVs and void periods. These assumptions are in accordance with the RICS Valuation Professional Standards, however, if any prove to be incorrect, it may mean that the value of the Group's properties differs from their valuation reported in the financial statements, which could have a material effect on the Group's financial position. The key unobservable inputs used in the valuation models are those in respect of equivalent yields and ERV, which are summarised within note 10 'Property portfolio' and additional information is provided on page 54. Further information on the approach taken by the valuers in valuing the property portfolio and a sensitivity analysis on equivalent yields and ERV, which are the most significant assumptions impacting the fair values, is set out in note 10 'Property portfolio'.

Other areas of judgement and estimation in the financial statements (which are not considered critical) include accounting for non-controlling interest, REIT compliance, the impairment of and expected credit loss allowance on trade receivables and share-based payments

New accounting policies

In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the International Accounting Standards Board that are effective for annual periods that begin on or after 1 January 2025.

IAS 21 'The Effects of Changes in Foreign Exchange Rates' (amendment) (Lack of Exchangeability).

The adoption of the above amendment has not had a material impact on the amounts reported in the consolidated financial statements or on the disclosures.

At the date of approval of the consolidated financial statements the following new accounting standards and amendments to accounting standards were in issue but are not yet effective. These new standards and amendments have not been applied in these consolidated financial statements.

· IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' (amendment) (Classification and Measurement of Financial Instruments);

· IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' (amendment) (Contracts Referencing Nature-dependent Electricity);

· IFRS 18 'Presentation and Disclosure in Financial Statements' (new standard).

The amendments to IFRS 9 and IFRS 7 are effective for annual periods beginning on or after 1 January 2026. The Group has assessed the impact of these amendments and does not anticipate any material impact on the consolidated financial statements.

IFRS 18 is effective for annual periods beginning on or after 1 January 2027. The Group is assessing the impact of this new standard and the Group's financial reporting will be presented in accordance with this standard from 1 January 2027, in line with requirements.

Subsidiaries

Subsidiaries are fully consolidated from the date on which the Group has control, it is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over an entity. Subsidiaries cease to be consolidated from the date this control is lost.

Non-controlling interests are recognised on the basis of their proportionate share in the recognised amounts of a subsidiary's identifiable net assets. On the balance sheet, non-controlling interests are presented separately from the equity of the owners of the Parent. Profit or loss and total comprehensive income for the period attributable to non-controlling interests are presented separately in the income statement and the statement of comprehensive income.

2 SEGMENTAL REPORTING

The Group's operating segments are established on the basis of information evaluated and regularly reviewed in decisions on how to allocate resources and assess performance by the chief operating decision maker ("CODM"). IFRS 8 requires operating segments to be reported in a manner consistent with the internal financial reporting reviewed by the CODM. The Group has determined the CODM to be the Executive Committee.

The principal activity of the Group is the investment in property to earn income and generate long-term capital returns. The Group operates primarily within the West End of London.

The performance of the Group is assessed based on the key performance indicators, which are the IFRS, EPRA and underlying performance measures.

Following completion of the long-term partnership with NBIM on 1 April 2025, the Group has reassessed the way it evaluates performance. Effective from 1 April 2025, reporting on the performance of the Covent Garden segment is presented separately to the CODM. As such the Covent Garden segment has become a separate reporting segment from 1 April 2025 with prior year comparatives presented by segment.

For the remainder of the portfolio there has been no change in the way information is reported to the CODM. The allocation of funding and management of overheads and financing continues to be determined at an overall Group level as the Group continues to look to maximise the potential from investment opportunities across the whole of the portfolio and investment opportunities continue to be assessed on a building-by-building basis.

The CODM reviews information on a segmental basis for gross profit and market value of property portfolio only. No other assets or liabilities are monitored by segment.

Gross profit

1. Revenue and costs exclude service charge income and expenses of £22.6 million (31 December 2024: £22.1 million).

Market value of property portfolio

1. Refer to note 10 'Property portfolio' for a reconciliation to carrying value of property portfolio per the consolidated balance sheet.

3 PERFORMANCE MEASURES

The Group has applied the European Securities and Markets Authority guidelines on alternative performance measures ("APMs") in these annual results. An APM is a financial measure of historical or future financial performance, position or cash flow of the Group which is not a measure defined or specified in IFRS. Details of all APMs used by the Group are set out in the APM section on page 46.

As is usual practice in the sector, the Group presents APMs for certain indicators, including earnings, earnings per share and net tangible assets, making adjustments as set out by EPRA in its Best Practice Recommendations. These recommendations are designed to make the financial statements of public real estate companies more comparable across Europe, enhancing the transparency, comparability and coherence of the sector.

A summary of the number of shares, on a basic and diluted basis, in issue at year end, and on a weighted average basis for the year, is set out in the table below:

Number of shares

1. Includes 127,008,786 shares held as collateral for the exchangeable bond.

2. Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share.

3. Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings and net assets per share.

Earnings per share - IFRS

Headline earnings per share

Headline earnings per share is calculated in accordance with Circular 1/2023 issued by the South African Institute of Chartered Accountants, a requirement of the Group's Johannesburg Stock Exchange secondary listing. This measure is not a requirement of IFRS.

1. Excludes gain on revaluation of investment property attributable to non-controlling interest of £35.7 million (31 December 2024: nil).

One of the key performance measures which the Group uses is underlying earnings. The underlying earnings measure reflects the underlying financial performance of the Group's West End property rental business and is used for the calculation of dividends. The measure aligns with the main principles of EPRA earnings. EPRA earnings excludes valuation movements and profit or loss on disposal of investment properties, fair value changes of financial instruments, cost of early close out of debt, certain allowable non-operating and exceptional items and the amounts allocated to non-controlling interest in respect of these.

The non-operating and exceptional items adjusted for by the Group in the current and prior year include non-recurring corporate and transaction costs. These costs are considered non-recurring as they relate to significant transactions outside the ongoing operations of the Group. Other exceptional items adjusted for include the fair value movements of the option component of the exchangeable bond, and following the completion of the all-share merger in March 2023, the unwinding of the IFRS 3 fair value of debt.

In calculating underlying earnings in both years, additional adjustments are made to exclude the financial performance of the Lillie Square joint venture, associated tax adjustments and the interest receivable on the loan issued to the joint venture by the Group. Lillie Square is not considered to be a core part of the operations of the Group and therefore its results are not included in underlying earnings.

Earnings per share - EPRA and Underlying

1. Excludes gain on revaluation of investment property attributable to non-controlling interest of £37.5 million (31 December 2024: nil).

2. Other exceptional finance items consists of £4.9 million (31 December 2024: £6.1 million) IFRS 3 fair value of debt unwind, exceptional legal fees and non-underlying finance income of £0.5 million (31 December 2024: £0.3 million offset).

3. The Lillie Square joint venture is not considered part of the core underlying business of the Group and therefore its results are excluded from underlying earnings. The adjustment includes £3.8 million (31 December 2024: £3.8 million) interest receivable by the Group on the interest-bearing loans issued to the joint venture and £2.9 million (31 December 2024: £1.5 million offset) of adjustments made to EPRA earnings for profit on sale and transfer of trading property, loss on revaluation of investment property and write down of trading property.

Net assets per share

1. IFRS total equity attributable to owners of the Parent of 214.6 pence per share (31 December 2024: 200.4 pence per share).

2. Adjustment to remove the exchangeable bond option fair value and include the exchangeable bond liability at nominal value of £275 million.

3. Excludes the fair value of exchangeable bond option component included under derivative liabilities.

4 GROSS PROFIT

All revenue has been generated from operations within the United Kingdom.

5 ADMINISTRATION EXPENSES

1. Non-underlying administration expenses relate to non-recurring corporate and transaction-related costs.

6 FINANCE INCOME

7 FINANCE COSTS

1. On 30 November 2020 the Group issued £275 million of secured exchangeable bond maturing in March 2026. The net proceeds received from the issue of the exchangeable bond have been split between the financial liability element and an option component. The debt component is accounted for at amortised cost and, after taking into account transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (£5.5 million) represents the cash coupon on the bond.

2. Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-recurring costs and do not represent the underlying performance of the business. These finance charges include £4.9 million (31 December 2024: £5.5 million) IFRS 3 fair value of debt unwind, £2.7 million (31 December 2024: nil) accelerated fair value unwind and £2.1 million (31 December 2024: £1.0 million) costs associated with early close out of debt and exceptional legal fees.

8 TAXATION

As a UK REIT, the Group is exempt from UK corporation tax on income and gains from qualifying activities. Non-qualifying activities are subject to UK corporation tax.

9 DIVIDENDS