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SPECIALISTS IN UK
SUPPLY CHAIN
REAL ESTATE
Annual Report 2025
Low res
Our Manager
Our Manager, Tritax Management LLP, specialises in investing in
mission-critical supply chain real estate, which is aligned with the
structural trends shaping the economy. It has deep expertise in the
sector, built up over more than 25 years, and provides a full service
tothe Company. TheManager creates additional value through its
proactive and entrepreneurial approach, enabling it to identify and
pursue new opportunities.
SPECIALISTS
IN UK SUPPLY CHAIN
REAL ESTATE
We are the UK’s largest listed investor in high-quality supply chain real estate and
we also control the UK’s largest logistics-focused land platform for development.
We are ideally placed to capture the opportunities created by the long-term structural
growth in UK logistics and data centres, driven by changes in the way we live and work
and our clients’ focus on optimising supply chains, increasing efficiencies and improving
sustainability performance.
Strategic report
1 Highlights
2 At a glance
4 Investment case
6 Our growth drivers
12 Chair’s Statement
16 Our Strategy
17 Our Business Model
18 Our Manager – Tritax Management LLP
20 Client Requirements and Proposition
22 Portfolio – Investment
24 Portfolio – Development
26 Markets and Trends
28 Manager’s Report
40 Financial Review
46 Manager’s Q&A
48 Key Performance Indicators
50 EPRA Performance Measures
52 ESG
57 Task Force on Climate-related Financial
Disclosures (TCFD) Statement
62 Streamlined Energy and Carbon
Reporting (SECR)
63 Stakeholder Engagement and Section 172
66 Principal Risks and Uncertainties
71 Going Concern and Viability Statement
Governance
72 Chair’s Governance Overview
74 Board of Directors
76 Key Representatives of the Manager
78 Governance at a Glance
79 Key Activities in 2025
80 Application of the AIC Code
82 Board Leadership and
Company Purpose
86 Stakeholder Engagement
88 Division of Responsibilities
92 Nomination Committee Report
96 Audit, Risk and Internal Control
98 Audit and Risk Committee Report
102 Management Engagement
Committee Report
105 Directors’ Remuneration Report
108 Directors’ Report
110 Directors’ Responsibilities
Financial statements
111 Independent Auditor’s Report
118 Group Statement of
Comprehensive Income
119 Group Statement of Financial Position
120 Group Statement of Changes in Equity
121 Group Cash Flow Statement
122 Notes to the Consolidated Accounts
144 Company Statement of
Financial Position
145 Company Statement of
Changes in Equity
146 Notes to the Company Accounts
154 Notes to the EPRA and Other Key
Performance Indicators (Unaudited)
159 Five-year Summary
161 Glossary of Terms
165 Company Information
166 Cautionary Statement
Operational Highlights
Operating profit
1
£281.6m +6.1%
(2024: £265.3m)
Adjusted earnings
2
A
£223.8m +11.0%
(2024: £201.7m)
Adjusted earnings per share (EPS,
A
excluding additional DMA income)
3
8.38p +4.1%
(2024: 8.05p)
Dividend per share (DPS)
8.00p +4.4%
(20 24: 7.66p)
Total Accounting Return
A
5.5% (3.5)pts
(2024: 9.0%)
IFRS earnings per share
14.39p (26.8)%
(2024: 19.67p)
Contracted annual rent roll
A
£360.9m +15.1%
(2024: £313.5m)
EPRA Net Tangible Assets
A
(NTA) per share
187.76p +1.2%
(2024: 185.56p)
EPRA cost ratio
4
(excluding
A
vacancy costs)
12.4% (0.2)pts
(2024: 12.6%)
Portfolio value
5
£7.89bn +20.5%
(2024: £6.55bn)
Loan to value (LTV)
A
33.2% +4.4pts
(2024: 28.8%)
IFRS net asset value per share
187. 22p +1.7%
(2024: 18 4.12p)
A
– Alternative Performance Measure
1. Operating profit before changes in fair value and other adjustments.
2. See Note 15 to the financial statements forreconciliation.
3. The anticipated run rate for development management income is
£3.0–5.0 million per annum over the medium term. We classify income
above this as “additional” development management income, which
canbe highly variable over time. We therefore present a calculation of
Adjusted EPS that excludes additional development management
income. £15.5 million of development management income is included
inthe 8.87 pence Adjusted EPS in 2025. In 2024, £23 million of
development management income was included in the 8.91 pence.
Adjusted earnings per share becomes 8.38p (2024: 8.05p) when
excluding additional development managementincome.
4. This measure was added in for the first time in 2023 as it is believed to
bea key measure to enable meaningful measurement of the changes
inacompany’s operating costs.
5. The portfolio value includes the Group’s investment assets and
development assets, land assets held at cost, the Group’s share of joint
venture assets and other propertyassets.
This report provides alternative performance measures (APMs) which are
not defined or specified under the requirements of International Financial
Reporting Standards. We believe these APMs provide readers with
important additional information on our business. Further explanation of
APMs and why we use them is set out in the notes to the EPRA and other
key performance indicators.
Estimated rental value (ERV) growth
4.0%
like-for-like ERV growth, supporting
valuation growth (2024: 5.4%).
Record logistics portfolio rentalreversion
28.0%
£101.1 million of portfolio rental reversion
and vacancy, of which 73.1% has the
potential to be captured by 2028.
Asset disposals
£415.5 million
£266.6 million of non-strategic assets
and£148.9 million of logistics assets
exchanged or sold.
Financial Highlights
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
1
Strategic priorities
Our clear strategic priorities frame how weareoptimisingperformance
> See page 16
Market and trends
Enduring positive structural drivers support the occupier market, which has constrained supply of modern best-in-class real estate
At a glance
SPECIALISTS
IN UK SUPPLY CHAIN
REAL ESTATE
We are specialists in UK supply chain real estate, providing millions of square feet of high-
quality, sustainable logistics real estate space each year. We proactively manage our 600+
lettable units – from urban logistics to big boxes – using our sector specialism and deep
market insights to stay ahead of trends and meet our clients’ evolving needs. Our approach
is proactive and hands-on, focused on leaving positive long-term legacies.
Shifting consumer behaviour Evolving supply chain Drive for sustainability
How we create value
> See pages 26 and 27
Navigating our strategic framework
As outlined below, our purpose frames our commitment to being a sustainable business and how we deliver value for stakeholders
Our purpose
Creating critical infrastructure to accommodate the future
Business model
Our differentiated approach enables us to capture market opportunities and deliver performance for all ourstakeholders
Via our Strategy
with sustainability embedded
for the benefit of our multiple and diverse stakeholders
> See page 16
> See pages 63 to 65
> See pages 52 to 56
How we generate returns
Our competitive advantages
> See page 17
Our portfolio Our relationships Our proactive approach
Growing the value we create How we create value
High-quality assets Financial returns Societal impact
At yield on costs
of logistics
6-8%
And data centres at
9-11%
Investment portfolio
reversionary yield
c.6%
Developing high-quality assets
Compounding income
Adding value
Portfolio optimisation and recycling capital
Direct
and active
management
Insight driven
development
and innovation
High-quality
assets attracting
world-leading
companies
Client focused
and sustainability
led
Tritax Big Box REIT plc Annual Report 2025
2
Portfolio
Investment
Our investment portfolio, which we believe to be the highest
quality in the UK, underpins resilient and growing income which
inturn supports our progressive dividend.
Development
Our development portfolio provides brand new logistics real
estateassets at attractive return levels. Held via capital efficient
long-dated options, the land we control provides the potential
tomore than double our rental income.
Investment case
Tritax Big Box is dedicated to
investing in and developing
high-quality logistics assets in
the UK. We offer investors a
sustainable blend of long-term
growing income and
capital growth.
Key performance indicators (KPIs)
The KPIs we use to track our strategic progress are:
1. Adjusted earnings per share
2. Dividend per share
3. Total expense ratio
4. Total Accounting Return (TAR)
5. EPRA Net Tangible Assets (NTA) per share
6. Loan to value (LTV) ratio
7. Weighted average unexpired lease term (WAULT)
8. Global Real Estate Sustainability Benchmark (GRESB) score
#1
UK’s largest logistics portfolio and development platform
c.49.1 million sq ft
High-quality logistics space under management
> See pages 22 and 23
> See pages 48 and 49
> See pages 24 and 25
600+
Lettable units across the UK
c.33.1 million sq ft
Potential new space through development of land portfolio
> See pages 4 and 5
Growth
Quality
Efficiency
Growing income
Progressive dividend
Capital appreciation
Active
management
& reversion
capture
Attractive
logistics
developments
Compelling
data centre
opportunities
Efficient
& agile
structure
Triple net
leases
Strong
balance
sheet
World
renowned
clients
Supportive
long-term
markets
Modern,
sustainable
assets
Potential to increase adjusted
earnings by
50%
by the end of 2030.*
* 50% growth potential by the end of FY30, with the baseline reference being the FY24 Adjusted earnings of £182.4 million. This should not be considered a profit
forecast but an ambition. It assumes no material deterioration in macroeconomic conditions, including inflation, interest rates and GDP growth; sustained
structural demand in key markets; investment markets remain open and ability to dispose of assets at or near book values. Excludes additional DMA income or
portfolio value movements.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
3
Investment case
POSITIONED FOR
MULTI-YEAR GROWTH
Tritax Big Box is dedicated to investing in and developing
high-quality logistics assets in the UK. We aim to offer investors
asustainable and attractiveblend of long-term income and
capital growth.
Our investment case is built on quality, efficiency and growth
> Read more about our growth pillars on pages 6 to 11
Growth
Quality Efficiency
Active
management
& reversion
capture
Attractive
logistics
developments
Compelling
data centre
opportunities
Efficient
& agile
structure
Triple net
leases
Strong
balance
sheet
World
renowned
clients
Supportive
long-term
markets
Modern,
sustainable
assets
Growing income
Progressive dividend
Capital appreciation
Tritax Big Box REIT plc Annual Report 2025
4
Growth
Our platform has three clear growth drivers, comprising the capture of the record
reversion within the portfolio, an attractive and capital efficient development platform
and the implementation of a “power-first” data centre pipeline.
“ Our investment case is founded
onaclear strategy, our
expertiseandafocus on quality,
efficiencyand growth, which
weconstantlyoptimise to
delivermulti‑year growth.”
Colin Godfrey
Chief Executive Officer
Quality
Our market-leading portfolio has high-quality, modern assets,
with strong sustainability performance, situated in mission-critical,
well-connected locations, let to renowned and ambitious
global companies.
This quality underpins the attractive and resilient income
characteristics of our portfolio.
Efficiency
A combination of our efficient external management structure
andtriple net leases ensures we efficiently convert rental
income intoearnings for Shareholders. Ourstructure also
allows us to be agile, adapting to changes in our market and
capturing opportunities and returns. This is all underpinned
bya strong and efficient balance sheet.
1 2 3
Capturing record
rental reversion and
adding value through
asset management
Developing out
ourattractive
logisticspipeline
Securing opportunities
in data centre
development which
provide the potential
for exceptional returns
> See pages 6 and 7 > See pages 8 and 9 > See pages 10 and 11
Potential to increase adjusted
earnings by
50%
by the end of 2030.*
* 50% growth potential by the end of FY30, with the baseline reference being the FY24 Adjusted earnings of £182.4 million. This should not be considered a profit
forecast but an ambition. It assumes no material deterioration in macroeconomic conditions, including inflation, interest rates and GDP growth; sustained
structural demand in key markets; investment markets remain open and ability to dispose of assets at or near book values. Excludes additional DMA income
orportfolio value movements.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
5
Our growth drivers
Capturing record rental reversion and adding value
through asset management
1
UNLOCKING
EMBEDDED
RENTAL GROWTH
Overview
Rental reversion is the difference between the rent we are
currently receiving from a property and the higher rent we believe
the property could achieve in today’s market.
Over time, rents across the UK logistics market have increased
significantly. Many of our buildings are let on long-term leases
agreed several years ago, at lower rent levels. As those leases are
reviewed, renewed or re-let, the rent can move closer to today’s
higher market levels. That uplift is known as rental reversion.
Rental reversion represents future income that is already
embedded within the portfolio. As leases reach review or expiry,
this income is realised, supporting earnings growth without the
need for additional development or acquisitions – i.e. requiring
little, if any, capital to capture.
A significant proportion of our rental growth is contractually
defined. The majority of the portfolio’s leases are subject to
annual or 5-yearly reviews, and include:
• open-market rent reviews;
• fixed uplifts; and
• inflation-linked increases.
These mechanisms provide high visibility over future rental
growth, with a large part of the uplift already written into existing
lease contracts.
We can also accelerate this growth by acquiring assets where
rents are materially below current market levels. These properties
come with embedded rental reversion, meaning they offer the
potential for income to grow as leases are reviewed or re-let.
By targeting acquisitions with higher levels of rental reversion, we:
• increase the amount of future income already “built in” to
theportfolio;
• shorten the time it takes to deliver earnings growth; and
• enhance long-term returns for Shareholders.
To unlock this opportunity, we have continued to invest in our
capabilities to develop a strong in-house asset management
platform,including growing the team through targeted recruitment.
Thisexpanded platform allows us to:
• proactively manage rent reviews and lease events;
• work closely with occupiers to secure re-gears and renewals; and
• efficiently manage a greater number of smaller, but highly
reversionary, assets.
This platform approach enables us to capture rental growth more
quickly and consistently across the portfolio. In addition, since the
acquisition of UKCM and the portfolio from Blackstone, the Group
has delivered a series of accretive asset management successes
– achieving uplifts at or above estimated rental values and setting
new benchmarks in key locations.
Our strategy focuses on capturing the significant rental reversion
across the portfolio, much of which is contractually defined. By
combining this with selective acquisitions of assets with strong
reversionary potential – and the asset management capability to
unlock it – we can deliver sustainable, visible income growth over time.
This approach, embedded in the Group’s DNA, is fundamental to
the ambition of growing adjusted earnings by 50% by 2030. The
deliberate, strategic decisions made over the company’s lifespan
have positioned Tritax Big Box as the UK’s leading logistics REIT,
with a portfolio that is both resilient and primed for further growth.
£101.1 million
Reversionary potential
73%
Potentially capturable within three years
New Look, Newcastle-under-Lyme
Tritax Big Box REIT plc Annual Report 2025
6
CASE STUDY
“ Several early asset management wins across the recently acquired
portfolio from Blackstone have reinforced our view that the reversion
potential within the enlarged portfolio is not only substantial, but
attainable over the short to medium term. With our expanded capability,
we are well placed to capture this reversion over the coming years and
translate it into meaningful, sustainable income growth for Tritax Big Box
Shareholders.”
Petrina Austin
Head of Asset Management
Progress on the assets acquired
from Blackstone
The acquisition of the £1.04 billion portfolio from
Blackstone features shorter lengths, accelerating the
opportunity to capture reversion. It has already delivered
clear evidence of its substantial and capturable reversion
potential. In the 10 weeks from completion to year end,
our expanded asset management team completed value
enhancing initiatives at five urban logistics assets across
the UK. This early activity not only demonstrates the
team’s proactive capability but also highlights the
geographic breadth and quality of the portfolio acquired.
These initiatives have collectively driven a meaningful
uplift in passing rent, validating our original investment
thesis and confirming that the reversion embedded
within the assets is both significant and realisable.
Theresults reinforce the strength of our strategy, the
depth of our team and the scale of opportunity that
thethese assets bring to the business.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
7
Developing out our attractive logistics pipeline
Our growth drivers continued
2
DEVELOPING MODERN
LOGISTICS FOR
THE FUTURE
Overview
Development is a fundamental pillar of Tritax Big Box’s growth
strategy, enabling the Group to deliver modern, sustainable
logistics assets that meet the evolving needs of occupiers and
underpin long-term income growth. Development creates tailored
assets optimised for our portfolio at a higher return point than
simply acquiring standing assets in the market. The development
platform is now the largest logistics-focused land portfolio in the
UK, curated over decades through disciplined site selection,
long-term land options, and deep relationships with landowners,
local authorities, and occupiers.
The team’s expertise spans the full development lifecycle,
fromland assembly and planning to construction and leasing.
Approximately 80% of the land bank is controlled via long-dated
options, providing capital efficiency and flexibility to time delivery
in line with market demand. Sites are selected based on strategic
connectivity, labour availability, power infrastructure and ESG
credentials, ensuring assets are future-proofed and attractive
toabroad range of occupiers.
The Group’s agile approach to capital deployment, rigorous
underwriting, and focus on stakeholder engagement underpin
atrack record of delivering superior risk-adjusted returns, at an
average 6–8% yield on cost and a current pipeline capable of
more than doubling the Group’s rental income.
The platform’s scale and flexibility have enabled the Group to
respond rapidly to market opportunities, scaling up or down as
appropriate to manage risk and enhance returns. The result is
an“evergreen” platform, capable of supporting multi-year growth
and delivering high-quality assets that reinforce the Company’s
market leadership.
£295 million
Potential income from the pipeline
6–8%
Targeted yield on cost
L’Oréal, Manchester
Tritax Big Box REIT plc Annual Report 2025
8
“ Our development platform is built on decades of
experience, deep relationships and disciplined site
selection using capital‑efficient land options. By
combining expertise, capital efficiency and agility,
we’re able to deliver the next generation of logistics
assets for our clients and drive long‑term value for
Tritax Big Box Shareholders.”
Charlie Withers
Development Director
Warburtons atBiggleswade
At Symmetry Park, Biggleswade, Tritax Big Box is delivering a
new 25-year pre-let distribution facility for Warburtons as part
ofits evolving national network. Warburtons selected the site
forits exceptional connectivity, resilient power infrastructure
and strong local workforce – factors that support flexibility,
resilience and long-term efficiency across its operations.
Working closely with the occupier, the Tritax team has designed
a building tailored to both immediate requirements and future
growth. This project forms a key component of the wider
multi-phase Biggleswade development, helping unlock further
opportunities across the remaining 66 acres.
“ Tritax Big Box has been a
great partner throughout the
project. They’ve listened
closely to what we need as
abusiness and they’ve really
worked with us to design a
facility that will deliver both
now and in the future.”
Jim Norton
Head of Distribution Network Transformation, Warburtons
CASE STUDY
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
9
Securing opportunities in data centre development
which provide thepotential for exceptional returns
POWERING
THE UK’S
DIGITAL FUTURE
Our growth drivers continued
Overview
The exponential growth in digital data, the rise of AI, and the
increasing importance of cloud infrastructure have driven
unprecedented demand for high-specification data centres,
particularly in key locations such as London and the South East.
However, acute constraints on power availability and planning
have created significant barriers to entry, resulting in a supply-
demand imbalance and attractive rental growth prospects.
Our “power-first” approach is a critical differentiator. By prioritising
the acquisition of grid connections and partnering with EDF
Renewables, the Group has secured a pipeline of over 1GW
ofpotential capacity, with the ability to deliver a range of data
centres on a pre-let basis. This model accelerates delivery,
reduces risk and enables the Group to capture premium yields
–targeting 9–11% on cost – while retaining flexibility to tailor
solutions to occupier requirements.
The strategy is underpinned by the Group’s established
development and asset management expertise, as well as
itsdisciplined approach to capital allocation. By leveraging
uniquecapabilities and partnerships created by the Manager,
Tritax Big Box is well positioned to capture exceptional risk-
adjusted returns from data centre development, supporting the
Group’s ambition to deliver sector-leading earnings growth and
further diversify its income streams.
1GW+
Pipeline of data centre opportunities
9–11%
Targeted yield on cost
3
CGI of Manor Farm, Slough
Tritax Big Box REIT plc Annual Report 2025
10
CASE STUDY
“ Managing risk while maximising returns is at the heart
of our power‑first and pre‑let data centre strategy.
Bysecuring power, partnering with EDF, and
committing capital only once planning and a pre‑let
are in place, we remove the long lead‑times and
uncertainties that constrain this market.
Ourdifferentiated approach enables us to deliver
resilient, future‑ready infrastructure on an
accelerated timeline, while ensuringattractive,
long‑term income forTritax Big Box Shareholders.”
Tim O’Reilly
Head of Strategic Power
Manor Farm, Heathrow
Tritax Big Box’s first data centre development at Manor Farm is
enabled by the Manager’s capabilities in power. Located in the
prime Slough availability zone – Europe’s most important data
centre cluster – the 107MW scheme combines secured grid
connections, adjacency to major fibre routes, and a unique
position between two transmission nodes. These attributes
enable the Company to deliver one of the UK’s largest data
centres far ahead of typical market timelines, supported by a
100MW battery storage facility to enhance resilience.
Working closely with prospective occupiers, the scheme is
being taken forward on a pre-let basis, ensuring risk is
mitigated before major capital is deployed. Manor Farm is the
first segment of the Company’s multi-site pipeline, opening up a
scalable but disciplined, multi-phase platform for future growth.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
11
Chair’s Statement
ENTERING 2026 WITH
STRONG MOMENTUM
We believe Big Box offers an attractive dividend yield today alongside a clear route
toc.50% earnings growth by the end of 2030, all supported by a resilient, high-quality
portfolio and a highly disciplined, low-risk approach to growth.
2025 was another transformational year for the Group, with the
acquisition of an exceptional £1.04 billion urban logistics weighted
portfolio and the launch of our innovative “power-first” data centre
strategy. The acquisition has given us a larger and more meaningful
urban exposure, adding high-quality buildings at affordable rents,
with the opportunity to capture substantial rental reversion,
leveraging the extensive asset management capabilities of Tritax
Management (“the Manager”). Our data centre pipeline, with a focus
on pre-let, “powered shell” data centres, has the potential to deliver
exceptional risk-adjusted returns and provides exposure for Tritax
Big Box Shareholders to one of the most compelling structural
growth opportunities in real estate.
The foundations of our business remain unchanged: Tritax Big Box
REIT plc is the largest investor in UK industrial logistics real estate
and controls the UK’s largest logistics-focused development
platform, together providing deep insight into its market. We own an
outstanding portfolio of modern, high-quality big box assets, in core
locations and with unmatched client covenants, which generate
resilient and growing income through the economic cycle. Our big
box clients are performing well, despite a challenging macro
backdrop, supported by our buildings which enable clients to
streamline their supply chains and improve their operational
efficiency. This low-risk core to our business enables us to take
modest and controlled levels of risk in our logistics and data centre
development programmes, to generate accretive risk-adjusted
returns which enhance our attractive and growing income and
dividends for Shareholders.
Three clear embedded growth drivers in
our business
The Group has embedded significant multi-year opportunities to
drive earnings, dividends and capital value growth, capitalising on
our investment, asset management, and development expertise
andmore recently power knowledge.
The three growth drivers, as outlined below, have the capacity to
increase our Adjusted earnings between FY24 and FY30 by 50%*
and in turn support dividend and capital value growth.
“ Over the past year, Tritax
BigBox has taken important
strategic steps that reinforce both
the capabilities of our platform
and our growth drivers.”
Aubrey Adams
Independent Chair
* 50% growth potential by the end of FY30, with the baseline reference being
the FY24 Adjusted earnings of £182.4 million. This should not be considered
a profit forecast but an ambition. It assumes no material deterioration in
macroeconomic conditions, including inflation, interest rates and GDP
growth; sustained structural demand in key markets; investment markets
remain open and ability to dispose of assets at or near book values.
Excludes additional DMA income or portfolio value movements.
Tritax Big Box REIT plc Annual Report 2025
12
1) Capturing record rental reversion and active
management
At the year end, the investment portfolio had an estimated rental
value of £462.0 million, 28% higher than the current contracted rent,
and equating to a net reversionary yield of 5.9%. Of this, we have the
opportunity to capture £73.9 million or 73% of the reversion over the
next three years.
The acquisition of a £1.04 billion portfolio from Blackstone has
added further significantly near-term opportunities to capture the
reversionary potential in the business. Blackstone had spent several
years assembling an outstanding selection of 32 urban logistics
assets and nine big boxes, which we have purchased materially
below their replacement cost and at an attractive entry price, given
the quality of the assets and their locations. This off-market
transaction features an innovative £20 million reversionary bridge
structure (see Financial Review for more detail), which accelerates
the capture of the 28% reversion across the acquired portfolio while
retaining the potential for additional performance through both ERV
growth and reducing vacancy.
We expect the transaction to generate mid-single-digit EPS
accretion in 2026 and enhanced returns well above our cost of
capital. Having part-funded the acquisition through equity issued at
a material premium to the share price at the date of the transaction,
we are pleased to welcome Blackstone as an 8.6% shareholder,
demonstrating its confidence in our business and our ability to drive
further value from the assets acquired.
2) Delivering best-in-class logistics assets from our
development platform
Our logistics development platform has the capacity to more than
double our rental income over the longer term and achieve a 6–8%
net yield on cost across the pipeline.
2025 was another busy year and, having secured one of the largest
pre-lets at the end of 2024, we had c.1.8 million sq ft of space under
construction at the year end, of which 53% is pre-let. Occupational
interest in our pipeline remains very encouraging, with c.£8.9 million
of rent in solicitors’ hands which we expect to convert in the early
part of 2026. We continue to see attractive upward pressure on our
expected yield on cost, as rental growth continues to outpace
construction cost increases and we benefit from previous
investment in infrastructure on more mature schemes.
3) Generating exceptional returns through data centre
development opportunities
We launched our innovative “power-first” data centre strategy in
2025 across which we expect to deliver a 9–11% net yield on cost,
and we are making excellent progress. Developed on a pre-let basis,
and with a preference for powered shell leases, the data centre
pipeline can deliver significant incremental capital value at each key
development stage – achieving planning, securing a pre-let and
upon practical completion - prior to delivering highly attractive
recurring income at completion. Overall, the data centre pipeline has
the potential to deliver exceptional risk-adjusted returns for
Shareholders.
Our initial two data centre development schemes have an estimated
rental level of £58 million per annum, with the Manor Farm, Heathrow
site having the potential to become income producing from late
2027, subject to planning and pre-letting. The planning decision is
now with the Secretary of State, noting that the Planning
Inspectorate has indicated that a decision is scheduled to be issued
by 17 March 2026, and we are also in advanced negotiations with a
major data centre operator regarding a pre-lease.
We have made significant progress at Manor Farm and are primed
to begin construction once planning consent has been granted and
a pre-let agreed.
Disciplined approach to capital allocation to
maximise risk-adjusted returns to Shareholders
We continue to apply a highly disciplined and selective approach to
capital allocation, ensuring that every pound of investment is
directed to the opportunities that offer the most compelling
risk-adjusted returns. Capital is selectively deployed into logistics
and data centre developments where it drives staged capital value
creation, which on completion provides attractive, long-term income.
This complements capital-light earnings growth from rental reversion
capture and active asset management across the standing portfolio.
Each opportunity is assessed against consistent return hurdles,
leasing visibility and balance sheet impact. This approach allows us
to recycle capital out of lower-growth assets and into higher-
conviction opportunities, supporting earnings growth while
maintaining a prudent level of leverage. By retaining flexibility across
these complementary avenues, we can accurately respond to
market conditions and deploy capital where it will create the greatest
long-term value for Shareholders.
Consistent with this approach, we have been one of the most active
sellers in the market, selling over £800 million of assets over the last
few years and enabling us to self-finance our strategy and reinvest
capital into opportunities noted above.
Armstrong Logistics, Lutterworth
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
13
Delivering attractive financial performance
The Group has again delivered attractive financial performance
during the year, underpinned by strong operational fundamentals.
Excluding additional DMA income in the year, Adjusted EPS was
4.1% higher at 8.38 pence, supporting a covered total dividend of
8.00 pence per share, up 4.4% on 2024. Adjusted EPS growth was
especially compelling when noting heightened levels of disposal
activity and the rotation from income producing assets into higher
returning but currently non-income producing development-led
opportunities.
We remain firmly focused on maintaining our balance sheet strength,
as recognised by the improvement in our credit rating during the
period by Moody’s from Baa1 (Positive) to A3 (Stable). The Group’s
LTV increased to 33.2% at the year end, within our target range of
below 35%, reflecting the debt financing required for the cash
consideration of the Blackstone acquisition. We intend to reduce this
towards an LTV of 30% over the next 12–18 months, through
additional asset management initiatives to enhance value and asset
disposals. More information can be found in the Financial review.
An efficient structure supported by ongoing
investment in the Manager and its capabilities
The Group has benefited significantly from the Manager’s depth of
expertise and entrepreneurial culture since its IPO.
During the period, an amendment to the acquisition of the Manager
by Aberdeen was implemented, resulting in Aberdeen now intending
to increase its 60% stake in the Manager to 80% in April 2026 and
100% in 2029. Importantly for the Board, the agreed structure with
Aberdeen allows the Manager to continue to retain autonomy over
its investment decisions, and its team and day-to-day operations will
remain unchanged, ensuring continuity for our Shareholders, clients
and other broader stakeholders.
The Investment Management Agreement also remains unchanged,
including the reinvestment of part of the fee as shares, with
members of the Manager and the Board now collectively a top-30
shareholder in Tritax Big Box.
Beyond 2029, to preserve its culture, the Manager has agreed a
financial arrangement with Aberdeen which continues its partnership
framework and is designed to attract and retain the best talent.
During the period, the Manager has also promoted seven new
partners from across its business, each bringing additional expertise
and innovative thinking to the leadership team, whilst further
expanding its teams in key areas such as asset management.
The Group benefits from a highly cost-effective operating model
through its external management framework with Tritax
Management, under a simple and transparent fee structure linked
directly to NTA. This ensures that management costs remain
predictable and proportionate without complex performance
hurdles. Importantly, the structure has also insulated Tritax Big Box
Shareholders from the impact of wider cost inflation in recent times,
as increases in staff, overhead and operating expenses have been
absorbed by Tritax Management rather than directly impacting the
Company. In addition, the Manager has continued to invest in its
capabilities, in particular to effectively manage a greater proportion
of urban logistics assets assumed through recent acquisitions. In
line with this, the Manager has increased its headcount servicing
Tritax Big Box to 91 in 2025, up from 77 in 2024 – nearly double the
number in 2019. As a result, this efficient model is reflected in the
Company’s EPRA cost ratio, which is among the lowest in Europe
for a fully integrated logistics REIT, and ensures a greater proportion
of rental income growth translates into earnings growth for Tritax Big
Box Shareholders.
Outlook: well positioned for growth, with multiple
opportunities to deploy capital accretively
We enter 2026 very well positioned with a clear strategy, multiple
organic growth drivers, a supportive market back drop and a strong
balance sheet.
Growth driver 1: Capturing record rental reversion to drive
earnings growth
With record rental reversion and a greater proportion of the portfolio
subject to review next year, we expect an acceleration in asset
management opportunities translating into higher like-for-like rental
growth in 2026. This growth, which requires very limited incremental
capital to capture, also benefits from being contractually defined in
many instances, providing heightened visibility and certainty in the
growth in recurring income of the business.
Growth driver 2: Developing best-in-class logistics assets
to drive earnings growth
Despite ongoing political uncertainty, we have seen occupational
interest improve as the year has progressed, which appears to be
gathering further momentum in early 2026. With an agile
development platform, we remain very well placed to capture this
interest as it crystallises through a combination of offering pre-let
and speculative units. Given the development platform’s flexibility,
and our disciplined approach to capital allocation, we continue to
adapt the cadence of our development activity to accurately match
market conditions. We expect £200 to 250 million of development
related capex in 2026, which we anticipate delivering towards the
upper end of our 6-8% yield on cost guidance.
Growth driver 3: Power-first data centres targeting
exceptional risk-adjusted returns
In FY 2026, progress on planning and pre-letting is expected to drive
capital value creation within the data centre pipeline, ahead of
income generation in subsequent years. We expect to begin
recognising capital profits from the Manor Farm, Heathrow scheme
in FY26, driven by obtaining planning consent and a pre-let. These
capital profits will help drive enhanced Total Accounting Returns in
2026. Regarding Manor Farm, assuming planning is forthcoming
within Q1 2026, we anticipate construction commencing in H2 2026
with practical completion expected in late 2027 and the first full year
of income recognition in 2028.
Acceleration in Adjusted EPS growth rate in 2026
Benefiting from our efficient cost base, and based on the three
growth drivers above, we anticipate an acceleration in Adjusted EPS
growth (excluding additional DMA income) in FY26, driven by the full
contribution of recently acquired assets, greater asset management
opportunities and continued development progress, offset in part by
our planned disposal activity.
Chair succession
Having been a member of the Board since September 2017, and in
accordance with best practice, I shall soon be retiring as Chair. We
have initiated a thorough and robust process to identify the right
candidate to succeed me, and we expect to complete this
appointment by the end of the year.
It has been a genuine privilege to be part of Tritax Big Box at a time
when the Company has continued to go from strength to strength,
marked most recently by its inclusion in the FTSE 100 index with
effect from 2 March 2026. I remain very confident in its strategy and
believe it has a bright and exciting future ahead. My sincere thanks
go to my fellow Board members, and to Colin and the Tritax team,
whose dedication and leadership have been central to the
Company’s continued success.
Aubrey Adams
Independent Chair
26 February 2026
Chair’s Statement continued
Tritax Big Box REIT plc Annual Report 2025
14
“ We enter 2026 very well
positioned with a clear strategy,
multiple organic growth drivers,
a supportive market backdrop
and a strong balance sheet.”
Aubrey Adams
Independent Chair
Kellogg’s, Manchester
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
15
Our strategy
ALIGNED TO LONG-TERM
STRUCTURAL GROWTH
We have a clear and compelling strategy designed to capture the significant
opportunities our market creates, underpinned by a disciplined approach to
capital allocation and emphasis on delivering the performance benefits of
sustainability, which is intrinsic to each element of our strategy.
Developing high-quality assets
Compounding income
Adding value
Portfolio optimisation and recycling capital
Direct
and active
management
Insight driven
development
and innovation
High-quality
assets attracting
world-leading
companies
Underpinned by a disciplined approach to capital allocation
and leveraging the benefits of sustainability
Underpinning our strategy is a disciplined approach to capital,
whereweaim to maximise returns to Shareholders while
minimising risk. By evaluating the Group’s existing assets and
identifying ways to maximise and then realise value, we will
effectively recycle capital to support the Group’s objectives,
using debt appropriately and potentially raising additional
capital when it is inShareholders’interests.
The Group’s commitment to sustainability forms an intrinsic
andoverarching part of our strategy that informs all
ofourdecision making. We believe a focus on sustainability
both preserves and creates value and supports overall
business performance.
> See pages 52 to 56
Client focused
and sustainability
led
Our Strategy
And data centres at
9-11%
At yield on costs
of logistics
6-8%
Investment portfolio
reversionary yield
c.6%
Tritax Big Box REIT plc Annual Report 2025
16
BUILDING ON
OURADVANTAGE
We own, actively manage and develop logistics real estate in strategic locations across
the UK, let to clients that include some of the world’s largest companies. In doing so,
we look to deliver attractive total returns for Shareholders.
How we generate returns
We generate returns through the rent we receive from our clients
andfrom profits associated with our portfolio. We have a low and
transparent cost base, with an EPRA cost ratio in 2025 of 12.4%
(excluding vacancy costs), efficiently converting the rent we receive
into income forShareholders.
We invoice rents quarterly in advance and have an impressive
record of rent collection, ensuring the Group has strong and
predictable cash flows. TheManager’s fee, which is our largest
single administrative cost, is calculated as a percentage of the
Group’s EPRA Net Tangible Assets (see page 50), providing direct
and transparent alignment between Shareholders’ interests and
the Manager.
How we create value
Unrivalled portfolio
Our focused and high-quality investment
portfolio and our extensive development
pipeline provide significant opportunity
tocreate value.
Strong client relationships
We pride ourselves on deep and long-term
relationships with our clients, who choose
us as a key partner in delivering their supply
chainsolutions. These relationships create
value for our Shareholders and clients.
Hands on and proactive
We are a hands-on and proactive business which
constantly seeksopportunities to create value.
Bybeing close both to our clientsand assets
we can identify opportunities and risks and
respondaccordingly.
Our competitive advantages
Focused approach
Our Manager is focused solely
on the logistics and supply
chain-related market, giving it
unrivalled knowledge and
understanding of the sector and
strong, long-standing relationships
with market participants.
Agile and
entrepreneurial culture
Our Manager’s culture is agile and
entrepreneurial, allowing us to
moverapidly to secure the best
opportunities and capitalise on
clientdemand for quality
logisticswarehouses.
Powerful insights and
acombined platform
The scale of our portfolio and our
closeness to our clients give us a
competitive edge, by providing
highly valuable insights into future
demand and occupierrequirements.
Integrated approach
tosustainability
Asourclients seek ways toimprove
their own sustainability performance
our ability to design andconstruct
best-in-class buildings at the cutting
edge of sustainability performance
both helps secure newleases and
ensures asset longevity and relevance
within ourinvestment portfolio.
Growing the value we create
High-quality buildings
for our clients
We own and create high-quality buildings that
arecritically important tothe supply chain
operations of our clients, often playing a central
rolein supporting their business needs and
growthambitions.
Long-term income
and capital growth
for our Shareholders
We aim to generate attractive long-term income
and capital growth for our Shareholders. In 2025,
we declared dividends totalling 8.00 pence per
share and delivered a 4.1% increase in Adjusted
EPS (excluding additional DMA income).
Economic and social impact
for society andcommunities
Our buildings benefit local communities more
generally. They have strong sustainability
credentials (see page 54), helping to minimise their
environmental impact, and they also support
significant employment in their local areas during
construction and inoperation.
Our Business Model
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
17
Our Manager – Tritax Management LLP
OUR MANAGER
We are managed by Tritax Management LLP (Tritax), a specialist
investor inmission-critical supply chain real estate.
Working at Tritax
At Tritax, people are valued for their different skills and perspectives
and are supported by a collaborative culture that encourages
innovation, ambition and personal development.
As part of the Tritax team, people benefit from:
Purpose-driven work:
By developing and managing real assets at the epicentre of our
customers’ supply chains, we invest in and manage real estate
which enables the seamless delivery of products – from food to
films, clothes to cars – while embedding rigorous sustainability
principles into every decision.
Inclusive and supportive culture:
As a relationship-driven business, we pride ourselves on a genuinely
collegiate environment where diverse perspectives are valued,
collaboration is instinctive and people feel empowered to contribute,
grow and thrive.
Professional growth opportunities:
We encourage continuous development through industry-aligned
training, professional accreditations, mentoring, coaching, ‘lunch
and learn’ sessions and tailored skills-building programmes that
support progression at every stage of a Tritax career.
Commitment to local communities:
In addition to Tritax Big Box’s own initiatives, Tritax Management
seeks to make a positive social impact where we own or are
developing assets, with a focus on education and skills
development. Through the Tritax Social Impact Foundation,
everyone is encouraged to share their skills with Tritax Big Box’s
charity partners and support fundraising events such as LandAid
SleepOut and XLP marathon walk. For more information on the
Company’s approach to community investment, see page 55 of
theESG section.
Tritax manages both publicly listed and private market products that
aim to deliver sustainable income and capital growth for investors.
Across these funds and products, it oversees c.55 million sq ft of
high-quality logistics properties. These are strategically located
across the UK and align with the structural trends shaping the
future economy.
For almost 30 years, Tritax has deep sector expertise. Itsin-house
team comprises more than 65 people, whose skill-setsspan
disciplines such as investment, asset management, development,
sustainability, power, finance, research and more.
The Manager’s headcount working on Tritax Big Box comprises people
both from Tritax Management LLP and Tritax Big Box Developments.
Sophie Castle
Head of People
Tritax Big Box REIT plc Annual Report 2025
18
77
91
0.58
0.57
80
84
“ At Tritax, people are valued for their
different skills and perspectives and
aresupported by a collaborative culture
thatencourages innovation, ambition
andpersonal development.”
…all delivered to Tritax Big Box
costeffectively.
Tritax continues to invest in its team and capabilities
Tritax is committed to fostering a collaborative and high-performing workplace. By combining purpose, innovation, and a people-first
culture,Tritax continues to attract top talent and deliver on its ambition to create long-term value for clients, investorsandcommunities.
Tritaxawards shares to employees as part of its remuneration framework, encouraging long-term investment in the business and
reinforcingthe strong alignment between the Manager and Shareholders, with members of the Manager and the Board now collectively
atop-30 shareholder in Tritax Big Box.
Tritax Management has deep sector experience and an entrepreneurial culture…
…supported by ongoing
investment in an
engaged team…
Net Promoter Score (NPS): A market
research metric that rates the likelihood
thatemployees recommend the Company
as a good place to work; in 2025 Tritax
achieved a score of 50 (2024: 39). (10–30
isgenerally recognised as a good score,
with 50+ considered excellent.)
* The annual employee engagement survey
(which began in 2021) is completed by
employees of Tritax Management LLP
onlyand does not include equity partners
orTritax Big Box Developments. The NPS
data is collected in the same survey.
Effective management fee (%)
Headcount dedicated to Tritax Big Box
2024
2024
2024
2025
2025
2025
Employee engagement score (%)*
Sector expertise
Investment
Power
Logistics development Property management
Analytics
Sustainability
Asset management
Research
Data centres
Investor relations
Entrepreneurial mindset and broad range of skills
28 years
Average senior
leadership experience
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
19
Client Requirements and Proposition
SPACES IN
HIGH-QUALITY
BUILDINGS
In line with our purpose, we work closely with our clients to deliver
thespace they need to succeed. Modern and prime logistics buildings
occupy a critical position within our clients’ supply chain and must
meet a broader range of requirements.
How we are performing
Research- and relationship-driven
In line with our purpose, the Manager’s team works in partnership
with our clients to deliver the space they need to succeed and
ensure our buildings maximise their operational effectiveness.
Weundertake extensive research to understand and help develop
our clients’ supply chain networks. Complementing extensive
analytical research are our team’s personal relationships,
established through a hands-on approach and frequent client
interactions. This combination of analysis and relationship-building
informs our asset strategies to help future-proof builds for clients
and grow income and capital value for Shareholders.
“ Building performance, clean
energy and fleet transition are
top of mind for many clients,
asthey look to enhance the
sustainability of their operations.”
Petrina Austin
Head of Asset Management
L’Oréal, Manchester
Tritax Big Box REIT plc Annual Report 2025
20
Evolving supply chain requirements
How our assets meet client needs
Size
With the UK’s largest
investment and land
portfolios, we can
provide clients with a
range of building sizes
from urban/last mile to
large “mega” boxes
optimised to suit their
requirements. This
range of sizes enables
us to offer an end-to-
end solution across our
clients’ supply
chain networks.
Sustainable
Our clients are
increasingly looking to
occupy sustainable
assets. Approximately
80% of our investment
portfolio has an EPC
grade of B or above and
we continue to invest in
ESG initiatives, such as
on-site renewable
energygeneration. Our
development activity
includes our commitment
to net zero carbon in
construction. Increasingly,
sustainability is a point of
competitive differentiation
which weare well placed
to takeadvantage of.
Modern
Our investment portfolio
has an average building
age of 10 years and our
development activity
creates a long-term
pipeline of state-of-the-
artbuildings, to meet
therequirements of
market-leading
occupiers and provide
acontinual process
ofportfolio renewal.
Location
Our investment and
land assets are in
strategically important
logistics locations
where our clients want
to be. These assets
benefit fromstrong
transport infrastructure
and suitablepower and
labour supplies.
Innovative
The scale and flexibility
of our buildings make
them suitable for a wide
range of clients to install
thelatest technology,
including highly
automated and robotic
stocking and retrieval
systems, which improve
efficiencies and
reduce costs.
Workplace
Providing a safe workspace
withan increasing
component ofofficeand
collaborative workingspaces
and higher levelsof
amenities such as cafés,
restaurants and gyms.
Biodiversity and
wellbeing
Focus on increasing local
biodiversity and measures
thatimprove general
employeewellbeing, such
asgreen and active spaces
andwildlife habitats.
Technology and
maintenance
Greater requirements for
highlevels of automation,
supported by power and
digital infrastructure,
sensorsand smartbuilding
technology, increasing
overallcentral network
visibility ofinventory.
Operations
Clients are seeking highly
efficient buildings with
high-quality floors and
greater loading requirements
combined with increased
roof height, appropriate
access, yard spaceand
parking to help support
efficient operations.
Labour
Clients frequently note
accesstoa high-quality local
labour market as one of their
greatest requirements.
Choice oflocation and ways
to enhance the overall
employee proposition are
now being factored into
newlogisticsbuildings.
Social impact
and partnerships
Clients must increasingly
consider their social impact,
and how they can utilise
localsupply chains and
support employee and
community engagement.
Carbon performance
Clients are now focused on
achieving their Paris-aligned
performance pathways,
increasing scrutiny of whole
life carbon emissions from
supply chains and
logistics buildings.
Energy generation
and use
Access to significant
amounts ofaffordable,
reliable and increasingly
decarbonised power is a
central requirement for
clients to support greater
automation and electrification
ofvehicle fleets.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
21
OUR INVESTMENT
PORTFOLIO
Our investment portfolio comprises our standing investments, which are situated
instrategically important logistics locations across the UK, with easy access to
transportinfrastructure, a skilled workforce and suitablepower and data connectivity.
Thismakes them highly attractive to current and potential clients.
Logistics portfolio
Portfolio – Investment
“ We believe our investment
portfolio is the strongest in the
UK, based on its asset quality,
location and diverse client base.”
Diversified by client and sector
Our portfolio is let to 411 clients across
144 logistics assets, providing a high
degreeof diversification by client and
sector. These clients include some of the
world’s largest companies and are
weighted towards defensive, non-cyclical
or high-growth sectors, helping to
reduce our risk.
Tritax Big Box REIT plc Annual Report 2025
22
Overall contracted rent at acquisition
£52.5 million
Embedded rental reversion on urban assets at acquisition
38%
Overall space under management added at acquisition
6.5m sq ft
A portfolio that reflects our strategy
The investment portfolio is weighted towards assets that deliver
resilient and growing income. Complementing the UKCM assets
acquired in 2024, the £1.04 billion portfolio acquired from Blackstone
has reshaped the Group into a genuinely end-to-end UK logistics
platform. These transactions have increased our exposure to urban
logistics to around 20% of the portfolio, up from c.2% in 2022, giving
us a well-balanced mix across building sizes and locations. The
Blackstone assets were acquired materially below replacement cost,
offering attractive entry pricing and significant near-term
opportunities to capture rental reversion.
Age (years)
<5 26%
5–10 18%
10–15 4%
15–25 17%
>25 35%
This purposeful shift into urban logistics enhances our exposure to
shorter leases and open-market rent reviews, increasing our ability
to unlock reversionary potential. This growth is underpinned by the
strong, predictable income generated by our mission-critical big box
assets, let to some of the world’s most important companies. The
significant majority of these leases are full repairing and insuring,
equivalent to US “triple-net” leases, ensuring a high proportion
ofgross rent flows through to net rental income.
Contribution from the portfolio
acquired from Blackstone
Modern buildings...
A+ or A 45%
B 34%
C 15%
D or below 6%
...with high EPC ratings...
Fixed 8%
RPI/CPI 40%
Open market 35%
Hybrid (higher of inflation oropen
market) 9%
None 8%
...attractive blend of review types...
Annually 13%
Five yearly 79%
None 8%
...and frequency
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
23
Portfolio – Development
Number of sites
25
Potential developable space
33.1 million sq ft
Total potential income
£295.3 million
Share of land portfolio held under option
80–85%
Annual logistics development capex guidance
£200–250 million
Logistics development yield on cost guidance
6–8%
OUR DEVELOPMENT
PORTFOLIO
Through long-dated, capital efficient options, we control the UK’s largest land
portfolio for logistics development. The development portfolio comprises sites
across the UK which between them have the potential overthe long term to
deliver c.33 million sq ft of high-quality new logistics space, enabling us to
more than double our existing investment portfolio.
Insight driven development
andinnovation
Development complements our
investment portfolio by enhancing
overall returns, as we target a yield on
cost for new logistics assets of 6–8%,
while carefully managing risk.
Development portfolio
Tritax Big Box REIT plc Annual Report 2025
24
Developing a portfolio that reflects our strategy
and supports our clients
We work with renowned global brands and companies at the start
oftheir growth journey, using our first-hand understanding of the
supply chain so we can create the space they need to succeed,
nowand in the future.
This starts with the specific strategic criteria we use when selecting
high-quality logistics locations which comprise our land portfolio.
Wechoose sites with excellent connectivity and labour availability,
combined with a supportive local authority and proactive planning
record. We choose locations which can support scalable and
flexible assets, often aided by their topography, with good power
availability and the potential for strong sustainability performance.
These sites are then generally held via capital-efficient options,
which can be drawn down as occupier requirements progress and
planning permission is secured.
Development Management Agreements (DMAs)
deliver a high-return, capital light source of profit
Our development programme mainly creates investment assets,
butwe sometimes develop assets for freehold sale via a DMA to
accelerate profit. Under a DMA, we manage development for a fee
and/or profit share without owning the site or completed asset.
DMAs provide high returns with minimal capital investment.
Leveraging our expertise via a decisive move
into power and data centres
Tritax Management LLP has secured fast-tracked power access
inkeyLondon areas. It acquired a site at Manor Farm, Heathrow
todevelop a 147MW data centre, one of the UK’s largest.
Thisincluded a 50% stake in a joint venture with a leading
Europeanrenewable energy company to secure the necessary
power capacity and deploy the associated power infrastructure.
With a 9.3% yield and over 40% profit on costs, the project could
see its 107MW Phase 1 completed by H2 2027, pending planning
and pre-let. TritaxBig Box also secured first refusal on future data
centre opportunities, including a 1 GW power pipeline.
“ We deliver modern, thoughtfully designed
buildings for our clients in prime UK
locations through our unmatched logistics
property and land portfolio.”
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
25
1. CBRE
Markets and Trends
LONG-TERM STRUCTURAL
DRIVERS CONTINUE
TO SUPPORT THE SECTOR
Structural trends
Real estate impact
Tritax Big Box strategy
Focus on:
• Location, power and labour
• High-quality, mission-critical, modern logistics and data centre facilities
Shifting consumer
behaviour
Evolving supply chain Drive for sustainability
E-commerce/
omni-channel retail
• Consolidation/automation
• Network realignment
• High-quality, modern buildings
Digitalisation
• Last-mile delivery
• Data centre demand
• Increased power requirements
Increased resilience
• Higher stock volumes
• Supply chain visibility/technology
Greater efficiency
• Increased automation
• Larger buildings
Decarbonisation
• Low carbon buildings performance
• Renewable energy
• Sustainable transport
Employee attraction
and wellbeing
• Improved amenities
• Skilled labour
• Healthy and engaged workforce
Long-term structural drivers support our sector
As detailed above, three structural trends are underpinning demand
for high-quality, mission-critical, modern logistics real estate and
data centre facilities. Specifically:
• shifting consumer behaviour;
• evolving supply chain; and
• drive for sustainability.
Combined, these drivers mean that not only is location and access
to skilled labour vital, but provision and resilience of power supply
isincreasingly in focus as energy needs increase.
Diverse demand gained momentum
2025 saw an improvement in occupier activity, with industrial
logistics market take up increasing 22% year-on-year to 25.6 million
sq ft
1
. Companies continued to invest in their supply chains and
supporting real estate with a pickup in demand for build-to-suit,
speculatively developed and second-hand space. This is reflected in
our business, whereby alongside capturing new demand, we
continue to achieve high renewal rates for our existing assets.
Companies faced elevated levels of political and tariff uncertainty
and rising labour costs in 2025 but, whilst there was a period of
taking stock, occupier confidence and activity improved throughout
the year. Many corporates have not only proven resilient but are also
investing in their logistics real estate to support advanced supply
chain technologies. For many, these are core to future operations in
an ever-evolving market environment.
The diversity of UK demand remains a key attribute, with the market
not overly reliant on any sector.
Activity in 2025 was led by Third Party Logistics providers (“3PLs”),
which accounted for 30% of take up
1
. 3PLs are winning contracts
from new and existing customers, as they outsource operations in
an increasingly complex environment. Most 3PLs are looking at
newly developed speculative space available for immediate fit out, or
second-hand space.
Manufacturers are choosing to selectively reshore and invest in UK
sites to enhance resilience and benefit from highly skilled domestic
labour. Manufacturing demand was driven by a variety of subsectors
in 2025, including deals from a gigafactory, defence and traditional
industries such as automotive.
Tritax Big Box REIT plc Annual Report 2025
26
UK take-up (2014–25)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
50
40
30
20
10
0
M sq ft
Online retail sales volumes continue to grow with e-commerce
penetration now exceeding 28%
2
. The UK’s sophisticated online
supply chain is generating additional demand for buildings from
large fulfilment centres to last-mile delivery hubs. Asian entrants to
the market were prominent in 2025: retailers and their 3PL partners
took several large buildings across the Midlands.
Omnichannel retailers accounted for 9% of demand
1
as they
modernise and adapt their networks. Food retailers have also been
active, contributing 10%
1
(2024: 5%), as they consolidate their supply
chains, invest in technology and seek to improve efficiency/
lower cost.
The East Midlands remained the single largest market (22%) with the
highest share of build-to-suit activity. With several large lettings, the
South West had a record year, comprising 21% of demand. Other
regions variously contributed between 9% and 18%
1
.
Occupiers rotate towards quality
With 20.9 million sq ft completed in the year, supply picked up
slightly (2024: 14.7 million sq ft) but remained well below the
30million plus sq ft delivered annually through the Covid-19
pandemic. Cautious decision making in prior years resulted in
2025build-to-suit completions being relatively low at 8.9 million sq ft.
However, interest is increasing with improving occupier confidence,
with 12.0 million sq ft under construction at year end
1
. This has been
reflected in our business, which has seen an increase in occupier
enquiries for pre-lets over the past 12 months.
Speculative development starts reduced, with just 6.8 million sq ft
under construction at year end
1
. This is 47% lower than the
12.8million sq ft a year ago
1
, with a small number of substantial
speculative developments accounting for a significant proportion.
2026 will see lower levels of speculative completions, which will
benefit market fundamentals.
47% decrease in speculative space under
construction
Well-located supply is typically constrained by factors such as land
availability, planning and power. Power is an increasingly significant
issue for occupiers as they use more technology and automation and
decarbonise/electrify transport fleets. 81% of occupiers in our 2025
Future Space survey, produced with Savills, expect power needs to
grow over the next three years.
UK market vacancy increased from 5.6% at Q4 2024 to 7.1% at Q4
2025
1
. The detail is, however, important. Vacancy of newly developed
buildings, at 3.8%, remains in the 3% to 4% range seen over the last
24 months. The increase in overall vacancy has come from second-
hand stock being returned to the market as occupiers rotate and
consolidate into higher-quality, modern buildings of the type we own
and develop.
1. CBRE
2. ONS
3. DTRE
Continuing attractive levels of rental growth
Prime headline logistics rents, according to CBRE, increased by
50pence or more across the North West, North East and Yorkshire,
East Midlands and South West. In other regions, they were flat.
MSCI ERV data, which covers a broader mix of buildings and
betterreflects portfolio-wide performance, shows UK distribution
warehouse ERVs grew by 3.9% (2024: 5.3%) which is consistent
withour portfolio like-for-like ERV growth of 4.0% for the year. Rental
growth exceeded inflation creating real income growth for investors.
Supply constraints support urban logistics market
Demand for urban buildings remains healthy at similar levels to
recent years. Last mile delivery, branches of national operators,
trade counter chains and logistics businesses are prominent across
this market, often taking substantial space across multiple units.
Occupiers are acting cautiously and with greater cost focus, but
this has supported re gear activity as businesses seek to optimise
existing space. Supply pressures persist which continues to benefit
vacancy. MSCI all industrial rental growth of 4.5% in 2025 (2024:
5.9%) remains attractive.
UK logistics market’s positive attributes continue
toattract investors
£8.9 billion of industrial and logistics assets transacted in 2025
(2024:£8.1 billion); £3.9 billion in the final quarter. The market gained
momentum over the year with large portfolio and corporate deals
prominent, including seven over £200 million in Q4 2025. Single asset
deals (excluding portfolios) accounted for £2.5 billion with domestic and
global capital active
3
.
Prime market pricing for logistics buildings in the East Midlands
remained at 5.25%
1
with yields in all regions unchanged. MSCI capital
value growth totalled 2.6% (2024: 2.4%). Heightened investment activity
has improved market price discovery and investors have been attracted
to assets with strong reversionary potential and the scope for further
short-term income growth.
Healthy rental growth and attractive pricing continue to underpin the
attractiveness of the UK logistics sector. The composition of returns
(including healthy income growth) helps facilitate asset management
and development opportunities. Moreover, many buildings have
reversionary potential given ongoing rental growth in the sector and this
embeds opportunity for income growth in our business irrespective of
further rental growth in the broader market.
Compelling data centre fundamentals
London’s data centre market exceeded 1.3GW in 2025 with almost
200MW of colocation capacity coming onstream. London benefits
from a large base of cloud and digital vendors migrating to AI
workloads and is typified by a fragmented ecosystem of providers,
none with a market share over 15%
1
.
Power and, to a lesser extent, land constraints, particularly in
established submarkets with substation capacity shortages,
restrictnew development. Locations adjacent to existing availability
zones are becoming more relevant for development and will create
additional submarkets, with north and east London currently in focus.
Despite the increase in demand and campus sizes, the costs
involved in establishing a fully-fitted data centre and the need to
meet specific client requirements tend to prohibit speculative
development and favour pre-lets. With limited speculative supply
and strong demand, market fundamentals remain very healthy with
well-located opportunities with deliverable power in nearer term
timelines, such as our Manor Farm site, of significant interest to
operators looking for capacity.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
27
Manager’s Report
DELIVERING OUR
STRATEGIC PRIORITIES
“ With strong occupier demand,
the successful integration of
recent acquisitions and
supportive structural trends,
we enter 2026 well placed to
deliver on our three growth
drivers and our ambition to
grow adjusted earnings by
50% by 2030.*”
Colin Godfrey
Chief Executive Officer
A substantial and high-quality portfolio with
embedded opportunities for value creation
Each element of our total portfolio provides opportunities to
generate income and value growth. The total portfolio comprises:
• The investment portfolio: These are standing assets, the vast
majority of which are leased or have agreements for lease in
place. We believe our investment portfolio is the strongest in the
UK, based on its asset quality, location and a diverse client base.
It contains assets providing our core, long-term income let to very
strong client covenants and assets with value creation potential
through asset management across the size spectrum, from big
boxes to small/urban logistics. We have made significant progress
in disposing of non-logistics assets assumed as part of the
acquisition of UKCM, reducing the proportion of these assets
from6.1% in 2024 to 1.9% in 2025.
• The development portfolio: The development portfolio
generates best-in-class logistics and data centre assets for
theinvestment portfolio. It comprises land, options over land
andbuildings under construction (see insight driven development
and innovation).
Total portfolio
31 December
2025
% of GAV
31 December
2024
% of GAV
Logistics portfolio 90.7% 88.1%
Non-strategic assets 1.9% 6.1%
Investment portfolio 92.6% 88.1%
Development portfolio 7.4% 5.8%
Total portfolio 100.0% 100.0%
At the year end, the total portfolio value was £7.89 billion
(31December 2024: £6.55 billion), with the 20.5% increase
primarilydue to the acquisition of the Blackstone portfolio assets,
partially offset by asset disposals in the year.
* 50% growth potential by the end of FY30, with the baseline reference
being the FY24 Adjusted earnings of £182.4 million. This should not
be considered a profit forecast but an ambition. It assumes no
material deterioration in macroeconomic conditions, including
inflation, interest rates and GDP growth; sustained structural demand
in key markets; investment markets remain open and ability to dispose
of assets at or near book values. Excludes additional DMA income or
portfolio value movements.
Tritax Big Box REIT plc Annual Report 2025
28
1. Owning high-quality assets attracting world-leading clients
Portfolio value
– investment portfolio
£7.15bn 23.9%
(2024: £5.77bn)
Number of lettable units
– logistics portfolio
641 218.9%
(2024: 201)
Gross lettable area
– logistics portfolio
48.5m sq ft 16.0%
(2024: 41.8m sq ft)
Estimated rental value
– logistics portfolio
£448.6m 23.6%
(2024: £362.9m)
Contracted rent
– logistics portfolio
£347.7m 22.6%
(2024: £283.7m)
Number of clients
– logistics portfolio
411 221.1%
(2024: 128)
Vacancy
– logistics portfolio
5.6% (0.2)pts
(2024: 5.8%)
Total portfolio vacancy
5.6% (0.1)pts
(2024: 5.7%)
WAULT
– logistics portfolio
9.6yrs (1.0)yrs
(2024: 10.6yrs)
Like-for-like ERV growth
– logisticsportfolio
4.0% (1.4)pts
(2024: 5.4%)
A consistent strategy that continuesto deliver
Our strategy is designed to capture the significant value inherent in
our portfolio. In doing so, we aim to deliver attractive and sustainable
income and capital growth, resilient performance through the
The components of the strategy are:
2
Owning high-quality assets
attracting world-leading clients
Delivering long-term, resilient and growing
income from our portfolio.
Direct and active
management
Protecting, adding and realisingvalue from
the investmentportfolio.
Insight driven development
andinnovation
Creating value, future-proofing and capturing
occupier demand through development of
new logistics and data centre assets.
1
3
The following sections set out how we implemented the strategy during the year, including our sustainability initiatives.
Sustainability is a key enabler of our business performance and is therefore intrinsic to each element of the strategy.
economic cycle and an attractive and progressive dividend,
while ensuring we meet our wider responsibilities and carefully
manage risk.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
29
A broader and deeper logistics offering
In 2022, we took the strategic decision to increase our exposure
tourban logistics, initially though our development pipeline and
subsequently through acquisitions, as accretive opportunities
havebecome available. This has increased the range of building
sizes wecan offer, so we can meet clients’ needs for “first mile”
mission-critical Big Box logistics assets through to “last-mile”
urbandelivery units.
Building upon our acquisition of UKCM, acquiring the portfolio of
assets from Blackstone was another important step in this strategy,
adding a further 32 urban logistics assets with 400 units to our
investment portfolio, as well as nine big boxes in core regions.
The transaction has increased our exposure to urban logistics to
approximately 20% of the portfolio, up from around 2% at the end
of2022, giving us an attractive portfolio across a range of unit sizes:
Investment portfolio building sizes
Contracted rent
31 December 2025
Contracted rent
31 December 2024
<100k sq ft 19.3% 11.0%
100–250k sq ft 10.6% 10.7%
250–500k sq ft 27.1% 28.9%
>500k sq ft 43.0% 49.4%
The investment portfolio is well diversified geographically, with
carefully selected exposure to key logistics locations. The portfolio
acquired from Blackstone has further increased our presence in
thekey logistics locations within the UK.
Investment portfolio locations by
marketvalue
31 December
2025
31 December
2024
South East 35.6% 35.9%
South West 3.4% 3.0%
East Midlands 13.9% 14.3%
West Midlands 23.9% 22.3%
North East 12.7% 16.0%
North West 8.7% 6.8%
Scotland 1.8% 1.7%
Manager’s Report continued
1. Owning high-quality assets attracting world-leading clients continued
Secure client base underpins
incomegeneration
The Group’s diversified client base includes some of the world’s
most important companies, with 59.7% being part of groups
included in major stock market indices, such as the DAX 30,
FTSE All Share, SBF 120, NYSE and S&P 500.
The portfolio acquired from Blackstone provided additional
diversification in terms of client mix, and also complemented
ourexisting high-quality client base formed of strong covenants.
This included existing Group clients, such as Tesco,Amazon,
Argos and B&Q. This contributed to the number of logistics
clients increasing from 128 at 31 December 2024 to438 at
the year end.
The table below lists the Group’s top-10 clients across the
investment portfolio:
Client % of contracted annual rent
Amazon 13.3%
Iron Mountain 4.4%
Tesco 4.0%
Morrisons 3.6%
The Co-operative Group 3.4%
Argos 3.4%
B&Q 3.1%
Sainsbury’s 2.2%
Ocado 2.1%
Marks & Spencer 2.1%
The total like-for-like portfolio capital value increase was 2.9%, reflecting the benefits of our active asset management and 4.0% of like-for-like
ERV growth over the year.
Our 2025 priorities for the investment portfolio
We made excellent progress with the priorities we set for the investment portfolio:
Priority Progress
Optimise our portfolio and recycle capital into
higher-returning opportunities.
We completed or unconditionally exchanged on disposals totalling £415.5 million of
assets, within our guidance of £350–£450 million for the year. The assets sold comprised
£266.6 million of non-strategic assets acquired with UKCM and £148.9 million of
logistics assets. See direct and active management for more information.
Allocate capital to income-generating assets that
meet our return criteria and enhance our portfolio,
for example, by further diversifying our assets
geographically or broadening our client offer.
Acquired a portfolio of urban logistics and big box assets from Blackstone, for total
consideration of £1.04 billion. The acquired portfolio comprises exceptional assets in
strong locations, purchased materially below their replacement cost, with the potential
to generate attractive risk-adjusted returns, including the near-term capture of significant
rental reversion.
 
Tritax Big Box REIT plc Annual Report 2025
30
Attractive “triple net” leases enhance income
security and minimise property costs
At the year end, the investment portfolio’s WAULT was 9.6 years
(31December 2024: 10.6 years). Urban logistics assets, defined
asassets under 100k sq ft, had a WAULT of 5.1 years and Big Box
assets, defined as over >100k sq ft had a WAULT of 10.6 years.
Of total investment portfolio rent:
• 19.1% is generated by leases with 15 or more years to run; and
• 30.4% comes from leases expiring in the next five years, providing
near-term opportunities to capture the growing reversion within
the portfolio.
The portfolio acquired from Blackstone had a WAULT of 5.9 years on
acquisition (4.7 years for the urban logistics assets and 7.1 years for
the big boxes), creating opportunities to capture the reversionary
potential of these assets over a shorter timeframe.
The structure of our leases also helps to maximise the proportion
ofour gross rental income that flows through to net rental income.
The significant majority of our logistics asset leases are full repairing
and insuring (FRI), equivalent to “triple net” leases in the United States.
This means our clients are responsible for property maintenance
during the lease term and for dilapidations at the end of the lease.
This minimises our irrecoverable property costs, which resulted in
97.7% conversion of gross to net rental income for the year.
Upward-only rent reviews provide attractive
income growth
Most of our logistics leases benefit from upward-only rent reviews.
Of total contracted rents for logistics assets:
• 12.9% are reviewed annually;
• 78.8% are reviewed in five-yearly cycles, with the timings
staggered so some reviews take place each year; and
• 8.3% are leases with other or no review cycles.
The table below shows the rent review types across the investment
portfolio at the year end. The portfolio acquired from Blackstone
hasfurther increased our exposure to open-market and hybrid rent
reviews, which can capture uncapped market rental growth and
other forms of active management to increase rental income.
Rent review type
% of rent roll at
31 December 2025
% of rent roll at
31 December 2024
Fixed uplifts 7.9% 9.4%
Inflation-linked (RPI/CPI) 40.3% 45.0%
Open market 34.9% 31.1%
Hybrid (higher of inflation or
openmarket) 9.2% 12.9%
No reviews* 7.7% 1.6%
* This reflects shorter-dated leases, typically for smaller assets, where no
rent review is due within the lease period.
Leases with inflation-linked reviews specify minimum and maximum
rental growth, which average 1.5% and 3.6% respectively. In tandem
with fixed rent reviews, this provides certainty of the minimum rental
increases the portfolio will generate each year, which open-market
and hybrid reviews can then supplement. This reinforces our
confidence in continuing to deliver attractive long-term income
growth. Information on rent reviews in the year can be found in the
Direct and active management section.
Portfolio quality reinforced by strong
sustainability characteristics
EPC ratings are a key benchmark for both investors and occupiers
and we are continuing to work with our clients and consultants to
improve the EPC ratings of our buildings where possible. We are
also constructing all our new developments to a minimum standard
of EPC A and BREEAM Excellent.
At 31 December 2025, 79.3% of the whole portfolio had an EPC
rating of B or above (31 December 2024: 79.5%), and 45% of all
assets certified or expected to be certified by BREEAM had a rating
of Very Good or above (31 December 2024: 49%). The decrease in
coverage of both statistics is due to the acquisition of the Blackstone
portfolio in October 2025. We believe that part of the asset
management value creation opportunity associated with the
Blackstone assets is to improve the EPC ratings which in turn will
increase their desirability to clients. Excluding the portfolio acquired
from Blackstone in FY25, like-for-like coverage for EPC B or above
for the portfolio has increased to 85.9% and BREEAM Very Good or
above has increased to 51%, reflecting the actions taken this year to
decarbonise and improve the energy efficiency of our assets.
Increasing ERVs and record rental reversion
provide significant opportunity to grow
rental income
At each valuation date, the valuer independently assesses the
estimated rental value (ERV) of every asset in the investment
portfolio. This is the rent the property would be expected to
securethrough an open-market letting at that date.
The investment portfolio ERV has continued to grow, reflecting
theaddition of the Blackstone assets and like-for-like growth in
theyear of 4.0%.
Investment portfolio ERV
31 December
2025
31 December
2024 Change
ERV £462.0m £395.4m 16.8%
Contracted rent £360.9m £313.5m 15.1%
Rental reversion £101.1m £81.9m 23.4%
Rental reversion (%)* 28.0% 26.1% 1.9 pts
* In 2024: 27.9% reported for logistics portfolio; 26.1% when including
non-strategic assets.
The portfolio acquired from Blackstone has further increased the level
of rental reversion. On acquisition, the urban logistics assets in that
portfolio had a 38% reversion, with average passing rents of £8.79 per
sq ft (psf) and an ERV of £12.15 psf. We believe rents on these assets
would remain affordable at the ERV today and beyond, giving scope
for subsequent income growth above today’s identified reversion.
Thebig box assets acquired also had a 16% rental reversion, to give
atotal blended reversion for the acquired portfolio of £14.8 million or
28%, in line with our existing investment portfolio. A £20.0 million
reversionary bridge agreed with Blackstone as part of the transaction
effectively accelerates the capture of market reversion on the let
assets across the portfolio (i.e. excluding the void at acquisition),
providing a base line to performance from 2026 onwards, which we
will endeavour to exceed through further rental growth and reducing
vacancy rates. Seethe financial review for more information.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
31
Co-op, Biggleswade
1. Owning high-quality assets attracting world-leading clients continued
Manager’s Report continued
Declining underlying portfolio vacancy
More generally, we have opportunities to capture the reversionary
potential in our portfolio through open-market rent reviews, lease
renewals, new leases and lease regears, as well as by filling vacancy
in the investment portfolio. Vacancy tends to arise because of
shorter leases for urban logistics and because our development
programme includes a speculative element. We include a standard
void assumption of up to 12 months within our development
appraisals for speculative assets, despite commencing developing
of these assets with interest and dialogue with at least one potential
client. Having buildings available enables us to capture real-time
demand in the market, as well as carry out asset management
initiatives such as refurbishments where needed, helping to improve
the rental tone of the entire estate.
The Blackstone urban logistics assets had a vacancy rate of 7.7% at
the time of acquisition, while the big boxes acquired were fully let.
This composition added 0.6% to underlying vacancy, which had
otherwise declined by 0.8% to 2.5%, driven by leasing activity.
Recent development completion vacancy remained stable at 2.5%
with letting activity offsetting speculative completions in the period.
At year end, total vacancy was 5.6% (31 December 2024: 5.7%).
Vacancy composition
31 December
2025
31 December
2024 Change
Underlying 2.5% 3.3% (0.8) pts
Acquired Blackstone assets 0.6% — 0.6 pts
Recent development 2.5% 2.4% 0.1 pts
Total 5.6% 5.7% (0.1) pts
To assist in understanding our portfolio reversion and the likely
timing and quantum of its capture, the below tables show the
potential rental income from letting vacant assets and completing
outstanding rent reviews, as well as the lease events arising over the
next three years that will allow us to capture higher rental levels.
Vacancy and outstanding reviews
Contracted
rent (£m)
% of
contracted
rent ERV (£m)
Vacancy — n/a 27.0
Outstanding reviews from
priorperiods* 5.0 1.4% 6.2
Total 5.0 1.4% 33.2
* Rent for overdue reviews is accrued and recognised within rental income
ata level that is reasonably expected to be achieved on settlement.
Our priorities for 2026
In 2026, our priorities for the investment portfolio are to:
• dispose of the remaining non-strategic assets and continually
optimise the investment portfolio through asset disposals.
We aim to dispose of £400–500 million in FY26 to reduce
leverage towards the lower end of our 30-35% target range.
Our longer-term objective remains completing £250-350
million of disposals per annum to support the financing of
attractive opportunities; and
• continue to appraise opportunities in the market, to identify
compelling risk-adjusted opportunities to acquire assets for
the investment portfolio.
Tritax Big Box REIT plc Annual Report 2025
32
2. Direct and active management
Rent reviews and expiries*
2026 2027 2028
Review type Frequency
Rent
(£m)
% of
contracted
ERV
(£m)
Rent
(£m)
% of
contracted
ERV
(£m)
Rent
(£m)
% of
contracted
ERV
(£m)
Index linked Annual 33.8 9.4 40.4 33.8 9.4 40.4 33.8 9.4 40.4
5-yearly 26.7 7.4 34.6 17.6 4.9 23.7 13.0 3.6 13.4
Open market
and hybrid Annual — — — 1.8 0.5 1.7 — — —
5-yearly 22.7 6.3 31.5 23.0 6.4 26.7 23.1 6.4 26.6
Fixed Annual 10.9 3.0 10.9 10.6 2.9 10.6 5.2 1.4 5.7
5-yearly 8.5 2.4 9.4 6.5 1.8 8.6 — — —
Total rent reviews 102.6 28.5 126.8 93.3 25.9 111.7 75.1 20.8 86.1
Lease expiries 12.1 3.4 18.2 20.0 5.5 24.9 12.5 3.5 14.9
Total lease events
inyear 114.7 31.9 145.0 113.3 31.4 136.6 87.6 24.3 101.0
* Includes both non-strategic and logistics assets.
Our priorities for 2025
We set the following priorities for 2025 in relation to active management:
Priority Progress
Continue to rotate out of non-strategic UKCM assets, in
linewith our ambition to completely exit from this position
within two years of the acquisition completion in May 2024.
We completed a further £204.3 million of disposals of non-strategic UKCM assets, bringing
thetotal at the year end to £361.0 million or c.80% of the non-strategic assets acquired.
Weremain confident of disposing of the remaining three assets within the planned timeframe.
Continue to capture the significant rental reversion within the
investment portfolio, with a focus on delivery of open-market
reviews scheduled in the year, and ensure we maximise the
potential of the recently acquired UKCM assets.
We completed 61 initiatives in the year, adding a record £14.9 million to rental income. These
comprised 33 lettings and lease renewals, 26 rent reviews and 2 solar projects.
Continue to develop our client insights to identify further
opportunities to create incremental value through our
active and hands-on approach to management.
We have continued to enhance our client insights, using our findings from site inspections,
one-to-one meetings, supply chain research and public filings such as clients’ accounts and
tradingupdates. This is integrated into our asset management strategy, which is driven by client,
sector and geographical intelligence. We have also benefited from our customer engagement
platform we introduced in 2024, which brings together all our client intelligence and supports
ourability to have informed conversations with them.
Completed disposals
(gross proceeds)*
£353.2m 151.6%
(2024: £140.4m)
Completed disposals
(area)
2.2m sq ft 266.7%
(2024: 0.6m sq ft)
Completed disposals
(contracted rent)
£24.3m 219.7%
(20 24: £7.6 m)
Acquisitions
(consideration)
£1,109.5m
(2024: £1,262.9m)
Acquisitions
7.0m sq ft
(2024: 6.4m sq ft)
Portfolio subject to rent review
in year
20.9% (5.8)pts
(2024: 26.7%)
Proportion of portfolio reviewed
21.2% (3.2)pts
(2024: 24.4%)
Change in contracted rent from lease
expiries/new lettings
£(0.1)m 66.7%
(2024: -£0.3m)
Contracted rent uplifts
– reviews and lease events
12.5%
(2024: 12.5%)
Contracted rent uplifts
– reviews and lease events
£10.5m (11.8)%
(2024: £11.9m)
EPRA like-for-like
rental growth
4.2% 0.3pts
(2024: 3.9%)
* £415.5 million when including transactions
which had exchanged but not yet completed
as at the date of publication.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
33
2. Direct and active management continued
Manager’s Report continued
Realising value and recycling capital
through disposals
Every six months, we conduct a thorough process to develop a
five-year business plan for each asset in the portfolio. This draws
onexpertise from across our teams, including asset management,
ESG, development, power and our data analysts. Through this,
weidentify assets that are candidates for disposal for reasons such as:
1) we have completed our asset management plans and
maximised near-term value;
2) the asset’s investment characteristics no longer fit our desired
portfolio profile; or
3) the asset’s future performance may be below others in the
portfolio or have more risk attached to it.
When we have identified candidates for disposal, we look closely at
capital market conditions to establish whether we are acting at the
correct point in the market cycle. We continually profile the most
active buyers to establish their desired income profile, coupled with
their transactional experience and credibility, to ensure we engage
with credible purchasers able to complete on transactions.
During 2025, we made further excellent progress with divesting the
non-strategic assets acquired with UKCM in May 2024. We
completed a further £204.3 million of disposals in the year, bringing
the total to £361.0 million of exchanged or completed, representing
c.80% of the non-strategic assets acquired. The total disposals
completed or exchanged to date reflect a blended NIY of 7.3%,
reflecting more challenging subsectors such as offices and leisure,
and were, in aggregate, achieved at a premium to the assets’
acquisition price.
In addition, we disposed of £148.9 million of logistics assets from
theportfolio. These included a 755k sq ft unit in Doncaster and two
smaller assets in Scotland. The proceeds represented a blended
NetInitial Yield (NIY) of 6.2% and were sold in line with their book
value at 31 December 2024.
Growing and lengthening income
In 2025, 20.9% (2024: 26.7%) of the investment portfolio was
duefora rent review. We completed 26 reviews in the year,
withtheshowing the strong rental uplifts from the open-market
reviewsconcluded.
EPRA like-for-like rental growth in 2025 was 4.2% (2024: 3.9%).
However, this calculation excludes the UKCM assets that we
acquired in May 2024, as they were not part of the portfolio
throughout the 2024 comparative year. Rental growth for the UKCM
logistics assets since acquisition was 18%. EPRA like-for-like rental
growth is driven by both the scale of rental uplifts achieved and the
proportion of the portfolio subject to rent review inany given year.
With 26.7% of the portfolio up for review, 2025 represents a relatively
lighter review year compared with 2026, whenapproximately 28.4%
of the portfolio is scheduled for review.
2025 settled rent reviews and lease events
Number
% of
contracted
rent £m increase
Growth in
passing rent
Index linked 9 12.9% 2.1 5.2%
Open market 8 2.5% 2.8 35.5%
Hybrid 3 2.4% 1.6 21.4%
Fixed 6 3.4% 0.4 3.9%
Total rent reviews 26 21.2% 6.9 10.4%
Lease events
(renewals and
extensions) 27 5.5% 3.6 20.9%
Total for all rent
reviews and lease
events 53 26.7% 10.5 12.5%
Eight new lettings achieved during the period added £4.4 million
torent, bringing the total rent added to £14.9 million.
Significant lease events during the year included agreeing:
• five-year lease renewals with GXO at Swadlincote, Amazon at
Peterborough, Co-op at Thurrock, and Unilever at Cannock;
• a 20-year lease at Aston Clinton to a leading UK food and
beverages distributor, following the exit of the previous client,
witha void period of only one month; and
• open-market rent reviews driving average increases of 35.5%,
with some exceeding 50%.
In addition, a 3MW solar PV Scheme became operational for
Co-opat Biggleswade.
We increased rental income from our urban assets by £1.3 million
or19.9% in 2025, through 21 lease events and 11 rent reviews.
Thisreflects our focus on actively managing these assets, where
thefrequent lease events provide regular opportunities to capture
reversion. Our strategy for managing our urban assets is driven
byour sector, geographical and client intelligence, including
consideration of key common customers across our big boxes
andurban estates. The strategy encompasses:
• an active inspection programme, which incorporates direct
customer engagement with an assessment of each asset’s
resilience to a customer’s future supply chain requirements
andfactors such as climate change;
• a refurbishment programme to capture reversion, and reduce
voidperiods and unrecoverable property costs; and
• ongoing focus on the common parts of our estates, to make
themattractive places to work and assist our clients with
attracting the employees they need. Our brand standards
includeimproved amenities, signage and outdoor seating,
withenhancements to landscaping, lighting and roadways.
The modelling platform we have established for managing urban
assets, with significant in-house skills, resource and systems,
enabled us to rapidly integrate the assets acquired from Blackstone
in the period, with business plans completed for every unit and asset
within four weeks of the acquisition. By the end of the year, we had
already undertaken several asset management initiatives, including
lease renewals and rent reviews, which collectively have added value
to the portfolio.
Tritax Big Box REIT plc Annual Report 2025
34
L’Oréal, Manchester
Enhancing sustainability performance through
integration, engagement and active management
By working in partnership with our clients on sustainability initiatives,
we can increase rental income and capital values while helping them
to progress their own ESG targets. We have therefore integrated
sustainability considerations throughout the investment lifecycle, as
well as our management of the Group’s supply chain and
engagement with our clients. Our objective is to achieve market-
leading ESG performance evidenced by our rankings in ESG
benchmarks, with a focus on practical action and value creation.
Data is integral to maximising our effectiveness, ensuring we are
tracking our performance and continuing to add value to our
buildings through proactive asset management and innovation.
In 2025, we focused on the following in respect of our
investmentportfolio:
• Deepening our understanding of the actions needed to
decarbonise our portfolio and improve its climate
resilience. Our portfolio’s current resilience to climate change is
reflected in having 79.3% of all assets meeting the proposed
Minimum Energy Efficiency Standard of EPC B by 2030, and we’ve
had no insurance claims arising from climate-related incidents,
such as flooding or storms, in 2025. However, we recognise the
need to continue to enhance resilience and decarbonise our
assets. These actions will be linked to lease information through
our integrated modelling and sustainability platform, to determine
the optimal time for delivery. In 2026, we will continue to develop
these plans, incorporating the assets acquired from Blackstone.
• Increasing solar PV capacity, by delivering 4.5MW of additional
solar PV capacity across the portfolio, bringing our total capacity
to 29.0MW. Solar PV provides an attractive return for us and a
source of lower-cost and renewable energy for our clients’
operations. However, our progress with rolling out installations has
been slower than expected due to numerous factors, including
but not limited to, time to obtain planning consent, local
distribution network operator (DNO) capacity, and clients aligning
their existing utilities contract commitments to allow for supply
variations. We continue to pursue opportunities and have a further
26.0MW of prospective solar projects in the pipeline.
• Developing employability skills and increasing awareness
of opportunities in logistics for young people in our local
communities. Through our three charity partners (The King’s
Trust, Education and Employers, and Schoolreaders) and our
community benefit fund delivered through our new developments,
we have supported 62,094 young people, and contributed
£221,790 to charitable causes.
Our ESG performance continues to be reflected in the Group’s
external ratings. These include:
• achieving four Green Stars from GRESB for our standing portfolio
for the fifth year in a row, with a score of 85/100, surpassing the
peer group average of 80;
• ranking first in our peer group for development for the sixth year
running, retaining a score of 99/100 (peer average 92), achieving
GRESB’s maximum five Green Stars, and being named as a
sector leader in three different categories;
• retaining our EPRA sBPR Gold Level certification, which
recognises best practice in corporate ESG disclosures, for the
fifth consecutive year; and
• Retaining our AA rating in MSCI and improving our CDP score
from B to A- in 2025.
Ongoing Tritax Management investment to
enhance our asset management capabilities
With the assets acquired from Blackstone adding more than 400
units to the portfolio, Tritax Management has continued to invest in
its capabilities, so we can manage a larger and more granular
portfolio as efficiently and effectively as possible. During 2025, we
further expanded and invested in the team, adding to the diversity of
professional backgrounds and skillsets. This includes experience in
senior roles at third-party logistics companies and in operations for
retail businesses.
We also further developed our modelling, analysis and reporting
platform, utilising AI and incorporating sustainability-linked initiatives
such as our decarbonisation plans and solar PV proposals. Similarly,
by also incorporating power resilience assessments to ensure assets
remain fit for purpose and can accommodate additional power
requirements to facilitate EV charging, automation and greater use of
electrical heating.
Monitoring clients’ financial performance
We closely monitor all clients’ financial performance and covenant
strength each month. This includes using a third-party specialist
credit analysis tool called INCANS, which uses clients’ accounts,
aged debt, late filings and other indicators to form a comprehensive
and ongoing evaluation of their credit strengths. Through tracking
performance over time, combined with the intelligence gleaned
through our inspection programme, we can work with clients to
proactively address any potential issues. Our client engagement
platform enables our team to instantly see the latest financial score
for each client, together with the client’s corporate accounts,
meeting-update notes and inspection reports.
Priorities for 2026
Our asset management priorities for the year ahead are
tocontinue to:
• focus on rental reversion capture with a greater proportion
ofthe portfolio subject to review in 2026;
• further embed recently acquired assets into our operations; and
• enhance the quality of our urban logistics estates through
active management, capturing reversion, refurbishment and
reducing vacancy.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
35
3. Insight driven development and innovation
Our priorities for 2025
We set the following priorities for 2025 in relation to logistics development:
Priority Progress
Commence construction on new
developments consistent with our level of
activity in 2024, subject to changes in the
macroeconomic backdrop, with an average
targeted yield on cost towards the upper
end of our 6-8% guidance range.
We maintained an appropriate level of construction starts in 2025 consistent with 2024
levels, when excluding freehold activity.
With construction starts having slowed across the market, we see supply constraints
emerging in certain locations and we are therefore well placed todeliver our recent starts
into a more positive environment than we saw during 2025. The average yield on cost for our
2025 starts is expected to be at the upper end of our 6-8% guidance.
Secure a blend of pre-lets and lettings of
speculatively constructed assets.
Development lettings in the year totalled 0.4 million sq ft, adding £3.9 million to contracted rent.
While we had expected letting activity to be second-half weighted, the late timing of the
Government’s Budget contributed to delays in occupier decision-making which impacted our
short-term leasing pipeline. Occupier interest remains encouraging and we currently have
£8.9million of rental income in solicitors’ hands, which we expect to convert into leases in H1 2026.
Progress planning applications and ensure
sufficient consented land is in a credible
delivery state to support ourlong-term
development activity.
We secured 1.2 million sq ft of new planning consents, with an additional 6.1million sq ft
awaiting determination. In aggregate, we have 5.1 million sq ft of land with planning.
Aim to replenish land once developed,
including considering acquiring land with
existing planning consents.
During 2025, we secured options on a further 156 acres of land, with the potential to support up
to 2.4 million sq ft of logistics development.
We also acquired two highly attractive sites for data centre development. See leveraging our
expertise into power and data centres for more information.
Development starts
1.4m sq ft (26.3)%
(2024: 1.9m sq ft)
Of which DMA starts*: 0.3m sq ft
Development starts (ERV)
£13.3m (7.6 )%
(2024: £14.4m)
Space under construction
£1.8m (5.3)%
(2024: £1.9m)
Space under construction (ERV)
£19.6m (10.1)%
(2024: £21.8m)
Development completions
1.7m sq ft
(2024: 1.7m sq ft)
Of which DMA completions*: 0.8m sq ft
Development completions let
0.2m sq ft (75.0)%
(2024: 0.8m sq ft)
Development completions let
(£m added to passing rent)
£2.8m (62.2)%
(20 24: £7.4m)
Development capex – logistics
£231.0m 4.2%
(2024: £221.7m)
Development capex – data centres
£209.0m
(2024: £0.0m)
Total development capex
£440.0m 98.5%
(2024: £221.7m)
Development lettings
0.4m sq ft (60.0)%
(2023: 1.0m sq ft)
Development lettings
£3.9m (64.9)%
(2024: £11.1m)
Development annualised contribution
to passing rent
£6.7m (9.5)%
(20 24: £7.4m)
Average yield on cost for
developmentlettings
8.0% 0.9pts
(20 24: 7.1%)
Planning consents secured
1.2m sq ft
(2024: 1.2m sq ft)
Total planning consented land
attheyear end
5.1m sq ft (3.8)%
(2024: 5.3m sq ft)
* £15.5 million of associated development
management income (2024: £23.0 million).
Manager’s Report continued
Tritax Big Box REIT plc Annual Report 2025
36
Adding best in class logistics assets to our
portfolio through a considered and low-risk
development model
Developing logistics assets replenishes our investment portfolio with
brand new and best-in-class buildings and enhances overall
Shareholder returns, driven in part by an attractive yield on cost of
6–8%, while ensuring we carefully manage associated risks.
We control the UK’s largest land portfolio for logistics development.
It has the potential to deliver approximately 32.1 million sq ft of new
space, with the scope to generate £295.3 million of contracted rent.
The pipeline is diversified geographically across 25 sites in prime
locations and is highly flexible, enabling us to match our clients’
requirements from urban or last mile assets to mega boxes.
We hold most of the land portfolio through long-term options. These
are capital efficient and reduce risk, as we typically only acquire the
land once we have received planning consent. This provides control
over the quantum and timing of our purchases. The options include
a typical 15–20% discount to prevailing land prices at the point of
acquiring the land and we can offset much of the site’s planning and
infrastructure costs against the purchase price. This means we
typically secure an attractive development profit on drawdown of the
land and are partially insulated from the impact of changing land
values over the longer term.
Holding land under long-dated options gives us flexibility to adjust
our development activity upwards or downwards to match prevailing
market conditions and optimise performance. As discussed above,
we took advantage of this flexibility in 2023 to adjust downwards
ourrate of development starts and have maintained a broadly
consistent level of activity since to carefully optimise activity to
prevailing market conditions.
A controlled level of speculative development is an important part of
our development programme, as it enables us to meet the needs of
clients with more immediate requirements for new space, which has
been a greater component of overall market take-up in the last few
years. We take a considered approach to speculative development
and only proceed where we have a clear understanding and evidence
of occupier demand. We allow for up to 12 months’ void period post
practical completion of the building when appraising speculative
development opportunities.
Recently, around 20% of market demand for new logistics assets
has come from occupiers looking to acquire the freehold, typically to
use the unit for manufacturing. We meet this need through
development management agreements, as described later in this
section, and through occasional sales of assets we develop, where it
makes financial and strategic sense to do so.
Development progress in 2025
Having secured one of the largest pre-lets of the year in 2024, at the
year end, we had c.1.8 million sq ft under construction, with potential
rental income of £19.6 million, of which 53% has been let. We
deployed £231.0 million of logistics development-related capex over
the course of 2025, in line with our guidance.
We reached practical completion on 1.7 million sq ft of
developments in the year, of which 0.6 million sq ft related to DMA
projects and 0.2 million sq feet was sold. Development completions
in the period added £2.8 million to annual passing rent and sales
generating £10.9 million of profit on disposal. Of the remaining
speculative completions, much of which was back-end weighted in
the year, we see strong occupational interest and have
approximately £8.9 million in solicitors’ hands, which we anticipate
securing leases on in the early part of 2026.
During the course of 2025, we started on c.1.4 million sq ft of new
space which was phased to benefit from an improving occupational
market in 2026.
As guided to, we have seen upward pressure on our development
yield on costs through a combination of stable construction costs,
growing rents and later phase developments benefiting from existing
infrastructure from earlier investment. Let development completions
in 2025 have delivered an average yield on cost of 8%.
We secured 1.2 million sq ft of planning consents and, at the year end,
had approximately 5.1 million sq ft of planning consented opportunities.
Our Investment Policy limits land and development exposure to 15%
of GAV, including a maximum exposure to speculative development
of 5% of GAV. At the year end, we remained well within these limits:
• land and development exposure was 7.4% of GAV; and
• speculative exposure (based on aggregated costs) was 3.1%.
The UK’s largest land portfolio
forlogisticsdevelopment
We categorise our development portfolio as follows, based on the
timing of opportunities:
1. Current development pipeline – assets under construction,
which are either pre-let, let during construction or speculative
developments. The Group owns these sites.
2. Near-term development pipeline – sites with planning
consent received or submitted, and where we aim to begin
construction in the next three years. The Group will own some
ofthese sites, with others held under option and either pending
planning consent or where we have achieved outline planning
but have yet to acquire the land.
3. Future development pipeline – longer-term land opportunities,
which are principally held under option, and which are typically
progressing through the planning process.
1. Current development pipeline – assets under construction
At 31 December 2025, the Group had the following assets in the current development pipeline. The total estimated cost to complete is
£40.2million and the assets have the potential to add £19.6 million to annual passing rents.
Logistics development
Costs to completion
Current development pipeline
H1 2026
£m
H2 2026
£m
H1 2027
£m
Total
£m
Total sq ft
m
Contractual
rent/ERV
£m
Current speculative 9.7 13.3 5.1 28.1 0.8 9.8
Current pre-let 10.5 1.6 — 12.1 1.0 9.8
Total 20.2 14.9 5.1 40.2 1.8 19.6
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
37
The UK’s largest land portfolio for logistics
development continued
2. Near-term development pipeline – construction
expected to commence within the next 12 to 36 months
At the year end, the near-term development pipeline consisted of
land capable of accommodating 6.0 million sq ft of logistics space
and delivering £58.7 million of annual rent. Of this:
• 3.6 million sq ft relates to land with planning consent; and
• 1.7 million sq ft relates to sites where we have submitted a
planning application.
As at 31 December 2025, the Group was awaiting decisions on
planning applications totalling 6.1 million sq ft.
The table below presents the near-term development pipeline at the
year end. Movements in the figures are driven by construction starting
(which moves space to the current development pipeline), or changes
in our view on the likely timing of starts, resulting in movements
between the two categories below. The ERVs in the table are based
on current market rents and therefore assume no further rental growth
before the schemes become income producing.
Logistics development
Total sq ft
m
Current
book value
£m
Estimated
cost to
completion
(uncommitted)
£m
ERV
£m
Potential starts in
the next 12 months 2.1 46.8 216.5 19.2
Potential starts in
the following 24
months 3.9 47.9 503.8 39.4
6.0 94.7 720.3 58.6
3. Future development pipeline
The future development pipeline is predominantly controlled under
longer-term option agreements. Most option agreements contain
anextension clause, allowing us to extend the option expiry date
where necessary. The future development pipeline has sites at
various stages of the planning process, with multiple sites being
currently promoted through local plans. We have continued to
replenish the pipeline by securing options over new sites.
At 31 December 2025, the future development pipeline comprised
1,163 net acres, with the potential to support up to 25.3 million sq ft
of development and generate around £226.8 million of contracted
rent, assuming no future market rental growth.
During the year, the Group recorded an impairment against intangible
and other property assets of £29.1 million (2024: £4.0 million). The
majority of this impairment relates to a single site held under land
option where our expectations on the possible likelihood and timing
of achieving planning consent changed in the year. Given the site’s
national significance, including its potential as a lower-carbon rail
freight connected logistics hub, planning consent was being
progressed through a Development Consent Order (DCO), with the
ultimate decision made by the Secretary of State. In March 2025, the
Secretary of State did not grant planning consent to the scheme in
our proposed form. The impairment represents approximately half of
the overall value of the option and associated costs (noting that a
proportion of the overall acquisition consideration for DB Symmetry
in 2019 had been allocated to this option).
The remaining carrying value on the balance sheet is supported by
athird-party opinion of value in respect of the land option valuation.
The development team is revising its plans for the site, on the basis
of feedback from the DCO process, to seek alternative routes to its
potential development.
Development management agreements
While our development programme primarily creates assets for the
investment portfolio, we occasionally work with a client to develop
an asset for freehold sale to them, where this may help us to gain
planning, open up a site and accelerate our profit capture.
We undertake these freehold sales through a development
management agreement (DMA), under which we manage the
development of an asset in return for a fee and/or profit share.
TheGroup does not own the site during construction or the
completed investment and DMAs are therefore excluded from
ourasset portfolio. DMAs deliver a high-return, capital-light but
variable source of profit, which we can recycle into other
development or investment activity. We also include pre-sales
intheDMA category, where we sell land and then typically
undertake development services for the new landowner.
In 2025, we reached practical completion on a 0.4 million sq ft unit
pre-sold to Siemens Healthineers, and a 0.3 million sq ft unit for
Greggs that we developed under a DMA. Total DMA income in 2025
was £15.5 million (2024: £23.0 million), and our guidance for 2026 is
currently our standard run rate of £3-5 million. The treatment and
impact of DMA income is further discussed in the financial review.
Leveraging our expertise into power
anddata centres
We see opportunities to deliver exceptional returns to Shareholders
through pre-let data centre developments, formally launching our
data centre initiative in January 2025, and we are making
considerable progress.
We have taken an innovative “power-first” approach to developing
data centre assets, recognising the acute scarcity of deliverable grid
connections. In key availability zones, the wait times for power
connections are more than 10 years, which significantly restricts
development of data centres in these locations.
Our power-first model:
• utilises our deep in-house understanding of the UK power network;
• leverages our strong relationships with leading utilities companies,
such as EDF Power Solutions;
• identifies and secures existing grid connection agreements in key
data centre locations; and
• identifies and secures appropriate sites.
This means our data centre developments can be income producing
up to a decade earlier than following the traditional real estate model
of securing the land first. Typically, we will provide the client with a
powered shell, in which the client is responsible for fitting out,
operating and maintaining the data centre. Both of our first two data
centre developments, given their location and quantum of available
power, are attractive to both cloud services provides and for AI
inference.
In January 2025, we purchased the 74-acre Manor Farm site at
Heathrow, London, within the Slough Availability Zone.
Simultaneously, we established a 50:50 joint venture with EDF
Renewables, enabling accelerated power delivery to the site
usingexisting grid connection agreements, with 107MW to be
provided in H2 2027 and 40MW in 2029. This connectivity is
supported by utility-scale battery storage.
Manager’s Report continued
3. Insight driven development and innovation continued
Tritax Big Box REIT plc Annual Report 2025
38
New Look,
Newcastle-
under-Lyme
Priorities for 2026
Our priorities for the year ahead are to:
• deploy £200 to £250 million into new logistics developments,
subject to changes in the macroeconomic backdrop, with an
average targeted yield on cost towards the upper end of our
6-8% guidance range
• achieve planning, a pre-let and commence construction of
107 MW data centre scheme at Manor Farm, Heathrow;
• secure a blend of pre-lets and lettings of speculatively
constructed assets;
• progress planning applications and ensure sufficient
consented land is in a credible delivery state to support our
long-term development activity; and
• aim to continue ongoing replenishment of our land portfolio.
Manor Farm will be one of the UK’s largest data centres, with the
potential to deliver a targeted yield on cost of 9.3%. The capital
requirements are broadly expected to be as follows:
• initial funding of £80.0 million, covering the initial land purchase
(£70.0 million), the 50% joint venture stake (£6.1 million) and
associated costs (£3.9 million);
• £185 million of capital expenditure, contingent on successful
planning and securing a pre-let; and
• c.£100 million of costs contingent on success, including
contingent land consideration and Tritax Management Limited’s
profit share, 50% of which will be paid in Company shares.
We have very strong occupational interest in Manor Farm, and are in
negotiations on a potential pre-let with an occupier following two
rounds of competitive bidding. The planning process is ongoing and
we are awaiting a decision from the Secretary of State, with the
Planning Inspectorate having indicated a decision will be made on or
before 17 March 2026.
During H1 2025, we secured a second data centre site, located in
the broader London availability zone. It has an initial 125MW of
power with the potential for future expansion. This site has the
potential to deliver £23-25 million of annual rent and a highly
attractive target of 10-11% yield on cost. We have had positive
engagement with the local authority and submitted the planning
application towards the end of 2025.
We have a pipeline of further grid connection agreements totalling
more than 1GW. Our target yield on cost for powered shell data
centre opportunities is 9-11% and we expect our capital expenditure
on data centre development to be £100-200 million per annum over
the medium term. Our total capital expenditure on data centre
development was £209 million in 2025, primarily associated with land
purchase costs and securing additional grid connection agreements.
Enhancing ESG through our
developmentactivities
ESG is a core element of our approach to development. Our progress
inthe year included:
• Working to reduce embodied carbon emissions across our new
developments by prioritising lean design and low-carbon
construction materials where feasible.
• Identifying the sustainability risks and opportunities of expanding
into data centres, by preparing an approach to deliver efficient,
low-carbon, resilient and high-quality data centre assets.
> Further information on these initiatives is provided in
theSustainability section of the 2025 Annual Report.
STRATEGIC REPORT
39
Tritax Big Box REIT plc Annual Report 2025
Financial Review
STRONG
OPERATIONAL
ANDFINANCIAL
PERFORMANCE
Our priorities for 2025
We set the following financial priorities for 2025:
Priority Progress
Maintain the
Group’s strong
balance sheet
and liquidity,
and keep the
LTV below 35%.
We continued to carefully manage the Group’s
balance sheet, issuing a £300.0 million
seven-year bond, conducting a tender
offerthat resulted in the repurchase and
cancellation of £184.4 million of our 2026
2.625% loan notes, and securing a
£650.0million short-term debt facility
tofund the cash consideration for the
Blackstone portfolio acquisition.
Following the acquisition, the LTV stood
at33.2% at the year end, within our target
operating range of below 35%.
Continue to
rotate capital
into higher-
returning
opportunities.
Our logistics and data centre development
programmes have continued to be
self-funded, with assets exchanged or
disposed totalling £415.5 million in the year,
in line with our guidance of £350–450 million.
These disposals comprised £266.6million
of non-strategic assets acquired with
UKCM and £148.9 million of logistics
assets. We invested £231.0 million into
ourlogistics development programme
and£209.0 million into our data centre
development projects in 2025 , which we
expect to deliver superior risk
adjusted returns.
Deliver further
growth in
income,
Adjusted
earnings and
dividends.
Net rental income increased by 10.6%, with
Adjusted EPS excluding additional DMA
income growing by 4.1%. The Company’s
progressive dividend policy resulted in a
total dividend of 8.00 pence per share in
respect of the year, up 4.4% on 2024.
“ Supported by our three
multi‑year growth drivers,
wehave the potential to grow
adjusted earnings by 50%
bythe end of 2030*.”
Frankie Whitehead
Chief Financial Officer
* 50% growth potential by the end of FY30, with the baseline reference being
the FY24 Adjusted earnings of £182.4 million. This should not be considered
a profit forecast but an ambition. It assumes no material deterioration in
macroeconomic conditions, including inflation, interest rates and GDP
growth; sustained structural demand in key markets; investment markets
remain open and ability to dispose of assets at or near book values.
Excludes additional DMA income or portfolio value movements.
Tritax Big Box REIT plc Annual Report 2025
40
Overview
The Group delivered further strong financial performance in 2025.
Net rental income increased by 10.6%, including a full year of
rentalincome from the UKCM assets acquired in May 2024 and
approximately 10 weeks’ contribution from the portfolio of assets
acquired from Blackstone, as well as the benefits of our asset
management and development programmes, partially offset by
asset disposals. The Group recognised £15.5 million of DMA
incomein the year (2024: £23.0 million).
Adjusted EPS excluding additional DMA income rose 4.1% to
8.38pence (2024: 8.05 pence). Due to a reduced level of DMA
income in the year, Adjusted EPS was marginally lower at 8.87
pence (2024: 8.91 pence).
The key constituents of Adjusted EPS growth in the year are
shown below:
Pence
2024 Adjusted EPS 8.91
Less: additional DMA income (0.86)
2024 Adjusted EPS excluding additional DMA income 8.05
Net revenue movements resulting from:
- Investment assets 0.34
- Development activity 0.20
- Acquisitions 0.22
- Corporate acquisition impact 0.11
- Disposals (0.25)
Administrative expenses (0.13)
Net finance costs (0.20)
Other 0.04
2025 Adjusted EPS excluding additional
DMAincome 8.38
Additional DMA income 0.49
2025 Adjusted EPS 8.87
The total dividend for the year was 8.00 pence per share
(2024:7.66pence), an increase of 4.4% and in line with the
Group’sdividend policy.
The EPRA NTA per share at 31 December 2025 was 187.76 pence
(31December 2024: 185.56 pence), with growth driven by the
£198.6 million (2024: £243.7 million) change in fair value of
investment properties.
The business remains soundly financed, with an LTV of 33.2%
(31December 2024: 28.8%), including the impact from the cash
consideration paid as part of the acquisition of the Blackstone
portfolio inOctober 2025. We were pleased that Moody’s Ratings
upgraded the Company’s credit rating to A3 (stable) from Baa1
(positive). Seethe Creditrating section for more information.
Acquisition of the Blackstone portfolio
On 22 October 2025, the Company completed the acquisition
ofa£1.04 billion logistics portfolio from Blackstone. The
consideration comprised:
• £632 million in cash, funded via a new £650 million debt facility
from Santander Corporate & Investment Bank; and
• 221,444,706 new Ordinary Shares
1
, at a price of 161 pence per
share, representing a 13.5% premium to the closing share price
of141.9 pence per share on 10 October 2025 (the last date
beforethe announcement of the transaction).
The total consideration was therefore £974.3 million. The difference
between the total consideration and the fair value of the net assets
acquired of £985.3 million, net of acquisition costs, was a gain of
£11.0 million. The transaction has been accounted for as an asset
acquisition, resulting in these assets and liabilities initially being
accounted for in the balance sheet at fair value.
The consideration has been allocated across the net assets
acquired by fair valuing the debt acquired, fair valuing working
capital acquired (given the short term nature of the amounts these
values have been taken to represent cost), and fair valuing cash
acquired (being the principal amount) with the remaining
consideration being allocated across the investment properties
acquired (refer to note 17).
Assets and liabilities acquired: £m
Investment property fair value 1,000.9
Discount to cost on acquisition (11.0)
Investment property recognised at cost 989.9
Cash 23.4
Other net assets (21.6)
Acquisition costs (17.4)
Total consideration paid 974.3
Consideration paid – shares 329.1
Deferred consideration 13.0
Consideration paid – cash 632.2
The property assets have subsequently been revalued at the
yearend, in line with the Group’s accounting policy, and therefore
this gain has been recognised within changes in fair value of
investment property during the year. Please also see note 17
tothefinancial statements.
We expect the acquisition to be mid-single digit accretive to
Adjusted EPS (excluding additional DMA) in 2026, supporting our
income-led growth strategy and enhancing our ability to target
sustainable earnings and dividend progression. Blackstone is
providing an aggregate £20.0million rental reversion bridge, which
we will recognise withinAdjusted earnings over the next three
financial years effectively accelerating the capture of the portfolio’s
rental reversion. Thecombination of net rental income from the
acquired assets andthe recognised reversionary bridge is expected
to deliver a day-one running yield of c.6.0%.The reversionary bridge
will be recognised on a reducing annual basis, to reflect the actual
capture of the rental reversion from rent reviews and other lease
events, as passing rent increases over the period. We anticipate
50-60% of the reversionary bridge will be recognised with Adjusted
earnings in FY 2026, 40-50% in FY 2027 and 0-10% in FY 2028.
In addition to the reversionary bridge, Blackstone has agreed to
provide rental cover for one pre-let asset undergoing refurbishment,
which is set to complete in March 2026, with an annual rental value
of £2.5 million. There are a number of vacant assets in the acquired
portfolio. Rental cover is provided for six vacant units with a total
rental value of £1.3 million per annum, with the rental guarantees on
each of these assets running until the earlier of when they are let or
March 2027.
Presentation of financial information
The financial information is prepared under IFRS. The Group’s
subsidiaries are consolidated at 100% and its interests in joint
ventures are equity accounted for.
The Board continues to see Adjusted EPS
2
as the primary measure
of recurring earnings and the most appropriate measure when
determining dividend distributions. Adjusted EPS
2
is based on
EPRA’s Best Practices Recommendations and excludes items
considered to be exceptional, not in the ordinary course of business
or not supported by recurring cash flows.
1. Further shares may be issued in due course, following post-completion
adjustments under the sale and purchase agreement.
2. Excluding additional DMA income.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
41
Financing costs
Net financing costs for the year were £68.9 million (2024: £63.5 million),
excluding the loss in the fair value of interest rate derivatives of £7.3 million
(2024: £5.3 million loss). The weighted average cost of debt at the year
end was 3.6% (31 December 2024: 3.1%), reflecting higher interest rates
on recent debt issuance, including the bridging facility used to finance
the acquisition of the Blackstone portfolio. The bridging facility, which is
only expected to be in place for a temporary period, has financing costs
payable at a variable rate. The Group currently expects to repay this
facility via a combination of asset disposals and terming out the balance
of this into the longer-term fixed-rate debt markets during 2026. For this
reason we quote our debt financing metrics both inclusive and exclusive
of the bridging facility. The percentage of the Group’s drawn debt that is
either fixed rate or covered by interest rate caps stood at 72.7% at
31 December 2025 (31 December 2024: 93%) when including the
bridging facility, and 93.7% when excluding the bridging facility.
Seehedging policy below for more information. Average drawn debt
during the year was £2,262.6 million (2024: £1,921.9 million).
In 2025, we capitalised £14.8 million of interest expense, up from
£6.0 million in 2024. The increase is driven by the capital deployed
into data centre developments in the year, of which nearly all of this
investment fell in Q1 2025. Our data centre development pipeline
differs from our logistics development pipeline from an investment
lead time perspective. Our logistics assets are relatively quick to
construct, at around nine to twelve months, and our policy is to
capitalise interest using our average cost of debt during the vertical
construction phase of the asset. In contrast, data centre projects
have longer timeframes attached to both the infrastructure works as well
as vertical construction; therefore we commence capitalising interest
from the point of land drawdown/infrastructure commencement. Our
joint venture agreement with EDF results in the Company charging a
finance rate to the JV in line with the current cost of borrowing under our
corporate RCF. Interest capitalised in relation to data centre
developments is therefore proportionately greater than for logistics
developments.
The interest cover ratio, calculated as operating profit before
changesin fair value and other adjustments divided by net finance
expenses, was 4.1x (2024: 4.4x). The net debt to EBITDA
1
ratio was
8.6x(31 December 2024: 7.3x).
Tax
The Group has continued to comply with its obligations as a UK REIT
and is exempt from corporation tax on its property rental business.
A tax charge of £nil million arose in the year (2024: £0.3 million).
Profit and earnings
Profit before tax was £363.3 million (2024: £445.8 million), with the
movement between the two years primarily reflecting the overall
growth in operating profit before changes in fair value and other
adjustments, the valuation performance of the Group’s investment
properties, impairment charges (as noted above) and the difference
in net finance expense.
Basic EPS was 14.39 pence (2024: 19.67 pence). Basic EPRA EPS,
which excludes the impact of property valuation movements, was
8.43 pence (2024: 8.93 pence).
Adjusted EPS for the year was 8.87 pence (2024: 8.91 pence)
(seenote15 for the calculation). The metric we see as closest to recurring
earnings is Adjusted EPS excluding DMA income above the anticipated
run rate, which was 8.38 pence for the year (2024: 8.05 pence).
Once the completion accounting is finalised for the Blackstone
portfolio acquisition, the Company may issue up to 8 million further
Ordinary Shares to Blackstone as the final tranche of the acquisition
consideration. See note 15 to the financial statements for information
on fully diluted EPS calculations.
1. Calculated based on pro-forma EBITDA inclusive of full 12 months contribution
of portfolio acquired from Blackstone in 2025 and UKCM in 2024.
Financial Review continued
Financial results
Net rental income
Net rental income grew by 10.6% to £305.3 million (2024: £276.0 million),
as described in the overview section above.
Contracted annual rent at the year end was £360.9 million
(31December 2024: £313.5 million), with the movement reconciled
below. The annual passing rent at the year end was £337.2 million
(31 December 2024: £296.8 million).
Contracted annual rent
£m
As at 31 December 2024 313.5
Development lettings 3.9
Acquisition 4.6
Rental reviews and asset management 14.9
Portfolio acquired from Blackstone 54.9
Disposals (24.1)
Lease expiry (6.8)
As at 31 December 2025 360.9
Other operating income – DMA income
As described in the Insight driven development and innovation section,
the Group earns DMA income from managing developments for third
parties or pre-selling developments to owner-occupiers. This is an
attractive and profitable activity as the third party typically funds the
development, resulting in a high return on capital for us. We include
DMA income within Adjusted earnings, as it is supported by
cash flows.
However, DMA income, however, is more variable than property rental
income and its timing can affect our earnings from period to period. In
2025, the Group recognised £15.5 million of DMA income (2024:
£23.0 million).
In 2026 and over the medium term, we expect the run rate for DMA
income to be £3.0-5.0 million per year. To aid comparability across
periods and to give us a recurring earnings figure to base our
dividendon, we also calculate Adjusted earnings excluding DMA
income above this run rate (see Profit and earnings below).
Theadditional DMA income is then available to be recycled into
development or investment opportunities.
Administrative and other expenses
Administrative and other expenses, which include all the operational
costs of running the Group, were £37.1 million (2024: £33.7 million).
The Investment Management fee for the year was £27.2 million
(2024: £24.6 million), reflecting a full year of the increased capital
base following the May 2024 UKCM acquisition along with a
reflection of the increased capital base following the acquisition
ofthe Blackstone portfolio.
The EPRA Cost Ratio (including vacancy cost) was 13.7%
(2024:13.6%). The EPRA Cost Ratio (excluding vacancy cost)
reduced to12.4% (2024: 12.6%).
Operating profit
Operating profit before changes in fair value and other adjustments
was £281.6 million (2024: £265.3 million).
During the year, the Group sold or exchanged to sell £415.5 million
ofinvestment assets. The loss on disposal of investment property in
the year was £11.5 million, reflecting acquisition costs incurred on
these transactions. In aggregate across the c.80% of UKCM assets
realised to date, we have achieved disposal prices for these assets
in aggregate ahead of their acquisition price. See the Direct and
active management section for more information.
The Group has also recorded an impairment against intangible
andother property assets of £29.1 million (2024: £4.0 million), as
explained in the Insight driven development and innovation section.
Tritax Big Box REIT plc Annual Report 2025
42
Dividends
We aim to deliver an attractive and progressive dividend. The Board’s
policy is for the first three quarterly dividends to each represent 25%
of the previous full-year dividend, with the fourth-quarter dividend
determining any progression. The aim is to achieve an overall pay-out
ratio in excess of 90% of Adjusted earnings (excluding additional
DMA income).
Following this policy, the Board has declared the following interim
dividends in respect of 2025:
Declared
Amount
per share
In respect of
three months to
Paid/to be
paid
8 May 2025 1.915p 31 March 2025 13 June 2025
6 August 2025 1.915p 30 June 2025 5 September 2025
8 October
2025 1.915p 30 September 2025 27 November 2025
27 February
2026 2.255p 31 December 2025 27 March 2026
Total 8.000p
The total dividend of 8.00 pence was a 4.4% increase
(2024:7.66pence). The pay-out ratio was 95% of Adjusted
EPSexcluding additional DMA income.
The cash cost of the dividends in relation to the year was £200.9 million
(2024: £174.9 million). See note 16 for the calculation.
Portfolio valuation
The total portfolio value at 31 December 2025 was £7.89 billion
(31December 2024: £6.55 billion), including the Group’s share
ofjoint ventures:
31 December
2025
£m
31 December
2024
£m
Investment properties 7,391.1 5,929.4
Other property assets 0.8 1.7
Land options (at cost) 124.2 148.8
Share of joint ventures 25.2 24.4
Financial Asset 2.4 3.2
Assets held for sale 350.9 440.4
Portfolio value 7,894.6 6,547.9
CBRE and JLL independently value the Group’s assets that are leased,
pre-leased or under construction. These assets are recognised in the
Group Statement of Financial Position at fair value. The gain recognised
on revaluation of the Group’s investment properties was £198.6 million
(2024: £243.7 million). The investment portfolio equivalent yield at the
year end remained stable at 5.7% (31 December 2024: 5.7%). This was
supplemented by continued progress with the development programme
and further growth in ERVs, which were 4.0% higher over the period.
(2024: 3.6%)
Colliers independently values all owned and optioned land. Under IFRS,
land options are recognised at cost and subject to impairment review.
As at 31 December 2025, the Group’s investment in land options totalled
£124.2 million (31 December 2024: £148.8 million). As noted earlier in
thefinancial review and the Insight driven development and innovation
section, we recorded an impairment charge of £29.1 million, largely
inrelation to the Group’s option on land over a single strategic site.
The share of joint ventures in the table above comprises 50% interests
in certain SPVs, relating to land and land options, as well as the Manor
Farm joint venture. These are equity accounted for and appear as a
single line item in the Statement of Comprehensive Income and
Statement of Financial Position
Capital expenditure
Capital expenditure totalled £1,544.0 million in the year
(2024:£1,434.4 million). This included:
• £231.0 million of capital investment into logistics development
(2024: £221.7 million);
• £209.0 million of capital investment related to our data centre
projects, which included acquiring the Manor Farm site, our
second data centre site and a grid connection agreement
(2024:£nil); and
• £1,065.9 million for the portfolio acquired from Blackstone and
one standing investment purchase (2024: £1,149.1 million for the
acquisition of UKCM and one standing asset).
Embedded value within land options
As land under option approaches the point of receiving planning
consent, any associated risk should reduce and the fair value should
increase. When calculating EPRA NTA, the Group therefore makes
afair value mark-to-market adjustment for land options. At the year
end, the fair value of land options was £17.7 million greater
(31December 2024: £18.0 million greater) than costs expended to date.
Net assets
The table below reconciles the movement in EPRA NTA per share
during the year:
Pence
EPRA NTA per share as at 31 December 2024 185.56
Operating profit net of finance costs 6.82
Investment assets 1.63
Development assets 4.89
Land options (1.09)
Portfolio acquired from Blackstone (2.62)
Dividends paid (7.43)
EPRA NTA per share as at 31 December 2025 187.76
The Total Accounting Return for the year, which is the change in
EPRA NTA plus dividends paid, was 5.5% (2024: 9.0%). When
excluding items considered to be non-recurring, which include
impairment of land options, performance of the non-core assets held
in the year and the dilutive impact of the share issue in relation to the
acquisition of the Blackstone assets, the underlying Total Accounting
Return was 8.5%. A full reconciliation can be seen below:
%
Earnings return 4.7
Investment portfolio performance 1.9
Development portfolio performance 2.6
Other (0.7)
Underlying Total Accounting Return 8.5
Non-core asset performance (1.0)
Land option impairment charge (0.6)
Share issue in relation to Blackstone portfolio acquisition (1.4)
Total Accounting Return 5.5
Equity issuance
In relation to the acquisition of the portfolio from Blackstone, the
Company issued 221,444,706 new Ordinary Shares to Blackstone at
an issue price of 161p, a 13.5% premium to the closing share price
immediately prior to the share issue announcement of the
transaction. These shares were admitted to trading on 22 October
2025. Following this, the Company had 2,702,122,165 Ordinary
Shares in issue at 31 December 2025, an increase of 8.9% at
the year end.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
43
Financial Review continued
Financial results continued
Debt capital
At 31 December 2025, the Group had the following borrowings:
Lender Maturity
Loan
commitment
£m
Notional
amount drawn
£m
Balance sheet
carrying value
£m
Loan notes
2.625% Bonds 2026 Dec 2026 65.6 65.6 65.6
2.86% Loan notes 2028 Feb 2028 250.0 250.0 250.0
2.98% Loan notes 2030 Feb 2030 150.0 150.0 150.0
3.125% Bonds 2031 Dec 2031 250.0 250.0 248.5
4.75% Bonds 2032 Nov 2032 300.0 300.0 297.1
1.5% Green Bonds 2033 Nov 2033 250.0 250.0 247.7
Bank borrowings
RCF (syndicate of seven banks) Oct 2029 500.0 190.0 190.0
RCF (syndicate of six banks) Jun 2030 400.0 133.0 133.0
Helaba Jul 2028 50.9 50.9 50.9
PGIM Real Estate Finance Mar 2027 90.0 90.0 90.0
Canada Life Apr 2029 72.0 72.0 72.0
Barclays Oct 2027 150.0 150.0 150.0
Barings Real Estate Advisers Apr 2027 100.0 100.0 100.0
Barings Real Estate Advisers Feb 2031 100.0 100.0 100.0
Santander Apr 2028 622.0 622.0 622.0
Total 3,350.5 2,773.5 2,766.8
During the year, the Group agreed a £650.0 million facility with
Santander Corporate & Investment Banking, to finance the cash
consideration for the Blackstone portfolio acquisition. The facility has an
opening margin of 80 bps above SONIA and an initial term of 12 months,
with the option to extend by 18 months fully at the Company’s
discretion. Our current intention is to refinance this loan in the
short-term via a mix of asset disposals and longer term debt refinancing.
In June 2025, we announced that we had entered into a new
£400.0million unsecured RCF with a syndicate of existing and new
lenders, to refinance the previous £300.0 million RCF and provide
further capacity to support our investment and development activities.
Thenew RCF has an initial five-year term and can be extended to
seven years with lender consent. It also contained an uncommitted
£200.0million accordion option. It features the same margin ratchet
as the previous facility, with an opening margin of 110 bps and a
margin reduction in future if the Company receives a rating upgrade
toA3 orhigher from Moody’s or the equivalent from S&P or Fitch.
The Company also successfully priced a new £300.0 million bond
inNovember 2025, under its £1.5 billion Euro Medium Term Note
Programme. The 2032 Notes have a tenor of seven years and an interest
rate of 4.75%, priced at 85 bps over the seven-year benchmark Gilt.
At the same time, the Company announced a tender offer to
repurchase its outstanding £250.0 million 2.625% unsecured bonds
due 14 December 2026. The Company received valid tenders of
£184.4 million, at a purchase price of 98.6%. Following cancellation
ofthe purchased notes, notes with a nominal value of £65.6 million
remain outstanding.
Including the bridging facility, 58.7% of the Group’s drawn debt as at
31 December 2025 was at fixed interest rates. When excluding the
bridging facility, this increases to 75.7%. For its variable rate debt, the
Group typically uses interest rate caps which run coterminous with
the respective loan and protect the Group from significant increases
in interest rates. As the new Santander facility has an initial term of
only 12 months and our intention is to refinance it as stated above,
wehave chosen not to hedge this debt. As a result, the Group had
either fixed or capped rates on 73% of its drawn debt at the year end
(31 December 2024: 93%). Excluding the Santander facility, 94% of
drawn debt is at fixed or capped rates. Our policy remains to have
atleast 90% of drawn debt at either fixed or capped rates.
Debt maturity
At the year end, assuming all borrower extensions would be
utilised,the Group’s debt had an average maturity of 4.3 years
(31December 2024: 4.7 years). Excluding the Santander facility,
theaverage maturity was 4.8 years at 31 December 2025.
Loan to value (LTV)
The Group has a conservative leverage policy. At the year end,
theLTV was 33.2% (31 December 2024: 28.8%), with the increase
primarily resulting from the debt-financed element of the Blackstone
portfolio consideration. As previously announced, we intend to
undertake targeted disposals inorder to reduce the LTV back towards
30%. For 2026, we are targeting disposals of £400-£500 million and
our longer-term guidance for asset disposals is £250-350 million
per annum.
Net debt and operating cash flow
Net debt at the year end was £2,616.7 million (31 December 2024:
£1,883.3 million), comprising £2,773.5 million of gross debt less
£130.6 million of available cash held (31 December 2024:
£1,963.9million gross debt, £80.6 million cash).
Net operating cash flow was £312.8 million for the year
(2024:£195.4million).
Going concern
We continue to have a healthy liquidity position, with strong levels
ofrent collection, a favourable debt maturity profile and debt costs
which are substantially fixed or hedged.
Tritax Big Box REIT plc Annual Report 2025
44
Aspect Guidance
Portfolio rental
reversion capture
Potential opportunity to capture 73%
by2028
Blackstone
portfolio acquisition
accretion
Expected to be mid-single digits
enhancement to earnings per share in
2026 and meaningfully accretive thereafter
Logistics
development
capex
£200–250 million per annum at 6-8%
yield on cost
Data centre
development
capex
£100–200 million per annum at 9–11%
yield on cost
Asset disposals FY26: £400–500 million expected
disposals subject to market conditions
Longer-term: £250–350 million per
annum at 5-6% NIY
DMA income Expected run rate of £3.0–5.0 million per
annum with ad hoc guidance provided in
year as required
LTV Reduce to the lower end of the 30–35%
target range, through the additional
disposals set out above
Capitalised
interest
FY26: Approximately £15–20 million,
subject to data centre construction timing
The Directors have reviewed our current and projected financial
position over a five-year period, making reasonable assumptions
about our future trading performance. Various forms of sensitivity
analysis have been performed, in particular regarding the financial
performance of our clients and expectations over lease renewals.
Asat 31 December 2025, our property values would have to fall
byapproximately 50% before our loan covenants are breached at
the corporate level.
At the year end, we had £577 million of undrawn commitments
under our senior debt facilities and £130.6 million of cash, of which
£46.8million (see note 34) was committed under various development
and purchase contracts. Our loan to value ratio stood at 33.2%, with
the debt portfolio having an average maturity term assuming all
borrower extensions would be utilised, of approximately 4.3 years.
As at the date of approval of this report, we had substantial
headroom within our debt covenants. Our financial covenants have
been complied with for all loans throughout the period and up to the
date of approval of these financial statements. As a result, the
Directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence
for the foreseeable future, which is considered to be to date.
Credit rating
In October 2025, Moody’s Ratings upgraded the Company’s credit
rating to A3 (stable) from Baa1 (positive).
This followed the portfolio acquisition from Blackstone and reflects
our growing scale, increased portfolio diversification and continued
focus on resilient, high-quality logistics assets. In addition,
Moody’srecognised the significant opportunity to deliver exceptional
risk-adjusted returns through our innovative "power-first" data centre
development strategy.
In its published rationale, Moody’s highlighted the following key
drivers for the upgrade:
• Resilient portfolio performance: The continued strong
operationalperformance of our prime logistics portfolio,
evidenced by high occupancy levels, sustained rental growth
andpositive rental reversions.
• Increased diversification: The meaningful increase in the number
of assets in the portfolio and greater diversification of our product
offering, via entry into the attractive urban logistics sector and
securing a data centre pipeline.
• Prudent financial policy: Our consistent track record of
maintaining a strong balance sheet, demonstrated by a disciplined
approach to leverage with a low LTV ratio and a well-termed,
largely fixed-rate debt profile.
Alternative Investment Fund Manager (AIFM)
The Manager is authorised and regulated by the Financial Conduct
Authority (FCA) as a full-scope AIFM. The Manager is therefore
authorised to provide services to the Group and the Group benefits
from the rigorous reporting and ongoing compliance applicable to
AIFMs in the UK.
As part of this regulatory process, Langham Hall UK Depositary LLP
(Langham Hall) is responsible for cash monitoring, asset verification
and oversight of the Company and the Manager. In performing its
function, Langham Hall conducts a quarterly review during which it
monitors and verifies all new acquisitions, share issues, loan facilities
and other key events, together with Shareholder distributions, the
quarterly management accounts, bank reconciliations and the
Company’s general controls and processes. Langham Hall provides
a written report of its findings to the Company and to the Manager,
and to date it has not identified any issues. The Company therefore
benefits from a continuous real-time audit check on its processes
and controls.
Guidance
The table below summarises the guidance we have included
throughout this report:
Post balance sheet events
In January and February 2026, the Company sold £12.3 million
ofnon-strategic assets and exchanged £11.5 million of logistics
investment assets.
Priorities for 2026
Our financial priorities for the year ahead are to:
• maintain a strong balance sheet and modestly reduce the
LTV from its current position to provide the Group
withgreater financial flexibility;
• through a rigorous focus on delivering strong operational
performance, continue to grow income, Adjusted earnings
per share and dividends; and
• continue to rotate capital into risk-adjusted accretive
opportunities, maintaining our selective and disciplined
approach to capital allocation.
Frankie Whitehead
Chief Financial Officer
26 February 2026
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
45
Manager’s Q&A
STAKEHOLDER
QUESTIONS
What gives you confidence in
delivering your 2030 adjusted
earnings ambition?
Our confidence is underpinned by the strength and resilience of our
portfolio, the quality of our client base, and our disciplined approach
to growth. The transformational progress made in 2025 will enable
us to capture further substantial rental reversion as well as adding
anew growth driver to the business in a complementary adjacent
sub-sector, which is also supported by strong structural
demand-supply trends. With embedded opportunities across asset
management, logistics development and data centres, we are well
placed to achieve c.50% earnings growth by the end of 2030.
Ourrobust balance sheet, prudent capital allocation, and continued
investment in our team provide the foundation for sustainable
growthand attractive returns for Tritax Big Box Shareholders.
Ihavenever been more confident in or excited about what the
business can deliver in the short, medium and long term.
What were the standout achievements
made in 2025?
2025 was a landmark year for Tritax Big Box, marked by two pivotal
achievements: the acquisition of an exceptional portfolio from
Blackstone and the launch of our “power-first” data centre pipeline.
The Blackstone transaction significantly increased our urban
logistics exposure, adding well-located assets at attractive entry
prices whilst accelerating our ability to capture rental reversion.
Simultaneously, our data centre strategy positions us at the forefront
of key global trends, targeting exceptional risk-adjusted returns.
These milestones, alongside continued progress in asset
management and development, have strengthened our portfolio,
enhanced our growth prospects, and reinforced our reputation as
the UK’s leading logistics REIT.
“ I have never been more
confident in or excited about
what the business can deliver
inthe short, medium and
long term.”
Colin Godfrey
Chief Executive Officer
Aubrey Adams
Independent Chair
How are your funding levers and
financial strength supporting growth?
Our financial strength is reflected in a robust balance sheet, built on
disciplined use of leverage as well as access to multiple funding
sources. In 2025, we successfully refinanced major debt facilities,
issued new bonds and maintained liquidity to support strategic
acquisitions and development. Asset disposals have enabled us to
recycle capital into higher-returning opportunities, while our prudent
approach to leverage ensures flexibility and resilience. The Group’s
upgraded credit rating to A3 and strong liquidity position provide
confidence in our ability to fund growth across our logistics and data
centre pipelines, all whilst delivering high-quality earnings growth,
supporting progressive dividends for Tritax Big Box Shareholders.
Frankie Whitehead
Chief Financial Officer
Tritax Big Box REIT plc Annual Report 2025
46
How has the disposal programme, post
the UKCM acquisition progressed?
Despite lower transactional activity in the investment market, we
have made exceptional progress in our capital recycling programme.
With the non-strategic assets that formed part of the UKCM
acquisition we have nearly completed our exit, with c.80% sold and
only three non-core assets remaining. This is a great achievement
given some of the weaker sub-sectors in which these assets were.
We are on track to sell these assets in line with our acquisition cost
as guided to.
In parallel, we continue to review our logistics portfolio and selling
assets where appropriate – recycling the capital into higher
returningopportunities.
How has 2025 shaped out for
occupational markets?
Take-up increased by 22% to 25.6m sq ft with demand from
adiverse range of occupier types for buildings across all size
bands. Looking ahead, market dynamics will benefit from
reduced supply, as space under construction fell over 2025.
Thiswas particularly the case for speculatively developed
buildings, which were 47% down at year end, at 6.8m sq ft.
Vacancy stands at 7.1% but the picture is far from uniform, with
the average smoothing out significant differences by building
type and geography. Vacancy for newly developed space, for
example, fell in the second half of 2025, while second-hand
vacancy increased. Rental growth remains ahead of inflation,
at3.9%, creating real income growth.
How have you adapted your business
to manage a greater volume of urban
and last mile logistics assets?
We have successfully grown our urban logistics exposure to 20%
ofour portfolio through the acquisitions of the UKCM and
Blackstone portfolios. In parallel, Tritax Management has been
investing in its capabilities to ensure it can maximise the full value
from these opportunities. This investment has been formed of
increased head count, recruiting a range of people with the
necessary skills and experience, and in our systems and processes.
The combination of the two will ensure we can continue to provide
the high level of service our clients expect and capture the
significantopportunities in these assets to maximise returns for
Tritax Big Box Shareholders.
Petrina Austin
Head of Asset
Management
Bjorn Hobart
Investment Director
Do you see the potential for further
acquisition activity?
M&A activity is something the Board remains mindful of, with all options
weighed and considered thoughtfully and appropriately. This disciplined
process underpinned the successful acquisitions of UKCM and the
Blackstone portfolio, each identified, analysed, appraised and executed
to strengthen the business strategically. As ever, this is approached
with a keen eye on capital allocation and a commitment to ensuring
any transaction is accretive and aligned with Shareholder interests.
That said, our focus is firmly on the substantial organic growth opportunities
within our three explicit growth drivers – capturing rental reversion,
developing our logistics pipeline, and delivering data centre projects
– as showcased at this year’s Capital Markets Day. These opportunities
are within our short- and medium-term reach and represent a clear
path to achieving our 2030 adjusted earnings growth ambition.
While we remain open to compelling opportunities, management
attention and energy will continue to be applied to these drivers,
ensuring disciplined execution and value creation for Shareholders.
Ian Brown
Head of Corporate
Strategy and Investor
Relations
Henry Stratton
Head of Research
andStrategy
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
47
7.38p
7.51p
7.75p
8.05p
8.38p
6.70p
7.00p
7.30p
7.66p
8.00p
0.79%
0.76%
0.86%
0.83%
0.79%
30.5%
(15.9)%
2.2%
9.0%
5.5%
Key Performance Indicators
MEASURING OUR
PERFORMANCE
Our objective is to deliver attractive, low-risk returns to Shareholders, by
executing the Group’s Investment Policy and operational strategy. Set out below
are the key performance indicators we use to track our progress. For a more
detailed explanation of performance, please refer to the Manager’s Report.
1. Adjusted earnings
per share (excluding
additional DMA income)
The Adjusted EPS reflects
our ability to generate
earnings from our portfolio,
which ultimately underpins
our dividend payments.
8.38p
per share for the year to
31December 2025
(2024: 8.05p)
3. Total Expense Ratio
This is a key measure of our
operational performance.
Keepingcosts low supports
ourambition to maximise
returns forShareholders.
0.79%
at 31 December 2025
(31December 2024: 0.83%)
2. Dividend per share
The dividend reflects our ability
to deliver a low-risk but growing
income stream from our
portfolio and is a key element
of our TAR.
Relevance to strategy
8.00p
per share for the year to
31December2025
(20 24: 7.66p)
4. Total Accounting Return
(TAR)
TAR calculates the change in
the EPRA Net Tangible Assets
(EPRA NTA) over the period
plus dividends paid. It measures
the ultimate outcome of our
strategy, which is to deliver
value to our Shareholders
through our portfolio and to
deliver asecure and growing
income stream.
5.5%
for the year to
31December2025
(2024: 9.0%)
2023 20232023 2023
2022
2021
2025 20252025 2025
2021 20212021
2022 20222022
2024 20242024 2024
Tritax Big Box REIT plc Annual Report 2025
48
220.6p
180.37p
177.15p
185.56p
187.76p
23.5%
31.2%
31.6%
28.8%
33.2%
13.0 years
12.6 years
11.4 years
10.3 years
9.6 years
81/100
83/100
85/100
85/100
85/100
2023 2023 2023 2023
2025 2025 2025 2025
2021 2021 2021 2021
2022 2022 2022 2022
2024 2024 2024 2024
Relevance to strategy
7. Weighted average
unexpired lease
term(WAULT)
The WAULT is a key measure of
the quality of our portfolio. Long
lease terms underpin the
security of our income stream.
9.6 years
at 31 December 2025
(31December 2024: 10.3 years)
8. Global Real Estate
Sustainability Benchmark
(GRESB) score
The GRESB score reflects the
sustainability of our assets
andhow well we are managing
ESG risks and opportunities.
Sustainable assets protect
usagainst climate change
andhelp our clients to
operateefficiently.
2. GRESB changed its scoring
methodology in 2024 and the
result is not directly comparable
to previous years.
85/100
2
and fourGreen Starrating
in2025
99/100
and fiveGreenStar rating
for developments in2025
5. EPRA NTA per share
1
The EPRA NTA reflects our
ability to grow the portfolio and
to add value to it throughout
the lifecycle of our assets.
1. EPRA NTA is calculated in
accordance with the Best
Practices Recommendations of
the European Public Real Estate
Association (EPRA). We use
these alternative metrics as they
provide a transparent and
consistent basis to enable
comparison between European
property companies.
187.76p
at 31 December 2025
(31December 2024: 185.56p)
6. Loan to value ratio (LTV)
The LTV measures the
prudence of our financing
strategy, balancing the potential
amplification of returns and
portfolio diversification that
come with using debt against
the need to successfully
manage risk.
33.2%
at 31 December 2025
(31December 2024: 28.8%)
Next, Doncaster
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
49
£212.7m/8.42p £5.1bn/187.76p £5.6bn/207.56p £5.2bn/193.06p
£202.3m/8.93p £4.6bn/185.56p £5.0bn/203.51p £4.8bn/192.6p
£113.1m/6.01p £3.4bn/177.15p £3.7bn/195.19p £3.5bn/183.95p
£144.8m/7.66p £3.4bn/180.37p £3.8bn/201.17p £3.6bn/192.18p
£131.2m/7.47p £4.2bn/222.6p £4.5bn/242.84p £4.1bn/219.27p
EPRA Performance Measures
1. EPRA Earnings
(diluted)
See note 15.
2. EPRA Net
Tangible Assets
See note 30.
3. EPRA Net
Reinstatement
Value (NRV)
4. EPRA Net Disposal
Value(NDV)
A key measure of a
company’s underlying
operating results and an
indication of the extent to
which current dividend
payments are supported
by earnings.
Assumes that entities buy and
sell assets, thereby crystallising
certain levels of unavoidable
deferred tax.
Assumes that entities never sell
assets and aims to represent
the value required to rebuild
the entity.
Represents the Shareholders’
value under a disposal
scenario, where deferred tax,
financial instruments and
certain other adjustments are
calculated to the full extent of
their liability, net of any
resulting tax.
Purpose
MEASURING OUR
PERFORMANCE
The table below shows additional performance measures, calculated in accordance
with the Best Practices Recommendations of the European Public Real Estate
Association (EPRA). We provide these measures to aid comparison with other
European real estate businesses.
> For a full reconciliation of all EPRA performance measures,
please see the Notes to the EPRA and other key performance indicators.
£212.7m/
8.42p per share
(2024: £202.3m/
8.93p per share)
£5.1bn/
187.76p per share
as at 31 December 2025
(31 December 2024:
£4.6bn/185.56p per share)
£5.6bn
207.56p per share
as at 31 December 2025
(31 December 2024:
£5.0bn/203.51p per share)
£5.2bn/
193.06p per share
as at 31 December 2025
(31 December 2024:
£4.8bn/192.60p per share)
2023 2023 2023 2023
2025 2025 2025 2025
2021 2021 2021 2021
2022 2022 2022 2022
2024 2024 2024 2024
Tritax Big Box REIT plc Annual Report 2025
50
3.56%
4.19%
4.15%
4.26%
4.38%
3.75%
4.39%
4.6%
4.61%
4.64%
0.0%
2.1%
2.5%
5.7%
5.6%
13.9%
15.7%
13.1%
13.6%
13.7%
32.9%
33.3%
30.1%
35.4%
This measure should
make it easier for
investors to judge for
themselves how the
valuations of two
portfolios compare.
This measure should
make it easier for
investors to judge for
themselves how the
valuations of two
portfolios compare.
A “pure” (%) measure
ofinvestment property
space that is vacant,
based on ERV.
A key measure to
enable meaningful
measurement of the
changes in a
company’s
operating costs.
* No vacancy costs
toinclude.
A key shareholder-
gearing metric to
determine the
percentage of debt
comparing to the
appraised value of
the properties.
Purpose
5. EPRA Net Initial
Yield (NIY)
6. EPRA
“topped-up” NIY
7. EPRA Vacancy 8. EPRA Cost Ratio 9. EPRA LTV
4.38%
as at 31 December 2025
(31 December 2024:
4.26%)
4.64%
as at 31 December 2025
(31 December 2024:
4.61%)
5.6%
as at 31 December 2025
(31 December 2024:
5.7%)
13.7%
including vacancy costs
(2024: 13.6%)
12.4%
excluding vacancy costs
(2024: 12.6%)
35.4%
as at 31 December
2025 (31 December
2024: 30.1%)
2023 2023 2023 2023* 2023
2025 2025 2025 2025 2025
2021 2021 2021 2021*
2022 2022 2022 2022* 2022
2024 2024 2024 2024 2024
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
51
ESG
CREATING VALUE THROUGH
ESG INTEGRATION
The importance of sustainability to our business is clear. Our clients
prefer modern buildings that are powered by clean energy, are
energy efficient, have the power and resilience to accommodate
fleet electrification and automation, and provide a safe and healthy
working environment for their employees. We are therefore committed
to delivering sustainable buildings through our development programme
and to working in partnership with our clients on sustainability initiatives,
helping them progress their own ESG targets while delivering improved
financial outcomes, reduced risks, and enhanced long-term value for
our stakeholders.
A year of progress for the Group
This was a year of progress for us, underpinned by strong
ESGperformance.
In particular, we focused on:
• Deepening our understanding of the actions we need to
decarbonise and improve climate resilience across our
portfolio: These actions will be linked to lease information
throughour sustainability platform, to determine the optimal time
fordelivery. In FY26, we will continue to develop these plans,
incorporating the assets acquired from the Blackstone portfolio.
• Increasing solar PV capacity: We delivered 4.5MW of additional
solar PV capacity across the portfolio, bringing our total capacity
to 29.0MW. We continue to pursue opportunities and have a
further 26.0MW of prospective solar projects in the pipeline.
• Working to reduce embodied carbon emissions across our
new developments: By prioritising lean design and low-carbon
construction materials, where feasible.
• Supporting our clients’ future workforces, by
developingemployability skills and increasing awareness
of opportunities in logistics for young people in our local
communities: Through our three charity partners (The King’s
Trust, Education and Employers, and Schoolreaders) and our
community benefit fund, delivered through our new developments,
we have supported 62,094 young people this year and
contributed £221,790 to charitable causes.
• Identifying the sustainability risks and opportunities of
expanding into data centres: Preparing an approach to deliver
efficient, low-carbon, resilient, and high-quality data centres.
Our progress has enabled us to maintain our ratings in key ESG
benchmarks, which reflect our continued leadership in sustainability.
Our ESG strategy
Our ESG strategy prioritises the issues that are most material to our
business and matter most to our stakeholders, including investors,
clients, communities, and our supply chain. In 2024, we reviewed
theGroup’s sustainability priorities by conducting a double materiality
assessment (DMA), considering how the Group’s activities impact
the environment and society and how different ESG topics impact
the Group’s ability to operate. The assessment confirmed that the
Group’s stakeholders remain focused on assets which are efficient
and resilient to long-term structural changes, including climate
change and electrification. We also identified nature and social
topics as material, including health and safety, primarily in relation
toour development business. Our resultant strategy has four pillars
– sustainable buildings, climate and carbon, natural capital, and
people and communities – as set out below. We will continue to
evolve this strategy to reflect the DMA’s findings.
Our four pillar focus
1
Sustainable buildings
To deliver sustainable buildings
through portfolio, development,
and asset management.
2
Climate and carbon
To achieve net zero carbon and
manage physical climate risks.
4
People and
communities
To create value and positiveimpact
for people and communities.
3
Natural capital
To enhance nature and biodiversity
across our assets under
management and development.
ESG
Tritax Big Box REIT plc Annual Report 2025
52
Weighted average portfolio
carbon intensity
2.1 kgCO
2
e/sq ft
(2024: 2.4 kgCO
2
e/sq ft)
Weighted average portfolio
energyintensity
12.4 kWh/sq ft
(2024: 11.6 kWh/sq ft)
Weighted average portfolio upfront
embodied carbon intensity
(wholesite)
2
445.0 kgCO
2
e/m
2
(2024: 411.9 kgCO
2
e/m
2
)
Weighted average portfolio
upfront embodied carbon intensity
(building only)
2
292.4 kgCO
2
e/m
2
(2024: 286.8 kgCO
2
e/m
2
)
EPC B or above coverage
(wholeportfolio)
1
79.3%
(2024: 79.5%)
EPC B or above coverage
(ex.Blackstone portfolio)
85.9%
(2024: 79.5%)
BREEAM Very Good or above
coverage
1
(whole portfolio)
44.8%
(2024: 49.1%)
Solar PV capacity
installed
29.0 MW
(2024: 24.4 MW)
Number of young people
supported in FY25
62,094
(2024: 23,390)
> For more information on the methodology used, please refer to the
ESG Data Sheet and GHG Verification Statement 2025 on our website.
2025 highlights
Market-leading benchmark performance
We continue to improve our scoring against the leading sustainability and ESG benchmarks, demonstrating our underlying performance.
Sustainalytics MSCI ISS GRESB EPRA CDP
7.0
(Negligible risk)
AA rating Prime status (C+) 85/100
(standing)
and 99/100
(developments)
sBPR
Gold award
A- rating
Remained as
Negligible risk.
Retained our AA
rating in 2025.
Retained our Prime
status and
improved our
corporate rating.
Recognised as
sector leader in
three development
categories.
Retained the award
for the fifth
straight year.
Improved our rating
for the CDP Climate
Change
questionnaire.
2024
performance:
6.4
2024
performance:
AA rating
2024
performance:
Prime status (C)
2024
performance:
85/100 (standing)
and 99/100
(developments)
2024
performance:
Gold award
2024
performance:
B rating
MEASURING OUR
PERFORMANCE
1. The decrease in both statistics coverage is due to the acquisition of the Blackstone portfolio in October 2025.
2. We have included both the whole site and building only upfront embodied carbon calculation to show our progress against our embodied carbon target
and the alignment with the UK Net Zero Carbon Building Standard Pilot.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
53
1. www.weforum.org/publications/global-risks-report-2025/digest/
ESG continued
DELIVERING ON
OUR ESG STRATEGY
Context Our commitments Headline targets Actions
Sustainable buildings
The climate crisis remains a
critical global issue, with
severe weather events
being the second-biggest
risk identified in the World
Economic Forum’s Global
Risk Report 2025
1
.
We are committed to
designing and developing
low-carbon buildings,
ensuring we meet evolving
planning requirements and
align with our clients’
sustainability requirements.
• 100% of new
development
projectscompleted
withEPC A rating
• 100% of new
development projects
completed to achieve
BREEAM Excellent
• Weighted average
portfolio upfront
embodied carbon
intensity: <400 kgCO
2
e/m
2
(on whole site basis)
Our development teams and contractors are
guided by the Manager’s Construction
Sustainability Brief, to design and deliver
low-carbon logistics assets that meet market
expectations and green building certifications.
We conduct whole-life carbon assessments and
review alignment with the asset-level embodied
carbon targets set in the planning process.
Weaim to offset residual emissions at practical
completion through high-quality removal and
reduction projects that align with market
best practice.
We also maintain a robust low-carbon blueprint
inour development design and construction to
maximise the energy efficiency of our assets,
prioritising on-site renewable energy generation
and minimising the use of fossil fuels.
Climate and carbon
In line with the UK
Government’s 2050 net
zero target and the
increasing physical impacts
of climate change, we need
to prioritise climate risk
management and portfolio
decarbonisation, to
safeguard asset resilience
and long-term value.
We are committed to
understanding our
climate-related risks
andopportunities, in order
to mitigate and adapt to
theimpacts ofclimate
change. Weare
decarbonising our portfolio
and transitioning our assets
to net zero, reducing the
riskof obsolescence.
• Increase solar PV
capacity by 6MW
• Achieve EPC rating ofB
or above for 84% of
portfolio
• Increase client energy
and carbon data
coverage annually
• Net zero emissions
forScope 1 and 2
by2025
• Net zero emissions for
Scope 3 (construction
emissions) by 2030
• Net zero emissions for
Scope 3 (remainder of
material emissions)
by2040
We engaged consultants to help define actions
todecarbonise our standing assets and improve
their energy efficiency, including opportunities to
increase solar PV capacity. We are including these
actions in our asset management business plans
and using them to engage with our clients.
We have continued to strengthen our client
engagement, achieving 90% coverage of client
energy consumption data (FY24: 87%), enabling
more accurate reporting and targeted
decarbonisation initiatives.
We are increasing our understanding of
climate-related risks and opportunities foreach
asset, ensuring we have climate adaptation plans
and appropriate insurance.
This year, we have been progressing the
development of our sustainability platform that
integrates ESG data and leasing information. The
platform will map out the decarbonisation pathway
for each asset, toreach a target energy use intensity
basedona 1.5°C decarbonisation pathway.
Read more about climate-related risks
andopportunities on pages 57 to 61.
Natural capital
We recognise the
interconnection between
the climate and nature
crises. Global warming
accelerates biodiversity
loss, while degraded
ecosystems reduce nature’s
ability to store carbon and
regulate the climate.
We are committed to
enhancing nature and
biodiversity across our
standing and development
assets, improving asset
resilience and delivering
high-quality areas that
support wellbeing and
occupier experience.
• Deliver 15 asset-level
nature action plans and
set the baseline for
measuring improvement
• 100% of new
developments to achieve
10% Biodiversity Net
Gain (BNG) (where
applicable)
Our development teams and contractors comply
with the BNG requirements of the Town and
Country Planning Act 1990, prioritising on-site
BNG delivery or purchasing credible off-site
BNG credits.
Across our standing assets, we are conducting
five ecological assessments to determine a
baseline and identify opportunities for BNG
enhancements. We will incorporate these actions
into our asset management business plans and
monitor progress every three years. We plan to roll
this process out to additional assets over the next
few years.
Tritax Big Box REIT plc Annual Report 2025
54
1. www.weforum.org/publications/global-risks-report-2025/digest/
Raising awareness of careers
in logistics
A highlight of our community outreach this year was a School
Careers Day in Manchester delivered with our charity partner,
Education and Employers. The event brought together 150
students from local secondary schools to hear about and explore
the range of opportunities in the logistics and real estate sector.
Students heard directly from professionals working across
development, construction, sustainability, and asset
management, helping to shed light on an industry which plays a
vital role in the UK’s supply chains. Through practical examples
and first-hand career stories, they learned how classroom
subjects translate into real-world roles – from planning high-
quality logistics hubs, to designing energy efficient and climate
resilient buildings.
This initiative, among others, supports the Group’s commitment
to raising awareness of careers in logistics with the aim of
enhancing labour resilience in the regions where we operate and
develop assets. By engaging with young people early and
building an understanding of the diverse pathways available in
logistics, we are helping to inspire the next generation of talent
and strengthen the future skills base needed across our portfolio.
Context Our commitments Headline targets Actions
People and communities
Competition for labour
across many parts of theUK
is high, while productivity
growth issluggish or
deteriorating
1
. In our 2024
Future Space survey, 34%
of our clients cited labour
sourcing as an issue.
Through the Tritax Social
Impact Foundation (TSIF),
we are committed to
delivering our five-year
social impact strategy by
2029, to enhance young
people’s employability and
increase awareness of
opportunities in logistics
real estate, in the
communities we serve.
• 50,000 young people
supported annually
• The Manager to achieve
an employee
engagement score of
80% or above
Our development teams continued to commit
10pence per sq ft of new developments completed
during the year, to support community initiatives
inareas where we aredeveloping buildings.
We have actively engaged with our charity
partners to deliver literacy support, career
awareness, and career skills, through in-person,
virtual, and direct funding initiatives.
The health, safety and wellbeing of people working
in our developments and standing assets remains
a high priority. We have maintained robust
processes to ensure our suppliers, contractors
and clients operate inline with our standards and
regulatory requirements, safeguarding people and
promoting safe and healthy working environments.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
55
Collaborating to transition to net zero
Achieving net zero across our buildings requires active collaboration
with current and potential clients and the integration of their
operational commitments and decarbonisation goals into our
approach. Through our bespoke sustainability platform, we
are integrating clients’ net zero targets alongside asset-level
power resilience, biodiversity and energy efficiency considerations.
This allows us to build a clear and data driven roadmap for
each asset that aligns our ambitions with those of our clients.
The roadmaps include interventions, such as LED upgrades,
solar PV installations and measures identified through our
EPC improvement programme, which are timed around lease
events and then embedded into asset management
business plans.
Following the acquisition of the Blackstone portfolio, we reviewed
the net zero targets of all our clients, with 84.4% of the whole
portfolio having set net zero targets (by sq ft). Additionally,
wereviewed our top 20 clients (by contracted annual rent),
represented in the graph below, and 100% have targets to
reach net zero by 2050. Using this information will better
inform our client engagements and support the delivery
ofour roadmaps.
ESG continued
ESG IN ACTION
The year ahead
We have made good progress in delivering our ESG strategy
and integrating sustainable considerations across the
investment lifecycle. We will continue to drive sustainable
action across our portfolio, supporting the delivery of our
targets. Key to this will be ongoing collaboration with clients,
understanding their needs and adapting our portfolio to meet
their requirements.
Our priorities for the year ahead are to:
• finalise asset-level action plans to decarbonise and improve
the climate resilience of our portfolio and collaborating
withclients to deliver these actions at appropriate times;
• deliver on-site solar PV across our standing assets and
newdevelopments;
• maintain our focus on reducing embodied carbon
emissions across our new developments, targeting
400kgCO
2
e/m
2
per scheme;
• collaborate with our charity partners to support 50,000
young people annually and tackle local socio-economic
challenges through our community benefit fund; and
• continue to develop our approach to delivering sustainable
data centres.
Increasing on-site solar PV capacity
In July 2025, the Group announced the completion of a 3MW solar
PV system at Co-op’s largest regional distribution centre in Biggleswade
– one of the most significant on-site renewable energy projects
delivered across our portfolio to date. The project forms a critical
part of the Group’s strategy to support clients in decarbonising
theiroperations, enhancing energy resilience, and reducing reliance
onthe national grid.
The installation on-site of 6,744 solar panels can power a substantial
portion of the distribution centre’s operations, easing peak demand
pressures, supporting Co-op’s commitment to achieving net zero
across its own operations by 2035, and ultimately supporting
Co-op’s ambition to be net zero across its value chain by 2040.
Aspart of the project, the Group entered into a long-term power
purchase agreement with Co-op, creating a reliable income
streamfor the Group, and reducing the client’s exposure to volatile
grid electricity prices. This project reflects our commitment to
working proactively with ourclients to reduce operational carbon
emissions and deliver meaningful sustainability initiatives across
ourlogistics portfolio.
2030
2035
2040
3.2%
3.6%
35.4%
2050
14.5%
Contracted
annual rent
Tritax Big Box REIT plc Annual Report 2025
56
Task Force on Climate-related Financial Disclosures (TCFD) Statement
TCFD STATEMENT
Climate change is considered a principal risk for Tritax Big Box REIT plc
(TBBR). We have been reporting our approach to identifying, assessing
and managing climate-related risks and opportunities against the
recommended disclosures of the TCFD since 2021.
Our disclosures are consistent with all 11 TCFD recommendations
across Governance, Strategy, Risk Management, and Metrics and
Targets, with the exception of full disclosure of our Scope 3
greenhouse gas (GHG) emissions.
Strategy
In accordance with the TCFD recommendations, we have identified and
assessed climate-related risks and opportunities acrosstwo categories:
• Transition risks: Associated with the shift to a low-carbon
economy, including policy and legal changes, market shifts
andevolving clients preferences.
• Physical risks: Related to the physical impacts of climate
change,including extreme weather events and long-term
shiftsinclimate patterns.
We have evaluated these risks and opportunities across three time
horizons and under three science-based climate scenarios, as
outlined below.
Time horizons
• Short-term (less than 1 year): In line with annual budget setting.
• Medium-term (until 2030): In line with medium term business plans
andindividual asset performance.
• Long-term (beyond 2030): In line with our strategic and capital
planning cycles, captures evolution of physical risks. We assume
a50-year life span for our newly developed properties.
Governance
Board oversight of climate-related risks and opportunities
Management’s role in assessing and managing climate-related risks and opportunities
Approves ESG strategy for the Company and has oversight of our climate-related risks
and opportunities affecting the Company, with the Manager having overall responsibility.
Receives quarterly updates on sustainability and climate-related performance, with
additional discussion sessions as required.
As climate change is a principal risk, the Board considers the impact of climate risks
when reviewing and guiding strategy, risk management policies, annual budgets and
business plans. This includes the climate risk exposure of potential new acquisitions and
developments and the impact on our portfolio.
TBBR Board
The Manager
TBBR Audit and Risk Committee
Supports the Board in managing risk, and is
responsible for reviewing our principal risk
register, and the effectiveness of our risk
management and internal control systems.
Reviews our TCFD statement and recommends
for approval by Board.
Overall responsibility and management for all elements of ESG strategy, including climate related risks.
Responsible for approving and monitoring the progress of ESG strategy ensuring it addresses material climate-related risks and opportunities.
Receives quarterly updates on sustainability and climate risks.
Supports Executive Committee in
overseeing risks including
climate-related risks, conducting horizon
scanning to identify emerging
transitional and physical risks.
Considers sustainability and climate-related
risks and opportunities for any investment
decisions. Conducts technical due diligence
of potential new acquisitions, considers
capital expenditure relating to climate
change adaptation, decarbonisation and
energy efficiency actions of standing assets
and new developments.
Responsible for recommending the ESG
strategy to the Board for approval,
ensuring it addresses material
climate-related risks and opportunities.
Ensures resources are in place to deliver
actions in service of our ESG goals.
TMLLP Sustainability Team
Recommends ESG framework for approval by TMLLP ExCo and TBBR Board. Collaborates with TBBR Asset Management and Development (TBBD)
to set sustainability and climate-related targets against material ESG topics, monitoring and reporting progress.
TMLLP Executive Committee
TMLLP Risk Committee TMLLP ESG CommitteeTMLLP Investment Committee
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
57
Task Force on Climate-related Financial Disclosures (TCFD) Statement continued
Strategy continued
Climate scenarios
For our scenario analysis we apply the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway (RCP)
scenarios to identify and assess physical risks and the Network for Greening the Financial System (NGFS) scenarios to identify and assess
transition risks, as detailed below.
Climate scenario Physical risk approach Transition risk approach Rationale
Low emission: <2°C
warming by the end
ofthe century
RCP2.6 NGFS – Below 2°C Early, coordinated mitigation keeps warming well below 2°C,
leading to high transition risk in the short-term due to rapid
policychanges.
Intermediate: ~2°C
warming by the end
ofthe century
RCP4.5 NGFS – Delayed Transition Delayed mitigation results in global GHG emissions peaking
around mid-century and then declining. Higher transition risk,
especially in medium to long-term and higher physical risk.
High emission: >4°C
warming by the end
ofthe century
RCP8.5 NGFS - Current Policies No further mitigation and policies introduced. GHG emissions
continue to rise throughout the century and global temperatures
increase significantly. Physical risk is highest.
Identifying and assessing transition risks
Consulting with internal and external stakeholders, including our clients, suppliers, investors, valuers and environmental consultants, we have
identified the following material transitional risks and their potential financial impact on our business under the NGFS Below 2°C climate
scenario, where transition risk is highest in the short-term. We determined materiality by assessing each risk by its probability and impact on
our Company, in the absence of mitigation actions.
Risk Description Potential financial impact
Policy and legal
Emerging regulation
and reporting
compliance
Short and medium-term risk:
As the UK Government continues to
pursue its commitment to be net zero by
2050 under the Climate Change Act
2008, legislation on the sustainable
performance of commercial real estate is
likely to tighten, e.g. the Minimum Energy
Efficiency Standard (MEES) regulations
are consulting on a target for all commercial
leased real estate properties to achieve a
minimum EPC B by 2030.
Enhanced emissions-reporting
obligations, as seen with TCFD reporting
and the emerging UK Sustainable
Reporting Standards, require listed
entities to publish sustainability-related
financial disclosures to better inform
investment decisions.
• Inability to rent our buildings if they fall below emerging
environmental standards (e.g. EPC B), leading to a decline in client
demand and asset value.
• Potential for financial penalties, reputational damage and restricted
access to funding if not able to comply with emerging sustainability
regulations. Negative impacts on cash flows and overall
portfolioperformance.
• Increased capital investment is required tomaintain compliance with
evolving legal requirements, such as improving EPC ratings across
the portfolio.
• Increased operational costs to meet reporting requirements.
Policy and legal
Carbon pricing
Medium-term risk:
Carbon pricing aims to reduce GHG
emissions in carbon intensive sectors.
There is potential for the real estate sector
to be included in the UK Emissions Trading
Scheme (UK ETS) and in 2024 the C
Change programme was launched to
create a carbon pricing strategy for the
real estate sector.
• Increased operational costs from compliance expenses associated
with carbon trading.
• Potential for financial penalties and reputational damage as a result
ofnon-compliance.
• Impact on upstream value chain by driving up raw material
costs,potentially leading to higher capital expenditures in
thedevelopment portfolio.
Market
Increased focus on
ESG investing
Short and medium-term risk:
Increased focus and expectations on
sustainable investing may impact ability
tosecure funding (e.g. sustainability-linked
loans), especially if properties are not
aligned with sustainable investment criteria.
• Higher borrowing costs and reduced access to capital.
• Hindered growth and investment opportunities.
Opportunity:
Increasing availability of funding directed
towards environmentally sustainable
real estate.
• Accessibility to a broader pool of capital and increased attraction
ofresponsible investors.
• Potential to reduce financing costs through Green Bonds
andsustainability-linked loans.
Tritax Big Box REIT plc Annual Report 2025
58
Risk Description Potential financial impact
Market
Client behaviour
Short and medium-term risk:
Changing client requirements for
low-carbon, energy efficient real estate
providing lower operational costs and
supporting client sustainability goals.
• Decreased demand for buildings which are less efficient and
requiring upgrades.
• Lower rental income and potential vacancies and diminished overall
property value.
• Increased capital costs to upgrade and retrofit buildings to meet
client requirements.
Opportunity:
Clients and buyers favouring buildings
with high ESG credentials that support
their sustainability goals.
• Potential for higher rental income and higher valuations.
Market
Growth of clean
energy and
infrastructure
Opportunity:
Potential for investment in renewable
electricity projects supporting the
transition to a low-carbon economy.
• Additional revenue generating potential through renewable power
purchase agreements (PPAs).
• Increased investment value and lower vacancy rates, as properties are
more attractive to tenants seeking low-carbon electricity generation.
Market
Acquisition strategy
Opportunity:
Potential to strategically acquire
assetsrequiring sustainable retrofits
atcompetitive prices.
• Opportunity to leverage expertise and capital to enhance
buildings’ESG credentials through retrofitting delivering higher
totalproperty returns.
In summary, transition risks are material in the short and medium term as we expect increasing policy and regulation around reducing
GHGemissions and building performance, e.g. MEES. There is also increased expectations from investors and clients for low-carbon,
energyefficient buildings. We’ve identified that if managed well, many of these risks can become opportunities by proactively taking action
toimprove the energy efficiency of our assets, installing on-site renewable electricity capacity and designing and developing our new assets
with high green building certifications (i.e. BREEAM Excellent and EPC A).
Identifying and assessing physical risks
We use proprietary data from Climate X and multiple open sources, including the Environment Agency, WRI and Met Office, to identify and
assess physical risks based on the location of our assets and their exposure to each climate hazard under multiple scenarios and time
horizons. This year, we updated our evaluation to include the newly acquired Blackstone portfolio and excluded any sold assets. We have
identified the following material physical risks and their potential financial impact on our business under the intermediate scenario RCP4.5
(~2°C warming) and high emission scenario RCP8.5 (>4ºC warming), where physical risks are highest. We determined materiality by assessing
the building replacement costs for each asset if it was highly exposed to each hazard.
Risk Scenario
% of portfolio exposed
1
Potential financial impact2030 2080
Surface Water Flood RCP4.5 39% 40%
Short and medium-term risk:
• Damage and repair costs.
• Increased maintenance costs.
• Loss of rental income during repairs.
• Business disruption as a result of structural damage, repairs or power outages.
Long-term risk:
• Increased insurance costs or unavailable insurance for high risk assets,
impacting asset value.
RCP8.5 39% 44%
River Flood RCP4.5 16% 16%
RCP8.5 20% 20%
Subsidence RCP4.5 0% 0%
RCP8.5 0% 1%
Storms RCP4.5 3% 3%
RCP8.5 3% 3%
Drought and
Extreme Heat
Drought and Extreme Heat are material risks to buildings in the UK, as outlined by the UK Green Building Council
Climate Resilience Roadmap.
The financial impacts of Drought and Extreme Heat on our buildings will impact our clients in terms of business
disruption, equipment failure and employee comfort, as opposed to damage and building replacement costs.
1. % of portfolio exposed shows the proportion of the portfolio scored as high risk – determined by the asset’s replacement costs for physical damage/losses.
Our assessment indicates that, based on the geographic location of our assets, the portfolio is not significantly exposed to physical climate
risks in the short to medium term. Surface water flooding represents the most material risk, affecting 39% of the portfolio in an intermediate
and high emissions scenario.
Over the longer term (beyond 2030), and under higher emissions scenarios, physical risks are expected to become more relevant due to the
increasing frequency and severity of extreme weather events, as well as longer-term climatic changes such as sea level rise. However, analysis
of Climate X data suggests that our portfolio exposure only slightly increases. For example, surface water flooding increases only marginally,
rising by 1% (from 39% to 40%) of the portfolio under an RCP 4.5 scenario.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
59
Task Force on Climate-related Financial Disclosures (TCFD) Statement continued
Strategy continued
Managing our climate-related risks and opportunities
Using the scenario analysis outcomes as detailed above, we are addressing our material climate-related risks and opportunities through our
ESG strategy, in particular our pillars on Sustainable Buildings, and Climate and Carbon. Further detail on our ESG strategy is provided on
pages 52 to 56. The table below summarises the actions we are taking to manage our material physical and transition risks and opportunities.
Risk/Opportunity Management approach
Physical risks • Sustainable buildings: We model the design of our new buildings taking into consideration the UK’s evolving climate,
ensuring our facades and fabric materials are designed to cope with expected higher temperatures as well as increased
wind speeds, minimising maintenance issues and damage. We undertake flood risk assessments and subsidence surveys,
modelling groundwater run-off rates and incorporating drainage strategies to mitigate increased rainfall and flood risks.
• Climate and carbon: We proactively manage our assets ensuring assets located in areas highly exposed to physical
risks have adaptation plans and appropriate insurance in place. Asset management plans include annual monitoring to
inspect for signs of damage from extreme weather events and subsidence.
• Across our investment and development portfolio, we install water efficient fixtures and leak detection systems to
manage water consumption. To ensure thermal comfort, we include mechanical and natural ventilation in warehouses.
Transition
risks and
opportunities
• Climate and carbon: We engaged consultants to help define actions to decarbonise our standing assets and improve
their energy efficiency, ensuring we meet the proposed MEES by 2030 and reducing the risk of obsolescence. We are
continually engaging with clients to increase solar PV capacity, installing 4.5MW in 2025, bringing the total on-site
capacity to 29.0MW. We have continued to strengthen our client engagement, achieving 90% coverage of client energy
consumption data (FY24: 87%), enabling more accurate reporting and targeted decarbonisation initiatives.
• Sustainable buildings: We are committed to designing and developing low-carbon buildings, ensuring we meet
evolving planning requirements and align with our clients’ sustainability requirements. All new developments are designed
to meet BREEAM Excellent and EPC A.
• The Manager’s Responsible Investment Policy ensures that climate risks are assessed for all new acquisitions. This due
diligence covers a range of ESG-related topics, including energy efficiency and resilience, building certifications,
contaminated land and proximity to labour.
• Sustainability-linked loan acquired in 2023 which includes four KPIs (performance detailed on page 61)
Risk management
Principal risks are defined as those that have the potential to materially affect our business. “Physical and transition risks from climate change”
is identified as one of the Company’s nine principal risks and is therefore governed and managed in line with our risk management process
and control framework, detailed in the Principal Risks and Uncertainties section.
We identify, evaluate, manage and mitigate climate-related risks (both physical and transition) through this framework. Principal risks are
scored on a gross risk and net probability basis, following evaluation of mitigation controls in place. The scoring for ‘Physical and transition
risks from climate change’, determined by the climate scenario analysis approach and existing controls in place detailed in this statement,
ismedium probability and moderate impact.
Metrics and targets
To address climate change risks, we have a suite of climate-related targets within our ESG strategy that we monitor progress quarterly,
disclosing our performance annually within our Annual Report.
Additionally, to enable our stakeholders to consider and compare our performance, we respond to a number of externally recognised
benchmarks, including GRESB, CDP and MSCI. Our latest scores are detailed on page 53.
ESG Strategy pillar Target 2025 2024
Sustainable
buildings
100% of new developments completed achieve EPC A (by sq ft) 100% 100%
100% of new developments completed achieve BREEAM Excellent (by sq ft) 100% 100%
Average embodied carbon intensity achieving 400 kgCO
2
e/m
2
(wholesite) 445.0 kgCO
2
e/m
2
411.9 kgCO
2
e/m
2
Climate and carbon 84% of whole portfolio achieving EPC B or above (by sq. ft) 79.3% 79.5%
On-site solar capacity increased by 6 MW 4.5 MW 7.0 MW
Net zero emissions for Scope 1 and 2 (market based) by 2025
Net zero emissions for Scope 3 (construction emissions) by 2030
2
Net zero emissions for Scope 3 (remainder of material emissions) by 2040
Achieved
1
n/a
n/a
n/a
n/a
n/a
1. We offset the residual Scope 1 and 2 emissions through the use of certified carbon credits aligned with market best practice.
2. We aim to offset embodied carbon emissions at practical completion in line with the UKGBC framework for Net Zero Carbon in Construction.
Tritax Big Box REIT plc Annual Report 2025
60
In addition to targets, we also monitor a number of climate-related metrics that support our risk assessment,
as provided below. Additional information about our GHG emissions and methodology can be found in our
Streamlined Energy and Carbon Report (SECR) on page 62.
Metric 2025 2024
Absolute Scope 1 GHG emissions 62.18 52.42
Absolute Scope 2 GHG emissions (location-based) 461.93 436.01
Scope 3, Category 2 – Capital goods: Absolute construction-related GHG emissions 36,115 69,388
Scope 3, Category 13 – Downstream leased assets: absolute client operational GHG emissions
(clientScope1 and 2)
To be reported
in 2026
1
77,955
% of assets in the portfolio screened for physical climate hazards 100% 100%
Total on-site renewable electricity capacity installed (MW) 29.0 MW 24.4 MW
Total on-site renewable electricity capacity planned (MW) 26.0 MW 25.2 MW
Percentage of portfolio coverage of client energy consumption data collected
To be reported
in 2026
1
90%
Percentage of landlord-controlled electricity use from certified renewable sources 95% 100%
2025 Performance against sustainability-linked loan KPIs
The table below outlines the Company’s 2025 performance against each of the four sustainability-related KPIs included within
itssustainability-linked loan, as agreed in 2023.
KPI no. KPI description Baseline 2024 Performance 2025 Performance
1 The proportion of relevant
standing assets
2
with EPC
certificates rated B or above.
78.0% 84.0% 91.7%
2 The proportion of new
developments in respect of
which practical completion has
occurred rated Very Good or
Excellent in the relevant
BREEAM Reports.
100% rated at least Very Good 100% rated (or expected to
achieve) at least Very Good
3
100% rated (or expected to
achieve) at least Very Good
3
3 The average upfront embodied
carbon intensity for new
developments in respect of
which practical completion
hasoccurred.
452 kgCO
2
e/m
2
412 kgCO
2
e/m
2
445 kgCO
2
e/m
2
4 The minimum biodiversity net
gain for new developments in
respect of which practical
completion has occurred.
0% N/A – no development projects
completed during the year were
in scope of the mandatory
biodiversity net gain policy
introduced in England in 2024.
N/A – no development projects
completed during the year were
in scope of the mandatory
biodiversity net gain policy
introduced in England in 2024.
1. Data is collected annually in arrears.
2. Only includes assets which were in the portfolio as of 13/10/2023, had achieved practical completion and for which we had an ownership stake above 10%.
3. Where the final BREEAM certificates have not been received for developments completed during the year, we have received a letter of comfort from our
BREEAM assessor confirming that the units are on track to achieve BREEAM Very Good or above.
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61
Streamlined Energy and Carbon Reporting (SECR)
In line with requirements set out in the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013 and the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018, and in accordance
with the Streamlined Energy and Carbon Reporting (SECR), this statement reports our
greenhouse gas (GHG) emissions for financial year ending 31 December 2025.
1
Energy consumption
Energy source Unit Scope 2025 2024
2
kWh Landlord-controlled areas 307,786 286,613
Natural gas
Tenant voids 32,074 0
Total 339.860 286,613
kWh Landlord-controlled areas 1,706,236 1,245,586
Electricity
Tenant voids 903,515 860,228
Total 2,609,750 2,105,815
kWh Landlord-controlled areas 2,014,022 1,532,199
Total energy consumption
Tenant voids 935,589 860,228
Total 2,949,611 2,392,427
2
Energy intensity kWh/m
Total 0.66 0.61
Greenhouse gas (GHG) emissions
GHG emissions scope
Unit
Description
2025
2024
2
Scope 1
tCO
e Direct emissions – gas and fuels
62.18
52.42
Scope 2 (location-based)
tCO
e
Indirect emissions – electricity
461.93
436.01
Scope 2 (market-based)
tCO
e
Indirect emissions – electricity
40.27
0.00
Scope 1 and 2 (location-based)
tCO
e
Direct and indirect emissions
524.11
488.43
Scope 1 and 2 (market-based)
tCO
e
Direct and indirect emissions
102.45
52.42
Scope 1 and 2 intensity
(location-based)
kgCO
Direct and indirect emissions
0.12
0.13
Scope 3, Category 2
tCO
e
Upfront embodied carbon emissions
36,115
69,388
2
2
2
2
2
2
e/m
2
2
1. 2% and 38% of the landlord energy consumption data were estimated in 2024 and 2025 respectively.
2. We have restated the landlord energy consumption and corresponding Scope 1 and 2 GHG emissions for 2024 using more accurate data acquired after the
end of the last reporting year. The previous total energy consumed was stated as 1,972,548 kWh, and the associated Scope 1 and Scope 2 (location-based)
emissions were stated as 0.00 tCO
2
e and 408.46 tCO
2
e respectively.
Energy performance and energy
The Company’s reporting boundary for GHG emissions data is
defined using the principle of operational control. During the
efficiency measures
reporting year, the Company completed the acquisition of the
In 2025, energy consumption increased by 23%, driven by a 19%
Blackstone portfolio. Consequently, all newly acquired properties
rise in gas and a 24% rise in electricity consumption. This is mainly
under the Company’s operational control fall within the reporting
due to the acquisition of the Blackstone portfolio in October 2025
scope from the date at which they were acquired.
and the management of the UKCM portfolio for the whole of the
2025 reporting period. There has been a 0.3% like-for-like decrease
All reported energy use and associated GHG emissions data
in electricity and natural gas across the portfolio.
relates to the Company’s assets in the UK. Scope 1 and Scope 2
(location-based) emissions were calculated using the UK
95% of the Company’s electricity is sourced from renewables and
Government GHG Conversion Factors for Company Reporting for
backed by Renewable Energy Guarantees of Origin (REGO) certificates.
the respective reporting periods. Scope 2 (market-based) GHG
As over 99% of our assets’ energy use is controlled by clients,
emissions were calculated using supplier-specific fuel mix
we work with them to identify and implement efficiency and
disclosures for 1 April 2024 to 31 March 2025, as defined in the
carbon-reduction measures, including solar PV, electric vehicle
“Electricity (Fuel Mix Disclosure) Regulations 2005”. An emissions
charging infrastructure, and the electrification of heating and other
factor of zero was applied for the REGO-backed electricity.
fuel processes. We also continue to incorporate environmental
Upfront embodied carbon emissions of development projects
®
expectations through “green” clauses in new leases.
were calculated with One Click LCA
in alignment with the BS EN
15978 standard.
Methodology
Savills (UK) Limited prepared this SECR report and TÜV Rheinland
The GHG emissions data was compiled in accordance with the
UK Ltd has undertaken an independent limited assurance of the
SECR guidance for the period covering January to December 2025.
Company’s Scope 1, Scope 2 (location- and market-based) and
The Company calculates and reports its GHG emissions in line with
Scope 3, Category 2 emissions for financial years 2024 and 2025
the latest versions of guidelines published by the GHG Protocol.
against the GHG Protocol, performed in accordance with the ISAE 3410.
Please refer to the ESG Data Sheet and GHG Verification Statement 2025
on our website for a copy of our verification statement.
62
Tritax Big Box REIT plc Annual Report 2025
Stakeholder Engagement and Section 172
ENGAGING WITH
OURSTAKEHOLDERS
By considering the Company’s purpose and vision, together
withitsstrategic priorities, we aim to balance stakeholders’
differentperspectives.
Section 172 statement
The Independent Non-Executive Directors have had regard for the
matters set out in Section 172(1) (a)–(f) of the Companies Act 2006
when performing their dutyunder Section 172. The Independent
Non-Executive Directors consider that they have acted in good faith
in the way that would be most likely to promote the success of the
Company for the benefit of its members as a whole, and in doing
sohave considered (amongst other matters):
(a) the likely consequences of any decision in the long term;
(b) the interests of the Manager and its employees, as the Company
doesnot have any employees;
(c) the need to foster the Company’s business relationships
withsuppliers, clients and others;
(d) the impact of the Company’s operations on the community
andenvironment;
(e) the Company’s reputation for high standards of
businessconduct;and
(f) the need to act fairly as between members of the Company.
The table below indicates where the relevant information isinthis
Annual Report that demonstrates how we act in accordancewith
therequirements of Section 172.
Further information on how we have engaged with our key
stakeholders and considered their interests during the last
reportingperiod can be found on pages 64 and 65, and 85 to 87.
Section 172 matter Further information incorporated into this statement byreference
Long term
> Market Review pages 26 and 27
> Our Business Model page 17
> Manager’s Report pages 28 to 39
> Key Board Decisions pages 86 and 87
Investors
> Strategic Report pages 1 to 71
> Key Board Decisions pages 86 and 87
> Governance Report pages 72 to 110
Employees
> For information on the Manager’s employees please refer to page 65
Community
and environment
> Strategic Report pages 1 to 71
> Manager’s Report pages 28 to 39
> ESG report pages 52 to 56
> Key Board Decisions pages 86 and 87
Suppliers
> Strategic Report pages 1 to 71
> Manager’s Report pages 28 to 39
> Key Board Decisions pages 86 and 87
High business conduct
> Our Business Model page 17
> Stakeholder Engagement pages 63 to 65
> Strategic Report pages 1 to 71
> Formoreinformation on the impact ofkey decisions of the Board
on our stakeholders please refer to“Keydecisions ofthe Board”
onpages 86 and 87
Our stakeholders
The
Manager
and its
employees
Our
Shareholders
Our
suppliers
Our clients Our
lenders
Government,
regulators
andlocal
councils
Our
communities
> Read more on pages 64 and 65, and 85 to 87
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
63
Our clients
What they care about
Quality assets in key locations, including buildings with strong ESG
ratings that enable their business to succeed, and a knowledgeable
and committed property owner that supports their strategy, with
many focused on fulfilling their rapidly growing e-commerce sales.
Our clients want efficient supply chain logistics and attractively
priced labour pools.
How we engage
• Regular face-to-face meetings both virtual and on-site.
• Independent client supply chain reviews, aimed at better
understanding their business needs in order to provide suitable
recommendations to drive efficiency.
• Asset inspections.
• Charitable engagement which in turn helps bring environmental
and social benefits to the communities in which weoperate.
• Continued membership of UK Warehousing Association,
UKGBC,the Better Building Foundation and Better Building
Partnership Working Groups, Cold Chain Federation and
LogisticsUK, each promoting market leadership inzero carbon,
engagement and biodiversity.
• Review of published data, such as annual accounts, trading updates
and analysts’ reports to identify mutually beneficial opportunities.
Topics
• ESG initiatives.
• Treasury management.
• Supporting e-commerce initiatives.
• Operational efficiencies and resilience.
Outcomes
• Strengthening of business relationships.
• Development of a dedicated Occupier Hub.
• Asset management and ESG initiatives.
• The Tritax Social Impact Foundation continues to work with clients
(as well as other stakeholders) to create local and national
partnerships to deliver social impact.
Further information
> Manager’s Report pages 28 to 39
> ESG section pages 52 to 56
Stakeholder Engagement and Section 172 continued
Our Shareholders
What they care about
Delivering sustainable, profitable growth over the longer term.
Ourinvestors take a keen interest in strong corporate governance,
as well as a transparent reporting framework and ESG.
How we engage
• Meetings held between Shareholders and key personnel
from the Board such as the Chair, the Senior Independent
Director, and the Manager.
• Virtual meetings with the Board and the Manager to aid
understanding and decision making.
• Annual General Meeting.
• Regular market updates on strategy and performance, including
full-year and half-year results presentations, which include the
opportunity for Shareholders and analysts to submit questions
tothe Manager.
• Investor site visits and investor seminars.
• Capital Markets Day
• Quarterly update reports to the Board from Investor Relations.
Topics
• Strategic plans and long-term value and returns.
• Governance.
• Environmental and social performance.
Outcomes
• Engagement with key representatives from the Board and the
Manager to ensure our purpose and strategy remain in line
withexpectations.
• Focus on recycling assets into higher-returning development
andinvestment opportunities.
• Expansion into data centres.
Further information
> Business Model on page 17
> Board Leadership and Company Purpose on pages 82 to 85
Tritax Big Box REIT plc Annual Report 2025
64
Our suppliers
What they care about
Our suppliers care about having collaborative and transparent
working relationships with us, including responsive communication
and being able to deliver to their KPIs in service-level agreements
ata competitive fee.
How we engage
• Invited key suppliers to attend Board and Committee meetings.
• Informal, one-to-one virtual meetings.
• Review of supplier performance by the Management
EngagementCommittee.
• Externally facilitated adviser reports.
• Provided Directors’ training on areas of expertise of key suppliers.
Topics
• Service levels and annual performance.
• Fee structure.
• Relationship management.
• Processes and procedures.
Outcomes
• Continued good, and, in some cases, exceptional, levels
ofservice.
• Enhanced the Company’s governance procedures.
• Further developed relationships with key suppliers
totheCompany.
• Various re-tender processes conducted ensuring continued
goodservice and value for money.
Further information
> Key Decisions of the Board on pages 86 and 87
> Management Engagement Committee Report on pages 102 to 104
The Manager and its employees
What they care about
The long-term success of the Company is of key importance to
theManager. In order to achieve this, as well as establishing and
maintaining lasting relationships, the Manager takes a keen interest
in the wellbeing and satisfaction of its employees. Being able to
attract and retain high-calibre talent and then support those individuals
in their professional development is a high priority for the Manager.
The Board and the Manager maintain a positive and transparent
relationship to ensure alignment of values and businessobjectives.
How we engage
• Reporting to the Board at least quarterly.
• External Board evaluations.
• Informal meetings.
• Professional and executive development programmes.
• Employee surveys, social events, and ESG initiatives within
thecharity and voluntary sectors.
Topics
• Employee satisfaction and resourcing.
• Remote working, staff health and wellbeing, development
andprogression.
• Business updates.
Outcomes
• Facilitated a number of employee social and charitable events
during the year, including a charity walk which supported
employee wellbeing and raised money for our partnercharities.
• Arranged regular “lunch and learn” sessions where all employees
are welcome to attend one-hour sessions on a variety of subjects
which may relate either to work or employees’ wellbeing.
• Organised work sporting events, such as a regular running club,
team netball and football matches as well as discounted gym
membership to encourage and support a healthy lifestyle.
Further information
> Division of Responsibilities on pages 88 to 90
> Management Engagement Committee Report on pages 102 to 104
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
65
Principal Risks and Uncertainties
MANAGING RISK
The Board has overall responsibility for risk management and
internalcontrols, with the Audit and Risk Committee reviewing
theeffectiveness of the risk management process on its behalf.
Weaim tooperate in a low-risk environment, focusing on a single
subsector ofthe UK real estate market to deliver attractive, growing
and secure income for Shareholders, together with the opportunity
for capital appreciation.
Negligible Slight Moderate Severe
Rare Low Medium High
Impact
Probability
1
3
7
5
9
6
2
4
8
Risk matrix – December 2025 net risk
Property risk
1. Client default
2. Portfolio strategy and
industrycompetition
3. Performance of the sectors
client operate in
4. Execution of development
business plan
Financial risk
5. Debt financing – LTV, availability
and cost of debt
Corporate risk
6. We rely on the continuance
oftheManager
Taxation risk
7. UK REIT status
Other risk
8. Macroeconomic volatility
9. Physical and transition risks
from climate change
The Board recognises that effective risk management is important
to our success. Risk management ensures a defined approach
todecision making that decreases uncertainty surrounding
anticipated outcomes, balanced against the objective of
creatingvalue for Shareholders.
Approach to managing risk
Our risk management process is designed to identify, evaluate,
manage and mitigate (rather than eliminate) the significant risks
weface. The process can therefore only provide reasonable,
andnot absolute, assurance. As an investment company, we
outsource key services to the Manager, the Administrator and
other service providers, and rely on their systems and controls.
At least twice a year, the Board undertakes a formal risk review,
with the assistance of the Audit and Risk Committee, to assess
theeffectiveness of our risk management and internal control
systems. During these reviews, the Board has not identified or
been advised of any failings or weaknesses which it has
determined to be material.
Risk appetite
The Group’s risk appetite is reviewed annually and approved
bytheBoard in order to guide the business. The risk appetite
definestolerances and targets for our approach to risk, with our
risk appetite likely to vary over time due to broader economic
orproperty cycles. In addition, we have a specific Investment
Policy, which we adhere to and for which the Board has overall
responsibility. For example, we have a limit within our Investment
Policy, which allows our exposure to land and unlet development
to be up to 15% of gross asset value, of which up to 5% can be
invested in speculative development.
Tritax Big Box REIT plc Annual Report 2025
66
TBBR
Board
TBBR Audit
and Risk Committee
TMLLP
Executive Committee
TMLLP Risk Committee
Reporting and escalation
Direction and oversight
Principal risks and uncertainties
Further details of our principal risks and uncertainties are set out
below. They have the potential to materially affect our business.
Some risks are currently unknown, while others that we currently
regard as immaterial and have therefore not been included here,
may turn out to be material in the future. The principal risks are
thesame as detailed in the 2024 Annual Report.
“ We proactively identify, assess
and mitigate risks through
robust governance and
disciplined controls to safeguard
long-term shareholder value.”
Emerging risks
As well as the Principal risks, the Directors have identified a
number of emerging risks which are considered as part of the
formal risk review. On a biannual basis the Directors, along with
the Manager, undertake a horizon scanning exercise to identify
possible emerging risks. Emerging risks encompass those that
arerapidly evolving, for which the probability or severity are not
yet fully understood. As a result, any appropriate mitigations are
also still evolving. However, these emerging risks are not
considered to pose a material threat to the Company in the short
term, although this could change depending on how these risks
evolve over time. Senior members of the Manager are responsible
for day-to-day matters and have a breadth of experience across
all corporate areas; they consider emerging risks and any
appropriate mitigation measures required. These emerging risks
are then raised as part of the bi-annual risk assessment where it
is considered whether these emerging risks have the potential to
have a materially adverse effect on the Company. Given the
significance of both the Data Centre strategy and the Blackstone
acquisition during the year, the Board did consider whether these
transactions and the integration of the UKCM portfolio from the
prior year influenced the principal risks as set out below. In short,
the Board did not perceive these transactions to present any
additional principal risks to the business, but the analysis has been
updated to reflect the fact that these transactions have the
potential to impact existing principal risks of the business. The
emerging risks that could impact the Company’s performance
cover a range of subjects which include, but are not restricted to,
technological advancement/AI, cyber risk, supply chain disruption
and ongoing macroeconomic volatility. The Board is conscious of
recent geopolitical events such as the UK budget changes, along
with the ongoing conflict in the Middle East and between Russia
and Ukraine. Added to these is the unpredictability
of the policy
setting of the US government, which all have the potential
to cause
uncertainty in a short space of time. The Board continue to
monitor these events, along with interest rates and the general
financial markets closely given the direct impact on the business.
Property Risks
1. Client default
The risk around one or more of our clients defaulting
Gross risk Mitigation Net probability Net impact
Moderate
– High
Our investment policy limits the exposure to any one client
to20% of gross assets or, where clients are members of the
FTSE, up to 30% each for two such clients. This prevents
significant exposure to a single client. To mitigate geographical
shifts in client’s focus, we invest in assets in a range of locations,
with easy access to large ports and key motorway junctions.
Before investing, we undertake thorough due diligence,
particularly over the financial strength of the underlying
covenant and any group financial covenants. We select assets
with strong property fundamentals (good location, modern
design, sound fabric), which should be attractive to other
clients if the current client fails. We continually monitor and
keep the strength of our client covenants under review. In
addition, we focus on assets that are strategically important to
the client’s business. Our maximum exposure to any one
client (calculated by contracted rental income) was 13% as
at31December 2025.
High Moderate – The default of one or more ofour
clients would immediately reduce revenue
from the relevant asset(s). If the client cannot
remedy the default, we have to evict the client
or the client becomes insolvent, there may be
a continuing reduction in revenues until we
are able tofind a suitable replacement client,
whichmay affect our ability to pay dividends
to Shareholders.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
67
Principal Risks and Uncertainties continued
Property Risks continued
2. Portfolio strategy and industry competition
The ability of the Company to execute on its strategy and deliver performance
Gross risk Mitigation Net probability Net impact
Slight –
High
The Group is focused on a single sector of the commercial
property market, the property portfolio is approximately 94%
let, with long unexpired weighted average lease terms and
aninstitutional-grade client base. Occupier demand is
structurally supported by a range of sectors. Our leases
contain upward-only rent reviews, which are either fixed,
RPI/CPI linked or at open market value. These factors help
support our asset values and overall portfolio performance.
We undertake ongoing reviews of asset performance along
with a review over the balance of our portfolio, split between
Foundation, Value Add and Land as well as considerations
over covenant, location and building type/size. Our asset
performance is regularly appraised and where we feel
theassets are mature in terms of performance, they are
ear-marked for potential disposal. Our development portfolio
isexecuted in a low-risk manner utilising capital efficient
option agreements and only deploying significant capital once
we have secured a pre-let or where a depth of occupier
demand supports the case for speculative development.
Medium
Slight – An adverse change in the performance
ofour property portfolio may lead to lower
returns for Shareholders or a breach of our
banking covenants. Market conditions may
lead to a reduction in the revenues we earn
from our property assets, which may affect
our ability to pay dividends to Shareholders.
Asevere fall in values may result in a fall in our
NAV as well as a need to sell assets torepay
our loan commitments. In a high inflationary
environment, certain caps within rent review
clauses may prevent usfrom capturing the full
benefit of higher inflation. Competitors in the
sector may be better placed to secure property
acquisitions, as they may have greater financial
resources, thereby partly restricting the ability
to grow our NAV, deliver value to shareholders,
further diversify the portfolio and add
additional liquidity to our shares.
3. Performance of the sectors clients operate in
Gross risk Mitigation Net probability Net impact
Severe –
Medium
The diversity of our institutional-grade client base means the
impact of default of any one of our clients is low-moderate.
Inaddition to our due diligence on clients before an acquisition or
letting, we regularly review the performance of the sub-sectors,
the position of our clients against their competitors and, in
particular, the financial performance of our clients. We have
also increasingly been diversifying our client exposure to
various sub-sectors, for instance within the retail sector i.e.
online, food, homeware, fashion, other. The breadth of client
sector exposure has been enhanced following the UKCM and
Blackstone transaction. The risk around traditional retail is
mitigated by the increase in online retail sales and supply chain
concerns which has driven occupational demand. Our portfolio
is modern and of a high-quality nature and therefore should a
unit become vacant, is generally attractive to a range of Clients.
Medium Moderate – Our focus on UK logistics means
we directly rely on a number of sub-sectors to
lease our assets and meet rental obligations.
Insolvencies and CVAs among these
occupiers could affect our revenues and
property valuations. Poor performance and
low profitability could affect our ability to
collect rental income and the overall level of
demand for space. This could in turn impact
future rental growth. A broad range of sectors
and clients diversifies our portfolio risk.
4. Execution of development business plan
There may be a higher degree of risk within our development portfolio.
Gross risk Mitigation Net probability Net impact
Moderate
– High
The Company has a significant development pipeline, it
represents 7% of our portfolio value as of 31 December 2025.
Our development strategy is low risk, and we target only
investing significant capital into a development project once
planning has been obtained, a pre-let agreement has been
secured or where a depth of occupier demand supports the
case for speculative development. Our appetite for speculative
development is low and we have a limit of 5% ofGAV exposed
to speculative developments within our Investment Policy.
Therisk of cost overruns is mitigated byour experienced
development team which includes a thorough procurement
and tender process on all contracts, including agreeing fixed
priced contracts. We undertake thorough covenant analysis
and ongoing reviews of our contractors and secure
guarantees in relation to build contracts where possible.
Withregards to our data centre pipeline a similar risk-focused
approach is taken, whereby we are targeting a pre-let
development model. We also have a JV partner in EDF, who
are specialists in the area ofinfrastructure.
Medium Slight – Our development activities are likely
to involve a higher degree of risk thanis
associated with standing assets. This could
include general construction risks, delays in
the development or the development not being
completed, cost overruns or developer/
contractor default. Ifany of the risks associated
with our developments materialise, this could
affect the value of these assets or result in a
delay to lease commencement and therefore
rental income. The occupational market
remains stable and we are seeing signs
ofconfidence returning. UK vacancy rates
have remained broadly consistent over 2025
and market rental growth remains healthy.
Tritax Big Box REIT plc Annual Report 2025
68
Financial Risks
5. Debt financing strategy – availability and cost of debt
Gross risk Mitigation Net probability Net impact
Medium –
Moderate
The Group has diversified sources of long-term unsecured
borrowings in the form of £616 million in Public Bonds,
£400million in Unsecured Private Loan Notes and
£250million in Green Bonds. We also have £1,050 million
ofbank finance available split across two revolving credit
facilities and a term loan, and £412.9 million of secured debt
across five separate facilities. This helps keep lending terms
competitive. This access to multiple debt markets should
enable the Group to raise future liquidity in a more efficient
and effective manner via an unsecured platform whilst at
competitive rates. The Board keeps liquidity and gearing levels
under review, as well as monitoring the bank covenants and any
associated headroom within covenant levels. The Group has
undrawn headroom of over £550 million within our current
debt commitments, at 31December 2025. The Group aims
tominimise the level ofunhedged debt with Sonia exposure,
by using hedging instruments with a view to keeping variable
rate debt approximately 90%+ hedged.
Medium Moderate – Without sufficient debt funding,
we may be unable to pursue suitable
investment/development opportunities in line
with our investment objectives. If we cannot
source debt funding at appropriate rates,
either to increase the level of debt or
re-finance existing debt, this may impair our
ability to maintain our targeted dividend level
and deliver attractive returns to shareholders.
Interest rates on the majority of our debt
facilities are fixed term, however we do have
an exposure to variable rate debt. Noting the
current environment with interest rates having
risen in the last two years and then fallen in
2025, the current UK Base rate at December
2025 – 3.75%, this is likely to mean that any
new debt entered into is still more expensive
than ourcurrent average cost of borrowing.
Corporate Risk
6. We rely on the continuance of the External Manager
Gross risk Mitigation Net probability Net impact
Slight –
High
Unless there is a default under the Investment Management
Contract, either party may terminate the Investment
Management Agreement by giving not less than 24 months’
written notice. The Management Engagement Committee
regularly reviews and monitors the Manager’s performance.
Inaddition, the Board meets regularly with the Manager, to
ensure that a positive working relationship is maintained along
with the Manager’s ultimate parent Aberdeen. A24-month
written notice period is in effect.
Low Moderate – We continue to rely on the
Manager’s services and its reputation in
theproperty market. As a result, the
Company’s performance will, to a large extent,
be underpinned by the Manager’s abilities in
the property market and its ability to asset
manage and develop the Company’s property
portfolio. Termination of the Investment
Management Agreement would severely affect
the Company’s ability to effectively manage its
operations and may have a negative impact
on the share price of the Company.
Taxation Risk
7. UK REIT status
We are a UK REIT and have a tax-efficient corporate structure, which is advantageous for UK Shareholders. Any change to our tax status
orinUK tax legislation could affect our ability to achieve our investment objectives and provide favourable returns to Shareholders.
Gross risk Mitigation Net probability Net impact
Severe –
High
The Board is ultimately responsible for ensuring we adhere to
the UK REIT regime. It monitors the REIT compliance reports
provided by:
• the Manager on potential transactions and day-to-day
operations and financial management;
• tax advisers on general compliance reporting; and
• our Registrar and broker on shareholdings.
The Board has engaged third-party tax advisers to help
monitor REIT compliance requirements. None of the compliance
tests are close to exceeding the relevant thresholds.
Low Slight – If the Company fails to remain a REIT
for UK tax purposes, our property profits and
gains will be subject to UK corporation tax.
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
69
Principal Risks and Uncertainties continued
Other Risk
8. Macroeconomic volatility
Gross risk Mitigation Net probability Net impact
Severe –
High
A severe economic downturn could be caused by geopolitical
events, civil unrest, terrorism or a pandemic.
The Group mitigates the impact of macroeconomic issues by
investing in high-quality investment assets that operate in a
sector that has strong structural drivers and a supply demand
imbalance in favour of owners. The Group monitors its clients’
financial health regularly and where appropriate and possible,
enters into long contractual leases. The Manager continues
tomonitor the business continuity planof its suppliers to
ensure the impact to the Group andits service providers is
minimised. The Manager continues to monitor the impact that
the prevailing economic environment is having on the Group’s
clients inorder to protect the Group’s cash flow regarding rent
collection, impact on dividends and banking covenants.
Supply chain efficiency has been a key driver of clients
upscaling and improving their logistics facilities, which
haveresulted in healthy levels of occupational demand.
Thesefactors are supportive of our business model.
Low Moderate – a severe downturn in the
economy could impact a number of the
Group’s clients, contractors, and service
providers, which could mean a loss of rental
income and disruption to operations. There
has been pressure on clients to deliver
efficiencies from their supply chains, whilst
inrecent times has assisted in managing
higher levels of inflation and interest rates.
Given the general heightened level of macro
uncertainty of late, this has resulted in slower
occupier decision making.
9. Physical and transition risks from climate change
Gross risk Mitigation Net probability Net impact
Moderate
– Medium
We manage our material physical and transition risks of
climate change through our ESG strategy, specifically:
• We are developing net zero transition plans for our
investment portfolio, mapping out the actions we need
totake to improve energy efficiency, ensuring we meet
theproposed Minimum Energy Efficiency Standard (MEES)
by 2030 and reducing the risk of obsolescence.
• Continually monitoring our portfolio exposure to physical
climate risks, ensuring adaptation plans and appropriate
insurance in place for assets located in high-risk areas.
• Our leases are ‘Full Repairing and Insuring’ (triple net) and
so if a property is unoccupiable due to damage from
extreme weather, rent remains payable under the terms
ofthe lease; correspondingly our clients can insure against
loss of trade resulting from such events.
• The Manager’s Responsible Investment Policy ensures
thatclimate risks are assessed for all new acquisitions.
• To meet evolving planning requirements and clients’
sustainability requirements, all new developments are
designed to meet BREEAM Excellent and EPC A.
New developments are designed to be resilient to climate
change with our designs taking into consideration the UK’s
evolving climate.
Medium Slight – If our assets don’t meet emerging
environmental standards e.g. MEES – this
would lead to an inability to rent our buildings,
potential financial penalties, a decline in occupier
demand and a decrease in asset valuations.
High exposure to physical climate risks would
result in increased damage and repair costs,
loss of rental income during repairs and
business disruption for our clients.
Additionally, this could result in increased
insurance costs or unavailable insurance
forhigh-risk assets, impacting asset value.
> For more information about our approach
to identifying, assessing and managing
climate-related risks and opportunities,
see our TCFD statement on pages 57 to 61.
> For more information on our ESG strategy,
see pages 52 to 56.
Tritax Big Box REIT plc Annual Report 2025
70
Going Concern and Viability Statement
The Strategic Report describes the Group’s financial position, cash
flows, liquidity position and borrowing facilities. The Group’s cash
balance as at 31 December 2025 was £130.6 million. It also had a
further £577 million of undrawn commitments under its senior debt
facilities, of which £46.8 million (see note 34) was committed under
various construction contracts and a committed asset purchase at
the year end.
The Group currently has substantial headroom against its borrowing
covenants, with a Group LTV of 33.2% as at 31 December 2025.
Asignificant part of the Group’s borrowings are on an unsecured
basis, providing the Group with a deeper pool of liquidity and with
more flexibility over its arrangements.
The Group strengthened its financing position through
several actions:
• It secured a new £400.0 million unsecured revolving credit facility,
replacing the previous £300.0 million facility and adding further
liquidity, with a five year term extendable to seven years and an
uncommitted £200.0 million accordion.
• To fund the Blackstone portfolio acquisition, the Group arranged
a£650.0 million acquisition facility with Santander, which it intends
to refinance through asset disposals and longer term debt.
• The Company also issued £300.0 million of seven year notes at
4.75% under its EMTN Programme, and completed a tender
offerfor its 2026 bonds, repurchasing £184.4 million and leaving
£65.6 million outstanding.
This assisted the Group in positioning its weighted average maturity
across its borrowings of 4.3 years as at 31 December 2025
(2024:4.7 years). As a result and following rigorous stress testing
offinancial forecasts in relation to future viability, the Directors
believe that the Group is well placed to manage its current and
future financial commitments.
The Group benefits from a secure income stream of leases with an
average unexpired term of 9.6 years, containing upward-only rent
reviews, which are not overly reliant on any one client and present
awell-diversified risk. The portfolio was 94.4% let (2024: 94.3%) at
the year end.
The Directors have performed an assessment of the going concern
in relation to the Company and Group for a period of at least
12months from the date of approval of the Company and Group’s
financial statement. The Board is, therefore, of the opinion that the
going concern basis adopted in the preparation of the Annual
Report is appropriate.
Assessment of viability
The period over which the Directors consider it feasible and
appropriate to report on the Group’s viability is the five-year period
to 27 February 2031. This period has been selected because it is
theperiod that is used for the Group’s medium-term business plans
and individual asset performance analysis.
The assumptions underpinning these forecast cash flows and
covenant compliance forecasts were sensitised to explore the
resilience of the Group to the potential impact of the Group’s
significant risks, or a combination of those risks. The key
assumptions sensitised for the forecast cash flows in downside
scenarios were portfolio value, which was sensitised by up to a
34%reduction or to vacant possession value upon lease expiry,
occupation of buildings where assumptions were made over certain
lease events and client defaults with sensitivities, expected rental
uplifts removed and assumed to be nil, cost inflation was assumed
to be up to 5% per annum and debt cost assumptions varied upon
refinancing taking into account current and forward looking market
interest rates.
The principal risks on pages 66 to 70 summarise those matters that
could prevent the Group from delivering on its strategy. A number of
these principal risks, because of their nature or potential impact,
could also threaten the Group’s ability to continue in business in its
current form if they were to occur.
The Directors paid particular attention to the risk of a deterioration
ineconomic outlook which would impact property fundamentals,
including investor and occupier demand which could have a
negative impact on valuations, and give rise to a reduction in the
availability of finance. The Board also paid attention to the impact of
either a delay to the receipt of planning permission or the risk of not
achieving planning consent as well as the impact of inflationary
costs on raw materials in the current environment. Given the
flexibility within the land portfolio, in a downturn scenario the Group
could effectively pause all uncommitted development. The remaining
principal risks, whilst having an impact on the Group’s business
model, are not considered by the Directors to have a reasonable
likelihood of impacting the Group’s viability over the five-year period
to 27 February 2031.
The sensitivities performed were designed to be severe but
plausible; and to take full account of the availability of mitigating
actions that could be taken to avoid or reduce the impact or
occurrence of the underlying risks.
Downturn in economic outlook: Key assumptions including
occupancy, void periods, planning risk, rental growth and yields
were sensitised to reflect reasonably plausible levels associated
withan economic downturn. The assumptions were considered in
light of the current inflationary environment and associated impact
on interest rates in particular. Various forms of sensitivity analysis
have been performed, in particular with regard to the financial
performance of the Group’s clients, taking into account any
discussions held with clients surrounding their operational
performance, including their current status on rent collection.
Restricted availability of finance: The Group has a number of
small loan commitments falling due for maturity over the next
18months period. These can be refinanced through utilising the
Group’s existing available liquidity. Financing is arranged in advance
of expected requirements and the Directors have reasonable
confidence that additional or replacement debt facilities will be put
inplace when the need arises. Some assurance can be taken from
the increase in the RCF agreement in June 2025 from a supportive
set of lenders to the Group as well as the £300m bond raise in
November 2025, that strong levels of liquidity are available to the
Group in the current climate. The Group also benefits from a recent
upgraded credit rating of A3 from Moody’s and has a track record
ofstrong execution when it has previously sought to raise debt in
thepublic markets. This provides the Directors with comfort that
therefinancing of debt as it falls due over the viability period.
Furthermore, the Group has the ability to make disposals of
investment properties to meet the future financing requirements
under the development portfolio.
Viability Statement
Having considered the forecast cash flows and covenant
compliance and the impact of the sensitivities in combination,
theDirectors confirm that they have a reasonable expectation that
theGroup will be able to continue in operation and meet its liabilities
as they fall due over the period ending 27 February 2031.
The Strategic Report was approved by the Board and signed on
itsbehalf by:
Aubrey Adams OBE, FCA, FRICS
Independent Chair
26 February 2026
STRATEGIC REPORT
Tritax Big Box REIT plc Annual Report 2025
71
GOOD GOVERNANCE IS
THECORNERSTONE OF
ATHRIVING ORGANISATION
Chair’s Governance Overview
Governance highlights for 2025
• Completed the purchase of Manor Farm (a 74-acre site at
Heathrow which is a key FLAP-D prime EMEA data centre
location for the Company’s first data centre development)
(the “Manor Farm site”) and agreed a 50% share in a joint
venture with EDF Renewables, to deliver 147MW of power
tothe site (subject to planning consent).
• Entered into a Development Management Agreement
(“DMA”) withtheManager in relation to the Manor Farm site.
• Considered the Manager’s succession planning and
proposed actions to support retention of key people, in
lightof Aberdeen Investments’ (the investment division of
Aberdeen Group plc) intention to acquire the outstanding
shares in theManager in 2026 and 2029.
• Purchased a second data centre site.
• Approved an offer to acquire Warehouse REIT plc, albeit
maintained pricing discipline when subsequently outbid.
• Reviewed fees for the Non-Executive Directors.
• Acquired a £1.04 billion portfolio of logistics assets
fromBlackstone.
• Appointed Deloitte as the Company’s external auditor,
effective for the year ending 31 December 2026.
• Approved the refinancing and extension of the Company’s
£300.0 million revolving credit facility, entry into a
£650.0million debt facility, the issue of £300.0 million
ofseven-year unsecured bonds and a tender offer for
the£250.0 million of bonds due in December 2026.
• Oversaw the exchange or completion of investment asset
disposals totalling £415.5 million.
• Conducted an internally facilitated effectiveness review
oftheBoard and its Committees.
Aubrey Adams OBE, FCA, FRICS
Independent Chair
Dear Shareholders,
Sound corporate governance plays a vital role in the Company’s
long-term success, by providing the framework within which it
candeliver its strategic objectives. This report sets out the main
elements of that framework and highlights the Board’s key
governance actions and decisions during the year.
Board priorities
The Board’s priorities include ensuring that the Company’s strategy
remains appropriate and overseeing its successful implementation,
in compliance with the Company’s Investment Policy and Objectives.
This was another key year in the Company’s strategic development.
The Board approved the acquisition of an outstanding portfolio of
logistics assets from Blackstone, valued at £1.04 billion. We believe
the rationale for the transaction is compelling and that it will deliver
value to Shareholders both in the near and long-term. Further
information can be found in the case study on page 7.
Prior to the Blackstone transaction, we also carefully considered the
acquisition of Warehouse REIT plc and our offer for the company
was recommended by the Warehouse REIT board. However, we and
the Manager are closely aligned on the importance of not overpaying
for assets and we had a clear view ofthe maximum price that would
make sense for Shareholders. Ultimately, we were outbid, however,
we maintained our pricing discipline oncapital allocation. See page
79 for further details.
In my report to you last year, I noted that at the start of 2025 the
Company had acquired the Manor Farm site near Heathrow, for its
first data centre development. The Company also entered into a
Development Management Agreement with the Manager, Tritax
Management LLP, in relation to this, and the Board conducted a
detailed due diligence process toensure this related party
transaction was fair and reasonable for Shareholders. The Company
has since acquired a second highly attractive data centre site, and
the Board has paid close attention toprogress with these initiatives
during the year.
In addition to our regular strategic discussions, we held the Board’s
annual strategy day in October 2025. This is an important event in
our calendar, giving us time outside our regular Board meetings to
consider specific aspects of the Company’s strategy in depth, and
how the market environment is evolving. Page84 explains the topics
we discussed.
Delivering on our objectives
At every scheduled Board meeting, we review the Company’s progress
with its strategic objectives. The Company’s portfolio management,
asset management and development programmes are central to
unlocking the substantial income growth inherent in the business
over the next few years. As part of this, we were pleased tonote
thecontinued success of the asset disposal programme, particularly
of the non-strategic assets acquired through the acquisition of UK
Commercial Property REIT Limited in 2024, with disposals
exchanged or completed in the yeartotalling £415.5 million.
Theproceeds continue to be recycled into higher-returning
opportunities, with our development programme being self-funding.
Tritax Big Box REIT plc Annual Report 2025
72
Statement of compliance
The Company follows the Association of Investment Companies
Code of Corporate Governance (the “AIC Code”), which
incorporates the relevant Principles and Provisions from the UK
Corporate Governance Code (the “UK Code”), while setting out
additional Provisions that are specific to the circumstances of
investment companies. The Board therefore considers that
reporting against the AIC Code, which has been endorsed by
the Financial Reporting Council, provides more relevant
information to Shareholders than the UK Code.
The Company has applied the Principles, and fully complied
with the Principles and Provisions of the 2024 version of the AIC
Code, which applied to the Company from 1January 2025.
The AIC Code is available from the AIC website (www.theaic.co.uk).
Itincludes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the UK Code to make them
relevant for investment companies.
> For further details, please see pages 80 to 82
The Company’s financing is also key, as we look to ensure a balance
between generating higher returns whilst maintaining balance sheet
strength. In 2025, we approved several changes to the Company’s
banking arrangements, including a refinancing of the £300.0 million
revolving credit facility, a new £650.0 million short-term debt facility
to part-fund the Blackstone portfolio acquisition, the issue of
£300.0million of new seven-year bonds and a tender offer, which
saw the Company repurchase the majority of the £250.0 million of
bonds due in December 2026.
We also review the status of the Company’s ESG initiatives at each
meeting. We are clear that these actions must be directly related
toprotecting and creating value for Shareholders, whether that is
through decarbonising the portfolio or supporting the education
ofyoung people, who will become our clients’ future workforce.
TheCompany continues to be regarded as a leader in this area,
withhigh ratings from GRESB, EPRA, ISS and Sustainalytics.
Board and Committee composition
The Company has a strong and fully independent Board, with an
appropriate blend of skills and experience to enable us to lead the
Company effectively. There were no changes to Board membership
in the year and we continue to comply with the UK Listing Rules’
requirements on Board diversity (see page 95).
The Company follows the AIC Code of Corporate Governance,
which does not place a limit on the Chair’s tenure. However, we
recognise the significant body of opinion (including the FRC’s UK
Corporate Governance Code 2024) that tenure should be limited to
nine years and we take this into account in our succession planning.
I was appointed to the Board in September 2017, which means my
tenure as a Director will reach nine years during 2026. The Senior
Independent Director (“SID”) has therefore begun the process of
identifying and recruiting a successor for me as Chair. We will
provide an update on this in due course.
During 2025, we reviewed the roles and memberships of the Audit
and Risk, Management Engagement (“MEC”) and Nomination
Committees, with a view to creating efficiencies. We concluded
thatthe Manager’s succession planning and the Company’s overall
relationship with the Manager should be matters for the full Board
and updated the MEC’s Terms of Reference to reflect this. The MEC
remains responsible for
reviewing the performance of the Manager
and our other key suppliers.
Relationship with the Manager
The Company is the UK’s largest externally managed REIT. In 2025,
the Board reassessed this structure, obtaining an independent
review of the current structure and market practice as part of its
deliberations, and whether the Company would benefit from
internalising its management. We determined that the Company
hadbenefited significantly from the Manager’s expertise and
entrepreneurial culture, and that the structure provides a transparent
and efficient cost structure to Shareholders, leading to its low EPRA
cost ratio. We are therefore satisfied that the Company is delivering
good value for Shareholders with its current structure, and the Board
will keep this under review as the Company grows further.
Given the importance of the Manager, the Board closely scrutinised
the potential impact of Aberdeen Investments’ intention to increase
its ownership of the Manager from 60% to 100%, over the period
to2029. We worked with the Manager to understand its succession
plans and how it intended to retain and incentivise its key staff,
which included promoting seven new partners. We are pleased that
the continuity of the existing Big Box leadership team has been
confirmed until at least 2029, and that the team remains completely
committed to delivering value for Shareholders. Importantly, the
Manager retains full autonomy and control over investment decisions
from Aberdeen Investments, while benefiting from their expertise
and resources as a global investment manager.
Board development and effectiveness
As the operating environment and the Company’s strategy continue
to evolve, it is vital that the Directors keep their knowledge up to date.
Early in the year, we held a Board training session on data centres,
sowe have a firm understanding of how they differ from our traditional
logistics developments. The Board regularly considers the benefits
and disadvantages of an externally versus internally managed
governance structure and received a specific training session from
the Company’s corporate legal advisers, Ashurst LLP, on this topic.
Inthe second half of the year, the Board also received training from
Ashurst on aspects of the Economic Crime and Corporate
Transparency Act 2023, which came into force in 2025, and from
BNP Paribas on Debt Capital Markets prior to the Company’s entry
into the new £300.0 million of seven-year bonds in November 2025.
Following the external evaluation in 2024, we conducted an internally
facilitated effectiveness review of the Board and its Committees.
This concluded that there are consistently high levels of confidence
among the Board and its Committees, highlighting a governance
framework that is engaged, effective, and well aligned on strategy,
risk, and organisational purpose. Further details of the outcome of
the review can be found on page 94.
Board engagement
In addition to our positive engagement and strong working
relationship with the Manager, we regularly engage with the Company’s
advisers, including to discuss investor feedback and to receive their
input on our strategic initiatives. The SID and I also meet directly with
Shareholders to discuss their views on the Company and our
governance arrangements. More information can be found on pages
86 and 87.
Priorities for 2026
Looking ahead to 2026, a priority will be for the Board to appoint
mysuccessor, and ensure a smooth transition as I hand over to the
new Chair. We will also continue to undertake the steps to prepare
to maximise the data centre opportunities.
It has been a privilege and a pleasure for me to have served on the Board
over the last nine years, during what has been a truly exciting period
for the Company, marked most recently by its inclusion in the FTSE
100 with effect from 2 March 2026. I would like to thank my fellow
Board members and the Tritax team, and wish them continued
success for the future.
Aubrey Adams OBE, FCA, FRICS
Independent Chair
26 February 2026
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
73
Board of Directors
THE RIGHT LEADERSHIP
Aubrey Adams OBE,
FCA, FRICS
Independent Chair
Appointed Tenure
11 September 2017 8 years 6 months
Relevant skills and experience
• More than 40 years’ experience at board
level in the real estate industry, including
part of his executive career as chief
executive of Savills plc
• Extensive experience as a chairman
andnon-executive director, including
assenior independent director of
Associated British Ports plc and
chairman of Max Property Group plc
• Fellow of the Institute of Chartered
Accountants in England and Wales
• Fellow of the Royal Institution of
Chartered Surveyors
Key external appointments
• Chairman of the board of trustees
ofWigmore Hall since May 2011
• Director of Nameco (No.522) Ltd
sinceMay 2015
Karen Whitworth FCA
Senior Independent Director
Appointed Tenure
21 October 2019 6 years 5 months
Relevant skills and experience
• Over 20 years of board level experience
inpublic and private organisations
• Strong operational, strategic, commercial,
customer and supply chain background
gained through holding senior positions
atJSainsbury plc and at Intercontinental
Hotels Group plc
• Non-executive director and chair of the
audit and risk committee of Pets at Home
Group plc from July 2020 to May 2021
• Supervisory member and audit committee
member of GS1 UK Limited from 2013
to2018
• Independent adviser to Growup Farms
Limited from 2019 to 2025
• Managing director of Whitworth Holdings
Limited from 2012 to 2022, when the
business was sold
• Chairman’s adviser and finance director
atBGS Holdings Limited (trading as
“Tunetribe”) from 2005 to 2007
• Fellow of the Institute of Chartered
Accountants in England and Wales
Key external appointments
• Non-executive director, chair of the audit
committee, and member of the remuneration
and sustainability committees of Tesco plc
since June 2021
• Non-executive director and audit committee
chair of The Rank Group Plc since November
2019 and senior independent director since
January 2022
• Non-executive director of Nuffield Health
(anot-for-profit registered charity) since
September 2023
Elizabeth Brown
Independent Non-Executive Director
Appointed Tenure
15 December 2021 4 years 3 months
Relevant skills and experience
• Brings a clear focus on consumer trends
and market insights, identifying growth
opportunities and translating these into
value-creating strategies
• 23 years’ experience in strategy and
M&A, as a former strategy consultant
with L.E.K. Consulting from 2002 to 2005
• Investment director at the RBS Special
Opportunities Fund from 2005 to 2012
• Head of Corporate Development from
2013 to 2017 and Strategy Director of
Services from 2016 to 2017 at Curry’s
• Previously Group Strategy Director at
Diageo from 2019 to 2023
Key external appointments
• Chief Strategy & Sustainability Officer
atInchcape plc since February 2023
M A M NN D A M
Tritax Big Box REIT plc Annual Report 2025
74
Wu Gang
Independent Non-Executive
Director
Appointed Tenure
1 October 2021 4 years 5 months
Relevant skills
andexperience
• A strong strategic and financial
advisory background and a
wealth of international experience
gained from a career of over
25 years in investment
banking in Asia and Europe
• Set up and led the European
investment banking team at
CITIC CLSA, the international
investment banking platform
of CITIC Securities, from 2015
to January 2019
• Held senior level positions at
ICBC International, The Royal
Bank of Scotland, and HSBC
in Hong Kong and London and
spent earlier career with Merrill
Lynch and Goldman Sachs
• Served as a non-executive
director of Laird Plc from
January 2017 to June 2018
• Served as a Senior Adviser at
Rothschild & Co Hong Kong
Limited from January 2019 to
January 2023
Key external
appointments
• Non-executive director of
Ashurst LLP since April 2019
• Non-executive director of IG
Group Holdings plc since
October 2020
• Non-executive director of Coats
Group plc since July 2025
Alastair Hughes FRICS
Independent Non-Executive
Director
Appointed Tenure
1 February 2019 7 years 1 month
Relevant skills
andexperience
• Over 30 years’ experience in the
UK and international real estate
markets both at an operational
and strategic level
• Former director and global
executive board member of
Jones Lang LaSalle Inc (“JLL”),
previously serving as managing
director of JLL in the UK, before
becoming CEO for Europe,
Middle East and Africa and then
CEO for Asia Pacific
• Fellow of the Royal Institution
ofChartered Surveyors
Key external
appointments
• Chair of Schroder Real Estate
Investment Trust Limited since
October 2021, non-executive
director since April 2017
• Non-executive director of
TheBritish Land Company plc
since January 2018
• Non-executive director of
QuadReal, a Canadian Property
Group, since October 2019
Richard Laing FCA
Independent Non-Executive
Director
Appointed Tenure
16 May 2018 7 years 10 months
Relevant skills
andexperience
• Experienced non-executive
director and non-executive
chairman of quoted and
unquoted businesses
• In-depth knowledge of financial
matters through his previous
roles as finance director and
chief executive of CDC Group plc
for 11 years; as finance director
of De La Rue plc; as financial
analyst and manager at Bookers
Group plc; and five years at
PricewaterhouseCoopers
• Non-executive director and
chairman of the audit and risk
committee of JP Morgan
Emerging Markets Investment
Trust plc from January 2015 to
February 2024
• Trustee of the Leeds Castle
Retirement Benefit Scheme
from2012 to 2025
• Fellow of the Institute of
Chartered Accountants
inEngland and Wales
Key external
appointments
• Chairman of 3i Infrastructure plc
since January 2016
Kirsty Wilman FCA
Independent Non-Executive
Director
Appointed Tenure
1 September 2024 1 year 6 months
Relevant skills
andexperience
• More than 20 years’ finance
and operational experience
• Various operations and
finance roles in the Real Estate
Division at Federated Hermes
from 2010 to 2024 with
responsibility for operations
and finance for Real Estate
and Private Credit portfolios,
including as COO for Real
Estate from 2023 to 2024
• Previous roles as Senior
Manager at Ernst & Young LLP
and Kingston Smith LLP from
2002 to 2010
• Non-executive director of
RealEstate Balance from
2022 to 2024
• Fellow of the Institute of
Chartered Accountants
inEngland and Wales
Key external
appointments
• Chief Operating and Financial
Officer at Rebalance Earth
Venture Limited since
June2024
A
Audit and Risk Committee
M
Management Engagement Committee
N
Nomination Committee
D
Disclosure Committee
Chair
MAM NA M MA
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
75
Key Representatives of the Manager
AN EXPERIENCED
MANAGEMENT TEAM
I
EX
I
O D
EX
O PEII D
EX
I D
EX
Bjorn Hobart BSc
(Hons) MA, MRICS
Investment Director,
TritaxBigBoxREITplc
Relevant skills and experience
Bjorn is responsible for managing the
Company’s investment portfolio and serves
asChair of the Investment Committee. Bjorn
started his career at Faber Maunsell (now
AECOM) and went on to undertake an MA
in Property Valuation and Law. In 2007,
Bjorn joined SG Commercial and joined the
Tritax Group in 2011, becoming a
partner in 2017.
Colin Godfrey BSc (Hons) MRICS
CEO and Co-Founder,
TritaxBigBoxREIT plc
Relevant skills and experience
Colin has extensive experience in logistics real
estate and logistics focused property fund
management and has led the Company since
its IPO in 2013.
Colin graduated from Kingston University with
a First Class Hons degree in Urban Estate
Management, is a member of the Royal
Institution of Chartered Surveyors, a Freeman
of the City of London and a member of the
Worshipful Company of Chartered Surveyors
Livery. Having started his property career at
Conran Roche in the late 1980s, he specialised
in portfolio fund management at Weatherall
Green and Smith, before co-founding the
agency SG Commercial in 2000 and becoming
a partner of the Tritax Group in 2004.
Frankie Whitehead FCA
CFO, Tritax Big Box REIT plc
Relevant skills and experience
Frankie is responsible for all aspects of the
Group’s finance and corporate reporting
functions, and chairs the Executive
Committee. He brings his extensive
experience of capital markets and complex
corporate transactions to the role. Frankie is a
Fellow ofthe Institute of Chartered
Accountants in England and Wales. He joined
Tritax in 2014 following the Company’s IPO.
Frankie previously performed the role of
Financial Controller at Primary Health
Properties PLC and trained and qualified at
PKF (UK) LLP, which subsequently merged with
BDO LLP. Frankie became a partner of the
Tritax Group in 2020.
Petrina Austin BSc (Hons) MRICS
Head of Asset Management, Tritax Group
Relevant skills and experience
Petrina leads the Group’s asset and property
management service, incorporating ESG
and insurance functions. She has developed
the capabilities of the team to extend the
skills in logistics and industrial operations,
integrating ESG and power considerations
into analysis. Petrina qualified as a chartered
surveyor in 1998. Petrina has over 27 years’
property and finance related asset management
experience having held roles at Knight Frank
and King Sturge (now JLL) before joining the
Tritax Group in 2007, and becoming a
partner in 2017.
Tritax Management LLP (the “Manager”) acts as the Company’s Alternative
Investment Fund Manager (“AIFM”) for the purposes of UK assimilated law
implementing the Alternative Investment Fund Manager Directive (“AIFMD”). The
Board has appointed the Manager to conduct portfolio and risk management
services on behalf of the Company. Whilst the Manager has the ultimate
responsibility to make the final decision over portfolio and risk management
services, the Board actively discusses potential investments and divestments
with the Manager and ensures ongoing compliance with the Company’s
Investment Policy and Investment Objectives. This complies with the
AIFMD
and ensures that the Company continues to adopt best governance practice.
The key representatives shown on page 76 are partners of the Manager.
James Dunlop BSc (Hons) MRICS
CEO, Investment, Tritax Group, and
Co-Founder, Tritax Big Box REIT plc
Relevant skills and experience
James oversees the strategic vision of the
Tritax Group’s existing products, including
leading the Group’s strategy on powered land,
infrastructure and data centres. He is also
responsible for new business development.
James studied Property Valuation and Finance
at City University before joining Weatherall
Green and Smith (now BNP Paribas Real
Estate) where he qualified as a chartered
surveyor in their Investment Development and
Agency division in 1991. In 2000, James
formed SG Commercial, then became a
partner of the Tritax Group in 2005.
Henry Franklin Qualified
Solicitor, CTA
Chief Operating Officer, Tritax Group,
and Co-Founder, Tritax Big Box REIT plc
Relevant skills and experience
Henry is responsible for tax, legal and
compliance activities, working closely with
theBoard, the management team and
external advisers to ensure the robustness
ofthe tax and legal structure. He is also
responsible for new business development.
Henry is a qualified solicitor who completed
his articles with Ashurst LLP in 2001,
qualifying as a chartered tax adviser in 2004,
before moving to Fladgate LLP in 2005. Henry
joined the Tritax Group as a partner in 2008.
Tritax Big Box REIT plc Annual Report 2025
76
O E D
RO
D
EX
ER G P
EX
I O
I
P
ER
THE TRITAX
BIG BOX TEAM
EX
Executive Committee
I
Investment Committee
O
Operations Committee
R
Risk Committee
E
ESG Committee
G
Green Finance Sub-
Committee
P
Property Sub-Committee
S
Social & Wellbeing
Sub-Committee
Chair
Mark Fergusson
Head of Client Engagement
Catherine Fry
Head of Risk and Compliance
Andrew Dickman
Chair, Development
(Tritax Big Box Development)
Tom Leeming
Development Director
(Tritax Big Box Development)
Hana Beard
Group Company Secretary
Chase French
Head of Financial and Portfolio Analytics
Ian Brown
Head of Corporate Strategy
andInvestor Relations
Will Oliver
Finance Director, Development
(Tritax Big Box Development)
Charlie Withers
Development Director
Henry Stratton
Head of Research
Jennie Colville
ESG Director
Jonathan Wallis
Managing Director, Development
(Tritax Big Box Development)
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
77
Governance at a Glance
OUR CORPORATE
GOVERNANCE STRUCTURE
Male 57%
Female 43%
0-2 years (1 Director)
3-5 years (2 Directors)
6+ years (4 Directors)
Green
Finance
Sub-
Committee
Property
Sub-
Committee
Disclosure
Committee
Operations
Committee
Executive
Committee
Investment
Committee
Audit
and Risk
Committee
Nomination
Committee
Management
Engagement
Committee
Risk
Committee
Tritax Social
Impact
Foundation
I
n
d
e
p
e
n
d
e
n
t
o
v
e
r
s
i
g
h
t
a
n
d
r
i
g
o
r
o
u
s
c
h
a
l
l
e
n
g
e
Board of
Directors of
Tritax Big Box
REIT plc
Tritax Management LLP
(the “Manager”) has
delegated authority to
these Committees
M
a
n
a
g
e
r
Board Committee
Manager Committee
Sub-Committee of the ESG Committee
Board gender split Non-Executive Director tenure
Financial
Property
Retail
ESG
Logistics
Governance/PLC
E-commerce
Risk Management
Strategy
Board relevant
sectorexperience
The Board has a complementary range of skills
which are relevant to the Group’s medium and
longer-term objectives.
The Board considers Richard Laing to have
recent and relevant financial expertise to
Chair the Audit and Risk Committee. Karen
Whitworth, Wu Gang and Kirsty Wilman are
also considered to be financial industry
experts by the Board.
Board members with relevant experience
ESG
Committee
Social &
Wellbeing
Sub-
Committee
Tritax Big Box REIT plc Annual Report 2025
78
Board members with relevant experience
Key Activities in 2025
KEY ACTIVITIES OF
THE COMPANY IN 2025
January to
March 2025
• Declared an interim dividend
of2.185 pence per share, in
respect of the three months
to31 December 2024.
• Agreed the 2025 action plan
following the externally
facilitated Board and Committee
effectiveness review.
• Approved the Annual Report
and Accounts for the year
ended 31 December 2024.
• Began a review of the
Manager’s succession plans.
• Completed the purchase of the
Manor Farm site and a 50%
share in a joint venture with EDF
Renewables including entering
into a Development
Management Agreement with
the Manager and associated
related party disclosure matters.
• Held a Board training session
on data centres.
• Approved the Company’s
Modern Slavery and Human
Trafficking statement.
April to
June 2025
• Declared an interim dividend
of1.915 pence per share, in
respect of the three months
to31 March 2025.
• Held the Company’s Annual
General Meeting.
• Reviewed the Company’s
management structure
(externalvs internal).
• Considered succession
planning for the Chair and
began the process to identify
and recruit a successor, led
bythe SID.
• Completed the successful
refinancing and extension
oftheGroup’s £300.0 million
revolving credit facility.
• Made a recommended
cashand share offer for
WarehouseREIT plc.
July to
September 2025
• Declared an interim dividend
of1.915 pence per share, in
respect of the three months
to30 June 2025.
• Approved the half-year
resultsto 30 June 2025.
• Withdrew the Company’s offer
for Warehouse REIT plc.
• Conducted the Manager’s
annual performance review.
• Conducted the annual
performance review of the
Company’s key suppliers.
• Consideration of the acquisition
of the portfolio from Blackstone.
• Reviewed the membership
ofthe Audit and Risk,
Management Engagement and
Nomination Committees.
• Received an update on the
Chair recruitment process.
October to
December 2025
• Declared an interim dividend
of1.915 pence per share, in
respect of the three months
to30 September 2025.
• Completed the acquisition of a
£1.04 billion logistics portfolio
from Blackstone and approved
entry into new £650.0 million
short-term debt facility and
associated issue of new
Ordinary Shares.
• Held the Board’s annual
strategy meeting.
• Aberdeen Investments
announced its phased
acquisition of the remaining
shares in the Manager, over
theperiod to 2029.
• Announced that Moody’s
Ratings had upgraded the
Company’s credit rating from
Baa1 (positive) to A3 (stable).
• GRESB, EPRA and ISS
recognised the Company’s
strong ESG performance.
• Approved the issue of
£300.0million of unsecured
seven-year bonds and tender
offer for the £250.0 million
bondsdue inDecember 2026.
• Conducted an
internallyfacilitated Boardand
Committee effectiveness review.
• Appointed Deloitte LLP as the
Company’s new external
auditor, from the year ending
31December 2026.
• Reviewed and reapproved the
Board Diversity and Inclusion
and Board Tenurepolicies.
Post year end
• Declared an interim dividend of 2.255 pence per share,
inrespect of the three months to 31 December 2025.
• Agreed the 2026 action plan, following the internally
facilitatedBoard and Committee effectiveness review.
• Approved the Annual Report and Accounts for the year
ended31 December 2025.
• Inclusion of Tritax Big Box REIT plc in the FTSE 100 with effect
from 2 March 2026.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
79
Application of the AIC Code
APPLICATION OF
AICCODE PRINCIPLES
Our explanations of how we have applied the Principles of the AIC
Code can be found below.
Board leadership and Company purpose
Principle A. A successful company is led by an effective board,
whose role is to promote the long-term sustainable success of
thecompany, generating value for shareholders and contributing
towider society. The board should ensure that the necessary
resources, policies and practices are in place for the company
tomeet its objectives and measure performance against them.
Strategic Report pages 1 to 71
Board Leadership and Company Purpose pages 82 to 85
Principle B. The board should establish the company’s purpose,
values and strategy, and satisfy itself that these and its culture are
aligned. All directors must act with integrity, lead by example and
promote the desired culture.
Strategic Report pages 1 to 71
Board Leadership and Company Purpose pages 82 to 85
Division of Responsibilities pages 88 to 90
Principle C. Governance reporting should focus on board decisions
and their outcomes in the context of the company’s strategy and
objectives. Where the board reports on departures from the AIC
Code’s provisions, it should provide a clear explanation.
Chair’s Governance Overview pages 72 and 73
Key Decisions of the Board pages 86 and 87
Principle D. In order for the company to meet its responsibilities to
shareholders and stakeholders, the board should ensure effective
engagement with, and encourage participation from, these parties.
Stakeholders pages 63 to 65, and 86 to 87
Section 172 Statement page 63
Division of responsibilities
Principle F. The chair leads the board and is responsible for its
overall effectiveness in directing the company. They should
demonstrate objective judgement throughout their tenure and
promote a culture of openness and debate. In addition, the
chairfacilitates constructive board relations and the effective
contribution of all non-executive directors, and ensures that
directorsreceive accurate, timely and clear information.
Board Leadership and Company Purpose pages 82 to 85
Division of Responsibilities pages 88 to 90
Composition, Succession and Evaluation page 74 to 75, and 92 to 95
Principle G. The board should consist of an appropriate
combination of directors (and, in particular, Non-executive directors)
such that no one individual or small group of individuals dominates
the board’s decision making.
Division of Responsibilities pages 88 to 90
Nomination Committee Report pages 92 to 95
Principle H. Non-executive directors should have sufficient time to
meet their board responsibilities. They should provide constructive
challenge, strategic guidance, offer specialist advice and hold
third-party service providers to account.
Board Leadership and Company Purpose pages 82 to 85
Division of Responsibilities pages 88 to 90
Audit and Risk Committee Report pages 98 to 101
Management Engagement Committee Report pages 102 to 104
Principle I. The board, supported by the company secretary,
shouldensure that it has the policies, processes, information, time
and resources it needs in order to function effectively and efficiently.
Division of Responsibilities pages 88 to 90
Nomination Committee Report pages 92 to 95
Tritax Big Box REIT plc Annual Report 2025
80
Composition, succession and evaluation
Principle J. Appointments to the board should be subject to
aformal, rigorous and transparent procedure, and an effective
succession plan should be maintained. Both appointments and
succession plans should be based on merit and objective criteria.
They should promote diversity, inclusion and equal opportunity.
Nomination Committee Report pages 92 to 95
Principle K. The board and its committees should have a
combination of skills, experience and knowledge. Consideration
should be given to the length of service of the board as a whole
andmembership regularly refreshed.
Nomination Committee Report pages 92 to 95
Principle L. Annual evaluation of the board should consider its
performance, composition, diversity and how effectively members
work together to achieve objectives. Individual evaluation should
demonstrate whether each director continues to contribute effectively.
Nomination Committee Report pages 92 to 95
Audit, risk and internal control
Principle M. The board should establish formal and transparent
policies and procedures to ensure the independence and
effectiveness of external audit functions and satisfy itself on
theintegrity of financial and narrative statements.
Audit, Risk and Internal Control pages 96 and 97
Audit and Risk Committee Report pages 98 to 101
Principle N. The board should present a fair, balanced and
understandable assessment of the company’s position and prospects.
Audit and Risk Committee Report pages 98 to 101
Directors’ Responsibilities Statements page 110
Principle O. The board should establish and maintain an effective
risk management and internal control framework, and determine
thenature and extent of the principal risks the company is willing to
take in order to achieve its long-term strategic objectives.
Principal Risks and Uncertainties pages 66 to 70
Viability Statement page 71
Audit, Risk and Internal Control pages 96 and 97
Audit and Risk Committee Report pages 98 to 101
Notes to the Consolidated Accounts pages 122 to 143
Remuneration
Principle P. Remuneration policies and practices should be designed
to support strategy and promote long-term sustainable success.
Management Engagement Committee Report pages 102 to 104
Directors’ Remuneration Report pages 105 to 107
Principle Q. A formal and transparent procedure for developing
policy on remuneration should be established. No director should
beinvolved in deciding their own remuneration outcome.
Directors’ Remuneration Report pages 105 to 107
Principle R. Directors should exercise independent judgement and
discretion when authorising remuneration outcomes, taking account
of company and individual performance, and wider circumstances.
Directors’ Remuneration Report pages 105 to 107
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
81
Board Leadership and Company Purpose
Key Board statements
Requirement Board statement Where to find further information
Going concern basis The Board is of the opinion that the going
concern basis adopted in the preparation
ofthe Annual Report and Accounts
isappropriate.
Strategic Report page 71
Viability Statement The Board is of the opinion that the Viability
Statement adopted in the preparation of the
Annual Report is appropriate.
Strategic Report page 71
Annual review of systems of risk
management and internal control
A continuing process for identifying,
evaluatingand managing the risks the
Company faces has been established and
theBoard has reviewed the effectiveness
ofthe internal control systems.
Audit, Risk and Internal Control pages 96
and 97
Robust assessment of the Company’s
emerging and principal risks to the
business model, future performance,
solvency and liquidity of the Company
The Audit and Risk Committee and the Board
undertake a full risk review twice a year, where
all the emerging and principal risks and
uncertainties facing the Company and the
Group are considered.
Principal Risks and Uncertainties pages 66
to 70
Fair, balanced and understandable The Board confirm that to the best of their
knowledge the Annual Report and Accounts,
taken as a whole, is fair, balanced and
understandable and provide the information
necessary for Shareholders to assess the
Company’s performance, business model
andstrategy.
Audit and Risk Committee Report pages 98
to 101
Appointment of the Manager The Board consider the continuing
appointment of the Manager on the terms
agreed in the Investment Management
Agreement dated 11September 2017,
asamended on 4 May2022 (“IMA”), to
beinthe best interests of the Company.
Management Engagement Committee
Report pages 102 to 104
Section 172 of the Companies Act 2006 The Board have considered the
requirementsof Section 172 when
makingstrategic decisions.
Strategic Report page 63
Task Force on Climate-related Financial
Disclosures (“TCFD”)
The Board have voluntarily reported on
theTCFD requirements.
Strategic Report pages 57 to 61
Tritax Big Box REIT plc Annual Report 2025
82
The Board’s role
The Board is responsible for promoting the Company’s long-term
sustainable success and generating value for Shareholders and
other stakeholders through effective leadership, supported by the
Manager and other third-party service providers.
Value creation requires the Company to have a clear purpose, which
is set by the Board. The Company’s purpose is to deliver sustainable
logistics solutions that create compelling opportunities for our
stakeholders and provide our clients with the space to succeed.
TheBoard has determined the Company’s Investment Objectives
and Investment Policy, to support achievement of this purpose.
The Board’s overall responsibility for the Company’s activities
includes reviewing investment activity, performance, business
conduct and strategy, in compliance with the principles of good
corporate governance. Specifically, the following matters are
reserved for the Board’s decision:
1. Reviewing and approving Board composition and powers,
including the appointment of Directors.
2. Approving and implementing the Company’s strategy.
3. Approving the budget, financial plans and annual and half-year
financial reports and results.
4. Approving the dividend policy.
5. Reviewing property valuations and valuations of its interest
ratederivatives.
6. Overseeing treasury functions and managing the Company’s
capital structure.
7. Reviewing and monitoring the Manager’s ongoing compliance
with the Company’s Investment Objectives and Investment Policy.
8. Overseeing and reviewing the services provided by the Manager
and, in conjunction with the Manager, the Company’s principal
service providers.
9. Reviewing and approving all compliance and governance
matters relating to the Company.
10. Any decision or other action in relation to the AIFM services which
would bring an unfair financial benefit to the Manager or to any
Group company or other person associated with the Manager.
11. The acquisition or disposal of any interest in land which is not
specifically referred to in the Investment Policy.
12. Any agreements affecting any property which are not envisaged
by the Investment Policy.
13. The incurring of capital expenditure which is not recoverable
under the leases unless such expenditure is specifically
identified and approved in the Investment Policy or budget.
The Board has an open and collaborative culture, which also
provides a forum for robust and constructive debate. We believe
thishas been crucial to the Company’s success to date.
The Board’s meetings are designed to ensure we have sufficient
time to consider all important aspects of the Company’s business.
Atypical Board agenda includes:
• a review of investment performance;
• a review of investments, divestments and asset management initiatives;
• a report on development activities;
• a report on data centre activities;
• an update on available investment opportunities and how they
fitwithin the Company’s strategy;
• a report on the property market;
• a review of the Company’s financial performance;
• an update on ESG targets and key performance indicators (“KPIs”);
• a review of the Company’s financial forecast, cash flow and ability
to meet targets, including the Company’s debt covenants and
debt maturity;
• a review of the Company’s financial and regulatory compliance;
• updates on Shareholder and stakeholder relations;
• updates on the Company’s capital market activity and share
priceperformance;
• regulatory, compliance or corporate governance updates;
• a biannual risk management review; and
• dividend declaration approval (quarterly).
In addition, the Board holds a separate strategy day each year,
asdescribed on page 84, and has ad hoc meetings to consider
specific issues or transactions.
The Manager’s role
The Board has delegated the day-to-day running of the Company
tothe Manager, under the terms of the Investment Management
Agreement (“IMA”). The MEC Report on pages 102 to 104 has more
information on how the IMA operates.
This structure means the Company’s success depends on the
Manager’s effective implementation of the Company’s strategy.
Webelieve that our positive relationship with the Manager is key
toensuring the Company’s governance arrangements remain
effective, as we work closely with the Manager to identify best
practice and areas for improvement.
The Board does not formally approve investment proposals or
decisions, as this is a matter delegated to the Manager. However,
the Board is kept fully informed and notified of investment and
divestment proposals and decisions, to enable the Board to meet
itsresponsibilities and duties appropriately. As the investment in
data centre development assets in 2025 involved a related party
transaction between the Company and the Manager, this was
amatter reserved for the Board.
The Manager regularly engages with Tritax Big Box Development
Holdings Ltd regarding the development pipeline and the status
ofcurrent projects, and the Board is kept abreast of any notable
updates to ensure appropriate oversight and governance. The
Manager has approval rights in relation to all capital expenditure
andtransactional documentation proposed to be entered into by
TBBD and subsidiaries within the Group.
HOW WE GOVERN
THECOMPANY
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
83
Board Leadership and Company Purpose continued
ESG
Integrating ESG across the investment lifecycle is core to our
business and our ability to create value for Shareholders. For
example, owning sustainable buildings helps the Company to
attractand retain clients, protects the value of our assets and
supports our rental income. Investing in our local communities,
inparticular by enhancing employability skills in young people,
supports the development of the future workforce for our clients.
The Manager has established an ESG Committee, which
recommends the ESG strategy for the Board’s approval, monitoring
ESG performance and progress against key initiatives including
making recommendations to the Board on integrating ESG
considerations into the business strategy and decision-making.
TheCommittee is chaired by the Manager’s Head of Asset
Management and includes its ESG Director, both of whom routinely
attend Board meetings to provide updates. The SID, as the Board’s
ESG Champion, also meets regularly with the Manager’s ESG
Director to discuss progress on the ESG strategy and conducts
in-depth reviews into key ESG issues relevant to the Board and
the Company.
As noted on page 52, the Board receives quarterly updates on
sustainability-related matters and performance. This year, key
matters discussed included the Company’s development of a
sustainability platform that will support the delivery of asset-level
netzero transition plans, enhancements to TCFD reporting and
theCompany’s external ratings on key ESG benchmarks.
For further information on ESG, please refer to pages 52 to 56.
Seepages 57 to 61 for the TCFD disclosures, including further
information on the Board’s oversight.
To demonstrate its own commitment to sustainability, the Manager’s
premises are certified to ISO 14001, validating our commitment to
continually improving our sustainability performance and operating
in line with relevant environmental legislation.
Strategy
The main 2025 strategy meeting took place in October 2025,
involving the full Board, key members of the Manager, advisers
and external experts.
The meeting started with a review of the UK economic outlook,
led by the chief UK economist at one of the Company’s advisers.
This considered the prospects for monetary and fiscal policy,
and how the Government might look to close its fiscal gap.
TheBoard then heard from a senior military expert on the
geopolitical risk landscape. This touched on the intentions of
rising powers, notably Russia and China, the impact of
ideological and technological shifts, the effect of increased
defence spending on the Government’s other priorities, and
how the UK can mitigate its risks.
The Board then moved on to review the Directors’ perceptions of
key and emerging risks and the extent to which these were
already captured in the Company’s risk register. This highlighted
technology-related risks as an area for increased consideration,
as the Company accelerates its involvement in data centres
(see the Risk section on pages 66 to 70 and the Audit and Risk
Committee Report on pages 98 to 101 for further information).
The Manager led a session on the evolution of the investment
portfolio, in particular the increased exposure to the urban logistics
market over the last three years, which had been accelerated by
the acquisition of the portfolio of logistics assets from Blackstone
in 2025. This considered demand from clients for urban and
small boxes, and the potential for greater revenue growth in this
segment. The Manager has continued to expand its asset
management team to engage effectively with the larger client
base and ensure the income growth in the portfolio is realised.
The final session looked at the transformational opportunity
presented by data centres. This outlined progress to date with
the Company’s data centre schemes, the different characteristics
of hyperscalers and co-locators as potential clients, the sustainability
impact of data centres, and the potential mix of logistics and
data centre assets in the investment portfolio, in the coming years.
Tritax Big Box REIT plc Annual Report 2025
84
Relations with Shareholders and
otherstakeholders
One of the Board’s priorities is maintaining strong, open
relationships with Shareholders and stakeholders, ensuring their
views inform our decision making. The Chair, SID, Manager’s CEO
and CFO, and the Manager’s Head of Corporate Strategy and
Investor Relations act as the Company’s principal spokespeople,
with all Directors available to engage with Shareholders
when required.
Throughout the year, the Manager’s representatives devoted time
tomeeting with existing Shareholders and prospective new
investors, and attended investment conferences. Common topics
raised in Shareholder meetings included the Company’s data centre
strategy and the share price discount to the net asset value, which
was seen as a sector-wide issue and not specific to the Company.
As part of the Board’s active programme of investor engagement,
the Chair and SID met with Shareholders through the year. This
included specific governance roadshow days, the Capital Markets
Day – which was attended by over 200 investors – as well as ad hoc
approaches when requested. In addition, members of the Board
and the Manager held an investor lunch in December 2025, which
was attended by Top-30 Shareholders, providing the opportunity
for direct dialogue with Non-Executive Directors on performance
and governance matters.
There is continued demand from Shareholders and prospective
investors to visit our assets and development sites. Over the
courseof the year, the Manager hosted visits to key sites such as
Biggleswade, Enfield and Littlebrook, giving Shareholders first
handinsight into the scale and quality of the portfolio. We balance
the desire for Shareholders to visit sites with the need to avoid
disruption to our clients.
> Details of the Company’s engagement with our other key
stakeholders can be found on pages 63 to 65 and 86 and 87
Annual General Meeting (“AGM”)
The Company’s general meetings provide the Board and the
Manager with a valuable opportunity to engage with Shareholders
on governance and strategy. All the Directors usually attend the
AGM and make themselves available to answer Shareholder
questions. This year’s AGM will be held at the offices of Ashurst
LLP,London Fruit & Wool Exchange, 1 Duval Square, London E1
6PW, on 7 May 2026 at 10.00am.
We encourage Shareholders to attend and vote at the AGM and to
engage with the Board and the Manager. Shareholders can ask
questions or raise matters of concern by emailing the Company
Secretary at company.secretary@tritaxbigbox.co.uk. The Chair, SID
and the other Non-Executive Directors can also be contacted by
emailing the Company Secretary, who will pass the communication
directly to the relevant person, or by post to the Company’s
registered office.
Public communications
The Company ensures that any price sensitive information is
released to all Shareholders at the same time and in accordance
with regulatory requirements. All Company announcements which
are released through the London Stock Exchange’s Regulatory
News Service are also made available on the Company’s website.
The website holds share price and dividend information, investor
presentations, the Key Information Document required by PRIIPS
regulations (as updated for current FCA guidance) and the Annual
Report and Accounts; all are available for download. The Company’s
2025 Annual Report and Accounts will be dispatched to
Shareholders upon request.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
85
Stakeholder Engagement
KEY DECISIONS
OF THE BOARD
The Company has been highly successful at achieving its strategic goals through carefully
selected acquisitions of portfolios and individual assets. The Manager continually reviews
opportunities to add to the investment portfolio and two of the Board’s most-important
decisions in 2025 related to acquisitions.
Acquisition of the Blackstone portfolio
On 13 October 2025, the Board announced that it had exchanged
contracts to acquire a high-quality £1.04 billion portfolio of logistics
assets from Blackstone.
The Board considered the proposed transaction in detail over
several months, receiving recommendations from the Manager
andinput from the Company’s advisers. In its deliberations, the
Board took into account:
• alternative transactions the Company could pursue, including
theoffer made for Warehouse REIT plc;
• the quality of the assets in the portfolio, including their superior
locations, the complementary fit with the Company’s existing
investment portfolio, and the resulting increased exposure to
urban logistics that would result, in line with the strategy the
Company had pursued since 2022;
• the Company’s ability, given the size of the Blackstone portfolio,
toachieve scale in its urban logistics exposure more efficiently
than via a number of smaller portfolio or piecemeal transactions
ofa similar quality;
• the potential to capture the rental reversion in the portfolio and
thenature of the reversionary bridge being offered by Blackstone,
which would accelerate the capture of this reversion;
• the increased volume of asset management that would be
required, for example due to the shorter leases for smaller assets;
• the proposed structure of the consideration, which would result
inBlackstone becoming a Shareholder in the Company, with an
8.2% holding;
• the terms of the short-term debt facility of £650.0 million, to fund
the cash element of the consideration; and
• the potential for increased scale to further strengthen the
Company’s credit rating.
Having received advice from the Company’s brokers, financial
advisers, lawyers, accountants and independent valuers, the Board
approved the Manager’s recommendation to agree the transaction
and to enter into the £650.0 million debt facility and issue
221,444,706 new Ordinary Shares to finance the acquisition.
TheBoard announced that the transaction had completed on
22October 2025.
Stakeholders considered
How were stakeholders’ views
taken into account?
The Board, the Manager and advisers
met several times, to consider the best
interests of Shareholders
The Board noted that the increased
exposure to urban assets would
broaden the Company’s offer to clients
The Board considered the impact on
its balance sheet and debt providers,
including the overall level of gearing
and the Company’s ability to meet the
terms of the new debt facility
Impact – what actions were
taken as a result?
The Board was able to ensure that
thevaluation of the portfolio was
appropriate and that the transaction
offered significant value creation
opportunities for Shareholders
The Board also determined that the
Company would be able to comply
with the terms of the new debt facility
and that the overall leverage would
remain within its target range of below
35% Loan-to-Value
Long-term effects of the decision?
The Company acquired the portfolio
on 22 October 2025
The transaction offers mid-single digit
earnings enhancement in 2026, with
meaningful accretion thereafter,
supporting the Company’s income-led
growth strategy
The Company has the potential
tostrengthen relationships with
existingclients, through its
broadersize offering
The Company welcomed Blackstone
as a new Shareholder, while ensuring
theCompany’s interests are
protectedthrough lock-up and
standstill agreements
Tritax Big Box REIT plc Annual Report 2025
86
Offer for Warehouse REIT plc
Warehouse REIT plc was a listed UK investment company, with an
attractive portfolio of logistics assets, including good exposure to
theurban logistics segment. Warehouse REIT had announced on
4June 2025 that it had agreed the terms of a recommended cash
acquisition by affiliates of Blackstone.
The Board, the Manager and the Company’s advisers discussed
whether the Company should make its own offer for Warehouse
REIT and the potential benefits to Shareholders of doing so.
Thesediscussions determined that Warehouse REIT was naturally
agood option for the Company to pursue. It would:
• consolidate the Company’s position as the UK’s leading listed UK
logistics platform;
• align with the strategy of complementing the Company’s big box
portfolio with urban and last-mile logistics assets, further
enhancing its client offer;
• offer sizeable near-term rental reversion, and the ability to
enhance performance through the Manager’s proven asset
management and development expertise; and
• deliver immediate cost savings, to support adjusted EPS
accretionand dividend progression.
After extensive consideration, the Board approved an offer for
Warehouse REIT, which was announced on 25 June 2025. The
offercombined cash and new shares in the Company, and allowed
Warehouse REIT Shareholders to retain two quarterly dividends
thatWarehouse REIT would be expected to pay in the coming
months. Intotal, this valued each Warehouse REIT share at
114.2pence. TheWarehouse REIT board agreed to recommend
theoffer to its Shareholders.
On 10 July 2025, Blackstone announced that it had increased its
offer for Warehouse REIT to 115.0 pence per share, following
whichthe Warehouse REIT board withdrew its recommendation for
the Company’s offer and recommended the increased Blackstone
offer instead.
Maintaining discipline in allocating capital has been one of the keys
tothe Company’s success since it was founded. In making the offer
for Warehouse REIT, the Board and the Manager had clearly
determined the maximum price at which the transaction made
financial sense for Shareholders. While the Board considered that the
acquisition remained a compelling strategic proposition, it did not
believe that increasing the financial terms would benefit Shareholders.
The Board therefore announced on 22 August 2025 that it would not
increase itsoffer and it formally withdrew the offer on 27 August 2025.
> For further information on the Company’s stakeholders, please see pages 63 to 65
Stakeholders considered
How were stakeholders’ views
taken into account?
The Board and the Manager considered
Shareholders’ best interests throughout
the process, particularly in determining
the maximum price at which the
transaction was financially accretive
While the increased exposure to urban
assets would have broadened the
Company’s offer to clients, the
Company had other avenues through
which it could achieve this
Long-term effects of the decision?
The decision not to increase its offer
price for Warehouse REIT due to the
Company believing it has other
compelling opportunities to deploy
capital meant that the Company was
able to acquire the portfolio from
Blackstone as described on page 86
and also on page 7
Impact – what actions were
taken as a result?
The Board and the Manager
demonstrated their strict financial
discipline, both in making the original
offer and in the decision not to
increase it
Our stakeholders
The Manager and its employees Our clients Government, regulators andlocalcouncils
Our Shareholders Our lenders Our communities
Our suppliers
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
87
Division of Responsibilities
The Board
Responsible for promoting the Company’s long-term sustainable success,
working towards strategic objectives and generating value for
Shareholders and other stakeholders.
> To read more see pages 74 and 75
Chair
Key roles and responsibilities
• Responsible for the leadership and effectiveness of the Board and for setting
the Board agenda.
• Ensuring effective communication, so the Board is aware of the views of
Shareholders and other stakeholders, and demonstrates objective judgement.
• Promoting a culture of openness and debate.
Senior Independent Director
Key roles and responsibilities
• Acting as a sounding board for the Chair and as a trusted intermediary for other Non-Executive Directors.
• Responsible for succession planning for the position of Chair of the Board.
• Being available to Shareholders to discuss any concerns that cannot be resolved through the normal channels of communication with the Chair.
• Leading the other Non-Executive Directors in evaluating the Chair’s performance.
The Manager
Responsible for the day-to-day running of the Company.
Colin Godfrey, Frankie Whitehead and Bjorn Hobart as CEO, CFO and
Investment Director respectively for Tritax Big Box REIT plc, as well as
James Dunlop, Henry Franklin and Petrina Austin as CEO of Investments,
COO and Head of Asset Management respectively of the Manager.
Alloversee the Manager’s relationship with the Company.
> To read more see pages 76 and 77
The Manager
Key roles and responsibilities
• Making the final decisions in respect of investments and divestments.
• Risk management.
• Financial management.
• Asset management.
• Investor relations.
• ESG.
> To read more see pages 28 to 38
Company Secretariat and Compliance
Key roles and responsibilities
• Overseeing the Company’s governance structure and managing
theCompany’s regulatory compliance.
• Administering the Group’s subsidiaries.
Tritax Big Box Developments Holdings Limited
(“TBBDHL”) Board
• Chaired by Frankie Whitehead. Comprises other members of the Manager
and representatives of TBBD.
Key roles and responsibilities
• TBBD’s wider business strategy, including determining, implementing
andreviewing the investment and development strategy, to deliver the
Group’s objectives.
• Corporate matters such as detailed financial reviews, risk and ESG
reviews, tracking and monitoring against the investment mandate, and
DMA compliance.
Board Committees
The Board has delegated certain responsibilities to the Nomination,
Auditand Risk, and Management Engagement Committees. The Board
also has a Disclosure Committee, which meets when required.
We do not have a Remuneration Committee, as the Company has no
Executive Directors or other employees. The Board is therefore
responsible for determining the Directors’ remuneration (see pages
105 to 107).
The Committees are chaired by different Non-Executive Directors,
whoreport the outcome of the meetings to the Board. The Company
Secretary acts as secretary to the Committees.
The Committees’ remits are set out in their Terms of Reference, which
theBoard reviews as necessary. The Terms of Reference can be found
onthe Company’s website or requested from the Company Secretary.
Audit and Risk Committee
Key roles and responsibilities
• Reviewing the integrity of the Group’s financial statements and any significant
financial reporting judgements.
• Reviewing and monitoring the relationship with the external auditor.
• Reviewing the internal controls of the Administrator (Waystone Fund
ServicesLimited).
• Overseeing the Company’s risk management process.
• Advising the Board on whether the Annual Report and Accounts provide
afair, balanced and understandable view of the Company’s performance,
position and strategy.
• Considering and reviewing the Company’s Viability and Going
ConcernStatements.
• Reviewing the annual and interim property valuations.
> To read more see pages 98 to 101
Nomination Committee
Key roles and responsibilities
• Reviewing the Board’s composition and assessing whether the balance
ofskills, experience, knowledge, diversity and independence is
appropriate to enable the Board to operate effectively.
• Managing succession planning and ensuring that the Non-Executive
Directors receive necessary training, including on ESG topics.
• Review the results of the Board and Committee effectiveness reviews.
> To read more see pages 92 to 95
Disclosure Committee
Key roles and responsibilities
• Identifying inside information and maintaining disclosure registers in the
form of insider lists.
• Determining whether delayed disclosure is appropriate on a case-by-case
basis and liaising with the FCA as necessary.
• Supervising and overseeing the preparation of disclosures to the market.
• Chaired by Aubrey Adams and comprises one Non-Executive Director, the
CEO and CFO of the Company, and various members of the Manager.
Management Engagement Committee
Key roles and responsibilities
• Reviewing the performance of the Manager.
• Reviewing the Company’s other key suppliers, including the Joint
FinancialAdvisers and Brokers, the Valuers and the Registrar to ensure
that the Company is receiving a high level of performance along with
valuefor money.
• Overseeing retenders and new supplier appointments.
• Receiving updates on the Manager’s succession planning.
> To read more see pages 102 to 104
Manager Committees
The Manager has delegated some of its responsibility to five Committees:
the Investment, Executive, Operations, Risk and ESG Committees. The
ESG Committee has also established three Sub-Committees: the Green
Finance Sub-Committee the Property Sub-Committee and the Social &
Wellbeing Sub-Committee.
Operations Committee
• Chaired by Henry Franklin. Comprises various members of the Manager.
Key roles and responsibilities
• Overseeing the day-to-day operations of the Manager, including
governance, IT, and compliance matters.
• Approving the Manager’s policies and procedures.
• Reviewing the Manager’s staff-related matters.
Investment Committee
• Chaired by Bjorn Hobart. Comprises various members of the Manager.
Key roles and responsibilities
• Reviewing and recommending investments and divestments. In the
event of a potential conflict of interest with the Company, the Company’s
Chair and/or another Non-Executive Director will attend the meeting.
• Reviewing, approving and monitoring activities within the
developmentportfolio.
Executive Committee
• Chaired by Frankie Whitehead. Comprises various members of theManager.
Key roles and responsibilities
• Overseeing the Group as a whole.
• Reviewing the Company’s corporate and capital strategy and activities, and
making recommendations to the Board as necessary.
Risk Committee
• Chaired by Alasdair Evans, the Manager’s Chief Financial Officer. Comprises
various members of the Manager.
Key roles and responsibilities
• Identifying, recording and measuring risks, and implementing controls to
mitigate such risks.
• Overseeing the risk assessments made by the Company, as well as other
real estate funds, to amplify the focus on risk and to ensure the Company is
alert to any new risks identified by the Manager.
ESG Committee
• Chaired by Petrina Austin. Comprises various members of the Manager,
including the ESG Director.
Key roles and responsibilities
• Overseeing ESG and sustainability matters.
• Reviewing and making recommendations to the Manager’s Executive
Committee and the Company’s Board, regarding integrating ESG factors
into business strategy and decision making.
• Overseeing the Manager’s policies in terms of performance, communication
and engagement on ESG and sustainability matters, to ensure the Manager
and the Company are effective in meeting their social and regulatory
requirements and achieving their objective of being socially responsible.
Green Finance Sub-Committee ofthe
ESG Committee
• Chaired by Alasdair Evans. Comprises members of the Manager’s asset
management and finance teams.
Key roles and responsibilities
• Reviewing the Company’s Green Portfolio, to confirm that the assets and
projects included in it meet the criteria set out in the Green Finance framework.
• Reviewing the framework to reflect any changes with regards to the
Company’s sustainability strategy and market standards.
• Approving the Green Finance Report, ahead of circulation to investors.
• Monitoring the evolution of disclosure and reporting, to be in line with
market best practices.
Property Sub-Committee of the ESG Committee
• Chaired by James Charlesworth, Senior Asset Manager for Tritax Big Box.
Comprises various members of the Manager, including the ESG Director.
Key roles and responsibilities
• Monitoring compliance with relevant asset-level local regulations and
global standards, delivery of ESG programmes and projects across funds
and progress on various ESG-related strategies.
Social & Wellbeing Sub-Committee of the
ESG Committee
• Chaired by Sophie Castle, Head of People Development of the Manager.
Comprises various members of the Manager, including the ESG Manager.
Key roles and responsibilities
• Considering and implementing approved initiatives to promote staff
wellbeing and engagement, and charitable events and activities in which
staff can participate.
Tritax Big Box REIT plc Annual Report 2025
88
The Board
Responsible for promoting the Company’s long-term sustainable success,
working towards strategic objectives and generating value for
Shareholders and other stakeholders.
> To read more see pages 74 and 75
Chair
Key roles and responsibilities
• Responsible for the leadership and effectiveness of the Board and for setting
the Board agenda.
• Ensuring effective communication, so the Board is aware of the views of
Shareholders and other stakeholders, and demonstrates objective judgement.
• Promoting a culture of openness and debate.
Senior Independent Director
Key roles and responsibilities
• Acting as a sounding board for the Chair and as a trusted intermediary for other Non-Executive Directors.
• Responsible for succession planning for the position of Chair of the Board.
• Being available to Shareholders to discuss any concerns that cannot be resolved through the normal channels of communication with the Chair.
• Leading the other Non-Executive Directors in evaluating the Chair’s performance.
The Manager
Responsible for the day-to-day running of the Company.
Colin Godfrey, Frankie Whitehead and Bjorn Hobart as CEO, CFO and
Investment Director respectively for Tritax Big Box REIT plc, as well as
James Dunlop, Henry Franklin and Petrina Austin as CEO of Investments,
COO and Head of Asset Management respectively of the Manager.
Alloversee the Manager’s relationship with the Company.
> To read more see pages 76 and 77
The Manager
Key roles and responsibilities
• Making the final decisions in respect of investments and divestments.
• Risk management.
• Financial management.
• Asset management.
• Investor relations.
• ESG.
> To read more see pages 28 to 38
Company Secretariat and Compliance
Key roles and responsibilities
• Overseeing the Company’s governance structure and managing
theCompany’s regulatory compliance.
• Administering the Group’s subsidiaries.
Tritax Big Box Developments Holdings Limited
(“TBBDHL”) Board
• Chaired by Frankie Whitehead. Comprises other members of the Manager
and representatives of TBBD.
Key roles and responsibilities
• TBBD’s wider business strategy, including determining, implementing
andreviewing the investment and development strategy, to deliver the
Group’s objectives.
• Corporate matters such as detailed financial reviews, risk and ESG
reviews, tracking and monitoring against the investment mandate, and
DMA compliance.
Board Committees
The Board has delegated certain responsibilities to the Nomination,
Auditand Risk, and Management Engagement Committees. The Board
also has a Disclosure Committee, which meets when required.
We do not have a Remuneration Committee, as the Company has no
Executive Directors or other employees. The Board is therefore
responsible for determining the Directors’ remuneration (see pages
105 to 107).
The Committees are chaired by different Non-Executive Directors,
whoreport the outcome of the meetings to the Board. The Company
Secretary acts as secretary to the Committees.
The Committees’ remits are set out in their Terms of Reference, which
theBoard reviews as necessary. The Terms of Reference can be found
onthe Company’s website or requested from the Company Secretary.
Audit and Risk Committee
Key roles and responsibilities
• Reviewing the integrity of the Group’s financial statements and any significant
financial reporting judgements.
• Reviewing and monitoring the relationship with the external auditor.
• Reviewing the internal controls of the Administrator (Waystone Fund
ServicesLimited).
• Overseeing the Company’s risk management process.
• Advising the Board on whether the Annual Report and Accounts provide
afair, balanced and understandable view of the Company’s performance,
position and strategy.
• Considering and reviewing the Company’s Viability and Going
ConcernStatements.
• Reviewing the annual and interim property valuations.
> To read more see pages 98 to 101
Nomination Committee
Key roles and responsibilities
• Reviewing the Board’s composition and assessing whether the balance
ofskills, experience, knowledge, diversity and independence is
appropriate to enable the Board to operate effectively.
• Managing succession planning and ensuring that the Non-Executive
Directors receive necessary training, including on ESG topics.
• Review the results of the Board and Committee effectiveness reviews.
> To read more see pages 92 to 95
Disclosure Committee
Key roles and responsibilities
• Identifying inside information and maintaining disclosure registers in the
form of insider lists.
• Determining whether delayed disclosure is appropriate on a case-by-case
basis and liaising with the FCA as necessary.
• Supervising and overseeing the preparation of disclosures to the market.
• Chaired by Aubrey Adams and comprises one Non-Executive Director, the
CEO and CFO of the Company, and various members of the Manager.
Management Engagement Committee
Key roles and responsibilities
• Reviewing the performance of the Manager.
• Reviewing the Company’s other key suppliers, including the Joint
FinancialAdvisers and Brokers, the Valuers and the Registrar to ensure
that the Company is receiving a high level of performance along with
valuefor money.
• Overseeing retenders and new supplier appointments.
• Receiving updates on the Manager’s succession planning.
> To read more see pages 102 to 104
Manager Committees
The Manager has delegated some of its responsibility to five Committees:
the Investment, Executive, Operations, Risk and ESG Committees. The
ESG Committee has also established three Sub-Committees: the Green
Finance Sub-Committee the Property Sub-Committee and the Social &
Wellbeing Sub-Committee.
Operations Committee
• Chaired by Henry Franklin. Comprises various members of the Manager.
Key roles and responsibilities
• Overseeing the day-to-day operations of the Manager, including
governance, IT, and compliance matters.
• Approving the Manager’s policies and procedures.
• Reviewing the Manager’s staff-related matters.
Investment Committee
• Chaired by Bjorn Hobart. Comprises various members of the Manager.
Key roles and responsibilities
• Reviewing and recommending investments and divestments. In the
event of a potential conflict of interest with the Company, the Company’s
Chair and/or another Non-Executive Director will attend the meeting.
• Reviewing, approving and monitoring activities within the
developmentportfolio.
Executive Committee
• Chaired by Frankie Whitehead. Comprises various members of theManager.
Key roles and responsibilities
• Overseeing the Group as a whole.
• Reviewing the Company’s corporate and capital strategy and activities, and
making recommendations to the Board as necessary.
Risk Committee
• Chaired by Alasdair Evans, the Manager’s Chief Financial Officer. Comprises
various members of the Manager.
Key roles and responsibilities
• Identifying, recording and measuring risks, and implementing controls to
mitigate such risks.
• Overseeing the risk assessments made by the Company, as well as other
real estate funds, to amplify the focus on risk and to ensure the Company is
alert to any new risks identified by the Manager.
ESG Committee
• Chaired by Petrina Austin. Comprises various members of the Manager,
including the ESG Director.
Key roles and responsibilities
• Overseeing ESG and sustainability matters.
• Reviewing and making recommendations to the Manager’s Executive
Committee and the Company’s Board, regarding integrating ESG factors
into business strategy and decision making.
• Overseeing the Manager’s policies in terms of performance, communication
and engagement on ESG and sustainability matters, to ensure the Manager
and the Company are effective in meeting their social and regulatory
requirements and achieving their objective of being socially responsible.
Green Finance Sub-Committee ofthe
ESG Committee
• Chaired by Alasdair Evans. Comprises members of the Manager’s asset
management and finance teams.
Key roles and responsibilities
• Reviewing the Company’s Green Portfolio, to confirm that the assets and
projects included in it meet the criteria set out in the Green Finance framework.
• Reviewing the framework to reflect any changes with regards to the
Company’s sustainability strategy and market standards.
• Approving the Green Finance Report, ahead of circulation to investors.
• Monitoring the evolution of disclosure and reporting, to be in line with
market best practices.
Property Sub-Committee of the ESG Committee
• Chaired by James Charlesworth, Senior Asset Manager for Tritax Big Box.
Comprises various members of the Manager, including the ESG Director.
Key roles and responsibilities
• Monitoring compliance with relevant asset-level local regulations and
global standards, delivery of ESG programmes and projects across funds
and progress on various ESG-related strategies.
Social & Wellbeing Sub-Committee of the
ESG Committee
• Chaired by Sophie Castle, Head of People Development of the Manager.
Comprises various members of the Manager, including the ESG Manager.
Key roles and responsibilities
• Considering and implementing approved initiatives to promote staff
wellbeing and engagement, and charitable events and activities in which
staff can participate.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
89
Division of Responsibilities continued
Board composition
The Board consists of seven Non-Executive Directors. We believe
that the Board is well balanced and possesses an appropriate
breadth of skills, backgrounds, experience and knowledge to ensure
it functions effectively. The Directors’ biographies on pages 74 and
75 explain what each of the Directors brings to the Board.
Director independence
The Board considers all the Non-Executive Directors to be independent,
taking into account the matters set out in Provision 13 of the AIC
Code. The Board also confirms that all the Non-Executive Directors
are independent of the Manager. The Chair was independent on
appointment, when assessed against Provision 13 of the AIC Code.
Director time commitments and re-election
All Non-Executive Directors are expected to devote sufficient time to
the Company’s affairs to fulfil their duties as Directors and to attend
all scheduled meetings of the Board and of the Committees on
which they serve. Where Non-Executive Directors are unable to
attend a meeting, they provide their comments on the Board papers
in advance of the meeting to the Chair, who shares this input with
the rest of the Board and the Manager. The Nomination Committee
is satisfied that all the Non-Executive Directors, including the Chair,
have sufficient time to meet their commitments.
The Board has adopted a Policy on Tenure and Re-election. In
accordance with the Policy and the requirements of the AIC Code,
the Directors will stand for re-election at the Company’s AGM on7
May 2026. See the Nomination Committee Report on pages 92 to
95 for more details.
Conflicts of interest
Each Non-Executive Director has a duty to avoid a situation in which
he or she has a direct or indirect interest that may conflict with the
interests of the Company. The Board may authorise any potential
conflicts, where appropriate, in accordance with the Articles of
Association. Where a potential conflict of interest arises, a Director
will declare their interest at the relevant Board meeting and will not
participate in the decision making in respect of the relevant business.
As required by the AIC Code, our Chair, Aubrey Adams, has no
relationships that could create a conflict of interest between his
interests and those of Shareholders.
Board meetings
During 2025, the Board held seven scheduled Board meetings, plus
15 further ad hoc Board meetings and two Board sub-Committee
meetings, which dealt with transactional and other specific events.
The Board meetings follow a formal agenda, which is approved by
the Chair and circulated by the Company Secretary in advance to
allNon-Executive Directors and other attendees. At each Board
meeting, every agenda item is considered against the Company’s
strategy, its Investment Objectives, its Investment Policy, section 172
of the Companies Act 2006 and the Directors’ duties. See page 83
for the typical contents of a Board agenda.
The Board is kept fully informed of potential investment or divestment
opportunities, along with wider property market intelligence, through
a comprehensive set of Board papers prepared by the Manager prior
to each meeting. This includes reports prepared by the Manager’s
Investment Committee for each acquisition, disposal, asset management
and development opportunity. Representatives of the Manager are
invited to attend Board meetings, as are representatives of the
Company’s other advisers as required.
Outside the Board meetings, the Manager shares recommendations
on investment opportunities and keeps the Non-Executive Directors
informed on the progress of transactions. The Board always has full
access to the management team and the Company Secretarial
team, to discuss any matters outside of formal meetings.
In addition, the Non-Executive Directors hold meetings without the
Manager and anyexternal attendees, to give them a forum to discuss
matters confidentially if needed. The Non-Executive Directors
increased the number of such planned meetings in 2025, which
wasan action identified in the 2024 Board evaluation (see page 94).
Attendance at Board and Committee meetings
The table below sets out the attendance at scheduled Board and Committee meetings during the year.
Aubrey
Adams
Elizabeth
Brown Wu Gang
Alastair
Hughes
Richard
Laing
Karen
Whitworth
1
Kirsty
Wilman
Board
2
7/7 7/7 7/7 7/7 7/7 7/7 7/7
Audit and Risk Committee
3, 4
N/A 7/7 7/7 N/A 7/7 7/7 7/7
Management Engagement Committee 3/3 3/3 3/3 3/3 3/3 2/3 3/3
Nomination Committee
5
2/2 N/A N/A 2/2 N/A 2/2 N/A
Strategy meeting 2/2 2/2 2/2 2/2 2/2 2/2 2/2
1. Karen Whitworth was unable to attend the January 2025 Management Engagement Committee meeting due to a prior professional commitment.
However,she provided her comments to the Committee Chair in advance of the meeting.
2. In addition to the seven scheduled Board meetings, there were also 15 ad hoc Board and two ad hoc Board Sub-Committee meetings during the year,
whichdealt with transactional and other specific events.
3. In addition to the seven scheduled Audit and Risk Committee meetings, there was also one ad hoc meeting where the Committee considered the risk
management framework and reporting under Provision 29, and the audit retender process.
4. In addition to the formal Committee meetings, in September 2025 members of the Audit and Risk Committee (and other Board members) convened and
threeaudit firms presented to the Committee as part of the selection process for the audit tender.
5. In addition to the formal Committee meetings, in October 2025 members of the Nomination Committee (and other Board members) convened and three
executive search agencies presented to the Committee as part of the agency selection process for the appointment of the new Chair.
Tritax Big Box REIT plc Annual Report 2025
90
Q: This was your first full year on the Board.
What are your main impressions of the last
12 months?
This was a tremendously busy year for the Directors, with the
acquisition of the Blackstone portfolio, the bid for Warehouse REIT plc
and the move into data centre development. We have also kept a
close eye on how the Manager’s own business is evolving, particularly
as Aberdeen Investments takes full ownership of the Manager over
thenext few years, so we are certain there are robust plans in place
for retaining and developing their talent and protecting the
Company’sinterests.
At every stage, we have had a robust debate about the right course
ofaction, both as a Board and with representatives of the Manager.
Ihave been impressed with how well the Board works together and
with the constructive and thoughtful way that the Manager’s senior
team responds to challenge from the Board. We are all very much
aligned on the importance of disciplined investment. The Company
has so many opportunities to grow, both internally and through
acquisitions such as the one we completed this year, and it is critical
that we allocate capital to the right opportunities. My background
inreal estate, finance and operations has been particularly useful in
forming my own views of the key issues we discussed this year,
andIthink as a Board we have a very good balance of experience
and perspectives.
Q: As an experienced executive, how have you
found the transition to a non-executive role?
I think in any organisation, one of the keys is to have clarity about
everyone’s roles and responsibilities. We have a clear delineation
between the Board and the Manager. While many of the Directors
have operational experience, and we pay a great deal of attention
tothe Company’s operational and financial performance, the
day-to-day running of the business is the Manager’s responsibility.
I am enjoying the opportunity to use my experience from a different
perspective, focusing on the key decisions and their outcomes
rather than the process of implementing them. The Board agenda
keeps our discussions focused on the most significant matters that
require our decision and oversight, and we also have time outside
the Board meetings to discuss strategy and other key topics.
Strong oversight requires us to be well informed and the open
relationship with the Manager keeps the Directors up to date, with
high-quality information. We also receive valuable support, external
views and challenge where needed from the Company’s advisers.
Training and development are also very important. As a non-
executive you must be able to ask the right questions, which means
having sufficient and broad knowledge to identify those questions.
The Company is very good at supporting our development needs,
and providing training sessions where a specific need is identified,
orwhere an update or new knowledge is needed or helpful.
Q: What are you looking forward to in the
year ahead?
I have no doubt the Company will continue to be highly active, given
the breadth of opportunities in front of us. The key opportunities
willbe making progress with the data centre developments and
continuing to extract the income growth that is inherent in the
business. This is a company with fantastic potential and the Board
will be focused on helping that come to fruition.
Q&A WITH
KIRSTY WILMAN
Appointed as a Non-Executive Director on
1September 2024
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
91
Nomination Committee Report
Dear Shareholders,
I am pleased to present the Nomination Committee Report for the
year ended 31 December 2025.
The Committee’s role is set out on page 89. We held two scheduled
meetings during the year.
Policy on tenure and succession planning
The Board has a Policy on Tenure and Re-election, which states that
no Director should remain in post beyond nine years from the date of
their first appointment to the Board. This period can be extended for
a limited time for example to facilitate effective succession planning
and/or the development of a diverse Board. Nevertheless, we remain
mindful of each Director’s circumstances and the AIC Code’s
requirement for the Board’s membership to be regularly refreshed,
and we plan for succession accordingly.
Other than me, the Non-Executive Directors have been on the Board
for periods ranging from 18 months to nearly eight years. We therefore
have a good balance of Directors with significant experience on the
Board of this Company and those who have been appointed more
recently providing alternative perspectives.
As I noted in my Governance Overview on page 72, September 2026
will be the ninth anniversary of my appointment to the Board.
Although the AIC Code gives investment companies flexibility on the
Chair’s tenure, it also requires us to have a policy on this matter and
we are aware that it is standard market practice for the Chair to hand
over after nine years. Committee member and Senior Independent
Director (“SID”) Karen Whitworth is therefore leading the process to
recruit my successor, in line with Provision 22 of the AIC Code.
Thishas included defining the role description, with input from the
other Non-Executive Directors, and conducting a tender process
toselect an executive recruitment agency. This resulted in the
appointment of People Advisory (“Teneo”), which has no other
connection with the Company or with individual Directors.
All Board members, led by the SID, and the Company’s CEO and
CFO are inthe process of conducting interviews with potential Chair
candidates, and an update on the process will be provided in
due course.
In addition to considering my succession, the Committee continued
to review the Board’s composition this year, including the Directors’
skills matrix, to ensure that the Board and its Committees maintain
the necessary skills to deliver the Company’s strategic priorities.
Weare satisfied that the composition of the Board, and the
Directors’ breadth of skills and experience, are appropriate. There
were therefore no changes to Board membership during the year.
Membership
Aubrey Adams, Chair
Alastair Hughes
Karen Whitworth
> For details of Committee attendance, please refer to
page90
Core activities in 2025:
• succession planning for the Chair;
• actions arising from the Board and Committee
evaluations;and
• proposing the re-election of the Non-Executive Directors
atthe 2025 AGM, which was held on 7 May 2025.
ENSURING THE BOARD HAS
THESKILLS, EXPERIENCE AND
DIVERSITY TO LEADTHE
COMPANY EFFECTIVELY
Aubrey Adams OBE, FCA, FRICS
Chair of the Nomination Committee
Tritax Big Box REIT plc Annual Report 2025
92
Directors’ re-election
We appoint Non-Executive Directors for an initial term of three years
and require all Directors to stand for re-election each year, in
accordance with Provision 23 of the AIC Code.
Before recommending re-elections to Shareholders, we evaluate
each Directors’ performance during the Board and Committee
effectiveness review. We also consider each Director’s:
• ongoing independence;
• their respective skills and experience; and
• their time commitment, including any other external appointments
they hold.
We believe that each Non-Executive Director has made a significant
contribution during the year and that they have demonstrated
theirability to commit sufficient time to the Company’s business.
Following the Committee’s advice, the Board will therefore
recommend the re-election of the Directors at the AGM on 7
May 2026.
Board diversity and inclusion
The Company complies in full with the diversity targets set out in
UKListing Rule 6.6.6 R(10), as shown in the tables on page 95.
TheCompany does not have any employees and the disclosures
donot therefore include data in relation to senior management.
The Committee regularly reviews the Company’s Diversity and
Inclusion Policy and monitors the Board’s diversity to maintain
compliance. We commit to diversity and inclusion with respect
toallprotected characteristics, including gender and cognitive
diversity, and encourage candidates from all education backgrounds
and walks of life. No candidate will face discrimination due to their
race, ethnicity, country of origin, nationality, cultural background,
gender or any other protected characteristic. We value professional
achievement and the ability to be a successful Non-Executive
Director, based on the individual’s skill set and experience. At the
same time, we will ensure that all future Board appointments
continue to be based on merit and are made against objective
selection criteria.
We do consider candidates’ qualifications when necessary,
forexample to ensure compliance with regulations in relation to
appointments to the Audit and Risk Committee. We consider
Richard Laing, Karen Whitworth, Wu Gang and Kirsty Wilman
tohave significant financial experience.
Directors’ fee review
During the year, the Nomination Committee considered the level of
fees of the Non-Executive Directors (including that of the Chair),
taking into account the next period of the Company’s evolution,
including expansion into the data centre space. The Committee
requested that the Manager conduct a fee benchmarking exercise,
and the recommendations were considered by the Board - details
can be found in the Remuneration Report on page 105.
Director training programme
To remain an effective Board, it is essential for the Directors to
keepabreast of regulatory and compliance changes. We therefore
agree a bespoke annual training programme for the Non-Executive
Directors, which is organised by the Company Secretary. Through
this, we receive regular training and updates from the Company’s
external service providers as well as the Company Secretary, the
Head of Research, the ESG Director, the Head of Risk and
Compliance and others.
During 2025, the Board received a training session from the
Manager on data centres. Ashurst LLP also provided refresher
training on Board responsibilities, which considered the differences
between an externally and internally managed structure. In the
second half of the year, the Board also received training from
Ashurst on aspects of the Economic Crime and Corporate
Transparency Act 2023 which came into force in 2025, and from
BNP Paribas on Debt Capital Markets.
In addition to the bespoke training programme, each Non-Executive
Director is expected to maintain their professional skills and identify
any training needs.
The Non-Executive Directors have access to the advice and
servicesof the Company Secretary. They are also entitled to
takeindependent advice at the Company’s reasonable expense
at any time.
Committee evaluation
The overall performance of the Nomination Committee was highly
rated, and was seen to be effective in succession planning and
Committee composition. Further information on the Board and
Committee effectiveness review can be found on the following page.
Priorities for 2026
A priority for the Committee for 2026 will continue to be succession
planning for the Board in general, and specifically the recruitment
ofa new Chair, ensuring a smooth transition process as I pass on
the stewardship of the Company to my successor.
Aubrey Adams OBE, FCA, FRICS
Chair of the Nomination Committee
26 February 2026
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
93
Update on the 2024 review
The 2024 externally facilitated evaluation identified the following priorities:
Priority Progress in 2025
Succession planning for the Chair and other
Non-Executive Directors in line with key timelines.
The Nomination Committee considered succession planning and, led by the
SID, began the process to recruit a successor to the Chair.
Regular reviews on strategy (in addition to the annual
strategy meeting).
The main Board strategy meeting continues to take place in the second half of
theyear, but there is also now a strategy review in the first half of the year
(following the AGM).
More Non-Executive Director-only meetings. These meetings now take place following each scheduled Board meeting.
Nomination Committee Report continued
Outcome of the review
Overall, the outcome of the 2025 Board and Committee
effectiveness review was very positive. The review reflected
consistently strong confidence across the Board and its
Committees. Responses indicate a well functioning governance
structure with high engagement, effective oversight, and strong
alignment on strategy, risk, and organisational purpose.
Where improvements were suggested, they are incrementally
centred around communication, timing, deeper succession
visibilityand process refinements.
Actions from the review
The Board met in February 2026 to discuss the results of the
review,and the following priorities were identified:
• Clarification around the data centre strategy;
• Greater visibility around succession planning, along with
increasing Board engagement in Chair selection; and
• Ensuring concise, earlier circulation of Board papers.
The evaluation of the Chair’s performance was also very positive.
Overall, the feedback reflected strongly positive views of the Chair’s
performance across all assessed areas, and confirmed that the
Board continues to maintain strong control and focus over business
objectives; provides a good balance of support and challenge to both
management and Non-Executive Directors; demonstrates excellent
understanding of the real estate market and has contributed
significantly to the Company’s success; brings valuable business
experience, especially to key strategic matters; and maintains an
excellent but independent relationship with management.
Board effectiveness review
Our policy is to carry out an annual effectiveness review of
theBoard and its Committees, individual Directors and key
representatives of the Manager. As a full, external review
wasconducted in 2024, this evaluation was internally
facilitatedfor 2025.
The main areas considered during the evaluation were: Strategy &
Purpose; Board Composition, Knowledge, Processes, Skills and
Succession; Communication; Shareholder Value; Wider Stakeholders;
Committee Reviews; Evaluation of the Chair; and Ongoing Projects.
The process for the review is illustrated below:
The Secretariat and the Chair discussed the
key focus and purpose of the evaluation
The Secretariat and the Chair agreed
the questions
Questions were uploaded into an online
platform by the Secretariat for completion
by the Board, as well as the CEO and the
CFO of the Company
Submissions were summarised by the
Secretariat into an initial report
Secretariat finalised a report of the review,
which was presented at a Board meeting in
February 2026
The initial report was shared with the Chair,
who then conducted one-to-one follow-up
meetings with each of the Board members,
the CEO and the CFO
Secretariat formulated some key actions for
the Board to monitor in 2026
A summary report of the review of the Chair
was shared with the SID, who discussed the
outcome with each Director and in a
one-to-one meeting with the Chair
Tritax Big Box REIT plc Annual Report 2025
94
Board diversity disclosures
The tables below show the Company’s continued compliance with the Board diversity targets in UK Listing Rule 6.6.6 R(10). As the Company
has no Executive Directors or other employees, the senior positions shown in the table are the Chair and the SID.
Board diversity targets
Objective Progress as at 31 December 2025
At least 40% of individuals on the Board to be female Objective met: Three of the seven Non-Executive Directors (43%) are female.
At least one of the senior positions on the Board to be
held by a female
Objective met: The Company considers the Chair and the SID to be the applicable
senior roles. The SID is female.
At least one individual on the Board to be from a
minority ethnic background (as defined by the Office for
National Statistics (“ONS”) excluding those listed by the
ONS as coming from a white ethnic background)
Objective met: One Non-Executive Director meets this requirement.
Table for reporting on gender identity or sex
Number of
Board
members
Percentage
of Board
Number of
senior
positions
Men 4 57% 1
Women 3 43% 1
Not specified/prefer not to say — 0% —
Table for reporting on ethnic background
Number of
Board
members
Percentage
of Board
Number of
senior
positions
White British or other white (including minority white groups) 6 86% 2
Mixed/multiple ethnic groups — 0% —
Asian/Asian British 1 14% —
Black/African/Caribbean/Black British — 0% —
Other ethnic group — 0% —
Not specified/prefer not to say — 0% —
How we collected the data
On appointment to the Board, all Directors are asked to complete a New Directors’ Questionnaire, which includes their diversity characteristics.
Maintaining Board diversity
Recognising what we have
The Nomination Committee continually
reviews the Directors’ skills matrix
ensuring that the Board and its
Committees maintain the necessary
skills to deliver the Company’s strategic
priorities. Whilst the Company has met
the UK Listing Rules requirements for
Board diversity as well as the
recommendations of the Parker Review
as at 31 December 2025, the Board
recognises the need to continually
monitor Board diversity. Accordingly,
theBoard continues to review its
Diversity and Inclusion Policy, as well
asits training and development
programme to ensure it maintains an
inclusive and well-balanced Board.
Identifying what we need
The Board places great emphasis on
ensuring that its own membership
reflects diversity in its broadest sense.
The Board used all reasonable
endeavours to comply with the UK
Listing Rule diversity targets. The
Company has included a statement in its
Annual Report (above), confirming that
diversity targets have been achieved.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
95
Audit, Risk and Internal Control
The Audit and Risk Committee reviewed the Company’s principal
and emerging risks on behalf of the Board, with a specific focus on
how a greater exposure to alternative real estate segments, such as
data centres or urban logistics impacts the Group, as described on
pages 98 to 101.
The Board and Audit and Risk Committee regularly review the Company’s
financial position and assess risks in relation to the Company’s business
model, future performance, liquidity and solvency, as well as any risks
relating to specific investments, clients or initiatives. To facilitate this,
the Manager produces reports, which include:
• the latest management accounts;
• the Company’s financial forecast;
• proposed and existing investment, asset management
anddevelopment initiatives;
• substantiation of any dividend payments; and
• a general update on the Company’s financial health.
The Company has retained Langham Hall UK Depositary LLP
(“Langham Hall”) in accordance with the requirements in AIFMD.
Itisresponsible for cash monitoring, asset verification and oversight
ofthe Company and theManager, including Tritax Big Box Holdings
Development Ltd (previously Tritax Symmetry Holdings Limited).
Langham Hall reports quarterly to the Board and the Manager.
The Manager also employs a Head of Risk and Compliance to
discharge the Manager’s obligations, pursuant to the AIFMD.
Risk management and internal controls review
The Company’s internal control and risk management systems and
processes are designed to identify, manage and mitigate the financial,
operational and regulatory risks that are inherent to the Company and
to safeguard the Company’s assets. These safeguards and systems
are designed to manage (rather than eliminate) the risk of failure to
achieve business objectives and can only provide reasonable, but not
absolute, assurance against material misstatement or loss.
The Board and the Manager have, together, reviewed all financial
performance and results notifications. Non-financial internal controls
include the systems of operational and compliance controls maintained
by the Company’s administrator, Waystone Fund Services (the
“Administrator”), and by the Manager in relation to the Company’s
business, as well as the management of key risks referred to in the
Strategic Report on pages 66 to 70.
The Board has contractually delegated responsibility for
administrative and accounting services to the Administrator and for
Company secretarial services to the Manager. These suppliers have
their own internal control systems relating to these matters, which
the Audit and Risk Committee review as part of the Company’s
Financial Position and Prospects Procedures (FPPP) document.
TheFPPP document was reviewed, updated and approved in
December 2025 as part of the annual review process.
The Company is managed externally by the Manager. The Manager
authorises all payments of Company funds in accordance with the
duties delegated to it by the IMA and the provisions of the AIFMD.
The Manager also operates within the Company’s Schedule of
Delegated Authorities, which further bolsters the internal controls
environment. The Manager instructs the Administrator to make duly
authorised payments and Langham Hall reviews each material
payment in relation to the specific test areas mentioned in the
reportoverleaf.
The Audit and Risk Committee considers that the internal controls
inplace and the depositary function undertaken by Langham Hall,
alongside the external audit, provides the appropriate rigour and
assurance over the management of Company funds. In addition,
theAdministrator produces an ISAE 3402 control report which has
been reviewed and reported on by the Adminstrator’s external
auditor, with the Company reviewing any findings. The 2025 review
did not raise any significant findings.
Internal control and risk assessment process
In accordance with the AIC Code, the Board has established a
continuing process for identifying, evaluating and managing the
risksthe Company faces and has reviewed the effectiveness of
theinternal control systems.
This includes reviewing reports from the auditor (details of which are
included in the Audit and Risk Committee Report), regular reports
from the Company Secretary (outlining corporate activity within the
Group and the Company’s compliance with the AIC Code) and
proposed future initiatives relating to the Company’s governance
and compliance framework. The Audit and Risk Committee also
receives quarterly compliance reports prepared by Langham Hall
and reviews the formal risk assessment conducted by the Audit
andRisk Committee and the Manager twice a year.
Furthermore, the Board actively considers investment opportunities,
asset management initiatives, debt and equity fundraisings and
other financial matters against the requirements of the Company’s
Investment Objectives and Investment Policy.
The Audit and Risk Committee also conducts a robust assessment
ofthe principal and emerging risks to the business model, future
performance, solvency and liquidity of the Company at least twice a
year and reports its findings to the Board. The Manager is asked to
analyse and report on the risks which the Company may encounter
on specific transactions including, for example, an adverse planning
decision regarding the development of an asset or a sudden change
in market conditions before the launch of an equity raise or debt issue.
The Board then considers each risk in turn, probing the Manager’s
assumptions and analysing whether the risk factors attributed to each
risk are fair and accurate, and the effect of any mitigating factors.
The Board also consider principal and emerging risks at each
strategy meeting and challenges the Manager to actively review
therisks it includes. Please see pages 66 to 70 for more details
onemerging and principal risks.
The Manager maintains a risk register, where perceived risks and
associated mitigations are recorded, along with discussions around
general risk appetite, and this is shared with the Board for approval.
The Manager also reports to the Board twice a year on the
Company’s longer-term viability, which includes financial sensitivities
and stress testing of the business, to ensure that the adoption of the
going concern basis and longer-term viability is appropriate.
Anti-bribery and corruption
The Board has a zero tolerance policy towards bribery and corruption
and is committed to carrying out business fairly, honestly and openly.
The Board is responsible for delivering robust and sustainable value to
Shareholders and wider stakeholders, by setting and working towards strategic
objectives. To do so, we undertake robust assessments of the risks the Company
faces and ensure controls and mitigations are in place to manage those risks.
TheCompany’s key risks are set out on pages 66 to 70 of the Strategic Report.
Tritax Big Box REIT plc Annual Report 2025
96
In considering the Bribery Act 2010, at the date of this report, the
Board had assessed the perceived risks to the Company arising
from bribery and corruption and identified aspects of the business
which may be improved to mitigate such risks. The Manager actively
reviews and monitors perceived risks. Responsibility for anti-bribery
and corruption has been assigned to the Head of Risk and Compliance
within the Manager, who reports to the Audit and Risk Committee
biannually on any compliance matters.
All employees of the Manager are required to undertake training to
prevent all types of financial crime, including bribery and corruption.
Modern slavery and human trafficking
The Board is committed to maintaining the highest ethical standards
and expects the same of the Company’s business partners. Modern
slavery is entirely incompatible with the Company’s ethics.
The Board and the Manager recognise that the real estate and
construction sectors rank highly for the risk of exploitation. The
Manager, on behalf of the Company, therefore maintains internal
controls and systems to manage, mitigate and prevent the risk
of modern slavery and human trafficking within our business and
supply chain. These include:
- during procurement, requesting details of suppliers’ modern
slavery policies and adherence, where applicable, with the Modern
Slavery Act 2015, including contractual obligations in new service
contracts to comply with this legislation and the Company’s policies
(specifically the Manager’s Supplier Code of Conduct and Human
Rights Policy);
• regularly requesting governance information from suppliers, to
enable ongoing monitoring;
• risk assessing new suppliers and conducting relevant due diligence;
• providing training to the Manager’s staff, so they can identify
signsof modern slavery and human trafficking and know what
actions to take;
• regular reviews by the Manager of current service providers
andsuppliers;
• on-site inspections by the Company’s property and asset
managers; and
• monthly reports from the Tritax Big Box Developments team
about activity on its sites, which include data on local labour
used,support and training, health and safety manager site visits,
the number of incidents and injury rate, ensuring contractors on
site are being paid fairly, and the average Considerate
Constructors score.
The Company publishes an annual Modern Slavery Statement,
which details the steps taken in the financial year to address and
combat the risks of modern slavery and human trafficking in the
Company’s business and supply chains, and the steps it intends to
take in the next financial year. The latest statement is available from
the Company’s website, with an updated version being published
before 30 June 2026, in line with the Modern Slavery Act 2015
reporting requirements.
The Board and the Manager also ensure that appropriate codes of
conduct and policies are in place and understood, both within the
organisation and by the Company’s business partners and service
providers. These codes and policies allow the Company to enforce
systems and standards to ensure that modern slavery and human
trafficking are not present in the Company’s supply chains.
Depositary statement
Established in 2013, Langham Hall UK Depositary LLP is an
FCA regulated firm that works in conjunction with the Manager
and the Company to act as depositary. Consisting exclusively
of qualified and trainee accountants and alternative specialists,
the entity represents net assets of US$140 billion and we
deploy our services to over 300 alternative investment funds
across various jurisdictions worldwide. Our role as depositary
primarily involves oversight of the control environment of the
Company, in line with the requirements of the AIFMD.
Our cash monitoring activity provides oversight of all the
Company-held bank accounts with specific testing of bank
transactions triggered by share issues, property income
distributions via dividend payments, acquisitions and third-party
financing. We review whether cash transactions are appropriately
authorised and timely. The objective of our asset verification
process is to perform a review of the legal title of all properties
held by the Company, and shareholding of special purpose
vehicles beneath the Company.
We test whether on an ongoing basis the Company is being
operated by the Manager in line with the Company’s prospectus,
and the internal control environment of the Manager. This
includes a review of the Company’s and Tritax Big Box
Developments’ decision papers and minutes. We work with
the Manager in discharging our duties, holding formal meetings
with senior staff on a quarterly basis, and submit quarterly
reports to the Manager and the Company, which are then
presented to the Board of Directors, setting out our work
performed and the corresponding findings for the period.
In the year ended 31 December 2025, our work included the
review four property income distributions, five investment
property acquisitions, and thirteen investment property
disposals. Based on the work performed during this period,
we confirm that no issues came to our attention to indicate
that controls are not operating appropriately.
Joe Hime
Head of UK
For and on behalf of Langham Hall UK Depositary LLP,
London, UK
26 February 2026
Langham Hall UK Depositary LLP is a limited liability
partnership registered in England and Wales
(with registered number OC388007).
The Manager monitors adherence with these codes and policies.
They include the Manager’s Supplier code of conduct and Human
Rights Policy. Copies are available from the ESG Policies and
Reports section of the Company’s website. The Manager also has
awide range of internal policies, including a Code of Conduct for
itsstaff and a Whistleblowing policy.
Based on the steps taken during the financial year, the Board and
the Manager consider that there is a low risk of modern slavery
andhuman trafficking within the Company’s supply chains.
Nevertheless, the Company will continue to monitor key areas
ofthebusiness and its supply chain.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
97
Audit and Risk Committee Report
Dear Shareholders,
I am pleased to present the Audit and Risk Committee Report for
the year ended 31 December 2025. The Committee’s role is set out
on page 88.
All Committee members are Non-Executive Directors and have no
connection to the Manager or the Auditor. The Committee believes
that its members have the right balance of skills and experience to
function effectively. I am a Fellow of the Institute of Chartered
Accountants in England and Wales, and have extensive, recent and
relevant experience gained as Finance Director of CDC Group plc
and De La Rue plc, as well as my other non-executive positions.
TheCommittee considers me, Karen Whitworth and Kirsty Wilman
to be financial industry experts, given our financial backgrounds.
Additionally, Wu Gang brings awealth of financial expertise from his
career in investment banking. As such, we consider 80% of the
Committee to have significant financial experience. Further details of
each Non-Executive Director’s experience can be found in the
biographies on pages 74 and 75.
During the year we met for seven scheduled meetings, aligned to the
Company’s financial reporting timetable, and one ad hoc meeting to
discuss the Company’s risk management framework and the auditor
retender process. In addition to the formal Committee meetings, in
September 2025, members of the Audit and Risk Committee (and
other Board members) convened and three audit firms presented to
the Committee as part of the selection process for the audit tender.
The Company Secretary and I ensure that the meetings allow enough
time to consider all important matters, and the Committee is satisfied
that it receives full information in a timely manner, to allow it to fulfil
its obligations.
In addition to the Committee members, our meetings are attended
by representatives of the Manager and the Company Secretary, as
well as the Company’s Chair when required. The Auditor attends
certain Committee meetings and we also meet the Auditor without
any representative of the Manager present. The Committee meets
the Company’s independent valuers, CBRE, Colliers and JLL,
aspart of the half year and year-end audit processes.
As the Committee Chair, I have had regular communications with
theCompany Secretary, the Company’s CFO and the Auditor.
Inaddition, the Committee has discussions throughout the year
outside of the formal Committee meetings.
Membership
Richard Laing, Chair
Karen Whitworth
Wu Gang
Elizabeth Brown
Kirsty Wilman
> For full details on Committee attendance, please refer to
page 90
Core activities in 2025:
• recommended to the Board that the Annual Report and Accounts for
2024, taken as whole, was fair, balanced and understandable and that
it provided the information necessary for Shareholders to assess the
Company’s position and performance, business model and strategy;
• reviewed the half year results for 2025 and recommended them to
the Board for approval;
• monitored the integrity of the Company’s financial statements and
any formal announcements relating to the Company’s financial
performance, and reviewed any significant financial reporting
judgements contained in them;
• reviewed the robustness of the Company’s internal financial
controls and the efficiency of the Company’s internal control and
risk management systems;
• progressed work to enhance the Company’s risk management
framework and ensure compliance with Provision 29 of the UK
Corporate Governance Code, which has been replicated in
Provision 34 of the AIC Corporate Governance Code, the primary
governance code adopted by the Company;
• assessed the quality, independence and objectivity of the annual
and half year property valuations prepared by the Company’s
independent valuers, and challenged their assumptions in preparing
the valuations, to gain assurance around the valuation process;
• reviewed and considered the basis of the Directors’ Viability and
Going Concern Statements;
• conducted an audit tender process and recommended that the
Board appoint Deloitte as the Company’s auditor, from the year
ending 31 December 2026; and
• reviewed and approved the Financial Position and Prospects
Procedures (“FPPP”) document.
Richard Laing FCA
Chair of the Audit and Risk Committee
CONTINUING TO ENHANCE RISK
MANAGEMENT IN PREPARATION FOR
REPORTING ON THE EFFECTIVENESS
OFMATERIAL CONTROLS
Tritax Big Box REIT plc Annual Report 2025
98
Audit process
Planning meeting
We meet with the Auditor and
the Manager before the
preparation of the half year
and annual results, to plan and
discuss the scope of the audit
or review as appropriate, and
challenge where necessary to
ensure the process is rigorous.
Scope
At these meetings, the Auditor
prepares a detailed audit or
review plan which we and the
Manager discuss and
question, to ensure that all
areas of the business are
appropriately reviewed and
that the materiality thresholds
are set at the appropriate level,
which varies depending on the
matter in question.
Challenge
We and the Auditor discuss its
views of significant risk areas
and why it considers them to
be risk areas. The Committee,
where appropriate, continues
to challenge and seek comfort
from the Auditor over those
areas which drive audit quality.
Ongoing review
We meet with the Auditor just
prior to the conclusion of the
review or audit to consider,
challenge and evaluate its
findings in depth.
Financial reporting
The Company has a well-established internal control and risk
management system, and robust processes for the preparation of
financial reports. The Committee receives reports from the Manager
and Auditor on changes to accounting policies, legislation and best
practice, and also areas of significant judgement by the Manager.
The Committee also pay particular attention to transactions which
they deem important, due to their size or complexity.
During the year, the Manager provided a variety of financial
information and reports to the Board and the Committee. These
included budgets, periodic reforecasting following acquisitions or
corporate activity, and reports on general compliance matters.
With respect to the integrity of financial reporting, the Committee:
• monitored the integrity of the financial information published in the
half year results and annual reports and considered whether
suitable and appropriate estimates and judgements had been
made in areas which could have a material impact on the financial
statements;
• considered the Manager’s processes to ensure that the Annual
Report is fair, balanced and understandable;
• assessed the quality of the annual and half year property
valuations prepared by the Company’s independent valuers and
challenged their assumptions in preparing the valuation;
• reviewed the robustness of the Company’s internal financial
controls and the efficiency of the Company’s internal control and
risk management systems;
• reviewed and considered the basis of the Viability and Going
Concern Statements made by the Directors; and
• reviewed and monitored the Company’s relationship with
itsAuditor.
Further information on each of these topics can be found in this
Committee Report.
Internal control and risk management
Effective risk management is a key component of long-term success
and the Board has clearly defined its appetite and tolerance for the
principal risks facing the Company. During the year, the Committee
reviewed each principal risk, to ensure it was being managed effectively
within these parameters and that the Board’s risk appetite and
tolerance remained appropriate for the size and complexity of the
business. These reviews included discussion of the key risk indicators
the Company uses to assess the level of each risk and its trend.
In addition to the Committee meetings, the Board held a separate
session on risk at its annual strategy day (see page 84). The Committee
considered whether all the risks identified during that session were
properly reflected in either the principal or emerging risks, and
confirmed that they had been considered.
At our December 2025 meeting, we noted that one principal risk –
the execution of the development business plan – had increased
since December 2024, reflecting the addition of data centre
developments to the Company’s strategy. However, there were
mitigations to data centre development risk, as the Company will not
build a data centre before it secures a pre-let with a client, and any
site where a data centre development is no longer viable could be
repurposed for logistics. The meeting also considered a range of
emerging risks, including the impact of technological advances on
the logistics and data centre sectors. These included the impact of
AI and robotics, and the growing need for power.
The Board welcomes the UK Corporate Governance Code’s focus
on strengthening risk management and internal control requirements
as contained in Provisions 29, which has been replicated in Provision
34 of the AIC Corporate Governance Code, and we made good
progress with preparing for corporate reporting and the Board
declaration in the 2026 Annual Report, to be published in 2027. To
assist us, the Committee engaged PwC to work on enhancing the
risk management framework. This has included mapping the
Company’s material risks and controls, starting with the Company’s
principal risks. This enabled the identification of level 2 risks, which
reflect specific components of the principal risks. Each level 2 risk
has been assigned an owner from the Manager’s team and the
material controls for level 2 risks have been determined.
We reviewed the output from the mapping exercise in detail at our
December 2025 meeting and provided feedback to support PwC
with developing it further. Compliance with Provision 29/Provision 34
will remain a priority for the Committee in 2026.
1.
2.
3.
4.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
99
Audit and Risk Committee Report continued
Significant accounting judgements,
estimatesand assumptions
We have expanded on the following matters, as we have determined
that they present some of the most significant risks of material
misstatement in the financial statements.
Valuation of property portfolio
We have separated the valuation appointments, with CBRE and JLL
valuing our investment assets, including the appointment of a
specialist CBRE data centre valuation team, and Colliers valuing our
development assets, both on a biannual basis. The Group’s portfolio
value was £7.89 billion on 31 December 2025 (compared to £6.54
billion on 31 December 2024).
For each six-month reporting period, the valuers produce a draft
valuation, which is subject to discussion, review and challenge. Specifically:
• the Manager meets the valuers to gain assurance of the
robustness of the valuation process and the valuation
methodology applied;
• the Auditor meets the valuers to discuss and, where necessary,
challenge the assumptions within the property valuations; and
• the Committee meets the valuers to discuss and challenge the
valuation and ensure it was conducted properly, independently
and could be fully supported.
Subject to reviewing and agreeing any subsequent changes, the
Committee also receives a copy of the property valuations for the
portfolio, once they have been reviewed by the Manager and after
the Auditor has met the valuers.
The Company appointed JLL as a valuer in November 2024,
inresponse to the valuer rotation policy introduced by the Royal
Institution of Chartered Surveyors (“RICS”), which prevents valuation
firms from valuing an asset for regulated purposes for more than
10consecutive years. JLL therefore values assets in the investment
portfolio that would have been valued by CBRE for over 10 years by
RICS’s April 2026 deadline. As further assets reach their 10-year
limit for valuation by CBRE, they will be transferred to JLL for
valuation. JLL’s valuations covered 27% of the investment portfolio
asat 30 June 2025 and 23% as at 31 December 2025.
During the year, the following valuers conducted the valuation:
• CBRE: Ben Thomas, George Chiverton, Matt Davies and Kris Engley.
• JLL: Kirsty Henderson, Rosanna Brown,and Stuart Smith.
• Colliers: Harry Flood and Jack Sutton.
As explained in note 17 to the financial statements, CBRE, JLL
andColliers independently valued the properties in accordance
withIAS
40 “Investment Property”. We have reviewed the underlying
assumptions
within the property valuations and discussed these
with the Manager and the valuers and have concluded that the
valuation is appropriate,
with a particular regard to the current
environment. The Board approved the JLL, CBRE and Colliers
valuations in respect of the interim valuations in August 2025, and
inrespect of the annual valuations in February 2026.
The Management Engagement Committee assesses the
performance of the valuers each year and has confirmed that their
performance has remained satisfactory.
Land options
The Company considers that land options do not meet the definition
of investment property. Under IFRS, land options are therefore classified
as a non-financial asset and measured at cost less provision for
impairment in the Group Statement of Financial Position. Within
EPRA NTA, land options are measured at fair value.
As at 31 December 2025, the Company recognised an impairment
of £29.1million. The majority of this impairment charge relates to a
single where, under a DCO process, the Secretary of State did not
grant planning consent to the scheme in its proposed form. We are
revising our plans for the site. The Committee was satisfied that the
level of impairment was appropriate. More information can be found
in note 18 to the financial statements.
Power connection agreements
During 2025, the Company acquired power connection agreements
in relation to data centre development sites. Their accounting treatment
requires judgement, to determine whether they should be accounted
for as part of the associated investment property or as an intangible
asset. The Manager has concluded that they should be accounted
for as part of the investment property because they are integral to
bringing specific sites into their intended use. The Committee has
considered the treatment and agreed that the Manager’s judgement
is appropriate and in line with industry practice.
Going Concern and Viability
The Committee challenged and reviewed the processes and controls
supporting the Going Concern and Viability Statements. We took
comfort from the level of scrutiny provided by both the Manager and
Akur, in its capacity as independent financial adviser to the Company.
As part of the process, Akur reviewed the Company’s management
accounts and robustly challenged the Manager’s assumptions
underpinning the forecasts of cash flows and compliance with debt
facility covenants. Representatives from Akur also attended the
Committee meeting in February 2026, to present its process for
assessing the Company’s long-term viability and give Committee
members a further opportunity to challenge its assessment.
The Committee also regularly reviews the Company’s ability to
continue to pay a progressive dividend. This financial information was
reviewed at both Committee and Board level across several meetings.
Fair, balanced and understandable
financialstatements
The production and audit of the Group’s Annual Report and Accounts
is a comprehensive process, requiring input from a number of
contributors. To reach a conclusion on whether the Annual Report is
fair, balanced and understandable, as required under the AIC Code,
the Board has requested that the Committee advise on whether it
considers that the Annual Report fulfils these requirements.
In outlining our advice, we have considered the following:
• the comprehensive documentation that outlines the controls
inplace for the production of the Annual Report, including the
verification processes to confirm the factual content;
• the detailed reviews undertaken at various stages of the
production process by the Manager, Administrator, Joint Financial
Advisers, Auditor and Committee, which are intended to ensure
consistency and overall balance;
• controls enforced by the Manager, Administrator and other
third-party service providers, to ensure complete and accurate
financial records and security of the Company’s assets;
• the satisfactory ISAE 3402 control report produced by the
Administrator for the period to 30 September 2025, which has
been reviewed and reported upon by the Administrator’s external
auditor, to verify the effectiveness of the Administrator’s internal
controls; and
• a letter provided by the Administrator that there have been no changes
to its control environment since 30 September 2025 and that all
internal controls in place at the time of the last review remain active.
As a result of the work performed, we have concluded and reported
to the Board that the Annual Report and Accounts for the year
ended 31 December 2025, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
Shareholders to assess the Company’s position, performance,
business model and strategy.
Tritax Big Box REIT plc Annual Report 2025
100
Task Force on Climate-related Financial
Disclosures (“TCFD”)
We continued to review the Company’s TCFD disclosures, to ensure
they are both comprehensive and concise, and therefore as useful
as possible to Shareholders and other stakeholders. This has
resulted in further enhancements to our TCFD report, which can be
found on pages 57 to 61. CBRE’s ESG Consulting Group continues
to assist with our TCFD reporting.
ESEF
The Company’s consolidated financial statements have been
prepared in a digital format under the European Single Format
regulatory standard.
Internal audit
The Company does not have an internal audit function and, following
an internal risk review, we do not consider it necessary to have one.
The Committee did not engage any separate internal audit work
during 2025. The Committee will continue to review this position
in2026 and will seek internal audit services if required.
External audit
BDO was appointed as the Company’s Auditor in 2014 and
reappointed following a retender in 2017. The Company has
therefore continued to comply with the Competition and Markets
Authority’s Order, which requires FTSE 350 companies to retender
their audit services at least every 10 years. Noting that the audit for
the year ending 31 December 2026 would be the last BDO could
perform before a retender, the Committee determined that it should
conduct a competitive tender ahead of this schedule.
In line with best practice, the full Committee was involved in a tender
process which took place in H2 2025. The Manager approached leading
audit firms on the Company’s
behalf and we received proposals from
BDO, Deloitte, EY and KPMG. Having reviewed the proposals we
held initial meetings with each firm, and invited BDO, Deloitte and EY
to participate in the final selection stage, involving presentations to the
Committee. Based on a thorough assessment of the tender
documentation, presentations, and a question and answer session,
the Committee recommend the appointment of Deloitte, which the
Board approved at its October 2025 meeting. Subject to Shareholder
approval at the AGM in May 2026, Deloitte’s appointment will be
effective for the year ending 31 December 2026.
BDO has continued as Auditor for the 2025 year end and on behalf
of the Committee, I want to thank BDO for its services and support
over the years. The Committee met key members of the audit team
over the course of the year and BDO has formally confirmed its
independence as part of the reporting process. We consider that the
audit team assigned to the Company by BDO has a good understanding
of the Company’s business, which enables it to produce a detailed,
high-quality, in-depth audit and permits the team to scrutinise and
challenge the Company’s financial procedures and significant judgements.
As part of our oversight role, we ask the Auditor to explain the key
audit risks and how these have been addressed. We considered
BDO’s internal quality control procedures and transparency report
and discussed the results of BDO’s FRC Audit Quality Report, with
focus on any onward impact of the FRC’s findings on the quality of
BDO’s audit of the Company. We found BDO’s responses to be
sufficient. Overall, the Committee remains satisfied that the audit
process is transparent and of good quality and that the Auditor has
met the agreed audit plan.
We continue to believe that, in some circumstances, the Auditor’s
understanding of the Company’s business can be beneficial to the
efficiency and effectiveness of advisory work. For this reason, we have
continued to engage BDO as reporting accountants on the Company’s
issues of equity and debt capital in the normal course of business. To
help safeguard the Auditor’s objectivity and independence, we operate
Ratio of audit to non-audit services
Non-audit 17%
Audit 83%
a Non-Audit Services Policy. This sets out which services the Auditor is
prohibited from providing, and which are permitted but require
Committee approval above a certain threshold.
The Company paid £234,000 in fees to the Auditor for non-audit
services during 2025. These fees are set out in the table below.
Work undertaken
Rationale for using
the external Auditor
Fee
£
Half year review Work is normally performed by
an external auditor
79,000
Agreed Upon
Procedures on
Adjusted NAV
Extension of audit procedures 15,000
Reporting Accountant Advisory role for corporate
acquisitions
140,000
Total 234,000
The ratio of audit to non-audit services received in the year was 17%
(2024: 26%). The Committee periodically monitors the ratio to ensure
that any fees for permissible non-audit services do not exceed 70%
of the average audit fees paid in the last three years.
Committee evaluation
We carried out an internal Board effectiveness review during the
year. The overall performance of the Audit and Risk Committee was
very highly rated, with strong performance across risk management,
compliance, and auditor oversight. In particular, the external auditor
tender process was seen as highly effective. The Committee is
considered to be effective and well managed, with the right balance
of expertise and experience.
Priorities for 2026
The Committee will continue to focus on enhancing the Company’s
risk management and internal control framework and reviewing
material controls in preparation for the Provision 34 reporting
requirements. The Committee will also oversee the transition to
Deloitte as the Company’s new Auditor and ensure it is well
prepared ahead of the 2026 year-end audit.
Richard Laing FCA
Chair of the Audit and Risk Committee
26 February 2026
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
101
Management Engagement Committee Report
Dear Shareholders,
I am pleased to present the Management Engagement Committee
Report for 2025. The Committee’s role is set out on page 89.
During the year, the Committee held three scheduled meetings,
whichfocused on:
• the performance of the Manager;
• succession planning for key roles within the Manager, both in the
short and long term; and
• the performance of the Company’s key suppliers.
The Manager’s performance
The Board has delegated day-to-day running of the Company to the
Manager, whose key responsibilities are described in the Division of
Responsibilities section on page 88 and in the AIFM Directive
section on page 104.
The relationship between the Company and the Manager is
governed bythe Investment Management Agreement (“IMA”)
(seebelow) and aservice level agreement (“SLA”), which includes
key performance indicators (“KPIs”). To ensure open and regular
communication between the Manager and the Board, key
representatives of the Manager are invited to attend all Board
meetings, to update the Board on portfolio activity, market
conditions, financial performance and progress with the
Company’sstrategy.
During the year, the Committee conducted a thorough review of the
Manager’s performance, to ensure that it remained in line with the
IMA and the KPIs outlined in the SLA. The Committee concluded
that the Manager continued to perform well and no concerns
were raised.
The Manager’s culture and
organisational structure
The Committee also reviews the Manager’s culture and organisational
structure. The Manager has an entrepreneurial culture and agile approach,
which supports the exploration of new ideas and opportunities, such
as the expansion of the strategy into data centres in 2025. The Manager
continues to invest in recruiting specialist people to support this
approach, as well as expanding core functions such as the asset
management team, ensuring the Company is well served.
On 29 October 2025, the Manager announced that Aberdeen
Investments intended to increase its current 60% ownership of
theManager. This will rise to 80% in April 2026 and 100% in 2029.
Ahead of this announcement, the Committee and the Board spent
time considering the potential impact on key roles within the Manager,
and ensuring we understand the Manager’s succession planning.
Asthe Chair notes in his Governance Overview, the continuity of
theBig Box leadership team has been confirmed until at least 2029.
The Committee will continue to receive regular updates on the Manager’s
succession planning, with the Board reviewing these plans.
Elizabeth Brown
Chair of the Management Engagement Committee
Membership
Elizabeth Brown, Chair
Aubrey Adams
Wu Gang
Alastair Hughes
Richard Laing
Karen Whitworth
Kirsty Wilman
> For details of Committee attendance, please refer to
page90
Core activities in 2025:
• reviewed the Manager’s succession planning;
• reviewed the Manager’s performance; and
• reviewed the Company’s key suppliers and
theirperformance.
ENSURING THE COMPANY RECEIVES
HIGH-QUALITY SERVICES AND
GOOD VALUE FOR MONEY FROM
THE MANAGER AND KEY SUPPLIERS
Tritax Big Box REIT plc Annual Report 2025
102
Investment Management Agreement
The current IMA was approved by Shareholders on 4 May 2022
andit continues on a rolling basis, with either party having the right
to terminate by giving at least 24 months’ notice. The 2022 IMA
reduced costs for the Company and ensures the Manager has the
right skills and resources to deliver returns to Shareholders over the
long term.
Conflict management
The IMA contains robust conflict provisions. Specifically:
• The Manager is not permitted in any circumstance to manage
another fund with an investment strategy exclusively focused
onUK distribution or logistics assets of more than 300,000 sq ft.
• The Manager is permitted to acquire and manage UK distribution
or logistics assets of less than 300,000 sq ft on behalf of other
funds, provided any assets which may be of interest to the
Company are offered to the Company before the Manager’s
otherfunds.
The Manager has an Investment Allocation Policy, which aims to
ensure fair allocation of assets between the funds it manages and
sets out the mechanism the Manager must apply to identify actual
orpotential conflicts. The Manager reviews this policy annually,
withthe last review having taken place in September 2025.
In January 2025, the Manager granted the Company a right of first
refusal in respect of data centre assets and sites sourced by the
Manager that are suitable for data centre developments. The Company
and the Manager also adopted a new Governance and Conflicts
Framework. This sets out procedures and controls to ensure that
any transactions between the Manager and the Company relating
topotential data centre development assets are conducted on an
arm’s length basis, as far as practicable.
Investment Management fee
Under the IMA, the Manager is entitled to a management fee for
itsservices. This is payable in cash each quarter in arrears and is
calculated as a percentage of the Company’s EPRA Net Tangible
Assets (“EPRA NTA”), excluding cash or cash equivalents. If the
Group buys or sells any assets after the date at which the EPRA NTA
is calculated, the EPRA NTA is adjusted pro rata for the net purchase
or sale price, including capital commitments but less any third-party
debt drawn or repaid, while remaining capped at EPRA NTA.
From 1 July 2022, the management fee has calculated as set
out below:
EPRA NTA value
Relevant
percentage
Up to and including £2 billion 0.7%
Above £2 billion and up to and including £3 billion 0.6%
Above £3 billion and up to and including £3.5 billion 0.5%
Above £3.5 billion 0.4%
Management Shares
During specified periods after publication of the Company’s annual
and half-year results, the members of the Manager are obliged to
use 25% of the management fee (net of any VAT, personal tax
liabilities and dealing costs, including stamp duty or stamp duty
reserve tax) (the “net cash amount”) to acquire Management Shares.
Where the EPRA NTA is:
• Below the prevailing share price, new Ordinary Shares will be
issued at a price equivalent to the prevailing EPRA NTA per share,
adjusted for any dividend declared after the EPRA NTA per share
is announced, if the new shares do not qualify to receive this dividend.
• Above the prevailing share price, the Company’s Broker will be
instructed to acquire shares in the market for those persons,
tothe value as near as possible equal to the net cash amount.
The Management Shares may be allocated to any of the Manager’s
Partners. The Manager’s employees are also eligible to receive
shares, at the Manager’s discretion.
During 2025, the Manager acquired the following
Management Shares:
• On 28 February 2025, the Manager purchased 1,780,360
Ordinary Shares in the market which were allocated to the
Manager’s Partners, its staff and abrdn Holdings Limited in
respect of the net
cash amount, relating to the six-month period to
31 December 2024
. The purchase price was 146.55 pence per
Ordinary Share.
• On 6 August 2025, the Manager purchased 1,817,423 Ordinary
Shares in the market, which were allocated to the Manager’s
Partners, its staff and abrdn Holdings Limited in respect of the
netcash amount, relating to the six-month period to 30 June 2025.
The purchase price was 143.94 pence per Ordinary Share.
As at 31 December 2025 and as at the date of this report, the
Manager’s Partners and staff had the following beneficial interests:
Person Discharging Managerial Responsibility
or persons closely associated (“PCAs”)
Number of
Ordinary
Shares held
Percentage of
issued share
capital as at
26 February 2026
Colin Godfrey
1
2,238,044 0.0828%
James Dunlop 3,238,483 0.1198%
Henry Franklin 2,385,145 0.0883%
Bjorn Hobart 501,986 0.0186%
Petrina Austin 447,388 0.0166%
Frankie Whitehead 282,746 0.0105%
Tritax Management LLP 95,275 0.0035%
Staff of Tritax Management LLP
2
1,389,750 0.0514%
abrdn Holdings Limited
3
8,957,941 0.3315%
Total 19,536,758 0.7229%
1. The change in Colin Godfrey’s shareholding against the RNS
announcement made by the Company on 7 August 2025 is due to a
change in his PCAs (and not due to trading activity).
2. The figure comprises Ordinary Shares issued to staff of Tritax Management
LLP under the terms of the IMA and at IPO, and does not include other
shares that may have otherwise been acquired by staff.
3. The figure comprises Ordinary Shares issued to abrdn Holdings Limited
under the terms of the IMA and it does not include other shares that may
otherwise have been acquired by abrdn Holdings Limited.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
103
Management Engagement Committee Report continued
Development Management Agreement
On 21 January 2025, the Company announced that it had entered
into a Development Management Agreement (“DMA”) with the
Manager for the Manor Farm date centre site. As development
manager, the Manager’s obligations include pursuing planning,
overseeing construction, lining up a data centre client pre-let and
overseeing technical aspects of the Company’s role in its joint
venture at the Manor Farm site.
Under the DMA, the Manager is entitled to:
• a one-off £6.1 million payment in consideration for the Manager’s
50% share of the JV, including a first right of refusal for the
Company on the Manager’s data centre pipeline, as described
above and on page 142;
• a development management fee of 3.5% of development costs,
contingent on planning permission;
• a fee of 1.5% of estimated development costs, payable on
securing planning and a pre-let for a data centre to the
Company’s satisfaction; and
• a profit share of 17.5% of development profits, contingent upon
delivery of a practically completed and let data centre.
The Manager is required to apply 50% of the profit share amount
(net of any VAT, stamp duty and other tax liabilities) to subscribe for
or acquire shares in the Company, depending on whether the
Company’s shares are trading at a premium or discount to its EPRA
NTA per share. As at the date of this report, no amounts were
payable pursuant to the profit share amounts.
AIFM Directive
The Manager is authorised and regulated by the Financial Conduct
Authority as an Alternative Investment Fund Manager and must
comply with the AIFMD.
As such:
• the Manager provides all relevant investment management and
advisory services to the Company, including regulated activities;
• the Manager is responsible for making investment and divestment
decisions in respect of the Company’s assets, as part of its
regulatory responsibility for the Company’s overall portfolio and
risk management; and
• the Board reviews all of the Manager’s investment and divestment
decisions, development activity and asset management, and
remains responsible for ensuring that these decisions are in
accordance with the Company’s Investment Policy and Objectives.
AIFM remuneration policy applied by
the Manager
As a full scope AIFM, the Manager must apply a remuneration policy
in line with its business strategy, objectives, values and interests, as
well as those of the Alternative Investment Funds (“AIFs”) it manages
or its investors. The policy must include measures to avoid conflicts
of interest. This ensures that the Partners have a vested interest in
ensuring the Manager remains financially sound.
As described on page 103, the annual fee paid by the Company is
based on a percentage of its EPRA NTA and the Manager’s Partners
are required to apply 25% of that fee (net of tax and certain other
costs) to acquire Management Shares. Management Shares are
subject to a 12-month lock-in period. This aligns the interests of the
Manager and its Partners with the strategy and interests of the
Company and its Shareholders. The Manager and its Partners
allocate a proportion of the Management Shares to members of
staff, in adherence with the general guidance of the AIFM
Remuneration Code.
The partners of the Manager meet at least twice a year to discuss
the remuneration of its entire staff. Staff are remunerated in
accordance with their seniority, expertise, professional qualifications,
responsibilities and performance. They are paid salaries in line with
market rates and, in profitable years, awarded a discretionary bonus
from a bonus pool worth, in aggregate, at least 5% of the Manager’s
profits. The discretionary bonus may consist of cash or Ordinary
Shares in the Company, allocated to certain members of staff out of
the Management Shares. This means that staff remuneration is
predominantly fixed and the variable element is determined by the
Manager’s overall profitability, rather than the performance of a
particular AIF. Where relevant, the proportion of variable
remuneration adheres to the requirements set out in the AIFM
Remuneration Code.
The Manager’s Partners are entitled to their partnership share of its
profits and losses. During the year and as at 31 December 2025,
none of the Partners were entitled to additional partnership drawings
that depended on the performance of any AIFs managed by the
partnership. The Partner’s remuneration for the year ended 31
December 2025 therefore depended on the Manager’s overall
profitability, rather than the performance of any AIFs.
Suppliers
The Manager prepared a Key Supplier Review report. Following a
detailed review and discussion, we agreed with the Manager that the
performance of the Company’s current service providers for the past
year continued to be satisfactory, whilst demonstrating good value
for money. The Committee and the Manager will continue to review
the performance of key suppliers in 2026.
Committee evaluation
We carried out an internal Board effectiveness review during the
year. The overall performance of the Management Engagement
Committee was highly rated, and in particular was seen to be highly
effective in evaluating the Manager’s performance.
Priorities for 2026
The Committee will focus on the review and performance of the
Manager and its key suppliers, along with ensuring appropriate
succession planning is in place within the Manager.
Elizabeth Brown
Chair of the Management Engagement Committee
26 February 2026
Tritax Big Box REIT plc Annual Report 2025
104
Directors’ Remuneration Report
Annual statement
The Company only has Independent Non-Executive Directors and therefore does not consider it necessary to establish a separate Remuneration
Committee. The Directors’ remuneration is disclosed below. The Remuneration Report will be presented at the AGM on 7 May 2026 for
Shareholder consideration and approval.
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was last approved by the Company’s Shareholders at the AGM on 1 May 2024.
The Company’s policy is to determine the level of Directors’ fees with regard to those payable to non-executive directors of comparable REITs
and the time each Director dedicates to the Company’s affairs.
The Independent Non-Executive Directors are entitled to their annual fee and reasonable expenses. No element of the Independent Non-
Executive Directors’ remuneration is performance related, nor does any Independent Non-Executive Director have any entitlement to
pensions, share options or any Long Term Incentive Plans from the Company. Under the Company’s Articles of Association, all Independent
Non-Executive Directors are entitled to the remuneration determined from time to time by the Board. There were no revisions to the policy
during the period.
Directors’ fees benchmarking
In line with best governance practice, the Board requested that the Manager conduct a fee benchmarking exercise.
The exercise was facilitated by the Company Secretary and it compared the Company with its peer group and additional FTSE 250
companies, reviewing comparative data on the remuneration market for non-executive directors specifically within the REIT sector and also
other real estate FTSE 250 listed companies (both internally and externally managed) by market capitalisation.
As a result, the Nomination Committee recommended to the Board and the Board (without the Chair present when addressing his own fee)
agreed that the Chair’s and Non-Executive Directors’ base fee should each increase by 3%. Additionally, it was agreed that an increase in the
Senior Independent Director fee from £5,500 to £10,000 and in the Audit and Risk Committee Chair fee from £11,000 to £15,000 was
warranted, not only to bring the level of fees in line with those of the Company’s peers and comparator group, but also taking into
consideration the time, complexity and level of responsibility required for each of the Directors to fulfil their roles on the Board of the Company
as its strategy continues to evolve to include a portfolio of greater scale and complexity. All fee increases set out above were effective from 1
July 2025.
Based upon the above changes, the fees payable during the year ended 31 December 2025 are set out in the table below.
Role
Fee as at
1 January 2025
£
Fee as at
1 July 2025
£ Change in fee
Chair’s fee 145,000 149,400 3%
Base fee for Independent Non-Executive Director 59,500 61,300 3%
Additional fee:
– Senior Independent Director 5,500 10,000 82%
– Committee Chair: Audit and Risk Committee 11,000 15,000 36%
– Committee Chair: Management Engagement Committee 5,500 5,500 0%
Annual Report on Remuneration (audited)
The fees paid to the past and current Independent Non-Executive Directors in the year to 31 December 2025, which have been audited, are
set out below. In addition, each Independent Non-Executive Director is entitled to recover all reasonable expenses incurred in connection with
performing his or her duties as a Director. Directors’ expenses for the year to 31 December 2025 totalled £1,458 (2024: £444). No other
remuneration was paid or payable during the year to any Director. There have been no payments to past Directors or for loss of office.
Annual fee
Expenses
Total fixed remuneration
Director
For year
ended
31 December 2025
1
£
For year
ended
31 December 2024
£
For year
ended
31 December 2025
£
For year
ended
31 December 2024
£
For year
ended
31 December 2025
£
For year
ended
31 December 2024
£
Aubrey Adams 147,200 135,500 766 — 147,966 135,500
Elizabeth Brown 65,900 63,475 — — 65,900 63,475
Wu Gang 60,400 58,100 67 23 60,467 58,123
Alastair Hughes 60,400 58,100 — — 60,400 58,100
Richard Laing
2
73,400 68,850 625 421 74,025 69,271
Karen Whitworth
3
68,150 63,475 — — 68,150 63,475
Kirsty Wilman
4
60,400 19,833 — — 60,400 19,833
1. The Chair’s fee and Independent Non-Executive Director base fee were increased by 3% with effect from 1 July 2025.
2. The fee for the Chair of the Audit & Risk Committee increased from £11,000 to £15,000 with effect from 1 July 2025.
3. The fee for the Senior Independent Director increased from £5,500 to £10,000 with effect from 1 July 2025.
4. Kirsty Wilman was appointed as an Independent Non-Executive Director on 1 September 2024. For the year ended 31 December 2024, her fee was pro-rated
for the four months that she served as a Director during that year.
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
105
Directors’ Remuneration Report continued
Annual change in remuneration
The table below illustrates the year-on-year percentage change in remuneration for the Independent Non-Executive Directors.
2021 2022 * 2023
+
2024
#
2025
Aubrey Adams 118%
1
0% 3% 10% 3.0%
Elizabeth Brown — 18%
2
11% 5% 2.8%
Wu Gang — 8% 3% 5% 3.0%
Alastair Hughes 10%
3
-2%
3
3% 5% 3.0%
Richard Laing 0% 7% 3% 5% 8.2%
Karen Whitworth 10%
4
7%
4
3% 5% 9.7%
Kirsty Wilman — — — — 3.0%
* The Independent Non-Executive Director base fee level was increased with effect from 1 January 2022 from £50,000 to £54,000 per annum.
+ The Independent Non-Executive Director base fee, the Chair’s fee, the SID fee and the fees for the roles of the Chair of the Audit & Risk Committee and the
Management Executive Committee increased by 5% with effect from 1 July 2023.
# The Independent Non-Executive Director base fee and additional fees increased by 5% and the Chair’s fee increased by 15% with effect from 1 July 2024.
^ The Chair’s fee and the Independent Non-Executive Director base fee increased by 3%, and the fees for the roles of the SID and the Chair of the Audit & Risk
Committee increased by 82% and 36% respectively, all with effect from 1 July 2025.
1. Aubrey Adams was appointed Chair effective 5 May 2021.
2. Elizabeth Brown was appointed Chair of the Management Engagement Committee effective 4 November 2022.
3. Alastair Hughes was appointed Senior Independent Director from 5 May 2021 to 4 November 2022.
4. Karen Whitworth was appointed Chair of the Management Engagement Committee from 1 October 2021 to 4 November 2022, then Senior Independent
Director effective 4 November 2022.
Each Independent Non-Executive Director has been appointed pursuant to a Letter of Appointment. All Independent Non-Executive Directors
are appointed for a three-year term, subject to annual re-election at the Company’s AGM. No Director has a service contract with the Company,
nor are any such contracts proposed. The Directors’ appointments can be terminated in accordance with the notice provisions and the Articles
of Association and, in certain circumstances, without compensation. The terms of appointment of the Directors are set out in the below table.
Director Letter of appointment dated
Expected and actual
date of expiry
Unexpired term as at
31 December 2025 Notice period
Aubrey Adams
2
11 September 2017 11 September 2027 21 months 3 months
11 September 2019
11 September 2021
11 September 2024
Elizabeth Brown 15 December 2021 15 December 2027 23 months 3 months
15 December 2024
Wu Gang 1 October 2021 1 October 2027 21 months 3 months
1 October 2024
Alastair Hughes
1, 2
1 February 2019 1 February 2029 1 month
1
3 months
1 February 2021
1 February 2023
1 February 2026
Richard Laing
2
16 May 2018 16 May 2028 29 months 3 months
16 May 2020
4 May 2022
7 May 2025
Karen Whitworth 21 October 2019 21 October 2027 22 months 3 months
21 October 2021
21 October 2024
Kirsty Wilman 1 September 2024 1 September 2027 20 months 3 months
1. As at 31 December 2025, there was one month remaining on the Letter of Appointment dated 1 February 2023 to Alastair Hughes. The term was extended
on1 February 2026 for a further three years to 1 February 2029.
2. In accordance with the Company’s Board Tenure and Re-election Policy, the Board remains mindful of the nine year limit for Directors. Whilst the Board will
take all measures to ensure that the nine-year term is not exceeded, it has retained flexibility with the extension of the terms for Aubrey Adams, Alastair Hughes
andRichard Laing in order to facilitate effective succession planning and to ensure a smooth transition with their respective successors.
External advisers
The Board and its Committees have access to sufficient resources to discharge their duties.
Statement of consideration of Shareholder views
The Company is committed to ongoing Shareholder dialogue and takes an active interest in voting outcomes. If there are substantial votes
against any resolutions, the Company will consult with Shareholders in order to understand the reasons for any such vote. The Company will
provide an update on the views received from Shareholders no later than six months after the meeting and any resulting action will be detailed
in the next Annual Report. Ordinary resolutions require a simple majority of 50% and special resolutions require 75% to be passed.
Tritax Big Box REIT plc Annual Report 2025
106
Directors’ shareholdings (audited)
There is no requirement for the Independent Non-Executive Directors of the Company to own shares in the Company. As at 31 December
2025 and as at the date of this report, the Directors and their persons closely associated held the shareholdings listed below.
Director
1
Number of
shares
held
Percentage
of issued
share capital
Dividends
received
31 December
2025
£
Aubrey Adams 300,000 0.011% 23,790
Elizabeth Brown 20,382 0.001% 1,616
Wu Gang 8,600 0.0003% 682
Alastair Hughes 76,783 0.003% 6,089
Richard Laing 78,610 0.003% 6,234
Karen Whitworth 60,498 0.002% 4,797
Kirsty Wilman — — —
1. Includes shareholdings of Directors and persons closely associated (as defined by the UK Market Abuse Regulation).
The shareholdings of the Independent Non-Executive Directors are not significant and, therefore, do not compromise their independence.
Relative importance on spend on pay (audited)
Director
2025
£m
2024
£m
Change
%
Directors’ remuneration 0.6 0.5 20%
Investment management fees 27.2 24.6 11%
Dividends paid to Shareholders 200.9 174.9 15%
Other items
The Company maintains Directors’ and Officers’ liability insurance cover, at its expense, on the Directors’ behalf.
As the Company does not have any employees, the Company is not required to produce pay ratio tables.
Aubrey Adams OBE, FCA, FRICS
Independent Chair
26 February 2026
The Directors’ Remuneration Policy and the Directors’ Remuneration Report were approved by Shareholders at the Company’s AGM held on
1 May 2024 and 7 May 2025 respectively. The voting on the respective resolutions was as shown below:
Resolution For % * Against % Votes withheld
Directors’ Remuneration Policy 99.97% 0.03% 19,084,621
Directors’ Remuneration Report 99.89% 0.11% 12,037,967
* Including votes in favour and discretion.
Total Shareholder Return
The graph below shows the Total Shareholder Return (as required by Company Law) of the Company’s Ordinary Shares relative to a return on
a hypothetical holding over the same period in the FTSE 250 and the FTSE All-Share REIT Index.
Total Shareholder Return is the measure of returns provided by a company to Shareholders reflecting share price movements and assuming
reinvestment of dividends.
Pence
25
20
15
10
5
0
(5)
(10)
(15)
Tritax Big Box REIT PLC FTSE 250 FTSE All-Share/Real Estate Investment Trusts
Jan 25 Feb 25 Mar 25 Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
107
Directors’ Report
Introduction
The Directors are pleased to present the Annual Report, including
the Company’s audited financial statements as at, and for the year
ended, 31 December 2025.
The Directors’ Report and the Strategic Report comprise the
“Management Report” for the purposes of Disclosure Guidance and
Transparency Rule 4.1.5R and Rule 4.1.8R.
Statutory information contained elsewhere in
the Annual Report
Information required to be part of this Directors’ Report can be
found elsewhere in the Annual Report and Accounts and is
incorporated into this report by reference, as indicated in the
relevant section.
Incorporation by reference
The Corporate Governance Report (pages 72 to 110 of this Annual Report and Accounts for the year ended 31 December 2025) is incorporated
by reference into this Directors’ Report.
Financial results and dividends
The financial results for the year can be found in the Group Statement of Comprehensive Income on page 118.
The following interim dividends amounting to, in aggregate, 8.00 pence per share were declared in respect of the year ended 31 December 2025:
Period covered by interim dividend Date declared
Dividend payable
(pence per share) Dividend record date Dividend payment date
1 January 2025 to 31 March 2025 8 May 2025 1.915 23 May 2025 13 June 2025
1 April 2025 to 30 June 2025 6 August 2025 1.915 15 August 2025 5 September 2025
1 July 2025 to 30 September 2025 8 October 2025 1.915 7 November 2025 27 November 2025
1 October 2025 to 31 December 2025 27 February 2026 2.255 13 March 2026 27 March 2026
Political donations
No political donations were made during the year.
Employees
The Group has no employees and therefore no employee share scheme or policies on equal opportunities and disabilities.
Share capital
On 22 October 2025, the Company issued 221,444,706 new Ordinary Shares in the Company to Blackstone Europe LLP (“Blackstone”)
aspart consideration for the acquisition by the Company of the high-quality portfolio of logistics assets (the “Consideration Shares”).
Blackstone has agreed to enter into a lock-up arrangement in respect of the Consideration Shares until 31 December 2026 and a standstill
arrangement until 31 December 2027, in each case subject to customary exceptions.
Following the issue of the new Ordinary Shares on 22 October 2025, the share capital of Company consisted of 2,702,122,165 Ordinary
Shares. There were no further issues of new shares during the year.
As at 31 December 2025 (and as at the date of this report), there were 2,702,122,165 Ordinary Shares in issue.
Ordinary Shares Number
Gross proceeds
£
Balance as at 1 January 2025 2,480,677,459 N/A
Shares issued on 22 October 2025 221,444,706 N/A
Balance as at 31 December 2025 2,702,122,165
Restrictions on transfer of securities in the Company
There are no restrictions on the transfer of securities in the Company, except as a result of:
• the FCA’s UK Listing Rules, which require certain individuals to have approval to deal in the Company’s shares; and
• the Company’s Articles of Association, which allow the Board to decline to register a transfer of shares or otherwise impose a restriction
onshares, to prevent the Company or the Manager breaching any law or regulation.
The Company is not aware of any agreements between holders of securities that may result in restrictions on transferring securities in the Company.
Securities carrying special rights
No person holds securities in the Company carrying special rights with regard to control of the Company.
Information Location in Annual Report
Directors Pages 74 and 75
Section 172 Page 63
Business relationships Pages 1 to 70
Directors’ interest in shares Page 107
Future developments of the Company Pages 16 and 17
Financial instruments Note 4.3 on page 124
Corporate Governance Statement Pages 73 to 82
Going Concern and Viability Page 71
Disclosure of information to Auditor Page 109
Share capital Page 108
TCFD Pages 57 to 61
SECR reporting Page 62
Tritax Big Box REIT plc Annual Report 2025
108
Substantial shareholdings
As at 10 February 2026, the Company is aware of the following substantial shareholdings, which were directly or indirectly interested in 3% or
more of the total voting rights in the Company’s issued share capital. As at 10 February 2026, the issued share capital remained the same as
at 31 December 2025 with 2,702,122,165 Ordinary Shares in issue.
Shareholder name
Holding as at
10 February 2026 %
Phoenix Life Insurance Company 248,004,564 9.18
Trot Holdings Limited 221,444,706 8.20
BlackRock 215,403,286 7.97
Vanguard Group 140,364,428 5.19
Cohen & Steers 99,694,183 3.69
Amendment of Articles of Association
The Articles of Association may be amended by a special resolution
of the Company’s Shareholders.
Powers of the Directors
The Board will manage the Company’s business and may exercise
all the Company’s powers, subject to the Company’s Articles of
Association, the Companies Act and any directions given by the
Company by special resolution.
Powers in relation to the Company issuing
its shares
At the AGM held on 7 May 2025, the Directors were granted a
renewed general authority to allot Ordinary Shares in accordance
with section 551 of the Companies Act 2006, up to an aggregate
nominal amount of £16,537,849. Of those Ordinary Shares, the
Directors were granted authority to issue up to an aggregate nominal
amount of £1,240,338 (which is equivalent to 5% of the Company’s
issued share capital as at that date) non-pre-emptively and wholly
for cash and authority to issue up to an aggregate nominal amount
of £1,240,338 wholly for cash to be used only for the purpose of
financing (or refinancing, if the authority is to be used within six
months after the original transaction) a transaction which the
Directors determine to be an acquisition or other capital investment
of a kind contemplated by the Statement of Principles on
Disapplying Pre-Emption Rights. These authorities replaced the
equivalent authorities given to the Directors at the AGM held on
1 May 2024.
These authorities expire at the next AGM to be held on 7 May 2026.
Authority to purchase own shares
At the 2025, AGM Shareholders authorised the Company to
makemarket purchases of its own shares up to a maximum of
248,067,745 Ordinary Shares, equivalent to approximately 10%
ofthe Company’s issued share capital at the time. The Company
has not exercised this authority to date.
Change of control
Under the Group’s financing facilities, any change of control at the
borrower or immediate parent company level may trigger a repayment
of the outstanding amounts to the lending banks or institutions.
In certain facilities including the issue of recent loan notes, the
change of control provisions also include a change of control at
theultimate parent company level.
Appointment and replacement of Directors
Details of the process by which Directors can be appointed or
replaced are included in the Nomination Committee Report on
pages 92 to 95.
Disclosure of information to the Auditor
The Directors, who were members of the Board at the time of
approving the Directors’ Report, have confirmed that:
• so far as each Director is aware, there is no relevant audit
information of which the Company’s Auditor is not aware; and
• each Director has taken all the steps that they ought to have
taken as a Director in order to make themselves aware of any
relevant audit information and to establish that the Company’s
Auditor is aware of that information.
Events subsequent to the year-end date
For details of events since the year-end date, please refer to note 35
on page 143 of the consolidated financial statements.
Independent Auditor
BDO LLP was the Auditor for the financial year ending 31 December
2025. As announced on 9 October 2025, an audit tender was
conducted during the year in accordance with the requirement for
public interest entities to do so at least every ten years. As a result
of the tender, the Board has appointed Deloitte LLP as the
Company’s new external auditor with effect from the financial year
ending 31 December 2026 and subject to Shareholder approval at
the Company’s AGM to be held on 7 May 2026.
Manager and service providers
The Manager during the year was Tritax Management LLP. Details
ofthe Manager and certain elements of the Investment Management
Agreement are set out in the Management Engagement Committee
Report on pages 102 to 104.
Additional information
In accordance with UK Listing Rule (“UKLR”) 6.6.4 R, the only
disclosure requirement required under UKLR 6.6.1 R is the
disclosure of capitalised interest, which is disclosed in note 13
onpage 192.
Annual General Meeting
It is planned for the Company’s AGM to be held at the offices of
Ashurst LLP at London Fruit & Wool Exchange, 1 Duval Square,
London E1 6PW, on 7 May 2026.
This report was approved by the Board on 26 February 2026.
Tritax Management LLP
Company Secretary
26 February 2026
GOVERNANCE
Tritax Big Box REIT plc Annual Report 2025
109
Directors’ Responsibilities
In respect of the Annual Report and Accounts
The Directors are responsible for preparing the Annual Report and
the financial statements in accordance with UK adopted international
accounting standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors are required to
prepare the Group financial statements in accordance with UK
adopted international accounting standards and have elected to
prepare the Company financial statements in accordance with UK
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law). Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss for the Group for
that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether the Group financial statements have been prepared
in accordance with UK adopted international accounting
standards, subject to any material departures disclosed and
explained in the financial statements;
• state whether the Company financial statements have been
prepared in accordance with Financial Reporting Standard 101
“Reduced Disclosure Framework” (“FRS 101”) subject to any
material departures disclosed and explained in the Company
financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business; and
• prepare a Directors’ Report, a Strategic Report and Directors’
Remuneration Report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and the
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and of the Company and
enable them to ensure that the financial statements comply with the
Companies Act 2006.
They are also responsible for safeguarding the assets of the Group
and Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The
Directors are responsible for ensuring that the Annual Report and
Accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for Shareholders to assess
the Group’s performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report and
the financial statements are made available on a website. Financial
statements are published on the Company’s website in accordance
with legislation in the UK governing the preparation and
dissemination of financial statements, which may vary from legislation
in other jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the financial statements
contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• the Group financial statements have been prepared in accordance
with the applicable set of accounting standards, and give a true
and fair view of the assets, liabilities, financial position and profit
and loss of the Group; and
• the Annual Report includes a fair review of the development and
performance of the business and the financial position of the
Group and parent company, together with a description of the
principal risks and uncertainties that they face.
Aubrey Adams OBE, FCA, FRICS
Independent Chair
26 February 2026
Tritax Big Box REIT plc Annual Report 2025
110
Independent Auditor’s Report
To the members of Tritax Big Box REIT plc
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 31 December
2025 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the financial statements of Tritax Big Box REIT plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year
ended 31 December 2025 which comprise the Group Statement of
Comprehensive Income, the Group Statement of Financial Position,
the Group Statement of Changes in Equity, the Group Cash Flow
Statement, the Company Statement of Financial Position, the
Company Statement of Changes in Equity and notes to the financial
statements, including material accounting policy information. The
financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and
UK adopted international accounting standards. The financial
reporting framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion. Our
audit opinion is consistent with the additional report to the Audit and
Risk Committee.
Independence
Following the recommendation of the Audit and Risk Committee, we
were appointed by the Directors in November 2013 to audit the
financial statements for the period ended 31 December 2014 and
subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is 12 years,
covering the period ended 31 December 2014 to the year ended 31
December 2025. We remain independent of the Group and the
Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. The non-audit services
prohibited by that standard were not provided to the Group or the
Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation
of the Directors’ assessment of the Group’s and the Parent
Company’s ability to continue to adopt the going concern basis of
accounting included:
• using our knowledge of the Group and its market sector together
with the current general economic environment to assess the
Directors’ identification of the inherent risks to the Group’s
business and how these might impact the Group and the Parent
Company’s ability to remain a going concern for the going
concern period, being the period to 26 February 2027, which is at
least 12 months from when the financial statements are
authorised for issue;
• obtaining an understanding of the Directors’ process for
assessing going concern including an understanding of the key
assumptions used;
• obtaining the Directors’ going concern assessment;
• assessing the Group’s forecast cash flows with reference to historic
performance and challenging the Directors’ forecast assumptions
in comparison to the current performance of the Group;
• testing the inputs into the forecasts for reasonableness based on
historic performance and corroboration to contractual agreements
where available;
• agreeing the Group’s available borrowing facilities and the related
terms and covenants to loan agreements;
• obtaining covenant calculations and forecast calculations to test
for any potential future covenant breaches. We also considered
the covenant compliance headroom for sensitivity to both future
changes in property valuations and the Group’s future financial
performance;
• considering board minutes, and evidence obtained through the
audit and challenging the Directors on the identification of any
contradictory information in the forecast cash flows and the
resulting impact on the going concern assessment;
• analysing the Directors’ stress testing calculations and challenging
the assumptions made using our knowledge of the business and
of the current economic climate, to assess the reasonableness of
the downside scenarios selected; and
• reviewing the disclosures in the financial statements relating to
going concern to check that the disclosure is consistent with the
Directors’ going concern assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group
and the Parent Company’s ability to continue as a going concern for
a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied
the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
111
An overview of the scope of our audit
Overview
Key audit matter Valuation of investment properties, including properties
under construction
2025 2024
Materiality Group financial statements as a whole
£81m (2024: £67m) based on 1% (2024: 1%) of total assets
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and
the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial
statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the
areas that posed the greatest risks to the Group financial statements. We continually assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the Group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
The Group operates solely in the United Kingdom. The Group has multiple legal entities which aggregate into four main sub-groups, as follows:
Tritax Big Box REIT (which includes the Parent Company) (‘TBBR’), Tritax Big Box Developments (‘TBBDH’), UK Commercial Property REIT
(‘UKCM’) and the newly-acquired Centurion Portfolio (‘Centurion’).
TBBR, UKCM and Centurion have a common management structure and information systems and controls and are therefore considered to be
one component (TBBR). TBBDH has a separate management team, information system and controls and is therefore considered to be a
separate component (TBBDH).
As part of performing our Group audit, we have determined that both components are in scope due to the extent to which they contribute to the
identified Group risks of material misstatement.
Procedures performed at the component level
For components in scope, we used a combination of risk assessment procedures and audit procedures to obtain sufficient appropriate
evidence to respond to the Group risk of material misstatement at the component level. These audit procedures included procedures on the
entire financial information of the component, including performing substantive procedures.
The Group engagement team has performed all procedures directly and has not involved component auditors in the Group audit.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and similarity of the Group’s activities and business lines in
relation to investment property. We therefore designed and performed procedures centrally regarding this financial statement area.
The Group operates a centralised information technology (‘IT’) function that supports IT processes for the TBBR component. This IT function is
subject to specified risk-focused audit procedures, predominantly the testing of the relevant IT general controls and IT application controls.
TBBDH has its own IT function that supports IT processes for the TBBDH component. This IT function is subject to specified risk-focused audit
procedures, predominantly the testing of the relevant IT general controls and IT application controls.
Changes from the prior year
In the prior year, UKCM’s operations used a separate information system and was identified as a separate component. During the current year,
UKCM was integrated into the Tritax Big Box REIT component and is therefore no longer considered to be a separate component.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential
impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this
particular sector;
• Involvement of climate-related experts in evaluating managements risk assessment;
• A review of the minutes of Board and Audit and Risk Committee meetings and other papers related to climate change and performing a risk
assessment as to how the impact of the Group’s commitment as set out in the ESG section of the Strategic report on page 52 to 56 may
affect the financial statements and our audit; and
• We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in the Group’s going concern assessment.
We also assessed the consistency of the Group’s disclosures included as Statutory Other Information on page 57 with the financial statements
and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Independent Auditor’s Report continued
To the members of Tritax Big Box REIT plc
Tritax Big Box REIT plc Annual Report 2025
112
An overview of the scope of our audit continued
Key audit matters continued
Key audit matter How the scope of our audit addressed the keyaudit matter
Valuation of investment
property portfolio,
including properties
under construction
Refer to note 3 on
significant accounting
judgements, estimates
and assumptions; and
note 4 on material
accounting policy
information.
Refer to note 17 in relation
to investment property.
The Group’s investment
property portfolio
comprises:
• Standing assets are
existing properties that
are currently let or
available to let.
• Properties under
construction.
They are valued using the
yield methodology
approach in accordance
with RICS methodology
and IFRS 13 Fair Value
Measurement.
The valuation of
investment property
requires significant
judgement and estimates
by the Directors, with the
assistance of their
independent external
valuers (the ‘Valuers’), and
is therefore considered a
significant risk due to the
subjective nature of
certain assumptions
inherent in each valuation.
Any input inaccuracies or
unreasonable bases used
in the valuation
judgements (such as in
capitalisation yields, future
lease income and, in the
case of properties under
construction, costs to
complete) could result in a
material misstatement in
the valuation of investment
property, thereby
impacting the Group’s
financial statements.
There is also a fraud risk
that the Directors may
unduly influence the
significant judgements
and estimates in respect
of property valuations in
order to achieve property
valuation or other
performance or financial
targets or to meet market
expectations.
For these reasons we
consider the valuation of
the investment property
portfolio to be a key
audit matter.
Our audit procedures included, but was not restricted to, the following:
Group’s controls relating to the valuation of investment properties
We reviewed and evaluated the design, implementation and appropriateness of
the Group’s controls relating to the valuation of investment properties, including
the processes by which the Group ensures that complete and accurate data is
provided to the Valuers. In doing so, we performed a walkthrough of the relevant
controls by obtaining support for the design and implementation of the controls.
Experience of Valuers and relevance of theirwork
We obtained and reviewed the valuation reports prepared by the Group’s Valuers
and, with the assistance of our in-house RICS qualified real estate valuation
experts, discussed with the Valuers the basis of the valuations, including the
valuation methods and assumptions used. We confirmed that all valuations had
been prepared in accordance with applicable valuation guidelines and the
requirements of the applicable accounting standards and were therefore
appropriate for determining the carrying value in the Group’s financial statements.
We assessed the qualifications, competence, capabilities, independence and
objectivity of the Valuers. We reviewed their letters or terms of engagement for
any unusual arrangements, limitations in the scope of their work or evidence of
management bias. We also considered if there was any evidence of
management bias or whether the Directors could have influenced the Valuers’
decisions over the significant judgements or estimates.
Data provided to the Valuers
We validated the underlying data provided to the Valuers by the Group. This
data included inputs such as passing rent and lease term, which we agreed on
a sample basis to executed lease agreements.
Assumptions and estimates used by the Valuers
With assistance from our valuation experts, we analysed the valuation
movements for the properties and the reasonableness of the yields used to
assess if they are in line with the market.
We challenged the key valuation assumptions used by the Valuers by benchmarking
them to independently formed market expectations which we developed using
available industry data, reports and comparable transactions in the market around
the year end (based on the location and specifics of each property).
Where the valuation was outside of our expected range, together with our
valuation experts we challenged the Valuers on their specific assumptions and
reasoning and corroborated the Valuers’ explanations where relevant, including
agreeing to third party documentation. Our valuation experts assisted us in
assessing whether explanations provided were appropriate and in line with
market knowledge.
With regards to the properties under construction, we also assessed the
estimated costs to complete and progress of development by agreeing the total
estimated costs of the property to the underlying agreements and relevant
supporting documentation. We verified costs incurred in the current year to third
party supporting evidence based on our additions testing (tested on a sample
basis), while the total cost incurred in prior years was agreed to the audited
numbers in the prior year, with the remainder being costs to complete. The
estimated costs to complete were also agreed to the cost to complete reports
produced by the audited entity. We assessed the reasonableness of these
forecasts by assessing management’s ability to forecast, and we also performed
a retrospective review of the accuracy of management’s forecast by assessing
completed properties, and comparing the estimated total costs for these
properties to the actual costs incurred.
We also, assessed the accuracy, appropriateness and sufficiency of the
disclosures in the financial statements in accordance with relevant standards.
Key observation:
Based on our work we consider assumptions adopted by the Directors in the
valuation were reasonable and the methodology applied was appropriate.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
113
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality
to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as
immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements Parent Company financial statements
2025
£m
2024
£m
2025
£m
2024
£m
Materiality 81 67 64 49
Basis for determining materiality 1% of total assets 1% of total assets 1% of total assets 1% of total assets
Rationale for the benchmark applied We determined that total assets would be the most appropriate basis for determining
overall materiality as we consider it to be the principal considerations for the users of the
financial statements in assessing the financial performance of the Group and
Parent Company.
Performance materiality 50 50 40 37
Basis for determining
performancemateriality
62.5% of materiality 75.0% of materiality 62.5% of materiality 75.0% of materiality
Rationale for the percentage applied
forperformance materiality
The level of performance materiality applied was set after having considered a number of
factors including our assessment of the Group’s and Parent Company’s overall control
environment and the expected total value of known and likely misstatements and the level
of transactions in the year.
Specific materiality
For the Group, we determined that for other account balances and classes of transactions that impact the calculation of European Public Real
Estate Association (“EPRA”) earnings a misstatement of less than materiality for the financial statements as a whole, specific materiality, could
influence the economic decisions of users. We consider EPRA earnings to be a key performance measure of the Group. EPRA earnings
excludes the impact of the net surplus on revaluation of investment properties, profit on disposal of investment properties, any impairment of
land options and changes in the fair value of interest rate derivatives. As a result, we determined materiality for these items to be £10.7m
(2024: £9.8m ), based on 5% of EPRA earnings (2024: 5% of EPRA earnings). We further applied a performance materiality level of 62.5%
(2024: 75%%) of specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately mitigated
For the Parent Company, we determined that for trade and other receivables, trade and other payables, borrowings, expenses, interest
income and expenses, a misstatement of less than materiality for the financial statements as a whole could influence the economic decisions
of users. As a result, we determined specific materiality for these items to be £6.6m, (2024: £6.6m) based on 5% of the Parent Company’s
profit before tax (2024: 5% of the Parent Company’s profit before tax).
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent
Company whose materiality and performance materiality are set out above, based on a percentage of 70% (2024: 55% and 75% ) of Group
performance materiality dependent on a number of factors including our assessment of the risk of material misstatement of those
components. Component performance materiality ranged from £10.1m to £35.3m (2024: £9.9m to £37.6m).
Reporting threshold
We agreed with the Audit and Risk Committee that we would report to them all individual audit differences impacting the Group in excess of
£2.4m (2024: £2.0m) and for those items impacting the calculation of EPRA earnings, all individual audit differences in excess of £0.3m (2024:
£0.3m). Regarding the Parent Company, we agreed that we would report all individual audit differences in excess of £1.9m (2024: £1.47m) and
fortrade and other receivables, trade and other payables, borrowings, expenses, interest income and expenses, all individual audit differences
inexcess of £0.18m (2024: £0.19m). We also agreed to report differences below these thresholds that, in our view, warranted reporting on
qualitative grounds.
Independent Auditor’s Report continued
To the members of Tritax Big Box REIT plc
Tritax Big Box REIT plc Annual Report 2025
114
Other information
The Directors are responsible for the other information. The other information comprises the information included in the document entitled
‘Annual report 2025’ other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
riseto a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is
amaterial misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate Governance Statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and longer-
term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 71.
• The Directors’ explanation as to their assessment of the Parent Company’s prospects, the
period this assessment covers and why the period is appropriate set out on page 71.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on page 110.
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks (set out on page 66.
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on pages 99.
• The section describing the work of the Audit and Risk Committee set out on pages 98 to 101.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report and
Directors’ Report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the Strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which we are required
toreport by exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
115
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations;
we considered the significant laws and regulations to be UK company law, UK tax legislation (including the REIT regime requirements) and the
UKListing Rules, and we considered the extent to which non-compliance might have a material effect on the Group and Parent Company’s
financial statements.
Our procedures in response to the above included the following:
• In order to address the risk of non-compliance with the REIT regime, considering a report from the Group’s external adviser, detailing
theactions that the Group has undertaken to ensure compliance. This paper was reviewed, and the assumptions challenged, with the
assistance of our tax experts;
• Agreeing the financial statement disclosures to underlying supporting documentation where relevant;
• Review of Board and Audit and Risk Committee meeting minutes and enquiries of management and the Directors regarding any known
orsuspected instances of non-compliance with laws and regulations; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Irregularities including fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Involvement of forensic specialists in the audit to review our fraud risk assessment in relation to the control environment at the entity and the
fraud risk to specific financial statement areas;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due
tofraud.
Independent Auditor’s Report continued
To the members of Tritax Big Box REIT plc
Tritax Big Box REIT plc Annual Report 2025
116
Auditor’s responsibilities for the audit of the financial statements continued
Irregularities including fraud continued
Based on our risk assessment, we considered the areas to be most susceptible to fraud to be management override of controls, the manipulation
of revenue recognition through journal postings and the inputs to the valuation of the investment properties.
Our procedures in response to the above included:
Addressing the risk of management override of controls and manipulation of revenue recognition through journals posting by:
• testing a sample of journal entries processed throughout the year which met defined risk criteria (including those specifically relating to
revenue) as well as testing a sample of the residual journal population, by agreeing to supporting documentation; and
• evaluating whether there was evidence of bias by management or the Directors that represented a risk of material misstatement due to fraud.
Our responses to the valuation of investment properties risk are set out in the key audit matters section above.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were deemed to
have the appropriate competence and capabilities, and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the
less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Richard Levy (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London
United Kingdom
27 February 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
117
Group Statement of Comprehensive Income
For the year ended 31 December 2025
Year endedYear ended
31 December 31 December
20252024
Note £m£m
Gross rental income
6
312.5
281.1
Service charge income
6
15.2
13.1
Service charge expense
7
(16.9)
(15.6)
Direct property expenses
(5.5)
(2.6)
Net rental income
305.3
276.0
Gross operating income
8
104.1
86.3
Other operating costs
9
(88.6)
(63.3)
Other operating income
15.5
23.0
Administrative and other expenses
10
(37.1)
(33.7)
Exceptional items
(2.1)
—
Operating profit before changes in fair value and other adjustments
1
281.6
265.3
Changes in fair value of investment properties
17
198.6
243.7
Gain/(loss) on disposal of investment properties
(11.5)
8.4
Share of profit from joint ventures
19
0.1
0.1
Dividend income
1.3
0.2
Fair value movements in financial asset
(1.5)
0.9
Impairment of intangible and other property assets
18
(29.1)
(4.0)
Operating profit
439.5
514.6
Finance income
12
8.1
8.4
Finance expense
13
(77.0)
(71.9)
Changes in fair value of interest rate derivatives
26
(7.3)
(5.3)
Profit before taxation
363.3
445.8
Taxation
14
—
(0.3)
Profit and total comprehensive income
363.3
445.5
Earnings per share - basic
15
14.39p
19.67p
Earnings per share - diluted
15
14.38p
19.67p
1. Operating profit before changes in fair value of investment properties, (loss)/gain on disposal of investment properties, share of profit from joint ventures,
dividend income, fair value movements in financial assets, impairment of intangible and other property assets.
Tritax Big Box REIT plc Annual Report 2025
118
Group Statement of Financial Position
As at 31 December 2025
At At
31 December 31 December
2025 2024
Note£m £m
Non-current assets
Investment property
17
7,371.1
5,929.4
Investment in land options
18
124.2
148.8
Investment in joint ventures
19
25.2
24.4
Other property assets
0.8
1.7
Intangible assets
0.4
0.7
Financial assets
2.4
3.2
Interest rate derivatives
26
2.8
7.6
Trade and other receivables
22
7.5
3.9
Total non-current assets
7,534.4
6,119.7
Current assets
Trade and other receivables
22
27.9
56.0
Assets held for sale
20
350.9
440.4
Cash and cash equivalents
23
109.5
80.6
Restricted cash
23
21.1
—
Tax asset
14
2.0
2.0
Total current assets
511.4
579.0
Total assets
8,045.8
6,698.7
Current liabilities
Deferred rental income
(68.1)
(59.5)
Trade and other payables
24
(171.7)
(112.5)
Tax liabilities
14
(2.0)
(1.9)
Bank borrowings
25
(65.6)
—
Total current liabilities
(307.4)
(173.9)
Non-current liabilities
Trade and other payables
24
(7.5)
(3.9)
Bank borrowings
25
(1,480.1)
(811.7)
Loan notes
25
(1,188.2)
(1,141.8)
Deferred consideration
(3.7)
—
Total non-current liabilities
(2,679.5)
(1,957.4)
Total liabilities
(2,986.9)
(2,131.3)
Total net assets
5,058.9
4,567.4
Equity
Share capital
29
27.0
24.8
Share premium reserve
29
49.2
49.2
Capital reduction reserve
29
1,088.1
1,289.0
Merger reserve
29
1,283.9
957.0
Retained earnings
29
2,610.7
2,247.4
Total equity
5,058.9
4,567.4
Net asset value per share - basic
30
187.22p
184.12p
Net asset value per share - diluted
30
187.09p
184.12p
EPRA Net Tangible Asset per share - basic
30
187.76p
185.56p
EPRA Net Tangible Asset per share - diluted
30
187.63p
185.56p
These financial statements were approved by the Board of Directors on 26 February 2026 and signed on its behalf by:
Aubrey Adams OBE, FCA, FRICS
Independent Chair
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
119
Group Statement of Changes in Equity
For the year ended 31 December 2025
Capital
ShareShareMergerreductionRetained
capital premium reserve reserve earnings Total
Note£m£m£m£m£m£m
1 January 2025
24.8
49.2
957.0
1,289.0
2,247.4
4,567.4
Profit for the year and total comprehensive income
—
—
—
—
363.3
363.3
24.8
49.2
957.0
1,289.0
2,610.7
4,930.7
Contributions and distributions:
Share issue in relation to the asset acquisition
29
2.2
—
326.9
—
—
329.1
Dividends paid
16
—
—
—
(200.9)
—
(200.9)
31 December 2025
27.0
49.2
1,283.9
1,088.1
2,610.7
5,058.9
Capital
ShareShareMerger reductionRetained
capital premium reserve reserve earnings Total
Note£m£m£m£m£m£m
1 January 2024
19.0
49.2
—
1,463.9
1,801.9
3,334.0
Profit for the year and total comprehensive income
—
—
—
—
445.5
445.5
19.0
49.2
—
1,463.9
2,247.4
3,779.5
Contributions and distributions:
Share issue in relation to the UKCM acquisition
29
5.8
—
957.0
—
—
962.8
Dividends paid
16
—
—
—
(174.9)
—
(174.9)
31 December 2024
24.8
49.2
957.0
1,289.0
2,247.4
4,567.4
Tritax Big Box REIT plc Annual Report 2025
120
Group Cash Flow Statement
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Note£m£m
Cash flows from operating activities
Profits for the period (attributable to the shareholders)
363.3
445.5
Tax charge
—
0.3
Finance income
12
(8.1)
(8.4)
Finance expense
13
77.0
71.9
Changes in fair value of interest rate derivatives
7.3
5.3
Impairment of intangible and other property assets
29.1
4.0
Amortisation of intangible property assets
0.9
0.6
Movement on valuation of financial asset
1.5
(0.9)
Share of profit from joint ventures
(0.1)
(0.1)
Loss/(gain) on disposal of investment properties
11.5
(8.4)
Changes in fair value of investment properties
17
(198.6)
(243.7)
Accretion of tenant lease incentive
6
(12.2)
(21.4)
Decrease/(increase) in trade and other receivables
29.8
(33.4)
(Decrease)/increase in deferred income
(1.8)
12.7
Increase/(decrease) in trade and other payables
13.2
(26.0)
Cash generated from operations
312.8
198.0
Taxation (charge)/credit
—
(2.6)
Net cash flow generated from operating activities
312.8
195.4
Investing activities
Additions to investment properties
(1,168.6)
(196.2)
Additions to land options
18
(8.6)
(16.9)
Net working capital acquired from acquisitions
20.6
(8.1)
Net proceeds from disposal of investment properties
353.9
—
Interest received
1.9
137.8
Additions to joint ventures
12
1.5
0.7
Dividends received from joint ventures
0.5
0.4
Net cash flow used in investing activities
(798.8)
(82.3)
Financing activities
Bank borrowings drawn
25
1,310.0
340.0
Bank and other borrowings repaid
25
(646.0)
(178.0)
Issue of loan notes
297.0
—
Early redemption of loan notes
(181.9)
—
Interest derivatives received
6.7
7.0
Loan arrangement fees paid
(8.4)
(1.2)
Bank interest paid
(60.2)
(60.6)
Interest cap premium paid
(2.5)
(1.8)
Dividends paid to equity holders
(199.8)
(174.1)
Net cash flow generated/(used) from financing activities
514.9
(68.7)
Net increase in cash and cash equivalents for the year
28.9
44.4
Cash and cash equivalents at start of year
23
80.6
36.2
Cash and cash equivalents at end of year
23
109.5
80.6
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
121
Notes to the Consolidated Accounts
1. Corporate information
The consolidated financial statements of the Group for the year
ended 31 December 2025 comprise the results of Tritax Big Box
REIT plc (the “Company”) and its subsidiaries (together, the “Group”)
and were approved by the Board for issue on 26 February 2026. The
Company is a public limited company incorporated and domiciled in
England and Wales. The Company’s Ordinary Shares are admitted
to the official list of the UK Listing Authority, a division of the
Financial Conduct Authority, and traded on the London Stock
Exchange. The registered address of the Company is disclosed in
the Company information.
The nature of the Group’s operations and its principal activities are
set out in the Strategic Report.
Accounting policies
2. Basis of preparation
The consolidated financial statements have been prepared in
accordance with UK-adopted international accounting standards
and with the requirements of the Companies Act 2006 as applicable
to companies reporting under those standards.
The comparative information disclosed relates to the year ended 31
December 2024.
The Group’s financial statements have been prepared on a historical
cost basis, other than as explained in the accounting policies below.
The consolidated financial statements are presented in Sterling,
which is also the Company’s functional currency, and all values are
rounded to the nearest £0.1 million, except where otherwise
indicated.
The Group has chosen to adopt European Public Real Estate
Association (“EPRA”) best practice guidelines for calculating key
metrics such as net asset value and earnings per share
(www.epra.com/finance/financial-reporting/guidelines).
2.1. Going concern
The Board has assessed the appropriateness of the going concern
basis in preparing these financial statements. Any going concern
assessment considers the Group’s financial position, cash flows,
liquidity and capital commitments including its continued access to
its debt facilities and headroom under financial loan covenants.
The Directors have considered the cash flow forecasts for the Group
for a period of at least twelve months from the date of approval of
these consolidated financial statements. These forecasts include the
Directors’ assessment of plausible downside scenarios. The
Directors have reviewed the current and projected financial position
of the Group, making reasonable assumptions about its future
trading performance. Various forms of sensitivity analysis have been
performed having particular regard to the financial performance of
its clients’ track record of rental receipts, whilst taking into account
any discussions held with the client surrounding their future rental
obligations. The analysis also included sensitising the impact of
portfolio valuation movements through market volatility, rent
collection and client default. These scenarios all paid regard to the
current economic environment.
The Group has a strong track record around rent collection with no
history of significant levels of bad debt or arrears. Generally
speaking, we have strong clients with robust balance sheets and
strong cash flows. The Directors have also considered the arrears
position in light of IFRS 9, expected credit loss model; see Note 22
for further details.
As at 31 December 2025, the Group had an aggregate £577.0
million of undrawn commitments under its senior debt facilities as
well as £130.6m of cash held at bank, of which £46.8 million was
committed under various development related contracts. In January
and February 2026, the Company sold £13.3 million of non-strategic
assets and exchanged £11.4 million of logistics investment assets.
investment assets.
At 31 December 2025, the Group’s loan to value ratio stood at
33.2%, with the debt portfolio having an average maturity term of
approximately 4.3 years. As at the date of approval of this report, the
Group has substantial headroom within its financial loan covenants.
As at 31 December 2025, property values would have to fall by more
than 50% before loan covenants are breached.
The Group’s financial covenants have been complied with for all
loans throughout the period and up to the date of approval of these
financial statements.
The Directors have assessed the ability of the Group and Company
to continue as a going concern and are not aware of any material
uncertainties that may cast significant doubt upon the ability of the
Group and Company to continue as a going concern. Therefore the
Directors are satisfied that the Group has the resources to continue
in business until at least 27 February 2027.
The board has also had regard to £190 million of debt that needs to
be refinanced shortly after the going concern period. The refinancing
of these facilities is considered part of the ordinary course of
business, and the Group historically arranges financing well in
advance of expected requirements. These facilities can be
refinanced through a combination of the Group’s existing liquidity
and its established lending relationships. The Directors have
confidence that appropriate replacement debt facilities will be
secured when required.
3. Significant accounting judgements, estimates
and assumptions
The preparation of the Group’s financial statements requires
management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and
liabilities and the disclosure of contingent liabilities at the reporting
date. However, uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to the
carrying amount of the asset or liability affected in future periods.
3.1. Judgements
In the process of applying the Group’s accounting policies,
management has made the following judgements, which have the
most significant effect on the amounts recognised in the
consolidated financial statements:
Other operating income
Other operating income is receivable from development
management agreements (“DMA”) in place with third parties.
Development management income is recognised in the accounting
period in which the services are rendered and a significant reversal
is not expected in future periods.
Judgement is exercised in identifying performance obligations,
including the sale of land with planning consent, completing land
and infrastructure works and managing the construction of an asset.
The transaction price is allocated fairly between the different
performance obligations (refer to notes 8 and 9). Certain
performance obligations are recognised at a point in time (for
example, a land transaction) and others are recognised over time
(such as services under a DMA); each contract outlines the scope,
deliverables, milestones and payment terms. Revenue is recognised
based on the work completed to date using the percentage-of-
completion method (input method), which is based on costs incurred
relative to total expected costs.
Tritax Big Box REIT plc Annual Report 2025
122
3. Significant accounting judgements, estimates
and assumptions continued
3.1. Judgements continued
Power connection agreements
In the period, power connection agreements have been acquired,
and judgement has been applied in determining how to account for
these either as part of the associated investment property or as an
intangible asset. The Board concluded that they should be
accounted for as part of the investment property because they are
integral to bringing specific identified sites into their intended use.
Acquisitions of property through corporate vehicles
Some property transactions are large or complex and require
management to make judgements when considering the appropriate
accounting treatment. These include acquisitions of property
through corporate vehicles, which could represent either asset
acquisitions or business combinations under IFRS 3 (refer to
note 4.9).
During the year, the Group acquired a logistics portfolio from
Blackstone. The management contract with Blackstone made them
responsible for the operations required to manage the properties
owned within the logistics portfolios acquired. Simultaneously upon
acquisition, the management contract between Blackstone and the
target companies acquired were immediately cancelled as the
operations of the Group were taken over by Tritax Management LLP
who remain the Investment Manager to the enlarged Group.
As the Group did not acquire any of the critical processes of the
target companies which enabled them to create outputs, it was
concluded that the transaction did not meet the definition of a
business combination under IFRS 3, and therefore has been
accounted for as an asset acquisition.
Land options
Land options, and other non-financial assets, are initially capitalised
at cost and considered for any impairment indication annually. The
impairment review includes consideration of the resale value of the
option, likelihood of achieving planning consent and current
recoverable value as determined by an independent external valuer.
In the calculation of the resale value or recoverable value of land
options, several estimates are required which include the expected
size of the development, expected rental and capitalisation rates,
estimated build costs, the time to complete the development and
anticipated progress with achieving planning consent, as well as the
associated risks of achieving the above.
3.2. Estimates
Fair valuation of investment property
The market value of investment property is determined by an
independent property valuation expert (see note 17) to be the
estimated amount for which a property should exchange on the date
of the valuation in an arm’s-length transaction. Properties have been
valued on an individual basis. The valuation expert uses recognised
valuation techniques and the principles of both IAS 40 and IFRS 13.
The valuations have been prepared in accordance with the RICS
Valuation – Global Standards January 2025 (the “Red Book”).
Factors reflected comprise current market conditions including Net
Initial Yield applied, annual rents and estimated rental values, lease
lengths, location and building specification, which would include
climate-related considerations. The Net Initial Yield, being the most
significant estimate, is subject to changes depending on the market
conditions which are assessed on a periodic basis. The significant
methods and assumptions used by the valuers in estimating the fair
value of investment property, together with the sensitivity analysis on
the most subjective inputs, are set out in note 17.
4. Material accounting policies
4.1. Segmental information
The Directors are of the opinion that the Group is engaged in a
single segment business, being the investment in UK logistics assets
and land options with a view to developing logistics and holding
these for investment purposes. The Directors consider that these
properties have similar economic characteristics in nature and as a
result they have been reported as a single reportable operating
business. During the prior year, the Group acquired non-logistics
assets as part of the UKCM acquisition. These assets share similar
economic characteristics to the existing portfolio and collectively
they form an insignificant proportion of the Group’s portfolio. In
addition to this, the monitoring and strategic decision-making
processes are no different from the existing logistics core portfolio.
Therefore, the Directors consider there to be a single
reportable segment.
4.2. Investment property and investment property under
construction
Investment property comprises completed property that is held to
earn rentals or for capital appreciation, or both. Property held under
a lease is classified as investment property when it is held to earn
rentals or for capital appreciation or both, rather than for sale in the
ordinary course of business or for use in production or administrative
functions.
The corresponding entry upon recognising lease incentives or fixed/
minimum rental uplifts is made to investment property. For further
details see accounting policy note 4.10.
Investment property is recognised once practical completion is
achieved and is measured initially at cost including transaction
costs. Transaction costs include transfer taxes, professional fees for
legal services and other costs incurred in order to bring the property
to the condition necessary for it to be capable of operating.
Subsequent to initial recognition, investment property is stated at fair
value. Gains or losses arising from changes in the fair values are
included in the Group Statement of Comprehensive Income in the
year in which they arise under IAS 40 “Investment Property”.
Long leaseholds are accounted for as investment property as they
meet the criteria for right of use assets.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
123
4. Material accounting policies continued
4.2. Investment property and investment property under
construction continued
Investment properties under construction are financed by the Group
through development contracts to build logistics assets, in the form
of pre-let development and with an allowance of up to 5% of GAV in
speculative development (with no pre-let secured). Investment
properties under construction are initially measured at cost
(including the transaction costs), which reflect the Group’s
investment in the assets. Subsequently, the assets are remeasured
to fair value at each reporting date. The fair value of investment
properties under construction is estimated as the fair value of the
completed asset less any costs still payable in order to complete,
which include an appropriate developer’s margin.
Additions to properties include costs of a capital nature only.
Expenditure is classified as capital when it results in identifiable
future economic benefits, which are expected to accrue to the
Group. Capitalised expenditure also includes finance costs incurred
on qualifying assets under construction. All other property
expenditure is expensed in the Group profit or loss as incurred.
Investment properties cease to be recognised when they have been
disposed of or withdrawn permanently from use and no future
economic benefit is expected from disposal. The difference between
the net disposal proceeds and the carrying amount of the asset
would result in either gains or losses at the retirement or disposal of
investment property. Any gains or losses are recognised in the
Group Statement of Comprehensive Income in the year of retirement
or disposal.
4.3. Financial instruments
Fair value hierarchy
Level 1: Quoted (unadjusted) market prices in active markets for
identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
Level 3: Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by
reassessing categorisation at the end of each reporting period.
4.3.1. Financial assets
The Group classifies its financial assets into one of the categories
discussed below. The Group’s accounting policy for each category
is as follows:
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money
derivatives where the time value offsets the negative intrinsic value.
They are carried in the Group Statement of Financial Position at fair
value with changes in fair value recognised in the Group Statement
of Comprehensive Income in the finance income or expense line. It
also comprises of non-controlling minority interest equity
investments, the Group has voluntarily classified these assets to be
held at fair value through profit and loss.
Amortised cost
These assets arise principally from the provision of goods and
services to clients (e.g. trade receivables), but also incorporate other
types of financial assets where the objective is to hold these assets
in order to collect contractual cash flows and contractual cash flows
are solely payments of principal and interest. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried
at amortised cost, being the effective interest rate method less
provision for impairment.
Impairment provisions for current and non-current trade receivables
are recognised based on the simplified approach within IFRS 9 using
a provision matrix in the determination of the lifetime expected credit
losses. During this process the probability of the non-payment of the
trade receivables is assessed. This probability is then multiplied by
the amount of the expected loss arising from tenant default (being
the failure of a tenant to timely pay rent due) to determine the lifetime
expected credit loss for the trade receivables. On confirmation that
the trade receivable will not be collectable, the gross carrying value
of the asset is written off against the associated provision.
The Group’s financial assets measured at amortised cost comprise
trade and other receivables and cash and cash equivalents in the
Group Statement of Financial Position.
Cash and cash equivalents includes cash in hand, deposits held at
call with banks and other short-term highly liquid investments with
original maturities of three months or less.
4.3.2. Financial liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was acquired.
The Group’s accounting policy for each category is as follows:
Fair value through profit or loss
This category comprises out-of-the-money derivatives where the
time value does not offset the negative intrinsic value. They are
carried in the Group Statement of Financial Position at fair value with
changes in fair value recognised in the Group Statement of
Comprehensive Income. Other than these derivative financial
instruments, the Group does not have any liabilities held for trading
nor has it designated any financial liabilities as being at fair value
through profit or loss.
Other financial liabilities
Other financial liabilities include the following items:
Bank borrowings and the Group’s loan notes are initially recognised
at fair value net of any transaction costs directly attributable to the
issue of the instrument. Such interest-bearing liabilities are
subsequently measured at amortised cost using the effective
interest rate method, which ensures that any interest expense over
the period to repayment is at a constant rate on the balance of the
liability carried in the Group Statement of Financial Position. For the
purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption, as well
as any interest or coupon payment while the liability is outstanding.
Debt modification
Debt modifications are subject to a qualitative and quantitative test
to determine if a substantial modification has occurred. The outcome
of the tests will determine if the modification should be treated as a
substantial modification under extinguishment accounting or an
adjustment to the existing liability under modification accounting.
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
124
4. Material accounting policies continued
4.4. Joint arrangements
The Group is a party to a joint arrangement when there is a
contractual arrangement that confers joint control over the relevant
activities of the arrangement to the Group and at least one other
party. Joint control is assessed under the same principles as control
over subsidiaries.
The Group classifies its interests in joint arrangements as either:
• joint ventures: where the Group has rights to only the net assets of
the joint arrangement; or
• joint operations: where the Group has both the rights to assets
and obligations for the liabilities of the joint arrangement.
In assessing the classification of interests in joint arrangements, the
Group considers:
• the structure of the joint arrangement;
• the legal form of joint arrangements structured through a separate
vehicle;
• the contractual terms of the joint arrangement agreement; and
• any other facts and circumstances (including any other
contractual arrangements).
The Group does not have any joint operations.
Joint ventures are initially recognised in the Group Statement of
Financial Position at cost. Subsequently joint ventures are accounted
for using the equity method, where the Group’s share of post-
acquisition profits and losses and other comprehensive income is
recognised in the Group Statement of Comprehensive Income.
Profits and losses arising on transactions between the Group and its
joint ventures are recognised only to the extent of unrelated
investors’ interests in the associate. The investor’s share in the joint
venture’s profits and losses resulting from these transactions is
eliminated against the carrying value of the joint venture.
Any premium paid for an investment in a joint venture above the fair
value of the Group’s share of the identifiable assets, liabilities and
contingent liabilities acquired is capitalised and included in the
carrying amount of the investment in joint venture. Provision for
impairment in value is made where there is objective evidence that
the investment in a joint venture has been impaired.
4.5. Goodwill
Goodwill is capitalised as an intangible asset, with any impairment in
carrying value being charged to the Group Statement of
Comprehensive Income. Where the fair value of identifiable assets,
liabilities and contingent liabilities exceed the fair value of
consideration paid, the excess is credited in full to the Group
Statement of Comprehensive Income on the acquisition date as a
gain on bargain purchase or negative goodwill.
4.6. Intangible assets
As a result of the acquisition of Tritax Big Box Developments, the
DMA between the Company and Tritax Big Box Developments
Management Limited is assessed as a favourable contract. It is
recognised as an intangible asset on the Group Statement of
Financial Position and is amortised over the original eight-year term
of the DMA. The favourable element of the DMA was assessed with
reference to a reasonable mark-up that may be expected for these
services if the agreement were set up at arm’s-length, discounted
over the eight-year period.
4.7. Land options
Land options are classified as non-financial assets as they are
non-liquid assets with no active market and they cannot be readily
converted into cash. The options are exercisable at a future date
subject to receiving planning consent. They are initially carried at
cost and are tested for impairment annually and whenever events or
changes in circumstances indicate that their carrying amount may
not be recoverable. Where the carrying value of an asset exceeds its
recoverable amount, the higher of value in use and fair value less
costs to sell, the option is written down accordingly as a charge to
the Group Statement of Comprehensive Income. Once the options
are exercised and the land is drawn down, they are transferred into
investment property.
4.8. Impairment of assets
Impairment tests on goodwill and other intangible assets with
indefinite useful economic lives are undertaken annually at the
financial year end. Other non-financial assets including intangible
assets, investment in joint ventures and land options are subject to
annual impairment tests, or whenever events or changes in
circumstances indicate that their carrying amount may not be
recoverable. Where the carrying value of an asset exceeds its
recoverable amount, the higher of value in use and fair value less
costs to sell, the asset is impaired accordingly.
Where it is not possible to estimate the recoverable amount of an
individual asset, the impairment test is carried out on the smallest
group of assets to which it belongs for which there are separately
identifiable cash flows, its cash-generating units (“CGUs”). Goodwill
is allocated on initial recognition to each of the Group’s CGUs that
are expected to benefit from a business combination that gives rise
to the goodwill.
Impairment charges are included in the Group Statement of
Comprehensive Income. An impairment loss recognised for goodwill
is not reversed.
4.9. Business combination
The Group acquires subsidiaries that own investment properties. At
the time of acquisition, the Group considers whether each
acquisition represents the acquisition of a business or the acquisition
of an asset. Under the Definition of a Business (Amendments to IFRS
3 “Business Combinations”), to be considered a business an
acquired set of activities and assets must include, at a minimum, an
input and a substantive process that together significantly contribute
to the ability to create outputs. The optional “concentration test” is
also applied; where substantially all of the fair value of gross assets
acquired is concentrated in a single asset (or a group of similar
assets), the assets acquired would not represent a business.
Therefore the Group accounts for an acquisition as a business
combination where an integrated set of activities is acquired in
addition to the property.
Where an acquisition is considered to be a business combination,
the consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the Group
Statement of Financial Position, the acquiree’s identifiable assets,
liabilities and contingent liabilities are initially recognised at their fair
values at the acquisition date. Any excess of the cost of a business
combination over the Group’s interest in the fair value of identifiable
assets, liabilities and contingent liabilities acquired is treated as
goodwill. Where the fair value of identifiable assets, liabilities and
contingent liabilities acquired exceeds the fair value of the purchase
consideration, the difference is treated as gain on bargain purchase
and credited to the Group Statement of Comprehensive Income.
The results of acquired operations are included in the Group
Statement of Comprehensive Income from the date on which control
is obtained until the date on which control ceases.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
125
4. Material accounting policies continued
4.9. Business combination continued
Where such acquisitions are not judged to be the acquisition of a
business, they are not treated as business combinations. Rather,
the cost to acquire the corporate entity is allocated between the
identifiable assets and liabilities of the entity based upon their relative
fair values at the acquisition date. Accordingly, no goodwill or additional
deferred tax arises.
Where amounts payable for the acquisition of a business are subject
to a contingent consideration arrangement in which the payments
are automatically forfeited if employment terminates, the amounts
are treated as remuneration for post-combination services rather
than consideration for the acquisition of a business.
4.10. Property income
Rental income arising from operating leases on investment property
is accounted for on a straight-line basis over the lease term and is
included in gross rental income in the Group Statement of
Comprehensive Income. A rental adjustment is recognised from the
rent review date in relation to unsettled rent reviews, where the
Directors are reasonably certain that the rental uplift will be agreed.
Initial direct costs incurred in negotiating and arranging an operating
lease are recognised as an expense over the lease term on the same
basis as the lease income. Rental income is invoiced, either monthly
or quarterly in advance, and for all rental income that relates to a
future period this is deferred and appears within current liabilities
on the Group Statement of Financial Position.
For leases which contain fixed or minimum uplifts the rental income
arising from such uplifts is recognised on a straight-line basis over
the lease term.
Tenant lease incentives are recognised as a reduction of gross rental
income on a straight-line basis over the term of the lease. The lease
term is the non-cancellable period of the lease together with any
further term for which the tenant has the option to continue the lease
where, at the inception of the lease, the Directors are reasonably
certain that the tenant will exercise that option.
When the Group enters into a pre-let development agreement
no rental income is recognised under the agreement for lease until
practical completion has taken place, at which point rental income
is recognised in the Group Statement of Comprehensive Income
from the rent commencement date.
4.11. Taxation
Taxation on the profit or loss for the period not exempt under UK
REIT regulations comprises current and deferred tax. Current tax is
expected tax payable on any profit not relating to the property rental
business for the year, using tax rates enacted or substantively
enacted at the year-end date, including any adjustment to tax
payable in respect of previous years. A deferred tax asset is
recognised only to the extent that it is probable that future taxable
profits will be available against which the asset can be utilised.
5. New standards issued
5.1. New standard issued and effective from 1 January 2025
The following standard and amendment to existing standards
has been applied in preparing the financial statements.
The following amendments are effective for the period beginning
1 January 2025:
• Disclosures: Supplier Finance Arrangements – Amendments
to IAS 7 and IFRS 7.
There was no material effect from the adoption of the
above-mentioned amendments to IFRS effective in the period.
They have no significant impact to the Group as they are either
not relevant to the Group’s activities or require accounting which
is already consistent with the Group’s current accounting policies.
5.2. New standards issued but not yet effective
The following standards and amendments are effective for the
annual reporting period beginning 1 January 2027:
• IFRS 18 “Presentation and Disclosure in Financial Statements”;
• IFRS 19 “Subsidiaries without Public Accountability: Disclosures”.
The Group is assessing the impact of IFRS 18, issued by the IASB in
April 2024, which replaces IAS 1 and introduces major amendments
to IFRS Standards, including IAS 8. While IFRS 18 does not affect
recognition or measurement, it will significantly impact presentation
and disclosure, including, but not limited to profit or loss categorisation,
aggregation/disaggregation, labelling and management-defined
performance measures. The Group does not expect to be eligible
to apply IFRS 19.
There are no standards that are not yet effective that would be
expected to have a material impact on the Group in the current or
future reporting periods and on the foreseeable future transactions.
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
126
6. Total property income
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Rental income – freehold property
262.1
225.5
Rental income – long leasehold property
37.8
33.8
Spreading of tenant incentives and guaranteed rental uplifts
12.2
21.4
Other income
0.4
0.4
Gross rental income
312.5
281.1
Property insurance recoverable
5.1
4.9
Service charges recoverable
10.1
8.2
Total property insurance and service charge income
15.2
13.1
Total property income
327.7
294.2
There was one individual tenant representing more than 10% of gross rental income, constituting £36.9 million of rental income in 2025
(2024: £37.3 million).
7. Service charge expense
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Property insurance expense
5.0
5.2
Service charge expense
11.9
10.4
Total property expenses
16.9
15.6
8. Other operating income
Year ended Year ended
31 December 31 December
2025 2024
£m £m
DMA income
74.7
67.4
Sale of land
29.4
18.9
Total other operating income
104.1
86.3
9. Other operating costs
Year ended Year ended
31 December 31 December
2025 2024
£m £m
DMA expense
59.2
47.2
Cost of land
29.4
16.1
Total other operating costs
88.6
63.3
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
127
10. Administrative and other expenses
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Investment management fees
27.2
24.6
Directors’ remuneration (note 11)
0.6
0.5
Auditor’s fees:
Fees payable for the audit of the Company’s annual accounts
0.8
0.8
Fees payable for the review of the Company’s interim accounts
0.1
0.1
Fees payable for the audit of the Company’s subsidiaries
0.2
0.1
Total Auditor’s fee
1.1
1.0
Development management fees
1.0
1.0
Corporate administration fees
1.4
0.8
Regulatory fees
0.2
0.2
Legal and professional fees
2.2
1.8
Marketing and promotional fees
1.4
1.6
Other costs
2.0
2.2
Total administrative and other expenses
37.1
33.7
11. Directors’ remuneration
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Directors’ fees
0.5
0.4
Employer’s National Insurance
0.1
0.1
Total Directors’ remuneration
0.6
0.5
12. Finance income
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Interest received on bank deposits
1.9
0.7
Interest received on swaps and other derivatives
6.2
7.7
Total finance income
8.1
8.4
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
128
13. Finance expense
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Interest payable on bank borrowings
47.4
36.9
Interest payable on loan notes
31.0
29.8
Amortisation of loan arrangement fees
4.4
4.3
Commitment fees payable on bank borrowings
2.5
2.7
Unwinding of deferred consideration
0.4
0.4
Unwinding of discount on fixed rate debt
6.1
3.8
91.8
77.9
Borrowing costs capitalised against development properties
1
(14.8)
(6.0)
Total finance expense
77.0
71.9
1. The rate at which interest is capitalised is the Group’s weighted average cost of debt for logistical assets and the marginal cost of debt for the data centre pipeline.
The increase in capitalised interest during the year primarily reflects significant capital deployed into data centre development projects, with
the majority of spend occurring in Q1 2025. Data centre developments have materially longer lead times than logistics assets, resulting in
interest being capitalised from the point of land drawdown or infrastructure commencement. In addition, the Group’s joint venture with EDF
applies a finance rate aligned to the borrowing cost under the corporate RCF, which is approximately 150 bps above the Group’s average cost
of debt. As a result, interest capitalised on data centre developments is proportionately higher than on logistics projects.
14. Taxation
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Tax charge
—
0.3
The UK corporation tax rate for the financial year is 25%. Accordingly, this rate has been applied in the measurement of the Group’s tax liability
at 31 December 2024.
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Profit on ordinary activities before taxation
363.3
445.8
Theoretical tax at UK corporation tax rate of 25% (31 December 2024: 25%)
90.8
111.5
REIT exempt income
(58.6)
(50.2)
Non-taxable items
(39.3)
(62.3)
Residual losses
7.1
1.3
Total tax charge
—
0.3
Non-taxable items include income and gains that are derived from the property rental business and are therefore exempt from UK corporation
tax in accordance with Part 12 of CTA 2010.
REIT exempt income includes property rental income that is exempt from UK corporation tax in accordance with Part 12 of CTA 2010.
The current-year tax asset of £2.0 million (2024: £2.0 million) reflects tax overpayments made on expected non-property rental profits
for the year.
A deferred tax liability is recognised for appropriation tax charges of £2.0 million (2024: £1.9 million) in relation to the business combination
which occurred in 2019.
A deferred tax asset is not recognised for UK revenue losses or capital losses where their future utilisation is uncertain. At 31 December 2025,
the total of such losses was £47.9 million (2024: £52.5 million) and the potential tax effect of these was £12.0 million (2024: £13.1 million)
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
129
15. Earnings per share
Earnings per share “EPS” are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the
weighted average number of Ordinary Shares in issue during the period.
The calculation of basic and diluted earnings per share is based on the following:
Net profit
attributable to Weighted average
Ordinary number of Earnings
Shareholders
Ordinary Shares
1
per share
For the year ended 31 December 2025 £m ’000 pence
Basic EPS
363.3
2,523,753
14.39p
Dilutive shares in respect of the deferred consideration to be issued in relation to the
acquisition of the logistics portfolio from Blackstone
1,705
Diluted EPS
363.3
2,525,458
14.38p
Adjustments to remove:
Changes in fair value of investment property
(198.6)
Changes in fair value of interest rate derivatives
7.3
Share of profit from joint ventures
(0.1)
Gain on disposal of investment properties
11.5
Amortisation of other property assets
0.9
Changes in fair value of financial asset
1.5
Gain on early redemption of bond
(2.2)
Impairment of intangible contract and other property assets
29.1
Basic EPRA EPS
1
212.7
2,523,753
8.43p
Dilutive shares in respect of the deferred consideration to be issued in relation to the
acquisition of the logistics portfolio from Blackstone
1,705
Diluted EPRA EPS
212.7
2,525,458
8.42p
Adjustments to include:
Fixed rental uplift adjustments
(2.6)
Amortisation of loan arrangement fees and intangibles
4.3
Unwinding of discount on fixed rate debt and deferred consideration
6.5
Exceptional items
2.1
Rent guarantees
0.8
Basic Adjusted EPS
1
223.8
2,523,753
8.87p
Dilutive shares in respect of the deferred consideration to be issued in relation to the
acquisition of the logistics portfolio from Blackstone
1,705
Diluted Adjusted EPS
223.8
2,525,458
8.86p
1. Based on the weighted average number of Ordinary Shares in issue throughout the year.
Net profit
attributable to Weighted average
Ordinary number of Earnings
Shareholders
Ordinary Shares
1
per share
For the year ended 31 December 2024 £m ’000 pence
EPS – basic and diluted
445.5
2,264,719
19.67p
Adjustments to remove:
Changes in fair value of investment property
(243.7)
Changes in fair value of interest rate derivatives
5.3
Share of profit from joint ventures
(0.1)
Gain on disposal of investment properties
(8.4)
Amortisation of other property assets
0.60
Changes in fair value of financial asset
(0.9)
Impairment of intangible contract and other property assets
4.00
EPRA EPS
1
– basic and diluted
202.3
2,264,719
8.93p
Adjustments to include:
Fixed rental uplift adjustments
(8.9)
Amortisation of loan arrangement fees and intangibles
4.1
Unwinding of discount on fixed rate debt and deferred consideration
4.2
Adjusted EPS
1
– basic and diluted
201.7
2,264,719
8.91p
1. Based on the weighted average number of Ordinary Shares in issue throughout the year.
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
130
15. Earnings per share continued
Adjusted earnings is a performance measure used by the Board to assess the Group’s dividend payments. The metric reduces EPRA earnings
by other non-cash items credited or charged to the Group Statement of Comprehensive Income, such as fixed rental uplift adjustments and
amortisation of loan arrangement fees.
Fixed rental uplift adjustments relate to adjustments to net rental income on leases with fixed or minimum uplifts embedded within their review
profiles. The total minimum income recognised over the lease term is recognised on a straight-line basis and therefore not fully supported by
cash flows during the early term of the lease, but this reverses towards the end of the lease.
16. Dividends paid
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Fourth interim dividend in respect of period ended 31 December 2024 at 2.185 pence per Ordinary Share
(fourth interim for 31 December 2023 at 2.050 pence per Ordinary Share)
54.2
39.0
First interim dividend in respect of year ended 31 December 2025 at 1.915 pence per Ordinary Share
(31December 2024: 1.825 pence)
47.5
45.3
Second interim dividend in respect of year ended 31 December 2025 at 1.915 pence per Ordinary Share
(31December 2024: 1.825 pence)
47.5
45.3
Third interim dividend in respect of year ended 31 December 2025 at 1.915 pence per Ordinary Share
(31December 2024: 1.825 pence)
51.7
45.3
Total dividends paid
200.9
174.9
Total dividends paid for the year (pence per share)
5.745
5.475
Total dividends unpaid but declared for the year (pence per share)
2.255
2.185
Total dividends declared for the year (pence per share)
8.000
7.660
On 26 February 2026, the Company approved the fourth interim dividend for declaration in respect of the year ended 31 December 2025 of 2.255
pence per share payable on 27 March 2026. The total dividends declared for the year of 8.00 pence are all property income distribution (“PID”).
17. Investment property
In accordance with IAS 40, investment property is stated at fair value as at 31 December 2025. The investment property has been
independently valued by CBRE Limited (“CBRE”), Jones Lang LaSalle Limited (“JLL”) and Colliers International Valuation UK LLP (“Colliers”),
who are accredited independent valuers with recognised and relevant professional qualifications and with recent experience in the locations
and categories of the investment properties being valued. CBRE and JLL value all investment property with leases attached or assets under
construction. Colliers values all land holdings and land options. The valuations have been prepared in accordance with the RICS Valuation –
Global Standards January 2025 (the “Red Book”) and incorporate the recommendations of the International Valuation Standards and the RICS
Valuation – Professional Standards UK January 2024, which are consistent with the principles set out in IFRS 13.
The valuers, in forming their opinion, make a series of assumptions, which are market related, such as Net Initial Yields and expected rental
values, and are based on the valuer’s professional judgement. The valuers have sufficient current local and national knowledge of the
particular property markets involved and have the skills and understanding to undertake the valuations competently. There have been no
changes to the assumptions made in the year as a result of a range of factors, including the macroeconomic environment, availability of debt
finance, and physical and transition risks relating to climate change.
The valuers of the Group’s property portfolio have a working knowledge of the various ways that sustainability and environmental, social and
governance factors can impact value and have considered these, and how market participants are reflecting these in their pricing, in arriving at
their Opinion of Value and resulting valuations as at the date of the Statement of Financial Position. Currently, assets with the highest
standards of ESG are commanding higher rental levels, have lower future capital expenditure requirements and are transacting at lower yields.
The valuations are the ultimate responsibility of the Directors. Accordingly, the Board reviews and challenges the independent valuer’s
methodologies, assumptions and conclusions before approving the final valuations.
All corporate acquisitions during the year and prior year have been treated as asset purchases rather than business combinations because
they are considered to be acquisitions of properties rather than businesses.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
131
17. Investment property continued
Investment Investment Investment
property property property under
freehold long leasehold construction Total
£m £m £m £m
As at 1 January 2025
5,001.5
662.1
265.8
5,929.4
Property additions
1
897.0
167.5
446.2
1,510.7
Fixed rental uplift and tenant lease incentives
2
18.0
0.9
—
18.9
Disposals
(39.0)
—
(21.3)
(60.3)
Transfer of completed property to investment property
195.5
—
(195.5)
—
Transfer from land options
—
—
4.7
4.7
Transfer to assets held for sale
(234.5)
(5.0)
—
(239.5)
Change in fair value during the year
64.3
10.9
132.0
207.2
As at 31 December 2025
5,902.8
836.4
631.9
7,371.1
Investment Investment Investment
property property property under
freehold long leasehold construction Total
£m £m £m £m
As at 1 January 2024
4,004.3
580.9
258.4
4,843.6
Property additions
3
1,090.5
93.8
210.7
1,395.0
Fixed rental uplift and tenant lease incentives
2
20.5
1.9
—
22.4
Disposals
(134.6)
—
(22.2)
(156.8)
Transfer of completed property to investment property
188.4
—
(188.4)
—
Transfer from land options
—
—
21.9
21.9
Transfer to assets held for sale
(326.1)
(34.0)
(80.3)
(440.4)
Change in fair value during the year
158.5
19.5
65.7
243.7
As at 31 December 2024
5,001.5
662.1
265.8
5,929.4
1. Acquisitions include the logistics portfolio acquired from Blackstone at a valuation of £1,000.9 million less a price discount on acquisition of £11.0 million and
other asset acquisitions £75 million.
2. Included within the carrying value of Investment property is £132.6 million (31 December 2024: £114.0 million) in respect of accrued contracted rental uplift
income. This balance arises as a result of the IFRS treatment of leases with fixed or minimum rental uplifts and rent-free periods, which requires the recognition
of rental income on a straight-line basis over the lease term. The difference between this and cash receipts changes the carrying value of the property against
which revaluations are measured.
3. Acquisitions include UKCM assets at a valuation of £1,216.9 million less a price discount on acquisition of £67.8 million and other acquisitions of £245.9 million.
31 December 31 December
2025 2024
£m £m
Investment property at fair value per Group Statement of Financial Position
7,371.1
5,929.4
Assets held for sale
350.9
440.4
Total investment property valuation
7,722.0
6,369.8
The total fair value movement for the year amounted to £198.6 million, comprising a gain of £207.2 million on investment property and a loss of
£8.6 million on assets classified as held for sale (note 20).
31 December 31 December
2025 2024
£m £m
Total investment property valuation
7,722.0
6,369.8
Rental guarantee
20.0
—
Total external valuation of investment properties
7,742.0
6,369.8
The Group has other capital commitments which represent financial commitments made in respect of direct construction, asset management
initiatives and development land. The Group had also completed on the purchase of an investment asset at year end (refer to note 34).
Fees payable under the DMA totalling £3.4 million (2024: £2.5 million) have been capitalised in the year, being directly attributable to completed
development projects during the year.
Fair value hierarchy
The Group considers that all of its investment properties fall within Level 3 of the fair value hierarchy as defined by IFRS 13. There have been no transfers
between Level 1 and Level 2 during any of the periods, nor have there been any transfers between Level 2 and Level 3 during any of the periods.
The valuations have been prepared on the basis of market value (“MV”), which is defined in the RICS Valuation Standards, as:
“The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length
transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”
Market value as defined in the RICS Valuation Standards is the equivalent of fair value under IFRS.
The following descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining fair values are as follows:
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
132
17. Investment property continued
Valuation techniques
The yield methodology approach is used when valuing the Group’s properties which uses market rental values capitalised with a market
capitalisation rate. This is sense-checked against the market comparable method (or market comparable approach) where a property’s fair
value is estimated based on comparable transactions in the market.
For investment property under construction and the land held for development, the properties are valued using both the residual method
approach and comparable method approach. Under the residual approach, the valuer initially assesses the investment value (using the above
methodology for completed properties). Then, the total estimated costs to complete (including notional finance costs and developer’s profit)
are deducted from the value to take into account the hypothetical purchaser’s management of the remaining development process and their
perception of risk with regard to construction and the property market (such as the potential cost overruns and letting risks).
Under the comparable approach, the value of the land is considered in the context of market transactions and what a hypothetical purchaser
may pay for the land, typically on a per acre basis. It is common for the valuer to consider both approaches when formulating their opinion of
value, where appropriate. Land values are sense-checked against the rate per acre derived from actual market transactions.
The key unobservable inputs made in determining fair values are as follows:
Unobservable input: estimated rental value (“ERV”)
The rent per square foot at which space could be let in the market conditions prevailing at the date of valuation.
Passing rents are dependent upon a number of variables in relation to the Group’s property. These include: size, location, tenant covenant
strength and terms of the lease.
Unobservable input: Net Initial Yield
The Net Initial Yield is defined as the initial gross income as a percentage of the market value (or purchase price as appropriate) plus standard
costs of purchase.
Unobservable Inputs
Net Initial Net Initial
31 December 2025 ERV range ERV average Yield range Yield average
Industrials £ psf £ psf % %
South East
6.50 – 23.36
12.53
3.75 – 5.75
4.54
South West
8.00 – 13.99
9.36
3.83 – 5.16
4.82
East Midlands
3.18 – 9.76
8.18
3.53 – 6.06
4.83
West Midlands
7.25 – 12.00
9.14
3.70 – 6.61
4.90
North East
4.90 – 9.76
6.65
4.28 – 5.50
4.90
North West
5.75 – 12.11
9.20
3.90 – 5.56
4.98
Scotland
6.50 – 6.50
6.50
5.50 – 5.95
5.71
Unobservable Inputs
Net Initial Net Initial
31 December 2025 ERV range ERV average Yield range Yield average
Non-strategic £ psf £ psf % %
Office
25.00 – 38.95
31.60
6.16 – 20.79
9.38
Alternative
14.55 – 44.20
25.95
5.35 – 12.10
7.62
Unobservable Inputs
Net Initial Net Initial
31 December 2024 ERV range ERV average Yield range Yield average
Industrials £ psf £ psf % %
South East
6.25 – 19.00
11.52
3.99 – 5.94
4.51
South West
7.00 – 12.07
8.34
3.99 – 4.92
4.57
East Midlands
3.18 – 9.00
7.80
3.55 – 5.46
4.55
West Midlands
7.32 – 10.74
8.80
3.87 – 6.44
4.78
North East
4.90 – 8.00
6.42
4.39 – 5.74
4.93
North West
5.01 – 11.50
8.73
4.10 – 5.72
4.95
Scotland
5.03 – 7.15
6.14
5.50 – 7.53
6.10
Unobservable Inputs
Net Initial Net Initial
31 December 2024 ERV range ERV average Yield range Yield average
Non-strategic £ psf £ psf % %
Office
22.31 – 39.19
30.13
6.72 – 12.85
8.86
Retail
16.59 – 30.88
23.69
5.69 – 7.40
6.51
Alternative
13.63 – 44.20
23.96
4.88 – 14.40
6.66
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
133
17. Investment property continued
Sensitivities of measurement of significant unobservable inputs
As set out within significant accounting estimates and judgements above, the Group’s property portfolio valuation is open to judgements and
is inherently subjective by nature.
As a result, the following sensitivity analysis has been prepared:
-5% in +5% in +0.25% Net -0.25% Net
passing rent passing rent Initial Yield Initial Yield
£m £m £m £m
(Decrease)/increase in the fair value of investment properties
as at 31 December 2025
(337.0)
337.0
(346.7)
386.4
(Decrease)/increase in the fair value of investment properties as at
31 December 2024
(283.2)
283.2
(282.6)
313.9
The above includes data from the standing portfolio and does not include data from investment properties under construction. No reasonable
change in unobservable inputs in relation to investment properties under construction would have a material impact on the carrying value of
investment properties.
18. Investment in land options
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Opening balance
148.8
157.4
Costs capitalised in the year
8.6
16.9
Transferred to investment property
(4.7)
(21.9)
Impairment
1
(28.5)
(3.6)
Closing balance
124.2
148.8
1. An impairment has been recognised in relation to a single site held under a land option, where the Group’s expectation on the possible likelihood and timing of
achieving planning consent changed in the period. Given the site’s national significance, including its potential as a lower-carbon rail freight connected logistics
hub, planning consent was being progressed through a Development Consent Order “DCO” with the ultimate decision made by the Secretary of State. In
March 2025, the Secretary of State did not grant planning consent to the scheme in our proposed form. The impairment represents approximately half of the
overall value of the option and associated costs. The development team is revising its plans for the site on the basis of feedback from the DCO process to seek
alternative routes to its potential development. This impairment has been presented within the Statement of Comprehensive Income within ‘impairment of
intangible and other property assets’.
The average maturity date across land options held is approximately 6.3 years (2024: 7.4 years) term remaining.
Fees payable under the DMA totalling £1.3 million (2024: £2.2 million) have been capitalised in the year, being directly attributable to the
ongoing development projects.
19. Investment in joint ventures
As at 31 December 2025, the Group has three joint ventures which have been equity accounted for.
The Group has the following joint ventures as at 31 December 2025:
Country of
Principal activity
incorporation
Ownership
Joint venture partner
HBB (J16) LLP
Property development
UK
50%
HB Midway Limited
Magnitude Land LLP
Property investment
UK
50%
Pochin Midpoint Limited
Juniper Energy Limited
Power provider
UK
50%
EDF
The registered office for HBB (J16) LLP and Magnitude Land LLP is: Unit B, Grange Park Court, Roman Way, Northampton NN4 5EA,
England. The registered office for Juniper Energy Limited is 72 Broadwick Street, London, W1F 9QZ, England.
31 December 2025
31 December 2024
Total 100% Group’s share Total 100% Group’s share
Net investment £m £m £m £m
At beginning of year
48.8
24.4
49.6
24.8
Total comprehensive income
0.2
0.1
0.2
0.1
Impairment of JV asset
(0.6)
(0.3)
(0.2)
(0.1)
Capital repaid
(1.0)
(0.5)
(0.8)
(0.4)
Cash contributed
3.0
1.5
—
—
As at 31 December 2025
50.4
25.2
48.8
24.4
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
134
19. Investment in joint ventures continued
The joint ventures have a 31 December year end. The aggregate amounts recognised in the Group Statement of Financial Position and
Statement of Comprehensive Income are as follows:
Comprehensive Income Statement
31 December 2025
31 December 2024
Total 100% Group’s share Total 100% Group’s share
Year ended 31 December 2025 £m £m £m £m
Net income
0.2
0.1
0.6
0.3
Administrative expenses
—
—
—
—
Profit before taxation
0.2
0.1
0.6
0.3
Taxation
—
—
—
—
Total comprehensive Profit
0.2
0.1
0.6
0.3
Statement of Financial Position
31 December 2025
31 December 2024
Total 100% Group’s share Total 100% Group’s share
As at 31 December 2025 £m £m £m £m
Investment property
5.8
2.9
5.4
2.7
Options to acquire land
43.2
21.6
43.2
21.6
Non-current assets
49.0
24.5
48.6
24.3
Other receivables
0.4
0.2
—
—
Cash
2.8
1.4
0.6
0.3
Current assets
3.2
1.6
0.6
0.3
Trade and other payables
(1.8)
(0.9)
(0.4)
(0.2)
Current liabilities
(1.8)
(0.9)
(0.4)
(0.2)
Net Assets
50.4
25.2
48.8
24.4
20. Assets held for sale
Industrial Land Non-strategic Total
£m £m £m £m
As at 1 January 2025
79.0
29.4
332.0
440.4
Disposals
(79.0)
(29.4)
(217.8)
(326.2)
Assets held for sale additions
—
—
5.8
5.8
Transferred from investment property
201.1
—
38.4
239.5
FV adjustment
—
—
(8.6)
(8.6)
As at 31 December 2025
201.1
—
149.8
350.9
Industrial Land Non-strategic Total
£m £m £m £m
As at 1 January 2024
—
—
—
—
Transferred from investment property
79.0
29.4
332.0
440.4
As at 31 December 2024
79.0
29.4
332.0
440.4
As shown above, assets held for sale relate to four strategic assets and six non-strategic assets acquired as part of the UKCM acquisition
which management has committed to a disposal plan, with disposal expected to occur within a 12 month period.
Please refer to note 17 details into the inputs and assumptions used in determining the fair value of these assets as at 31 December 2025.
21. Investments
The Group comprises a number of Special Purpose Vehicle “SPV” subsidiaries. All SPV subsidiaries that form these financial statements are
noted within the Company financial statements in note 5.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
135
22. Trade and other receivables
Year ended Year ended
31 December 31 December
2025 2024
Non-current trade and other receivables £m £m
Cash in public institutions
7.5
3.9
The cash in public institutions is a deposit of £7.5 million paid by certain tenants to the Company, as part of their lease agreements.
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Trade receivables
18.1
26.5
Prepayments, accrued income and other receivables
9.8
29.5
Total trade and other receivables
27.9
56.0
The carrying value of trade and other receivables classified at amortised cost approximates fair value. The decrease in trade receivables in the
period was due to an decrease in receivables relating to DMA projects which are now all complete as at 31 December 2025.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade
receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar credit risk and ageing.
The expected loss rates are based on the Group’s historical credit losses experienced over the three-year period prior to the year end. The
historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s clients. The
expected credit loss provision as at 31 December 2025 was £5.0 million (31 December 2024: £3.0 million (restated)). No reasonably possible
changes in the assumptions underpinning the expected credit loss provision would give rise to a material expected credit loss.
23. Cash and cash equivalents
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Cash and cash equivalents
109.5
80.6
Restricted cash
21.1
—
Total cash held at bank
130.6
80.6
Restricted cash is cash where there is a legal restriction to specify its type of use, i.e. cash received from the sale of a secured asset.
Cash and cash equivalents reported in the Consolidated Statement of Cash Flows totalled £109.5 million (2024: £80.6 million) as at the year
end, which excludes long-term restricted and ring-fenced cash deposits totalling £21.1 million (2024: £nil million). Total cash held at bank as
reported in the Group Statement of Financial Position is £130.6 million (2024: £80.6 million).
24. Trade and other payables
Year ended Year ended
31 December 31 December
2025 2024
Non-current trade and other payables £m £m
Other payables
7.5
3.9
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Trade and other payables
94.2
72.5
Bank loan interest payable
18.7
12.1
Deferred consideration
16.9
4.3
VAT
13.1
5.2
Accruals
28.8
18.4
Total trade and other payables
171.7
112.5
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.
25. Borrowings
The Group had a £300 million and £500 million unsecured revolving credit facility “RCF” which provides the Group with a significant level of
operational flexibility. Both facilities are provided by a syndicate of relationship lenders formed of large multi-national banks.
During the period, the Group extinguished its £300 million RCF on 18 June 2025, and the Group entered into a new £400 million RCF
agreement on the same date. The loan matures on 18 June 2030, although the facility benefits from two one-year extension periods.
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
136
25. Borrowings continued
The Group also extinguished its £150 million RCF, which included a fixed element of £75 million, drawn at inception, with the remaining £75
million being variable on 18 June 2025. The Group entered into a new fixed amount £150 million agreement on the same date. The loan
matures on 18 October 2027, although the facility benefits from three one-year extension periods and one two-year extension periods.
As part of the acquisition of the logistics portfolio from Blackstone, the Group entered into a £650 million bridge facility with Santander. This
facility expires on 15 October 2026; however, the Group benefits from three six-month extension options, at the sole discretion of the
Company thus effectively making the expiry date 15 April 2028.
The Group also issued a new £300 million 7 year bond, at a rate of 4.75%, which will mature on 12 November 2032. At the same time of
issuing this bond, the Group offered an early redemption option on the 2026 bonds of which £184.4 million of the £250 million was redeemed,
and thus the remaining £65.6 million will mature on 14 December 2026.
As of 31 December 2025, 55% (December 2024: 63%) of the Group’s drawn debt is fixed term, with 45% floating term (December 2024: 37%).
Including interest rate hedging, the Group has fixed term or hedged facilities totalling 72.7% of drawn debt as of 31 December 2025
(December 2024: 93.4%).
The weighted average cost of debt was 3.58% as of 31 December 2025 (December 2024: 3.05%). On the same date, the Group had undrawn
debt commitments of £577.0 million (31 December 2024: £519.0 million).
To remain compliant with its tightest financial covenants, the Group must maintain an interest cover above 1.5x, a loan-to-value ratio below
60%, and a gearing ratio below 150%. As at 31 December 2025, the Group had an interest cover of 4.1x, a loan-to-value ratio of 33.2%, and a
gearing ratio of 54.1%. Consequently, the Group has adhered to all these covenants throughout the year and is also expected to comfortably
meet these targets over the next twelve-months.
A large part of the Group’s borrowings are unsecured financing arrangements. Below is a summary of the drawn and undrawn bank
borrowings for the period:
Bank borrowings Bank borrowings
drawn undrawn Total
£m £m £m
As at 1 January 2025
843.9
519.0
1,362.9
Bank borrowings drawn in the year under existing facilities
480.0
(480.0)
—
Bank borrowings repaid in the year under existing facilities
(383.0)
383.0
—
Cancellation of bank borrowing facility on refinancing
(263.0)
(112.0)
(375.0)
New bank borrowing facility
830.0
267.0
1,097.0
As at 31 December 2025
1,507.9
577.0
2,084.9
Bank borrowings Bank borrowings
drawn undrawn Total
£m £m £m
As at 1 January 2024
481.9
531.0
1,012.9
Bank borrowings drawn in the year under existing facilities
265.0
(265.0)
—
Bank borrowings repaid in the year under existing facilities
(178.0)
178.0
—
Book value of UKCM borrowings
200.0
—
200.0
New bank borrowing facility
75.0
75.0
150.0
As at 31 December 2024
843.9
519.0
1,362.9
31 December 31 December
2025 2024
£m £m
Bank borrowings drawn: due in more than one year
1,507.9
843.9
Less: unamortised costs on bank borrowings
(8.3)
(6.7)
Fair value gain on UKCM borrowings on acquisition
(19.5)
(25.5)
Total net drawn bank borrowings
1,480.1
811.7
31 December 31 December
2025 2024
Current bonds £m £m
2.625% Bonds 2026
65.6
—
Total net current bonds
65.6
—
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
137
25. Borrowings continued
31 December 31 December
2025 2024
Non-current bonds £m £m
2.625% Bonds 2026
—
249.8
3.125% Bonds 2031
248.5
248.3
4.750% Bonds 2032
297.1
—
1.500% Green Bonds 2033
247.7
247.4
2.860% USPP 2028
250.0
250.0
2.980% USPP 2030
150.0
150.0
Less: unamortised costs on loan notes
(5.1)
(3.7)
Total net non-current bonds
1,188.2
1,141.8
The weighted average term to maturity of the Group’s debt as at the year end is 4.3 years (31 December 2024: 4.7 years).
Maturity of borrowings
31 December 31 December
2025 2024
£m £m
Repayable less than one year
65.6
—
Repayable between one and two years
340.0
424.0
Repayable between two and five years
1,467.9
819.9
Repayable in over five years
900.0
750.0
Total borrowings repayable
2,773.5
1,993.9
26. Interest rate derivatives
To manage the interest rate risk from variable rate loans, the Group has entered into several interest rate derivatives. These include interest rate
caps and one interest rate swap, which fix or cap the rate to which compounded SONIA can rise. These derivatives match the initial term of
the respective loans.
As of the year end, the weighted average capped rate, excluding any margin payable, was 2.71% (2024: 2.59%). This effectively caps the level
to which SONIA can rise on £389.3 million (2024: £349.3 million) of notional hedged debt, limiting the impact of an interest rate rise on this
amount. The interest rate derivatives ensure that 72.7% of the Group’s drawn borrowings at the year end have a fixed or hedged interest rate.
The Group’s average cost of debt at year end was 3.58% (2024: 3.05%). The total premium paid during the year to secure the interest rate
caps was £1.8 million (2024: £1.8 million).
The Group aims to hedge at least 90% of its total drawn debt portfolio using interest rate derivatives or fixed-rate loan arrangements. As the
new Santander facility has an initial term of only 12 months and the Groups intention is to refinance this facility, we have chosen not to hedge
it. As a result, the Group had either fixed or capped rates on 72.7% of its drawn debt at the year end (31 December 2024: 93.4%). Excluding
the Santander facility, 93.7% of drawn debt is at fixed or capped rates.
31 December 31 December
2025 2024
£m £m
Non-current assets: interest rate derivatives
2.8
7.6
The interest rate derivatives are valued by the relevant counterparty banks on a quarterly basis in accordance with IFRS 9. Any movement
in the mark-to-market values of the derivatives are taken to the Group Statement of Comprehensive Income
31 December 31 December
2025 2024
£m £m
Interest rate derivative valuation brought forward
7.6
11.1
Premium paid
2.5
1.8
Changes in fair value of interest rate derivatives
(7.3)
(5.3)
Total interest rate derivatives
2.8
7.6
31 December 31 December
2025 2024
Drawn Drawn
£m £m
Total borrowings drawn (note 27)
2,773.5
1,993.9
Notional value of effective interest rate derivatives and fixed-rate loans
2,016.4
1,862.3
Proportion of hedged debt
72.7%
93.4%
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
138
26. Interest rate derivatives continued
Fair value hierarchy
The fair value of Group’s interest rate derivatives is recorded in the Group Statement of Financial Position and is determined by forming an
expectation that interest rates will exceed strike rates and discounting these future cash flows at the prevailing market rates as at the year end.
This valuation technique falls within Level 2 of the fair value hierarchy as defined by IFRS 13. There have been no transfers between Level 1
and Level 2 during any of the years, nor have there been any transfers between Level 2 and Level 3 during any of the years.
27. Financial risk management
Financial instruments
The Group’s principal financial assets and liabilities are those that arise directly from its operations: trade and other receivables, trade and
other payables and cash held at bank. The Group’s other principal financial assets and liabilities are bank borrowings and interest rate
derivatives. The main purpose of bank borrowings and derivatives is to finance the acquisition and development of the Group’s investment
property portfolio and hedge against the interest rate risk arising.
Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are carried in the
financial statements:
Book value Fair value Book value Fair value
31 December 31 December 31 December 31 December
2025 2025 2024 2024
£m £m £m £m
Financial assets
Interest rate derivatives
2.8
2.8
7.6
7.6
Trade and other receivables
1
18.1
18.1
26.5
26.5
Cash held at bank
130.6
130.6
80.6
80.6
Financial liabilities
Trade and other payables
2
158.6
158.6
107.3
107.3
Borrowings
2,766.8
2,626.7
1,989.4
1,797.0
1. Excludes certain VAT, prepayments and other debtors.
2. Excludes tax and VAT liabilities.
Financial assets, interest rate derivatives are the only financial instruments measured at fair value through profit and loss. All other financial
assets and all financial liabilities are measured at amortised cost. All financial instruments were designated in their current categories upon
initial recognition.
The following table sets out the fair value of those financial liabilities measured at amortised cost where there is a difference between book
value and fair value.
Quoted prices in Significant Significant
active markets observable inputs unobservable
Total (Level 1) (Level 2) inputs (Level 3)
Date of valuation £m £m £m £m
Borrowings
31 December 2025
1,480.9
1,148.9
332.0
—
Borrowings
31 December 2024
1,315.1
992.5
322.6
—
The Group has four fixed-rate loans totalling £362.0 million, provided by PGIM (£90.0 million), Canada Life (£72.0 million) and Barings (£200.0
million). The fair value is determined by discounting the delta between contractual and market cash flows at a weighted average cost of capital
discount rate. Market cash flows were built using the 12-year UK Gilt of 4.77% with an implied margin of 1.74% for the 2027 loan and 1.65% for
the 2031 loan. The loans are considered to be a Level 2 fair value measurement. For all other bank loans there is considered no other
difference between fair value and carrying value.
The fair value of financial liabilities traded on active liquid markets, including the 2.625% Bonds 2026, 3.125% Bonds 2031, 4.75% Bonds 2032,
1.5% Bonds 2033, 2.860% USPP 2028 and 2.980% USPP 2030, is determined with reference to the quoted market prices. These financial
liabilities are considered to be a Level 1 fair value measure.
The fair value of the financial liabilities at Level 1 fair value measure were £1,148.9 million (2024: £992.5 million) and the financial liabilities at
Level 2 fair value measure were £332.0 million (2024: £322.6 million).
Risk management
The Group is exposed to market risk (including interest rate risk), credit risk and liquidity risk. The Board oversees the management of these
risks. The Board of Directors reviews and agrees policies for managing each of these risks that are summarised below.
Market risk
Market risk is the risk that the fair values of financial instruments will fluctuate because of changes in market prices. The financial instruments
held by the Group that are affected by market risk are principally the Group’s cash balances and bank borrowings along with a number of
interest rate derivatives entered into to mitigate interest rate risk.
The Group monitors its interest rate exposure on a regular basis. A sensitivity analysis performed to ascertain the impact on the Group
Statement of Comprehensive Income and net assets of a 100 basis point shift in interest rates would result in an increase of £11.5 million
(2024: £4.8 million) or a decrease of £11.5 million (2024: £4.8 million).
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
139
27. Financial risk management continued
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risks from both its leasing activities and financing activities, including deposits with banks and financial
institutions. Credit risk is mitigated by tenants being required to pay rentals in advance under their lease obligations. The credit quality of the
tenant is assessed based on an extensive credit rating scorecard at the time of entering into a lease agreement.
Outstanding trade receivables are regularly monitored. The maximum exposure to credit risk at the reporting date is the carrying value of each
class of financial asset. We conduct ongoing covenant analysis of our clients and strengthened our team to support this work during the
period. The analysis combines publicly available financial and trading information with our own observations and customer conversations as
well as the opinions of third-party professionals to form a view over the credit risk of counter-parties under our leases.
Trade receivables
Trade receivables, primarily tenant rentals, are presented in the Group Statement of Financial Position net of allowances for doubtful
receivables and are monitored on a case-by-case basis. Credit risk is primarily managed by requiring tenants to pay rentals in advance and
performing tests around strength of covenant prior to acquisition and on an ongoing annual basis.
Credit risk related to financial instruments and cash deposits
One of the principal credit risks of the Group arises with the banks and financial institutions. The Board of Directors believes that the credit risk
on short-term deposits and current account cash balances is limited because the counterparties are banks, who are committed lenders to the
Group, with high credit ratings assigned by international credit-rating agencies.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital, the finance charges, principal repayments on its borrowings and its
commitments under development arrangements. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they
fall due, as the majority of the Group’s assets are property investments and are therefore not readily realisable. The Group’s objective is to
ensure it has sufficient available funds for its operations and to fund its capital expenditure. This is achieved by continuous monitoring of
forecast and actual cash flows by management, ensuring it has appropriate levels of cash and available drawings to meet liabilities as
they fall due.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
Less than Between Between More than
1 Year 1 and 2 years 2 and 5 years 5 years Total
£m £m £m £m £m
31 December 2025
Borrowings
168.8
436.0
1,609.5
945.4
3,159.7
Trade and other payables
171.7
—
—
7.5
179.2
340.5
436.0
1,609.5
952.9
3,338.9
31 December 2024
Borrowings
67.9
486.6
937.9
783.7
2,276.1
Trade and other payables
112.5
—
—
3.9
116.4
180.4
486.6
937.9
787.6
2,392.5
Included within the contracted payments is £386.2 million (2024: £282.3 million) of loan interest payable up to the point of maturity across
the facilities.
28. Capital management
The Board, with the assistance of the Investment Manager, monitors and reviews the Group’s capital so as to promote the long-term success
of the business, facilitate expansion and to maintain sustainable returns for Shareholders. The Group considers proceeds from share
issuances, bank borrowings and retained earnings as capital. The Group’s policy on borrowings is as set out below:
The level of borrowing will be on a prudent basis for the asset class, and will seek to achieve a low cost of funds, while maintaining flexibility
in the underlying security requirements, and the structure of both the portfolio and the REIT Group.
The Directors intend that the Group will maintain a conservative level of aggregate borrowings with a medium-term target of 30%–35% of the
Group’s gross assets.
The Group has complied with all covenants on its borrowings up to the date of this report (see note 25). All of the targets mentioned above sit
comfortably within the Group’s covenant levels, which include loan to value (“LTV”), interest cover ratio and loan to projected project cost ratio.
The Group LTV at the year end was 33.2% (2024: 28.8%) and there is substantial headroom within existing covenants.
Debt is drawn at the asset and corporate level, subject to the assessment of the optimal financing structure for the Group and having
consideration to key metrics including lender diversity, debt type and maturity profiles.
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
140
29. Equity reserves
Share capital
The share capital relates to amounts subscribed for share capital at its nominal value:
31 December 31 December 31 December 31 December
2025 2025 2024 2024
Issued and fully paid at 1 pence each Number £m Number £m
Balance at beginning of year – £0.01 Ordinary Shares
2,480,677,459
24.8
1,903,738,325
19
Share issued from acquisitions
221,444,706
2.2
576,939,134
5.8
Balance at end of year
2,702,122,165
27.0
2,480,677,459
24.8
On 22 October 2025, the Company issued 221.4 million Ordinary Shares at a fair value of 148.6p per share (1p nominal value and a premium
of 147.6p). These shares were issued as part of the consideration for acquiring 100% interest in a logistics portfolio from Blackstone.
On 17 May 2024, the Company issued 576.9 million Ordinary Shares at a fair value of 166.9p per share (1p nominal value and a premium of
165.9p). These shares were issued as consideration for acquiring 100% of the issued share capital of UK Commercial Property REIT.
Shareholders of UK Commercial Property REIT were entitled to receive 0.444 shares for each UK Commercial Property REIT share they held.
Share premium
The share premium relates to amounts subscribed for share capital in excess of its nominal value.
Merger reserve
Movements in the current year relate to the shares issued in relation to the acquisition of the logistics portfolio from Blackstone, as described
above (refer to note 17).
Movements in the prior year relate to the shares issued in relation the UKCM merger, as described above (refer to note 17).
Capital reduction reserve
In 2015, 2018 and 2023, the Company by way of Special Resolution cancelled the then value of its share premium account, by an Order of the
High Court of Justice, Chancery Division. As a result of these cancellations, £422.6 million, £932.4 million and £764.4 million respectively were
transferred from the share premium account into the capital reduction reserve account. The capital reduction reserve account is classed as a
distributable reserve. Movements in the current year relate to dividends paid.
Retained earnings
Retained earnings relates to all net gains and losses not recognised elsewhere.
30. Net asset value (“NAV”) per share
Basic NAV per share is calculated by dividing net assets in the Group Statement of Financial Position attributable to ordinary equity holders of
the Parent by the number of Ordinary Shares outstanding at the end of the year. As there are dilutive instruments outstanding, both basic and
diluted NAV per share are shown below.
31 December 31 December
2025 2024
£m £m
Net assets per Group Statement of Financial Position
5,058.9
4,567.4
EPRA NTA
5,073.4
4,603.2
Ordinary Shares:
Issued share capital (number)
2,702,122,164
2,480,677,459
Net asset value per share
187.22p
184.12p
Dilutive shares in issue (number)
8,766,896
—
Net asset value per share – dilutive
187.09p
184.12p
31 December 2025
31 December 2024
EPRA NTA EPRA NRV EPRA NDV EPRA NTA EPRA NRV EPRA NDV
£m £m £m £m £m £m
NAV attributable to shareholders
5,058.9
5,058.9
5,058.9
4,567.4
4,567.4
4,567.4
Revaluation of land options
17.7
17.7
17.7
18.0
18.0
18.0
Mark-to-market adjustments of
derivatives
(2.8)
(2.8)
—
18.5
18.5
—
Intangibles
(0.4)
—
—
(0.7)
—
—
Fair value of debt
—
—
140.1
—
—
192.4
Real estate transfer tax
—
534.6
—
—
444.6
—
NAV
5,073.4
5,608.4
5,216.7
4,603.2
5,048.5
4,777.8
NAV per share
187.76p
207.56p
193.06p
185.56p
203.51p
192.60p
Dilutive NAV per share
187.63p
207.37p
192.91p
185.56p
203.51p
192.60p
See notes to the EPRA NAV calculations for further details.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
141
31. Operating leases
The future minimum lease payments under non-cancellable operating leases receivable by the Group are as follows:
Less than Between Between Between Between More than
1 year 1 and 2 years 2 and 3 years 3 and 4 years 4 and 5 years 5 years Total
£m £m £m £m £m £m £m
31 December 2025
329.1
325.5
322.4
315.9
303.5
2,347.1
3,943.5
31 December 2024
295.3
284.1
274.8
247.4
232.8
1,952.1
3,286.5
The majority of the Group’s investment properties are leased to single tenants, some of which have guarantees attached, under the terms of a
commercial property lease. Each has upward-only rent reviews that are linked to either RPI/CPI, open market or with fixed uplifts. The
weighted average unexpired lease term is 9.6 years (2024: 10.3 years).
32. Transactions with related parties
For the year ended 31 December 2025, all Directors and some of the Members of the Manager are considered key management personnel.
The terms and conditions of the Investment Management Agreement are described in the Management Engagement Committee Report.
Details of the amount paid for services provided by Tritax Management LLP (“the Manager”) are provided in note 11.
The total amount payable in the period relating to the Investment Management Agreement was £27.2 million (31 December 2024: £24.6
million), with the total amount outstanding at the period end was £7.1 million (31 December 2024: £6.6 million).
The Manager receives a net fee relating to asset management services provided to three properties which are 4% owned by the Group,
amounting to £0.05 million for the period ended 31 December 2025 (31 December 2024: £0.05 million).
The total expense recognised in the Group Statement of Comprehensive Income relating to share-based payments under the Investment
Management Agreement was £5.5 million (2024: £5.0 million), of which £2.8 million (2024: £2.7 million) was outstanding at the year end.
Details of amounts paid to Directors for their services can be found within the Directors’ Remuneration Report.
During the year the six Members of the Manager included Colin Godfrey, James Dunlop, Henry Franklin, Petrina Austin, Bjorn Hobart and
Frankie Whitehead.
During the year, the Directors who served during the year received the following dividends Aubrey Adams: £23,790 (2024: £21,345), Alastair
Hughes: £6,089 (2024: £5,157), Richard Laing: £6,234 (2024: £5,329), Karen Whitworth £4,797 (2024: £3,942) Wu Gang £682 (2024: £524) and
Elizabeth Brown £1,616 (2024: £1,534) . See note 11 and Directors’ Remuneration Report for further details.
During the year the Members of the Manager received the following dividends: Colin Godfrey: £216,066 (2024: £225,247), James Dunlop:
£251,826 (2024: £220,554), Henry Franklin: £182,534 (2024: £163,645), Petrina Austin: £34,545 (2024: £29,564), Bjorn Hobart: £38,874 (2024:
£33,672) and Frankie Whitehead £22,048 (2024: £17,174).
With regards to Tritax Management’s part originating the data centre opportunity for the Group:
• In the current year it has received £6.1 million in consideration for its 50% ownership of the JV, including a first right of refusal for the
Company on the Manager’s data centre pipeline;
• It will receive a development management fee, in line with market terms, of up to 5% of the development cost of the scheme, contingent
upon receiving planning consent; and
• It will receive a profit share of 17.5% of the total Phase 1 development profits, contingent upon full delivery of a practically completed and let
data centre, of which 50% will be applied to the subscription or acquisition of shares in the Company.
33. Reconciliation of liabilities to cash flows from financing activities
Derivative
financial
Borrowings instruments Loan notes Total
£m £m £m £m
Balance on 1 January 2025
811.6
(7.5)
1,141.8
1,945.9
Cash flows from financing activities:
Bank borrowings advanced
1,310.0
—
—
1,310.0
Bank borrowings repaid
(646.0)
—
—
(646.0)
Issue of loan notes
—
297.0
297.0
Early redemption of loan notes
—
—
(181.9)
(181.9)
Interest rate cap premium paid
—
(2.5)
—
(2.5)
Loan arrangement fees paid
(3.7)
—
(4.7)
(8.4)
Non-cash movements:
Amortisation of loan arrangement fees
2.1
—
1.5
3.6
Fair value movement
6.1
7.3
—
13.4
Balance on 31 December 2025
1,480.1
(2.7)
1,253.7
2,731.1
In addition to the above cash flow movements in borrowings, interest was also paid of £60.2 million (2024: £60.6 million); this is included in the
movement in accruals.
Notes to the Consolidated Accounts continued
Tritax Big Box REIT plc Annual Report 2025
142
33. Reconciliation of liabilities to cash flows from financing activities continued
Derivative
financial
Borrowings instruments Loan notes Total
£m £m £m £m
Balance on 1 January 2024
474.7
(11.1)
1,140.5
1,604.1
Cash flows from financing activities:
Bank borrowings advanced
340.0
—
—
340.0
Bank borrowings repaid
(178.0)
—
—
(178.0)
Interest rate cap premium paid
—
(1.8)
—
(1.8)
Loan arrangement fees paid
(1.0)
—
(0.2)
(1.2)
Non-cash movements:
Change in creditors for loan arrangement fees payable
174.5
—
—
174.5
Amortisation of loan arrangement fees
1.4
—
1.5
2.9
Fair value movement
—
5.4
—
5.4
Balance on 31 December 2024
811.6
(7.5)
1,141.8
1,945.9
34. Capital commitments
The Group had capital commitments of £46.8 million in relation to its development activity, asset management initiatives and commitments
under development land, outstanding as at 31 December 2025 (31 December 2024: £128.1 million). All commitments fall due within one year
from the date of this report.
35. Subsequent events
In January and February 2026, the Company sold £13.3 million of non-strategic assets and exchanged £11.4 million of logistics
investment assets.
There were no other significant events occurring after the reporting period, but before the financial statements were authorised for issue.
36. Asset acquisition
The Group acquired all the shares of a logistics portfolio from Blackstone. The shares issued in consideration for the acquisition qualify for
merger relief and as a result no share premium has been recognised and merger reserve has been established. The target operations were
solely the ownership of investment properties complete with extant tenant operating leases along with related cash, other associated assets
and working capital balances.
The consideration paid partly in shares of the company and in cash which has been allocated across the net assets acquired by fair valuing
working capital acquired (given the short term nature of the amounts these values have been taken to represent cost), fair valuing cash
acquired (being the principal amount) with the remaining consideration being allocated across the investment properties acquired (refer
to note 17).
22 October
2025
Assets and liabilities acquired: £m
Investment property fair value
1,000.9
Discount to cost on acquisition
(11.0)
Investment property recognised at cost
989.9
Cash
23.4
Other net assets
(21.6)
Acquisition costs
(17.4)
Total consideration paid
974.3
Consideration paid – shares
329.1
Deferred consideration
13.0
Consideration paid – Cash
632.2
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
143
Company Statement of Financial Position
As at 31 December 2025
Company Registration Number: 08215888
Note
At
31 December
2025
£m
At
31 December
2024
£m
Fixed assets
Investment in subsidiaries 5 4,201.4 3,798.9
Financial assets 0.6 —
Interest rate derivatives 10 0.5 0.7
Total fixed assets 4,202.5 3,799.6
Current assets
Debtors 6 2,128.8 1,278.3
Cash held at bank 7 20.2 7.6
Total current assets 2,149.0 1,285.9
Creditors: amounts falling due within one year
Creditors 8 (46.4) (23.9)
Loans from Group companies (423.1) (174.6)
Bank borrowings 9 (65.6) —
Total current liabilities (535.1) (198.5)
Total net assets 1,613.9 1,087.4
Total net assets less current liabilities 5,816.4 4,887.0
Non-current liabilities
Bank borrowings 9 (1,090.6) (426.1)
Loan notes 9 (1,188.2) (1,141.8)
Total non-current liabilities (2,278.8) (1,567.9)
Total net assets 3,537.6 3,319.1
Equity
Share capital 11 27.0 24.8
Share premium reserve 49.2 49.2
Capital reduction reserve 1,088.1 1,289.0
Merger reserve 1,283.9 957.0
Retained earnings 1,089.4 999.1
Total equity 3,537.6 3,319.1
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own
profit and loss account in these financial statements. The profit attributable to the Parent Company for the year ended 31 December 2025
amounted to £90.3 million (31 December 2024: £1 61 .6 million).
These financial statements were approved by the Board of Directors on 26 February 2026 and signed on its behalf by:
Aubrey Adams OBE, FCA, FRICS
Independent Chair
Tritax Big Box REIT plc Annual Report 2025
144
Company Statement of Changes in Equity
For the year ended 31 December 2025
Undistributable reserves Distributable reserves
Note
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Capital
reduction
reserve
£m
Retained
earnings
£m
Total
£m
1 January 2025 24.8 49.2 957.0 1,289.0 999.1 3,319.1
Profit for the year and total
comprehensive income — — — — 90.3 90.3
24.8 49.2 957.0 1,289.0 1,089.4 3,409.4
Contributions and
distributions
Share issue in relation
totheasset acquisition 2.2 — 326.9 — — 329.1
Dividends paid 4 — — (200.9) — — (200.9)
31 December 2025 27.0 49.2 1,283.9 1,088.1 1,089.4 3,537.6
Undistributable reserves Distributable reserves
Note
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Capital
reduction
reserve
£m
Retained
earnings
£m
Total
£m
1 January 2024 19.0 49.1 — 1,463.9 837.5 2,369.5
Profit for the year and total
comprehensive income — — — — 161.6 161.6
19.0 49.1 — 1,463.9 999.1 2,531.1
Contributions and
distributions
Share issue for UKCM
acquisition 5.8 0.1 957.0 — — 962.9
Dividends paid 4 — — — (174.9) — (174.9)
31 December 2024 24.8 49.2 957.0 1,289.0 999.1 3,319.1
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
145
1. Accounting policies
Basis of preparation
The financial statements have been prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework
(“FRS 101”). Assets are classified in accordance with the definitions
of fixed and current assets in the Companies Act 2006.
Disclosure exemptions adopted
In preparing these financial statements the Company has taken
advantage of all disclosure exemptions conferred by FRS 101.
Therefore these financial statements do not include:
• certain comparative information as otherwise required by adopted IFRS;
• certain disclosures regarding the Company’s capital;
• a statement of cash flows;
• the effect of future accounting standards not yet adopted;
• the disclosure of the remuneration of key management personnel; and
• disclosure of related party transactions with other wholly owned
members of Tritax Big Box REIT plc.
In addition, and in accordance with FRS 101, further disclosure
exemptions have been adopted because equivalent disclosures are
included in the Company’s consolidated financial statements. These
financial statements do not include certain disclosures in respect of:
• share-based payments;
• financial instruments;
• fair value measurement other than certain disclosures required
asa result of recording financial instruments at fair value.
Principal accounting policies
The principal accounting policies adopted in the preparation of
thefinancial statements are set out below. The policies have been
consistently applied to all the years presented, unless
otherwise stated.
Basis of accounting
These financial statements have been presented as required by the
Companies Act 2006 and have been prepared under the historical
cost convention and in accordance with applicable Accounting
Standards and policies in the United Kingdom (“UK GAAP”).
Currency
The Company financial statements are presented in Sterling which is
also the Company’s functional currency and all values are rounded
to the nearest 0.1 million (£m), except where otherwise indicated.
Other income
Other income represents dividend income which has been declared
by its subsidiaries and is recognised when it is received.
Dividends payable for Shareholders
Equity dividends are recognised when they become legally payable.
Interim equity dividends are recognised when paid. Final equity
dividends are recognised when approved by the Shareholders
atanAnnual General Meeting.
1.1. Financial assets
The Company classifies its financial assets into one of the categories
discussed below, depending on the purpose for which the asset
was acquired. The Company’s accounting policy for each category
is as follows:
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money
derivatives where the time value offsets the negative intrinsic value.
They are carried in the Company Statement of Financial Position at
fair value with changes in fair value recognised in the profit or loss in
the finance income or expense line. Other than derivative financial
instruments which are not designated as hedging instruments, the
Company does not have any assets held for trading nor does it
voluntarily classify any financial assets as being at fair value through
profit or loss.
Amortised cost
These assets arise principally from the provision of goods and
services to clients (such as trade receivables), but also incorporate
other types of financial assets where the objective is to hold these
assets in order to collect contractual cash flows and contractual
cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue and are subsequently
carried at amortised cost being the effective interest rate method,
less provision for impairment.
Impairment provisions for current receivables are recognised based
on the simplified approach within IFRS 9 using a provision matrix in
the determination of the lifetime expected credit losses. During this
process the probability of the non-payment of the trade receivables
is assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables. On confirmation that the trade
receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans
to related parties are recognised based on a forward-looking expected
credit loss model. The methodology used to determine the amount
of provision is based on whether there has been a significant increase
in credit risk since initial recognition of the financial asset, 12-month
expected credit losses along with gross interest income are recognised.
For those for which credit risk has increased significantly, lifetime
expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired,
lifetime expected credit losses along with interest income on a net
basis are recognised.
The Company’s financial assets measured at amortised cost
comprise trade and other receivables and cash and cash
equivalents in the Company Statement of Financial Position.
Cash and cash equivalents includes cash in hand, deposits held at
call with banks, and other short-term highly liquid investments with
original maturities of three months or less.
Notes to the Company Accounts
Tritax Big Box REIT plc Annual Report 2025
146
1. Accounting policies continued
1.1. Financial assets continued
Investments in subsidiaries
The investments in subsidiary companies are included in the Company’s Statement of Financial Position at cost less provision for impairment.
Significant accounting judgements, estimates and assumptions
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the reporting date. However,
uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the
asset or liability affected in future years. There were no significant accounting judgements, estimates or assumptions in preparing these
financial statements.
2. Standards issued and effective from 1 January 2025
There was no material effect from the adoption of other amendments to IFRS effective in the year. They have no impact to the Company
significantly as they are either not relevant to the Company’s activities or require accounting which is consistent with the Company’s current
accounting policies.
3. Taxation
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
UK corporation tax — —
The UK corporation tax rate for the financial year is 25%. Accordingly, this rate has been applied in the measurement of the Group’s tax liability
at 31 December 2025.
4. Dividends paid
For details of dividends paid by the Company during the year, refer to note 16 of the Group’s financial statements.
5. Investment in subsidiaries
31 December
2025
£m
31 December
2024
£m
As at 1 January 3,798.9 2,166.9
Increase in investments via share purchase 402.5 979.9
Debt for equity swap — 661.2
Disposals — (9.1)
As at 31 December 4,201.4 3,798.9
The increase in investments were as a result of capitalisation of inter-company loans to fund the acquisitions made in the periods.
The company had the following undertakings as at 31 December 2025:
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
147
5. Investment in subsidiaries continued
The Company had the following undertakings as at 31 December 2025:
Entity name Principal activity Country of incorporation Ownership %
TBBR Holdings 1 Limited Investment holding company Jersey 100% *
TBBR Holdings 2 Limited Investment holding company Jersey 100%
Baljean Properties Limited Property investment Isle of Man 100%
Tritax Acquisition 2 Limited Investment holding company Jersey 100%
Tritax Acquisition 2 (SPV) Limited Investment holding company Jersey 100%
The Sherburn RDC Unit Trust Property investment Jersey 100%
G Avonmouth Unit Trust Property Investment Jersey 100%
Tritax Acquisition 4 Limited Property investment Jersey 100%
Sonoma Ventures Limited Property investment BVI 100%
Tritax REIT Acquisition 9 Limited Investment holding company UK
1
100% *
Tritax Acquisition 10 Limited Property investment Jersey 100%
Tritax Acquisition 11 Limited Property investment Jersey 100%
Tritax Acquisition 12 Limited Property investment Jersey 100%
Tritax Acquisition 13 Limited Property investment Jersey 100%
Tritax Acquisition 14 Limited Property investment Jersey 100%
Tritax Worksop Limited Property investment BVI 100%
Tritax REIT Acquisition 16 Limited Investment holding company UK
1
100% *
Tritax Acquisition 16 Limited Property investment Jersey 100%
Tritax Acquisition 17 Limited Property investment Jersey 100%
Tritax Acquisition 18 Limited Property investment Jersey 100%
Tritax Harlow Limited Property investment Guernsey 100%
Tritax Lymedale Limited Property investment Jersey 100%
Tritax Acquisition 21 Limited Property investment Jersey 100%
Tritax Acquisition 22 Limited Property investment Jersey 100%
Tritax Acquisition 23 Limited Property investment Jersey 100%
Tritax Acquisition 24 Limited Property investment Jersey 100%
Tritax Burton Upon Trent Limited Property investment BVI 100%
Tritax Acquisition 28 Limited Property investment Jersey 100%
Tritax Peterborough Limited Property investment Jersey 100%
Tritax Littlebrook 2 Limited Property investment Jersey 100%
Tritax Littlebrook 4 Limited Property investment Jersey 100%
Tritax Atherstone (UK) Limited Property investment UK
1
100%
Tritax Stoke DC1&2 Limited Investment holding company Jersey 100% *
Tritax Stoke DC3 Limited Investment holding company Jersey 100% *
Tritax Holdings CL Debt Limited Investment holding company Jersey 100% *
Tritax Portbury Limited Property investment Jersey 100%
Tritax Newark Limited Property investment Jersey 100%
Tritax Carlisle Limited Investment holding company Jersey 100% *
Tritax Stoke Management Limited Management company UK
1
100%
Tritax Holdings PGIM Debt Limited Investment holding company Jersey 100% *
Tritax Merlin 310 Trafford Park Limited Property investment Jersey 100% *
Tritax West Thurrock Limited Property investment Jersey 100%
Tritax Tamworth Limited Property investment Jersey 100%
Tritax Acquisition 35 Limited Property investment Jersey 100%
Tritax Acquisition 36 Limited Property investment Jersey 100% *
Tritax Acquisition 37 Limited Property investment Jersey 100% *
Tritax Acquisition 38 Limited Property investment Jersey 100% *
Tritax Acquisition 39 Limited Property investment Jersey 100% *
Tritax Acquisition 40 Limited Property investment Jersey 100% *
Tritax Acquisition 41 Limited Property investment Jersey 100% *
Tritax Littlebrook 1 Limited Property investment Jersey 100%
Tritax Littlebrook 3 Limited Property investment Jersey 100%
Tritax Atherstone Limited Investment holding company Jersey 100% *
Tritax Acquisition 42 Limited Property investment Jersey 100% *
Tritax Acquisition 43 Limited Property investment Jersey 100% *
Tritax Carlisle UK Limited Investment holding company UK
1
100%
Notes to the Company Accounts continued
Tritax Big Box REIT plc Annual Report 2025
148
Entity name Principal activity Country of incorporation Ownership %
Tritax Edinburgh Way Harlow Limited Property investment Jersey 100% *
Tritax Acquisition 45 Limited Property investment Jersey 100% *
Tritax Acquisition 46 Limited Property investment Jersey 100% *
Tritax Acquisition 47 Limited Property investment Jersey 100% *
Tritax Acquisition 48 Limited Property investment Jersey 100% *
Tritax Acquisition 49 Limited Property investment Jersey 100% *
Tritax Littlebrook Management Limited Property investment UK
1
100% *
TBBR Holdings 4 Limited Investment holding company Jersey 100% *
Tritax Acquisition 50 Limited Property investment Jersey 100% *
Tritax Acquisition Electric Avenue Limited Property investment Jersey 100% *
Tritax Acquisition 51 Limited Property investment Jersey 100% *
TBBR Finance (Jersey) Limited) Financing company Jersey 100% *
Tritax PowerBox Member Co 1 Limited Investment holding company UK
1
100% *
Tritax PowerBox Member Co 2 Limited Investment holding company UK
1
100% *
Tritax PowerBox 1 GP LLP
#
Investment holding company UK
1
100%
Tritax PowerBox 1 LP
#
Investment holding company UK
1
100%
Tritax Power Box Platform Co Ltd
#
Investment holding company UK
1
100%
Manor Farm Propco Limited
#
Property investment Jersey 100%
Tritax PowerBox Limited
#
Investment holding company UK
1
100%
Tritax Acquisition 52 Limited
#
Power Investment UK
1
100%
Tritax Chelmsford Propco Ltd
#
Property investment Jersey 100%
UK Commercial Property REIT Limited Investment holding company Guernsey 100% *
UK Commercial Property Estates Holdings Limited Property investment Guernsey 100%
UK Commercial Property Finance Holdings Limited Property investment Guernsey 100%
UK Commercial Property Estates Limited Investment holding company Guernsey 100%
UK Commercial Property Holdings Limited Investment holding company Guernsey 100%
St Georges Leicester Unit Trust Property investment Jersey 100%
Junction 27 Retail Unit Trust Property investment Jersey 100%
Rotunda Kingston Property Unit Trust Property investment Jersey 100%
Randell Property Limited
#
Property investment BVI 100%
Tritax Newark Management Limited
#
Management company UK
1
100%
XK 2 United Super Topco Ltd
#
Investment holding company Jersey 100% *^
XK 2 United Topco B Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Topco Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Mezzco Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Pledgeco Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Holdco Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Propco I Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Topco II Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Mezzco II Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Pledgeco II Ltd
#
Investment holding company Jersey 100% ^
XK 2 United Holdco II Ltd
#
Property investment Jersey 100% ^
XK 2 United Propco II Ltd
#
Property investment Jersey 100% ^
XK 2 United Propco II A Ltd
#
Property investment Jersey 100% ^
Algarve Unitholder I Limited
#
Property investment Jersey 100% *^
Cleo Propco I Limited
#
Property investment Jersey 100% *^
Cleo Propco II Limited
#
Property investment IOM 100% *^
Cleo Propco III Limited
#
Property investment IOM 100% *^
Tritax Big Box Developments Holdings Ltd Investment holding company Jersey 100% *
Tritax Big Box Developments Holdco 1 Ltd Investment holding company UK
2
100%
db Symmetry Ltd Investment holding company UK
2
100%
Tritax Big Box Developments (BVI) Ltd Investment holding company British Virgin Islands 100%
Tritax Symmetry Holdings (Biggleswade) Co. Limited Investment holding company British Virgin Islands 100%
Tritax Symmetry Properties (Biggleswade) Co. Limited Property investment British Virgin Islands 100%
Tritax Symmetry Holdings (Blyth) Co. Limited Investment holding company British Virgin Islands 100%
Tritax Symmetry Properties (Blyth) Co. Limited Property investment British Virgin Islands 100%
Tritax Symmetry Holdings (Middlewich) Co. Limited Investment holding company British Virgin Islands 100%
5. Investment in subsidiaries continued
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
149
Entity name Principal activity Country of incorporation Ownership %
Tritax Symmetry Properties (Middlewich) Co. Limited Property investment British Virgin Islands 100%
Tritax Symmetry Development (Blyth) UK Ltd Property development UK
2
100% ^
Tritax Symmetry Development (Biggleswade) UK Ltd Property development UK
2
100% ^
Tritax Park Ardley Ltd Property investment Jersey 100%
Tritax Symmetry Bicester 2 Ltd Property investment Jersey 100%
Tritax Park Northampton West Ltd Property investment Jersey 100%
Tritax Symmetry Rugby South Ltd Property investment Jersey 100%
Tritax Park St Helens Ltd Property investment Jersey 100%
Tritax Park Wigan Ltd Property investment Jersey 100%
Tritax Park Oxford Ltd Property investment Jersey 100%
Tritax Park Northampton Ltd Property investment Jersey 100%
Tritax Symmetry Merseyside 1 Ltd Property investment Jersey 100%
Tritax Park South Elmsall Ltd Property investment Jersey 100%
Tritax Symmetry (Goole) Ltd Property investment UK
2
100% ^
Tritax Big Box Developments (Midlands) Ltd Investment holding company UK
2
100% ^
Tritax Symmetry (Aston Clinton) Ltd Property investment UK
2
100%
Tritax Park Leicester South Ltd Property investment Jersey 100%
Tritax Park Gloucester Ltd Property investment Jersey 100%
Tritax Symmetry (Barwell) Ltd Property investment UK
2
100% ^
Tritax Symmetry (Rugby) Ltd Property investment UK
2
100% ^
Tritax Symmetry (Hinckley) Ltd Property investment UK
2
100%
Tritax Symmetry (Darlington) Ltd Property investment UK
2
100%
Tritax Symmetry (Blyth) Ltd Property investment UK
2
100% ^
Tritax Symmetry (Bicester Reid) Ltd Property investment UK
2
100%
Tritax Park Wigan UK Ltd Property investment UK
2
100% ^
Tritax Symmetry (Land) LLP Investment holding company UK
2
100%
Tritax Symmetry (Kettering) LLP Property investment UK
2
100%
Tritax Symmetry (Lutterworth) LLP Property investment UK
2
100% ^
Tritax Big Box Developments (Northampton) LLP Investment holding company UK
2
100% ^
Symmetry Park Darlington Management Company Ltd Management company UK
2
100%
Symmetry Park Aston Clinton Management Company Limited Management company UK
2
100%
Tritax Symmetry Glasgow East Ltd Property investment Jersey 100%
Symmetry Park Biggleswade Management Company Limited Management company UK
2
100%
Tritax Symmetry Biggleswade 2 Ltd Property investment Jersey 100%
Tritax Symmetry Biggleswade 3 Ltd Property investment Jersey 100%
Tritax Symmetry Middlewich 1 Ltd Property investment Jersey 100%
Tritax Symmetry Biggleswade 4 Ltd Property investment Jersey 100%
Tritax Symmetry Biggleswade Land Ltd Property investment UK
2
100%
Symmetry Park Merseyside Management Company Limited Management company UK
2
100%
Symmetry Park Kettering Management Company Limited Management company UK
2
100%
Tritax Park Wigan Management Company Ltd
(formally Symmetry Park Wigan Management Company Limited) Management company UK
2
100%
Symmetry Park Rugby Management Company Limited Management company UK
2
100%
Tritax Symmetry Merseyside Land Ltd Property investment UK
2
100%
Tritax Park Rugby West Ltd Property investment Jersey 100%
Tritax Symmetry Darlington 2 Ltd Property investment Jersey 100%
Intermodal Logistics Park North Ltd
(formally Tritax Symmetry SRFI North Ltd) Property investment Jersey 100%
Symmetry Park Biggleswade Management Company No 3 Ltd
#
Management company UK
2
100%
Tritax Park Crewe Ltd
#
Property investment Jersey 100%
Tritax Symmetry Bicester 3 Ltd
#
Property investment Jersey 100%
Tritax Park Oxford Management Company Ltd
#
Management company UK
2
100%
Tritax Symmetry Rugby South 2 Ltd
#
Property investment Jersey 100%
* These are direct subsidiaries of the Company.
# These are new investments of the Company in the year.
^ These companies have claimed the audit exemption under Section 479A of the Companies Act 2006, supported by a parent company guarantee.
The registered addresses for subsidiaries across the Group are consistent based on their country of incorporation and are as follows:
5. Investment in subsidiaries continued
Notes to the Company Accounts continued
Tritax Big Box REIT plc Annual Report 2025
150
Jersey entities: 26 New Street, St Helier, Jersey JE2 3RA
Guernsey entities: Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 2JA
Isle of Man entities: 33-37 Athol Street, Douglas, Isle of Man IM1 1LB
British Virgin Islands entities: Jayla Place, Wickhams Cay 1, Road Town, Tortola, BVI VG1110
UK¹ entities: 72 Broadwick Street, London, W1F 9QZ
UK² entities: Unit B, Grange Park Court, Roman Way, Northampton, England NN4 5EA
The Company also has interests in the following joint arrangements as at 31 December 2024:
Entity name Principal activity Country of incorporation Ownership %
Symmetry Park Doncaster Management Company Limited Management company UK² 50%
Symmetry Park Bicester Management Company Limited Management company UK² 33%
All of the companies registered offshore are managed onshore and are UK residents for UK corporation tax purposes, save for the Sherburn
Unit Trust, G Avonmouth Trust, St Georges Leicester Unit Trust, Junction 27 Retail Unit Trust and Rotunda Kingston Property Unit Trust.
6. Debtors
31 December
2025
£m
31 December
2024
£m
Amounts receivable from Group companies 2,124.4 1,276.9
Prepayments 0.3 0.1
Other receivables 4.1 1.3
Total debtors 2,128.8 1,278.3
All amounts that fall due for repayment within one year and are presented within current assets as required by the Companies Act. The loans to
Group companies are repayable on demand with no fixed repayment date although it is noted that a significant proportion of the amounts may not
be sought for repayment within one year depending on activity in the Group companies. Interest is charged between 0%–10% (2024: 0%–10%).
7. Cash held at bank
31 December
2025
£m
31 December
2024
£m
Cash held at bank 20.2 7.6
5. Investment in subsidiaries continued
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
151
8. Creditors
31 December
2025
£m
31 December
2024
£m
Trade and other payables 23.0 14.9
Deferred consideration 13.0 —
Accruals 10.3 9.0
Total creditors 46.3 23.9
9. Borrowings
Bank borrowings drawn
31 December 2025
£m
31 December 2024
£m
Bank borrowings drawn: due in more than one year 1,095.0 431.0
Less: unamortised costs on bank borrowings (4.4) (4.9)
Total bank borrowings drawn 1,090.6 426.1
Loan notes
Amounts falling due within one year
31 December 2025
£m
31 December 2024
£m
2.625% Bonds 2026 65.6 —
Total Amounts falling due within one year 65.6 —
Amounts falling due after more than one year
31 December 2025
£m
31 December 2024
£m
2.625% Bonds 2026 — 249.8
3.125% Bonds 2031 248.5 248.3
4.750% Bonds 2032 297.1 —
1.500% Green Bonds 2023 247.7 —
2.860% USPP 2028 250.0 250.0
2.980% USPP 2030 150.0 150.0
Less: unamortised costs on loan notes (5.1) (3.7)
Non-current liabilities: net borrowings 1,188.2 1,141.8
Maturity of loan notes
31 December 2025
£m
31 December 2024
£m
Repayable between one and two years 65.6 —
Repayable between two and five years 250.0 249.8
Repayable in over five years 943.3 895.7
Total net loan notes falling due after more than one year 1,258.9 1,145.5
Notes to the Company Accounts continued
Tritax Big Box REIT plc Annual Report 2025
152
10. Interest rate derivatives
31 December 2025
£m
31 December 2024
£m
Non-current assets: interest rate derivatives 0.5 0.7
The interest rate derivatives are valued by the relevant counterparty banks on a quarterly basis in accordance with IFRS 9. Any movement in
the mark-to-market values of the derivatives are taken to the Group Statement of Comprehensive Income.
31 December 2025
£m
31 December 2024
£m
Interest rate derivative valuation brought forward 0.7 1.0
Premium paid 1.9 0.9
Changes in fair value of interest rate derivatives (2.1) (1.2)
Total interest rate derivatives 0.5 0.7
An interest rate cap is used to mitigate the interest rate risk that arises as a result of entering into a variable rate linked loan to cap the rate to
which SONIA can rise and is coterminous with the initial term of the loan.
The interest rate derivative is marked to market by the relevant counterparty banks on a quarterly basis in accordance with IFRS 9. Any
movement in the mark to market values of the derivatives are taken to the Statement of Comprehensive Income.
11. Equity reserves
Refer to note 29 of the Group’s financial statements.
12. Related party transactions
The Company has taken advantage of the exemption not to disclose transactions with other members of the Group as the Company’s own
financial statements are presented together with its consolidated financial statements.
For all other related party transactions make reference to note 32 of the Group’s financial statements.
13. Directors’ remuneration
Refer to note 11 of the Group’s financial statements.
14. Subsequent events
Refer to note 35 of the Group’s financial statements.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
153
Please note that the below measures may not be comparable with similarly titled measures presented by other companies and should not be
viewed in isolation, but as supplementary information.
1. Adjusted earnings – income statement
The Adjusted earning reflects our ability to generate earnings from our portfolio, which ultimately underpins dividend payments.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Gross rental income 312.5 281.1
Service charge income 15.2 13.1
Service charge expense (16.9) (15.6)
Direct property expenses (5.5) (2.6)
Fixed rental uplift adjustments (2.6) (8.9)
Net rental income 302.7 267.1
Other operating income 15.5 23.0
Amortisation of other property assets 0.9 0.6
Dividend Income 1.3 0.2
Administrative expenses (37.1) (33.7)
Adjusted operating profit before interest and tax 283.3 257.2
Net finance costs (68.9) (63.5)
Gain on early redemption of bond (2.2) —
Rent guarantees 0.8 —
Amortisation of loan arrangement fees 4.3 4.1
Unwinding of discount on fixed rate debt and deferred consideration 6.5 4.2
Adjusted earnings before tax 223.8 202.0
Tax on adjusted profit — (0.3)
Adjusted earnings after tax 223.8 201.7
Adjustment to remove additional DMA income (12.4) (19.3)
Adjusted earnings (exc. additional DMA income) 211.4 182.4
Weighted average number of Ordinary Shares 2,523,753,006 2,264,719,368
Adjusted earnings per share 8.87p 8.91p
Adjusted earnings per share (exc. additional DMA income) 8.38p 8.05p
2. EPRA Earnings per share
A key measure of a company’s underlying operating results and an indication of the extent to which current dividend payments are supported
by earnings.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Total comprehensive income (attributable to shareholders) 363.3 445.5
Adjustments to remove:
Changes in fair value of investment properties (198.6) (243.7)
Changes in fair value of interest rate derivatives 7.3 5.3
Changes in fair value of financial asset 1.5 (0.9)
Share of profits from joint ventures (0.1) (0.1)
(Gain)/Loss on disposal of investment properties 11.5 (8.4)
Finance income received on interest rate derivatives — —
Amortisation of other property assets 0.9 0.6
Gain on early redemption of bond (2.2) —
Impairment of intangible and other property assets 29.1 4.0
Profits to calculate EPRA Earnings per share 212.7 202.3
Weighted average number of Ordinary Shares 2,523,753,006 2,264,719,368
EPRA Earnings per share – basic 8.43p 8.93p
Earnings per share – diluted 8.42p 8.93p
Notes to the EPRA and Other Key Performance Indicators (Unaudited)
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154
3. EPRA NAV per share
A net asset value per share calculated in accordance with EPRA’s methodology
31 December 2025 Note
EPRA NTA
£m
EPRA NRV
£m
EPRA NDV
£m
NAV attributable to shareholders 5,058.9 5,058.9 5,058.9
Revaluation of land options 17.7 17.7 17.7
Mark-to-market adjustments of derivatives (2.8) (2.8) —
Intangibles (0.4) — —
Fair value of debt — — 140.1
Real estate transfer tax
1
— 534.6 —
At 31 December 2025 30 5,073.4 5,608.4 5,216.7
NAV per share 187.76p 207.56p 193.06p
Dilutive NAV per share 187.63p 207.37p 192.91p
31 December 2024 Note
EPRA NTA
£m
EPRA NRV
£m
EPRA NDV
£m
NAV attributable to shareholders 4,567.4 4,567.4 4,567.4
Revaluation of land options 18.0 18.0 18.0
Mark-to-market adjustments of derivatives 18.5 18.5 —
Intangibles (0.7) — —
Fair value of debt — — 192.4
Real estate transfer tax
1
— 444.6 —
At 31 December 2024 30 4,603.2 5,048.5 4,777.8
NAV per share 185.56p 203.51p 192.60p
Dilutive NAV per share 185.56p 203.51p 192.60p
1. EPRA NTA and EPRA NDV reflect IFRS values which are net of RETT. RETT are added back when calculating EPRA NRV.
4. EPRA Net Initial Yield (“NIY”) and EPRA “Topped Up” NIY
A measure to make it easier for investors to judge for themselves how the valuations of two portfolios compare.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Investment property – wholly owned 7,722.0 6,369.8
Investment property – share of joint ventures 4.0 4.4
Less: development properties (631.9) (321.1)
Completed property portfolio 7,094.1 6,053.1
Allowance for estimated purchasers’ costs 478.9 408.6
Gross up completed property portfolio valuation (B) 7,573.0 6,461.7
Annualised passing rental income 360.9 313.5
Less: contracted rental income in respect of development properties (9.8) (16.7)
Property outgoings (5.6) (4.4)
Less: contracted rent under rent-free period (13.9) (17.3)
Annualised net rents (A) 331.6 275.1
Contractual increases for fixed uplifts 19.6 22.6
Topped up annualised net rents (C) 351.2 297.7
EPRA Net Initial Yield (A/B) 4.38% 4.26%
EPRA Topped Up Net Initial Yield (C/B) 4.64% 4.61%
FINANCIAL STATEMENTS
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155
5. EPRA Vacancy rate
Estimated market rental value (ERV) of vacant space divided by the ERV of the whole portfolio.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Annualised estimated rental value of vacant premises 25.1 21.5
Portfolio estimated rental value
1
452.2 377.9
EPRA Vacancy rate 5.6% 5.7%
1. Excludes land held for development.
Please refer to the Manager’s report for further details on the movement in vacancy.
6. EPRA Cost Ratio
A key measure to enable meaningful measurement of the changes in a company’s operating costs.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Property operating costs 5.6 4.4
Administration expenses 9.9 9.1
Management fees 27.2 24.6
Total costs including vacant property costs (A) 42.7 38.1
Vacant property cost (4.1) (2.8)
Total costs excluding vacant property costs (B) 38.6 35.3
Gross rental income – per IFRS 312.5 281.1
Gross rental income (C) 312.5 281.1
Total EPRA cost ratio (including vacant property costs) 13.7% 13.6%
Total EPRA cost ratio (excluding vacant property costs) 12.4% 12.6%
Refer to the operating expense capitalisation policy in note 4.2.
7. EPRA like-for-like rental income
Like-for-like net rental growth compares the growth of the net rental income of the portfolio that has been consistently in operation, and not
under development, during the two full preceding periods that are described.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Change
£m
Change
%
Like-for-like rental income 221.5 212.6
Other rental income 0.4 0.4
Like-for-like gross rental income 221.9 213.0 8.9 4.2%
Like-for-like irrecoverable property expenditure (0.3) (0.3)
Like-for-like net rental income 221.6 212.7 8.9 4.2%
Reconciliation to Net rental income per Statement of
Comprehensive Income:
Development properties 9.3 6.2
Properties sent back to development 2.7 0.8
Properties acquired 75.5 45.7
Properties disposed 0.5 6.9
Spreading of tenant incentives and guaranteed uplifts 2.6 8.5
Irrecoverable property expenditure (6.9) (4.8)
Total per Statement of Comprehensive Income 305.3 276.0 29.3 10.6%
Please refer to the Manager’s report for further details on the change in like-for-like rental income.
Notes to the EPRA and Other Key Performance Indicators (Unaudited) continued
Tritax Big Box REIT plc Annual Report 2025
156
8. EPRA property-related capital expenditure
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Acquisition
1
1,070.3 1,184.3
Development
2
444.7 243.6
Transfers to Investment Property (4.7) (21.9)
Investment properties:
Tenant incentives
3
18.9 22.4
Capitalised interest 14.8 6.0
Total capex 1,544.0 1,434.4
Share issued for acquisitions (329.1) (1,149.1)
Conversion from accrual to cash basis (37.7) (50.5)
Total capex on a cash basis 1,177.2 234.8
1. See note 17.
2. See note 17 and note 18.
3. Fixed rental uplift and tenant lease incentives after adjusting for amortisation on rental uplift and tenant lease incentives.
These figures exclude capital expenditure relating to joint venture interests.
9. Total Accounting Return (“TAR”)
Net total return, being the percentage change in EPRA NTA over the relevant period plus dividends paid.
Year ended
31 December
2025
Year ended
31 December
2024
Opening EPRA NTA 185.56p 177.15p
Closing EPRA NTA 187.76p 185.56p
Change in EPRA NTA 2.20p 8.41p
Dividends paid 7.93p 7.53p
Total growth in EPRA NTA plus dividends paid 10.13p 15.94p
Total return 5.5% 9.0%
10. Total Expense Ratio
The ratio of total administration and property operating costs expressed as a percentage of average net asset value throughout the period.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Total operating costs 37.1 33.7
Average net assets over the period 4,700.8 4,059.0
Total Expense Ratio 0.79% 0.83%
11. Loan to value ratio
The proportion of our gross asset value that is funded by net borrowings
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Gross debt drawn 2,747.3 1,963.9
Less: cash (130.6) (80.6)
Net debt 2,616.7 1,883.3
Gross property value 7,875.0 6,548.6
Loan to value ratio 33.2% 28.8%
FINANCIAL STATEMENTS
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157
12. EPRA loan to value ratio
The proportion of our gross asset value that is funded by net borrowings and working capital.
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Gross debt drawn 2,773.5 1,993.9
Working capital 145.8 58.4
Less: cash (130.6) (80.6)
Net debt 2,788.7 1,971.7
Gross property value 7,875.0 6,548.6
Loan to value ratio 35.4% 30.1%
Notes to the EPRA and Other Key Performance Indicators (Unaudited) continued
Tritax Big Box REIT plc Annual Report 2025
158
Five-year Summary
Group Statement of Comprehensive Income
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Gross rental income 312.5 281.1 222.2 206.2 184.7
Service charge income 15.2 13.1 6.2 6.3 5.1
Service charge expense (16.9) (15.6) (6.3) (6.5) (5.2)
Direct property expenses (5.5) (2.6) — — —
Net rental income 305.3 276.0 222.1 206.0 184.6
Other operating income 15.5 23.0 — 9.3 18.9
Administrative and other expenses (37.1) (33.7) (28.9) (32.2) (25.5)
Exceptional items (2.1) — — — —
Operating profit before changes in fair value of investment properties,
share of profit from joint ventures and share-based payment charges 281.6 265.3 193.2 183.1 178.0
Changes in fair value of investment properties 198.6 243.7 (38.1) (759.5) 840.9
Gain/(loss) on disposal of investment properties (11.5) 8.4 (1.6) — 2.0
Share of profit from joint ventures 0.1 0.1 0.4 0.5 0.1
Dividend Income 1.3 0.2 — — —
Fair value movements in financial asset (1.5) 0.9 (0.1) — —
Impairment of intangible and other property assets (29.1) (4.0) (2.7) (1.4) (2.9)
Share-based payment charge — — (2.9) (1.9) (5.5)
Changes in fair value of contingent consideration payable — — (0.4) 1.1 (4.2)
Extinguishment of B and C share liabilities — — (21.1) — —
Operating profit 439.5 514.6 126.7 (578.1) 1,008.4
Finance income 8.1 8.4 10.4 1.6 —
Finance expense (77.0) (71.9) (55.3) (39.4) (40.1)
Changes in fair value of interest rate derivatives (7.3) (5.3) (11.2) 14.9 2.8
Profit before taxation 363.3 445.8 70.6 (601.0) 971.1
Tax on profit for the period — (0.3) (0.6) 1.6 1.5
Profit and total comprehensive income 363.3 445.5 70.0 (599.4) 972.6
Earnings per share – basic 14.39p 19.67p 3.72p (32.08)p 55.4p
Earnings per share – diluted 14.38p 19.67p 3.72p (32.08)p 55.3p
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
159
Group Statement of Financial Position
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Non-current assets
Intangible assets 0.4 0.7 1.1 1.4 1.7
Investment property 7,371.1 5,929.4 4,843.6 4,847.3 5,249.1
Investment in land options 124.2 148.8 157.4 157.4 201.5
Investment in joint ventures 25.2 24.4 24.8 27.2 25.6
Financial asset 2.4 3.2 2.3 — —
Other property assets 0.8 1.7 2.3 2.3 4.0
Trade and other receivables 7.5 3.9 1.0 2.0 2.0
Interest rate derivatives 2.8 7.6 11.1 19.9 1.8
Total non-current assets 7,534.4 6,119.7 5,043.6 5,057.5 5,485.7
Current assets
Rent and other receivables 27.9 56.0 22.0 24.9 37.1
Assets held for sale 350.9 440.4 — 25.1 —
Tax asset 2.0 2.0 — — —
Tax asset 109.5 80.6 36.4 47.6 71.1
Cash at bank 21.1 — — — —
Total current assets 511.4 579.0 58.4 97.6 108.2
Total assets 8,045.8 6,698.7 5,102.0 5,155.1 5,593.9
Current liabilities
Deferred rental income (68.1) (59.5) (38.6) (34.7) (38.6)
Trade and other payables (171.1) (112.5) (106.9) (111.2) (85.9)
Loan notes (65.6)
Tax liabilities (2.0) (1.9) (2.2) (1.1) (4.3)
Total current liabilities (307.4) (173.9) (147.7) (147.0) (128.8)
Non-current liabilities
Trade and other payables (7.5) (3.9) (1.0) (2.0) (2.0)
Bank borrowings (1,480.1) (811.7) (474.7) (474.8) (207.6)
Loan notes (1,188.2) (1,141,8) (1,140.5) (1,139.1) (1,137.6)
Deferred consideration (3.7) — (4.1) — —
Amounts due to third parties — — — (42.2) (41.4)
Total non-current liabilities (2,679.5) (1,957.4) (1,620.3) (1,658.1) (1,388.6)
Total liabilities (2,986.9) (2,131.3) (1,768.0) (1,805.1) (1,517.4)
Total net assets 5,058.9 4,567.4 3,334.0 3,350.0 4,076.5
Equity
Share capital 27.0 24.8 19.0 18.7 18.7
Share premium reserve 49.2 49.2 49.2 764.3 762.0
Capital reduction reserve 1,088.1 1,289.0 1,463.9 835.1 964.5
Merger Reserve 1,283.9 957.0
— — —
Retained earnings 2,610.7 2,247.4 1,801.9 1,731.9 2,331.3
Total equity 5,058.9 4,567.4 3,334.0 3,350.0 4,076.5
Net asset value per share – basic 187.22p 184.12p 175.13p 179.25p 218.26p
Net asset value per share – diluted 187.09p 184.12p 175.13p 179.25p 218.18p
EPRA net asset value per share – basic 187.76p 185.56p 177.15p 180.37p 222.52p
EPRA net asset value per share – diluted 187.63p 185.56p 177.15p 180.37p 222.52p
Five-year Summary continued
Tritax Big Box REIT plc Annual Report 2025
160
Glossary of Terms
“Adjusted earnings”
Post-tax earnings attributable to shareholders, adjusted to include
licence fees receivable on forward funded development assets and
adjusts for other earnings not supported by cash flows. “Adjusted
Earnings per share” or “Adjusted EPS” on a per share basis.
“B and C Shares”
The B and C Shares in Tritax Big Box Developments Holdings
Limited that were issued to the Tritax Big Box Development
Management shareholders.
“Big Box”
A “Big Box” property or asset refers to a specific subsegment of the
logistics sector of the real estate market, relating to very large
logistics warehouses (each with typically over 500,000 sq ft of floor
area) with the primary function of holding and distributing finished
goods, either downstream in the supply chain or direct to
consumers, and typically having the following characteristics:
generally a modern constructed building with eaves height
exceeding 12 metres; let on long leases with institutional-grade
clients; with regular, upward-only rental reviews; having a prime
geographical position to allow both efficient stocking (generally
withclose links to sea ports or rail freight hubs) and efficient
downstream distribution; and increasingly with sophisticated
automation systems or a highly bespoke fit out.
“Board”
The Directors of the Company.
“BREEAM”
The Building Research Establishment Environmental Assessment
Method certification of an asset’s environmental, social and
economic sustainability performance, using globally recognised
standards. Annualised rent, adjusting for the inclusion of rent
free periods.
“Contracted annual rent”
Annualised rent, adjusting for the inclusion of rent free period
“Company” or “TBBR”
Tritax Big Box REIT plc (Company number 08215888).
“CPI”
Consumer Price Index, a measure that examines the weighted
average of prices of a basket of consumer goods and services,
suchas transportation, food and medical care as calculated on
amonthly basis by the Office of National Statistics.
“Current development pipeline”
Assets that are in the course of construction or assets for which
wehave made a construction commitment.
“CVA”
A company voluntary liquidation, a legally binding agreement
between a business and its creditors which sets out a debt
repayment plan and enables a viable business to avoid insolvency.
“db Symmetry”
db Symmetry Group Ltd and db symmetry BVI Limited, together
with their subsidiary undertakings and joint venture interests,
whichwere acquired by the Group in February 2019.
“Directors”
The Directors of the Company as of the date of this report being the
Independent Non-Executive Directors of the Company, being Aubrey
Adams, Elizabeth Brown, Alastair Hughes, Richard Laing, Karen
Whitworth, Wu Gang and Kirsty Wilman.
“Development Management
Agreement” or “DMA”
An agreement between the Group and a developer setting out the
terms in respect of the development of an asset. In particular, the
development of the Symmetry Portfolio is the subject of a DMA
between Tritax Symmetry and Symmetry ManCo.
“Development portfolio” or
“Development assets”
The Group’s Development portfolio comprises its property assets
which are not Investment assets, including land, options over land
aswell as any assets under construction on a speculative basis.
“Dividend payout ratio”
Dividend per share divided by Adjusted Earnings per share.
“EPC rating”
A review of a property’s energy efficiency.
“EPRA”
European Public Real Estate Association.
“EPRA Earnings”
Earnings from operational activities (which excludes the licence
feesreceivable on our Forward Funded Development assets).
“EPRA NAV” or “EPRA Net Asset Value”
The Basic Net Asset Value adjusted to meet EPRA Best Practices
Recommendations Guidelines (2016) requirements by excluding the
impact of any fair value adjustments to debt and related derivatives
and other adjustments and reflecting the diluted number of Ordinary
Shares in issue.
“EPRA Triple Net Asset Value (“NNNAV”)”
EPRA NAV adjusted to include the fair values of financial
instruments, debt and deferred taxes.
“EPRA Net Tangible Asset (“NTA”)”
The Basic Net Asset Value adjusted to meet EPRA Best Practices
Recommendations Guidelines (2019) requirements by excluding
intangibles and the impact of any fair value adjustments to related
derivatives. This includes the revaluation of land options.
“EPRA Net Reinstatement Value (“NRV”)”
IFRS NAV adjusted to exclude the impact of any fair value
adjustments to related derivatives. This includes the revaluation
ofland options and the Real estate transfer tax (“RETT”).
“EPRA Net Disposal Value (“NDV”)”
IFRS NAV adjusted to include the fair values of debt and the
revaluation of land options.
“EPRA Net Initial Yield (“NIY”)”
Annualised rental income based on the cash rents passing at the
balance sheet date, less non-recoverable property operating
expenses, divided by the market value of the property, increased
with (estimated) purchaser’s costs.
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
161
“EPRA ‘Topped-Up’ NIY”
This measure incorporates an adjustment to the EPRA NIY in
respect of the expiration of rent-free periods (or other unexpired
lease incentives, such as discounted rent periods and step rents).
“EPRA Vacancy”
Estimated market rental value (“ERV”) of vacant space divided
bytheERV of the whole portfolio.
“EPRA Cost Ratio”
Administrative and operating costs (including and excluding costs
ofdirect vacancy) divided by gross rental income.
“ESG”
Environmental, Social and Governance.
“Estimated cost to completion”
Costs still to be expended on a development or redevelopment
topractical completion, including attributable interest.
“Estimated rental value” or “ERV”
The estimated annual market rental value of lettable space as
determined biannually by the Group’s valuers. This will normally
bedifferent from the rent being paid.
“FCA”
The United Kingdom Financial Conduct Authority (or any successor
entity or entities).
“Forward Funded Development”
Where the Company invests in an asset which is either ready for, or
in the course of, construction, pre-let to an acceptable counterparty.
In such circumstances, the Company seeks to negotiate the receipt
of immediate income from the asset, such that the developer is
paying the Company a return on its investment during the
construction phase and prior to the client commencing rental
payments under the terms of the lease. Expert developers
areappointed to run the development process.
“Foundation asset”
Foundation assets provide the core, low-risk income that underpins
our business. They are usually let on long leases to clients with
excellent covenant strength. These buildings are commonly new or
modern and in prime locations, and the leases have regular upward
only rent reviews, often either fixed or linked to Inflation Indices.
“FRI Lease”
Full Repairing and Insuring Lease. During the lease term, the client is
responsible for all repairs and decoration to the property, inside and
out, and the building insurance premium is recoverable from
the client.
“Future development pipeline”
The Group’s land portfolio for future development typically controlled
under option agreements which do not form part of the Current or
Near Term development pipelines.
“Gearing”
Net borrowings divided by total shareholders’ equity excluding
intangible assets and deferred tax provision.
“GIA”
Under the RICS Code of Measuring Practice (6th Edition) the Gross
Internal Area (“GIA”) is the basis of measurement for valuation of
industrial buildings (including ancillary offices) and warehouses.
Thearea of a building measured to the internal face of the perimeter
walls at each floor level (including the thickness of any internal walls).
All references to building sizes in this document are to the GIA.
“GAV”
The Group’s gross asset value.
“Global Real Estate Sustainability Benchmark
(“GRESB”) Assessment”
GRESB assesses the ESG performance of real estate and
infrastructure portfolios and assets worldwide, providing
standardised and validated data to the capital markets.
“Gross rental income”
Contracted rental income recognised in the period, in the income
statement, including surrender premiums and interest receivable
onfinance leases. Lease incentives, initial costs and any contracted
future rental increases are amortised on a straight-line basis over
thelease term.
“Group” or “REIT Group”
The Company and all of its subsidiary undertakings.
“Growth Covenant asset”
Growth Covenant assets are fundamentally sound assets in good
locations, let to clients we perceive to be undervalued at the point of
purchase and who have the potential to improve their financial
strength, such as young e-retailers or other companies withgrowth
prospects. These assets offer value enhancement through yield
compression.
“IMA”
The Investment Management Agreement between the Manager
andthe Company.
“Investment portfolio” or “Investment assets”
The Group’s Investment Portfolio comprises let or pre-let (in the
case of Forward Funded Developments) assets which are income
generating, as well as any speculative development assets which
have reached practical completion but remain unlet.
“Investment property”
Completed land and buildings held for rental income return and/or
capital appreciation.
“Land asset”
Opportunities identified in land which the Manager believes will
enable the Company to secure, typically, pre-let Forward Funded
Developments in locations which might otherwise attract lower
yields than the Company would want to pay, delivering enhanced
returns but controlling risk.
“Listing Rules”
The listing rules made by the Financial Conduct Authority under
section 73A of FSMA.
Glossary of Terms continued
Tritax Big Box REIT plc Annual Report 2025
162
“Loan Notes”
The loan notes issued by the Company on 4 December 2018.
“Loan to Value (“LTV”)”
The proportion of our gross asset value that is funded by
netborrowings.
“London Stock Exchange”
London Stock Exchange plc.
“Manager”
Tritax Management LLP (partnership number 0C326500).
“Minimum Energy Efficiency
Standards (“MEES”)”
The legal standard for minimum energy efficiency which applies to
rented commercial buildings as regulated by the Energy Efficiency
(Private Rented Property) (England and Wales) Regulations 2015.
“Near-term Development Pipeline”
Sites which have either received planning consent or sites where
planning applications have been submitted prior to the year end.
“Net Initial Yield (“NIY”)”
The annual rent from a property divided by the combined total
ofitsacquisition price and expenses.
“Net rental income”
Gross rental income less ground rents paid, net service charge
expenses and property operating expenses.
“Net zero carbon”
Highly energy efficient and powered from on-site and/or off-site
renewable energy sources, with any remaining carbon
balance offset.
“Non-PID Dividend”
A dividend received by a shareholder of the principal company
thatis not a PID.
“Ordinary Shares”
Ordinary Shares of £0.01 each in the capital of the Company.
“Passing rent”
The annual rental income currently receivable on a property as at the
balance sheet date (which may be more or less than the ERV).
Excludes rental income where a rent-free period is in operation.
Excludes service charge income (which is netted off against service
charge expenses).
“PID” or “Property income distribution”
A dividend received by a shareholder of the principal company in
respect of profits and gains of the Property Rental Business of the
UK resident members of the REIT group or in respect of the profits
or gains of a non-UK resident member of the REIT group insofar as
they derive from their UK Property Rental Business.
“Portfolio”
The overall portfolio of the Company including both the Investment
and Development portfolios.
“Portfolio Value”
The value of the Portfolio which, as well as the Group’s standing
assets, includes capital commitments on Forward Funded
Developments, Land Assets held at cost, the Group’s share
ofjointventure assets and other property assets.
“Pre-let”
A lease signed with a client prior to commencement
ofadevelopment.
“REIT”
A qualifying entity which has elected to be treated as a Real Estate
Investment Trust for tax purposes. In the UK, such entities must be
listed on a recognised stock exchange, must be predominantly
engaged in property investment activities and must meet certain
ongoing qualifications.
“Rent roll”
See “Passing rent”.
“RPI”
Retail price index, an inflationary indicator that measures the change
in the cost of a fixed basket of retail goods as calculated on a
monthly basis by the Office of National Statistics.
“SDLT”
Stamp Duty Land Tax – the tax imposed by the UK Government on
the purchase of land and properties with values over a
certainthreshold.
“Shareholders”
The holders of Ordinary Shares.
“SONIA”
Sterling Overnight Index Average.
“Speculative development”
Where a development has commenced prior to a lease agreement
being signed in relation to that development.
“sq ft”
Square foot or square feet, as the context may require.
“Tritax Big Box Developments Management
Shareholders”
The holders of B and C Shares in Tritax Big Box Developments.
“Tritax Big Box Developments ManCo”/”TBBD”
Tritax Big Box Developments Limited, a private limited company
incorporated in England and Wales (registered number 11685402)
which has an exclusive development management agreement with
Tritax Big Box Developments Holdings Limited to manage the
development of the Tritax Big Box DevelopmentPortfolio.
“TBBDHL”
Tritax Big Box Development Holdings Limited (Company number
127784, incorporated in Jersey).
“TBBR”
Tritax Big Box REIT plc (Company number 08215888).
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
163
“TMLLP”
Tritax Management LLP, the Manager of TBBR.
“Topped up net initial yield”
Net initial yield adjusted to include notional rent in respect of let
properties which are subject to a rent-free period at the valuation
date thereby providing the Group with income during the rent-free
period. This is in accordance with EPRA’s Best
PracticesRecommendations.
“Total Expense Ratio” or “TER”
The ratio of total administration and property operating costs
expressed as a percentage of average net asset value throughout
the period.
“Total Accounting Return”
Net total return, being the percentage change in EPRA NTA
overtherelevant period plus dividends paid.
“Total Shareholder Return”
A measure of the return based upon share price movement
overtheperiod and assuming reinvestment of dividends.
“Triple Net Leases”
A triple net lease (NNN lease) is a commercial lease agreement in
which the client is responsible for paying property taxes, insurance,
and maintenance costs in addition to rent and utilities. This type of
lease shifts most property expenses from the landlord to the client.
“Tritax Big Box Developments”
Tritax Big Box Developments Holdings Limited, a limited company
incorporated in Jersey (registered number 127784).
“Tritax Big Box Portfolio”
The portfolio of assets held through Tritax Symmetry following
theacquisition of db Symmetry in February 2019, including land,
options over land and a number of assets under development.
“True Equivalent Yield (“TEY”)”
The internal rate of return from an Investment property, based on
thevalue of the property assuming the current passing rent reverts
to ERV on the basis of quarterly in advance rent receipts and
assuming the property becomes fully occupied over time.
“UK AIFMD Rules”
The laws, rules and regulations implementing AIFMD in the UK,
including without limitation, the Alternative Investment Fund
Managers Regulations 2013 and the Investment Funds sourcebook
of the FCA.
“Value Add asset”
These assets are typically let to clients with good covenants and
offer the chance to grow the assets’ capital value or rental income,
through lease engineering or physical improvements to the property.
We do this using our asset management capabilities and
understanding of client requirements. These are usually highly
re-lettable. It also includes assets developed on a speculative basis
which have reached practical completion but remain unlet at the
period end.
“WAULT” or “Weighted Average Unexpired
LeaseTerm”
The income for each property applied to the remaining life for an
individual property or the lease and expressed as a portfolio average
in years. In respect of Forward Funded Developments, the unexpired
term from lease start date.
“Waystone” or “Waystone Services”
A trading name of Waystone Fund Services Limited
(companynumber02056193).
“Yield on cost”
The expected gross yield based on the estimated current market
rental value (“ERV”) of the developments when fully let or actual
rental value for completed developments or those pre-let, as
appropriate, divided by the estimated or actual total costs of
thedevelopment.
Glossary of Terms continued
Tritax Big Box REIT plc Annual Report 2025
164
Company Information
Company Registration Number: 08215888
Incorporated in the United Kingdom
Directors, Management
and Advisers
Directors
Aubrey Adams OBE, FCA, FRICS
Independent Non-Executive Chair
Karen Whitworth FCA
Senior Independent Director
Alastair Hughes FRICS
Independent Non-Executive Director
Elizabeth Brown
Independent Non-Executive Director
Wu Gang
Independent Non-Executive Director
Richard Laing FCA
Independent Non-Executive Director
Kirsty Wilman FCA
Independent Non-Executive Director
Registered office
72 Broadwick Street
London W1F 9QZ
Manager
Tritax Management LLP
280 Bishopsgate
London
EC2M 4AG
Joint Financial Adviser
Akur Limited
7 Swallow Street
London
W1B 4DE
Joint Financial Adviser and Joint
CorporateBroker
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
Joint Corporate Broker
J.P. Morgan Cazenove Limited
25 Bank Street
London
E14 5JP
Legal Advisers to the Company
Ashurst LLP
London Fruit & Wool Exchange
1 Duval Square
London
E1 6PW
Burges Salmon LLP
One Glass Wharf
Bristol
BS2 0ZX
Maples Teesdale LLP
30 King Street
London
EC2V 8EE
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Company Secretary
Tritax Management LLP
c/o 72 Broadwick Street
London
W1F 9QZ
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Administrator
Waystone Fund ServicesLimited
Broadwalk House,
Southernhay West
Exeter
EX1 1TS
United Kingdom
Depository
Langham Hall UK Depositary LLP
Broadwalk House
5 Appold Street
Broadgate
London
EC2A 2DA
Valuers
CBRE Limited
Henrietta House Henrietta Place
London
W1G 0NB
Colliers International Valuation UK LLP
95 Wigmore Street
London
W1U 1FF
Jones Lang LaSalle Limited
30 Warwick Street
London
W1B 5NH
Bankers
ABN AMRO Bank N.V.
5 Aldermanbury Square
London
EC2V 7HR
Banco Bilbao Vizcaya Argentaria S.A.
44th Floor
One Canada Square
London
E14 5A A
Banco Santander S.A.
2 Triton Square
Regent’s Place
London
NW1 3AN
Bank of America Europe DAC
2 King Edward Street
London
EC1A 1HQ
Bank of China Limited
1 Lothbury
London
EC2R 7DB
Barclays Bank plc
PO Box 3333
One Snowhill
Snow Hill Queensway
Birmingham
B3 2WN
BNP Paribas
10 Harewood Avenue
London
NW1 6AA
CaixaBank S.A.
8th Floor
63 St. Mary Axe
London
EC3A 8AA
Canada Life Investments
1-6 Lombard Street
London
EC3V 9JU
Helaba Landesbank Hessen-Thüringen
Girozentrale
10th Floor
3 Noble Street
London
EC2V 7EE
HSBC Bank plc
Level 2
8 Canada Square
London
E14 5HQ
J. P. Morgan Chase Bank N.A.
25 Bank Street
London
E14 5JP
PGIM Real Estate Finance
8th Floor
One London Bridge
London
SE1 9BG
Royal Bank of Scotland
250 Bishopsgate
London
EC2M 4AA
SMBC Bank International plc
100 Liverpool Street
London
EC2M 2AT
Wells Fargo Bank, N.A.
33 King William Street
London
EC4R 9AT
FINANCIAL STATEMENTS
Tritax Big Box REIT plc Annual Report 2025
165
This Annual Report and the Tritax Big Box REIT plc website may contain certain ‘forward-looking statements’ with respect toTritax Big Box
REIT plc’s (“Company”) financial condition, results of itsoperations and business, and certain plans, strategy, objectives, goals and
expectations with respect to these items and the economies and markets in which the Company operates. Forward-looking statements are
sometimes, but not always, identified by their use of a date in the future or such words as ‘anticipates’, ‘aims’, ‘due’, ‘could’, ‘may’, ‘should’,
‘will’, ‘would’, ‘expects’, ‘believes’, ‘intends’, ‘plans’, ‘targets’, ‘goal’ or ‘estimates’ or, in each case, their negative orother variations or
comparable terminology. Forward-looking statements arenot guarantees of future performance. Bytheir very nature forward-looking
statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend
oncircumstances that will occur in the future.
Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely.
Thereare anumber of such factorsthat could cause actual results and developments to differ materially from those expressed or implied by
these forward-looking statements. These factors include, but arenot limited to, changes in the economies and markets in which the Company
operates; changes in the legal, regulatory and competition frameworks in which the Company operates; changes in the markets from which
the Company raisesfinance; the impact of legal or other proceedings against or which affect the Company; changes in accounting practices
and interpretation of accounting standards under IFRS, and changes in interest and exchange rates. Any forward-looking statements made in
this Annual Report or Tritax Big Box REIT plc website, or made subsequently, which are attributable to the Company, or persons acting on
their behalf, are expressly qualified in their entirety by thefactors referred to above. Each forward-looking statement speaks only as of the
dateit is made.
Except as required by its legal or statutory obligations, the Company does not intend to update any forward-looking statements. Nothing
inthisAnnual Report or the Tritax Big Box REIT plc website should be construed as a profit forecast or an invitation to deal in the securities
ofthe Company.
Cautionary Statement
Tritax Big Box REIT plc Annual Report 2025
166
Tritax Big Box REIT plc’s commitment to environmental stewardship is reflected
inthis Annual Report, which has been printed on Revive 100 Silk, which is 100%
post-consumer recycled, FSC
®
certified. This document was printed by Pureprint
Group using its environmental print technology, with 99% of dry waste diverted
from landfill, minimising the impact of printing on the environment. The printer is
aCarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
Produced by Design Portfolio
www.design-portfolio.co.uk
CBP035080
Tritax Big Box REIT plc
72 Broadwick Street
London
W1F 9QZ
tritaxbigbox.co.uk
ACCOMMODATING
THE FUTURE
Tritax Big Box REIT plc Annual Report 2025