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2025 Annual Report
Shaftesbury Capital PLC
The leading central London
mixed-use REIT.
Our property portfolio extends to 2.8 million square feet of lettable space
across the most vibrant areas of London’s West End. With a diverse mix of
shops, restaurants, cafés, bars, apartments and offices, our destinations
include the high-footfall, thriving neighbourhoods of Covent Garden,
Carnaby, Soho and Chinatown. Our properties are close to the main West
End Underground stations and transport hubs for the Elizabeth Line.
Strategic report
The sections of the Annual Report which make up the Strategic report
are set out below. The Strategic report has been approved for issue
by the Board of Directors on 24 February 2026.
On behalf of the Board
Ian Hawksworth, Chief Executive
Impossible-to-replicate portfolio in the heart
ofLondon’s WestEnd
2
Investing in the West End 4
What sets us apart 6
The year in review7
Chief Executive’s statement 8
Our strategy 12
Our business model 13
Measuring performance 1
4
Our portfolio 16
Stakeholder engagement 37
Financial review 42
Risk management 49
Non-financial and sustainability information statement 70
Sustainability 72
Our people and culture 87
Health, safety and security 89
Corporate governance
91
Financial statements
151
Additional information
199
Contents
Visit us online to learn more about
our business and portfolio
www.shaftesburycapital.com
Presentation of information
The property level information set out within the Annual Report, including valuation and rental data, reflects
the portfolio under management at 100 per cent.
Following the sale of the 25 per cent non-controlling interest in the Covent Garden
estate during 2025,
management now considers the financial information for the business principally on a Group share basis with
the non-controlling interest removed on a line-by-line basis. The key financial performance indicators are
also
presented on this basis. Further details of alternative performance measures are included on page 199.
Shaftesbury Capital PLC | 2025 Annual Report
Strategic report Corporate governance Financial statements Additional information
Our impossible-to-replicate portfolio of over 600 buildings captures the
rhythm of this extraordinary city. From the lights of Carnaby and the buzz
of Soho to the heritage of Covent Garden and the colour of Chinatown,
every part of our estate beats with the life of London. Footfall flows through
our streets seven days a week, driven by the constant evolution that keeps
the West End at the centre of global attention.
These destinations benefit from exceptional connectivity, and form an
impossible-to-replicate portfolio, connected by culture and commerce.
These places don’t just attract people, they generate value. Leasing demand
is strong and our stewardship continues to unlock the potential of our
assets. We invest with purpose, protecting the character of the West End
while preparing it for the future. By nurturing the unique character of our
West End portfolio, positioning it for growth, we are committed to
strengthening London’s most vibrant mixed-use districts and delivering
sustainable returns for shareholders.
Creating vibrant
destinations
London’s West End is one of the world’s
most dynamic urban environments, alive
with energy, creativity and culture. It is
where people come to meet, shop, dine,
work and stay.
Shaftesbury Capital PLC | 2025 Annual Report 1
Strategic report Corporate governance Financial statements Additional information
Impossible-to-replicate portfolio
in the heart of London’s West End
Represents percentage of the portfolio
under management
Our property portfolio under management
extends to 2.8 million square feet of lettable
space across the most vibrant areas
ofLondon’s West End.
£5.4bn
Portfolio valuation
33%
Food & beverage
19%
Office
12%
Residential
36%
Retail
Portfolio breakdown
Shaftesbury Capital PLC | 2025 Annual Report 2
Strategic report Corporate governance Financial statements Additional information
Impossible-to-replicate portfolio in the heart of London’s West End continued
Vibrant destinations
The creative heart of London
Covent Garden, defined by Inigo Jones’s
1630s piazza, blends historic culture, arts,
retail and dining, attracting global visitors
year round.
London’s landmark of experience
Carnaby Street, within historic Soho, rose
toglobal fame in the 1960s as a centre
offashion and music, shaping London’s
enduring cultural and creative heritage.
Authenticity with global appeal
London’s Chinatown, established in the
1950s, is now Europe’s largest: a vibrant
cultural enclave celebrating East and
Southeast Asian heritage, enriching London’s
diversity.
52%
of the value of the portfolio under
management
42m
Annual footfall*
63m
Annual footfall*
42m
Annual footfall*
34%
of the value of the portfolio under
management
14%
of the value of the portfolio under
management
£2.8bn
Valuation
£1.8bn
Valuation
£0.8bn
Valuation
* MRI OnLocation footfall counters
Shaftesbury Capital PLC | 2025 Annual Report 3
Strategic report Corporate governance Financial statements Additional information
Investing to create thriving destinations
inLondon’s West End where people enjoy
visiting, working and living.
The West End offers unique long-term strengths, with
awide variety of retail, leisure and food & beverage
experiences, and is a globally recognised location for
education, i
nnovation and commerce.
Our impossible-to-replicate portfolio of heritage
properties within the West End consists of vibrant,
pedestrian-centric locations, with consistently high
occupancy
, and low capital requirements, which
together support reliable, growing long-term cash
flows underpinned by long-term resilience and
enduring global appeal.
Investing in the West End
within a
10 mins
walking radius to our portfolio
There are
21,000
hotel rooms
We are surrounded by some
of London’s busiest stations
Oxford Circus
Bond Street
Tottenham Court Road
Piccadilly Circus
Covent
Garden
Leicester
Square
Charing
Cross
Totalling over
160m
journeys a year
and an average dwell
time of
102 mins
c.150m
39
theatres in the
West End
and
553,000
workers
Our portfolio has an
annual footfall of
almost
Carnaby | Soho
Chinatown
Covent Garden
Source data: CACI, Colliers, London Theatre Direct, MRI, Transport for London.
Shaftesbury Capital PLC | 2025 Annual Report 4
Strategic report Corporate governance Financial statements Additional information
Strong growth through our digital channels
1.6m
Combined followers
149k new followers in 2025
26
Social channels
2.2m
Tagged user generated content
280k
Email subscribers
12% increase in subscribers
85.5m
Organic social impressions
20% increase year-on-year
26m
Video views
36% increase year-on-year
63m
annual footfall*
42m
annual footfall*
42m
annual footfall*
Investing in the West End continued
London*International* Domestic*
1.3m
Organic engagement
52% increase year-on-year
45%
25%
30%
* MRI OnLocation footfall counters
* CACI
Shaftesbury Capital PLC | 2025 Annual Report 5
Strategic report Corporate governance Financial statements Additional information
What sets us apart
Our people
• High-performance, professional, inclusive
andentrepreneurial culture, reflective of our
business strategy where creativity and
innovation are promoted across the business
• Collaborative environment where people
aremotivated to give their best
Read more on page 87 ->
West End mixed-use expertise
• Strong track record of delivering long-term
value across the West End
• Extensive, detailed knowledge of the West
Endproperty market
• Creative and active approach to asset
management to meet consumers’ and our
customers’ evolving needs
Read more on page 16 ->
Our portfolio
• Concentrated in iconic, high-footfall
destinations in the West End
• Balance of uses with diversified income streams
• Long history of occupier demand exceeding
availability
• Long-term resilience of exceptional destinations
Read more on page 16 ->
Customer focus and insights
• Placing our customers at the heart of our
business to provide best-in-class service
• Leveraging our deep understanding of our
customers and consumers together with
data-led insights to inform our business
strategy
Read more on page 25 ->
Stakeholder relationships
• Collaborative approach, maintaining good
relationships with our customers and local
communities
• Delivering positive environmental and social
outcomes to enhance value for stakeholders
Read more on page 37 ->
Strong capital structure
• Resilience, flexibility and efficiency
• Access to significant liquidity
• Disciplined approach to capital allocation
• Prudent approach to financial leverage
andrisk
Read more on page 49 ->
Employee
engagement
84%
EPRA loan-to-
value ratio
17%
Mixed-use income
streams from
c.640
buildings
Annual footfall
£5.9m
Social value
delivered
c.150m
Shaftesbury Capital PLC | 2025 Annual Report 6
Strategic report Corporate governance Financial statements Additional information
Underlying EPS
1
4.5p
2024: 4.0p
Basic earnings per share
18.7p
2024: 13.8p
L-f-L ERV growth
+6.2%
2025 ERV*: £270m
434 transactions
+10.3%
vs December 2024 ERV
85%
Commercial assets EPC A-B by ERV
Low vacancy
2.6%
ERV available to let
L-f-L AGI growth
+5.3%
2025 AGI*: £215m
EPRA LTV
1
17%
2024: 27%
Net debt to EBITDA
1
6.6x
2024: 10.9x
Employee engagement
84%
2024: 82%
The year in review
L-f-L valuation growth
+6.6%
Strong financial performance Excellent operating performance A sustainable business
* Property portfolio under management1. Further information on alternative performance and EPRA measures
are set out on page 199.
* Compared to 2019 baseline
Read more on page 42 -> Read more on page 27 -> Read more on page 72 ->
EPRA NTA
1
+7.2%
Carbon footprint reduction
54%
214.7p
200.2p
2025
2024
£5.4bn*
£5.0bn*
2025
2024
54%*
50%*
2025
2024
Strong financial performance with growth
in rental income, earnings, dividends,
valuation and EPRA NTA
Strong operating performance with
high occupancy, ERV and valuation
growth
Responsible long-term approach
delivering long-term value
Shaftesbury Capital PLC | 2025 Annual Report 7
Strategic report Corporate governance Financial statements Additional information
Overview
We are pleased to report another excellent year with
growth in rental income, earnings, dividends, property
valuation and net tangible assets per share. Our West
End estates
are busy and vibrant, with high occupancy,
footfall and customer sales. Our customers recognise
the exceptional features of our actively managed
portfolio which has
broad appeal to domestic and
international consumers. We start 2026 with a strong
leasing pipeline and repositioning opportunities across
the portfolio that support our long-term growth
prospects.
“Our West End estates are busy and
vibrant, with high occupancy, footfall
and customer sales.”
The independent valuation of properties under
management increased by 6.6 per cent, resulting in a
14.5 pence increase in EPRA NTA per share to 214.7
pence per share
. We continue to deliver rental income
growth and cost efficiencies, resulting in a 12.2 per
cent increase in underlying earnings and 14.3 per cent
growth in dividends.
In April 2025, we established a long-term partnership
with Norges Bank Investment Management (“NBIM”)
which acquired a 25 per cent non-controlli
ng interest
in the Covent Garden estate, in line with the December
2024 valuation. The partnership brings together two
long-term investors with a shared confidence in and
a
mbitions for the growth prospects of the Covent
Garden estate and the West End.
With our strong performance, pipeline, balance sheet
and liquidity position, we are well-positioned to deliver
attractive total accounting returns.
Chief Executive’s statement
Strength of demand for our unique West
End portfolio
As one of the largest property owners in London’s
West End, we play an important role in shaping the
area’s long-term future. Our iconic portfolio provides
w
orld-class retail, food & beverage, office and
residential space, supporting London’s position as
aleading global destination.
London’s rich cultural offering, strong transport l
inks,
globally-recognised educational hub and innovative
business environment continue to underpin its global
appeal. The West End remains a thriving hu
b for
culture, retail, dining, leisure and entertainment. With
limited new supply and consistently high demand for
prime space, the fundamentals of the West En
d market
are supportive of sustainable long-term rental growth.
Leasing demand is strong, with prime West End
locations widely regarded as an essential “shop
window” for gl
obal brands. Our portfolio continues to
benefit from active asset management and curation,
ensuring our locations remain vibrant, distinctive and
well-positioned to c
apture customer demand. Hotel
occupancy in the West End remains high, while the
Elizabeth Line continues to broaden catchment for
visitors and workers alike.
T
here is significant growth potential and rental
reversion across each of our locations. Footfall and
sales continue to strengthen, reflecting consumer
confiden
ce and underpinning leasing activity. 2025
has been a positive year, with de mand remaining
resilient despite uncertainty arising from higher
employment costs and ongoing geopolitica
l and
macroeconomi c volatility.
We have made significant progress and remain
confident and excited about the prospects for each
ofour destinations. We are
generating rental income
“We are pleased to report another
successful year, delivering growth
in rental income, earnings,
dividends, property valuation and
net tangible assets per share.”
Ian Hawksworth
Chief Executive
Shaftesbury Capital PLC | 2025 Annual Report 8
Strategic report Corporate governance Financial statements Additional information
growth through our asset management activities. The benefit of
unifying the Covent Garden district including the Piazza and
surrounding streets, together with Seven Dia
ls, through leasing,
asset management and marketing activities is clear. The changes
implemented across Seven Dials over the past three years have
delivered 32 per c
ent rental growth with continued leasing
demand, reinforcing consumer interest in the wider Covent
Garden area.
The evolution of Carnaby Street has moved forward, w
ith 19 new
concepts introduced this year, with brand and category selection
designed to address the evolving needs of our customers and
consumers. We have und
ertaken initial engagement on public
realm enhancements, including streetscape, lighting and
wayfinding, which are expected to commence later this year
w
hile carefully preserving Carnaby Street’s distinctive character
and heritage.
In Chinatown we are continuing to introduce more variety and
new concepts to the area, increasing the pan
-Asian offering at
arange of price points, whilst preserving the character of the
area. This is delivering good rental growth with ERVs up 18 per
cent since 2022.
Active investment market
The West End investment market is very active for smaller lot
sizes. Property yields are stable, with marginal yield compression
observed across certain properties, supported by transactiona
l
evidence from a broad range of investors including in many
cases owner-occupiers. There is now also enhanced appetite for
larger lot sizes with lower interest
rates contributing to improved
liquidity conditions.
The formation of the long-term partnership on Covent Garden
with NBIM, a leading global real estate investor, demonstrates
the
quality of our portfolio. Through partnering with private
capital, we leveraged our operating expertise and assets,
enhancing growth and expansion opportunities across our
portfolio whil
st strengthening our financial position and providing
significant optionality to the Group.
We remain disciplined in our approach to capital allocation and
c
ontinue to look at opportunities to expand selectively, adding to
our growth prospects, ensuring that we deploy resources to
enhance the overall portfolio and generate
long-term value for
shareholders. Over the past three years, Shaftesbury Capital has
deployed £278 million of capital through acquisitions and capital
expenditure and generated proceeds of £1 bi
llion from disposals
in line with valuation. We assess the merits of all capital decisions
including investment in our portfolio and repositioning
opportunities, accretive acquisitions, the
disposal of non-
strategic assets and the return of surplus capital to shareholders
as appropriate.
We continue to deliver capital initiatives, particularly across
Covent Garden and Carn
aby | Soho. This year, we invested
£113.3 million in our portfolio, comprising £33.1 million in capital
expenditure and £80.2 million in targeted acquisitions. These
acq
uisitions present attractive asset management opportunities
with rental growth potential. We continue to invest where
appropriate, with an encouraging pipeline of acquisition
opportunities cu
rrently under review.
Significant growth in earnings, dividends and
valuation
Our prime West End portfolio is anticipated to continue to deliver
long-term sustained total returns. NTA increased by 7.2 per cent
over the year to 214.7 pence per
share. Annualised gross income
increased by 5.3 per cent (like-for-like) to £215.0 million from
leasing activity and asset management initiatives. ERV increased
by 6.2
per cent (like-for-like) to £270.3 million, reflecting
favourable supply-demand dynamics in our markets for high-
quality real estate with only 2.6
per cent of portfolio ERV
available to let. 434 leasing transactions completed during the
year, 10.3 per cent ahead of December 2024 ERV and 13.9 per
cent ahead of previou
s passing rents. Total property return for
the year was 10.1 per cent, significantly ahead of the MSCI Total
Return Index which recorded 7.1 per cent.
Cost savings con
tinue to be identified and implemented across
the business. Current initiatives include supplier consolidation
“We enter 2026 with a strong leasing pipeline across our destinations.”
Shaftesbury Capital PLC | 2025 Annual Report 9
Strategic report Corporate governance Financial statements Additional information
decarbonise by replacing gas with electricity where
practical to do so. As we look ahead, we will utilise
technology and innovation to enhance our
sustainabil
ity activities and work closely with
customers and our stakeholders to deliver shared
sustainability goals.
“Our scale allows us to shape not only
buildings, but also the spaces around
them.”
Our scale allows us to shape not only buildings, but
also the spaces around them. We are working with
local stakeholders to enhance the public rea
lm across
our destinations, making them greener and more
enjoyable for everyone. Covent Garden’s Henrietta
Street public realm is currently being improved, with
comp
letion expected by the end of 2026, delivering
wider, more accessible pavements and enhanced al
fresco dining with greening. We are also undertaking
early enga
gement on improvements to Carnaby Street
to enhance the experience while preserving the area’s
unique character.
Active community engagement
As a responsible long-term investor, community
engagement and collaboration are important to us.
Werecognise the importance of fostering relationships
within the communities that
help make our places
thrive. Our community programme prioritises initiatives
and charitable partnerships within Westminster and
Camden, and includes financial contributions, provisio
n
of space and employee volunteering.
In 2025, we published our first Community Impact
Report highlighting our contribution and the valuable
work of community partners. In a
ddition, we
commenced our three-year community strategy,
prioritising support for local people into employment
as the area with the greatest potential to deliver lasting
impact throu
gh partnerships across a range of
charitable and community initiatives.
across portfolio operations, such as security, cleaning,
facility management and property management, whi
ch
are anticipated to generate efficiencies and enhance
customer service. Underlying administration costs
were £33.3 million excluding the share award charge,
reflecting
an 8 per cent reduction relative to 2024.
Underlying earnings increased by 12.2 per cent to
£81.9 million, equivalent to 4.5 pence per share and
the Boar
d has proposed a final dividend of 2.1 pence
per share taking the total dividend for the year to 4.0
pence per share, up 14.3 per cent over the year,
reflecting the pro
gression in underlying and cash
earnings. Total accounting return for the year was
9.1per cent.
We maintain a strong balance sheet with a focus on
resilience, f
lexibility and efficiency. Net debt to EBITDA
is 6.6 times, EPRA LTV is 17 per cent and the interest
cover ratio is 4.0 times, with substantial headroom
against debt covenants. The
Group has access to
significant liquidity ensuring it is well-positioned to
acton market opportunities.
Prime portfolio positioned for long-term
growth
Operational performance continues to be strong and
there is a specific plan for each estate and the
connections between them to deliver growth from the
portfolio. With limited n
ew supply and strong demand,
the prospects for rental growth are positive, with
leasing activity completed well ahead of previous
passing rents and ERV. We are improving the qual
ity
ofour offer via letting activity which enhances our
customer mix.
Market rent (as represented by ERV) for the portfolio is
26 per cent higher than current passing rent,
resulting
in significant upside potential in rental income through
leasing and asset management activity. The portfolio
remains virtually full at 97 per cen
t occupancy. Based
on our consumer data and experience, average spend
and dwell time have the potential to be significantly
higher in areas of our portfolio
, with mix, category and
brand selection designed to generate higher
productivity which should support rental growth.
We place the customer at the heart of our business,
de
livering high-quality service, while creating vibrant,
differentiated experiences for visitors, workers and
residents. Our approach focuses on building and
maintaining close custom
er relationships together with
our partners. Customer retention remains a strength,
underpinned by consistently high renewal rates and
trusted partnerships with our customers. The sc
ale
and depth of the portfolio provide opportunities to
support the growth of our customers with numerous
examples of customers having upsized or expanded
across the portfolio
in recent years. This year we
launched a Customer Satisfaction Survey which
included customer interviews and was very well
received. We have now rolled out o
ur customer
connection portal, allowing more frequent
engagement.
Our marketing programme continues to focus on the
consumer calendar, supporting footfall
and sales
prospects in our destinations. Our digital channels
continue to grow, extending our reach and providing
marketing opportunities with customers and partners.
A
ctivations and events provide further collaboration
opportunities with brands across our portfolio
providing ancillary revenue opportunities whilst
benefiting stakeholders across the wi
der West End.
Commitment to environmental stewardship
Our Sustainability Strategy is founded in future-
proofing our heritage buildings and creating
sustainable and healthy places where people enjoy
visiting, working a
nd living. Throughout 2025, we
continued to reduce the environmental impact of our
operations. We have ambitious targets to decarbonise,
reduce energy use
and deliver positive environmental,
social and economic impact.
We continue to work towards our aim to be a leader in
sustainable heritage bui
ldings and are proud to be
included in the Financial Times list of Europe’s Climate
Leaders 2025. We are committed to meeting our 2030
carbon reduction targets an
d have reset our Net Zero
Carbon target to 2040. We have already made great
progress in reducing our carbon emissions and,
working with our customers, will continue
to
Chief Executive’s statement continued
Shaftesbury Capital PLC | 2025 Annual Report 10
Strategic report Corporate governance Financial statements Additional information
Our people, values and culture
Our people are one of our competitive strengths and
critical to our success. We provide a collaborative
environment where people are inspired to give their
best an
d contribute to the Company’s success. During
the year, Shaftesbury Capital carried out a second
employee survey, with a very high participation rate of
90 per cent and an overa
ll engagement score of 84 per
cent, ahead of the global benchmark. Overall, the
employee feedback received was positive, reflecting
strong levels of pride and commitme
nt across the
organisation. We thank our employees for taking part
in the survey and for their commitment during the year.
We have a very experienced leadership team as w
ell
as a breadth of talent across the Group. At the end of
the year, two valued colleagues, Michelle McGrath and
Andrew Price, stepped down from the business and we
thank
them for their contribution over many years.
Following this, a number of the senior leadership team
have taken on greater responsibility in Asset
Management, Leasing, Marketing and I
nvestment
reporting directly to the Chief Executive and Chief
Financial Officer.
We are proud to be named Britain’s Most Admired
Company 2025 in the Property / Residential &
Commercial REITs sector which is an endorsement of
our strategy and our people. We continue to invest in
our people and have introduced a number
of initiatives
to support our colleagues, providing greater
development opportunities.
Outlook
Our growth prospects are underpinned by strong
fundamentals. The West End market has delivered
attractive, predictable growth over the long-term with
annualised rental growth
of approximately 4 per cent.
Our strategy is to deliver consistent, long-term rental
growth generating attractive risk-adjusted returns,
earnings and valuation progression. The
West End
market is characterised by consistently high
occupancy, scarcity value and limited new supply. We
continue to actively rotate capital into core locations
and prime streets, supported by selective capital
investment. Our forward-looking customer and
consumer focus, including optimising use, category and
brand mix, is desi
gned to enhance productivity and
value. There are benefits of scale through aggregation,
improved public realm and greater use of data
continue to support sustain
able growth. These strong
fundamentals and our active approach have enabled
us to outperform.
Despite ongoing macroeconomic and geopolitical
uncertainty, the West End c
ontinues to perform well,
with high footfall, sales growth, limited vacancy and a
strong leasing pipeline. The investment in Covent
Garden by a leading global
real estate investor, NBIM,
underlines the quality of our portfolio. With enhanced
liquidity and a strong balance sheet, we are well-
positioned to pursue accretive opportunities and g
row
assets under management.
We are confident in delivering our medium-term target
rental growth of 5 to 7 per cent, which, alongside
stable yields,
supports total property returns of 7 to
9per cent and total accounting returns of 8 to 10 per
cent per annum. Through active management of our
prime West End
portfolio and the strength of our
operating platform, we are focused on sustained
long-term growth in rental income, earnings, dividends
and property valuation.
‘’With enhanced liquidity and astrong
balance sheet, we are well positioned
to pursue accretive opportunities and
grow assets under management.’’
Ian Hawksworth
Chief Executive
24 February 2026
Chief Executive’s statement continued
Shaftesbury Capital PLC | 2025 Annual Report 11
Strategic report Corporate governance Financial statements Additional information
Our strategy
Take a responsible,
long-term view
Act with integrity
Take a creative approach
Listen and collaborate
Make a difference
Underpinned by our talented team and dynamic culture
Investing to create thriving destinations in
London’s West End where people enjoy visiting,
working and living.
To deliver long-term income and
value growth from our unique
portfolio of properties through
investment, curation and
responsible stewardship, benefitting
all stakeholders
and contributing to
the success of the West End.
Place our customers at the heart of the business
•
Deliver best-in-class service to our customers
• Leverage deep understanding of consumers
andcommercial data
Creative and active approach
•
Invest in and nurture remarkable destinations in
London’sWest End
• Dynamic leasing strategy
• Reuse, repurpose and improve our buildings
• Enhance public realm
Disciplined financial management
•
Prudent, conservative approach to financial
leverageandrisk
• Maintain cost and capital discipline
Sustainable and community-minded
•
Broad community and stakeholder engagement
• Responsible stewardship
• Commitment to the environment and clear
sustainabilitygoals
Our purpose Our strategy Our values
Confidence in medium-term targets set out in 2023¹
Rental growth
5–7%
Total property return
7–9%
Total accounting return
8–10%
1. Annualised rates over 3 to 5 years, assuming stable cap rates
Shaftesbury Capital PLC | 2025 Annual Report 12
Strategic report Corporate governance Financial statements Additional information
Impossible-to-replicate portfolio
A diverse mixed-use portfolio of scale inthe
heart of London΄s West End
Experienced, creative team
With a deep understanding of our markets
and track record of value creation
Strong capital structure
Resilient and flexible capital structure with
a prudent approach to financial leverage
and risk
Effective governance and risk management
A governance structure that supports and
helps the delivery of strategic objectives with
transparency
Value creation
Create, grow and deliver long-term sustainable
economic and social value
People
Attract, develop and retain talented people
Sustained long-term growth
Deliver long-term growth in portfolio value,
earnings, cash flow and dividends
Impact
Minimise the environmental impact of our
operations and engage with stakeholders
Our business model
Creating value for our stakeholders
For more on our stakeholder engagement: see pages 37 to 41->
Our resources
How we deliver
How we measure
Our
strategy
Shaftesbury Capital PLC | 2025 Annual Report 13
Strategic report Corporate governance Financial statements Additional information
Measuring performance
Measures gains and losses on portfolio valuation
including disposals, and rents received less
associated costs. Benchmarked against the MSCI
Total Return All Property Index (co
mparator group).
During 2025, the Group generated TPR of 10.1 per
cent, outperforming its benchmark of 7.1 per cent
by 3.0 percentage points. (Target: 0.5 to 1.5
per
centage points per annum outperformance.)
+9.1%
+18.6%
R
Total property return
R
Total accounting return
Measures growth in EPRA NTA per share plus
dividends per share paid during the year.
Benchmarked against the FTSE 350 Real Estate
companies (comparator group). The Group
ge
nerated a total accounting return of 9.1 per cent
in the year, outperforming the median of the
comparator group by 3.0 percentage points.
Measures shareholder value creation (
share price
movement plus dividend per share paid during the
year). Benchmarked against the FTSE 350 Real
Estate companies (comparator group). The Group
generated total shareholder
return of 18.6 per cent
in the year, outperforming the median of the
comparator group by 4.7 percentage points.
Shaftesbury Capital
Comparator group
Outperformance
+10.1%
+7.1%
+3.0%
Shaftesbury Capital
Comparator group
Outperformance
+9.1%
+6.1%
+3.0%
+18.6%
+13.9%
+4.7%
Shaftesbury Capital
Comparator group
Outperformance
We measure performance against key performance indicators which are selected to reflect the Group’s strategy. Many of these metrics are performance
measures under Group remuneration arrangements, ensuring alignment with shareholder interests.
The following performance measures are part of the Executive Directors’ short-term or long-term incentive arrangements.
Readmore in the Directors’ remuneration
report from page 123 to 147 ->
R
Total shareholder return
R
A performance measure under Executive Directors’ short-term or long-term incentive arrangements. Read more intheDirectors’ remuneration report from page 123. Further details of the calculation
ofperformance metrics are included on page 199.
+10.1%
Shaftesbury Capital PLC | 2025 Annual Report 14
Strategic report Corporate governance Financial statements Additional information
4.5p
214.7p
94%
Measures income generation and cost control.
During 2025, the Group generated underlying EPS
of 4.5 pence per share.
1.Underlying earnings per share for 2023 reflects the
standalone performance of Capco for the period 1 January
to 5 March 2023 and the performance of the merged
business
, Shaftesbury Capital, from the completion date
to31 December 2023.
R
Underlying earnings per share
1
R
EPRA net tangible assets per share
Properties with an EPC rating of A to C
The net assets as at the end of the year including
the excess of the fair value of trading property
over its cost and revaluation of other non-current
investments, excludi
ng the fair value of financial
instruments and deferred tax on revaluations,
divided by the diluted number of ordinary shares.
EPRA NTA per share as at 31 December 2025 w
as
214.7 pence, a 7.2 per cent increase from
31 December 2024.
Measures the number of our properties with an
Ato C EPC rating. 94 per cent of our properties
byERV have an
EPC rating of A to C, an increase
of6 percentage points from 31 December 2024.
2025
2024
2023
4.5p
4.0p
3.7p
214.7p
200.2p
190.3p
2025 2024 2023
88%
80%
2025 2024 2023
94%
We are proud of the following awards, benchmarks and accreditations:
1. https://www.msci.com/legal/notice-and-disclaimer
2. https://www.lseg.com/en/ftse-russell/indices/ftse4good
1 2
Shaftesbury Capital PLC | 2025 Annual Report 15
Strategic report Corporate governance Financial statements Additional information
Measuring performance continued
Our portfolio
Delivering long-term sustainable rental income and value growth
+6.6%
Valuation
2.6%
ERV available to let
+6.2%
ERV
+5.3%
Annualised gross income
434
Leasing transactions completed
Shaftesbury Capital PLC | 2025 Annual Report 16
Strategic report Corporate governance Financial statements Additional information
+5.5%
Valuation £2.8bn
+5.6%
ERV £142m
+4.8%
Annualised gross income £110m
1.5m
Sq. ft. of lettable space
Shaftesbury Capital PLC | 2025 Annual Report 17
Strategic report Corporate governance Financial statements Additional information
A world-class mixed-use destination
Covent Garden is a world-class global destination
inthe heart of the West End, steeped in history with
arich heritage, made up of unique neighbourhoods
including the ico
nic Piazza, Market Building and
surrounding streets, together with Seven Dials,
aseventeenth-century network of streets and
courtyards.
Covent Garden offers unique
shopping and dining
experiences complemented by offices and a high-
quality residential neighbourhood. This exceptional
mixed-use portfolio of approximately 1.5 millio
n
square feet provides a broad range of unit sizes,
attracting a wide spectrum of retail and hospitality
customers. The estate is a vibrant, high-footfall
destination, which provides
a seven-days-a-week
trading environment, is home to more than half of
London’s West End theatres, with exposure to
adiverse customer base, attracting both domestic
andin
ternational visitors alike.
The Covent Garden portfolio valuation increased
by5.5 per cent driven by leasing and asset
management activity. ERV increased by 5.6 per c
ent
driven by activity across the retail and food &
beverage space, with 30 new brands introduced
tothe district during the year. 65 new commercial
leases and rene
wals were agreed during the year,
10.6 per cent ahead of ERV.
In April 2025, Shaftesbury Capital formed a long-term
partnership with NBIM, the Norwegian sovereign
wealth fund, in respect of its
Covent Garden estate.
NBIM acquired a 25 per cent non-controlling interest
in the Covent Garden estate at the December 2024
valuation.
The Theatre of Christmas
Hollywood and West End star Hayley Atwell lit up
Covent Garden on 12 November, switching on the
iconic Christmas lights and launching a vibrant
seven
-week festive celebration. With a towering
tree, sparkling displays and live performances, the
estate once again proved itself one of London’s
most electric Christmas destination
s.
“With its selection of world-famous
theatres, variety of shops and
abundance of bars and restaurants,
it’s easy to see why Covent Garden
is often considered the beating
heart of London’s West End.”
Square Meal
12%
32%
44%
12%
Retail
Food & beverage
Offices
Residential
Percentage of portfolio valuation as at 31 December 2025
Watch video coverage of the event here:
https://bit.ly/4seb5y0
Shaftesbury Capital PLC | 2025 Annual Report 18
Strategic report Corporate governance Financial statements Additional information
Henrietta Street reimagined
Improvements to the Henrietta Street public realm have
commenced to enhance accessibility and pedestrian comfort
through widened footways, level surfaces and im
proved
permeability. High-quality materials, sensitively integrated lighting
and retained historic features will reinforce the character of the
Market Building and Piazza while im
proving safety and overall
streetscape quality.
Seven Dials’ momentum continues
The continued repositioning of Seven Dials
within the wider Covent Garden district has
gained momentum, attracting high-quality,
experience-led brands includin
g Alo Yoga,
Thule and Kapten & Son on Neal Street.
Neal’s Yard has also been enhanced with
the arrival of St JOHN, Kricket and
celebrated gastrotèque Buvette. This brand
mix is driving increased consumer
engagement across the area.
Covent Garden continued
CGI for illustrative purposes only
Shaftesbury Capital PLC | 2025 Annual Report 19
Strategic report Corporate governance Financial statements Additional information
+8.5%
Valuation £1.8bn
+7.5%
ERV £92m
+6.8%
Annualised gross income £72m
0.9m
Sq. ft of lettable space
Shaftesbury Capital PLC | 2025 Annual Report 20
Strategic report Corporate governance Financial statements Additional information
A distinctive London district shaped
by cultural heritage and creative
energy
“Carnaby Street, located in the
heart of Soho, is no doubt one
ofthe most iconic streets in London
– known for fashion, music, and
cultural innovation for over
acentury.”
Secret London
35%
22%
34%
9%
Retail
Food & beverage
Offices
Residential
Percentage of portfolio valuation as at 31 December 2025
Flagship store opening
for beauty icon
Internationally recognised luxury beauty brand
Charlotte Tilbury opened a new flagship in
aprominent gateway unit at a key entrance
toCarnaby Street. The sign
ing follows the
brand’s recent upsizing in Covent Garden,
reflecting our ability to support customer
growth and expansion across the portfolio.
Carnaby Street is
a true London original. Constantly
evolving, it continues to challenge convention with its
world-class culture, game-changing culinary scene and
trendsetting style, courtesy of modern fashion flagships
and one-of-a-kind premium boutiques. The diverse and
vibrant character of Carnaby Street is showcased in its mix
of famo
us shopping experience line-up, paired with the
pedestrianised streets.
Our portfolio in central Soho focused on Berwick, Beak and
Broadwick streets offers a diverse array of creative and
indepe
ndent businesses, iconic restaurants and
entertainment venues. Our Carnaby | Soho portfolio
comprises approximately 0.9 million square feet with over
100 hospitality concepts
which are a key ingredient to the
area’s vibrancy.
Carnaby Street’s iconic Kingly Court is a go-to location for
Soho locals and visitors alike. Across three
storeys and
abuzzing open-air courtyard, critically-acclaimed
restaurants serve up fresh food from across the world.
Syrian sharing plates, Japanese sashimi, classic Filipino
dishes – providi
ng something for everyone.
Carnaby|Soho delivered strong performance this year
with 8.5 per cent valuation growth driven by strong leasing
and asset management activity. ERV growth was 7.5 per
cent during the year, as a result of 60 new commercial
leases and renewals agreed 11.3 per cent ahead of ERV,
primarily driven by retail and foo
d & beverage lettings and
asset management activity.
Shaftesbury Capital PLC | 2025 Annual Report 21
Strategic report Corporate governance Financial statements Additional information
A new wave of brands across Carnaby Street and Soho
Leasing momentum across Carnaby Street and Soho remains strong, with an extensive mix of fashion,
beauty and hospitality brands joining the district. New openings include Tal
a, Farm Rio and Charlotte
Tilbury alongside signings including Sephora and Edikted, which sit alongside a number of new high-quality
dining offers, rein
forcing the area’s position as a dynamic, experience-led destination.
Carnaby Street public realm
enhancements
Early-stage engagement has commenced on
proposed public realm enhancements for Carnaby
Street, aimed at improving the experience for both
the local community
and visitors. The proposals
focus on streetscape quality, greening, lighting,
wayfinding and public art, while carefully
preserving Carnaby Street’s distinctive character
and heritage.
Carnaby | Soho continued
CGI for illustrative purposes only
Shaftesbury Capital PLC | 2025 Annual Report 22
Strategic report Corporate governance Financial statements Additional information
+6.4%
Valuation £0.8bn
+5.5%
ERV £36m
+4.0%
Annualised gross income £33m
0.4m
Sq. ft. of lettable space
Shaftesbury Capital PLC | 2025 Annual Report 23
Strategic report Corporate governance Financial statements Additional information
“London’s Chinatown is unmatched
in its variety and authenticity –
offering an array of cuisines in
avibrant area.”
The Times
Europe’s premier Chinatown with
avibrant cultural identity
Europe’s premier Chinatown is in the heart of the West
End’s entertainment district. Its 12 predominantly
pedestrianised and interconnected streets, lined with
iconic red
lanterns, offer an exceptional concentration
of restaurants with a wide range of East and Southeast
Asian dining choices. Equally thriving day and night, the
area’s restaura
nts, bars, shops and cafés, as well as its
unique mix of oriental supermarkets and authentic
Asian retail stores, attract large numbers of Londoners,
tourists, Chinese students a
nd local workers.
The district continues to thrive on its rich cultural
identity, with its architecture and streetscape creating
a distinctive sense of place that attracts Londoners
and visitors alike. Its restaurants, cafés and shops
contribute to a dynamic day-to-night atmosphere.
Cultural celebrations such as Chinese New Year
3%
61%
17%
19%
Retail
Food & beverage
Offices
Residential
Percentage of portfolio valuation as at 31 December 2025
“Our relationship with Shaftesbury
Capital is one that has proven
incredibly rewarding, working with
them now for more than 18 years, so
itfelt right that we select Chinatown
London for Arôme. It is a hub for ESEA
culture, and whether we are welcoming
tourists, residents, or office workers,
we know that the people who come to
this part of the West End are seeking
exactly what we’re offering –
authenticity enhanced through
innovation.”
Ellen Chew
Co-Founder of Arôme Bakery
further animate the area, drawing large crowds and
reinforcing Chinatown’s long-established role as a
centre of East and Southeast
Asian culture in London.
Throughout the year, activations and seasonal events
bring additional energy to the streets, with Chinese
New Year remaining one of Lond
on’s most celebrated
cultural moments.
Chinatown delivered strong performance this year with
a 6.4 per cent valuation growth. 24 new commercial
leases and renewals were agreed
in Chinatown, 17.4
per cent ahead of ERV. ERV growth in Chinatown was
5.5 per cent over the year, driven by food & beverage
letting activity.
Shaftesbury Capital PLC | 2025 Annual Report 24
Strategic report Corporate governance Financial statements Additional information
Creating unrivalled consumer experiences across our
West End portfolio
Through carefully crafted events, targeted
campaigns and memorable consumer moments,
we enliven our vibrant, predominantly
pedestrianised and traffic-calmed destinations,
attracting visitors, building loyalty and driving
repeat visits.
Our year-round, differentiated consumer
experiences enhance key metrics including
footfall, conversion and spend and, alongside
strong customer partnerships, directly support
long-term rental growth prospects.
Bold brand experiences
Our West End portfolio has welcomed a number of
unique activations from global brands seeking a
world-class destination to engage with both new and
existing customers
. For example, Chanel unveiled an
experiential installation that reimagined skate culture
through a luxury lens, celebrating a decade since
opening their first
ever beauty store in Covent Garden.
280k
email subscribers
1.6m
total social audience
149k
new followers in 2025
Our digital platforms including social media,
email newsletters and websites continue to see
significant growth. During the year, our level of
engagemen
t and number of followers increased
by 17.8 per cent in aggregate across all
destinations. We have direct engagement with
over 1.6 million consumers across o
ur channels
and in December 2025 launched a new
consumer website for Covent Garden.
“We continue to deliver distinctive
consumer experiences across our West
End portfolio, with brand-led
activations and cultural moments
enhancing reach, footfall, conversion
and spend, reinforcing the West End’s
position as a world-class destination
and supporting rental growth.”
Catherine Riccomini
Director of Marketing & Communications
Shaftesbury Capital PLC | 2025 Annual Report 25
Strategic report Corporate governance Financial statements Additional information
Customer collaboration
Carnaby Street celebrated the start to the Christmas
season with the switch-on of the ‘All Is Bright’ festive
lights, attracting thousands of visitors to the area.
The lights were switched on
by Charlotte Tilbury
MBE, following the recent opening of a flagship store
on Carnaby Street, marking a high-profile moment
for the destination.
Watch video coverage of the event here:
https://bit.ly/47g8ag3
Celebrating authentic culture
Chinatown once again played host to the annual Chinese New Year
parade, the largest outside of Asia, which took place in February 2025
celebrating the Year of the Snake.
Shaftesbury Capital PLC | 2025 Annual Report 26
Strategic report Corporate governance Financial statements Additional information
Creating consumer experiences continued
Overview
Shaftesbury Capital owns and manages an impossible-
to-replicate portfolio that extends to 2.8 million
square feet of lettable space across the most vibrant
areas of London’
s West End. The Group’s portfolio of
adaptable mixed-use buildings provides diversified
income streams with a long history of occupier
demand exceeding availability
of space. With a broad
mix of shops, restaurants, cafés, bars, apartments
and offices, our destinations include the high-footfall,
thriving neighbourhoods of Covent Garden, Carnaby
Street, Soho and Chinatown. Ou r properties are
located at the heart of the West End’s entertainment
and cultural attractions , benefitting from excellent
connectivity through close pro
ximity to the main
West End Underground and train stations together
with transport hubs for the Elizabeth Line. These
locations are characterised by high occupancy, low
capital requ
irements and reliable, growing long-term
cash flows.
Fundamentals supportive of rental growth
There is significant rental growth potential for each of
our locations with embedded reversion in the portfolio
of over 600 buildings. 434 leasing transactions
completed during the year, 10.3 per cent ahead of
December 2024 ERV, in turn delivering 6.2 per cent
ERV growth over the year. Annualised gross income
increased by 5
.3 per cent (like-for-like) to £215 million.
The valuation of the property portfolio under
management increased by 6.6 per cent (like-for-like)
to£5.4 billion.
• Market rent (as represented by ERV) for the portfolio
is 26 per cent higher than current passing rent,
resulting in significant upside potential in rental
income throug
h leasing and asset management
activity. Customer sales in aggregate are
approximately 30 per cent ahead of pre-pandemic
levels, while retail ERVs are only m
arginally ahead
of2019 levels, both in nominal terms.
• Based on our consumer data and experience,
average spend and dwell time have the potential to
be significantly higher in areas of our portfolio, with
our mix, c
ategory and brand selection designed to
generate higher productivity which should be
supportive of rental growth over time.
• With a weighted average term to lease expiry or
break of five years, approximately 20 per cent of
theportfolio ERV re-prices annually, providing
consistent opportunities to capture re
ntal uplifts
andalign leases with prevailing market rates.
Our approach and aggregated ownership of estates
enables us to deliver rental growth whilst establishing
new re
ntal tones, the benefit of which is often
compounded across nearby buildings. Our focus is on
converting the portfolio’s reversionary potential into
contracted i
ncome and cash flow. Total reversion is
£55.3 million, with approximately two-thirds
represented by the retail and F&B portfolio. 2025 retail
and F&B new leases and renewals tra
nsacted 22 per
cent ahead of previous passing rents with a strong
leasing pipeline.
Operating and portfolio review
Shaftesbury Capital PLC | 2025 Annual Report 27
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
Components of the reversion under management
31 December
2025
£m
31 December
2024
£m
Annualised gross income 215.0 202.8
Contracted (includes rent-free periods and contractual rent increases) 15.6 14.9
Under offer 4.0 3.0
Available-to-let 6.8 6.3
Under refurbishme
nt 11.3 13.5
Net under-rented17.6 10.1
ERV 270.3 250.6
Disciplined capital allocation
We continue to deliver a range of refurbishments demonstrating our ability to drive significant
performance improvements, unlocking income and value
through active asset management.
Our investment activity is focused on Covent Garden, Carnaby | Soho and Chinatown.
Wemaintain a targeted approach an
d look for opportunities to expand, adding to our
growthprospects. Ongoing asset management initiatives continue across Covent Garden
andCarnaby | Soho in particular. D
uring the year, £113.3 million has been invested in our
portfolio, comprising £33.1 million in capital expenditure and £80.2 million (before costs)
intargeted acquisitions
in Covent Garden and Soho, presenting asset management
opportunities with excellent rental growth prospects. The pipeline of acquisitions is
encouraging, with a number
of buildings currently under review. Three properties, including
the last remaining Fitzrovia assets, have been disposed of during the year for gross proceeds
of £12.4 million, in
line with the 31 December 2024 valuation.
Capital commitments totalled £10.8 million as of 31 December 2025. On average,
approximately 1 per cent of portfolio value is invested annually in refurbishment, asset
management, and repositioning initiatives, including measures to improve energy
performance.
Shaftesbury Capital PLC | 2025 Annual Report 28
Strategic report Corporate governance Financial statements Additional information
“Our investment activity is focused on
acquiring assets with rental growth
potential. We remain highly selective,
targeting opportunities that strengthen
the portfolio and create long
-term
value through active management.”
James Lane
Director of Acquisitions and Sales
Delivering valuation growth
The valuation of the property portfolio under
management increased by 6.6 per cent on a like-for-
like basis to £5.4 billion, equivalent to approximately
£1,96
2 per square foot on average (Dec 2024: £1,833
per square foot).
The valuation gain has been driven by leasing and
asset management activity. Leasing activity was on
a
verage 10.3 per cent ahead of December 2024 ERV,
resulting in an overall increase in portfolio ERV of
6.2per cent (like-for-like) to £270.3 million (Dec 2024:
£250.6 m
illion). The equivalent yield moved inwards
marginally by 2 basis points to 4.43 per cent, whilst the
portfolio net initial yield is 3.6 per cent and topped-up
n
et initial yield (allowing for the expiry of rent-free
periods) is 3.9 per cent. The equivalent yield for the
commercial portfolio (excluding residential) is 4.6 per
ce
nt. Total property return for the year was 10.1 per
cent, outperforming the MSCI UK Property Index which
recorded 7.1 per cent.
Prime West End property yields are stable, and
certain properties ha
ve seen marginal yield
compression, supported by occupational and
investment transactional evidence demonstrating
demand for high-quality, prime central Lon
don real
estate, from both international and domestic
investors. There is renewed appetite for larger lot
sizes with lower interest rates contributing to
improved liquidity condition
s. There is also growing
demand for London retail investments with owner-
occupiers continuing to acquire.
Retail properties, which represent 36 per cent of the
portfolio, performed
particularly strongly with ERVs
up8.1 per cent and valuations 10.4 per cent higher.
Covent Garden generated ERV growth of 5.6 per cent
through leasing and asset manage
ment activity across
the retail and food & beverage space, with 196 leasing
transactions signed 9.6 per cent ahead of ERV. Across
Carnaby | Soho, ERV growth was 7.5 per cen
t during
the year, as a result of 164 new leases and renewals
agreed 9.8 per cent ahead of ERV, primarily driven by
retail lettings and asset management activity. Du
ring
the year, 74 new leases and renewals were agreed in
Chinatown, 13.9 per cent ahead of ERV. ERV growth in
Chinatown was 5.5 per cent over the year, driven by
food
& beverage letting activity.
“In 2025, the portfolio achieved a 6.6
per cent valuation uplift, reflecting the
quality of our assets and the
effectiveness of our active asset
management. Sustained customer
demand continues to support valuation
growth across our destinations.”
Christopher Denness
Director of Asset Management
Independent valuations of the portfolio under
management have been undertaken in accordance
with Royal
Institution of Chartered Surveyors
guidelines by CBRE and Cushman & Wakefield.
Thevaluations represent the aggregated value of
predominantly freehold properties. There is no
ref
lection of any premium or discount which some
potential investors may ascribe to the comprehensive
ownership of a combination of some, or all, parts of
the portfolio.
Shaftesbury Capital PLC | 2025 Annual Report 29
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
Excellent leasing activity
The portfolio under management represents 2.8 million square feet of lettable
space, comprising 1.7 million square feet of retail and food & beverage space
together with 0.
7 million square feet of offices and 659 residential apartments.
During the year, 434 leasing transactions were concluded with a combined rental
value of £38.8 million, co
mprising:
• 149 commercial lettings and renewals: £27.9 million, 11.9 per cent ahead of
31 December 2024 ERV and 20.1 per cent ahead of previous passing rents; and
• 285 residential lettings: £10.9 million, 6.4 per cent ahead of 31 December 2024
ERV and 3.9 per cent ahead of previous passing rents
In addition, 56 commercial rent re
views with a rental value of £14.1 million were
concluded on average 7.7 per cent ahead of previous passing rents.
“In 2025, demand for our retail and F&B space was led by
adynamic mix of high-quality brands. Our targeted leasing
approach continues to shape exciting, ever-evolving line-ups that
strengthen the energy and ongoing appeal of our destinations.”
William Oliver,
Director of Retail & Restaurant Leasing
Leasing transactions across the portfolio by use concluded during the year
UseTransactions
New
contracted
rent £m
% above
Dec 2024
ERV
% above
previous
passing rent
Retail6613.111.8 18.7
Food & beverage 37 8.715.727.3
Offices466.17.211.1
Residential 28510.9 6.4 3.9
Total 434 38.8 10.313.9
Leasing transactions by destination concluded during the year
Destination Transactions
New
contracted
rent £m
% above
Dec 2024
ERV
% above
previous
passing rent
Covent Garden 196 18.39.6 17.8
Carnaby | Soho 164 14.29.8 9.9
Chinatown 746.313.911.6
Total 434 38.8 10.313.9
High occupancy
At 31 December 2025, EPRA vacancy (including units under offer) was 4.2 per cent
ofportfolio ERV (Dec 2024: 3.9 per cent); as summarised in the tables below, 1.6 per
cent w
as under offer and 2.6 per cent was available-to-let.
Under offer
Use
% of portfolio under
management ERV
ERV
£m
Area
(‘000 sq. ft.)
Retail 0.71.79
Food & beverage0.8 2.026
Offices 0.10.2 4
Residential 0.00.12
Total
1
1.6 4.0 41
1. Includes nine units let on a temporary basis (ERV: £1.3 million) (Dec 2024: £1.5 million).
Available-to-let space
Use
% of portfolio under
management ERV
ERV
£m
Area
(‘000 sq. ft.)
Retail 0.71.715
Food & beverage0.51.4 19
Offices 0.71.932
Residential 0.71.8 31
Total2.6 6.8 97
Refurbishment activity
Active asset management and refurbishment initiatives continue to realise income
and value while enhancing environmental performance across the portfolio.
£33.1 million was invested in capital expenditure in 2025. Refurbishment projects
currently underway represent £11.3 million in ERV across 130,000 square foot
e
quating to 4.2 per cent of total portfolio ERV, with delivery expected over the next
12–18 months.
Larger refurbishments include a retail scheme on Broadwick Street, mix
ed-use retail
and office schemes on Floral Street and an important gateway site on Neal Street as
well as an office-to-residential conversion on the upper parts of Ja
mes Street,
Covent Garden. Improvements to the Henrietta Street public realm are underway
and are expected to be completed by the end of 2026. The works include wid
ening
the footway, creating a level surface to improve accessibility, and upgrading the
surfacing to enhance the historic character. Public lighting will be improve
d while
retaining the heritage-listed gas lamp columns. Clearer pedestrian routes and
sightlines will help activate the street, alongside enhanced al fresco dining
through
the introduction of awnings and greening.
Shaftesbury Capital PLC | 2025 Annual Report 30
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
Under refurbishment
Use
% of portfolio under
management ERVERV (£m)
Area
(‘000 sq. ft.)
Retail 0.30.8 7
Food & beverage0.71.8 22
Offices 3.0 8.293
Residential 0.20.5 8
Total 4.211.3 130
Operating and portfolio review continued
2025
Assets under
management
2024
Assetsunder
management
2025
Groupshare
portfolio
Valuation (£m)
1
5,405.24,971.6 4,698.8
L-f-L valuation movement (FY 2025) +6.6% +4.5% +6.7%
L-f-L valuation movement (H2 2025) +3.4% +3.1% +3.5%
Annualised gross income (£m) 215.0 202.8 187.6
L-f-L annualised gross income movement (FY 2025) +5.3% +8.0% +5.4%
L-f-L annualised gross income movement (H2 2025) +3.1% +4.1% +2.9%
ERV (£m) 270.3 250.6 234.8
E
RV psf (£)989298
L-f-L ERV movement (FY 2025) +6.2% +4.7% +6.3%
L-f-L ERV movement (H2 2025) +3.0% +7.7% +3.0%
Net initial yield3.6% 3.6% 3.6%
Topped up net i
nitial yield3.9% 3.9% 3.9%
Equivalent yield 4.4% 4.4% 4.4%
WAULT (years) 4.8 4.4 4.8
Floor area (sq ft m)
2,3
2.8 2.7 2.8
Unit count
2,3
1,9061,869 1,906
1. Excludes £1.9 million of Group properties held in Lillie Square LP Limited (a wholly-owned
subsidiary).
2. Excluding long-leasehold residential interests.
3. WAULT, floor area a
nd unit count have not been adjusted and reflect 100% of the portfolio.
Refer to page 206 which has the full tables.
Lillie Square joint venture
Shaftesbury Capital owns 50 per cent of the Lillie Square joint venture, a residential
estate and remaining development phases located in West London. Investor
sentim
ent towards the residential sector weakened in 2025, as regulatory
uncertainty weighed on transaction volumes. The property valuation of our 50 per
cent share as at 31 Dece
mber 2025 was £62.3 million, 4.6 (like-for-like) per cent
below the 31 December 2024 valuation of £65.3 million. In addition, Shaftesbury
Capital owns £1.9 million of
other related assets adjacent to the Lillie Square estate.
The joint venture has cash of £9.7 million (£4.9 million Shaftesbury Capital share).
Intotal, 355 Phase 1 and 2 residen
tial apartments have been sold.
Shaftesbury Capital PLC | 2025 Annual Report 31
Strategic report Corporate governance Financial statements Additional information
Demand for West End retail is excellent, with brands
placing considerable value on locations that combine
high footfall, culture and a diverse consumer base.
Sc
arcity continues to support rental tones with
availability on many of our streets at or near record
lows, driving competitive tension. Our districts benefit
from a seven
-days-a-week trading environment,
supported by strong tourism levels. Trading conditions
have been generally positive, with strong performance
in luxury, premium, fashion an
d lifestyle categories.
The portfolio now comprises over 400 shops with an
average ERV of £137 per square foot, across a range
of rental tones. Units continue to attract multiple
interested parties and supporting uplifts in rents
through new lettings and renewals.
Our estates are attractive for both global brands
entering or expanding in the UK and
home-grown
operators. During the year, there were 30 new retail
openings across the portfolio, with customers
continuing to choose our portfolio to expand their
operations. There have been a number
of successful
openings across Covent Garden including Nespresso
and Dolce & Gabbana. Leading performance brand
Saucony opened on James Street joining Swatc
h,
which relocated to a larger unit. Recent additions such
as Matiere Premiere, Byredo and Parfums de Marly
reinforced the district’s appeal for lifestyle and
experientia
l retail. A number of high-quality brands
have been added to Seven Dials including luxury
Retail
36%
of the property portfolio
under management value
Shaftesbury Capital PLC | 2025 Annual Report 32
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
activewear brand Alo Yoga, Swedish outdoor specialist
Thule and German lifestyle brand Kapten & Son, all of
which have opened on Neal Street.
Soho and Carnaby Street continue to attract an
exciting mix of brands, including Tala, Farm Rio and
Pure Seoul. Luxury beauty brand Charlotte Tilbury has
opened a brand-new store
at the key entrance to
Carnaby Street, following the success of its Covent
Garden flagship. MAC Cosmetics has launched a new
experience-led concept as part of
a relocation on
Carnaby Street, emulating the vibrancy of Soho’s
nightlife. US fashion brand Edikted will open its
European debut store, its first location outside the US.
Global
beauty retailer Sephora has also taken space
on Carnaby Street and is due to open later this year.
French-Swedish menswear brand Ron Dorff will launch
a new UK fla
gship store in Soho later this year,
relocating from Covent Garden.
Reflecting demand during the year, 66 lettings and
renewals were completed, securing a rental value
of
£13.1 million, at an average of 11.8 per cent above
December 2024 ERV and 18.7 per cent ahead of
previous passing rents.
A total of 20 retail rent reviews, with
a rental value
of£3.3 million, were concluded at an average uplift
of13.1 per cent on previous passing rents.
66
lettings and renewals
419
shops
+£13.1m
contracted rent
+8.1%
L-f-L ERV
+10.4%
L-f-L valuation growth
+3.2%
L-f-L annualised gross
income
Shaftesbury Capital PLC | 2025 Annual Report 33
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
Our West End F&B portfolio welcomed 24 new dining
concepts, reflecting the continued appeal of our
districts to both independent operators and
international entrants. The
new arrivals span a range
ofcuisines, formats and price points, offering a wide
variety of experiences across our predominantly
pedestrian-centric destinations. The foo
d & beverage
portfolio extends to nearly 400 units. There were
asmall number of failures and sales moderated in
certain restaurants in H1 2025; however trading level
s
improved in the second half, with particularly strong
performance from bars and differentiated restaurants.
Going out remains a priority for consumers with prime
areas in demand.
Health-conscious menus and
wellness-led concepts continue to see strong
consumer interest. Leasing demand has resulted in
available space being filled quickly with
just 0.5 per
cent of the F&B portfolio available to let.
In Covent Garden, Harry’s Bar opened a new Italian
concept overlooking the Piazza, while Buvette
, the
celebrated gastrothèque by chef Jody Williams, will
open in Neal’s Yard this summer, offering a day-to-
night dining concept. High-quality Italian dining
concept, Bu
rro, will open its first location in Floral
Court in the coming months, with al fresco seating in
the courtyard. Inception Group, the operator of unique
hospitality concepts across Lond
on, will open a new
flagship Mr Fogg’s Tavern in the Market Building.
The all-day dining offer has been supported by the
arrivals of Qima Café, Copain, Hagen and
St. JOHN
Neal’s Yard Bakery and Bar. Neal’s Yard will welcome
Kricket, and ADOH! has opened on Maiden Lane, led by
the team behind the highly regarded Kolomba. T
he
operators ofErgon House are set to open its Greek-
inspired boutique hotel-and-dining experience on King
Street later this year.
There continues to be strong performance from ou
r
Soho portfolio. Founder-led Soho restaurant Heard
opened on Foubert’s Place, alongside pizza and
natural wine concept Ria’s, joined by French-inspired
restau
rant and wine bar Marjorie’s. Breadstall Pizza,
which takes the best elements from both New York
and Neapolitan-style pizzas, opened on Berwick Street.
Northern Spanish-inspired AL
TA opened in Kingly
Court over two floors with an outdoor terrace and
Soho icon The Shaston Arms relaunched under new
management. Italian restaura
nt, Padella, signed to
Food & beverage
Operating and portfolio review continued
33%
of the property portfolio
under management value
Shaftesbury Capital PLC | 2025 Annual Report 34
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
Kingly Street, a milestone for the brand as its first in
the West End. Pioneering Indian restaurant, Darjeeling
Express, will relocate from Kingly Court to a larger
space o
n Rupert Street joining the likes of The Palomar
and Speedboat Bar.
Chinatown continues to attract strong interest from
operators looking to establish a presence in one of the
West
End’s most distinctive, high-footfall dining
destinations. Both local and international restaurateurs
regard the district as a preferred location, benefiting
from its high footfall, loyal c
ustomer base and unique
cultural resonance. Interest in Chinatown, especially
from new international entrants, is positive, with active
demand from existing customers. R
ecent openings
include Noodle & Beer, Sushinoya and Arome Bakery,
each contributing to the area’s expanding mix of
pan-Asian cuisine and specialist bakery operators
.
Ning’s Fresh Beef Hot Pot has joined Chinatown for
what will be the brand’s second location, serving
authentic Cantonese cuisine. Chinatown London was
atthe centre of
the Chinese New Year festivities,
thelargest celebration in the world outside of Asia,
welcoming thousands of visitors over the 15-day
celebration period.
During the year, 37 lettings a
nd renewals were
completed with a rental value of £8.7 million, 15.7 per
cent ahead of December 2024 ERV and 27.3 per cent
ahead of previous passing rents.
A tota
l of 30 rent reviews, representing £10.5 million
ofrental value, were concluded at an average uplift
of6.1 per cent above previous passing rents.
37
lettings and renewals
392
units
+£8.7m
contracted rent
+4.9%
L-f-L ERV
+5.8%
L-f-L valuation growth
+5.0%
L-f-L annualised gross
income
Shaftesbury Capital PLC | 2025 Annual Report 35
Strategic report Corporate governance Financial statements Additional information
Our prime West End office portfolio is well let, with
customers continuing to prioritise high-quality,
well-designed space in locations that support
employee experience and
productivity. Demand is
increasingly centred around buildings that offer
high-quality fit-outs, access to exceptional district
amenities and strong sustainability creden
tials.
Our offices benefit from unparalleled connectivity,
with short walking distances to busy West End
stations including Covent Garden, Leicester Square,
Charing Cross, Oxford Circu
s, Piccadilly Circus and
Tottenham Court Road. Customers place high
valueon being located within vibrant mixed-use
neighbourhoods, where retail, dining, culture a
nd
leisure are on the doorstep.
We continue to see customers relocating from other
parts of central London as employers recognise the
importance of location in attracting a
nd retaining
talent. Our Carnaby | Soho and Covent Garden
offices have captured this demand, with lettings
tooccupiers in the financial, professional services
and rea
l estate sectors.
Our refurbishment strategy remains focused on
delivering spaces that meet a broad spectrum of
customer requirements – from larger floorplates to
highl
y flexible, ready-to-occupy suites – ensuring we
can accommodate both established organisations
and fast-growing businesses. The range of options
across our portfol
io continues to support customer
expansion and long-term retention. During the
year, refurbishment of 23,000 square feet at The
Floral, Covent Garden, targeting BREEAM
Outsta
nding, completed and is fully occupied,
together with new signings on King Street, Ganton
Street and Carnaby Street, comma nding rents of
over £110 per squ are foot.
Du
ring the year, 46 office leasing transactions were
completed with a rental value of £6.1 million,
achieving 7.2 per cent ahead of December 2024
ERV and 11.1 per cent
ahead of previous passing
rents.
A total of six rent reviews, representing £0.3 million
of rental value, were concluded at an uplift of 8.5
per cent above previous
passing rents.
Office
19%
of the property portfolio
under management value
12%
of the property portfolio
under management value
Residential
The residential portfolio has performed well, with
sustained leasing demand and high rates of renewal
across our 659 apartments. Demand continues to be
driven by the qua
lity and character of our period
buildings, which combine modern specification with
the advantages of vibrant neighbourhoods and
well-managed estates. These attributes remai
n highly
valued by residents seeking convenience, connectivity
and cultural proximity. Throughout the year we have
seen competitive demand across all unit types
, limited
voids and short re-letting periods, reflecting the
appeal of our homes and the continued strength of
the central London rental market, with limited new
supp
ly supporting rental levels and occupancy.
Investor sentiment towards the residential sector
weakened in 2025, notwithstanding the continued
rental growth,
as regulatory uncertainty weighed on
transaction volumes.
Looking ahead, our focus is on maintaining quality,
improving energy efficiency and ensuring the
residen
tial portfolio continues to play a role in
supporting our vibrant, mixed-use neighbourhoods.
Across the year, 285 residential lettings and renewals
were complete
d, generating a rental value of
£10.9 million, averaging 6.4 per cent ahead of
December 2024 ERVs and 3.9 per cent ahead of
previous passing rents. At 31 December 2025,
0.7percent of the portfolio was available to let,
demonstrating the depth of demand and the resilience
of occupancy levels.
Shaftesbury Capital PLC | 2025 Annual Report 36
Strategic report Corporate governance Financial statements Additional information
Operating and portfolio review continued
Stakeholder
engagement
“Our destinations are shaped by strong partnerships. Working
closely with our customers, local stakeholders and partners,
we create places that enhance local character, support
thriving communities and deliver sustainable, lasting value.”
Alison Fisher
General Counsel, responsible for corporate affairs
Shaftesbury Capital PLC | 2025 Annual Report 37
Strategic report Corporate governance Financial statements Additional information
Our section 172(1) statement, which explains how the Board considered stakeholder interests and the other matters set out in section 172(1) of the Companies Act 2006,
can
be found in our Corporate governance report on pages 104 to 106.
Customers
The wide range of retailers, food & beverage operators, office occupiers and residents across our portfolio of c. 640 buildings.
Priorities Why we engage How we engage Outcomes of our engagement
• Providing and promoting
vibrant, safe and well-
maintained destinations.
• Providing proactive and
responsive customer service,
with the customer placed at
the heart of our business.
• Providing employee and
partner training to improve
customer experience.
• Enhancing sustainability and
energy performance.
• Being mindful of socioeconomic
and political factors impacting
customers and visitors.
• To put the customer at the
heart of our business.
Success is based on our
ability to listen, understand
and respond to our
customers’, and potential
customers’, needs.
• To adapt to evolving
customer and consumer
trends and requirements.
• To keep our customers
informed of activities of
interest to them across our
destinations.
• Liaising directly and through our partners
with our customers and potential customers
to build collaborative partnerships.
• Annual Customer Satisfaction Survey to
identify priorities for improvement.
• Tailored online customer connection
portals, for secure communication and
operational support.
• Commercial and residential welcome and
destination guides and newsletters on
operations, marketing, sustainability and
community matters.
• Launch of the new customer strategy, which sets out our vision,
promises and success measures.
• Action plans to address feedback and ensure ongoing
enhancements to our customer service.
• Strong commercial partnerships, which help us to provide the right
services and environment for our customers’ success.
• Quality living experiences for our residential customers.
• Carefully curated destinations.
• 149 new commercial lettings and renewals, including UK-first
stores, relocations and expansions.
Employees
The people who are directly employed by us on permanent or fixed-term contracts.
Priorities Why we engage How we engage Outcomes of our engagement
• Building our dynamic culture.
• Attracting, developing and
retaining talented people who
share our values.
• Ensuring open and
collaborative communication.
• Promoting employee well-
being.
• Supporting progression
through personal development
opportunities.
• To deliver our strategic
objectives through
employee expertise and
commitment.
• To foster motivated
ambassadors for our
organisation.
• To keep employees
informed and to seek their
input.
• To continuously improve
our ways of working.
• Annual employee survey.
• Regular townhall meetings led by the
Executive Directors.
• Our Chief Executive meets informally with
small groups of employees.
• Employee Engagement Forum, attended
byour Senior Independent Director, with
representatives from across the Company.
• The townhall meetings in 2025 covered financial results, the launch
of the customer strategy and the different business functions,
enabling employees to learn more about these topics and to feel
invested in them.
• Feedback from the employee survey and Employee Engagement
Forum was shared with the Board.
• Positive results from the employee survey, including an
engagement score of 84 per cent.
• Delivery of a high-quality learning and development programme
and training on core skills, resilience and well-being, as well as
team-specific technical training.
Stakeholder engagement
Shaftesbury Capital PLC | 2025 Annual Report 38
Strategic report Corporate governance Financial statements Additional information
Stakeholder engagement continued
Visitors
The people who visit our destinations or engage with us through our 26 social media channels, email newsletters and consumer websites.
Priorities Why we engage How we engage Outcomes of our engagement
• Providing a vibrant mix of retail
and food & beverage offerings;
innovative installations; events
and campaigns; and greening
and wayfinding.
• Engaging and informative
promotion of our destinations
and our customers through our
digital channels.
• Attracting visitors via tourism
partnerships.
• Providing welcoming, clean and
secure environments across
our destinations.
• To help our visitors create
memorable experiences.
• To support the success
ofour customers.
• To showcase the unique
appeal of our destinations,
and the culture within the
wider area.
• To contribute to the vitality
of the West End.
• A comprehensive programme of campaigns,
events, brand partnerships and cultural
installations aligned with the consumer
calendar.
• Driving regular interaction via our 26 social
media channels, across all our destinations.
• In 2025, consumer engagement surveys
were conducted for Covent Garden and
Carnaby | Soho email and reward card
subscribers, to better understand their
views on our current and future offerings.
• Undertook a wide variety of marketing campaigns and activations
across our destinations including the TUSK Turtle Trail, the Big
Beauty campaign and a series of ‘Soho Nights’. Across our
destinations, there were over 31.5 million social media impressions
made during the 2025 Christmas campaign.
• Grew level of engagement and social media followers by 17.8 per
cent in aggregate across our destinations to reach over 1.6 million
consumers across our social media channels.
• Received nearly 1,000 responses to the Covent Garden consumer
engagement survey, with 87 per cent likely to recommend Covent
Garden to a friend.
• Received over 1,100 responses to the Carnaby | Soho consumer
engagement survey, with 92 per cent likely to recommend the area
to a friend.
• Launched new Covent Garden website with improved user
experience.
Suppliers
Those who have a direct contractual relationship with us, including managing agents, outsourced service providers, building contractors, project managers, consultants
and professional advisers.
Priorities Why we engage How we engage Outcomes of our engagement
• Building and maintaining
constructive and collaborative
relationships.
• Providing high-quality goods
and services responsibly, with
suppliers who are aligned with
our values, including
throughout their own supply
chains.
• Ensuring services meet agreed
standards.
• Providing fair payment terms.
• To deliver high-quality
service to our customers
and visitors by leveraging
trusted, long-term supplier
relationships.
• Monitoring performance against agreed
service levels, including regular meetings.
• Tendering and onboarding processes that
promote high standards and responsible
business practices in our supply chain.
• Running an annual conference with key
operational supply chain partners to review
Customer Satisfaction Survey results.
• Delivering periodic seminars to share our
objectives and values with suppliers.
• Strengthened supplier relationships through clear communication
of expectations. This has fostered long-term collaboration and
trust.
• Implemented machine reading functionality within our accounts
payable systems to streamline processing and payment of invoices.
• Refined and relaunched our internal procurement policy and
process, providing a robust framework for supplier management.
• The annual operational supply chain conference enabled key
partners to propose actions to address feedback from the
Customer Satisfaction Survey.
Shaftesbury Capital PLC | 2025 Annual Report 39
Strategic report Corporate governance Financial statements Additional information
Partners
Local authorities and business improvement districts, neighbouring landowners, tourism partners, local amenity societies and business associations, and a variety of cultural partners.
Ata national level, our partners include government bodies, regulators and industry bodies.
Priorities Why we engage How we engage Outcomes of our engagement
• Engaging with and supporting
our partners’ local statutory
and economic plans and public
realm initiatives to ensure the
continued appeal of the
WestEnd.
• Working co-operatively with
arange of government bodies
and regulators to ensure
compliance, and to foster
transparency and
accountability in our
operations.
• To promote the long-term
success of the West End as
a vibrant, safe and
attractive destination, by
being a good neighbour and
practising responsible
stewardship.
• Meetings, planning consultations, working
groups and responses to policy
consultations andsurveys.
• Active participation in local interest and
neighbourhood co-ordination groups where
we have membership or representation.
• Contribution to initiatives that promote the
success of the West End beyond our
destinations.
• Ongoing engagement with Westminster City Council and the London
Borough of Camden Council to find opportunities to use our practical
knowledge and experience to help to achieve our shared goals.
• Participated in or supported local projects, including the repaving of
Monmouth Street, public realm improvements to Henrietta Street
and Carnaby Street greening trials.
• Responded to policy consultations on matters including licensing
framework and legislation, and planning policy such as the Greater
London Authority’s ‘Towards a new London Plan’.
• Active members of the UKGBC, Better Buildings Partnership and
British Property Federation.
• Supported London Fashion Week via our association with the British
Fashion Council.
• Maintained low-risk tax rating with HMRC.
Local communities
The people who work, live or study in or around our destinations, as well as local organisations, schools, charities and social enterprises.
Priorities Why we engage How we engage Outcomes of our engagement
• Understanding community
needs and how we can best
support them as a responsible,
long-term steward of our
destinations.
• Keeping our communities
informed of our activities
andinitiatives.
• To enhance the vibrancy
ofour destinations through
community investment.
• To keep our communities
informed of our activities
and initiatives and to
respond to their views
andneeds.
• To help address local issues
such as employment and
training, as a responsible
investor in the West End.
• Collaborate with community partners, local
enterprises and others to support projects
and initiatives that benefit our local
communities.
• Provide time, space, expertise and
donations to local charities, organisations
and groups.
• Community grants programme provides
funding towards the cost of local projects
and events.
• Provide destination-specific websites and
in-person drop-in sessions to share
information with and request feedback from
local stakeholders about current and
proposed projects in each
area, including
planning applications and public realm
improvements.
• Destination reward cards offer discounts
across local businesses for those that work,
live or study within our destinations.
• Delivered the first year of our three-year Community Investment
Strategy, primarily focused on local employment; the area identified
as most relevant to our local communities.
• In 2025, our direct total community contribution was £1.1 million.
This included:
• Direct financial contributions to charities, organisations and groups
such as the Young Camden and Westminster Foundations.
• £0.1 million in total in community grants towards 19 local projects
and events.
• 583 employee hours volunteered to local community projects and
initiatives.
• A value of £0.5 million of in-kind space based on a discounted rate
for the space for charities and charitable events.
• Extensive public engagement on planning, licensing and public
realm proposals enabled local stakeholders to be closely involved
in the development of proposals and allowed the needs and
aspirations of local communities to be incorporated, where
possible.
• In 2025, in response to community feedback, we installed 35 new
CCTV cameras across Chinatown and amended operating plans
of a proposed new restaurant in Covent Garden (i
ncluding
removal of a customer terrace and the introduction of window
privacy screens).
Shaftesbury Capital PLC | 2025 Annual Report 40
Strategic report Corporate governance Financial statements Additional information
Stakeholder engagement continued
Capital partners, joint ventures and associates
Our partnership with NBIM in respect of the Covent Garden estate (in which NBIM acquired a 25 per cent non-controlling interest) and our 50:50 Lillie Square joint venture with The Kwok
Family Interests.
Priorities Why we engage How we engage Outcomes of our engagement
• Agreeing strategies to enhance
our portfolios.
• Ensuring the estates are
well-managed.
• Building long-term
relationships.
• To work closely together to
deliver successful outcomes
that add long-term value for
both parties.
• For Covent Garden, regular Board and
management meetings are held throughout
the year, with additional ongoing
engagement including site visits to see
day-to-day operations.
• For Lillie Square, we engage frequently with
our partner, including regular dialogue
between operational and management
teams, outside Board meetings.
• Agreed the annual business plan for Covent Garden, which covers
priorities for 2026.
• Continued to implement the business plan for Lillie Square.
Shareholders
The owners of our business.
Priorities Why we engage How we engage Outcomes of our engagement
• Communicating our investment
case.
• Delivering on our purpose and
ourstrategy.
• Achieving our medium-term
targets.
• Making a long-term positive
impact.
• To strengthen relationships
with our existing
shareholders, potential
investors and analysts,
ensuring that we understand
their priorities.
• To provide updates on our
activities, investment case
and governance.
• The investor relations programme provides
regular updates on our results, activities
and investment case. This includes results
and reporting, regular press releases,
one-to-one meetings, roadshows and
conferences, property tours and our Annual
General Meeting.
• The Chairman of the Remuneration
Committee wrote to shareholders who
represent 65 per cent of the share register
regarding proposed changes to the
Directors’ Remuneration Policy.
• Contacted shareholders to explain
transition to electronic dividends which
improve speed, security and reliability.
• All resolutions at our 2025 Annual General Meeting passed with
over 89 per cent support.
• During 2025, we had approximately 300 investor interactions
including tours, meetings and conferences.
• Investor feedback shared with the Board.
• Shareholder feedback incorporated into proposed Directors’
Remuneration Policy.
Finance providers
Our lending banks, secured-debt providers, exchangeable bondholders and private placement loan note holders.
Priorities Why we engage How we engage Outcomes of our engagement
• Maintaining a strong balance
sheet with low leverage, access
to significant liquidity and
diversified sources of funding
and a balanced maturity
profile.
• Ensuring compliance with our
financial covenants.
• To build strong, transparent
relationships based on
mutual understanding and
regular engagement.
• To ensure that our finance
providers are informed on
business performance,
covenant compliance and
our proposed actions in
relation to underlying
secured assets.
• Regular meetings with counterparties.
• Portfolio tours led by the Executive
Directors and senior management.
• Entered into a five-year £300 million revolving credit facility for
theCovent Garden partnership.
• Extended and repriced £150 million unsecured revolving credit
facility until 2030. This followed early repayment of £200 million
ofthefacility.
• Extended and repriced £300 million unsecured revolving credit
facility until 2029.
• Launched a sustainability linked financing framework.
• Entered into interest rate hedging arrangements.
Stakeholder engagement continued
Shaftesbury Capital PLC | 2025 Annual Report 41
Strategic report Corporate governance Financial statements Additional information
Financial
review
Shaftesbury Capital PLC | 2025 Annual Report 42
Strategic report Corporate governance Financial statements Additional information
Financial review
2025 was a year of positive performance with growth
in rental income, earnings, dividends, property
valuation and net tangible assets per share. We are
pleased to have in
troduced private capital through the
formation of a long-term partnership on Covent
Garden with the Norwegian sovereign wealth fund
which highlights the fundamenta
l value and
attractiveness of our portfolio, and to have further
strengthened our balance sheet through our financing
activities and enhanced the Group’s
financial flexibility.
Total accounting return for the year was 9.1 per cent
and a total property return of 10.1 per cent was
achieved, representing 3 percentage points of
outperformance against the MSCI UK Property Index.
ERV increased by 6.2 per cent resulting in 6.6 per cent
growth in the valuation of property under management
on a
like-for-like basis. Underlying earnings increased
by 12.2 per cent to £81.9 million and the dividend
increased by 14.3 per cent for the year, reflecting the
progression in underlying and cash earnings. The
Group maintains a strong balance sheet with EPRA
loan-to-value of 16.8 per cent and significant
headroom again
st debt covenants. The Group has
access to liquidity of £1.0 billion, positioning it to act
on market opportunities.
On 1 April 2025, the Group completed the sale of a 25
per cent non-controlling interest in the Covent Garden
estate to Norges Bank Investment Management
(“NBIM”). The transaction valued the Covent Garden
estate in
line with its independent property valuation
as at 31 December 2024 and generated gross cash
proceeds of £574 million for the Group.
Presentation of information
The Group financial statements are prepared under
IFRS whereby the Group fully consolidates the Covent
“Performance in 2025 was strong
with positive progress across our
key metrics and a total shareholder
return of 18.6 per cent. The Group
is well-positioned to achieve its
medium-term targets and generate
value for our stakeholders.”
Situl Jobanputra
Chief Financial Officer
£161.1m
Gross profit
1
4.0p
Dividend per
share
£81.9m
Underlying earnings
1
4.5p
Underlying earnings per
share
1
214.7p
EPRA NTA per share
2
16.8%
EPRA loan-to-value
2
10.1%
Total property return
2
9.1%
Total accounting return
2
Financial results
£340.2m
IFRS profit for the year attributable to owners of Parent
18.6%
Total shareholder return
2
£5,407m
Total market value of portfolio under management
£3,954m
Net assets attributable to owners of Parent
£1,014m
Cash and undrawn facilities
1
1. Presented on a Group share basis. See page 199 for further
information and reconciliation to IFRS.
2. Further details on alternative performance measures are set out
onpa
ge 199.
Shaftesbury Capital PLC | 2025 Annual Report 43
Strategic report Corporate governance Financial statements Additional information
Garden estate, with NBIM’s 25 per cent interest in
Covent Garden presented as a non-controlling interest.
Prior to the establishment of the Covent Garden
partnership, the Group’s
focus was primarily on the
wholly-owned portfolio with information presented on
an IFRS basis. Following the sale of the 25 per cent
non-controlling interest in the
Covent Garden estate,
management considers the business principally on a
Group share basis with the non-controlling interest
removed on a line-by-line
basis. The key financial
performance indicators are also presented on this
basis. Results for the first quarter of the year reflect
100 per cent ownership of Covent Garden, whilst
the
remaining three quarters reflect a gross cash inflow of
£574 million and the Group’s 75 per cent ownership
post-completion of the transaction.
The Group’s share of join
t ventures and associates
continues to be viewed as a single line item. The Group
holds a 50 per cent interest in the Lillie Square joint
venture. Lillie
Square is not considered to be a core
part of the operations of the Group and therefore its
results are not included on a Group share basis and
are excluded from the calculation of
underlying
earnings. In the prior year the Group also held a 50 per
cent interest in the Longmartin investment, which was
sold to the partner in October 2024.
A summary
income statement and balance sheet which
reconcile the IFRS reported results to Group share are
set out within the alternative performance measures
on page 201.
Financial highlights
We have delivered continued strong operational and
financial performance across the Group. Activity levels
remained consistently high, as evidenced by the
vibrancy of our estates, footfall, customer sales,
leasing volumes and the strong pipeline.
Underlying earnings increased by 12.2 per cent to
£81.9 million, equival
ent to 4.5 pence per share, driven
primarily by higher net rental income, on a like-for-like
basis, and cost efficiencies including lower net financ
e
costs. The Group’s cost ratio, which adjusts for the
non-cash share award charge, has reduced to 33.1
percent (Dec 2024: 36.2 per cent). The Directors have
proposed a final div
idend of 2.1 pence per share,
which when combined with the interim dividend of 1.9
pence results in a total dividend for the year of 4.0
pence per share. This represe
nts an increase of 14 per
cent compared with the 3.5 pence per share dividend
for 2024 (H1 2024: 1.7 pence; H2 2024: 1.8 pence).
Property assets under management have
been
independently valued at £5,407.1 million, reflecting 6.6
per cent like-for-like growth. ERV increased by 6.2 per
cent (like-for-like) to £270.3 mi
llion and annualised
gross income was up 5.3 per cent like-for-like to
£215.0 million. The equivalent yield of the portfolio
was 4.43 per cent, reflec
ting a marginal inward
movement of 2 basis points since 31 December 2024.
During the year, £113.3 million was invested into asset
acquisitions and capital expend
iture across the
portfolio and proceeds of £12.4 million were realised
on the sale of three properties.
Overall EPRA NTA (net tangible assets) per share
increased by 7.2 per cent from 200.
2 pence to 214.7
pence. Combined with the 3.7 pence per share
dividend paid to shareholders during the year, the total
accounting return for the year was 9.1 per cent. T
otal
shareholder return for the year was 18.6 per cent,
reflecting dividends paid and the change in the share
price from 125.5 pence to 144.5 pence per share.
Total property ret
urn was 10.1 per cent,
outperforming the 7.1 per cent return on the
MSCIProperty Index.
Net finance costs have been reduced by 28 per cent
from £57.2 million
to £41.4 million primarily due to the
increase in interest income earned on the cash
proceeds received from the sale of a non-controlling
interest in Coven
t Garden. The proceeds were used in
part to reduce gross debt by £242 million, which
included a part repayment of the secured Canada Life
loan, for general corporate p
urposes, and are
expected in due course to be used for the repayment
of the £275 million of exchangeable bonds which are
due to mature in March 2026.
Financial review continued
The Group has a strong balance sheet with an EPRA
loan-to-value ratio of 16.8 per cent (Dec 2024: 27.4
per cent) and net debt of £0.8 billion (Dec 2024:
£1.4 billion). The ratio of
net debt to EBITDA has been
reduced from approximately 11 to under 7 times.
There is substantial headroom against debt
covenants and access to liquidity, includi
ng undrawn
committed bank facilities of £675 million.
Alternative performance measures
As is usual practice in the real estate sector,
alternative performance measures (“APMs”) are
presented for certain indicators, including earnings,
earnings per share and EP
RA net tangible assets,
making adjustments set out by EPRA in its Best Practice
Recommendations. These recommendations are
designed to make the financ
ial statements of public
real estate companies more comparable across
Europe, enhancing the transparency, comparability
and coherence of the sector.
One of the key performance meas
ures which the
Group uses is underlying earnings. The underlying
earnings measure reflects the underlying financial
performance of the Group’s West End property ren
tal
business, on a Group share basis, and is a relevant
metric in determining dividends. The measure aligns
with the main principles of EPRA earnings. EP
RA
earnings exclude valuation movements on the
property portfolio, profit or loss on disposal of
investment properties and investment in subsidiaries
and associates, fair value cha
nges of financial
instruments, cost of early close out of debt and
adjustments in relation to any other non-operating
andexceptional items.
The non-operating
and exceptional items adjusted for
by the Group in the current and prior years include
non-recurring corporate and transaction costs. These
costs are considered non-recurring as
they relate to
significant transactions outside the ongoing operations
of the Group. Other exceptional items adjusted for
include the fair value movements of the option
component of the exchangeable bond, and following
the completion of the all-share merger in March 2023,
the unwinding of the IFRS 3 fair value of debt.
Shaftesbury Capital PLC | 2025 Annual Report 44
Strategic report Corporate governance Financial statements Additional information
In calculating underlying earnings, additional adjustments of £6.7 million (Dec
2024: £2.3 million) are made to EPRA earnings to exclude the financial
performa nce
of the Lillie Square joint venture, associated tax adjustments and the interest
receivable on the loan issued to the joint venture by the Group. Lillie
Square is not
considered to be a core part of the operations of the Group and therefore its
results are not included in underlying earnings.
Further details on APMs use
d and how they reconcile to IFRS are set out on page 199.
Income statement
Underlying earnings is a key measure used by the Group to assess performance.
The numbers for 2025 presented below are on a Group share basis for the Covent
Garden estate (refl
ecting the Group’s 75 per cent ownership) and profits from
associates (which relate to the prior year) are reflected as a single line item. Further
details regarding underlying ear
nings are set out in note 3 to the financial statements,
‘Performance measures’, on pages 171 to 172.
2025
£m
2024
£m
Gross profit
1
161.1 167.1
Other income
1
3.0 –
Administration expenses
1
(41.0) (39.4)
Net finance costs
1
(41.4) (57.2)
Profit from associate
1
–2.8
Taxation
1
0.2(0.3)
Underlying earnings for the year
1
81.9 73.0
Non-controlling interest 47.2 –
EPRA and non-underlying adjustments 258.3 179.1
IFRS profit for the year 387.4 252.1
Underlying earnings per share 4.5p 4.0p
IF
RS earnings per share 18.7p 13.8p
Dividend per share 4.0p 3.5p
1. Numbers for 2025 presented on a Group share basis.
Gross profit
2025
£m
2024
£m
Rent receivable 212.7 197.2
Straight-lining of tenant lease incentives 3.6 7.8
Revenue attributable to non-controlling interest for 9-month period
April to December
2025 (20.7)–
Revenue 195.6 205.0
Property expenses (33.7) (33.1)
Expected credit loss provision(3.3) (3.9)
Tenant lease incentives written off (1.6) (0.9)
Costs attributable to
non-controlling interest for 9-month period
April to December 2025 4.1 –
Costs (34.5) (37.9)
Gross profit
1
161.1 167.1
1. Gross profit for 2025 is presented on a Group share basis.
Positive leasing and asset management activity across the portfolio has resulted in
an increase in rent receivable, up 5.9 per cent on a like-for-like
basis, adjusting for
acquisitions and disposals, and for the sale of the 25 per cent interest in the Covent
Garden estate, which took effect on 1 April 2025.
Cash collections ha
ve continued to be strong with limited customer administrations
or anticipated failures in the year. Property costs have remained consistent on an
IFRS basis, with inflationary pressures offset
by operational efficiencies.
Gross profit attributable to the non-controlling interest for the nine-month period
1 April to 31 December 2025 was £16.6 million.
Other income
Following the 25 per cent investment by NBIM in the Covent Garden estate, the
Group provides day-to-day asset management and property management services.
Asset m
anagement fees, broadly reflecting the costs of managing the estate, are
paid to the Group and, together with other items, £3.0 million of income was
recognised in the
year in respect of the nine months commencing on 1 April 2025.
Administration expenses
Underlying administration expenses of £41.0 million have been incurred durin g
theyear, reflecting ongoing efficiencies with an offsetting increase in non-cash
share aw
ard charges (which were £4.6 million higher than in the prior year).
Administration expenses now include a running cost of three years of share
awardcharges for the first time since mer
ger completion in 2023. In view of
strongrelative performance against the peer group on the TAR measure, expected
vesting assumptions have been increased in relation to
the 2023 awards.
Shaftesbury Capital PLC | 2025 Annual Report 45
Strategic report Corporate governance Financial statements Additional information
Financial review continued
Adjustingfor this, and reflecting the effect of ongoing efficiencies, cash
administration costs were effectively eight per cent lower relative to 2024,
andfurther cost saving
s are targeted over the next two years.
£5.9 million (Dec 2024: £3.3 million) of non-recurring corporate and transaction
related administration costs, which do not relate to
the ongoing operations of the
Group, have been incurred during the year.
The Group’s cost ratio, which adjusts for the non-cash share award charge, has
reduced to 33.1 per ce
nt (Dec 2024: 36.2 per cent).
Net finance costs
The cash inflow from the Covent Garden partnership transaction of £574 million
brought net debt down significantly. Net finance costs have been reduced to
£41
.4 million (Dec 2024: £57.2 million). Finance costs of £61.6 million were incurred
in the year with the average gross drawn debt balance of £1.4 billion, reducing to
£1
.2 billion at 31 December 2025.
Finance income of £20.2 million comprises £3.2 million in relation to interest rate
hedging arrangements and £17.0 mill
ion interest on cash held on deposit.
The majority of the Group’s debt is at fixed rates, and as at the year end, the Group
had only £75 million of drawn debt at variable rates. Protec
tion is currently in place
in relation to the interest rate exposure on the Group’s expected drawn variable rate
debt until the end of 2026 through derivative con
tracts entered into in December
2025. These comprise interest rate caps for SONIA exposure at 3 per cent for
notional value of £150 million in each of Covent Garden
and the Group. It is
expected that further interest rate hedging arrangements will be put into place in
due course, as appropriate, in relation to variable rate exposure
for future years.
In 2026, we will refinance or repay £400 million of maturing debt, comprising the
exchangeable bonds and private placement loan notes; however base
d on current
borrowing levels we are targeting finance costs to be broadly flat overall.
Profit from associate
In October 2024 the sale of our 50 per cent share in Longmartin investment was
completed. Up until October 2024 the investment was presented as an associate
with our share
of the profit included in the underlying metrics.
Taxation
The Group continues to satisfy the requirements to qualify for REIT status.
Therefore, as its income is derived substantially from qualifying property rental
business activities within
the REIT regime, the majority of its income is exempt from
tax. There is a tax credit of £0.2 million in the year (2024: £0.3 million charge)
arising in respect of an
adjustment to the prior period tax charge relating to
non-REIT activity.
Dividends
The Board has proposed a final dividend of 2.1 pence per share, bringing the total
dividend to 4.0 pence per share (2024: 3.5 pence per share), reflecting progression
inun
derlying earnings and cash generation. The dividend is to be paid wholly as
aPID on 22 May 2026 to shareholders on the register at 24 April 2026.
Summary balance sheet
The summary balance sheet below as at 31 December 2025 is presented on a Group
share basis, excluding the 25 per cent non-controlling interest in the Covent Garden
estate.
31 December
2025
31 December
2024

IFRS
£m
Adjustment for
non-controlling
interest
£m
Group
share
£m
IFRS
£m
Property portfolio
1
5,358.0 (697.1) 4,660.94,929.0
Net debt
2
(901.5) 88.2 (813.3) (1,405.0)
Other assets and liabilities 111.6 (5.0) 106.6 150.3
Non-controlling interest (613.9) 613.9 – –
Net assets (IFRS and Group share) 3,954.2 – 3,954.2
3,674.3
EPRA net tangible assets 3,954.9 – 3,954.9 3,671.1
EPRA net tangible assets pershare
(pence) 214.7p – 214.7p 200.2p
Adjusted, diluted number ofshares
3
1,842.3m–1,842.3m1,833.3m
1. Includes £20.7 million (2024: £20.1 million) accounted for as owner-occupied property and £nil
(2024: £9.8 million) accounted for as held for sale. The market value of
the property portfolio under
management is £5,407.1 million (2024: £4,973.5 million).
2. Net debt based on nominal value of debt drawn less cash, excluding tenant deposits
of £11.6 million
(2024: £14.2 million).
3. Number of shares excludes 128.4 million shares held in relation to the exchangeable bond and 3.1 million
within an approved Employee
Benefit Trust. Total shares in issuance, including these components, was
1,953.2 million shares.
IFRS net assets and EPRA NTA have increased by 7.2 per cent in the year, primarily
due to the like-for-like increase in the valuation of the property portfolio. Thenon
-
controlling 25 per cent interest in the Covent Garden partnership is £613.9 million,
having increased by £47.2 million since completion of the transaction i
n April 2025.
£7.9 million of dividends were paid to NBIM during the year, representing 25 per
cent of the Covent Garden dividends for the period April to September 2025.
Financial review continued
Shaftesbury Capital PLC | 2025 Annual Report 46
Strategic report Corporate governance Financial statements Additional information
EPRA net tangible assets per share +7.2% to 214.7 pence
December
2024
Gain on
revaluation
and sale of
investment
property
Underlying
earnings
Dividends
paid
Non-
underlyi ng
costs
Other December
2025
200.2p
15.6p
4.5p
(3.7)p
(0.7)p
(1.2)p
214.7p
Property portfolio
The carrying value of the portfolio under management, reflected at 100 per cent,
asat 31 December 2025 is £5,358.0 million having increased from £4,929.0 million
at
31 December 2024.
The independent market valuation of the portfolio of £5,407.1 million has increased by
6.6 per cent (like-for-like) since 31 December 2024 driven
by ERV growth of 6.2 per
cent (like-for-like) and the equivalent yield of 4.43 per cent (Dec 2024: 4.45 per cent).
£80.2 million (before costs) has been invested in
targeted acquisitions in Covent
Garden and Soho, presenting asset management opportunities with excellent rental
growth prospects and the pipeline of acquisitions is en
couraging, with a number of
buildings currently under review.
Capital expenditure during the year was £33.1 million, predominantly relating to
office refurbish
ments in Covent Garden.
The sale of three properties, including the last remaining Fitzrovia assets, was
completed in the year for total proceeds of £12.4 million, in l
ine with the
31 December 2024 valuation.
Debt and gearing
The Group maintains a strong financial position, with diversified sources of funding,
aspread of debt maturities, significant headroom against debt covenants, access to
liqui
dity, modest capital commitments, significant unencumbered asset value and
interest rate hedging in place for 2026.
The Group’s cash and undrawn committed facilities as at
31 December 2025 were
£1,014.1 million (Dec 2024: £559.8 million). As at 31 December 2025, the Group had
capital commitments of £8.9 million.
Group share
1
31 December
2025
£m
31 December
2024
£m
Cash and cash equivalents
2
339.1 109.8
Undrawn committed facilities 675.0450.0
Cash and undrawn committed facilities1,014.1 559.8
Commitments (8.9) (24.1)
Available resources 1,005.2 535.7
1. Numbers for 2025 are presented on a Group share basis.
2. Excludes tenant deposits of £11.6 million (Dec 2024: £14.2 million).
It is expected that £275 million of the cash and cash equivalents on balance sheet
will be applied towards repayment of the exchangeable bonds upon matu
rity in
March 2026.
The loan-to-value (“LTV”) ratio and EPRA LTV at 31 December 2025 were 17 per cent.
This is comfortably within the Group’s limit of no more than 40 per c
ent. Net debt to
EBITDA has been reduced from a multiple of approximately 11 to under 7 times.
Group share
1
31 December
2025
£m
31 December
2024
£m
Cash and cash equivalents 339.1 109.8
Debt at nominal value (1,152.4) (1,514.8)
Net debt (813.3) (1,405.0)
Loan-to-value 17.3% 28.2%
EPRA loan-to-value 16.8% 27.4%
Net debt to EBITDA 6.6x 10.9x
Interest cover 396.4% 292.1%
Weighted average debt maturity – drawn facilities 4.0 years 4.6 years
Weighted average cost of debt – gross 3.6% 4.0%
Weighted average cost of debt –
net 3.4% 3.7%
Drawn debt with interest rate protection
2
100% 100%
1. Numbers for 2025 are presented on a Group share basis.
2. Taking account of interest on cash deposits and interest rate caps.
At 31 December 2025, Group net debt was £813.3 million having reduced
significantly following the receipt of the £574 million of gross proceeds from the
creation of
the Covent Garden partnership with NBIM. Proceeds have been used
toreduce drawn debt, with partial repayment of the Canada Life term loan
(£67.4 million of the £135 million, whi
ch utilised approximately £42 million of the
proceeds net of restricted cash), repayment of a £200 million term loan in October
2025 and in due course we are positioned for repay
ment of the £275 million of
exchangeable bonds due in March 2026. In the meantime, the remaining proceeds
are held on deposit until deployed.
Shaftesbury Capital PLC | 2025 Annual Report 47
Strategic report Corporate governance Financial statements Additional information
Financial review continued
Financial review continued
In October 2025, the Covent Garden partnership entered into a new five-year
£300 million (£225 million at Group share) unsecured revolving credit facility which
isundraw
n.
The maturity of the Group’s £150 million unsecured revolving credit facility was
extended from December 2027 to December 2030 and the £300 million unsecured
rev
olving credit facility from December 2028 to December 2029. The margins on
these loans were reduced to better reflect market conditions and further strengthen
the Group
’s position. The facilities are currently undrawn.
The weighted average cash cost of drawn debt is 3.6 per cent (Dec 2024: 4.0 per
cent) which reduces to an effective cash cost
of 3.4 per cent (Dec 2024: 3.7 per cent)
taking into account interest income on cash deposits and the benefit of interest rate
hedging. As maturing debt is repaid or refinance
d (including the £275 million of
exchangeable bonds, which have a cash coupon of 2 per cent), based on current
market interest rates, it is currently anticipated that
the weighted average cost of
debt will increase.
All of the Group’s drawn debt is at fixed rates or currently has interest rate
protection in place. £300 million of hedgi
ng (comprising £150 million at Group and
£150 million in the Covent Garden partnership) has been entered into during the year
and is in place until the end of 2026 whi
ch provides for a cap of 3.0 per cent on
SONIA exposure.
Financing opportunities will continue to be reviewed over the coming year, taking
advantage of the
Group’s attractive credit profile.
Cash flows
Movement in cash flow – Group share
2025
£m
Cash, excluding tenant deposits, as at 31 December 2024 109.8
Non-controlling interest’s share of cash acquired (7.5)
Operating inflow104.0
Investing outflow (107.1)
Financ
ing inflow306.6
Dividends paid (66.7)
Cash, excluding tenant deposits, as at 31 December 2025 339.1
The overall balance of cash increased by £229.3 million to £339.1 million as at
31 December 2025. This is due largely to:
• Operating cash inflows of £104.0 million reflecting growing gross profit and
continuing high levels of cash collection, partly offset by administrative and
finance c
osts. The inflow is further reduced for the payment of non-underlying
administrative costs, non-underlying transaction costs for property acquisitions
and disposals and costs relate
d to the sale of Covent Garden partnership.
• Investing cash outflows of £107.1 million, including £9.4 million of gross proceeds
from the sale of three properties offset by £31.5 million capital expenditure and
£85.
1 million for property acquisitions (including acquisition costs).
• The £267.4 million financing outflow reflects the net movement in facilities drawn
and repaid in the year. In addition, £574 million of gross proceeds were recei
ved
on completion of the long-term Covent Garden partnership.
• Total dividends paid in the year excludes £4.7 million paid to a Group entity which
holds 128.4 million shares in relation to the exchangeable bonds. Followin
g the
dividend threshold test, as set out in the exchangeable bonds conditions,
substantially all of the dividend was subsequently retained by the Group.
Going concern
Further information on the going concern assessment is set out in note 1 to the
financial statements, ‘Principal accounting policies’, on page 163 to 164.
The
Group has a strong balance sheet with EPRA loan-to-value of 16.8 per cent,
Group interest cover of 4.0 times, and access to cash of £339.1 million and undrawn
fa
cilities of £675.0 million as at 31 December 2025. There remains sufficient liquidity
and debt covenant headroom even in a “severe but plausible” dow
nside scenario.
There continues to be a reasonable expectation that the Group will have adequate
resources to meet both ongoing and future commitments for at l
east 12 months from
the date of signing these financial statements. Accordingly, the Directors consider it
appropriate to adopt the going concern basis of accounting in preparing the 2025
Annual Report.
Situl Jobanputra
Chief Financial Officer
24 February 2026
Opening
cash
NBIM
transaction
Operating
inﬂow
Non-
controlling
interest cash
acquired
Investing
outﬂow
Financing
outﬂow
Closing
cash
Dividends
paid
Undrawn
RCF
109.8
574.0
104.0
(7.5)
(107.1)
(267.4)
(66.7)
675.0
Total liquidity £1,014m
339.1
Shaftesbury Capital PLC | 2025 Annual Report 48
Strategic report Corporate governance Financial statements Additional information
Risk management
The Board has overall responsibility for Group risk management. It determines its
risk appetite and reviews principal risks and uncertainties regularly, together with
the actions tak
en to mitigate them. The Board has delegated responsibility for the
review of the adequacy and effectiveness of the Group’s internal controls
framework to the Audit Comm
ittee.
Risk is a standing agenda item at management meetings. This gives rise to a more
risk-aware culture and consistency in decision-making across the organisation
in line
with the corporate strategy and risk appetite. All corporate decision-making takes
risk into account, in a measured way, while continuing to drive an entrepreneurial
cult
ure. The Executive Committee and senior management team are responsible for
the day-to-day commercial and operational activity across the Group and are,
therefore, responsible for the m
anagement of business risk.
The Executive Risk Committee, comprising the Chief Executive, Chief Financial
Officer, Director of Asset Management, Heads of Asset Managem
ent and Property
Management, General Counsel, Group Financial Controller, Director of
Transformation and Technology, Head of Sustainability and Head of Health a
nd
Safety, is the executive level management forum for the review and discussion of
risks, controls and mitigation measures. The corporate and business division risks
are
reviewed on a regular basis by the Executive Risk Committee, so that trends and
emerging risks can be identified and reported to the Board.
Senior management from eac
h part of the business identify and manage the risks
for their area or function on a day-to-day basis and maintain a risk register.
Theseverity of each risk is assessed through
a combination of each risk’s likelihood
of an adverse outcome and its impact. In assessing impact, consideration is given
tofinancial, reputational and re
gulatory factors, and risk mitigation plans are
established. A full risk review is undertaken annually in which the risk registers are
aggregated and reviewed by the Executive Ris
k Committee. The Directors confirm
that they have completed a robust assessment of the principal and emerging risks
faced by the business, assisted by the work performed by the Executive
Risk
Committee.
Risk management
Oversight,
assessment and
mitigation at a
Group level
Identification,
assessment and
mitigation at an
operational level
Top
down
Bottom
up
Governance Board • Sets risk culture
• Sets risk appetite
• Monitors risk exposure and
appetite
• Reviews principal and
emerging risks
Oversight
Ownership
Senior management
•
Oversee day-to-day management of risk, including
identification and response
• Assist Executive Risk Committee with identification of principal
and emerging risks
• Design and implementation of controls; ensure key controls
are operating and are effective
• Brief Executive Risk Committee on key issues that have arisen
Audit Committee Executive Risk Committee Executive Committee
•
Reviews the adequacy and
effectiveness of the risk
management framework and
the internal control systems
• Approves the assurance
programme
• Co-ordinates and develops risk management process
• Reviews and assesses risk register
• Considers principal and emerging risks and mitigating actions
• Monitors risks and response plans
• Assesses control environment and effectiveness ofcontrols
• Oversees day-to-day
monitoring and management
of risk
Shaftesbury Capital PLC | 2025 Annual Report 49
Strategic report Corporate governance Financial statements Additional information
Risk awareRisk averse Risk neutral
Economic and
political
Portfolio
Operational
resilience
Leasing and asset
management
People
Climate change
Compliance with
laws and regulations
Risk
appetite
Risk averse: The Group
is cautious and takes as
few risks as possible
Risk neutral: The Group
takes a balanced
approach to risk taking
Risk aw
are: The Group
is willing to take greater
than normal risks
Risk appetite statement
The Group risk appetite statement is designed to set the right tone at the top for
the Group and support decision-making at a strategic level by the Board and the
Executive
Committee. This statement provides guiding principles to support
decision-making at both Board and senior management levels. The Group’s risk
appetite statement is rev
iewed and updated by the Board at appropriate intervals
and, in any event, on an annual basis. The Group’s risk appetite statement has been
communicated to senior manage
ment who are responsible for incorporating the
identified principles in decision-making. The Group’s risk appetite statement is
asfollows:
“We invest to create thriving destinations
in London’s West End where people enjoy
visiting, working and living. We use our expertise in property investment and our
commitment to a strong balance
sheet to take commercial risks in a measured way,
so that we are able to deliver sustainable growth and long-term returns for our
shareholders.
We are risk averse i
n relation to the impact of our business on the environment and
on the health and safety of our people and the public, and it is a key priority for us
that
our business operates in compliance with laws, regulations and our contractual
commitments.”
Investing in one location presents an inherent geographic co
ncentration risk and
there are certain external factors which the Group cannot control. However, in
executing the Group’s strategy, we seek to minimise exposure to operation
al,
reputation and compliance risks, recognising that our appetite to risk varies across
different elements of the strategy. Recognising that risk appetite is not an “absolute”,
the Gro
up may move higher or lower on the risk curve, as circumstances dictate.
Assessing risk
Risks are considered in terms of the likelihood of occurrence and their potential
impact on the business. In assessing impact, a number of criteria are considered,
inclu
ding the effect on our strategic objectives, operational or financial matters, our
reputation, sustainability, stakeholder relationships, health and safety and regulatory
issues. Risks
are assessed on both gross (assuming no controls are in place) and
residual (after mitigation) bases.
To the extent that significant risks, failings or controls weaknesses
arise, appropriate
action is taken to rectify the issue and implement controls to mitigate further
occurrences. Such occurrences are reported to the Board. The Group’s processes
a
nd procedures to identify, assess and manage its principal risks and uncertainties
were in place throughout the year and remained in place up to the date of
approval
of the 2025 Annual Report.
Risk appetite
Shaftesbury Capital PLC | 2025 Annual Report 50
Strategic report Corporate governance Financial statements Additional information
Risk management continued
Risk outlook and emerging risk
Looking ahead to 2026, there is a high degree of interconnectedness between
macroeconomic conditions and the global geopolitical climate which could affect
the Group’
s risk profile. While inflationary pressures and interest rates may show
signs of improvement, shifts in trade policy, regional conflicts, regulatory changes,
inflation
and capital market volatility could continue to influence investor sentiment,
financing costs, occupational demand, travel patterns, consumer behaviour and
realestate
valuations.
Climate change, environmental regulation and sustainability expectations continue
torepresent an area of focus and potential risk. Failure to comply with evolving
regulatory requirements or meet stakeholder expectations could result in financial,
operational or reputational impacts. In addition, physical climate risks
and the cost
of adapting assets to meet environmental standards may increase over time,
requiring ongoing investment and active management. The regulatory l
andscape also
continues to evolve and bring additional challenges and costs of compliance.
The Group actively monitors emerging risks to identify
and assess issues that could
affect the delivery of its strategic objectives. These risks arise from evolving
circumstances or trends which may develop rapidly and could ha
ve a significant
impact on the Group’s financial strength, competitive position or reputation, either
over the next three years or in the longer term. At this stage, the
likelihood and
potential impact of such risks are often uncertain, and appropriate mitigating actions
may not yet be fully developed.
The Group undertakes regular horizon
-scanning to identify potential risks and
emerging trends that may become significant in the future. The most relevant risks
and opportunities identified throu
gh this process are assessed to determine their
relevance and whether any additional actions are required. Prioritised emerging risks
are then reviewed and validated by senior ma
nagement to better understand their
potential impact and to develop appropriate strategies to manage them. A non-
exhaustive list of emerging risks is outlined over
leaf.
Internal controls
Embedded within the Group’s risk management process is its internal controls
framework, which is built around clearly defined governance structures and robust
oversight processes. The Board and its Committees operate under a clear remit,
with established terms of reference and a schedule of matters reserved for their
review.
The Executive Committee is c
losely involved in the day-to-day management of the
business, holding regular meetings with senior management, while delegated
authority limits govern co
mmitments and payments. Management undertakes daily
monitoring of risks and controls, supported by a formal assessment of strategic and
emerging risks by the Exe
cutive Risk Committee, which reports to the Audit
Committee and Board.
The Board receives regular updates on operations, IT systems and cyber security,
and the Group maintains a transparent
Tax Strategy, published on our website,
outlining its approach to tax risk management and governance. In addition, a
Whistleblowing Policy and confidentia
l hotline enable employees and third parties to
raise concerns, with these arrangements reviewed annually by the Audit Committee.
Specific controls over financial reportin
g and the consolidation process include an
appropriately staffed management structure with clear accountability, alongside a
comprehensive reporting, budgeting and review
system. The Chief Financial Officer
and Group Financial Controller provide regular updates to the Board and Audit
Committee, covering forecasts, performance against budget a
nd financial covenants.
The effectiveness of financial, operational and compliance controls is subject to
formal review by management and exter
nal advisers, with findings reported to the
Audit Committee. Furthermore, BDO LLP, appointed as the Group’s internal auditor,
conducts regular audits of controls procedures an
d reports its findings directly to
the Audit Committee.
Shaftesbury Capital PLC | 2025 Annual Report 51
Strategic report Corporate governance Financial statements Additional information
Risk management continued
Emerging risks with a one to three-year time horizon include:
•
UK fiscal and monetary policy and political uncertainty, alongside evolving
geopolitical risks, impacting confidence, investment and occupier deman
d;
• Landlord, tenant and wider regulatory reform, including implementation of the
Renters’ Rights Act from 2026;
• Implementation of the Building Safety Act and evolving UK property valuation
standards and practices;
• Planning and environmental policy changes affecting development feasibility,
cost and timelines;
• Changes to residential rent controls; and
• Technology disruption (particularly the impact of AI) and associated cyber,
fraud and business-model impacts across customer and operations.
Emerging risks with a longer-term horizon include:
•
Shifts in social dynamics and demographics, including changes in how space
isused, patterns of urbanisation, consumer spending and travel patterns;
• Evolving consumer preferences and behaviours;
• Long-term impacts of climate change;
• Influence of technological developments, including in areas such as digital
currencies on consumer behaviour and payment practices; and
• Changes to property-related tax and regulatory changes.
2025 principal risks
Change in
the year
Economic and political
Portfolio
Operational resilience
Leasing and asset management
People
Climate change
Compliance with law and regulations
Key
Increase DecreaseStable
Principal risks and uncertainties
The Group’s principal risks and uncertainties, which are set out on the following
pages, are reflective of where the Board has invested time during the year. These
principal
risks are not exhaustive. The Group monitors a number of additional risks
and adjusts those considered ‘principal’ as the risk profile of the business changes.
The risks i
nherent in the compilation of financial information, are disclosed in note 1
to the financial statements, ‘Principal accounting policies’ within ‘Critical accounting
judgements and key sources of estimation and uncertainty’, on page 164.
Shaftesbury Capital PLC | 2025 Annual Report 52
Strategic report Corporate governance Financial statements Additional information
Risk management continued
Economic and political
• Decline in real estate valuations driven by
macroeconomic conditions, interest rates
and investor sentiment
• Changes to government policy, legislation
and regulation impacting the property
sector
• Weak or volatile business and consumer
confidence
• Inflationary pressures on operating costs,
including energy and the cost of living
• Increased material costs, supply chain
disruptions and labour shortages affecting
customers
• Reduced availability and/or increased cost
of debt or equity funding; financial market
volatility and/or disruption
• Uncertainty over the level and trajectory
ofinterest rates
• Persistent discount of the Group’s share
price relative to EPRA NTA
Impact on strategy
• Lower rental income due
to customer demand,
affordability pressures or
tenant failures
• Increased vacancy levels,
incentives or longer letting
periods resulting in lower
rental income
• Downward pressure on
capital values and
portfolio valuations
• Higher finance costs due
to increased interest
expense on new or
refinanced debt
• Higher operating costs
due to inflation in property
operating costs, energy,
insurance and service
contracts
• Reduced financial and
operational flexibility due
to constraints on capital
investment, development
activity or asset
repositioning
Mitigation
• Maintain appropriate liquidity to meet
operational and financial commitments
• Target longer and staggered debt maturities,
and diversified sources of funding
• Undertake early refinancing of upcoming
debt maturities where appropriate
• Covenant headroom monitored and stress
tested
• Fixed rate financing and derivative contracts
to provide interest rate protection
• Counterparty credit monitoring, early
intervention, diversification by concept, price
point and covenant quality
• Monitoring proposals and emerging policy
and legislation, with industry lobbying where
appropriate
• Engagement with key stakeholders and local
authorities
• Monitoring of key indicators including
interest rate and yield movements, capital
market liquidity, valuation trends, customer
demand and occupancy levels, and the
Group’s EPRA NTA discount
Context and actions taken:
The Group’s focus on prime West End assets has
historically provided resilience through economic cycles,
supported by strong underlying demand, low vacancy
levels and sustained footfall.
The Group has had a long-term focus on maintaining a
strong balance sheet, with sufficient liquidity and debt
covenant headroom, to ensure it is able to withstand
market volatility and take advantage of opportunities.
Asat 31 December 2025, the Group had access to cash
of£339 million and undrawn facilities of £675 million
providing substantial headroom against foreseeable
commitments. Funding, debt and treasury metrics are
monitored on a continual basis with a focus on preserving
liquidity and capital, maintaining leverage and managing
refinancing risks.
Extensive forecasting, stress testing and scenario
modelling has been undertak
en, including sensitivities to
interest rates, valuation movements, rental income and
cost inflation, to help inform decision-making and capital
allocation.
A down
side scenario has been analysed in connection with
the going concern assessment, details of which are set out
in note 1 to the financial statements, ‘Principal accounting
policies’ within ‘Going concern’, on page 163. The financial
statements have been prepared on a going concern basis.
The Group remains in close dialogue with local authorities
and key stakeholders to understand policy developments
and future plans, and to position the estate constructively
in response to potential l
egislative, planning and
regulatory changes.
See Chief Executive’s statement on page 8 for further
information ->
KeyIncrease Stable Decrease
Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded
Principal risks and uncertainties continued
Shaftesbury Capital PLC | 2025 Annual Report 53
Strategic report Corporate governance Financial statements Additional information
Risk management continued
KeyIncrease Stable Decrease
Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded
Portfolio
• Inability of the Group to adopt the
appropriate portfolio strategy to respond
effectively to changing market conditions
and shifts in consumer behaviour and
customer requirements
• Portfolio concentration
• Misalignment with joint venture and
otherpartners
• Volatility in the investment and capital
markets, including changes in investor
sentiment and fluctuations in property
yields and values
Impact on strategy
• Inability to deliver the
Group’s business plan or
need for structural change
to the business plan
impacting returns or
capital values
• Reduced flexibility to
respond to adverse
market conditions
Mitigation
• Focus on prime assets, locations and uses
where, in normal conditions, there is a
structural imbalance between availability of
space and demand
• Concentration of assets where scale and
control can be leveraged to influence
place-making outcomes
• Establish asset clusters to provide the
opportunity to drive long-term growth and
returns
• Regular strategic analysis with focus on
creating mixed-use destinations and
residential districts with distinct and
sustainable attributes
• Market monitoring and valuation through
regular assessment of investment market
condition and bi-annual external valuations
to monitor portfolio performance and value
• Regular communication and agreed business
plan with joint venture partners
• Reconfigure and repurpose space to
respond to, and anticipate, evolving
customer demand and consumer behaviour
Context and actions taken:
The Group focuses on prime assets in the West End of
London, predominantly within the retail and F&B (food &
beverage) sectors.
While this portfolio concentration presents inherent risk,
the Group considers this focus to be a strategic strength,
providing a high degree of influence over defined areas
and the ability to curate customer mix, uses and the public
realm in order to drive long-term value.
The Group actively promotes and manages its areas to
sustain high levels of footfall and to maintain locations that
remain relevant, attractive and commercially vibrant.
During 2025, sustained customer demand resulted in low
vacancy levels across the portfolio and consistently strong
footfall performance.
Further to the introduction of NBIM as an investor in
Covent Garden, the Group has retained 75 per cent
ownership and management control over the Covent
Garden estate but does not have sole control over all
strategic, operational and financial decisions relating to
these assets. Contractual agreements for management of
the estate are in place with regular communication
between parties throughout the year and performance
tracked against the agreed business plan.
Through regular dialogue with current and potential
customers, combined with ongoing assessment of market
conditions, the Group is able to better understand market
demand and consumer preferences and reconfigure and
adapt space as appropriate to support leasing
performance and long-term returns.
See Our Portfolio on page 16 for further
information ->
Principal risks and uncertainties continued
Shaftesbury Capital PLC | 2025 Annual Report 54
Strategic report Corporate governance Financial statements Additional information
Risk management continued
Operational resilience
• Misconduct or poor operational or
sustainability standards
• Poor performance, failure or misconduct by
third-party advisers, contractors or service
providers including during period of
transition
• Catastrophic or disruptive event such as
aterrorist attack, natural disaster, health
pandemic or cyber security incident or
cyber crime
Impact on strategy
• Reduced rental income as
a result of business
disruption, reduced
footfall or tenant impacts
• Higher operating costs,
including remediation,
security, insurance or
recovery costs
• Reduced capital values
and investment
attractiveness
• Reduced financial and
operational flexibility
• Business disruption or
damage to property
assets
• Reputational damage to
the Group and/or
diminished attractiveness
of London as a destination
Mitigation
• Supplier procurement policy in place, with
regular monitoring of third-party advisers
and contractors
• Engagement with key stakeholders and local
authorities
• Comprehensive insurance cover, including
building reinstatement, loss of rent and
terrorist insurance
• Detailed business continuity and crisis
communication plans in place
• On-site physical security measures and
cyber security systems in place to protect
data and IT infrastructure
• Health and safety policies and procedures
• Close liaison with police, National Counter
Terrorism Security Office and local
authorities
Context and actions taken:
While geographic concentration presents inherent risk, the
Group’s ownership of prime West End real estate is also a
significant strength, providing an element of control and
enabling active curation of areas to maintain locations that
are popular, safe and resilient. Given the high-profile
nature of the Group’s assets, the risk of an external event
is inevitably heightened. The Group therefore places
significant emphasis on maintaining appropriate insurance
cover and implementing effective security, operational and
health and safety frameworks. Business continuity plans
for both employees and service providers have been
reviewed, including the introduction of external resources
if required, alongside associated HR policies, technology
and communication arrangements. IT security systems that
support data security and disaster recovery are in place.
Cyber security risk, including both widespread threats
such as state-sponsored attacks and those targeted
directly at the Group’s systems and data, remains a key
area of focus. The Group is supported by external
advisers, including specialist consultants, to ensure
appropriate controls and security protocols are
maintained, and employees receive regular cyber security
and phishing awareness training.
Operational resilience, cyber security and business
continuity arrangements are reviewed regul
arly by
management, with key risks and mitigation measures
reported to the Board.
See Our strategy and business model on page 12 and
13 for further information ->
KeyIncrease Stable Decrease
Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded
Principal risks and uncertainties continued
Shaftesbury Capital PLC | 2025 Annual Report 55
Strategic report Corporate governance Financial statements Additional information
Risk management continued
Leasing and asset management
• Inability to achieve target rents or to attract
and retain desired customer mix and high
occupancy due to changing market
conditions, shifts in consumer behaviour
and spending patterns and increased
competition from alternative locations/
formats
• Unfavourable planning/licensing policy,
legislation or action impacting on the ability
to secure approvals or consents
Impact on strategy
• Decline in customer
demand for the Group’s
properties
• Reduced income and
increased vacancy
• Reduced return on
investment and
development property
• Reduced ability to deliver
targeted rental growth
and long-term valuation
creation
Mitigation
• Maintain a high-quality and diversified
customer mix aligned to each location
• Strategic focus on creating mixed-use
destinations with distinctive and sustainable
attributes
• Early engagement with local and national
authorities
• Pre-application and consultation with key
stakeholders and landowners
• Regular assessment of market conditions,
leasing performance and development
strategy
• Active asset management to respond to
changing customer and consumer demands
• Business strategy based on delivering
sustainable, long-term returns
Context and actions taken:
The Group takes measured risks by using its expertise in
place-making and creative and active asset management
to deliver long-term value through rental growth and
attracting new customers. During 2025, leasing activity
remained strong, with high occupancy levels reflecting the
strength of demand for prime central London real estate.
Many of the Group’s customers operate within the retail
and F&B sectors and are exposed to a range of external
pressures, including the availability and cost of credit,
cost-of-living impacts on consumer spending, business and
consumer confidence, inflation, energy costs and supply
chain disruption, labour availability and other operational
cost pressures.
The Group actively seeks opportunities to create or
enhance value through the planning process, cognisant of
the risks but leveraging the Group’s experience and
capabilities to deliver strategic objectives.
The Group has a focused leasing, asset management and
marketing strategy in place, ensuring the business is
well-positioned, and regularly engages with customers,
suppliers and partners to ensure requirements, standards
and operational resilience are maintained.
See Our Portfolio on page 16 for further
information ->
KeyIncrease Stable Decrease
Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded
Principal risks and uncertainties continued
Shaftesbury Capital PLC | 2025 Annual Report 56
Strategic report Corporate governance Financial statements Additional information
Risk management continued
People
• Inability to attract, retain and develop
suitable skilled and experienced employees,
leadership and succession planning within
the business
• Key person risk
Impact on strategy
• Reduced ability to execute
the Group’s strategy and
business plan
• Constrained growth and
loss of strategic or
commercial opportunities
• Increased pressure on
corporate costs and
operational effectiveness
Mitigation
• Succession planning and identification of key
roles and critical skills
• Regular performance evaluations, training
and professional development
• Long-term, competitive and performance-
linked incentive arrangements
• Flexible and modern working practices
Context and actions taken:
The Group’s success is driven by a dedicated team of
skilled and talented individuals working collaboratively
across the business. The health, safety and well-being of
our people and service providers is of the utmost
importance, supported by a culture and environment that
allows individuals to grow, develop and perform to the
best of their abilities.
There remains a risk of illness or absence across
employees, management or service providers which would
disrupt the day-to-day activities of the Group’s business
and running of the estate. Team communication and
management strategies have been implemented to ensure
appropriate support, supervision and collaboration where
employees are working flexibly or remotely.
Recruiting and on-boarding policies have been reviewed
and adapted where necessary to ensure that the business
is able to continue to attract, develop and retain high-
quality talent.
The Group continues to monitor employees’ mental and
physical well-being and the health and safety of our
employees and service providers remains a top priority
with regular seminars and webinars from external experts.
See Our people and culture on page 87 for further
information ->
KeyIncrease Stable Decrease
Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded
Principal risks and uncertainties continued
Shaftesbury Capital PLC | 2025 Annual Report 57
Strategic report Corporate governance Financial statements Additional information
Risk management continued
KeyIncrease Stable Decrease
Strategic priorities Customer at the heart of the business Creative and active approach Disciplined ﬁnancial management Sustainable and community minded
Climate change
• Physical impact to the Group’s assets from
rising temperatures or other extreme
climate-related event such as flooding
• Transitional challenge of increasing and
more onerous climate-related regulation,
compliance and reporting requirements
• The cost, complexity and feasibility of
retrofitting, insuring or leasing heritage
assets and listed buildings on a Whole-Life
Carbon basis
• Failure to progress cost-effective retrofit
pathways for heritage assets may reduce
lettability, ERVs, and exit liquidity risk
• Inability to keep pace with customer and
consumer demand for proactive action to
manage and mitigate climate-related risk
Impact on strategy
• Reduced income, capital
values or business
disruption resulting from
physical climate events
• Increased operating costs
associated with
compliance, reporting and
achieving target
environmental metrics
• Increased capital costs of
retrofitting, or inability to
resolve listed building or
planning challenges, leads
to buildings becoming
“carbon stranded”
• Reduced rental income
through lower rents and
longer void periods due to
reduced customer
demand for less
sustainable buildings
Mitigation
• Active management of climate-related risks
and opportunities, supported by a dedicated
sustainability team
• We have set a 2040 Net Zero Carbon target
to align with the Science Based Targets
initiative (“SBTi”) long-term carbon reduction
targets. For more detail on the mitigation
measures in place for climate risk, please
refer to the Group’s TCFD disclosures in the
2025 Annual Report as well as the Group’s
Net Zero Carbon Pathway.
• External reporting and performance
monitoring through recognised indices and
benchmarks, including EPRA, CDP, MSCI and
GRESB
• Continued engagement with stakeholders to
preserve heritage buildings, while enhancing
environmental performance
• Proactive customer and consumer
engagement programme and setting of
appropriate climate-related targets on both
development and operations
Context and actions taken:
The Group believes in taking a responsible and forward-
looking approach to environmental issues and recognises
the urgent need to tackle climate change. The Group is
committed to meeting our interim 2030 carbon reduction
targets and our 2040 Net Zero Carbon target which aligns
with the SBTi long-term carbon reduction targets. As a
long-term steward of the West End, the Group recognises
the importance of preserving and celebrating the area’s
heritage through carefully considered refurbishments
anddevelopments.
The Group has made material progress in the
decarbonisation of the portfolio and recognises that it is
ata critical point for action and will continue our efforts in
2026 to reduce greenhouse gas emissions in our buildings
and operations. This requires more innovative and
sustainable ways of working and includes supply chain
partners across development and operational disciplines,
customers, as well as corporate actions.
See Sustainability on page 72 for further
information ->
Compliance with law andregulations
• Breach of legislation, regulation or
contractual obligations including
shareholders agreement with joint venture
and other partners
• Failure to anticipate, respond to or comply
with changes in legal or regulatory
requirements, including potential reforms
tothe Landlord and Tenant Act or other
property-related legislation
• Health and safety incidents, including
accidents or near misses, causing loss of life
or very serious injury to employees,
contractors, customers or visitors
• Loss of REIT status due to non-compliance
with REIT requirements
• Added complexity of reporting requirements
because of joint venture and other partner
arrangements
Impact on strategy
• Prosecution for non-
compliance with
legislation or regulation
• Litigation or fines and
associated reputational
damage
• Distraction of
management from
strategic objectives
• Adverse financial
consequences, including
potential loss of REIT tax
benefits
Mitigation
• Appointment of external advisers to monitor
changes in law or regulation
• Employees attend external briefings to
remain cognisant of legislative and
regulatory changes
• Governance frameworks within joint venture
agreements and partnerships with regular
communication with partners
• Robust health and safety policies,
procedures, training and governance
frameworks across the Group
• Appointment of reputable and competent
contractors
• Adequate insurance held to cover the risks
inherent in property ownership, management
and construction projects
Context and actions taken:
Compliance with law and regulations, including health and
safety, remains a key priority for the Board.
Protocols are in place and communicated across the
various stakeholder groups to ensure awareness of, and
compliance with, new legislation and requirements.
The health and safety of our people and the public is a key
priority. The Group works closely with its stakeholders to
mitigate health and safety risks.
The Group remains in ongoing communication with HMRC
regarding its REIT status, its compliance with the
requirements and HMRC’s approach in the event of any
potential breach of the REIT conditions.
See Corporate governance on page 91 for further
information ->
Principal risks and uncertainties continued
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Risk management continued
Shaftesbury Capital PLC | 2025 Annual Report 59
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The Directors have assessed the viability of the Group over the three-year period to
December 2028. The viability assessment takes into account the Group’s current
position and business
plan projections, Group financial forecasts and the potential
impact of the principal risks set out on pages 49 to 58.
Whilst the Board monitors prospects over a
longer period in the execution of the
Group’s strategy, the primary focus within the business planning process is on the
first three years, therefore the Directors have determined that
this remains an
appropriate period over which to provide the Viability Statement.
The Directors confirm that they have no reason to expect a material change in the
Group’s viability immediately following the end of the three-year assessment period.
Assessment
In making the assessment, the Directors have taken account of the Group’s resilient
financial position, access to substantial liquidity, the Group’s ability to raise
new
finance, and the low level of capital commitments together with the flexibility of
future expenditure.
Our West End portfolio continues to demonstrate its end
uring appeal with positive
trends in footfall and sales, high occupancy and overall leasing activity levels well
ahead of ERV. Occupational demand is delivering rental
income and valuation
growth.
While geopolitical risk remains elevated and there is macroeconomic volatility, the
West End and the Group’s unique portfolio of pri
me investments have demonstrated
remarkable resilience. The Group maintains a strong balance sheet with a focus on
resilience, flexibility and efficiency. There
is significant headroom against debt
covenants and access to significant liquidity.
As at 31 December 2025, the Group had net debt of £0.8 billion, an EPR
A LTV ratio
of 17 per cent and Group interest cover of 4.0 times. The Group is projected to have
sufficient cash reserves and undrawn facilities to meet debt maturities durin
g the
viability period. Drawn debt is at fixed rates or currently has interest rate protection
in place.
The business plan considers the Group’s profits, cash flows, capital commitments,
financial resources, funding requirements, debt covenants and other key financial
risks. All of the Group’s risks could have an impact on viabil
ity. The Group has clear
plans in place to address energy performance, Net Zero Carbon and related areas;
however, the longer-term impacts of sustainability and clim
ate change are less
predictable, and the current assessment indicates that these risks remain within the
parameters of “severe but plausible” scenarios over the viability period,
such that
no additional downside impact has been modelled for these purposes.
The Directors consider the key principal risks that could impact the viability of the
Group
to be:
• Portfolio;
• Political and economic;
• Operational resilience; and
• Leasing and asset management.
The Directors placed particular emphasis on those risks which could result in
reduced income and valuations or a shortfall in liquid
ity. Sensitivity analysis was
carried out which involved flexing a number of downside assumptions to consider
alternative macroeconomic conditions and
the impact of these principal risks both
individually and in combination.
Downside scenario
The Directors have assessed the impact of a potential downside scenario which
reflects an economic downturn and incorporates the following assumptions:
• A reduction in forecast net rental income of approximately 20 per cent over the
three-year period;
• Elevated interest rates in excess of current market expectations during the
three-year period; and
• A decline in property valuations of approximately 20 per cent compared to the
31 December 2025 valuation, assuming a decline in rental values along and/or a
w
idening of valuation yields.
Viability Statement
Viability Statement continued
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Strategic report Corporate governance Financial statements Additional information
Liquidity
As at 31 December 2025, the Group had cash reserves of £339 million and undrawn
facilities of £675 million, both on a Group share basis. The Group’s debt matures
between March
2026 and 2037. Debt maturities during the viability assessment
period are:
• £275 million exchangeable bonds are expected to be repaid using cash resources
onmaturity in March 2026.
• £162.5 million (£122 million Group share) of private placement loan notes maturing
at the end of 2026 and £100 million (£75 million Group share) of private place
ment
loan notes maturing between 2027 and 2028 are assumed to be refinanced at
terms reflecting current market conditions.
Whilst the Board considers that financing
risk is an important factor in assessing the
viability of the Group, it has assumed that, even in the “severe but plausible”
downside scenario, replacement fin
ancing could be put in place for debt maturities
as demonstrated through the recent refinancing activity.
Covenant compliance
The downside scenario was carried out to evaluate the potential impact of certain
principal risks materialising, in particular to stress test the Group’s financing
covena
nts. Under the downside scenario, the Group is expected to remain in
compliance with all financial covenants of its debt arrangements.
In addition to considering a downside scenario, reverse stress testing has also been
undertaken, which indicates that the Group could withstand a decrease of 49 per
cent in income a
nd 52 per cent in valuations before breaching its debt financial
covenants.
Conclusion
Based on this assessment, the Directors have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as they fall due
over the viabil
ity period to December 2028.
This is Shaftesbury Capital’s third TCFD disclosure and is aligned with all 11
recommendations of the Task Force on Climate-related Financial Disclosures.
Itsummarises
our climate-related risks and opportunities and meets the
requirements of the UK Listing Rules, the TCFD Annex all-sector guidance, and the
supplemental guidance for materia
ls and buildings. We continue to refine our data
and analysis to enhance future disclosures. All relevant information is included in this
dis
closure and we have not published additional disclosures as done in prior years.
Our portfolio is concentrated in London’s West End and remains fully within the
UKregulatory framework. There have been no year-on-year changes to our business
strategy or asset base that would materially affect our assessment of climate-
related risks or opportunities
.
We continue to monitor relevant UK regulatory developments that may influence
ourassessment of transition risk. No material changes have been identified in either
physical or transition risks during the reporting period.
Governance
Board’s oversight of climate-related risks and opportunities
The Board has ultimate responsibility for climate-related risks and opportunities.
Itoversees the Group’s Sustainability Strategy, monitors progress against 2030
carbon-reduction targets and
the 2040 Net Zero ambition, and reviews sustainability
performance. Climate change, major investments and delivery of the sustainability
strategy are considered by the f
ull Board, with overall accountability resting with the
Chief Executive.
The Chief Executive, Chief Financial Officer and Richard Akers bring relevant climate
and ESG experience,
supported by the sustainability team, which advises senior
management and the Board.
Climate-related risks are embedded within the Group’s risk management framework
an
d overseen by the Executive Risk Committee, which reviews risks quarterly and
reports to the Board. In 2025, the Audit Committee reviewed climate-related risk
reporting, including GHG an
d environmental disclosures and this TCFD report.
Further details on governance committees and meeting frequency are set out
on page 63 ->
Management role in assessing climate-related risks and opportunities
Senior management report sustainability matters to the Board, supported by the
Sustainability Committee (previously the Environment, Sustainability and Community
(“ESC”) Management Committee). Climate-related risks are assessed through the
Group’s risk management framework by the Executive Risk Committee, informed
bybusiness un
its and the Head of Sustainability.
Senior management actively manage climate-related risks and opportunities,
including delivery of carbon-reduction initiatives a
nd regulatory compliance.
Thesustainability team is embedded within the property function, and Executive
Directors have ESG-related objectives under the annual bonus pla
n, including
climate actions where relevant, as described on pages 138 to 140.
Strategy
The Group assesses potential climate-related risks and opportunities over the
following time horizons to support effective financial planning and lease
management:
• Short term: 0–3 years
• Medium term: 3–10 years
• Long term: 10–30 years
Our assessment focuses on Shaftesbury Capital’s target to achieve Net Zero by
2040. As this falls at the end of the medium term and the early part of
the long term,
the assessment provides a balanced view of both time horizons.
Our process to identify and assess climate risks is set out in the Risk management section
on page 62 ->
Climate-related risks and opportunities the organisation has identified over the
short, medium and long term
Identified risks and opportunities apply across the business. Risks are included if
they are deemed to have a significant financial impact, are assessed as being ‘high’
or
‘very high’ in our transitional risk analysis, or are considered to have the potential
to be material in future. These risks are set out on pages 64 to 68.
Transition risks
Our assets are concentrated in a single UK jurisdiction, limiting overall climate risk
but increasing the potential impact of any single adverse event. A desk
top
assessment undertaken in 2025 found no significant change in key transition risks,
which include short-term regulatory changes, medium-term shifts in customer
dema
nd for sustainable assets, and challenges upgrading heritage buildings due
topolicy or configuration.
Task Force on Climate-related Financial Disclosures
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Physical risks
Most assets have low exposure to physical hazards across all time horizons and
emissions scenarios. However, surface water flooding and drought stress pose
medi
um or higher risk at some locations before mitigation. River/coastal flooding
and storm surges are immaterial in the short to medium term due to distance from
the Thames and prote
ction from the Thames Barrier.
Indirect physical risks include potential disruption to London’s transport network,
energy grid strain and construction delays, which could affec
t customers and
operations.
Opportunities
Opportunities mainly arise in the short and medium term through attracting and
retaining customers with energy-efficient buildings, showcasing Whole-Life Carbon
benefits of heritage stock
and leveraging expertise in heritage building
decarbonisation.
Identified risks and opportunities apply across the business. These are set out on pages 64
to 68 ->
Impact of climate-related risks and opportunities on the organisation’s business,
strategy and financial planning
Climate-related mitigation measures are incorporated into our sustainable
development requirements and are therefore embedded within our capital
expenditure refurbishment
programme. We remain committed to long-term, low-
carbon investment in our assets, prioritising repurposing and refurbishment over
demolition and new construction. This approach
preserves the heritage character
ofour destinations, enhances energy performance and reduces embodied carbon,
while limiting potential future liabilities associated with carbon
offsetting.
With planned mitigation measures and suitable insurance in place, physical risks are
effectively managed and residual risk is acceptable. We conclude
that no change to
the current investment strategy is required, either in terms of building type or
location, under any scenario reviewed.
Through our refurbish
ment strategy, we continue to improve the energy efficiency
and climate resilience of the portfolio. We will invest approximately 0.1 per cent of
portfolio value
per year in energy-efficiency upgrades, supporting our ability to meet
Minimum Energy Efficiency Standards (“MEES”) requirements and supporting the
needs of custo
mers and stakeholders.
Our Net Zero Carbon targets are clearly defined (see page 82) and integrated into
our business planning through our sustainable developme
nt requirements.
Resilience of the organisation’s strategy, taking into consideration different
climate-related scenarios
Considering multiple climate scenarios, including a 2°C pathway to reflect the Paris
Agreement, we remain committed to long-term investment in London’s West
End
andto delivering energy-efficient, climate-resilient buildings. Based on identified
risks, we do not expect material changes to our strategy over the mediu
m term.
Current mitigation measures are effective and the business is resilient.
Scenario analysis confirms resilience across a range of plausible outcomes. Ong
oing
investment, asset enhancements and integration of our Net Zero Carbon target
strengthen strategic resilience. Aligning our Net Zero Carbon target with a 1.5°C
trajectory reduces future target tightening, while clear 2030 and 2040
decarbonisation milestones enable informed planning and clarity for stakeholders.
Resilience approach for each risk is set out on pages 64 to 68 ->
Risk management
Process for identifying and assessing climate-related risks
Physical
Climate-related physical risks were reviewed in 2024 using the ‘Climate X’ data
projection platform Spectra. Risk ratings have been determined for relevant physical
cli
mate hazards by combining likelihood and severity scores. We have used three
physical climate change scenarios representing established low, medium and high
emissions pathways
(Representative Concentration Pathway (“RCP”) 2.6, RCP4.5 and
RCP8.5) to understand the range of potential climate outcomes, aiding in
comprehensive risk understanding an
d strategic planning. This approach addresses
compliance with regulatory and stakeholder recommendations, informs investment
and resource allocation and enhances
resilience. We assumed that these scenarios
will not be exceeded across the timelines identified. During 2025, we reviewed loss
history for all assets identified as being higher ris
k from storm flood and determined
that there had been no relevant losses recorded.
Transition
Our transition risk analysis, updated in 2025, employed a third-party desktop review
of the market using the “Balanced Pathway” and “Fossil Fuel Pathway” from the
buildings se
ction of the UK’s Seventh Carbon Budget.
Balanced Pathway: This is the proposed UK trajectory for achieving Net Zero by
2050. It assumes continued expansion of renewable e
nergy, accelerated grid
decarbonisation and strong policy support.
Fossil Fuel Pathway: This scenario assumes a shift away from Net Zero
commitments, increased reliance
on domestic fossil fuels, slower technological
innovation and weaker economic conditions, accompanied by declining living
standards.
These sc
enarios inform our understanding of potential policy, market and
technological shifts that could affect the business. No material changes to transition-
risk exposure were id
entified during the year.
See page 49 for further information on risk management and our principal risks ->
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Task Force on Climate-related Financial Disclosures continued
Managing climate-related risks and integrating into overall risk management
Climate change has been identified as a principal risk as set out on page 58. Climate-
related risks are managed through the Executive Risk Committee, comprising the
Executive Directors, General Counsel, Group Financial Controller, senior members
of the property team, Director of Transformation and Technology, Head of Health
and Safety and
Head of Sustainability. This is the executive level management forum
for the review and discussion of risks, controls and mitigation measures, as set out
on page
49.
Physical risks are managed and mitigated through our ongoing programme to
improve the energy efficiency of our buildings and our investmen
t in increasing green
space across our portfolio.
The Board has overall responsibility for the Group’s risk management framework,
setting risk appetite and regularly reviewing pri
ncipal risks and associated mitigation
actions. Climate-related risks are embedded into this framework through staff
engagement and targeted training, including rol
e-specific programmes covering EPC
requirements, data collection and embodied-carbon assessments.
The Head of Sustainability sits on the Executive Risk Committee, ensuring that
c
limate risks are considered within broader operational and financial risk
discussions. The Committee meets quarterly to review significant business risks,
including sustainabi
lity-related risks, and prepares a risk report for the Board.
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List of climate-related risks and opportunities, impact on the business and our resilience to risk
Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk
Chronic and acute
The portfolio
broadly
demonstrates a high
level of resilience
toclimate change
across RCP2.6,
RCP4.5 and RCP8.5
(low, medium and
high
emission)
scenarios and our
strategic time
horizons.
Risks are assessed
without
consideration of
mitigation to
understand the
underlying risk.
Indirect physical
impacts from
d
amage to London
infrastructure are
also considered.
Time horizon:
Medium to long
term
1. Hotter summers increase costs
for maintaining indoor building
environments as frequency of
peak summer temperatures
increase.
RCP2.6,
RCP4.5
RCP8.5
Climate adaptation a
nd mitigation measures are
integrated into our standard design brief.
Applied measures to improve resilience include
reducing water demand, preventing overheating
through desig
n and adding sustainable drainage to
mitigate precipitation impacts where appropriate.
These actions did not result in material additional
capital expenditure, as planning req
uirements
already address such risks.
We will also support customer transition to Net
Zero, alongside our ongoing EPC programme and
building optimisation i
nitiatives.
We purchase suitable insurance to cover the perils
identified in our physical climate risks analysis.
We continue to invest in innovation re
lating to
climate-resilient urban buildings in a heritage
setting.
Ongoing investment to increase green space and
infrastructure across the portfolio reduces
urban
heat island effect.
Assets are not located in coastal or
fluvial flood areas which limits overall
exposure in all scenarios and time
horizons. Our investme
nt appraisal for
individual assets considers climate risk
exposure on new acquisitions.
We are confident that we are sufficiently
resilient to these risks and con
sider
risks across suitable scenarios and time
horizons.
We recognise the evolving nature of
climate projections and availability of
data. Therefore, we will
review physical
climate risk exposure every two years,
or sooner if required, to update and
inform asset strategies as appropriate.
2. Localised flooding and costs
associated with retrofitting
buildings for increased
resilience. Surface water
flooding is considered as the
greatest risk, with 55 assets out
of 660 at potentia
l high risk
based on location. Climate X
analysis indicated that
aggregated replacement costs
could be c. £3 million under all
scenarios.
RCP2.6,
RCP4.5
RCP8.5
3. Increased disruption to the local
energy and transport network
due to extreme weather events.
Our business relies on the
functioning of the wider London
in
frastructure that may be more
vulnerable to physical impacts
ofclimate change. Increased
risk when combined with
possible failure of the Thames
Barrier.
RCP2.6,
RCP4.5
RCP8.5
4. Fresh water availability and
drought stress are noted risks
for London which exposes the
business to risks from increased
planning requirements and
potential impact o
n construction
through water-intensive
materials in longer time
horizons.
RCP4.5
RCP8.5
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Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk
Policy and legal
As the transition
toalow-carbon
economy continues,
we anticipate
accelerated and
enhanced emission
reporting
regulations will
potentially be
impl
emented in
response to meeting
the UK carbon
reduction targets,
alongside existing
requirements.
Time horizon:
Short to medium
term
5. Evolving regulations such as
MEES and enhanced climate
disclosures become increasingly
difficult to implement, especially
in heritage building
s where we
see a potential conflict between
heritage and energy efficiency.
There is a potential risk of
additional cost as we need to
replace less carbon-efficient
syste
ms outside of their normal
lifecycle.
Balanced
and Fossil
Fuel
We have embedded an ongoing EPC improvement
programme. There is a modest cost to repeating
EPC assessment periodically. Research indicates
that the cost of achieving MEES and Net Zero
Carbon compliance is not excessive. We currently
estimate costs of £30-35 mill
ion by 2030 to achieve
energy efficiency improvement for expected MEES
regulation and support our drive to reduce
operational carbon emissions. The costs are
inclu
ded in our refurbishment capital expenditure,
and, consequently, thereis no incremental cost.
EPC progress is reported twice-yearly.
We engage with customers
to support their
transition towards Net Zero as part of our strategy
to reduce Scope 3 emissions.
Over the past two years we have embarked on a
programme of investme
nt to increase utility meter
coverage and consider the benefits of ESG data
management software.
We recognise the role that carbon offsets will have
to playover the
medium term and have set out our
approach in the 2025 Net Zero Carbon Pathway.
We recognise the importance of electrification and
have undertaken a gas boiler repl
acement exercise.
The Group continues to allocate funds to pilots and
trials of innovative technologies and solutions and,
where trials are successful, s
uch innovation
isconsidered for adoption more widely.
We have detailed existing GHG
reporting which goes beyond current
statutory requirements, including all
Scope 3, mak
ing us resilient to
increased reporting. We have SBTi
approval of our carbon reduction
targets and report progress annually to
align with best practice. We undertake a
perio
dic review of climate regulation
with a professional adviser.
The risk from MEES compliance is
trending lower as we make progress to
improve EPC ratings across the
portfolio
. The business targets a B rating
for all commercial properties within the
scope of MEES by 2030 to stay ahead
of regulation. EPC performance is set
out on page 81 to 82.
Our green l
ease ensures that customers
do not undertake works which will
reduce the EPC performance rating of
the individual unit.
Detailed CRREM-aligned energy audits
undertaken to date demonstrate that
our portfolio can be upgraded to meet
future Net Zero requirements with
current technology and at a relatively
modest c
apital expenditure.
6. Energy performance in buildings
continues to require
improvements beyond those
ofMEES. If market-driven
pressures demand further
increases to energy efficienc
y
ratings towards EPC A by 2040,
with many listed buildings in
Shaftesbury Capital’s portfolio,
this next step may pose a
material risk to the business.
List of climate-related risks and opportunities, impact on the business and our resilience to risk continued
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Task Force on Climate-related Financial Disclosures continued
Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk
Market and
technology risk
Customers,
investors and ESG
benchmarks are
increasingly
adopting
sustainability
building
certifications to
assess portfolios.
These certifications
are
primarily
designed for new
buildings,
consequently, there
is a risk that due to
lack of suitable
certification for
smaller, heritage
assets, our portfolio
may be percei
ved
as less attractive to
customers,
investors or capital
providers.
Time horizon:
7 and 8: Short to
long term
9: Medium to
longterm
7. An inability to meet growing
customer expectations for
assets with greater sustainability
credentials, or energy efficiency
leading to a decrease in
revenues due to re
duced
demand for products and
services or access to capital
due to the reclassification of
’green assets’.
BalancedWe identify opportunities within our operations to
reduce
GHG emissions, including energy efficiency
within our offices.
We have published our first sustainability linked
loan framework aligned with our key Net
Zero
Carbon targets that will enable us to access green
finance.
In this context, the Group reports and engages
through recognised industry indices such as G
RESB,
CDP, EPRA and MSCI.
Our Sustainability Strategy emphasises explaining
the carbon benefit of retrofit of heritage assets and
developing examples of leadership.
Our assessment of acquisitions includes
consideration of Net Zero Carbon during due
diligence. We are committed to providing such
environmental information as is requeste
d by
purchasers when we dispose of buildings. Climate-
related risk also forms part of due diligence for
new acquisitions.
The Group’s valuers have regard to the
individual
climate-related risks and opportunities relevant to
the assets in the context of RICS guidance and
make adjustments where appropriate; the value
im
pacts of sustainability where recognised reflect
the valuers’ understanding of how market
participants include sustainability requirements in
their bids and the impact
on market valuations.
We recognise that commercial property
valuers may adjust investment property
yields to reflect this risk, thoughthe
Grouphas not to date seen any
such
adjustments or financial impact.
We remain resilient to these risks
through an increase in the number of
assets with sustainability credentials.
We ha
ve refurbishment standards and
targets in place which are embedded in
our internal sustainable development
scoping tool.
Improved data collection wi
ll allow us to
develop more appropriate carbon
reduction targets for individual assets.
8. Investment costs into low-
carbon refurbishment of
heritage buildings may be
significant and are likely to
increase. Cost of installing new
tech plus the
operational carbon
and the embodied carbon
associated with taking out
adequate heating source ahead
of its lifecycle completing.
Balanced
and Fossil
Fuel
9. Unsuccessful investment in new
technology. There is a risk that
Shaftesbury Capital may make
significant investments into a
specific technology, which
bec
omes unviable or requires
the substitution of existing
products or services.
Investments in electrification will
be less impactful if the grid does
not decarbonise as
predicted.
Fossil Fuel
List of climate-related risks and opportunities, impact on the business and our resilience to risk continued
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Theme Risk Scenario Impact on strategy and financial planning Business resilience to risk
Asset-specific risk
Our portfolio is
located in heritage
areas and includes
asignificant number
of listed assets,
including grade 1,
grade 2 and
grade2*. Therefore
,
we expect that
there will be some
barriers to the
adoption of
low-carbon
technology on
individual assets.
10. Heritage restrictions impeding
application of energy efficiency
measures.
BalancedEstate-wide review of renewable energy generation
capability to identify opportunities
that free grid
capacity.
Due to planning policy and the nature of heritage
listed buildings, the application of energy efficiency
measures may require higher le
vels of capital
expenditure to manage engagement with local
planning authority, and specialist consultancy
support.
The drive to electrification of bu
ildings will likely
lead to constraint on electrical supply in central
London. In conjunction with our strategy to promote
electrification, we are assessi
ng the future power
demand to inform investment requirements.
The Group notes that planners are
increasingly aware of this issue, and
weexpect to see
further agreement on
appropriate interventions to reduce
planning risk and incorporate new
technologies.
We recognise the evolving risk relating
to upgradin
g heritage assets and will
retain our focus on the identification of
suitable technologies.
11. Adoption of lower-carbon
products and technologies is
constrained by local electrical
infrastructure and supply. There
is a risk posed to the existing
assets an
d those not yet
completed within Shaftesbury
Capital’s portfolio which would
require a potential roll out of
refurbishments should the
technologies within the
developments req
uire
upgrading.
Opportunities
Theme Opportunity Impact on strategy and financial planning
Revenue
Providing buildings with
appropriate sustainability
certifications and energy-
efficient measures in place
will attract and retain
customers who seek to
demon
strate their own
sustainability credentials
andreduce energy costs.
Time horizon:
Short term
Scenario:
Balanced
1. Attracting and retaining customers:
providing energy-efficient and
sustainability-certified buildings. Upgrading
the portfolio enhances performance and
supports cost saving
s for the Company
and occupiers.
Potential for reduction of void periods and improvement of investment yields as assets
meet customer and investor requirements. The
Group does not currently apply any
forward differential in its business planning on this basis due to the inherent uncertainty
but will continue to monitor this opportun
ity.
We have made continued progress to improve EPC ratings and building certification
coverage; this information will be provided as evidence tovaluers.
Conti
nuing to improve our data collection will enable us to provide better information
toour customers and demonstrate the additional value of our assets.
Our refu
rbishment projects of sufficient size target BREEAM Excellent or a level
appropriate to the heritage nature of the building. We are ahead of our targets for
improvin
g EPC ratings in line with MEES, demonstrating the overall energy efficiency
ofthe portfolio to investors.
List of climate-related risks and opportunities, impact on the business and our resilience to risk continued
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Task Force on Climate-related Financial Disclosures continued
Theme Opportunity Impact on strategy and financial planning
Market/technology
Investment into increasing
the energy efficiency of
assets increases their
attractiveness to customers
through lower emissions and
reduced energy
costs.
Time horizon:
2 and 3: Short term
4 to 6: Medium term
Scenario:
Balanced
2. The increased energy efficiency and low
embodied carbon of our portfolio make
itmore desirable to customers.
We conduct Whole-Life Carbon assessments for new developments, refurbishments and
retrofits in excess of £0.25 million at milestoneproject stages. We work only with design
and construction teams who can measure embodied carbon.
We continue to implement energy efficiency measures in our properties and explore the
impact of embodied carbon emissions by assessing the Whole-Life Carbon of bu
ildings
and implementing performance benchmarks on larger projects. We continue to actively
explore opportunities for use of new technology a
nd practices at scale on our portfolio.
Continued investment in data collection to demonstrate ongoing improvements in carbon
and energy intensity of
our assets.
Decarbonisation of the grid would support the transition of existing assets towards Net
Zero buildings. Rapid decarbonisation scenarios reduce the associated market-based
emissio
ns with energy use in developments.
Established our first sustainability linked loan framework to facilitate access to improve
loan terms based on sustainabil
ity and carbon reduction performance.
3. Improved technologies enable an
increased usage of onsite renewable
energy generation. Improvement of data
collection will benefit our decision-making,
i
nfluencing behaviour change and
identifying the effectiveness of energy
efficiency interventions.
4. Move to Net Zero Carbon buildings and
abatement of existing fossil fuel infrastructure
will increase the market for low-carbon real
estate supported by green financin
g.
5. Expansion of low-carbon heat networks
may enable the adoption of low-carbon
heat at a lower cost than the electrification
of individual assets.
6. Ongoing decarbonisation of the grid
supports emissions reductions from our
portfolio, especially in conjunction with
ongoing asset electrification.
Reputational
Through lev
eraging our skill
set and expertise in
delivering Whole-Life Carbon
benefitin heritage stock and
our leadership in improving
the energy performance
ofheritage bu
ildings.
Time horizon:
Medium term
Scenario:
Balanced
7. Demonstrating the Whole-Life Carbon
benefit of our heritage stock and improving
the energy performance of heritage
buildings increases asset value.
Engaging with suppl
iers who can demonstrate ethical and environmental credentials.
Selecting products that are certified to industry standards (e.g. FSC timber through our
Timber Procu
rement Policy).
Regular reviewing of our procurement-related policies tomaintain alignment with industry
standards.
Expertise and skills may support the
ability to buy property at a lower price as
competitors may beless able to apply cost-effective intervention. The continuous
process of acquiring experience anddev
eloping supply chain expertise on heritage stock
may open additional opportunities.
Whole-Life Carbon assessments are undertaken to provide more evidence on the relative
ben
efits of retrofit of heritage assets.
Internal and external communications including stakeholder engagement across
customers, local authorities and investors.
Opportunities continued
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Task Force on Climate-related Financial Disclosures continued
Metrics and targets
The business uses a range of metrics and targets to assess climate-related risks and opportunities and measure our progress. These are set out below. A detailed breakdown
of Sc
ope 1, Scope 2 and Scope 3 GHG emissions is disclosed on page 82, and the methodology for the calculations can be found on page 217. In line with Streamlined Energy
and Carbon Reporting (“SECR”) requirements, energy use and an intensity metric are disclosed on page 82 to 83.
Metrics and targets Reporting period Related risks oropportunities 2025 progress update
Reducing Scope 1 & 2 carbon by 60% by 2030 from a2019
baseline year
Cumulative Risk 6, 7, 10
Opportunity 1, 2, 3, 4, 6, 7
53.9% Scope 1 and 2 reduction on baseline
year
Reducing Scope 3 carbon by 50% by 2030 from a 2019
baselineyear
Cumulative Risk 6, 7, 10
Opportunity 1, 2, 3, 4, 6, 7
54.1% Scope 3 reduction on baseline year
8% annual re
duction in Scope 1 & 2 emissions, AnnualRisk 6, 7, 10
Opportunity 1, 2, 3, 4, 6, 7
29.9% year-on-year reduction
5.25% annual reduction in Scope 3 downstream leased assets AnnualRis
k 6, 7, 10
Opportunity 1, 2, 3, 4, 6, 7
6.2% reduction in downstream leased assets
emissions
Electricity purchased by the Company (Scope 2) via renewable
energy sources
Target
100%
AnnualRisk 7
Opportunity 1
91% renewable electricity consumption
Building Certification – BREEAM and SKA rating (number
ofassessments and total area assessed in m
2
); for relevant
refurbishment schemes
Cumulative Risk 1, 6, 7, 10
Opportunity 1, 2, 7
To be updated in 2025 EPRA Sustainability
Data Report
EPC performance for MEES
(% breakdo
wn on EPC ratings by ERV); refurbishments to
achieve minimum Grade B EPC (commercial) and GradeC
(residential) rating
Cumulative Risk 5, 6, 7, 10
Opportunity 1, 2
94.4% of
the portfolio by ERV is EPC A-C, an
increase of 6.8% from last year
We disclose to CDP
(Carbon Disclosure Project)
Target B
AnnualRisk 5, 7
Opportunity 1
Score B
EPRA sBP
R reporting quality
Target Gold
AnnualRisk 5, 7
Opportunity 1
Gold (2025)
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Task Force on Climate-related Financial Disclosures continued
As Shaftesbury Capital has fewer than 500 employees, it is not required to comply with the non-financial reporting requirements contained in sections 414CA and 414CB of
the Companies Act 2006. However, the table below and on the adjacent page contains references to non-financial information intended to help our
stakeholders understand
the impact of our policies and activities. You can find some of these policies on our website at https://www.shaftesburycapital.com.
Topics Key policies and standards
1,2
Additional information
Employees • Our strategy and business model
• People Policy
• Anti-harassment and Bullying Policy
• Directors’ Remuneration Policy
• Health and Safety Policy
• Business Code of Practice
• Board Diversity and Inclusion Policy
• Equal Opportunities and Diversity Policy
• Neurodiversity Policy
• Trans Inclusion Policy
For more on people and culture: see pages 87 and 88->
For more on diversity: see pages 114 and 115->
For more on remuneration: see pages 123 to 147->
For more on gender diversity: see page 115->
People section of our website:
h
ttps://www.shaftesburycapital.com/en/responsibility/people.html->
How we behave section of our website:
https://www.shaftesburycapital.com/en/about-us/corporate-governance/how-we-behave.html->
Social and
community
matters
• Sustainability Strategy
• Sustainability Policy
• Community Impact Report
For more on stakeholder engagement: see pages 37 to 41->
For more on our Sustainability Strategy: see pages 73 to 74 and pages 78 to 80->
For more on our community: see pages 85 to 86->
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html->
Community section of our website:
https://www.shaftesburycapital.com/en/responsibility/community.h
tml->
Respect for
human rights
• Sustainability Policy
• Modern Slavery and Human Trafficking Statement
• Business Code of Practice
For more on modern slavery: see pages 84, 103 and 107->
For more on how we behave: see page 107->
Modern Slavery and Human Trafficking Statement on our website:
https://www.shaftesburycapital.com/en/index.html->
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html->
Non-financial and sustainability information statement
1. Policies and further information can be found on the website at https://www.shaftesburycapital.com.
2. Certain policies and internal guidelines are not published externally.
Shaftesbury Capital PLC | 2025 Annual Report 70
Strategic report Corporate governance Financial statements Additional information
Topics Key policies and standards
1,2
Additional information
Environmental
matters
• Sustainability Policy
• Sustainability Strategy
• Net Zero Carbon Pathway
• Procurement and Supplier Management Policy
• Supplier Code of Conduct
• EPRA Sustainability DataReport
• Sustainability Supplier Requirements
• Sustainability linked loan framework
For more on sustainability and environmental matters: seepages 72 to 84->
For more on greenhouse gas emissions: see pages 81 to 83 and pages 217 to 218->
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html->
Climate-related
financial
disclosures
• Task Force on Climate-related Financial
Disclosures
For more on action on climate change: see pages 61 to 69 and 81 to 83->
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html->
Anti-bribery
andanti-
corruption
• Financial Crime Policy
• Whistleblowing Policy
• Tax Strategy
• Business Code of Practice
• Conflicts of Interest Policy
• Expenses Policy
• Anti-money Laundering Policy
• Gifts and Hospitality Policy
• Procurement and Supplier Management Policy
• Supplier Code of Conduct
• Share Dealing Policy
For more on how we behave: see page 107->
For more on conflicts of interests: see page 107->
For our Audit Committee report: see pages 117 to 122->
How we behave section of our website:
https://www.sha
ftesburycapital.com/en/about-us/corporate-governance/how-we-behave.html->
Modern Slavery and Human Trafficking Statement on our website:
https://www.shaftesburycapital.com/en/index.html->
Business model
For more on our strategy: see page 12->
For more on our business model: see page 13->
Non-financial
key performance
indicators
For more on non-financial key performance indicators: seepages 14 to 15->
Principal
risks and
uncertainties
For more on our principal risks and uncertainties: seepages 52 to 58->
For our Viability Statement: see pages 59 and 60->
1. Policies and further information can be found on the website at https://www.shaftesburycapital.com.
2. Certain policies and internal guidelines are not published externally.
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Strategic report Corporate governance Financial statements Additional information
Non-financial and sustainability information statement continued
Sustainability
Our sustainability approach and strategy 73
Our sustainability governance structure 75
Our Sustainability Strategy is built on the
fundamentals of long-term protection and
enhancement of our portfolio and support
for local communities.
Contents
Sustainability initiatives 76
Our sustainability progress in 2025 78
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Our sustainability approach
andstrategy
Our aim is to be considered the destination of choice for sustainability-focused
customers, suppliers and partners in the West End.
Sustainability is central to Shaftesbury Capital’s values
and long-term investment approach. We continue to
operate responsibly, acting in an environmentally and
socially
sustainable way, to meet the evolving
expectations of our stakeholders. We aspire to be
recognised as a leader in the sustainable development
and preservation
of heritage buildings, reflecting the
history and vibrancy of the places that we curate.
Our Sustainability Strategy (previously known as the
Environmental, Social
and Community (“ESC”) Strategy)
underpins our commitment. From an environmental
perspective it focuses on extending the life of our
heritage properties by investing i
n sustainable
refurbishment and reuse rather than demolition,
preserving the character of our destinations while
improving energy performance and minimising carbon
emission
s associated with new development. This
“retrofit-first” approach supports demand for our
spaces, strengthens long-term value and enhances
resilience to climate change.
We ha
ve continued to deliver against our Sustainability
Strategy which was updated in 2024 to concentrate
onthe areas where we can make the greatest positive
environmental
and community impact and align our
priorities with relevant UN Sustainable Development
Goals (“SDGs”). These are set out on page 74.
Wecontinue to embed su
stainability across the
business, clarifying the roles of individuals and building
robust governance structures.
We also reset our Net Zero Carbon target to 204
0,
inline with the Science Based Targets initiative (“SBTi”),
and in 2025 published a detailed roadmap setting out
our commitment and actions that we will take to
achieve our targets. This can be found on our
corporate website at https://www.shaftesburycapital.
com/en/responsibility/environment/net-zero-carbon-
pathway.html.
We continue to monitor
sustainability risk, with climate
change continuing to be considered a principal risk to
the business as explained on pages 49 to 58. Our
physical climate risk assessme
nt was updated in 2024,
and transitional risks were reviewed in 2025 using
updated scenarios. This is detailed in the TCFD
statement on pages 61 to 69.
We are deliveri
ng our three-year Community Strategy,
which is centred on supporting local employment
opportunities, the area where we can deliver the
greatest long-term benefit through collaboration
and
partnership. In addition to reporting our donations, we
have also introduced a measure to quantify the social
value of our initiatives, using the nationally recog
nised
TOMs (Themes, Outcomes, Measures) framework. More
on our aspirations, targets and achievements is set out
in the community investment section on pages 85 to 86.
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Sustainability Strategy
Be a leader in the sustainable development
of heritage buildings; sustainably adding
value and delivering a Net Zero Carbon
portfolio by 2040
Behave as a good neighbour and support
our local community: creating sustainable
and healthy places
Support our people by promoting diversity,
talent development and creativity across
our team
PlacesBuildingsPeople
SDGsSDGsSDGs
How we deliver
• Low-carbon “retrofit-first” reuse of our
heritage buildings
• Implement energy-efficient retrofit and
encourage low-carbon behaviours
• Integrate new technologies and make
“data-led” decisions
How we deliver
• Consider future climate scenarios in the
design of our buildings andplaces
• Focus on issues that impact our local
community
• Increase biodiversity and create healthier
places
How we deliver
• Promote an equitable and diverse culture
across our business
• Provide personal and career development
• Maintain a positive health and safety culture
throughout theCompany
Emissions reduction
8.1%
Reduction in year-on-year reported
greenhouse gas emissions
Community investment
£5.9m
Social value
Employee engagement
84%
Engagement rate in our 2025 survey
Read more on pages 81 to 83 -> Read more on pages 84 to 86 -> Read more on pages 87 to 88 ->
Underpinned by:
Our values Innovation Effective governance
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Strong governance supports the business to
successfully manage sustainability risks, identify and
implement opportunities and promote effective
communications.
Day-
to-day oversight is undertaken by the Executive
Committee and senior management, with regular
reporting to the Board. We have a Sustainability
Committee (previously called the ES
C Management
Committee) that meets quarterly to review progress
against the strategy and monitor the integration of
targets across the wider business. Our sustainability
team conti
nues to be responsible for recommending
the strategic direction, focusing the business on key
areas and overseeing our measuring and reporting
processes. The Head of Sustainability is a
member of
the Executive Risk Committee, periodically reporting
on sustainability and climate change risks and
opportunities.
We have a range of policies and procedures
that
underpin our Sustainability Strategy. These can be
found on our corporate website and are set out in our
Non-financial and sustainability information statement
on
page 70 to 71.
Our sustainability governance structure
Sustainability governance
Sustainability is central to our business, and we are committed to delivering the change that is required to achieve our sustainability aspirations.
The Board has oversight of
sustainability, with Ian Hawksworth, as Chief Executive, having overall responsibility. Day-to-day review of sustainability is undertaken
bymembers of the Executive Committee and the
senior management team, with regular reporting to the Board.
Board and Audit Committee
Management
The Board retains oversight of sustainability, including consideration of climate-related risks
and opportunities and implementation of the Group’s Sustainability Strategy and N
et Zero Carbon Pathway.
The Audit Committee reviews our TCFD and SECR disclosures.
We have a dedicated Head of Sustainability who reports to the General Counsel, alongsi
de the Head of Property Management
and Head of Project Management who play an active role in the delivery of our Sustainability Strategy.
Sustainability
activities are supported by the Head of HR and our Health & Safety Governance Committee.
Sustainability Committee
Considers sustainability policies, targets
and progress by senior management. Reports via
the Executive Committee.
Community Investment Forum
Considers our community investment, in
particular applications to our Community Grants
Fund. Reports via the Sustainability Committee.
Executive Risk Committee
Considers sustainability-related risk, in particular
climate change risk.
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Sustainability
initiatives
The Floral
The Floral, located at 27B Floral Street, Covent Garden, has
undergone a comprehensive refurbishment, transforming
22,500 sq ft of office space into a modern, ener
gy-efficient
workplace while transforming its historic setting. Guided by
a sustainability-first brief, the project team delivered a
market-leading model in responsible ref
urbishment.
Key sustainable enhancements included replacing the
façade and roof insulation, introducing electric air source
heat pumps, and removing all gas connections to achieve a
fully electrified building. Photovoltaic panels were installed
to generate on-site renewable energy, while heat recovery
v
entilation units further improved energy efficiency. The
retention of existing window frames, combined with
upgraded glazing, optimised thermal performance and
signific
antly reduced embodied carbon.
Biodiversity was introduced through new green walls and
planted roof terraces, creating valuable urban habitats and
enhancing well-being. The
scheme is on track to achieve
outstanding sustainability metrics, targetingBREEAM
OutstandingandWELL Platinumcertifications, with an
embodied carbon footprint of 334 kgCO
2
e/m² – below
LETI’s 2030 benchmark – and an energy use intensity of just
83 kWh/m²/year.
Through detailed planning, material reuse and close
collaboration with stakeholders, T
he Floral sets a high
standard for sustainable refurbishment, implementing key
interventions which deliver exemplary environmental
performance for high
-quality, future-ready workplaces.
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Sustainability initiatives continued
9-10 Floral Street
Prior to the recent strip-out project at 9-10
Floral Street, we commissioned a pre-
demolition audit to record the materials
currently in the building and id
entified
materials for reuse and recycling before
works started.
Having identified what could be reused and
recycled, the strip-out contractor then
managed the process of dis
mantling certain
items and delivering them to other projects.
Of the 82 tonnes of material removed from
the building we were able to donate four
tonnes of furnitu
re, lighting and plywood to
projects off site. Only 10kg of waste ended up
going to landfill, with the rest of the materials
being sent for recycling or to be used to
create energy.
CGI for illustrative purposes only
Made in Central London recruitment
event
In 2025, we partnered with industry peers,
Westminster City Council and the Department
for Work and Pensions to support a large-
scale recruitment event in Leicester
Square.
The event, attended by over 30 employers
including our customers and supply chain,
connected candidates seeking employment
with vacancies
in the retail, hospitality,
construction and facilities management
sectors.
To maximise local employment, we provided
financial support to cover event
costs,
allowing employers to participate at no
expense. Working alongside local
stakeholders, we promoted the event to
residents across Westminster and Camden,
res
ulting in a significant turnout of over 700
candidates. This high level of engagement
enabled employers to conduct “speed
interviews” for their
current vacancies, leading
to 36 job offers both on the day and several
more post-event. Following the event’s
success, we are planning to repeat this
initiative i
n 2026.
London College of Fashion, UAL
Since 2019, we have partnered with London
College of Fashion (“LCF”), University of the Arts
London, to support the next generation of young
talent in the British tailoring indu
stry. Through our
partnership, every two years we host a
competition providing an opportunity for LCF
graduate BA (Hons) Bespoke Tailors to pitch their
business idea to a pane
l of experts. The judges
review competition applicants’ business models
and designs based on sustainability, quality and
innovation. The winning package includes tw
o
years of rent-free studio space in the iconic
Carnaby Street area, providing a platform to scale
their brands.
2025 marked the fourth round of the competition,
with representatives
from LCF and Shaftesbury
Capital judging alongside iconic British bespoke
tailor Mark Powell. Following presentations by five
finalists, the judges selected Tilda Jonathan a
nd
Johanna Boone as the competition winners. Tilda's
work is centred on designing and crafting the
highest-quality bespoke womenswear. Johanna
crafts one of a kind garments
and accessories
which are rooted in her own designs, yet extend
far beyond this through continuous conversation
with her clients.
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2025 committed actions Update
Work with customers to inspire and support their decarbonisation
efforts, including the electrification of kitchens
Publication of customer communications setting out our environmental and community strategy.
Engagementwith restaurant operators to better understand the feasibility of electrification
Applying findings from detailed energy audits undertaken in 2024
todevelop individual asset improvement plans
Ongoing work with our facility management partner to record the energy efficiency attributes of our assets
tobetter understand interventions required on individual assets and effectively plan works
Continuing to decarbonise our operations and make progress against
our Net Zero Carbon targets
53 energy-efficiency refurbishment projects completed this year, ongoing EPC improvement achieved and
8.1per cent annual decrease in total GHG emissions within the scope of our Net Zero Carbon commitment
Further improve EPC A-B coverage to 75 per cent for commercial
assetsand improve EPC A-C coverage for commercial and resi
dential
assets to 90 per cent
Increased EPC A-B coverage to 84.7 per cent for commercial assets and EPC A-C coverage for commercial
and residential assets to 94.4 per cent
Improve data collection by increasi
ng the proportion of automatic
energy meters for both landlord and tenant supplies
61 per cent of landlord utility supplies now on smart meters. We have increased the collection of accurate
tenant gas meter data to 70 per cent of lettable area and accurate electricity meter data to 77 per cent
oflettable area
Increase our reporting of energy and carbon intensity
We have increased the number of assets with whole building floor area measurement to enable wider
reporting of energy intensity, helping us to compare performance across the portfolio and measure progress
against established industry benchmarks
Embodied carbon footprinting for all major active development
projectsto be completed
All major projects have a whole lifecycle carbon footprint, incorporated into our Scope 3 emissions reporting
Reduce our water consumption by 5 per cent
Water consumption has decreased by 13.3 per cent from 2024 due to the reallocation of some meters
totenant supplies
Achieve 100 per cent waste diversion from landfill
99.9 per cent of operational and construction waste diverted from landfill
Embed our revised Community Investment Strategy
Progress on embedding the strategy is set out in the Community impact section on pages 85 to 86
andCommunity Impact Report 2025, available on our website
Adopt the TOMs (T
hemes, Outcomes and Measures) framework
toreport our social impact in a clear and consistent way
Our social value, calculated using TOMs is explained the Community impact section on pages 85 to 86
andCommunity Impact Report 2025
Our sustainability progress in 2025
During the year we are pleased to have made
continued progress in the delivery of our Sustainability
Strategy, achieving ongoing improvements in the
energy
efficiency of our portfolio and embedding our
new Community Impact Strategy. Highlights included
the publication of our updated 2040 Net Zero Carbon
Pathway,
to reflect our SBTi verified targets, and our
first annual Community Impact Report. Progress
against our carbon targets in 2025 is set out on page
82 and our 2025
Community Impact Report can be
found on our website.
In last year’s Annual Report we committed to actions
for 2025, and progress against these is set out below.
Additional perform
ance measures and commentary
will be included in our 2025 EPRA Sustainability Data
Report which will be published in April 2026.
Target met Target ongoing
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In addition to the actions set out last year, other 2025
highlights include:
•
Publication of our first sustainability linked loan
framework to create a mechanism for performance
against our Net Zero Carbon target to be reflected
inloan a
greements. This is available on our
corporate website
• 34.0 per cent recycling rate for operational waste,
excluding food waste
• £1.1 million community investment (cash, time and
in-kind donations)
• 583 hours of employee volunteering undertaken
inCompany time
• 13.4 per cent of the portfolio has BREEAM
certification by area
• Completion of an audit of all landlord owned and
operated gas boilers and replacement of 10 boilers
during the year
Increasing climate resilience
During the year we undertook a desktop assessment
of transitional climate risk. This builds on a physical
climate risk assessment undertaken in 2024 which
confirmed ou
r assessment that the portfolio has a
relatively low exposure to physical risks, with a small
number of assets at a theoretical elevated risk
fromlocal flooding. Our cl
imate change risks and
opportunities are set out in our TCFD report on
pages61 to 69.
Measuring social value
Our positive social impact goes beyond the value of
the donations we make to community organisations.
Recognising this, we have utilised the TOMs framework
throughout 2025
to measure the additional benefit.
Additional benefit measurement includes calculating
the social value of supporting people into employment
through programmes r
un in conjunction with our
supply chain and charity partners. TOMs has also
enabled us to calculate the social value of our
additional stewardship activities, marketi
ng initiatives
and estate management projects. For our in-kind space
donations, where there is no established TOMs
Industry and supply chain collaboration
We collaborate widely across the industry to share
best practice in sustainable real estate, with
memberships including the UKGBC, Better Buildings
Partnership, British Property Federation and
West
minster Property Association. As signatories
toWestminster City Council’s Sustainable City Charter,
we support city-wide decarbonisation and participated
in the West End Zero Emissions Group.
Supply chain
collaboration is integral to our
community impact. Throughout 2025, we partnered
with our supply chain on several local initiatives,
including Manilva Con
tracts’ enhancement of the
Covent Garden Playground through professional
painting works. See pages 85 to 86 for more
information on our community projects.
Our sustainability progress in 2025 continued
£5.9m
Social value delivered
£1.1m
Contributions to charities, community groups
and organisations
£0.4m
Employment initiatives
£4.4m
Stewardship, estate investment and
marketing initiatives
See page 85 for more information->
measurement, we calculate the value of these spaces
using our own methodology, details of which can be
found within the 2025 EPRA Sustainability Data Report.
Industry recognition and standards
We participate in a range of external benchmarks and
indices to provide independent verification of our
sustainability progress and identify areas for con
tinued
improvement. Our CDP climate disclosure rating in
2025 was B, reflecting our transparent reporting and
ongoing progress to reduce carbon emissions.
Our GRESB
score remained consistent at 66. The
nature of our portfolio, with a significant proportion
ofsmaller, heritage assets when compared with GRESB
peer groups, continues to restrict our s
core,
particularly when considering the coverage of green
building certifications such as BREEAM across the
estate. Our MSCI rating remained BBB, with no review
by MSCI taking p
lace in 2025.
We are pleased to have achieved our sixth consecutive
Gold award for reporting in line with the EPRA sBPR,
reflecting the breadth and transpare
ncy of our
sustainability-related disclosures.
We continue to apply BREEAM on larger assets,
adding 7,700 sq. ft.
in 2025 but reporting a reduced
percentage coverage due to sold assets and
increased overall portfolio floor area. We have
undertaken a detailed review of the practicalities
ofapplying certification on a smaller, ‘typical’,
refurbishment project on Berwick Street. We found
that BREEAM Outstanding certification could
theoretically be achieved but the cost
of meeting the
requirements makes a wider ‘roll out’ prohibitive.
Wewill continue to deliver BREEAM on this pilot
project to complete our learning.
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Our sustainability progress in 2025 continued
Customer engagement
We have implemented a customer engagement strategy in response
to feedback from the first annual customer survey completed in
2024. This included communication
s to increase awareness of our
sustainability aspirations and encourage customers to improve
sustainability, including actions to reduce carbon emissions. We will
continue bi-annual communications going forward with the aim of
sharing more carbon and energy performance data with customers.
Our updated green lease was launched 2025, setting o
ut our
expectations for customers, including requirements to share data on
environmental performance and take action to maintain or improve
the energy
efficiency of their demises.
2026 priorities
As we continue to deliver our strategy in 2026, we will
prioritise:
• Continuing to decarbonise our operations and make
progress against our Net Zero Carbon targets, as set out
onpage 82
• Further improving EPC A-B coverage to 89 per cent for
commercial assets and improving EPC A-C coverage for all
applicable assets to 96 per cent
• Reduce annual like-for-like Scope 1 and 2 carbon emissions
by 5 per cent
• Reduce our water consumption by 5 per cent
• Achieve 100 per cent waste diversion of non-hazardous
waste from landfill
• Reporting energy and carbon intensity for more properties,
including performance against industry benchmarks such
asCRREM
• Continuing to promote electrification, in particular in
commercial kitchens
• Increasing levels of reporting from key suppliers –
determining what is required and the steps that we are
going to take to increase interactions
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Our sustainability progress in 2025 continued
Robust data on waste, water, upstream energy,
business travel and employee commuting further
supports our reporting, with remaining emissions
estimated using industry best-practice m
ethods and
verified as detailed in our GHG methodology on
page217.
Increasing the energy efficiency ratings
ofour buildings
Our programme of energy-efficient refurbishments
continues to deliver strong improvements in EPC
performance across the portfolio. These upgrades
improve the read
iness of our assets for expected
changes in MEES regulation.
As at 31 December 2025, 94.4 per cent of the portfolio
was rated EPC A–C by ERV, representing a 6.8
percentage-point
increase on the prior year. By ERV,
78.0 per cent of the portfolio is rated A–B, rising to
84.7 per cent for commercial assets.
Approximately 1.4 per cent of the portfolio by ERV
does not
require an EPC, primarily relating to outdoor
areas, unconditioned basement space, long-lease
residential properties not captured by MEES or
operational demises such as substations
.
Refurbishments currently in progress are expected
toachieve EPC B or better for commercial space
andEPC C or above for residential units. Our EPC
disclosures have
been independently assessed as part
of our GHG verification.
We continue to undertake EPC-enhancement works
asunits become vacant and to work proactively with
occupiers to ensure compliance with MEES regulations.
All new commercial refurbishments target EPC B,
ensuring the portfolio is well-positioned for anticipated
future regulatory
developments, and the cost is
included in project appraisal.
Our buildings represent long-term stores of embodied
carbon, many of which pre-date mass industrialisation
,
and their operation/refurbishment is the most
significant contributor to our carbon emissions.
Byapplying cost-effective, low-carbon interventions
where they are most impactful, w
e continue to deliver
meaningful improvements in energy and carbon
performance that meet the needs of our customers,
protect heritage and enhance climate
resilience.
Improving our environmental
performance data
We have continued to strengthen the coverage and
accuracy of our sustainability data, providing a robust
foundation for setting targets and shaping action plans.
W
e have undertaken a detailed review of landlord
utility meters and have automatic (smart) meters
installed on 61 per cent of landlord-controlled energy
and water
supplies, all of which feed directly into a
unified data-management platform. In addition, we
have expanded measurement of tenant usage on our
landl
ord meters by installing 66 smart submeters that
enable us to more accurately recharge tenants and
report emissions as Scope 3.
We also strengthened our Scope 3 data collection,
particularly for commercial customer energy, by
utilising a central database to collect data directly.
Through this process we have reported actual gas
meter data
for 70 per cent of lettable area and actual
electricity meter data for 77 per cent of lettable area.
Over the year, we increased the share of refurbishment
expenditure covere
d by actual embodied-carbon
reporting to 55.8 per cent, measured by spend.
Threemajor refurbishment projects completed in 2025,
with average GHG intensity of 292 kgCO
2
e/m
2
,
demonstrating that our typical refurbishment projects are
already below LETI 2030 benchmark of 350kgCO
2
e/m
2
.
Our buildings
Progressing towards our Net Zero Carbon targets through sustainable
refurbishment of our buildings
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Strategic report Corporate governance Financial statements Additional information
Scope 1: Landlord gas 0.58%
Scope 1: Fugitive emissions & fuel 0.39%
Scope 2: Landlord electricity 2.14%
Scope 3: Purchased goods and services
31.19%
Scope 3: Capital goods 5.94%
Scope 3: Upstream transportation 0.00%
Scope 3: Fuel & energy 0.93%
Scope 3: Waste generated 0.09%
óŁŜýǹǒȁǹůţěĸýţţǹŪşØƃýıǹȡǈěđĘŪţǹȺǹşØěıǹŁĸıƊȢǹ
0.19%
Scope 3: Employee commuting 0.08%
Scope 3: Downstream leased assets 58.47%
Reducing carbon emissions from our
energy use
Phasing out fossil fuels across our estate remains
critical to achieving our Net Zero Carbon targets.
Wecontinue to electrify heating and cooking systems
where practic
al to maximise the benefits of the
ongoing decarbonising of the UK grid. Recognising the
challenges of limited electricity capacity in the West
End of London, we have
completed an assessment of
current and future electrical capacity to inform
long-term planning.
We will continue to make electrification our first
preferenc
e on refurbishments but have not mandated
this, recognising that it is not always practical due to
technical constraints or customer preference.
During the year, w
e completed a gas boiler removal
planning project, developing a plan to remove gas
boilers that are within landlord control by 2030. To
date 10 boilers have
been replaced including a variety
of residential and commercial assets of varying size.
This is reflected in our ongoing reduction in gas
consumption.
We co
ntinue to procure renewable electricity across
our landlord-controlled portfolio, with 91 per cent of
consumption from green tariffs. This represents a
decrease from 2024 as we
transitioned our supplies to
a single energy broker.
Applying circular economy principles
Our heritage assets and the long-term view we take of
our investments lend themselves to the application of
circular economy principles, whereby materials are
preserved
and reused where possible.
This year c.6 per cent of our carbon emissions arose
from the embodied carbon associated with our
refurbishment projects. These emissions are directly
correlated with
the scale of refurbishment activity
undertaken in any given year. We continue to enhance
our embodied-carbon data collection processes for
these projects, enab
ling more robust analysis of our
impact and better identification of opportunities to
further reduce emissions.
Of the sites reported, 100 per cent of timber used was
sustainably
sourced and we diverted 99.9 per cent of
waste from landfill.
Our 2040 Net Zero Carbon target requires a 90 per
cent reduction in absolute emissions from our
2019
baseline year. It also includes an interim target of a
50per cent reduction in Scope 3 and a 60 per cent
reduction in Scope 1 and 2 emissions
by 2030.
Our Scope 1 and 2 emissions remain relatively small,
covering only common areas of our buildings, our head
office and direct energy u
se in refurbishment activities.
Scope 3 continues to account for most of our footprint,
primarily from customer energy use, embodied carbon
in refurbishment materials, an
d purchased goods and
services.
Energy Performance Certificates (“EPC”) by ERV
94.4%
Portfolio rated
EPCA-C
Grade A
Grade B
Grade D
Grade E
Grade C
16.4%
74%
4%
0.9%
4.7%
Our sustainability progress in 2025 continued
54%
Carbon
footprint
reduction
against
published 2019
baseline
54%
Reduction in
Scope 1 and 2
emissions
against
published 2019
baseline
37,472
Scope 1, 2 & 3
Total (location-based)
2025 GHG emissions inventory – summary
Progress against our
2040 Net Zero Carbon target
2040
Net Zero Carbon commitment
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When excluding the benefit of zero-carbon tariffs and
applying standard UK carbon factors, we achieved a
29.9 per cent reduction in combined Scope 1 and
Scope 2 emission
s compared with 2024. This reflects
an ongoing improvement in energy efficiency, along
with the sale of our Longmartin investment and
electrification of
additional buildings which enables us
to benefit more from improved carbon factors for
electricity. Improved sub-metering has also enabled
some emissions to be
re-categorised as Scope 3,
tenant emissions. Our cumulative reduction in Scope 1
and 2 emissions is 53.9 per cent from our 2019
baseline.
We have also co
mmitted to offsetting our Scope 1 and
2 emissions from 2025. We have purchased 1,169
tonnes of carbon removal credits from a Verified
Carbon Standard aligned afforestation programme
in
Sierra Leone.
Overall, we recorded a 7.2 per cent reduction in
reported Scope 3 emissions compared with last year,
driven by a 6.2 per cent reduction in emissio
ns relating
to occupiers’ use of our buildings (downstream leased
assets) from improved efficiency and a 64.8 per cent
reduction in embodied carbon (capital goods) reflecti
ng
the lower amount of refurbishment activity in 2025 and
ongoing efforts to apply our expertise in heritage
refurbishment to achieve required energy-efficient
upgrades with minimal embodied carbon. This
reduction has been partly offset by a 33.4 per cent
increase in purchased goods and services reflecting
services relatin
g to the completion of the Covent
Garden Partnership transaction and change in
facilities management partner during 2025.
Ourcumulative Scope 3 reduction fro
m the 2019
baseline is 54.1 per cent.
Further explanation and like-for-like performance data
will be included in our 2025 EPRA Sustainability Data
Report, to be
published in April 2026.
Greenhouse gas emissions including
Streamlined Energy and Carbon Reporting
Shaftesbury Capital has engaged Carbon Footprint
Limited to provide independent verification of the
calculation of 2025 GHG emissions assertion data, in
accordance with the industry
recognised standard ISO
14064-3.
Our absolute Scope 1 and Scope 2 emissions have
decreased by 29.9 per cent since 2024. When
considered on an intensity basis
, intensity has
decreased by 32.7 per cent.
Overall, Scope 1 and 2 emissions are down 53.9 per
cent compared to our reported 2019 baseline.
Scope 3 emissions decreased a
nnually by 7.2 per cent,
demonstrating continued progress against our Net
Zero Carbon targets.
Our sustainability progress in 2025 continued
Total Scope 1 and 2
GHG emissions
(location-based method)
1
Total Scope 1 and 2
energy consumption
(MWh)
Total Scope 2 GHG
emissions
(market-based method)
2
Intensity measure
1
:
Tonnes of CO
2
e per ‘000
sq. ft.
1. The location-based method reports emissions as tonnes of carbon dioxide equivalent (tCO
2
e). 100 per cent of the emissions stated are
UK-based. Details of what is included in Scope 1, 2 and 3 emissions can be found on page 217.
2. The market-based method reports emission
s as tonnes of carbon dioxide (tCO
2
e). 100 per cent of the emissions stated are UK-based.
Details of what is included in Scope 1, 2 and 3 emissions can be found on page 217.
2025 2024
Total energy use (MWh)
Intensity measure (MWh
per '000 sqft lettable area)
0
2,000
4,000
6,000
8,000
0
2.0
1.5
1.0
0.5
2.5
3.0
3.5
8,192
5,741
2.05
3.03
MWh
20242025
Scope 1
Scope 2
0
500
1,000
1,500
2,000
tCO
2
e
365
537 1,131
803
20242025
Scope 1
Scope 2
0.0
0.6
0.4
0.3
0.8
0.13
0.20 0.42
0.29
tCO
2
e
20242025
0
20
40
60
80
120
100
114
21
tCO
2
e
2026 priorities
In our published Net Zero Carbon Pathway, we
have committed to milestone actions, including
the following for the period 2025 – 2027:
• Continue to improve our Scope 3 data
coverage, reducing the proportion of
estimation required
• Continue to prioritise the removal of fossil
fuels and electrification of buildings
• Continue to improve reporting of floor areas
to enable a move towards intensity-based
targets
• Enhance occupier engagement programme
toincrease the proportion of occupiers
implementing Net Zero Carbon strategies
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The second pillar of our Sustainability Strategy focuses
on being a responsible steward of our destinations.
Our impact extends beyond our buildings, an
d through
continued investment in placemaking we create
healthy, welcoming and vibrant West End locations for
visitors, workers and residents. We continue to
impro
ve our areas through enhancements to the public
realm, supporting our community engagement and
increasing activation.
Since January 2025, we have measured our social
impact using the national Themes, Outcomes and
Measures (“TOMs”) framework. Adopting the widely
used TOMs framework enables us to include the
impa
ct of our stewardship activities and transparent
reporting of our social value.
Additional activities such as enhanced security
presence and cleaning, public realm improvements
and marketing activities across the portfolio have
delivered £4.4 million in social value according to
TOMs. For more information on our applicatio
n of the
TOMs methodology, please refer to the 2025
Community Impact Report available on our website.
Creating healthy and biodiverse places
We have remained active partners in the Zero
Emissions Working Group with Westminster Council,
helping reduce transport and waste-related emissions.
A practical logisti
cs toolkit has been developed for
customers and suppliers to support this work.
We are long-standing members of the Wild West End
partnership, promoting biodiversity across our
estate
by prioritising pollinators and native species,
and working with our peers to determine the next
phase of the partnership. Green spaces also help
with climate adaptation and well-being. I
n 2025, we
added 140m² of new green space with a biodiverse
green wall at The Floral, Coven t Garden. The
greening at The Floral helped to co ntribute to its
targeting of
a WELL Platinum rating, reflecting the
wider health and well-being benefits of the project.
We have commenced a 12-month greening trial on
Carnaby greening, using pl
anters placed to enhance
biodiversity on this busy, historic street. If successful,
lessons from the trial will be incorporated into the
upcoming public realm improvement
scheme.
Waste management
In 2025, our partnership with Veolia continued to
enhance the operational and environmental
performance of the West End. Veolia now operates
afully electric, closed loop waste coll
ection fleet,
powered using energy generated from locally
collected waste. This approach reduces emissions by
up to 89 per cent and supports a cleaner, quieter
environm
ent for businesses, visitors and residents.
Transport and public realm
We continue to support Westminster City Council in
managing pedestrian areas in Covent Garden and
Carnaby | Soho. We also collaborated on the trial of
e-cycle a
nd e-scooter parking bays and contributed
tothe “Fairer Westminster” consultation on
sustainable transport.
Stewardship and community
Safety remains paramount. Our flexible security
strategy allows us to scale provision quickly, with
83,000 hours of targeted patrols delivered in 2025. We
also
funded 3,600 hours of Westminster City Inspector
services in Covent Garden. Our destinations play an
important role in the local community, and we work
collaborati
vely to address shared challenges and
deliver long-term social value. We have continued to
collaborate with neighbouring Business Improvement
Districts on stewardship,
security and policy
consultations.
Our sustainability progress in 2025 continued
Our places
Responsible stewardship of our destinations
2026 priorities
We are exploring consolidating waste servicing
and deliveries, which could significantly reduce
vehicle movements and enhance air quality and
the pu
blic realm. In 2026, we will continue to seek
opportunities to enhance biodiverse planting and
develop a system of measurement that is able to
reflect the quality as w
ell as the areas of green
space. In partnership with local authorities, we
are working on several public realm schemes in
2026, including Henrietta Street in Covent
Gard
en. Following a successful public
consultation this work will include widening of the
pavement and upgrading surfaces with traditional
granite and York
stone to enhance the visitor
experience. By making the highway surface flush
with the pavement, we will create an Equality Act
compliant accessible street.
In
2025, we undertook several public consultations,
including major schemes on Carnaby Street, Henrietta
Street and a development on Bedford Street, in Covent
Garde
n.
Modern slavery and human rights
We have policies in place which address human rights,
modern slavery and the ethical conduct of our
business. During the year we updated our des
k-top
modern slavery risk assessment that set out potential
risk areas and mitigation actions, demonstrating to the
Executive Committee that residual risks are effectively
ma
naged. 100 per cent of employees completed a
mandatory online training programme. Our Modern
Slavery and Human Trafficking Statement, updated in
February 2026, is
available on our website at https://
www.shaftesburycapital.com/en/index.html. All
employees working on our estate are paid at least the
London Living Wage, where appropriate.
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Shaftesbury Capital has a strong record of supporting
the local community. We partner with a wide range of
charitable and community initiatives across
Westminster and Camden, focu
sing on local
employment and community cohesion.
In 2025, our direct total community contribution was
£1.1 million, as detailed in our 2025 Community Impact
Report. In
addition to financial donations, we offer free
or subsidised space for charitable activity and provide
opportunities for our employees to volunteer locally.
Employee volunteering ho
urs increased in 2025 by
12per cent from 2024 to 583 hours. In addition to the
TOMs calculation, the value of in-kind space was
determined to be £0.5 million based
on a discounted
rate for the space. Combined with our estate
management and marketing initiatives, the total
reported social value for 2025 is £5.9 million.
This year, we im
plemented our 2025 – 2028 community
strategy, with our primary focus on supporting local
employment.
For more information on our strategy and a
methodolog
y for the calculation of social value, see
our 2025 Community Impact Report which is published
on our website.
Supporting local employment
During the year, we invested in multiple initiatives that
support local people into employment. These
initiatives prepare individuals for the world of work
through ski
lls development and connect them to
potential employers. In addition to the value reported
above, employment secured through programmes run
in conjunction with o
ur supply chain and charity
partners has delivered an additional £0.4 million
ofsocial value.
Our annual programme with the University of
Westminster continues to su
pport an eligible Real
Estate BSc (Hons) student with a bursary, providing
financial assistance for both tuition fees and
maintenance costs. We have continued o
ur partnership
with 2-3 Degrees, a Westminster-based social
enterprise that specialises in personal development
and employability for young people.
Through collaboration with Westminster
City Council,
our supply chain, customers and our industry peers,
we supported a large-scale recruitment event in
Leicester Square. The event conne
cted over 700
candidates with employers across the retail,
hospitality, construction and facilities management
sectors, resulting in 36 employment offers both on the
day
and post-event.
In partnership with the Department for Work &
Pensions, we have established Shaftesbury Capital
Recruit. This new, free service supports our retail
customers with their rec
ruitment needs while
promoting local employment by connecting
Westminster and Camden residents with current job
vacancies.
Strengthening local communities
We remain committed to fostering a cohesive West
End. Our continued support for events that foster
community cohesion includes the Soho Food Feast,
which supports Soho Parish Primary School,
Soho
Village Fete, and social activities delivered by the
Covent Garden Community Association (“CGCA”).
Ourfinancial assistance to CGCA continues to support
their quarterl
y social events and the annual Christmas
Carol concert at St Paul’s Church in Covent Garden,
both of which play a vital role in bringing local
residents together.
Homelessness continues to be a significant challenge
across the West End. We work closely with several
local charities to help break the cycle of homelessness
and support those in need. Through our continued
partnership, the work of the Community Team at The
Connection at St Martin-in-the-Fields has a positive
impact on the
most vulnerable people in our local
community.
Our sustainability progress in 2025 continued
Our community
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Throughout the year, our employees have remained
committed to fundraising by tackling high-profile
challenges such as the London Marathon, the London
to Paris cyc
le and Tough Mudder to raise funds for
various charities. In line with our policy, the value of
donations typically up to £250 has been matched by
the business. In
total these donations came to £19k.
Our sustainability progress in 2025 continued
2026-2028 priorities
Over 2026–2028 we will:
• Continue to deliver our community strategy
and enhance our social value reporting
• Identify opportunities to maximise local
employment with our customers and supply
chain
• Continue promoting Shaftesbury Capital
Recruit to support our retail customers with
their employment
• Facilitate joint initiatives between our supply
chain, customers and charitable partners for
greater community impact
• Increase collaboration with our industry
peers
We have continued to support local schools including
Soho Parish and St Joseph’s Catholic Primary Schools.
Through our
partnership with ecoACTIVE, an
educational charity, both schools have benefitted from
environmental educational workshops covering topics
including climate change, waste reductio
n and
biodiversity.
Community Grants Fund
Our Community Grants Fund provides an opportunity
for Westminster and Camden-based charities and
community groups to apply for quarterly funding
towards the cost of projects and
initiatives. In 2025, we
awarded 19 grants totalling £99k. Grant recipients
included Westminster-based Fair Shot Café, where our
funding supports an employability programme for
youn
g adults with learning disabilities. In Camden, our
grant award to Wac Arts enabled local young people
to take part in 10 weeks of classes, upskilling
participants an
d unlocking their potential in the
creative industry.
Our Community Investment Forum (“CIF”), chaired by
our Head of Sustainability and comprising a cross-
section of colleagues, conti
nued to ensure a fair and
consistent approach to reviewing applications to our
Community Grants Fund.
In-kind space
We continue to provide free or subsidised space to
charitable organisations, to the value of £479k in 2025.
This included a collaboration with charity Smart
Works, a UK charity that
exists to give unemployed
women the confidence they need to reach their full
potential and secure employment.
Volunteering and employee engagement
Our employees volunteered 583 hours during 2025,
representing a 12 per cent increase compared to
2024. Volunteering activities included grounds
maintenance at Kentish Town City F
arm, decorating
supported accommodation with homeless charity
Depaul UK and serving lunches at the Seven Dials
Lunch Club.
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Culture and values
We have built a high-performing, professional, inclusive
and entrepreneurial culture, where creativity and
innovation are actively encouraged. We foster a
collaborative
environment that inspires people to give
their best and contribute to the Company’s success.
During the year, we ran all-employee sessions on our
values in ac
tion, reinforcing respectful behaviours
across the business.
Employee engagement
When decisions affect our employees, we actively seek
perspectives from across the organisation.
In our 2025 annual engagement survey, our overall
enga
gement score was 84 per cent (an increase from
2024). We are very pleased with this outcome and will
use the feedback to identify areas where we can
improve further.
Our Empl
oyee Engagement Forum, attended by a
Non-executive Director, met twice in 2025 and again
following the annual engagement survey. The
Employee En
gagement Forum provides an opportunity
to discuss the results of the engagement survey as well
as trends and other matters that may arise during the
year. We also hold
regular townhall meetings to keep
our employees up to date on business developments.
Our Chief Executive hosts informal gatherings with
employees throughout the year
, sharing priorities and
creating space for questions and open discussions.
We bring people together beyond work too, with
informal events, including Chinese New Year
celebrations, a fund
raising quiz night, regular team
lunches and our annual summer and Christmas parties.
Talent, training and development
We regularly review succession plans to strengthen
our talent pipeline and ensure that our people are
supported and developed appropriately. Our learning
and de
velopment programmes are designed to build
capability, stretch high-potential talents and develop
future leaders. This year, our leadership development
initiatives
focused on the senior leadership team,
delivering a programme designed to strengthen team
effectiveness.
We make training available to all employees and
activel
y encourage continued professional
development, with 2,325 hours of training undertaken
across the Group in 2025. We offered tailored
coaching programmes (including mater
nity coaching
for senior employees), and sponsor employees
pursuing further professional qualifications. We believe
that all of our employees should have access to
foundation
al learning and to facilitate this, we offered
core skills training throughout the year, including
PowerPoint and Excel, presentation, negotiation,
report writing, business etiquette and
professional
communications. In addition, we offer bespoke learning
opportunities which included media training this year.
It is important that our employees understand the
broader lan
dscape in which the Company operates
and therefore we host regular lunch and learn
sessions, encouraging participation across the
business. This year’s topics have included Comm
unity
Impact, Security, Financial Crime, Leasing, Digital
Marketing and Health & Safety. Sessions are well-
attended and feedback is positive.
Where possible, we aim to promote from withi
n to
support career growth and strengthen mobility across
the Company.
When recruiting externally we look for talented
individuals with the ambition and potential to
grow.
Our people and culture
Our people power our performance and are central to delivering our purpose
Our values
We have a responsibility to our stakeholders,
our people and our planet. We make decisions
with the long-term in mind, focusing on the
lasting impact of
our actions and creating
sustainable economic and social value.
We are a high-performance business and
arecommitted to the highest professional
standards, actin
g with honesty and
transparency, and not compromising our
integrity.
We strive to be the best at what we do, with
acreative and entrepreneurial approach,
imagining the art of
the possible, to seek
opportunities to improve and deliver positive
outcomes for our multiple stakeholders.
We work collaboratively in an environment
where everyone has
a voice and a part to play
and where relationships are based on respect,
empathy and trust. We build and develop
diverse teams of extraordinary professionals,
advocating
inclusive and supportive behaviours.
We engage with stakeholders and aim to make
a positive impact through our people, local
communities, partnerships and in the
great
places we curate, invest in and manage.
Take a responsible, long-term view
Act with integrity
Take a creative approach
Listen and collaborate
Make a difference
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Wesupport our people’s growth by encouraging and
facilitating professional qualifications and
development. We sponsor the Chartered Surveyors
Assessment of Professional Com
petence (“APC”),
accounting qualifications and various other
qualifications and in 2025, we recruited four graduates
who are now pursuing the APC qualification.
Performance management
We agree annual performance objectives with every
employee at the start of the year, supported by
regular check-ins throughout the year. This year we
delivered tailored performanc
e management training
for line managers.
Reward
Our core compensation package includes base salary,
discretionary cash bonus linked to performance (part
of which may be deferred in shares) and discretionary
share awards. We benc
hmark our remuneration
approach regularly, to ensure that it remains
competitive.
Benefits
We offer an attractive benefits package to all
permanent employees. The Company offers a pension
contribution of17.5 per cent of salary. We provide 30
days’ annu
al leave plus the ability to buy and sell up to
10 days’ holiday each year. In addition, we provide
private medical insurance, dental insurance, tra
vel
insurance and life assurance.
Well-being
The well-being of our people is a priority. We run a
year-round lifestyle programme supporting financial
well-being, physical health and mental health. In 2025,
sessions covered
financial health, nutrition, resilience
and mental health, women’s health and men’s health.
Within our benefits offer, we support well-being
through Gymflex and Cycl
e to Work schemes and
provided free yoga classes during the year.
All employees can access free annual flu vaccinations,
and we run an annual steps challenge to encourage
people to stay active.
Diversity, equity and inclusion
We believe that every employee has a role in
generating value and we recognise the benefits of a
diverse workforce. We consider diversity at every
level of
recruitment and we work to maintain a culture
where inclusion is part of how we operate every day.
Our maternity and shared parental leave benefits
provide six months’ full
salary. Employees are able to
take up to 52 weeks’ parental leave (subject to
qualifying periods and statutory rules). We also offer
enhanced paternity leave of up
to 12 weeks. Other
family friendly policies include assisted conception
policy, foster care leave, neonatal leave and flexible
personal leave. In 2025, we introd
uced a salary
exchange benefit that reduces childcare fees for
working parents.
We launched a programme focused on diversity,
equity and inclusion, starting with an i
ntroductory
session facilitated by PREACH Inclusion. We hosted
sessions celebrating neurodiversity and delivered a
women’s health session with a focus on menopause.
We su
pport initiatives which promote greater diversity
across the property industry, and are members of the
Employers Network for Equality & Inclusion (“ENEI”)
and Real Estate Balance and Urban Land Institu
te
(“ULI”). To promote social mobility, we sponsor the
Reading Real Estate Foundation and support the
Pathways to Property work experience programme.
We are a corporate member of the British Property
Fe
deration and support its Futures programme. We
are a corporate sponsor of Freehold (the networking
forum for LGBTQ+ real estate professionals), and a
corporate member of AbilityRE and the Business
D
isability Forum.
We work with 10,000 Black Interns and the social
mobility charity UpReach, to provide work experience
placements to students. We also support the Reading
Real Estate Foundation’s Access programme and have
sponsored a scholar studying Real Estate at the
University of Westminster through funded fees,
abursary and work experie
nce.
A summary of the Company’s diversity is set out on
page115 ->
Our people and culture continued
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Health, safety and security
We seek to attain the highest standards of health, safety and security
2025 achievements
9 Fully implemented the revised Occupational
Health & Safety Management System that
meets the requirements set out in ISO 45001,
the relevant internationally reco
gnised
standard.
9 Launched a formal employee health and
safety training programme based on role-
specific needs, delivered throughout the year.
9 Briefed key supply chain partners on
Shaftesbury Capital Client Health & Safety
Standards.
9 Conducted client health, safety and welfare
checks on all major projects, including
unannounced spot checks and subject-
specific assessments, achieving an ov
erall
mean score of 90 per cent.
9 Continued implementation of the Building
Safety Act 2022 requirements at the
Company’s registered Higher-risk Buildings,
liaising with the Building Safety Regulator
and
London Fire Brigade.
9 Maintained consistent property health and
safety compliance across all destinations
during the transition to a single outsourced
facilities management provider.
2026 commitments
• Deliver role-specific employee health and
safety training programme with 100 per cent
completion for new joiner inductions.
• Adopt, measure and report on formal key
performance indicators for property health
and safety compliance by the outsourced
facilities management provider.
• Extend the client health, safety and
welfare checks to include smaller works in
addition to major projects, with a target
score of 95 per cent.
• Report formally on health and safety
reviews of key property and facilities
supply chain partners.
• Submit Building Assessment Certificate
applications for registered Higher-risk
Buildings when required to do so and
maintain proactive work with the Building
Safety Reg
ulator and London Fire Brigade.
• Prepare for the requirements of the
Terrorism (Protection of Premises)
Act 2025 (known as “Martyn’s Law”),
expected to be adopted in 2027.
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Health, safety and security continued
Governance
The Board maintains overall responsibility for our
health, safety and security strategy and its delivery
and leads a health, safety and security-aware culture,
which is embedd
ed in the Company. This ensures that
health, safety and security are considered in our
decision-making across our portfolio and are
embedded in the actions we tak
e.
Our Health & Safety Governance Committee, chaired
by the General Counsel and attended by the Chief
Executive, oversees our approach to the health, safety
and security strategy
and statutory compliance.
TheCommittee is supported by health and safety
leadership teams (“HSLTs“), which cover specific
business areas and meet regularly to ensure that our
hea
lth, safety and security commitments are met at
operational level. The HSLTs report to the Committee,
which in turn reports to the Board. Health, safety and
security is reported on and c
onsidered at each formal
Board meeting.
Ensuring our standards are met
We focus on visible health and safety leadership and
use formal and informal director and senior
management tours, and the on-site presence of our
team an
d outsourced providers, to ensure health and
safety across our destinations. This is supported by
regular detailed health and safety checks, inspections
and risk assessments.
We cl
osely monitor health and safety performance,
with formal targets being set for properties, project
sites, all key supply chain providers and training.
Performance is reported to and review
ed by the HSLTs
and Health & Safety Governance Committee.
We are members of the Considerate Constructors
Scheme Client Partnership. Our pre-tender
documentation for c
ontractors includes health, safety
and security standards and compliance is monitored
by site and projectmanagers.
Safety and security
The safety of those who visit and enjoy our
destinations is fundamental. We have a flexible
security strategy which enables us to respond quickly
to changing d
emands across our portfolio, to ensure
that the appropriate security provision is maintained
and scaled up when needed.
Training
Relevant role-dependent health and safety training is
provided to all employees, with a combination of
third-party and in-house-delivered training taking place
throughout the year.
Reporting
In 2025 there were no serious accidents, no cases
ofoccupational disease and no serious work-related
incidents reportable to any statutory authorities
involving our empl
oyees arising from our business
activities. In addition, no significant security incidents
occurred.
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Corporate
governance
Board of Directors 92
Chairman’s introduction 96
How the Board monitors culture and employee
engagement
99
The role of the Board and its Committees 100
Our experienced Board and Committees guide the
business with transparency, control and a clear focus
on sustainable success.
Contents
Principal Board activities in 2025 102
Our section 172(1) statement 104
Division of responsibilities 109
Board skills, experience and background 111
Nomination Committee report 112
Audit Committee report 117
Directors’ remuneration report 123
Directors’ report 148
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Financial statements Additional information
Key Audit Committee Nomina tion Committ ee Remuneration Committee Committ e e Chair
Jonathan is responsible for the leadership of the Board, ensuring
itseffectiveness and setting its agenda.
Skills, experience and contribution
Jonathan joined the Shaftesbury Capital Board in 2023 following
themerger between Shaftesbury and Capco. Prior to the merger,
Jonathan was Chairman of Shaftesbury, having joined in 2016.
Jonathan has over 28 years’ experience of public company boards
and their operations and was previously Chairman of Ibstock plc and
Chair of the Audit Committee of Great Portlan
d Estates plc, SIG plc
and DS Smith plc. He was also Senior Independent Director of Great
Portland Estates plc and DS Smith plc. Prior to this, Jonathan was
finance director of
Hanson plc and of Old Mutual plc. Jonathan has
over 22 years of experience in the property sector and is a member
ofthe Institute of Chartered Accountants in Englan
d and Wales and
afellow of the Association of Corporate Treasurers.
Jonathan’s considerable commercial and board experience and his
objective judgement enable him to pro
vide constructive leadership,
challenge and support to the Board and wider business for the benefit
of all stakeholders.
Year of first appointment:
2023
Ian leads Shaftesbury Capital, shapes its strategy and drives its
performance.
Skills, experience and contribution
Ian has over 39 years’ experience in global real estate investment,
development, asset and corporate management, and extensive
experience and knowledge of
the London property market, having
previously been Chief Executive of Capco since its inception in 2010.
Ian was previously Executive Director of Hongkong Land Lt
d and
Liberty International PLC. Ian is a chartered surveyor and a member
ofleading international industry bodies.
Ian’s ability to shape strategy, drive expansion and el
evate
performance, alongside his extensive knowledge of the global real
estate industry, is invaluable to the Company. Ian’s in-depth
knowledge of the
Company and the sector enable him to provide
broad leadership of the business internally and externally, including
design and implementation of the Compa
ny’s strategy and business
plans and their communication to a wide range of stakeholders. Ian
also ensures that the Company΄s purpose and values are embedd
ed
across the business and are reflected in the Company΄s culture.
External appointment
Non-executive Director of Chancerygate Limited.
Chairman of The Urban Land Institute UK.
Year of first appointment:
2010
Combined with leadership of Shaftesbury Capital’s finance functions,
Situl makes a broader contribution to the business through oversight
of investment strategy, risk man
agement and technology, working
closely with the Chief Executive on strategy, capital allocation,
commercial matters and key transactions.
Skills, experience and contribution
Situl joined Capco in 2014 and has undertaken a number of senior
roles across the business, before being appointed Chief Financial
Officer in 2017. He is an experienced c
orporate financier, having
previously worked in mergers and acquisitions, equity capital markets,
corporate broking and real estate investment banking, including
13years at De
utsche Bank.
Situl’s significant experience of commercial and financial management,
corporate finance, capital markets, large-scale transactions, real
estate
investment and stakeholder management are key to his role
and the implementation and development of the Group’s strategy.
External appointment
Non-executive Director of WH Smith PLC.
Year of first appointment:
2017
Jonathan Nicholls
Chairman
Ian Hawksworth
Chief Executive
Situl Jobanputra
Chief Financial Officer
Board of Directors
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Financial statements Additional information
Board of Directors continued
Key Audit Committee Nomina tion Committ ee Remuneration Committee Committ e e Chair
Sian Westerman
Senior Independent Director
Richard Akers
Independent Non-executive Director
Sian joined the Shaftesbury Capital Board in 2024
as an Independent Non-executive Director and
became the Senior Independent Director in
December 2025. Sian is
an experienced non-
executive director in the private retail, fashion and
beauty sectors. Since 2014, Sian has been a Senior
Advisor to Rothschild & Co in the Globa
l Advisory
Division, where she previously held a number of
senior executive roles specialising in retail and
luxury M&A.
Skills, experience and contribution
Sian has over 35 years’ experience as a board
member, adviser and investor in the retail and
luxury sectors, both in the UK and overseas.
Thisextensive expertise and her experie
nce as
anon-executive director allow Sian to contribute
valuable commercial insights to the Board’s
discussions. Sian is the Non-executive Director
designated to update the Board on employee views
and attends the Employee Engagement Forum.
External appointments
Sian is Chair of Strathberry Group Limited and
Fenwick Limited, and a Non-executive Director of
ASC Regenity Limited (trading as Augustinus Bader)
and Lyma Life Li
mited. Sian is also a Senior Advisor
to Rothschild & Co in the Global Advisory Division
and a member of the Executive Board of the British
Fashion Council, a member of the
International
Advisory Board of Brown Advisory and a Trustee
ofThe Barbican Centre Trust.
Year of first appointment:
2024
Richard joined the Shaftesbury Capital Board in
2023. He was Senior Independent Director
following the merger between Shaftesbury and
Capco from March 2023 to December 2025. Prior
to the merger, Richard was Senior Independent
Director and Chair of the Sustainability Committee
at Shaftesbury, having joined in 2017. Richard was
previously Chairman of Redro
w plc until its merger
with Barratt Developments plc; Non-executive
Director, Senior Independent Director and
Chairman of the Remuneration, Safety, Health and
Enviro
nmental Committees of Barratt
Developments plc until 2021; Non-executive
Director of Unite Group plc; and a fellow of the
Royal Institution of Chartered Surveyors. Prior to
this
, Richard was a senior executive of Land
Securities Group plc from 1995 and joined the main
board in 2005 as managing director of the retail
portfolio until 2014.
Skills, experience and contribution
Richard’s extensive property roles and experience,
alongside his operational skillset, which includes
remuneration, sustainability, environmental and
health and safety m
atters, enable him to provide
essential input into Board and Committee
discussions and decisions and to effectively chair
the Company’s Remuneration Committee.
External appointments
Chairman of Ibstock plc.
Chairman of Miller Homes Limited.
Year of first appointment:
2023
Ruth joined the Shaftesbury Capital Board in 2023
following the merger between Shaftesbury and
Capco. Prior to the merger, Ruth was Independent
Non-executive Director and Chair
of the Audit
Committee at Shaftesbury, having joined in 2020.
Ruth was previously a Non-executive Director and
Chair of the Audit Committee at Ocado Group plc,
Travis
Perkins plc, Coats Group plc and the Royal
Parks. Ruth has over 30 years’ experience advising
UK and global businesses and was with KPMG for
33 years, where she was a partner for 20
years and
a member of the UK board for six years. Ruth is a
member of the Institute of Chartered Accountants
in England and Wales.
Skills, experience and contribution
Ruth’s knowledge gained over 30 years’ advising
global businesses, together with over 15 years’
experience on public company boards, enable her
to provide valuabl
e input and challenge in Board
and Committee discussions and to chair effectively
the Company’s Audit Committee.
External appointments
Independent Non-executive of EY UK and Chair
oftheir UK Audit Board.
Year of first appointment:
2023
Madeleine joined the Shaftesbury Capital Board in
2024 as an Independent Non-executive Director.
Madeleine was Managing Director and Regional
Head, Europe at
GIC Real Estate from 2016 until
2021. Madeleine joined GIC in 1999 and previously
held roles at JLL in valuation, fund management,
leasing and development in
London and Sydney.
Madeleine was previously a Non-executive Director
of Land Securities Group plc, retiring at the
company’s Annual General Meeting in
July 2025.
Madeleine is a chartered surveyor.
Skills, experience and contribution
Madeleine has extensive experience within the
property industry. Madeleine’s in-depth knowledge
of the property sector and experience as a
non-executive direc
tor enable her to bring valuable
insight to Board and Committee discussions.
External appointments
Madeleine is an independent member of the CBRE
IM EMEA Investment Committee and senior advisor
to ICG Real Estate. She is a Trustee and Director of
The Story of Christ
mas. Madeleine also has
mentoring roles with lntoUniversity and GAIN (Girls
Are Investors).
Year of first appointment:
2024
Ruth Anderson
Independent Non-executive Director
Madeleine Cosgrave
Independent Non-executive Director
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Financial statements Additional information
Overview – Governance
67%
Independent Non-executive
Directors (excluding the
Chairman)
43%
Female Directors
9
Compliant with UK Listing
Rule gender and ethnic
minority representation on
Board
6
Board meetings during
theyear
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Financial statements Additional information
Overview – Governance continued
See more about our approach to leadership
andpurpose on pages 96 to 110 ->
See more on our approach to division of
responsibilities on pages 100 to 101 and pages
109 to110 ->
See more on our approach to audit, risk and
internal controls on pages 117 to 122 ->
See more on our approach to composition,
succession and performance on page 111 and
pages 112 to 116 ->
See more on our approach to remuneration
onpages 123 to 147 ->
Leadership and purpose
An overview of how the Board monitors
purpose and culture, and of the Board’s key
activities throughout the year and its
governance framework
• Chairman’s introduction
• The Board
• How the Board monitors culture and
employee engagement
• The role of the Board and its Committees
• Principal Board activities in 2025
• Section 172(1) statement
• Conflicts of interest
• How we behave
• Relations with shareholders
• Shareholders’ and stakeholders’ views
• Corporate website
• Annual General Meeting
• Independence and effectiveness
Division of responsibilities
Describes the roles of the Directors and how
the Company ensures Director independence
• Roles and responsibilities of the Directors
• Independence and effectiveness
Compliance with the UK Corporate
Governance Code 2024
(the “2024 Code”)
The Board considers it has complied in full with
the 2024 Code throughout the year ending
31 December 2025. The Corporate governance
report on pages 91 to 150 sets out how the
Company has complied with the principles and
provisions of the 2024 Code.
Audit, risk and internal controls
Explains the role of the Audit Committee in
overseeing the integrity of the financial
statements and the risk management and
internal controls systems
• Audit Committee report
Composition, succession and
performance
Sets out our consideration of Board
composition and succession planning,
recruitment and induction of Directors, and
describes the Board performance review
• Board diversity
• Board skills
• Non-executive Director tenure
• Nomination Committee report
• Director recruitment, induction and
development
• 2025 Board performance review
Remuneration
Provides details of proposed changes to our
Directors’ Remuneration Policy and explains
how our remuneration policies, which support
our strategy and promote the long-
term
sustainable success of the business, have
operated during the year
• Directors’ remuneration report
• Directors’ Remuneration Policy
• Annual report on remuneration
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Financial statements Additional information
Leadership and purpose
Chairman’s introduction
Dear Shareholder
I am pleased to introduce our Corporate governance
report for the year ended 31 December 2025.
Overview and dividend
The business has continued to deliver the strong
operational performance demonstrated over recent
years, with 25 per cent growth in cash rents and 19 per
cent growth in
ERV since 2023. Over this period we
have maintained an active and disciplined approach to
capital allocation, enhancing the quality of our
portfolio, and have compl
eted £1.5 billion of
refinancing activity, resulting in a strong balance sheet,
with access to significant liquidity.
2025 was another strong year, with continued growth
in rental income, earnings, dividends, property
valuation and net tangible assets per share.
Notwithstanding an uncertain macroeconomic
backdrop, the West End continues
to perform strongly
with high footfall, low vacancy and astrong leasing
pipeline. Our customers recognise the exceptional
features of our portfolio of actively manage
d assets
which have broad appeal to domestic and international
occupiers and consumers.
On 1 April 2025, we entered into a long-term
partnership withNorges Bank Investment Man
agement,
the Norwegian sovereign wealth fund, which acquired
a25 per cent non-controlling interest in the Covent
Garden estate, in line with the December
2024
valuation. We retain control and management of the
Covent Garden estate, with fee income from the
partnership broadly reflecting the running costs of
managing the estate
. The transaction provides
increased financial flexibility, and I am pleased to
report that the partnership is operating effectively.
We have a strong balance sheet and are well-
positio
ned to capitalise on further market
opportunities inLondon’sWest End, delivering
long-term sustained income and value growth for our
shareholders. Total shareholder return for
2025 was
18.6 per cent. The Board is recommending a final
dividend of 2.1 pence per share, bringing the total
dividend for the year to 4.0 pence per share.
Board and management changes
As we announced in October 2025, Sian Westerman
became the Senior Independent Director and the
Director responsible for engagement with our
employees with effect fro
m 31 December 2025, and
Madeleine Cosgrave will become Chairman of the
Remuneration Committee following the 2026 AGM.
Richard Akers is continuing as an independe
nt Non-
executive Director of the business, and I would like to
thank him for his contribution as Senior Independent
Director and Chairman of the Remuneration
Committee
.
It is important that we keep succession planning under
regular review, and, following consideration by the
Nomination Committee, the search for a new Non-
executive
Director is underway.
Following the departures of two long-serving Executive
Directors, Michelle McGrath and Andrew Price, from
the business, the Executive Committee now co
mprises
our Executive Directors, who are supported by
astrong and experienced team. We have a robust
governance structure below Board level which ensures
oversight
and effective operations, while fostering
collaboration across teams. On behalf of the Board,
Iwould like to thank Michelle and Andrew for their
valuable contribution to the busin
ess, over many
years.
“The business has continued to
deliver the strong operational
performance demonstrated over
recent years.“
Jonathan Nicholls
Chairman
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Financial statements Additional information
Chairman’s introduction continued
Board performance review
As we undertook an external Board evaluation in 2023,
it was agreed that an internal Board performance
review should be undertaken in 2025. I am pleased to
report that the Board conti
nues to operate well.
Details of the process and findings of the review are
onpage 116.
Engaging with our shareholders
In addition to our extensive investor relations programme
led by Ian Hawksworth and Situl Jobanputra, during
2025 and early 2026 the Chairman of our Remuneration
Committee offered to meet with shareholders holding
over 65 per cent of our register to explain and
understand their views on proposed amendments to
our Directors’ Remuneration Po
licy, for which we are
seeking shareholder support at our 2026 AGM.
Sustainability and community
We continue to deliver our Sustainability Strategy,
working under our “retrofit-first” approach to building
management which preserves the character of our
heritage b
uildings and extends their life, improving
energy efficiency and minimising the carbon emissions
resulting from new development. We have achieved a
fu
rther reduction 8.1 per cent in our greenhouse gas
emissions and remain on track for our 2040 targets.
Our Community Investment Strategy is integral to our
business, outlining how we support local communities
and build long-term relationships with our partners.
This year we have continued our focus on creating
empl
oyment opportunities and have adopted the
TOMs framework, which allows us to measure the
wider social value of our donations, partnerships and
the initiatives we support. We
are proud that the social
value for 2025 was £5.9 million.
UK Corporate Governance Code 2024
The Board is compliant with those parts of the 2024
Code which came into force on 1 January 2025, and
Iam pleased to report that work has been undertaken
during the year to rev
iew and update the business’s
internal controls in advance of the requirement at the
end of the year for the Board to report on their
effectiveness under Provision
29 of the 2024 Code.
Looking ahead
Notwithstanding our strong performance, the wider
economic and geopolitical situation remains unclear
and is likely to remain so for some time. However,
the
business is well-positioned to continue to deliver our
strategic objectives, by growing rents, valuation,
earnings and dividends. Shaftesbury Capital continues
to be
very well-positioned to deliver attractive
long-term returns as the leading central London
mixed-use REIT.
My thanks to the team
The Company’s performance relies on the efforts of
our employees and I would like to thank everyone for
their commitment and hard work during the course
of2025. The Board was
delighted that Shaftesbury
Capital was recognised in Britain’s Most Admired
Companies 2025 as the sector winner for Property/
Residential & Commercial REITs.
Jonathan Nicholls
Chairm
an
24 February 2026
Board members and meeting attendance
Number of meetings held: 6
Number of meetings
attended
Chairman
Jonathan Nicholls 6/6
Executive Directors
Ian Hawksworth 6/6
Situl Jobanputra 6/6
Non-executive Directors
Richard Akers 6/6
Ruth Anderson 6/6
Madeleine Cosgrave 6/6
Sian Westerman 6/6
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Corporate governance report continued
The Board
The Board is collectively responsible for the long-term
success of the Company, and for its leadership,
purpose, strategy, culture, values, standards, control
and management
. Day-to-day management of the
Group is delegated to the Executive Directors, subject
to formal delegated authority limits; however, certain
matters have been reserve
d for Board approval.
These matters are reviewed annually and include
strategy, corporate reporting, significant funding
decisions and corporate transactions, the
Sustainability Strategy, Net Zero
Carbon commitments,
risk appetite, the Modern Slavery and Human
Trafficking Statement, delegated authority limits,
material policies including those on dividends and tax,
a
nd Board and Committee composition.
Board composition
As at 31 December 2025, the Board comprised the
Chairman, the Chief Executive, the Chief Financial
Officer and four Non-executive Directors. Biographies
of each of the Directors on the Board at the date of
this report and their membership of the Committees
can be found on pages 92 to 93, and additional
information on the Directors’ skills, experience and
backgroun
d is included on page 111.
Board operations in 2025
The Board met formally throughout the year, with
meetings aligned to the financial calendar, and an
annual strategy session in October. Additional
meetings were conven
ed, or communications sent, as
appropriate. Attendance details are provided on the
previous page for the Board and in the Committees’
reports on pages 113, 118 and 127. Board papers are
circ
ulated in advance of meetings, and written
approval is sought where matters require approval
atshort notice.
The Chairman and Non-executive Directors maintain
close enga
gement with senior management throughout
the year and hold meetings without Executive
Directors. Informal updates and regular briefings from
the Chief Executive ens
ure Directors have time to
consider and challenge matters under consideration.
During 2025, the Board received comprehensive
updates on business performance, the property
portfolio,
operations, finance, sustainability and
people, alongside reports from the General Counsel,
the Company Secretary and the Chairmen of the
Committees. The table on pages 102 to 103
shows the
key areas considered by the Board during the year.
Investing to create thriving destinations
in London’s West End where people
enjoy visiting, working and living.
To deliver long-term income and
value growth from our unique
portfolio of properties through
investment, curation and responsible
stewardship, benefiting all
stakeholders and contributing to
thesuccess of the West End.
Purpose StrategyValues
Take a responsible, long-term view
Act with integrity
Take a creative approach
Listen and collaborate
Make a difference
Read more on pages 12 and 13-> Read more on pages 12 and 87-> Read more on pages 12 and 13->
and ensures that the Shaftesbury Capital culture is embedded across the Group. Shaftesbury Capital promotes high standards and a high-performance,
professional, entrepreneurial and i
nclusive culture, reflective of our business strategy and values.
Read more on pages 99 and 107->
The Board establishes the Group’s:
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Financial statements Additional information
How the Board monitors culture and
employee engagement
During the year this included:
Employee engagement
• Reviewing findings from the 2024 employee survey,
with regular updates on actions taken.
• Hosting Company-wide meetings and informal
sessions to share strategic priorities and invite
employee questions.
• Engaging through the Employee Engagement Forum,
covering survey actions, learning and development,
well-being initiatives and benefits.
Meeting the team and updates on
development initiatives
• Receiving presentations from senior management
atBoard meetings throughout the year.
• Meeting senior managers informally at the Board
Strategy Day dinner to foster dialogue and
alignment.
• Receiving updates on leadership development
programmes and individual coaching plans aligned
with the Group’s values.
Governance and compliance
• Reviewing core governance policies and monitoring
completion of mandatory e-learning modules.
• The alignment of employee objectives and
remuneration structures with our values.
• Receiving feedback from internal and external
auditors and reviewing internal audit findings on
controls and compliance.
• Receiving reports on key projects aligned with
corporate values, including health and safety and
customer strategy.
Speak-up culture
• Our Whistleblowing Policy encourages employees
tospeak up confidentially if they have any concerns.
No reports were made during the year.
The Board considers cul
ture as part of its decision-
making and governance processes and will continue to
monitor progress through the annual employee survey
and ongoing engage
ment initiatives.
Our purpose and values underpin our culture, and are integral to the way we conduct
our business. Our people are central to this culture and play a critical role in
delivering our strategy. The Board and senior management recognise that culture
isled from the top, and regularly review feedback to ensure the culture remains
embedded within the business.
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• Sets Group strategy
• Oversees the alignment of the Group’s purpose,
culture and values, strategy and risk
• Considers the balance of interests between
stakeholders for the long-term success of the
Group
• Oversees the Group’s governance and the
implementation of the Group’s Sustainability Strategy
• Holds ultimate oversight and responsibility for the
management of climate-related risks and
opportunities
• Reviews the structure, size and composition
ofthe Board and its Committees
• Oversees succession planning and development
of a diverse pipeline of talent at Board and
senior management levels
• Makes recommendations about appointments
tothe Board
• Oversees the Group’s valuation and financial
reporting processes
• Reviews the adequacy and effectiveness of
internal controls and risk management systems
• Reviews the independence and effectiveness of
the internal and external auditors
• Determines the Remuneration Policy for the
Executive Directors and sets the remuneration
for the Chairman and designated senior
management
• Ensures there is a link between culture,
performance and remuneration
• Monitors employee remuneration and related
policies
The role of the Board and its Committees
Board activities: pages 102 to 103 ->
Nomination Committee report:
pages 112 to 116 ->
Audit Committee report:
pages 117 to 122 ->
Remuneration Committee report:
pages 123 to 147 ->
Division of responsibilities of Directors: pages 109
to110 ->
Directors’ biographies: pages 92 to 93 ->
The Board
Led by Jonathan Nicholls
Nomination Committee
Led by Jonathan Nicholls
Audit Committee
Led by Ruth Anderson
Remuneration Committee
Led by Richard Akers
6 meetings
3 meetings 4 meetings5 meetings
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Financial statements Additional information
• Leads the implementation of the Company’s
business plan
• Monitors operational performance
• Reviews financial performance
• Reviews and prioritises resourcing in the Group
• Considers matters referred from management
committees
Executive Committee
• Oversees occupational
health and safety and
matters related to
well-being and security
risk
• Monitors the Group’s
policy and performance
against best practice for
health and safety and
security
• Considers and provides
updates and
recommendations to the
Board on the investment
and capital allocation
strategy of the Group
• Considers and
recommends proposed
capital expenditure,
acquisitions, disposals
and other material
capital initiatives prior to
approval
• Considers sustainability
matters including
strategy, policies, Net
Zero Carbon Pathway
and community
initiatives and makes
recommendations to the
business
• Monitors implementation
of and performance
against the Group’s
sustainability objectives
and targets
The role of the Board and its Committees continued
Health, safety and security:
pages 89 to 90 ->
Sustainability: pages 72
to 86 ->
Health & Safety
Governance
Committee
Led by Alison Fisher
Investment
Committee
Led by Situl Jobanputra
Sustainability
Committee
Led by Alison Fisher
• Reviews and monitors
the Group’s principal
and emerging risks
• Oversees the
effectiveness of the
Group’s risk
management systems
Risk management: pages
49 to 58 ->
Principal risks and
uncertainties: pages 52
to58 ->
Climate-related risks and
opportunities: pages 58
and 61 to 69 ->
Executive Risk
Committee
Led by Ian Hawksworth
Meets at least
4 times a year
Meets at least
4 times a year
Meets regularly
throughout the year
Meets at least 4
times a year
• Monitors the status of
potential inside
information in the
business
• Ensures disclosure
requirements are met
and that appropriate
records are maintained
in respect of inside
information
Disclosure
Committee
Led by Situl Jobanputra
Meets regularly
throughout the year
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Financial statements Additional information
Principal Board activities in 2025
• Regularly considered the geopolitical and
macroeconomic environment.
• Considered and approved key strategic
priorities, strategic proposals and
performance metrics.
• Approved the formation of the Covent
Garden partnership with NBIM.
• Reviewed capital structure, including leverage
and possible initiatives such as buybacks.
• Reviewed organ
isational structure and cost
base.
• Received updates on performance against
the Company’s medium-term targets.
• Approved the half year and year end results,
includ
ing consideration of the Going Concern
and Viability Statements.
• Approved the 2024 Annual Report.
• Approved the 2025 Annual General Meeting
and the December 2025 trading updates.
• Approved the 2026 budget and reviewed the
medium-term financial projections.
• Approved a five-year £300 million revolving
credit facility for the Covent G
arden
partnership, the repayment of the
£200 million term loan element of the
£350 million unsecured facility, extensions to
some maturity dates and reductions to the
headline margins of other Group financing
arrangements, and interest rate hedging
arrangements.
• Approved the updated Tax Strategy.
• Approved the 2024 final divid
end of 1.8
pence paid in May 2025 and the 2025 interim
dividend of 1.9 pence paid in October 2025.
• Received updates on the business’s customer
strategy includ
ing the Customer Satisfaction
Survey and action plan.
• Received regular updates on investor
relations activity and matters raised by
shareholders.
• Received updates on the results of employee
surveys.
• Considered the impact of business decisions
on a wide range of stakeholders.
• Received feedback on meetings with vario
us
stakeholders.
The Board met formally six times during the year, with additional matters approved by written resolution. At each meeting, the Directors received updates from the Executive
Committee, General Counse
l and Company Secretary on the operating environment, portfolio activities (including sustainability and stakeholder engagement), financial
performance, health a
nd safety, people, legal matters and governance. Employees from across the business are regularly invited to join meetings to present topicalupdates.
This ensures that the Board
is able to take considered decisions that progress delivery of the Company’s strategy.
The table below and on the adjacent page provides examples of matters c
onsidered during the year.
Strategy Finance, tax and corporate reporting Stakeholder engagement
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• Approved the appointments of Sian
Westerman as Senior Independent Director
and of Madeleine Cosgrave as future
Chairman of the Remuneration Committee.
• Approved
new and revised corporate
policies, including updated Financial Crime
Policy and Committee terms of reference.
• Received updates from the Chairman of each
of the A
udit, Remuneration and Nomination
Committees.
• Approved the 2025 Annual General Meeting
resolutions.
• Approved the 2025 Modern Slavery and
Human Trafficking Statement.
• Approved the
external appointments of all
Directors.
• Considered the findings of the Board
performance review.
• Received updates on legal and governance
devel
opments including Provision 29 of the
2024 Code and further measures of the
Economic Crime and Corporate
Transparency Act 2023.
• Received feedback from the Employee
Enga
gement Forum.
• Received updates from the Head of HR and
the Chairman of the Nomination Committee
on the leadership development programmes
delivered during the year.
• Received updates on the results of employee
surveys.
• Received updates on organisational structure,
reporting lines and succession planning.
• Receiv
ed updates from the Chairman of the
Remuneration Committee on Board and
employee remuneration.
• Received updates on investment market,
valuations, occupier trading cond
itions, rent
collection levels, leasing activities, marketing
strategy and vacancy levels.
• Received updates on operational strategy,
customer strategy, valuer rotation
and health
and safety and security.
• Received updates on acquisitions and
disposals which did not require Board
approval.
• Received updates on the implemen
tation
ofthe Group’s Sustainability Strategy and
Community Investment Strategy.
• Considered climate-related risks and
opportunities.
• Approved the Group Risk Management Pol
icy
and Framework and the Board’s risk appetite
in respect of each principal risk.
• Considered the principal and emerging risks
following review by the Executive Ris
k and
Audit Committees, and the risk disclosures
for the half year and full year results.
• Consideration of work being undertaken in
preparation for reporting under Provision 29
of the 2024 Co
de.
Governance
People and culture
Operations
Sustainability
Risk management and internal controls
Principal Board activities in 2025 continued
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Financial statements Additional information
Our section 172(1) statement
Engagement with stakeholders
The Board principally engages directly with employees
and shareholders but is also kept apprised of
engagement with other stakeholders through a
combination of reports from the
Executive Directors,
senior management and advisers to understand the
views of the Group’s stakeholders on day-to-day
operations. On pages 37 to 41, we outline the w
ays we
have engaged with key stakeholders and the outcomes
of that engagement.
Methods used by the Board
The main methods used by the Board to perform its
duties under section 172(1)(a) to (f) of the Companies
Act 2006 (“s172(1)”) include:
• Oversight of the Group’s purpose, strategy and
values, and their alignment with our culture.
• Consideration of the Group’s risk appetite, principal
risks and risk mitigation.
• Oversight of employee resourcing and well-being.
• A dedicated section within each Board approval
paper setting out the likely impact of any proposal
on the relevant stakeholders.
• Review of stakeholder engagement and reporting
completed, and internal audit review by BDO LLP
(internal auditor of the Group).
• Consideration of stakeholder surveys.
• External assurance received from the external
auditors and reports from brokers and advisers.
Whilst it is not always possible to meet the preferences
of all stakeholders, the Board aims to ensure that all
relevant factors are considered before a decision is
taken. Some examples of how the Board considered
stakeholder interests and the matters set o
ut in s172(1)
during 2025 are shown in the table on the adjacent
page. Other examples of how the Board has
considered stakeholder interests and s172(1) matters
are inc
luded in the section “How the Board monitors
culture and employee engagement” on page 99.
The Board confirms that during the year under review it acted in the way that it
considered, in good faith, would be most likely to promote the long-term success
ofthe Company for the benefit of its members as a whole, and in doing so had regard
tothe matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
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Our section 172(1) statement continued
Examples of the Board΄s consideration of stakeholder interests and matters set out in s172(1) in 2025 are shown below.
Key matters Relevant
stakeholders
Board considerations Outcomes
Formation of Covent
Garden partnership
with NBIM
In considering entering into the strategic long-term
partnership with NBIM in respect of Covent Garden, the
Board gave careful consideration to the benefits of the
transaction includi
ng both strategic and financial benefits as
well as the opportunity to form a strategic partnership with
aleading global investor with a long-term investment horizon
and established
presence in London’s West End.
In reaching its decision the Board considered the likely views
of all of the business’s stakeholder groups, and the planned
enga
gement and communications programmes that would be
implemented to explain the benefits of the transaction.
The Board approved the sale of a 25 per cent non-
co
ntrolling interest in the Covent Garden estate to NBIM, at
31 December 2024 book value, and the establishment of the
Covent Garden partnership.
A communications programme was und
ertaken to ensure
key stakeholders understood the long-term focus and
stewardship benefits of the partnership.
Customer
focus
The Company places the customer at the heart of the
business. During 2025 the Board continued to give focus to
this area in order to maintain strong relationships and the
prov
ision of appropriate levels of service.
During the year, the Board received updates on the
outcomes of the Customer Satisfaction Survey and action
plan developed to
address the findings of the survey.
Implementation of the strategy will ensure that our expected
standards are delivered.
Strength of
balance sheet
Maintaining a strong capital structure is a key part of the
Company’s strategy. The Board therefore considers the
Company’s financing structure and debt maturity profile on
a
regular basis to ensure that a strong balance sheet and
access to sufficient liquidity are maintained.
The financial stability of the Company is important to a
wide
range of stakeholders. In considering financings, the views of
investors and the negotiation of the terms available from,
and relationships with, different finance
providers are given
particular consideration by the Board.
During the year the Board considered medium-term funding
and refinancing options and approved matters including a
five
-year £300 million revolving credit facility for the Covent
Garden partnership, the repayment of the £200 million term
loan element of the £350 million unsecured
facility and
improvements to the terms of a number of other Group
financing arrangements as well as new interest rate hedging
arrangements.
Purpose,
culture
and values
The Board remains committed to embedding our culture and
values within the business and receives regular updates on
this from management throughout the year.
The Board received updates throughout the year on actions
taken to address matters arising from the 2024 employee
survey, and received feedback from the Employee
Engagement For
um.
Key Visitors Capital partners, joint ventures and associatesEmployees ShareholdersCustomers PartnersFinance providers Suppliers Local communities
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Our section 172(1) statement continued
s172(1) factors Relevant disclosuresPages
a The likely
consequences of
anydecision in
the long term
What sets us apart
Chief Executive’s statement
Our strategy
Our business model
Measuring performance
Our portfolio
Stakeholder engagement
Non-financial and sustai
nability
information statement
Sustainability report
Chairman’s introduction
Principal Board activities in 2025
6
8 to 11
12
13
14 to 15
16 to 36
37 to 41
70 to 71
72 to 86
96 to 97
102 to 103
b The interests of
theCompany’s
employees
Stakeholder engagement
Non-financial and sustainability
information statement
Our people and culture
Diversity, equity and inclusion
Chairman’s introdu
ction
How the Board monitors culture and
employee engagement
Employee remuneration and related
policies below the Board
37 to 41
70 to 71
87 to 88
88 and 115
96 to 97
99
123
to 126
s172(1) factors Relevant disclosuresPages
c The need to foster
theCompany’s
business
relationshipswith
suppliers,
customers
andothers
Stakeholder engagement
Non-financial and sustainability
information statement
Sustainability Strategy, approach and
progress
Industry and supply chain collaboration
Mod
ern slavery and human rights
Chairman’s introduction
Principal Board activities in 2025
How we behave
37 to 41
70 to 71
72 to 86
79
84
96 to 97
102 to 103
107
d The impact of the
Company’s
operationson the
community and
the environment
Stakeholder engagement
Non-financial and sustainability
information statement
Sustainability report
Our community
Chairman’s introduction
Directors’ remuneration report
37 to
41
70 to 71
72 to 86
85 to 86
96 to 97
123 to 147
e The desirability of
theCompany
maintaining a
reputation for
high standards of
business conduct
Our strategy
Our business model
Stakeholder engagement
Risk management
Non-financial and sustainability
information statement
Chairman’s introdu
ction
Conflicts of interest
How we behave
Division of responsibilities
Independence and effectiveness
12
13
37 to 41
49 to 58
70 to 71
96 to 97
107
107
109 to 110
110
f The need to act
fairlyas between
members of
theCompany
Stakeholder engagement
Relations with shareholders
Shareholders’ and stakeholders’ views
37 to 41
107
107
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Corporate governance report continued
Conflicts of interest
The Company’s Articles of Association allow the Board
to authorise any actual or potential conflicts of interest
that may arise from Directors’ external relationships or
commitm
ents. Any potential conflicts of interest are
declared at the start of each Board meeting and
aDirector who has a conflict of interest is excluded
from the quorum and voti
ng on the relevant matter.
Allactual and potential conflicts are formally reviewed
annually, considering both the nature of external roles
and time comm
itments.
External interests of new Directors are considered
during recruitment, and, where appropriate, authorised
by the Board on appointment. Any subsequent
appointments require
Board approval, taking into
account the nature of the role and time commitment.
This process was followed in approving Richard Akers’
external appointment as
the Chairman of Ibstock plc,
which was effective from 5 May 2025.
The Board considers these procedures to be working
effectively.
How we behave
We aspire to the highest standards of business
conduct built on honesty, respect, integrity and
transparency. With a relatively small team, our Board
has a high
degree of oversight of the Group’s activities,
policies and procedures.
While we do not have a specific human rights policy,
our expectations are embedd
ed across multiple
policies and procedures. We expect suppliers, as a
minimum, to comply with all applicable human rights,
employment and health a
nd safety legislation, as well
as relevant industry standards and codes.
We have formal compliance policies in place in relation
to anti-money
laundering, anti-bribery and corruption,
data protection, fraud, tax evasion, gifts and
hospitality, share dealing, whistleblowing and conflicts
of interest. All new employees receive train
ing on these
policies during induction, with annual e-learning
refresher training mandatory for all employees.
Aconfirmation of compliance with these policies is also
re
quired to be signed by employees on joining and
annually thereafter. In February 2026, we published
our latest Modern Slavery and Human Trafficking
Statement, which can be found on our website.
Thissets out the actions undertaken during the year
toprevent modern slavery and human trafficking in
our business and supply chai
n.
Our culture is open, honest and transparent, and our
employees are encouraged to speak up about any
concerns. We have a formal Whistleblowing Poli
cy,
under which employees and suppliers can report
issues either directly to our General Counsel, our
Company Secretary or the Chairman of the Audit
Committee, or throug
h an independent hotline and
online portal. Following receipt of a whistleblowing
report, we have procedures to ensure that an
appropriate investigation is undertak
en. This policy
isreviewed by the Audit Committee and the Board
annually.
Relations with shareholders
The Board values regular engagement with
shareholders and potential investors as a key aspect
of corporate governance. An extensive investor
relations programme is led
by the Chief Executive and
the Chief Financial Officer, involving the Director of
Commercial Finance and Investor Relations and other
members of management. Annu
al activities include
investor and analyst meetings, results presentations,
webcasts, roadshows, one-to-one meetings, industry
conferences and property tours.
All Directors
attended the 2025 Annual General
Meeting where shareholders were able to participate,
ask questions and vote.
As part of our regular investor relations programme,
meetings were held with UK an
d overseas existing and
potential institutional investors as well as with equity
market analysts. The Chief Executive, the Chief
Financial Officer and senior management
have also
ledtours of our portfolio, which provide existing and
potential investors the opportunity to see our
destinations, understand our management strategy
and m
eet senior management.
During 2025, the Chairman of the Remuneration
Committee engaged with shareholders on proposed
amendments to the Directors’ Remuneration Policy.
Shareholders’ and stakeholders’ views
The Board receives regular updates on the views of
major shareholders and stakeholders, with a dedicated
section on stakeholder impact included in each Board
approv
al paper. More about the Company’s
consideration of and engagement with its stakeholders
can be found on pages 37 to 41 and in the Company’s
section 172(
1) statement on pages 104 to106.
The Board also receives regular updates from the
Executive Directors and the Head of HR on employee
matters, and receives updates fro
m the Employee
Engagement Forum.
Retail shareholders may raise questions through
theCompany Secretary by email to
cosec@shaftesburycapital.com.
Corporate website
Our corporate website gives visitors access to
Company information, annual reports, results
presentations and webcasts. There are also links to
ourdestination websites, contact details for
shareholder
enquiries, and information about our
whistleblowing hotline andonline portal.
Annual General Meeting
The 2026 Annual General Meeting of the Company
(the“AGM”) will be held on 14 May 2026 at 11.30 am
(London time) at the London offices of Herbert Smith
Freehills Kramer
LLP. The AGM notice will be issued to
shareholders at least 20 working days before the
meeting, and will also be made available on the
Company’s website. Shareholders are requested
to
check the website for the latest details concerning the
2026 AGM. Separate resolutions will be proposed on
each issue and, in accordance with the 2024 Code,
each Director willoffer them
selves for re-election.
Shareholders are advised to vote in advance of the
meeting, prior to the proxy deadline set outinthe AGM
notice. Shareholders may submit any questions by
sending an email tocosec@shaftesburycapital.com
and a response willbeprovided.
The results of the votes on all resolutions will be
publishedonour website
following the AGM.
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Financial statements Additional information
Corporate governance report continued
Board and Committee meetings, key corporate events and investor engagement during 2025
• Board meeting
• Audit Committee
• Nomination Committee
• Remuneration
Committee
• Board meeting
• Audit Committee
• Remuneration
Committee
• Board meetings
• Audit Committee
• Nomination
Committee
• Remuneration
Committee
• Board Strategy Day
• Remuneration
Committee
• Board meeting
• Audit Committee
• Nomination Committee
• Remuneration
Committee
• 2025 interim results
• 2025 interim results analyst
presentation
• 2025 interim cash dividend of 1.90 pence
per share paid
• New five-year £300 revolving credit facility
for the Covent Garden partnership
• Early repayment of £200 million term loan
• Trading update
• Sian Westerman replaces Richard
Akers as Senior Independent Director
on 31 December 2025
• Extended maturity dates and reduced
margins for finance facilities
• Covent Garden partnership formed
with NBIM
• 2024 year end results
• Year end results analyst presentation
• 2025 interim results roadshow
• Trading update
• 2025 Annual General Meeting
• 2024 final cash dividend of 1.80
pence per share paid
• 2024 Annual Report
• 2024 year end roadshow
Jan
Jul
Oct
Apr
Feb
Aug
Nov
May
Mar
Sep
Dec
Jun
Board and Committee
meetings
Board and Committee
meetings
Board and Committee
meetings
Q1
Q3 Q4
Q2
Board and Committee
meetings
Key corporate events
and investor engagement
Key corporate events
and investor engagement
Key corporate events
and investor engagement
Ke
y corporate events
and investor engagement
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Financial statements Additional information
Division of responsibilities
The Board comprises the Non-executive Chairman, two Executive Directors and four
Independent Non-executive Directors. There is clear division between Executive a
nd
Non-executive responsibilities, which ensures accountability and oversight. The
Board has overall responsibility for governance throughout the Group and is
supported by
the Company Secretary and the General Counsel. The Chairman and
Non-executive Directors meet regularly without the Executive Directors, and at least
once a year the No
n-executive Directors meet without the Chairman.
The Board delegates some of its responsibilities to the Nomination, Audit and
Remuneration Committees. A description of the work of these Co
mmittees can
befound in their reports on pages 113, 118 and 127, respectively.
The roles of Board members
The following table sets out the key responsibilities of each individual or group:
Positions and names Key responsibilities
Chairman
Jonathan Nicholls
• Leading the Board in the consideration, challenge, support and oversight of the Company’s strategy and its implementation,
andmonitoring the Group’s risk profile.
• Overseeing succession planning at the Board level.
• Ensuring effective links between shareholders, other stakeholders, the Board and senior management.
Chief Executive
Ian Hawksworth
• Developing and implementing the Company’s strategy and commercial objectives.
• Reviewing and prioritising resourcing in the Group.
• Overseeing the financial and operational performance of the Group.
• Communication with the Board, employees and other stakeholders.
• Overseeing the skills, diversity, management development and succession of the Group’s employees.
Chief Financial Officer
Situl Jobanputra
• Working closely with the Chief Executive in developing and implementing the Company’s strategy, and overseeing capital allocation,
investment and key transactions
.
• Providing financial and commercial leadership, developing the Company’s business and financial strategy, and managing the Company’s
capital structure.
• Responsible for financial reporting, financial planning and analysis, investor relations, treasury, tax, investment and IT functions.
Non-executive Directors
Sian Westerman
Richard Akers
Ruth Anderson
Madeleine Cosgrave
• Providing constructive challenge of the Executive Directors and monitoring the delivery of the Company’s strategy within the risk
management and internal contro
ls frameworks set by theBoard.
Each Committee operates under terms of reference, which are available on our
website and reviewed annually, and assesses its effectiveness ev
ery year as part of
the performance review process set out on page 116.
Operational matters are delegated to the Executive Directors, except for those
reserved for the Board under the Sched
ule of Board Responsibilities, also available
on our website and reviewed annually.
The roles of Chairman, Chief Executive and Senior Independent Director are
separately held, clearly defined, documented and regularly reviewed by the Board.
The terms of reference for each role are available on our website.
Shaftesbury Capital PLC | 2025 Annual Report
109
Strategic report
Corporate governance
Financial statements Additional information
Division of responsibilities continued
All Directors have access to the advice and services of:
Positions and names Key responsibilities
Company Secretary
Ruth Pavey
• Advising the Board on corporate governance matters
and ensuring the smooth flow of information within the
Board and its Committees, and between senior
management and the Non-executive Directors.
General Counsel
Alison Fisher
• Providing legal advice and guidance to the Board.
• Reporting to the Board on corporate services
activities, including HR, health and safety, planning,
place making, stakeholders and sustainability.
Independence and effectiveness
In accordance with the 2024 Code, all Directors stand for annual re-election and
at least half the Board, excluding the Chairman, are Independent Non-executive
Directors. The Chairman was independent on appointment.
The Board believes that it and its Committees have an appropriate combination
of skills, experience and knowledge
to enable them to carry out their duties
effectively. The Nomination Committee reviews Director tenure, individual
effectiveness and Board diversity on an ongoing basis. A
ll Non-executive
Directors are considered to be independent and free from any business or other
relationship which could materially interfere with the exercise of their judgem
ent.
Our Non-executive Directors remain independent from executive management
ofthe Company, and meet regularly with the Chairman to allow them the
opportunity to discuss their views privately.
The Board recognises the importance of each Director being able to dedicate
sufficient time to effectively discharge their duties
and responsibilities. The
expected time commitment is considered on appointment, and any additional
external appointments require Board approval to ensure responsibi
lities to the
Company are not compromised. For example, the Board approved the
appointment of Richard Akers as the Chairman of Ibstock plc with effect from
May 2025.
The key responsibil
ities of Board members are set out in the table on the
pageopposite.
Shaftesbury Capital PLC | 2025 Annual Report
110
Strategic report
Corporate governance
Financial statements Additional information
Board skills, experience and background
Board composition as at 31 December 2025
Board skills and tenure as at 31 December 2025
Board skills
Leadership Real estate
Hospitality, leisure, luxury,
fashion and retailSustainability
Corporate
finance
Accounting/
finance
Fund management/financial
markets
Ian Hawksworth 9999999
Situl Jobanputra 9999999
Jonathan Nicholls 99 999
Richard Akers 9999
Ruth Anderson 999 999
Madeleine Cosgrave 999 9
Sian Westerman 99999
Non-executive Director tenure
Year joined 2023 2024 2025 2026 year-to-date
Length of time
(to 24 February 2026)
Chairman
Jonathan Nicholls 2023 3 years
Non-executive Directors
Richard Akers 2023 3 years
Ruth Anderson 2023 3 years
Madeleine Cosgrave 2024 1.5 years
Sian Westerman 2024 1.5 years
Age
50-54 (1) 55-59 (1) 60-64 (3) 65+ (2)
14.29% 14.29% 42.85% 28.57%
Board independence
Chairman (1)
Executive Directors (2)
Non-executive Directors (4)
14.29% 28.57% 57.14%
Ethnic group
Asi an/Asi an British (1) White British or other white (including minority white groups) (6)
14.29% 85.71%
Gender
Male (4) Female (3)
57.14% 42.86%
Shaftesbury Capital PLC | 2025 Annual Report
111
Strategic report
Corporate governance
Financial statements Additional information
Composition, succession and evaluation
Nomination Committee report
Dear Shareholder
On behalf of the Nomination Committee, I am pleased
to present our 2025 report.
Overview
This year the Committee has focused on refreshing
Board responsibilities following the successful
integration of the Non-executive Directors appointed
in2024.
Board changes
During the year, the Committee recommended that
Sian Westerman succeed Richard Akers as Senior
Independent Director with effect from 31 December
2025 and that Madeleine
Cosgrave become Chair of
the Remuneration Committee following the 2026 AGM.
Richard Akers will continue as an Independent Non-
executive Director. Sian has also ass
umed
responsibility for employee engagement.
Succession planning
To strengthen Board succession planning, the
Committee has initiated a search for an additional
Non-executive Director and has appointed Russell
Reynolds Associates to assist with
this process.
Below-Board development
During the year, the Committee received updates from
the Chief Executive and Head of HR on development
and succession planning initiatives in place below
Board l
evel.
Diversity
The Board meets UK Listing Rules targets for gender
representation across key roles.
We recognise the value that a broad range of
backgrounds, experiences and perspectives brings
tothe b
usiness. Currently, the Company’s Executive
Committee has significant representation from an
ethnic minority background. As a company with a
relatively small number of
employees, we do not
believe it is practical to set formal targets for ethnic
orother forms of diversity within senior management.
However, we remain committed to di
versity in a broad
sense across the organisation.
Jonathan Nicholls
Chairman of the Nomination Committee
24 February 2026
“During 2025, the Committee
continued to focus on the evolution
of the Board, ensuring that we have
the right balance of diversity, skills
and experience.”
Jonathan Nicholls
Chairman
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 112
Nomination Committee report continued
Nomination Committee at a glance
Key responsibilities of the Committee
•
Monitors and reviews the structure, size and composition (including skills,
knowledge, experience and diversity) of the Board and its Committees.
• Ensures that there are appropriate plans in place for the orderly and effective
succession of the Board and senior management.
• Oversees the development of a diverse pipeline for succession at Board
andsenior management levels.
• Keeps Directors’ skills, experience and independence under consideration.
• Leads the process for Board appointments and makes recommendations
totheBoard.
• Reviews the time commitment expected from Directors.
• Oversees the Board performance review process.
Nomination Committee members and meeting attendance
Number of meetings attended (3 held)
Jonathan Nicholls (Chairman) 3/3
Richard Akers 3/3
Ruth Anderson 3/3
Madeleine Cosgrave 3/3
Sian Westerman 3/3
How the Committee operates
The Nomination Committee comprises Independent Non-executive Directors.
Throughout the year the members of the Committee were Jonathan Nicholls (who
isChairman of the Committee), Ri
chard Akers, Ruth Anderson, Madeleine Cosgrave
and Sian Westerman.
The biographies set out on pages 92 to 93 demonstrate the diversity of experience
of the Committee members.
Independent executive search firms are engaged to assist in Executive and Non-
executive Director succession planning and appointment processes, as appropriate.
Russell Reynolds Associates was engaged as the external search agency to assist
with the recruitment of an additional Non-executive Director during the year
. Russell
Reynolds Associates has no connection with the Company or any individual Director,
other than to assist with the Non-executive Director recruitment proc
ess.
In making recommendations to the Board on Non-executive Director appointments,
the Nomination Committee specifically considers the expected time commitment
ofthe proposed Non-executive Director, against the other commitments that they
already have external to the Company. Agreement of the Board is also required
before a Dire
ctor may accept any additional commitments. This is to ensure that
possible conflicts of interest are identified and that Directors will continue to have
sufficient ti
me to devote to the Company’s affairs.
All Directors stand for annual re-election in accordance with the 2024 UK Corporate
Governance Code. The Committee considers the skill
s, knowledge and level of
performance of all Directors before making its recommendation to the Board.
The Committee reviews its effectiveness and terms of reference annu
ally.
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 113
Nomination Committee report continued
Director recruitment, induction and development
Our recruitment process for new Non-executive Directors is set out in the graphic
tothe right. On joining the Board, we provide each Director with an induction
programme, which is tailored depending on the individual’s experience and expected
role on the Board. Our induction programmes include individua
l meetings with the
Chairman, Executive Directors, General Counsel, Company Secretary and members
of senior management, together with participation in site tours and meetings with
the
Company’s advisers, which may include the internal and external auditors, brokers,
valuers and lawyers. We also provide copies of past Board papers and access to
a
reference library which includes corporate information and policies, information
ondirectors’ duties and responsibilities and other useful materials.
The Chairman and the Committees together ensu
re that Directors keep their skills
and knowledge up to date, to allow them to fulfil their roles on the Board and
Committees. The General Counsel and Company Secretary regular
ly update the
Board on legal and corporate governance matters. Directors are required to
participate in the Company’s mandatory training modules, and information on other
traini
ng opportunities and seminars is circulated to Directors. Directors also receive
periodic briefings from external advisers, and Directors may take independent
advice at the Compan
y’s expense where they feel this appropriate.
Diversity and inclusion
The Board recognises that diversity of experience and perspective can bring
benefits across the business.
Shaftesbury Capital’s Board Diversity and Inclusion Policy aligns with the Co
mmittee’s
aim of ensuring that the Board has the right mix of skills and experience to deliver
Shaftesbury Capital’s strategy, and reflects the Board’s view of the benefits of
di
versity which encompasses diversity in the broadest sense, i.e. not just of gender
orethnicity, but also experience and skills.
At 31 December 2025, 43 per cent of
our Board were women, we had one Director
from an ethnic minority background and the holder of one of the key Board roles of
Chairman, Chief Executive, Chief Financial Officer
and Senior Independent Director
was female.
The Board considers that quotas are not appropriate in determining its composition
and has, therefore, chosen not to set formal targets; howev
er, it keeps diversity under
consideration in all aspects of Board composition, including the Committees and senior
Board positions.
In conducting searches, the Nomination Committee works w
ith executive search
consultants that are required to provide a diverse selection of candidates for Board
appointments, taking into account our Diversity and I
nclusion Policy and the UK Listing
Rules targets, with selection based upon merit, objective criteria and alignment with
our values.
Below Board level, we are proud that we
have strong representation from female
employees across the business. Our team is 62 per cent female and 42 per cent of our
senior management are female. Whilst
all appointments are made on merit and based
on objective criteria, we recognise that diversity includes, but is not limited to, gender,
and we can do more to promote
wider diversity. This is an area on which we will
continue to focus.
Initiatives we support to promote diversity within the real estate sector include:
• being a member of Real Estate Balance, and its NextGen Committee, whose
objective is to achieve a better gender balance at board and executive
managemen
t level in the real estate industry, by supporting the development
ofafemale talent pipeline across the sector; and
• being a corporate sponsor of Freehold, and a member of initiatives including
AbilityRE, the British Property Federation Diversity & Inclusion Champions network
and the Business Disability Forum.
Lookin
g ahead, the Nomination Committee will continue to develop and monitor
succession plans at both Board and senior management level, and keep under
review both the diversity
of, and development programmes for, our talented team.
Director recruitment process
The Committee considers Board composition and determines desired
skills and experience
A person specification is prepared
An executive search firm is appointed
A shortlist of candidates is identified
The Chairman and Chief Executive meet with shortlisted candidates
and
provide feedback to the Committee
All Directors are given the opportunity to meet the preferred candidate
The Committee makes a formal recommendation to the Board
A tailored induction is provided to the new Director
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 114
Nomination Committee report continued
Sex or gender identity of Board and Executive Committee as at 31 December 2025
1
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chairman)
Number in
executive
management
(ExCo)
Percentag
e
of executive
management
(ExCo)
Men 4 57% 3 3 75%
Women 3 43% 1 1 25%
Other categories 0 0% 0 0 0%
Not specified/prefer
nottosay 0 0% 0 0 0%
1. Data self-reported against the categories set out in UK Listing Rule 6 Annex 1R.
Ethnic background of Board and Executive Committee as at 31 December 2025
1
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chairman)
Number in
executive
management
(ExCo)
Percentag
e
of executive
management
(ExCo)
White British or other
white(including minority-
white groups)686% 3 3 75%
Mixed/multiple ethnic groups 00% 0 00%
Asian/Asian British 1 14% 1 1 25%
Black/African/Caribbean/
Black British 0 0% 0 0 0%
Other ethnic group,
includingArab 0 0% 0 0 0%
Not specifie
d/prefer
nottosay 00% 0 00%
1. Data self-reported against the categories set out in UK Listing Rule 6 Annex 1R.
75%
25%
Male number: 3Female number: 1
58%42%
Male number: 11
Female number: 8 Male number: 40Female number: 64
38%62%
Executive Committee (excluding the Board Executive
Directors) and directors of the subsidiary companies
Gender diversity as at 31 December 2025
Direct reports into Executive Committee All employees
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 115
Our Board performance review
In accordance with the recommendations of the UK Corporate Governance Code
2024 we undertake an annual review of the performance of the Board and its
Committees and Directors, w
ith an externally facilitated review commissioned at
least every three years. As an external review of the Board, its Committees and
individual Directors was undertaken in 2023
, it was decided that an internal review
would be undertaken in 2025, facilitated by Richard Akers, our Senior Independent
Director, and the Company Secretary. T
he review also considered the
effectiveness of individual Directors, with feedback given to Directors by the
Chairman of the Board, and feedback given to theChairman by Ric
hard Akers as
Senior Independent Director, at the end of the process. In accordance with our
three-year cycle, it is expected that an externally facilitated performanc
e review
will be undertaken in 2026.
Progress against actions from the 2024 Board evaluation
Agreed actions
Review stakeholder reporting to ensure the Board receives a balanced overview
Consider the introduction of strategic update briefings during the year
Review Board materials to
ensure succinct, clear reporting
Our progress
9The Company Secretary reviewed stakeholder reporting and a review was
undertaken by BDO as part of the internal audit plan which provided
substantial assurance ov
er the design and operational effectiveness of
stakeholder management.
9Management arranged updates on key business initiatives, and a number
ofpresentations are planned for future Board updates.
9The Board materials were reviewed and some progress was made. However,
ithas been agreed that this will be addressed again in 2026 with the aim of
streamlining the meeting packs. A
new Board portal was also introduced.
Nomination Committee report continued
2025 Board performance review
Actions from the 2025 Board performance review
The operation of the Board was rated highly in all areas considered.
The balance of skills and experience on the Board was appropriate and Madeleine
Cosgrave and Sian Westerm
an had settled in well. Agreed actions included:
The Chairman and Company Secretary considered the approach to be
taken and recommended that an internal performance review be
undertaken, facilitated by t
he Senior Independent Director and the
Company Secretary
The Nomination Committee approved the proposed timing and overall
approach
Each Director completed a questionnaire about the operation of the
Board and its Committees
A report was prepared by the Senior I
ndependent Director and
Company Secretary; its findings were considered by the Board and a
number of actions were agreed
Richard Akers as Senior Independent Director completed a review of
the Chairman’s performance
Further review of Board materials to streamline meeting packs
Review of risk management
Proposed session to consider evolving corporate culture
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 116
Audit, risk and internal controls
Audit Committee report
Dear Shareholder
On behalf of the Audit Committee, I am pleased to
present our 2025 report.
The Group’s significant accounting matters and key
areas of assumptions and estimates, together
with an
explanation of how the Audit Committee addressed
them, are outlined on page 119. The Committee paid
careful attention to these matters throughout the
year, including consid
eration of the accounting
treatment for the new Covent Garden partnership
formed during 2025.
The valuations provided by the external valuers
remain a key determinant of
the Group’s EPRA NTA,
and so reviewing the valuation process, and
considering the valuers’ independence, continues to
beone of the Committee’s key responsibilities. The
Comm
ittee received regular reports from the valuers
on the valuation process, and has received regular
updates from management on the planned valuer
rotation during 2025, in accord
ance with the RICS rules
on the rotation of valuers. Following the Committee’s
consideration and challenge, we continue to be
satisfied that the valuation process is robust, that the
valuers’ key assumptions were appropriate, and that
all the valuers remain independent and objective.
Prior to the Board’s approval of the 2025 Annual
Report, the Committee gave consi
deration to the
Group’s going concern assessment and Viability
Statement, noting the maturity profile of the Group’s
external financing.
During the year, in complian
ce with the external
auditor partner rotation requirements, Saira
Choudhry was appointed as audit partner for the
2025 financial year.
Finally, during 2025 the Committee has receiv
ed
regular updates on the work being undertaken in
conjunction with BDO to ensure that the Board is ready
to report on Provision 29 of the 2024 UK Corporate
Governance Code, whic
h relates to the Company’s
riskmanagement and internal controls framework,
andapplies to our accounting period beginning
on1 January 2026.
Ruth Anderso
n
Chairman of the Audit Committee
24 February 2026
“The Committee’s role is to oversee
the Group’s financial reporting,
systems of risk management and
internal controls, and the internal
and external audit relationships.”
Ruth Anderson
Chairman
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 117
Audit Committee report continued
Audit Committee at a glance
Key responsibilities of the Committee
•
Monitors the integrity of the Group’s financial reporting and satisfies itself on
significant accounting judgements, assumptions and estimates made by
management.
• Advises the Board on various statements made in the Annual Report, including
those on viability, going concern, risks and controls and whether, when read as
awhole, the Annual
Report is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s performance,
business model and strategy.
• Reviews reports from the external auditors, internal auditor and valuers.
• Oversees the relationship with the external auditors and considers their
reappointment, and their performance, objectivity and independence, which
includes the level of
provision of non-audit services and fees.
• Oversees the relationship with the internal auditor and considers their
reappointment and their performance, objectivity and independence.
• Reviews the Company’s systems of risk management and internal controls,
including financial, operational and compliance controls.
• Reviews the Company’s Whistleblowing Policy and procedures.
• Reviews the reporting of the Group’s financial year end greenhouse gas
andenvironmental data disclosures and its TCFD disclosures.
How the Committee operates
The Audit Committee comprises Independent Non-executive Directors. Throughout
the year, the members of the Committee were Ruth Anderson (who is Chairman of
the Committee), Richard Ak
ers, Madeleine Cosgrave and Sian Westerman.
The biographies set out on pages 92 to 93 demonstrate the diversity of experience
of the Committee members. Ruth Anderson, as a chartere
d accountant with many
years of senior financial experience, satisfies the requirement of the 2024 UK
Corporate Governance Code for at least one member of the Committee to have
appropriate, recent and relevant financial experience.
During the year, at the Chairman of the Audit Committee’s request, all or parts
ofmeetings were attended by the Chief Fin
ancial Officer, senior members of the
finance team, the external auditors, the internal auditor, the valuers and other
external advisers. The Chairman, the Chief Executive an
d members of senior
management also attended all or parts of meetings, as appropriate.
The Chairman of the Audit Committee meets with each of the valuers before the half
year and full
year results to discuss key aspects of their valuations. She also meets
with the external auditors and with the internal auditor before each Audit Committee.
In addition, the A
udit Committee spends time in each Committee meeting with the
external auditors and the internal auditor, without management present, to discuss
any matters they may wish
to raise.
Throughout the year, the Chairman of the Audit Committee met with the Chief
Financial Officer and members of senior management, as appropriate, to obtain
agood understanding of key issues affecting the Group, which helped in her
oversight of the agenda and discussion at meetings.
The Committee reviews its effectiveness and terms of reference annually.
Audit Committee members and meeting attendance
Number of meetings attended (4 held)
Ruth Anderson (Chairman) 4/4
Richard Akers 4/4
Madeleine Cosgrave 4/4
Sian Westerman 4/4
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 118
Audit Committee report continued
Accounting matters and key areas of assumptions and estimates
The most significant financial judgement in the preparation of the Annual Report is the valuation of the Group’s property portfolio.
During the course of the year the Committee also
assessed the accounting implications of the formation of the Covent Garden partnership. The formation is not considered
asignificant judgement but due to the material
nature of the transaction further details are provided below.
Subject Issue How the Audit Committee addressed the issue
Valuation of the Group’s
property portfolio.
Further information on
the approach taken by
the valuers in valuing the
portfolio and a sensitivity
analysis on equivalent
yie
lds and ERV are set out
in note 12 to the financial
statements on page 176.
For more information
onoperating and
portfolio review: see
pages 27 to 36 ->
The valuation of the property portfolio is a key determinant of the
Group’s net assets, as well as indirectly impacting executive and
employee remuneration.
The valuatio
n is conducted by independent valuers. However,
valuations are inherently subjective and require significant estimates
to be made including, but
not limited to, market yields, ERVs and void
periods. At 31 December 2025, the valuation of the property
portfolio under management was £5.4 billion. The Group’s share
ofthe property
portfolio held in the joint venture was £62.4million.
The Chairman of the Audit Committee met the valuers, without
management present, to review the 30 June and 31 December 2025
valuations. In addition, Cushman & Wakefield and CBRE, valuers of
the portfolio under management, provided detailed papers to the
Committee in advance of the
July and February Committee meetings.
The valuers attended these Committee meetings and the Committee
was able to discuss their papers and raise questions.
The Committee considered the underlyin
g assumptions used in the
valuations and questioned the valuers on how the changing
macroeconomic and interest rate environment, as well as evidence
ofleasin
g transactions, had impacted the valuations. The Committee
also considered analysis and commentary by management and an
assessment by the external auditors. Followi
ng these reviews, the
Committee concluded that the valuers are objective and
independent, that the valuations had been carried out appropriately,
and that the disclosures in respect of
valuations were suitable for
inclusion in the Group’s financial statements.
Formation of the Covent
Garden partnership with
sale of a 25 per cent
non-controll
ing interest in
the Covent Garden estate
to NBIM, with Shaftesbury
Capital retaining 75 per
cent ownership and
management control over
the estate.
Following the sale of a
25 per cent interest in the Covent Garden
estate to NBIM, management assessed the accounting implication
andcontrol rights of NBIM to direct the relevant activities of the
partnership and as such accounted for a non-controlling interest.
Consideration was also given to NBIM’s 23.5 per cent shareholding
inShaftesbury Capital PLC.
Accounting imp
lications of the transaction, including segmental
disclosure, were also assessed.
Management provided detailed papers on accounting for the
transaction and impli
cations on disclosures in the Annual Report prior
to the Audit Committee meeting so that at the meetings the
Committee was able to discuss in detail and raise questions on the
acc
ounting treatments adopted.
With additional information from the external auditors on their work
on the transaction and disclosures, the Committee was satisfied that
the judgements an
d estimates were appropriate.
In addition, the Committee considered and challenged, as appropriate, a number of other items that impacted the Group’s financial statements, including:
• the accounting treatment of acquisitions and disposal of investment properties, including held for sale classification;
• the recoverability of tenant debtors and lease incentives;
• going concern and viability assessment;
• principal and emerging risks;
• assessment of internal controls and 2024 UK Corporate Governance Code;
• use of alternative performance measures; and
• the recoverability of investment in Group companies within the Parent Company financial statements.
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 119
Financial reporting
2025 Annual Report
The Executive Directors have confirmed that they are not aware of any material
misstatements in the interim results and Annual Report. The external auditors
confirmed that they
found no material misstatements in the course of their work.
After reviewing reports from management, and following discussions with the
external auditors and valuers, the Committee is
satisfied that:
• the processes used for determining the values of assets and liabilities have been
appropriately reviewed and challenged, and were sufficiently robust;
• the financial statements appropriately addressed the significant assumptions and
key estimates, both in respect of the amounts reported and the disclosures;
• the Group has adopted appropriate accounting policies; and
• the external auditors, internal auditor and valuers remain independent and
objective in their work.
Viability and going concern
The Committee considered the Going Concern Statement in the interim results and
Annual Report, and the Viability Statement in the Annual Report.
For more information on going concern and viability:
see pages 48 and 59 to 60 ->
Fair, balanced and understandable
The Board as a whole is responsible for determining whether the 2025 Annual
Report is fair, balanced and understandable, and provides the information necessary
for shareholders to assess
the Group’s performance, business model and strategy.
The Board asked the Committee to review the draft 2025 Annual Report and advise
on whether these requirements had been met.
In
undertaking its review, the Committee discussed a report from the Group
Financial Controller covering the Annual Report and considered whether the Annual
Report, taken as a whole:
• explained how macroeconomic conditions had impacted the Group’s operations
and financial statements;
• had been open and honest about the challenges, opportunities and successes
throughout the year;
• provided clear explanations of our KPIs and how they link to our strategy and
remuneration;
• explained our business model, strategy and accounting policies simply, clearly
andprecisely;
• incorporated clear signposting to additional information where necessary;
• had a consistent tone throughout;
• appropriately reflected what had been reported and considered by the Board
throughout the year;
• provided the necessary information for shareholders to assess the Group’s
performance, business model and strategy; and
• had been written in straightforward language, without unnecessary repetition.
On completion of its review, the Committee identified no material concerns to be
raised with the Board, and conclud
ed that it was satisfied that the Annual Report was
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group’s performance, business mo
del and strategy.
Internal controls and risk management
Risk, controls and assurance
The Executive Risk Committee, chaired by the Chief Executive, evaluates the
Group’s strategic and emerging risks, associated controls and mitigating
arrangements, reporting to the Board
throughout the year. The Audit Committee
receives regular updates on the Executive Risk Committee’s conclusions.
As part of its review of the control environment, the A
udit Committee considers
reports from management, the work undertaken by external advisers and feedback
from the internal and external auditors. Key controls observations, exc
eptions and
management actions are reviewed and discussed. The Committee reports to the
Board on its review of the Group’s systems of risk management and internal
controls.
Findings from the internal audit reviews and reports from the Chief Financial Officer
and Group Financial Controller were presented to the Committee, and, o
n the basis
of these reports, the Committee considered the key controls to be working
effectively.
Audit Committee report continued
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Shaftesbury Capital PLC | 2025 Annual Report 120
Audit Committee report continued
Over the course of the year, the Committee received regular updates on the work
that was being undertaken to evaluate and update the Group’s internal controls and
risk ma
nagement systems to ensure that the Company is ready to report on
Provision 29 of the 2024 UK Corporate Governance Code, which relates to the
Company’s risk manageme
nt and internal controls framework, and applies to our
accounting period beginning on 1 January 2026. BDO were engaged to facilitate this
work and met with manageme
nt from across the business to document key
processes and internal controls and help identify any areas for improvement.
Following this exercise, risk and c
ontrols matrices were completed to document
each process and its associated controls, and a system of internal sign-offs and
reporting was agreed to ensure that the Board rec
eives sufficient evidence to
support the year end declaration on the effectiveness of material controls.
During 2025, the Committee ensured that it complied with the FRC’s
Audit
Committees and the External Audit: Minimum Standard publication.
For more information on the Company’s risk management and internal controls:
see pages 49 to 58 ->
Internal audit
BDO is appointed to act as the Company’s internal auditor. During 2025, BDO
continued to work under an agreed five-year internal audit plan. In November 2025
an
ew three-year internal audit plan was considered and approved by the
Committee. The full audit programme will be considered over the three-year period,
with detailed plans for ea
ch year to ensure that key risk areas are appropriately
covered over the plan period. Reviews undertaken in the year included the Bribery
Act 2010, contract management an
d procurement, payroll, H&R and talent
management, environmental, social and community matters, health and safety,
stakeholder management, the Economic Crime an
d Corporate Transparency Act
2023, commercial leasing and corporate tax.
The Committee reviews the effectiveness of the internal auditor, the internal audit
plan, any matters ide
ntified as a result of internal audits, and whether
recommendations are addressed by management in a timely and appropriate way.
The Committee is satisfied that the internal au
ditor continues to be independent and
its services remain effective.
The internal audit partner has direct access to the Chairman of the Audit Committee
should he w
ish to raise any concerns outside formal Committee meetings.
Sustainability data and reporting
The Committee has oversight of the Group’s sustainability data and reporting and
received updates from the external auditors and Head of Sustainability on
sustainability reporting a
nd performance during the year. At the year end, the
Committee reviewed the draft TCFD disclosures setting out the Group’s transitional
and physical risks and opportunities relating to cli
mate change. In particular, the
Committee reviewed the short, medium and long-term nature of the risks and
opportunities and considered that the approach adopted by the Group in assessing
these
risks and opportunities remains appropriate and reasonable.
For more information on the Company’s TCFD: see pages 61 to 69 ->
Cyber security
During the year, the Committee received updates in relation to actions being
undertaken to enhance cyber security, including systems upgrades and employee
training.
Whistleblowing
The Committee reviews the Group’s Whistleblowing Policy and procedures annually
and reports on its findings to the Board. The Group’s whistleblowing procedures
i
nclude an independent, confidential hotline through which employees and third-
parties can anonymously raise a matter of concern. Alternatively, employees
and
third parties can contact the General Counsel, the Company Secretary or the
Chairman of the Audit Committee. During the year, no whistleblowing instances were
reported.
Oversight of audit quality
External auditors
The Company has complied with the provisions of the Statutory Audit Services for
Large Companies Market Investigation (Mandatory Use of Competitive Tender
Processes and Aud
it Committee Responsibilities) Order 2014.
The Committee has primary responsibility for overseeing the relationship with the
external auditors.
PwC were first appointed as the Company’s external a
uditors in 2010 and, following
a competitive tender process, were reappointed as external auditors in January
2020. Following the rules for audit firm rotation, the Company has to
appoint a new
firm as external auditors for no later than the year ending 31 December 2030. The
retender process will be planned and conducted well in advance
of this deadline.
At the 2025 AGM, shareholders reappointed PwC as the external auditors for the
year ended 31 December 2025 and authorised the Audit Committee to determine
the exter
nal auditors’ remuneration.
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Shaftesbury Capital PLC | 2025 Annual Report 121
Following the rules for audit engagement partner rotation, the previous audit partner
rotated off the audit at the end of last year’s audit. Saira Choudhry has been
appointed as the audit partner for 2025.
During the year, the Committee considered the depth of discussions held with the
external auditors and how they had challenged the Group on its
approach to
significant assumptions and estimates. The Committee was satisfied that PwC had
sufficiently challenged the Group throughout the year and that its relationship with
PwC was
one of openness and professionalism. The external audit plan, including
updates on risk assessment and areas of focus, is considered by the Committee
ateach of its m
eetings and the Chairman of the Audit Committee meets with the
external audit partner in advance of all Audit Committee meetings. Management
provides constructi
ve feedback to the audit team during the course of the year
andthe external audit partner also reports to each Audit Committee without
management present.
To ens
ure that the external auditors remain effective and independent, the
Committee reviews the performance of the auditors and their independence
annually.
Following the 2024 year end audit, the Committee assessed the performance
oftheexternal auditors, the audit team’s qualifications, expertise, resources and
independence, and the effecti
veness of the audit process including the timeliness
ofcommunication of audit matters. This assessment was undertaken through
discussions with the Chief Financial Offic
er and Group Financial Controller and
consideration of the feedback given on the service provided by PwC during the
audit. PwC separately also confirmed their
independence and confirmed to the
Committee that:
• they have internal procedures in place to identify any aspects of non-audit work
which could compromise their role as auditors and to ensure the obje
ctivity of the
audit report;
• the total fees paid by the Group during the year do not represent a material part
of their fee income; and
• they consider that they have maintained audit independence throughout the year.
In assessing PwC’s continued audit independence, the Committee considered the
leve
l of non-audit fees. Factors taken into account included:
• confirmation received that PwC did not perform any non-audit services for the
years ended 31 December 2024 and 31 December 2025 apart from the half year
review noted in
the Audit fees section.
• the nature of the work undertaken by PwC and consideration of the relevant
independence threats and safeguards in place; and
• consideration of whether all of the non-audit services provided in the year were
permissible under the FRC Revised Ethical Standard 2024 (“Ethical Standard”);
The Committee co
ncluded that:
• it was satisfied with PwC’s performance throughout the year, the effectiveness of
the external audit and the interaction and communication between the auditors
and the Committee
members;
• it was satisfied with the auditors’ qualifications, expertise and resources; and
• it remained confident that PwC’s objectivity and independence were not impaired
by the provision of non-audit services.
The Committee also considered the FR
C 2024/25 Audit Quality Inspection and
Supervision Report for PwC issued in July 2025.
Audit fees
Fees payable to the external auditors for audit and non-audit services are set out
innote 5 to the financial statements on page 174.
The Committee’s po
licy is that non-audit assignments are not awarded to the
external audit firm if there is a risk that audit independence and objectivity could be
co
mpromised. Under our non-audit services policy, in line with the requirements of
the FRC’s Ethical Standard, other than in exceptional circumstances, no
n-audit fees
should not exceed 70 per cent of the audit fees over a rolling three-year period. The
award of any non-audit assignment to the auditors in excess of
the lower of £50,000
or 15 per cent of the estimated annual level of the auditors’ fees at that time is
subject to prior approval of the Committee. Our Chief Executive
or Chief Financial
Officer have authority to approve non-audit assignments to the auditors below
thisthreshold.
Non-audit fees were 9 per cent of audit fees in the
year ended 31 December 2025
(2024: 10 per cent) and were 17 per cent (2024: 15 per cent) of the average audit fee
for the preceding three years. The external audit fee for
the audit of the joint venture
and associate was £47,000 (2024: £45,000). The Group’s 50 per cent share of this
was £23,500 (2024: £22,500).
Independence and reappointment
The Committee remains satisfied with the effectiveness of the external audit and
with its interaction with PwC. It also remains confident that PwC’s objectivity a
nd
independence are not impaired by the provision of non-audit services.
The reappointment of the external auditors is reassessed annually.
Audit Committee report continued
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Shaftesbury Capital PLC | 2025 Annual Report 122
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 123
Directors’ remuneration report
Dear Shareholder
On behalf of the Board, I am pleased to present our
2025 Directors’ remuneration report.
Our Directors’ Remuneration Policy was approved by
shareholders in June 2023 following the
merger of
Capco and Shaftesbury earlier that year. The report
which follows is against this Policy.
2025 was the final year of the three-year Policy and
therefore we have undertake
n a comprehensive
review of senior executive remuneration. I am grateful
for the feedback received from our shareholders,
which has been incorporated into the final design of
the
proposed 2026 Policy. This Policy will be put to a
binding shareholder vote at the 2026 AGM, alongside
the usual advisory vote on the Directors’ remuneration
report and a vote to
approve our new long-term
incentive plan.
Business context
2025 was a successful year which delivered strong
performance with continued growth in rental income,
earnings, dividends, property valuation and financial
metrics. This
included a 14.5 pence increase in EPRA
NTA per share to 214.7 pence per share driven by
leasing and asset management activity, a 12.2 per cent
increase
in underlying earnings per share driven by
rental growth and cost savings and total shareholder
return of 18.6 per cent.
These financial outcomes have been
accompanied by
continued strong operational performance, with limited
vacancy, strong demand, positive trends in footfall and
customer sales and continued delivery of
our
customer and sustainability strategies. You can read
more about our financial and operational performance
within the Annual Report.
In April 2025 the business compl
eted a long-term
partnership with NBIM which acquired a 25 per cent
non-controlling interest in the Covent Garden estate,
inline with the December 2024 valuation.
2025 incentive outcomes
2025 was an excellent year for Shaftesbury Capital,
and the strong performance summarised above is
reflected in the achievements against the financial and
non-finan
cial performance targets set for our
Executive Directors.
The 2025 annual bonus was based 75 per cent on
financial measures and 25 per cent on non-financial
objectives. Total property return (“TPR”) of 10.1 per
cent was ahead of the Total Return All-Property index,
EPRA NTA per share (“NTA”) of 214.7 pence increased
by 7.2 per cen
t over the year, and underlying earnings
per share (“EPS”) increased by 12.2 per cent. This
resulted in the TPR and EPS outcomes being at
maximum and the NTA metric bei
ng ahead of
threshold, although below maximum. Altogether, our
performance delivered 86.67 per cent of the 75 per
cent bonus opportunity allocated to these three
financial measures
.
The non-financial element comprised objectives
relating to corporate strategy and goals, people,
financial deliverables and portfolio management. The
Executiv
e Directors performed strongly against these
objectives, delivering extensive leasing and asset
management activity, entering into the long-term
partnership with NBIM in respec
t of Covent Garden,
responsible financial management, a new customer
strategy, a positive employee survey with improved
engagement score, continued pro
motion of a positive
and progressive working culture and championing our
Sustainability and Community Investment strategies.
Performance against the non-financial targ
ets for the
Executive Directors was assessed at between 85 and
91 per cent of the 25 per cent opportunity allocated to
these measures, reflecting each of the Executive
Directors’ efforts.
“ In 2025 the Committee undertook
acomprehensive review of our
Remuneration Policy, which
included a thorough consultation
process with our leading
shareholders, to ensure that our
new Policy continues to support
our strategy and long-term focus.”
Richard Akers
Chairman
Directors’ remuneration report continued
The overall annual bonus outcome was between 86.25
and 87.75 per cent of maximum for 2025.
Performance Share Plan (“PSP”) awards were granted
to Executive Direc
tors and employees on 23 March
2023 and these are capable of vesting based on
relative TSR and relative TAR performance for the
three-year period ending 31 December 2025.
Shaftesbury
Capital’s total shareholder return results
in a ranking in the upper quartile of the FTSE 350 Real
Estate peer group and total accounting return is just
below the upper quarti
le of the same group, based on
provisional results. The actual TAR ranking and vesting
outcome will be known once all peer group annual
reports have been
published. However, based on
estimated performance, it is expected that 97.8 per
cent of the total award will vest.
The Committee believes the annual bonus and PSP
outc
omes for the year ending 31 December 2025 are
an appropriate reflection of the strong performance of
the Company over the relevant one- and three-year
periods. No discretion was
used to amend the
formulaic outcomes.
Review of the Directors’ Remuneration
Policy
Our current Policy has reached the end of its three-
year life and a new Policy will be presented for
shareholder approval at the 2026 AGM. A major focus
of the Committee ov
er the course of 2025 has been to
undertake a detailed review of the Policy to ensure
that our new Policy continues to effectively support
Shaftesbury Capital’s strategy
and culture.
Directors’ Remuneration Policy: pages 128 to 135 ->
Policy review context
Since completion of the merger to form Shaftesbury
Capital PLC in 2023, we have delivered strong
operational performance, with 22 per cent growth in
cash rents and 26 per cent
growth in ERV. We have
maintained an active and disciplined approach to
capital allocation, enhancing the quality of our
portfolio, and have completed close
to £2 billion of
refinancing activity, resulting in a strong balance sheet,
with access to significant liquidity. As set out earlier,
2025 has been another successf
ul year, delivering
continued growth in rental income, earnings, dividends,
property valuation and net tangible assets per share
and entering into the long-term partn
ership with NBIM
in respect of Covent Garden.
Shaftesbury Capital has a unique West End mixed-use
portfolio. Given the lack of a relevant listed peer
group, it is difficult to set
meaningful and robust
three-year targets and, indeed, there is a danger that
such targets could inadvertently distract management
from delivering their medium-term obj
ectives. Against
this backdrop and following a comprehensive
consultation with shareholders, we are proposing to
replace performance shares with restricted shares.
Rationale for restricted shares
The Committee considered the following factors in
moving to restricted shares:
• Stewardship, simplicity and retention – restricted
shares are clear and simple and provide participants
with direct alignment with shareholders and long-
term stewardship of
the share price. The move to
restricted shares will provide a meaningful incentive
tool and encourage retention across the business.
• Relative measurement – our recent long-term
incentive awards have been based on relative total
shareholder return and relative total accounting
retur
n. To date, this has felt to have been a fair
measure of management performance. However,
with fewer companies now in the FTSE 350 real
estate sector, and with the sec
tor split into various
sub-sectors and geographies resulting in a lack of
comparability in underlying portfolios, this is no
longer felt to be a sufficiently robust
measure of
performance.
• Strategic alignment – over the next few years, we
remain focused on delivering sustained growth and
total returns to shareholders through unlocking
growth poten
tial across our portfolio and positioning
ourselves to capitalise on market opportunities.
Restricted shares will help discourage any actions
which unduly focus on short-term
impacts and
instead will encourage a mindset which is aligned
tothe shareholder experience through long-term
value creation throughout the property cycle.
• Setting medium-term targets – in an uncertain market
and interest rate environment, setting meaningful
absolute three-year financial targets is very
challenging and is l
ikely to lead to binary (0 per cent
or 100 per cent) outcomes which are heavily
impacted by macroeconomic factors rather than
company-specific actions.
In
line with the generally accepted conversion rate
of1:2, restricted shares with a face value of 150 per
cent of salary will replace our previous policy of 300
per ce
nt of salary in performance shares. Restricted
shares will vest subject to continued service and
aperformance underpin.
Bonus deferral
Our Executive Directors each have significant
shareholdings in the Company. Therefore, reflecting
latest guidance from investor bodies, the Committee
has determined that, whilst
the current requirement for
40 per cent of annual bonus earned to be deferred in
shares will continue to apply, in respect of bonus
earned for FY2026 and thereafter, the bonus
required
to be deferred will be reduced to 20 per cent of any
bonus earned if an Executive Director has met their
shareholding guideline.
Incorporating shareholder feedback – underpin and
shareholding guidelines
The majority of shareholders were supportive of our
rationale for moving to restricted shares, noting the
challenge of relative measurement from having a small
and diverse set
of listed real estate peers who invest
invery different real estate assets to Shaftesbury
Capital.
Some shareholders wanted to better understand how
the underpin would be assessed in practice. In light
of
this, the Committee has identified a number of factors
to be taken into consideration to allow a structured
and robust assessment while also providing more
clarity for
participants and shareholders.
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Shaftesbury Capital PLC | 2025 Annual Report 124
Whilst there is a default to vesting, the Committee will
apply a qualitative underpin to restricted share awards
which will enable it, exceptionally, to reduce vesting if,
in
the round, there has been material
underperformance. The factors the Committee will
consider are not exhaustive but are likely to include
the following:
Strategic
priorities
Delivery of key strategic objectives
over the vesting period including
operational performance.
Financial
health
The overall financial health of the
business which may have regard to
Company KPIs including total
accounting return, total property return,
total shareholder return, cash flows,
underlying profit and balance sheet
strength.
Stakeholder
experience
Consideration of key stakeholders
including employees, customers,
suppliers and shareholders.
A small minority of shareholders commented on the
current shareholding guidelines which are 300 per cent
of salary for the Chief Executive and 200 per cent of
salary for
other Executive Directors. While both
Executive Directors have shareholdings in excess of
these requirements, the Committee has decided to
increase the guideline for other Exe
cutive Directors to
250 per cent of base salary.
Our previous pledges contained in the 2023 Annual
Report to test performance on a change of control and
to inc
lude malus and clawback provisions in the cash
element of the bonus plan have been included in the
new 2026 Policy.
Employees
The Committee is provided with updates on
remuneration decisions taken for the wider employee
population. The Committee takes its decisions with the
wider employee population in
mind and is aware of the
impact of decisions taken on the Company as a whole.
The remuneration structure for Shaftesbury Capital’s
employees broadly aligns w
ith that for the Executive
Directors, with employees being eligible for a
discretionary bonus and share awards, as well as
salary, pension and employee benefits. Bonus awar
ds
below Board level are based 50 per cent on the
financial measures described above and 50 per cent
on non-financial measures.
In addition to Executive Direc
tor reports to the Board,
the Board receives feedback from our Employee
Engagement Forum, which I previously attended and is
now attended by Sian Westerman, and was updated
on
the findings of our annual employee survey. The
Board also met senior managers from across the
business at a dinner following its annual strategy
session, which
provided a good opportunity to hear
the views of our employees.
Key elements of employee remuneration include:
• Salary increases effective from 1 January 2026 are
c. 3 per cent on average; c. 6 per cent including
promotional increases, which are set with regard to
market levels.
• All permanent employees participate in the annual
bonus scheme and will receive annual bonuses in
respect of 2025 performance based on the financial
targets (in
line with those for the Executive Directors)
and non-financial objectives.
• Reflecting our inclusive culture and our desire to
align all employees with long-term goals, all
permanent employees received PSP awards in 2025
based on the same measures as the Executive
Directors.
• All permanent employees will be eligible to receive
annual bonuses and share awards in 2026.
• The employer pension contribution of 17.5 per cent
of salary applies to all employees.
Directors’ remuneration report continued
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 125
Incentive scheme performance measures
2026 annual bonus
EPRA net tangible assets (“NTA”) per share (25%)
• A key measure driving the long-term potential of our assets.
Underlying earnings per share (“EPS”) (30%)
• Rewards value growth in net rental income as well as success in managing costs. Upweighted from 25 per
cent in 2023 to reflect the importance of deli
vering income growth, cost savings and operating efficiencies.
Relative total property return (“TPR”) (20%)
• Rewards the additional value created by management over and above any changes in value from tracking the
property market as a whole, as measured by the widely-u
sed MSCI Total Return All-Property Index.
Non-financial (corporate and sustainability) (25%)
• Bespoke, strategic objectives for each Director, and the delivery of common sustainability goals.
The Committee retains discretion under the annual bonus to amend the payout
to ensure it appropriately
reflects underlying performance.
Directors’ remuneration report continued
Implementation of Remuneration Policy
in2026
• Salaries: For 2026, Executive Directors’ salaries will
increase by 3 per cent, which is in line with the
underlying increase applying to the wider workforce.
• Incentives: Executive Directors’ annual bonus
opportunity will be 150 per cent of salary and it is
intended that restricted share a wards will be
granted shortly after the 2026 A
GM at 150 per
cent of salary, in line with the proposed Policy.
The market value used to grant the 2026 awards
is, for parity, to be the same three-day a verage
closing midd
le market quotation value u sed in
relation to awards planned for grant below Board
in March 2026.
For 2026, the Chairman and Non-executive Directors’
fees (includin
g Committee fees) will increase by 3 per
cent, which is in line with the underlying increase
applying to the wider workforce. The revised fees
are set out in the Annual
report on remuneration
onpage 144.
Conclusion
The business performed strongly in 2025 and this has
been reflected in the annual bonus and PSP outcomes
for the year.
Our new Policy includes a change
to our proposed
long-term incentive structure, with restricted shares
replacing performance shares. In line with good
practice, we have adopted a 50 per cent discount
too
ur previous PSP grant level and have included an
underpin alongside higher shareholding guidelines for
Executive Directors other than the Chief Executiv
e.
Ihope you will be supportive of the remuneration
resolutions being tabled at the 2026 AGM.
If you have any questions on this report, please feel
free to direct them to me via the
Company Secretary.
Richard Akers
Chairman of the Remuneration Committee
24 February 2026
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Shaftesbury Capital PLC | 2025 Annual Report 126
Remuneration Committee at a glance
Remuneration Committee members and meeting attendance
Number of meetings attended (5 held)
Richard Akers (Chairman) 5/5
Ruth Anderson 5/5
Madeleine Cosgrave 5/5
Sian Westerman
1
4/5
1. Due to a prior commitment, Sian Westerman was unable to attend one meeting that was called on relatively short notice.
How the Committee operates
The Remuneration Committee comprises Independent Non-executive Directors.
Throughout the year the members of the Committee were Richard Akers (who is
Chairman of the Committee), Ruth A
nderson, Madeleine Cosgrave and Sian
Westerman.
The biographies set out on pages 92 to 93 demonstrate the diversity of experience
of the Committee members.
FIT Remuneration Con
sultants LLP (“FIT”), an independent remuneration consultancy,
provided advice throughout the year. FIT was engaged by the Committee following a
tender process in 2023. FIT atten
ded all or parts of meetings, as appropriate, and
provided advice on the remuneration of the Executive Directors, together with
regular market and best practice updates.
In addition,
some or parts of meetings, as appropriate, were attended by the Chief
Executive, the Chief Financial Officer, the Company Secretary and the Company’s
Head of HR in relation to em
ployee remuneration and related policies. No Executive
Director participated in discussions or decisions regarding their own remuneration.
The Committee reviews its effectiveness
and terms of reference annually.
Directors’ remuneration report continued
Key responsibilities of the Committee
•
Determines the Remuneration Policy for Executive Directors and the remuneration
framework for senior management.
• Monitors the appropriateness of the Remuneration Policy.
• Ensures the Executive Directors are remunerated fairly and responsibly, in a
manner aligned to the long-term interests of the Company.
• Sets the remuneration of the Chairman, the Executive Directors and designated
senior management, including the Company Secretary.
• Keeps under review employee remuneration, related policies and alignment
ofincentives and rewards with the Company’s culture and values.
• Considers the appropriateness of the Directors’ remuneration framework
compared with the arrangements for other employees.
• Reviews and approves the performance targets and outcomes (using discretion
where appropriate) for the annual bonus scheme and PSP.
• Ensures that the Directors’ remuneration report and disclosures in the Annual
Report are easy to read and understandable.
• Appoints and manages the relationship with the Company’s remuneration adviser.
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Shaftesbury Capital PLC | 2025 Annual Report 127
1. Directors’ Remuneration Policy
This section of the Directors’ remuneration report sets out Shaftesbury Capital’s
proposed Directors’ Remuneration Policy (the “Policy”) which will be put to a
shareholder vote at the 2026 AGM on
14 May 2026.
The key changes to the Policy from the one approved by shareholders at the 2023
AGM are:
• A change to the long-term incentive structure through the replacement of
performance shares with restricted shares. Restricted shares will ordinarily vest
after three years subjec
t to continued service and the assessment of an underpin.
The maximum value of restricted shares that may be granted to an Executive
Director is 150 per cent of salary,
being half the previous Performance Share Plan
opportunity of 300 per cent of salary.
• An increase to the shareholding guideline operating during employment for
Executive Directors other than the Chief Executive, from 200 per cent of salary
to250 per cent of
salary. The Chief Executive’s shareholding guideline of 300 per
cent of salary and the post-cessation shareholding requirement remains
unchanged.
• The current requirement for 40 per cent of annual bonus earned to be deferred
inshares will continue to apply. However, in respect of bonus earned for FY2026
and thereafter,
the bonus required to be deferred will be reduce to 20 per cent
ofany bonus earned if an Executive Director has met their shareholding guideline.
• Reflecting the pledge made to shareholders in 2024, the 2026 Policy has been
amended in two areas. Firstly, any unvested long-term incentive awards
(performan
ce shares or restricted shares) will be performance tested in the event
of a change of control. Secondly, malus and clawback provisions will apply to the
cash portion of the
annual bonus (previously malus provisions applied to the
deferred portion of the bonus only) and the triggers have been updated to reflect
good practice in this area.
• Further detail on all employee share schemes under which all employees,
including Executive Directors, may participate.
1.1 Remuneration Policy
The key objectives of the Company’s Remuneration Policy are to:
• Strongly align executive and shareholder interests
• Underpin an effective pay-for-performance culture
• Support the retention, motivation and recruitment of talented people who are
commercially astute
• Encourage executives to acquire and retain significant holdings of Shaftesbury
Capital shares
The Committee aims to achieve an appropriate balance between fixed an
d variable
remuneration, and between variable remuneration based on short-term and longer-
term performance. Fixed remuneration includes base salary, benefits and pension.
Variable remuneration
includes an annual bonus, of which part is deferred in shares,
and awards under the Share Award Plan (“SAP”).
In order to avoid any conflict of interest, remun
eration is managed through well-
defined processes ensuring that no individual is involved in the decision-making
process related to their own remuneration. In parti
cular, the remuneration of all
Executive Directors is set and approved by the Committee; none of the Executive
Directors are involved in the determination of their own rem
uneration arrangements.
Each year, with the support of external advisers, the Committee undertakes a review
of the remuneration of the Executive Directors. The Committee also determines the
remuneration framework for a group of senior managers immediately below Board
level, and the Company Secretary. It considers the responsibilities, experience and
performance
of the Executive Directors and pay across the Group.
Subject to approval by shareholders at the 2026 AGM, this Policy will be effective
for the 2026 financial year and will
apply to incentive awards with performance
periods beginning on 1 January 2026. Payments to Directors can only be made if
they are consistent with the shareholder-approve
d Policy (including previous
policies) or amendment to the Policy.
Details of each element of remuneration, its operation, purpose, link to strategy and
performan
ce metrics are set out in this section.
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 128
1.2 Executive Director Policy table
The table below summarises each of the components of the remuneration package for the Executive Directors:
Purpose and link to strategy Operation Maximum opportunityPerformance metrics
Base salary
To provide an appropriately
competitive base salary, whilst
placing emphasis on the
performance-related elements
of remuneration.
The Committee believes base
salary for high-performing
experienced Executive Directors
should be at least median.
Base salaries are normally reviewed on an annual basis.
TheCommittee reviews base salaries with reference to:
• Other property companies of a similar size
• UK companies of a similar size
• Each Executive Director’s performance and contribution during
the year
• Scope of each Executive Director’s responsibilities
• Changes to the remuneration and overall conditions of other
employees
When reviewing base salaries, the Committee is mindful of the
gearing effect that increases in base salary will have on the
potential total remuneration of the Executive Directors.
Base salary increases will be
applied in line with the
outcome of the review and will
normally be
in line with the
typical range of salary
increases awarded to other
employees (in percentage of
salary terms).
However, the Committee may
make additional adjustments in
certain circumstances to reflect,
for example, an increase in
scope or responsibility,
development in role, to address
an increase in size or complexity
of the business, to address a
gap in market positioning and/or
to reward the long-term
performance of an individual.
The Committee considers individual and Company
performance when setting base salary, as well as the
general increase awarded to other employees.
No malus or clawback provisions apply.
Bene
fits
To be appropriately competitive
with those offered at
comparator companies.
Benefits will be in line with those offered to some or all
employees and may include private dental and health care, life
insurance, personal accident cover, travel insurance, income
protection and a car allowance, which may be paid in cash.
Directors may
participate in flexible benefit arrangements
offered to other employees, including the ability to buy or sell
annual leave. Directors may receive seasonal gifts and a gift on
leaving the Board (including payment of any tax thereon), in
appropriate circumstances.
Other benefits may be introduced from time to time to ensure
the benefits packag
e is appropriately competitive and reflects
individual circumstances. For example, Directors may be
offered relocation and/or expatriate benefits should a Director
be required to relocate as a result of emerging business
requirements.
Set at a level which the
Committee considers
appropriate in light of relevant
market practice for the role
and individual circumstances.
Any reasonable business-
related expenses (including tax
thereon) can be reimbursed if
determined to be a taxable
ben
efit.
Not performance related and no malus or clawback
provisions apply.
Pension
To be appropriately competitive
with that offered by comparator
companies.
Shaftesbury Capital offers a defined co
ntribution pension
scheme.
Executive Directors may elect to be paid some or all of their
entitlement in cash.
The maximum contribution for
any Executive Director will be
in line with the level available
for other employees at any
given time (which is currently
17.5 per cent of salary).
Not performance related and no malus or clawback
provisions apply.
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 129
Purpose and link to strategy Operation Maximum opportunityPerformance metrics
Annual bonus
To incentivise and reward
performance.
The Committee selects
performance measures and
targets each year to reinforce
the strategic business priorities
for the year. Annual bonus
deferral is designed to further
align executives with
shareholders’ interests.
The annual bonus arrangements are reviewed at the start of each
financial year to ensure performance measures and weightings
are appropriate and support the business strategy.
The Committee reviews performance against the annual bonus
targets but has the ability to take into account broader factors
and, subject to the 150 per cent of salary maximum, may
exercise two-way discretion to ensure that the annual bonus
awarded properly reflects the performance of the Company
and each Director.
The rationale for award of bonuses will be explained in the
Directors’ remuneration report.
40 per cent of any bonus earned is deferred in Shaftesbury
Capital shares or nil-cost options for three years without further
performance conditions but subject to risk of forfeiture should an
Executive Director leave the Company in certain circumstances.
The level of bonus deferred reduces to 20 per cent of bonus
earned if an Executive Director has achieved their shareholding
guideline.
Directors may be entitled to be paid dividend equivalents on
vested deferred bonus awards.
The maximum bonus
opportunity for Executive
Directors is 150 per cent of
annual salary with, typically, a
bonus of 75 per cent of salary
payable for achieving target
levels of performance. No
bonus is payable for below
threshold performance.
The payment for threshold
performance will not exceed
10 per cent of maximum.
Awards are made on a
straight-line basis for
performance between
threshold and target, and on a
separate straight-line basis for
performance between target
and maximum.
Executives’ performance is measured relative to
challenging one-year targets in key financial, operational
and/or strategic measures.
The measures selected and their weightings may vary
each year according to the Group’s strategic priorities.
Atleast 75 per cent of the bonus will be measured against
financial performance.
Annual bonus (cash and deferred bonus awards) are
subject to malus and clawback provisions as set out in the
notes to this table.
Long-term incentives
To incentivise and reward
long-term decision-making as
the basis for sustai
nable growth,
and to help retain and recruit
Executive Directors over the
longer term.
Executive Directors are eligible to receive restricted share
awards, which may be made as conditional awards or nil-cost
or nominal-cost options, at the discretion of the Committee.
Restricted share awards are discretionary and will normally
vest three years after grant subject to continued service and
the satisfaction of an underpin.
A post-vesting holding period will apply which means that
restricted shares may not ordinarily be sold until the second
anniversary of vesting (other than to pay relevant taxes due on
vested awards).
Dividend equivalents may accrue on vested awards normally
in relation to the vesting period and on unexercised awards
during the holding period.
The Committee has the discretion in certain circumstances to
grant and/or settle an award in cash. In practice this will only
be used in exceptional circumstances for Executive Directors.
The maximum grants which
may be made to participants
as conditional awards or
nil-cost or nominal-cost
options are 150 per cent of
salary.
The Committee will apply a qualitative underpin to
restricted share awards which will enable it,
exceptionally, to reduce vesting if, in the round, there
has been material underperformance. The factors the
Committee will consider are not exhaustive but are
likely to include the following:
• Strategic priorities: Delivery of key strategic
objectives over the vesting period including
operational performance
• Financial health: The overall financial health of the
business which may have regard to Company KPIs
including total accounting return, total property
return, total shareholder return, cash flows,
underlying profit and balance sheet strength
• Stakeholder experience: Consideration of key
stakeholders including employees, customers,
suppliers and shareholders
Restricted share awards are subject to malus and clawback
provisions as set out in the notes to this table.
All-employee share schemes
Encourage employees to build
ashareholding through the
operation of all-employee
share
plans such as the HMRC
Sharesave and SIP schemes
Executive Directors may participate in all-employee schemes
(such as HMRC Sharesave or SIP pl
ans) on the same terms as
other eligible employees.
Participation in all-employee
schemes is subject to the limits
set by HMRC from time to
time.
No malus or clawback provisions apply.
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 130
1.3 Notes to the Policy table performance measurement selection
Performance measures in the annual bonus scheme
Executive Directors may earn bonuses depending on the Company’s financial
performance and performance against individual performance targets designed to
d
eliver strategic goals. The bonus measures in place may include financial metrics
such as earnings per share, total property return and net tangible assets.
Measure Reason
Underlying earnings
per share
Rewards value growth in net rental income as well as
the management of administration, financing and other
costs.
Relative
total property
return
Rewards the additional portfolio value created by
management over and above any changes in value from
tracking the property market as a whole, as m
easured
by the MSCI Total Return All-Property Index, an external
benchmark widely used in the property industry.
EPRA net tangible
assets per share
(“NTA”)
Considered by the
Committee to be an important driver
of value creation for Shaftesbury Capital.
The metrics and weightings may change from year to year to reflect the priorities at
the start of each performan
ce year. The annual financial performance measures and
targets are set by the Committee usually in the first quarter of each year following
an analysis of external a
nd internal expectations. The Committee sets targets it
believes to be appropriately stretching, but achievable. A portion of the bonus may
be based on strategic or individual
objectives which provides a more rounded
assessment of performance.
Malus and clawback
Annual bonus and share awards (performance shares, restricted shares and
deferred bonus shares) are subject to malus (withholding) and clawback (recovery)
provisions which permit the Re
muneration Committee, at its discretion, to reduce the
size of any future award or share award granted to an Executive Director, to reduce
the size of any granted b
ut unvested share award held by an Executive Director, or
to require an Executive Director to transfer shares or make a cash payment to the
Company.
The circumstances
in which the Company may apply the recovery or withholding
provisions include
• gross misconduct of the participant;
• the participant having brought any member of the Group into material disrepute;
• material misstatement in the accounts of the Company;
• calculations based on errors or misleading information; and
• the participant being wholly or partly responsible for the Company becoming
insolvent or otherwise suffering a corporate failure so that shares cease to have
material value.
In respect
of cash award payments under the annual bonus scheme, the recovery
and withholding provisions apply for three years from the date of payment of the
award. In respect of the deferre
d element of the annual bonus, a deferred share
award (whether under the PSP or the new Share Award Plan) is subject to the
recovery and withholding provisions durin
g the period ending three years after the
date of grant.
In respect of other share awards, whether under the PSP or the new Share Award
Plan, the recovery and withholding provisions
apply during the period ending two
years from vesting. The Committee may delay vesting of a share award to enable an
investigation of the potential application of the recovery an
d withholding provisions.
The Committee views these periods as appropriate as they allow the provisions to
be applied for a number of years following the date of the award, generally aligni
ng
with the vesting and/or post-vesting holding periods.
Discretions
Under the annual bonus scheme and the long-term incentive plans, the Company uses
judgement and has standard discretions to take appropriate action in the
event of
unforeseen events which affect the schemes. Such judgement and discretions include:
• who participates in the plan, the quantum of an award (including pricing basis and
dividend equivalents) and/or payment and the timing of awards a
nd/or payments;
• determining the extent of vesting;
• treatment of awards and/or payments on a change of control or restructuring of
the Group;
• whether an Executive Director is a good/bad leaver for incentive plan purposes
and whether the proportion of awards that vest do so at the time of leaving or at
the norm
al vesting date(s);
• how and whether an award may be adjusted in certain circumstances (e.g. for a
rights issue, a corporate restructuring, a material acquisition or divestment or for
special dividend
s);
• what the weighting, measures and targets should be for the annual bonus plan and
LTIP awards from year to year;
• the Committee also retains the ability, if events occur that cause it to determine
that the conditions set in relation to incentive schemes are no longer appropriate
or
unable to fulfil their original intended purpose, to adjust targets and/or set
different measures or weightings. Any such changes would be explained in the
subsequent Directors’ remuneration report and, if appropriate, be the subject of
consultation with the Company’s major shareholders; and
• the ability to override formulaic outcomes in line with the Policy.
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 131
Payments resulting from existing arrangements
The Committee may make any remuneration payments and payments for loss of
office (including exercising any discretions it has relating to such payments) even
though they are not in line with the Policy set out in this report. This will apply where
the entitlement to the payment arose:
(i) before the 2014 AGM; (ii) at a time when
the relevant individual was not a Director
of the Company and, in the opinion of the Committee, the payment was not in
consideration for the individua
l becoming a Director of the Company; or (iii) under
aremuneration policy previously approved by the Company’s shareholders. For
these purposes entitlements arising under
the Company’s previous remuneration
policies (as approved by shareholders at the 2014, 2017, 2020 and 2023 AGMs) will
be incorporated into this Policy, ‘payments’ includes the Committee
satisfying
awards of variable remuneration, and an entitlement under an award over shares
arises at the time the award is granted.
Remuneration of employees below the Board
No element of remuneration is operated solely for Executive Directors, except for
car allowances. Shaftesbury Capital employees below the Board receive base
salary, benefits, pensio
n, and annual bonus, and some participate in the long-term
incentive schemes. However, there are some differences in operation as set out
below:
• In certain circumstances, such as recruitment, long-term incentive awards may be
granted without performance conditions or an underpin to participants belo
w the
Board
• Employees below the Board are not subject to any minimum shareholding
requirement
• Incentive awards granted to employees below the Board may not be subject to
holding periods, clawback or malus
Shareholding requirements
The Chief Executive is required to achieve a shareholding in the Company equivalent
to 300 per cent of base salary and the other Executive Directors appointed to the
Board are required to achieve a shareholding in the Company equivalent to 250 per
cent of base salary, to be achieved normally within five years by retaining at
least 50
per cent of any vested share awards (net of income tax and NIC). There is a two-year
post-cessation shareholding requirement of 200 per cent of salary for all Exe
cutive
Directors, capturing deferred annual bonus awards made from 1 January 2022 (in
respect of 2021) and all Performance Share Plan awards and restricted share
awards ma
de from 1 January 2021.
Directors’ remuneration report continued
Total ﬁxed remuner a tion Annual bonus Restricted shares Share price growth
£964
£2,737
£3,328
£3,919
100.00%
35.22%
28.96%
24.60%
21.59%
35.52%
30.16%
43.19%
35.52%
30.16% 15.08%
Below threshold
On target
Max
Max with growth
Total ﬁxed remuner a tion Annual bonus Restricted shares Share price growth
£683
£1,955
£2,379
£2,803
100.00%
34.95%
28.72%
24.37%
21.68%
35.64%
30.25%
43.37%
35.64%
30.25% 15.13%
Below threshold
On target
Max
Max with growth
1.4 Performance scenario charts
The potential reward opportunities illustrated in Figure 1 are based on the Policy
which will apply in 2026 and provide estimates of the potential future reward
opportunity for ea
ch of the Executive Directors, and the potential split between the
different elements of remuneration under three different performance scenarios:
‘Below threshold’, ‘Target’ and ‘Maxi
mum’.
The Below threshold scenario includes base salary, pension and benefits (fixed pay).
No annual bonus or restricted share elements are included (variable pay). The Target
sc
enario includes fixed pay, on-target bonus (50 per cent of opportunity) and
assumes restricted share awards vest in full. The Maximum scenario includes fixed
pay, maxim
um bonus and full vesting of restricted share awards. For variable pay,
the amounts illustrated are the normal maximum opportunities. The Maximum
scenarios also include an illustration
of the amount that would be payable under the
restricted share element if there was share price appreciation of 50 per cent
between the date of award and the date of vesting.
It shoul
d be noted that the restricted share awards granted in a year do not normally
vest until the third anniversary of the date of grant and are subject to a two-year
post-vestin
g holding period. The projected values of long-term incentives shown
here exclude the impact of share price movement and dividends (other than where
50 per cent
share price appreciation is assumed).
Figure 1
Ian Hawksworth, Chief Executive (£000)
Situl Jobanputra, Chief Financial Officer (£000)
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Shaftesbury Capital PLC | 2025 Annual Report 132
1.5 Approach to recruitment remuneration
When hiring or appointing a new Executive Director, which includes appointing an individual who is not an Executive Director but who still falls within this Policy,
theCommittee may make use of any of the existing components of remuneration, as follows:
Element of
remuneration
Policy on recruitment Maximum
opportunity
SalaryBased on scope and nature of responsibilities of the proposed role; the candidate’s experience; implications for total remuneration
positioning vs market pay levels for c
omparable roles; internal relativities; and the candidate’s current salary.
A new Director may be appointed at a salary which is less than the prevailing market rate but
increased over a period to the desired
positioning subject to satisfactory performance.
N/A
Pension A contribution in line with the level available for other employees at any given time (currently 17.5 per cent of salary) may be
offered, consistent with policy.
Consistent with the
Policy table limit
Benefits Appropriate benefits will be provi
ded, which may include the continuation of benefits received in a previous role. Consistent with the
Policy table limit
Annual bonusExecutive Directors will be eligible to participate in the annual bonus scheme on the same basis as existing Executive Directors,
pro-rated for proportion of year served.
Depending on the timing of the appoi
ntment, the Committee may deem it appropriate to set different annual bonus performance
conditions from the current Executive Directors in the first performance year of appointment.
150
per cent of
salary, consistent
with Policy table.
Restricted
shares
New Executive Directors will be eligible to participate in the long-term incentive scheme set out in the Remuneration Policy table.
A restricted share award can be made shortly following an appointment (assuming the Company is not in a prohibited period).
150 per cent of
salary, consistent
with Policy table.
Other In determining appropriate remuneration for new Executive Directors, the Committee will take into consideration all releva
nt factors
(including quantum, the nature of remuneration and where the candidate was recruited from), to ensure that arrangements are in the
best interests of Shaftesbury Capita
l and its shareholders.
Remuneration, which may be outside the usual Policy limits, may include:
• An award made in respect of a new appointment to ‘buy out’ existing incentive awards forfeited on leaving a previous employer.
In such cases the co
mpensatory award would typically be a like-for-like award with similar time to vesting, performance
conditions and likelihood of those conditions being met. The fair va
lue of the compensatory award would not be greater than the
awards being replaced. To facilitate such a buyout, the Committee may use an award under a different structu
re or an additional
award under the PSP or SAP
• A relocation package, should this be required
• For an overseas appointment, the Committee will have discretion to offer cost-effective benefits and pension provisions which
reflect local market practice and relevan
t legislation
• In the event that an employee is promoted to the Board, the Company would honour any existing contractual arrangements
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 133
1.6 Service contracts and exit payment policy
The service contracts of Executive Directors are approved by the Remuneration
Committee and are one-year rolling contracts. The commencement dates of the
current contracts
are shown below. The service contracts may be terminated by
either party giving one year’s notice to the other. It is the Company’s policy that
payments in lieu of
notice should not exceed the Director’s current salary and
benefits (including pension contributions) for the notice period. The service contracts
may be viewed at the Com
pany’s registered office.
Commencement date Notice period
Ian Hawksworth 17 May 2010 12 months
Situl Jobanputra 1 January 2017 12 months
The Committee will be entitled to enter into a settlement agreement with a Director,
and may pay a Director’s legal fees in relation to any settlement ag
reement. The
Committee may make additional incidental payments, which are not material in
quantum, to a departing Director on exit, if appropriate, for example in settle
ment of
disputes or to pay other incidental sums in connection with the exit. The Committee
may pay what it feels are reasonable outplacement fees where considere
d
appropriate.
When considering exit payments, the Committee reviews all potential incentive
outcomes, having regard to the reason for leaving and the Director’s performanc
e.
The payment of any annual bonus is subject to the discretion of the Committee, and
both the cash and deferred share elements of an annual bonus would normally
be
payable at the normal payment date. Any deferred share element could be paid in
cash. Any outstanding deferred bonus may be released or paid in cash, subject to
cla
wback for a period of three years from the date of grant.
An individual would generally be considered a ‘good leaver’ if they left the Group’s
employment for reasons inc
luding injury, ill-health, disability approved by the
Committee, redundancy, retirement with the agreement of the employing company,
the employing company ceasing to be a
member of the Group, the transfer of the
undertaking or part of the undertaking in which the Director works to a person which
is not a member of the Group, or in any
other circumstances at the discretion of the
Committee. The table below summarises how PSP or restricted awards are typically
treated in specific leaver circumstances, with the final
treatment remaining subject to
the Committee’s discretion. For example, an individual may be considered a ‘good
leaver’ for any other reason at the absolute discretio
n of the Committee, and the
vesting of awards may be reduced for ‘good leavers’.
Reason for
leaving
Timing of
vesting
Treatment of awards
Good
leaver
Normal
vesting date,
although the
Committee
has discretion
to accelerate
Awards are normally pro-rated for time and
remain subject to outstanding performan
ce
conditions. Where vesting is accelerated, the
Committee will determine the extent to which the
performance conditions or underpin had been
satisfied at the date of leaving. The hol
ding period
would continue to apply.
Change of
control
ImmediatelyAwards will normally be pro-rated for time and
remain subject to performance conditions or
underpin.
However, the Committee has discretion to allow
awards to vest in full in such circumstances if it
deems this to be fair and reasonable. The holding
period wo
uld cease to apply.
Any other
reason
Awards
lapse
There are no obligations on the Company contained within the existing Directors’
service contracts which would give rise to pay
ments not disclosed in this report.
The service contracts of any future-appointed Directors will provide for mitigation
inthe event of termination.
1.7 Non-executive Director Policy table
The Non-executive Directors do not have service contracts but instead have letters
of appointment. The letters of appointment of the Non-executive Directors are
reviewed by the Board annually and contain a one-month notice period. The
Chairman’s letter of appointment contains a three-month notice period. The letters
of appointment
may be viewed at the Company’s registered office.
Non-executive Directors seeking re-election at 2026 AGM: dates of appointment
and unexpired terms
Date of appointment Unexpired term as at 31 December 2025
Jonathan Nicholls 6 March 2023 6 months
Richard Akers 6 March 2023 6 months
Ruth Anderson 6 March 2023 6 months
Madeleine Cosgrave1 August 20246 months
Sian Westerman 1 September 20246 mo
nths
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 134
The table below summarises each of the components of the remuneration package for the Non-executive Directors (including the Chairman). The Non-executive Directors do
not receive any pension, bonus or long-term incentive benefits from the Company. This policy also applies to the recruitment of new Non-executive
Directors.
Purpose and link to strategy Operation Maximum opportunityPerformance metrics
Fee
To recruit and retain
appropriately qualified
Non-executive Directors
The Chairman and Non-executive Director fees are reviewed on
anannualbasis.
The Board and Co
mmittee review fees with reference to:
• Other property companies
• UK companies of a similar size
• The time that Non-executive Directors are required to devote to the role
In exceptional circumstances, if there is a temporary yet material increase
in the time commitmen
ts for Non-executive Directors, the Board may pay
extra fees on a pro-rata basis to recognise the additional workload.
Non-executive Director fees may
include a basic fee
and Committee/
SID fees or fees for additional
responsibilities as disclosed in the
Annual report on remuneration.
These are set at a level that is
considered appropriately
competitive in
light of market
practice, and will not exceed the
aggregate fees permitted by the
Company’s Articles of Association.
N/A
Benefits
To be appropriately
competitive with those
offered at c
omparator
companies
Non-executive Directors will be covered by the Company’s travel insurance
policy should they be required to travel on Company business
.
Any reasonable business-related expenses can be reimbursed (including tax
thereon if determined to be a taxable benefit).
Directors may receive seasonal gifts and a gift
on leaving the Board
(including payment of any tax thereon), in appropriate circumstances.
The maximum value of the benefits
provided to Non-executive
Directors wi
ll be the cost of
purchasing them in the market.
N/A
1.8 External directorships
The Company’s policy is to encourage each Executive Director to take up one or more non-executive directorships, subject to Board approval. Fees received for serving as
anon-executive director of a company outside the Shaftesbury Capital Group are retained by the Executive Director.
1.9 Consideration of conditions elsewhere in the Company
When setting Executive Director pay the Committee considers the remuneration and overall conditions of all employees. As Shaftesbury Capital has a relatively small
workforce, the
Committee does not consult with employees when deciding Remuneration Policy, but it receives regular updates from the Head of HR on salary increases,
bonus and share
awards made to Group employees and is aware of how the remuneration of Directors compares with that of other employees. For example, salary increases
are generally no higher
than increases awarded to other employees, which are set with reference to market data.
1.10 Consideration of shareholder views
It is the Committee’s policy to engage with major shareholders as appropriate. For example, prior to finalising any major changes to its executive Remuneration Policy.
Shareholder feedback on the 2026 Remuneration Policy and investor guidelines were considered by the Committee when preparing the Remuneration Policy, and feedback
was incorporated
into the design of the final Policy.
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 135
Ian Hawksworth
Composition of 2025 single figures (%)
Salary
16.0%
ØƉØòıýǹòýĸýǇŪţ
0.8%
ýĸţěŁĸ
2.8%
Łĸůţ
20.7%
PSP award
48.2%
ĘØşýǹŜşěóýǹđşŁƄŪĘ
11.4%
ĘØşýǹŜşěóýǹđşŁƄŪĘ
11.4%
Salary
16.0%
ØƉØòıýǹòýĸýǇŪţ
0.6%
ýĸţěŁĸ
2.8%
Łĸůţ
21.1%
PSP award
48.1%
Situl Jobanputra
Ian Hawksworth
Composition of 2024 single figures (%)
Salary 47% ØƉØòıýǹòýĸýǇŪţǹǑǿǒɬ ýĸţěŁĸǹǗǿǑɬ ŁĸůţǹǓǑǿǔɬ PSP N/A
ØıØşƊǹǓǕǿǓɬ
ØƉØòıýǹòýĸýǇŪţǹǑǿǑɬ
ýĸţěŁĸǹǗǿǐɬ
ŁĸůţǹǓǒǿǒɬ PSP N/A
Situl Jobanputra
2. Annual report on remuneration
This section of the Directors’ remuneration report explains how Shaftesbury
Capital’s current Remuneration Policy has been implemented during the year.
Thereport is made up of
the following parts:
Subject Issue
Pay outcomes for 2025 2.1 Single total figure of remuneration
2.2 Annual bonus outcomes for 2025
2.3 PSP awards vesting in relation to 2025
performance
2.4 Paym
ents for loss of office
2.5 Payments to previous Directors
Directors’ share
ownership and share
interests
2.6 PSP and deferred bonus awards granted in 2025
2.7 Outstanding PSP a
nd deferred bonus awards
2.8 Statement of Directors’ shareholdings and share
interests
Implementation of the
Policy in 2026
2.9 Implementation of the Remuneration Policy
in2026
Pay comparison 2.10 Percentage change in Directors’ remuneration
versus employee pay
2.11 Chief Executive pay ratio
2.12 Chief Executive single figure of total
remuneration
history and TSR performance
2.13 Relative importance of spend on pay
Remuneration
Committee membership,
governance and voting
2.14 Independent adviser to the Remuneration
Co
mmittee
2.15 Shareholder voting
Directors’ remuneration report continued
Pay outcomes for 2025
2.1 Single total figure of remuneration
What is included in the 2025 single figure?
• The salary or fees paid in the year for the period of qualifying service
• The value of any benefits, on a gross-of-tax basis, where applicable
• The 2025 annual bonus awarded for the year – including both cash and the
deferred elements
• The expected value of any long-term incentive awards due to vest
• The cash value of any pension contribution or allowance in lieu
The figures below illustrate the contribution that each element of the Executive
Directors’ rem
uneration made to the single figure disclosures.
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Shaftesbury Capital PLC | 2025 Annual Report 136
The table below shows the single total figure of remuneration for each Director in 2025 and 2024. The charts on the previous page illustrate the contribution that each
elem
ent of remuneration made to the total remuneration of the Executive Directors.
Single figure of remuneration 2025 and 2024 (Audited)
Executive Directors
Base salary
£’000
Taxable benefits
1
£’000
Pension-related
benefits
2
£’000
Annual bonus
3
£’000
PSP vesting
4
£’000
Total fixed
remuneration
£’000
Total variable
remuneration
£’000
Total
£’000
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Current Executive Directors
Ian Hawksworth 765 747 3837134 131 990 675 2,846 - 937 915 3,836 675 4,773 1,590
Situl Jobanputra 549 5361925 9694 723 500 2,042-664 655 2,765 500 3,429 1,155
1. Comprises medical insurance, permanent health insurance, life assurance, travel insurance and car allowance and/or benefit-in-kind value of company car, where applicable.
2. Comprises payments in lieu of pension contributions to each of the Executive Directors. No Director participated in a defined benefit pension
scheme.
3. Part of the annual bonus earned is deferred into Shaftesbury Capital PLC shares or nil-cost options for three years, subject to forfeiture should the Executive Director leave
the Company. For 2025 and 2024, 40 per cent
of the bonus is deferred into shares.
4. The 2025 disclosure comprises the estimated value on maturity of the 2023 PSP awards which have a
performance period that ran from 2023 to 2025, and are expected to vest in early 2026. These awards have been
included in the 2025 single figure as the performance cond
itions relating to these awards had been substantially (but not fully) completed during 2025. The disclosure has been calculated based on an estimate that 97.8
per cent of the
PSP awards will vest, using the average share price over the period 1 October to 31 December 2025 of 141.86 pence. Dividend equivalents have been included, calculated on a reinvestment basis. The
actual vesting value of the 2023 PSP, based on actual performance and the share price at the vesting date, will be disclosed in ne
xt year’s report.
Chairman and Non-executive Directors
Fees £’000 Taxable benefits
3
£’000 Total remuneration £’000
2025 2024 2025 2024 2025 2024
Current Non–executive Directors
Jonathan Nicholls 315 31434318318
Richard Akers 110 110 1 1 111 111
Ruth Anderson 97 95 ––97 95
Madeleine Cosgrave
1
81 33 ––81 33
Sian Westerman
1
81 27 ––81 27
Former Non–executive Directors
Charlotte Boyle
2
–56 – – –56
Helena Coles
2
–7 – – –7
Anthony Steains
2
–7 – – –7
Jennelle Tilling
2
–7 – – –7
1. Madeleine Cosgrave was appointed to the Board on 1 August 2024. Sian Westerman was appointed to the Board on 1 September 2024.
2. Helena Coles, Anthony Steains and J
ennelle Tilling stepped down from the Board on 31 January 2024. Charlotte Boyle stepped down from the Board on 31 August 2024.
3. Comprises medical insurance and travel expen
ses relating to Board meeting attendance where these are taxable, or would be if the Director were resident in the UK for tax purposes. Where applicable, the Company pays
the tax payable on N
on-executive Director expenses as they are incurred in the fulfilment of Directors’ duties.
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 137
2.2 Annual bonus outcomes for 2025 (Audited)
Opportunity
Executive Directors had the opportunity to earn bonuses of up to 150 per cent of salary for performance in 2025. 40 per cent of the total amount of any bonus earned is
deferred for three years, subject to forfeiture should the Executive Director leave the Company.
Performance measures and targets
Bonuses for the year ended 31 December 2025 were based 75 per cent on financial performance, and 25 per cent on individual performance.
Financial measures: T
he 2025 bonus included three financial measures with the following weightings:
• EPRA net tangible assets per share (25/75)
• Underlying earnings per share (30/75)
• Relative total property return (20/75)
Non-financial measures: The Committee assessed individual performance against a set of non-financial objectives which al
ign with the Company’s objectives outlined on
pages 12 and 13 of this Annual Report. A summary of the achievement against the Directors’ non-financia
l objectives is set out on pages 139 to 140.
Outcome of 2025 annual bonus performance measures (Audited)
The performance targets that applied in respect of the year ended 31 December 2025 and the Company’s performance against them are set out below:
The Company’s perform
ance against the financial performance targets set for the year ended 31 December 2025 achieved the maximum target for TPR and underlying EPS,
and EPRA NTA perfor
mance was between target and maximum. Accordingly, 86.67 per cent of maximum becomes payable to the Executive Directors in respect of the
financial performanc
e measures. No discretion was applied by the Committee to adjust the formulaic outcomes.
Performance measure WeightingTarget rangeActual performance
% of bonus opportunity
awarded (out of 100%)
Threshold
(10% payout)
Target
(50% payout)
Maximum
(100% payout)
Net tangible assets per share 25/75 207.5p 213.5p 219.5p 214.7p 60%
Underlying earnings per share 30/75 4.0p 4.2p 4.5p 4.5p 100%
Relative total property return 20/75
Equal to MSCI
Total Return All-
Property I
ndex
Outperformance
of 0.5%
Outperformance
of 1.5%
3 percentage point
outperformance 100%
Non-financial objectives 25 per cent Disclosure of objectives an
d their achievement is set out on the following page85-91%
Total bonus 86.25-87.75%
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 138
The Committee set clear non-financial measures for each Executive Director, which were split into five categories covering strategic business priorities. The relative weighting
of the c
ategories varied reflecting the nature of each role. After the year end, the Committee considered the performance of each Executive Director against their non-
financial targets
for 2025. A summary of the assessment of performance against these objectives and the key achievements in the year is set out below.
Area Director Achievements
Ian HawksworthSitul Jobanputra
Corporate 45/50 23/25 • Delivered effective progression of corporate strategy, including capital rotation and introduction of third-party capital
• Share price performance amongst strongest in sector
• Successful completion of Covent Garden partnership with NBIM
• Delivered significant reduction in LTV and improvement in liquidity
• Progressed initiatives to deliver continued cost savings
• Delivered effective investor relations programme including introduction of new shareholders and enhancement
ofrelationships with existing holders
• Effective risk management
People/
positive
impact
12/15 12/12.5 • Continued development of positive and progressive working culture
• Effectively addressed priorities identified from first employee survey
• Positive results of employee survey and year-on-year improvement of employee engagement score to 84 per cent
• Delivery of development programmes for individuals and to develop core skill sets across the business
Financial N/A22.5/25 • Delivery of a wide range of improvements to financing structure and metrics including reduction of net debt to EBITDA,
extension of debt maturity profile,
reduction of marginal borrowing costs, liquidity management and interest rate
hedging.
• Evolution of internal and external reporting and data management with enhanced timing, analysis and efficiencies
Customer/
transactions,
performance
and
technology
12/15 22/25 • Completion of comprehensive customer service review and survey, with engagement score adopted
• Development of customer strategy which is being rolled out across the business and service partners
• Delivered excellent leasing and asset management activity resulting in 6.2 per cent ERV growth and 6.6 per cent
valuation growth
• 434 leasing transactions, representing £38.8 million of rent, completed 10.3 per cent ahead of December 2025 ERV
and13.9 per cent ahead of previous passing rent
• High occupancy maintained across the portfolio with only 2.6 per cent of ERV available to let
• Established roadmap for enhanced data, systems and processes to be delivered over coming years
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 139
Area Director Achievements
Ian HawksworthSitul Jobanputra
Community,
social
contribution
and
sustainability
16/20 11.5/12.5 • Championed Company-wide support for Sustainability and Community Investment strategies and participated
ininitiatives during the year
• Implemented TOMs framework to quantify the social value of our initiatives, achieving a social value of £5.9 million
• Introduced sustainability-linked financing framework
• Improved proportion of portfolio rated EPC A to C to 94 per cent by ERV
• 8 per cent annual reduction in total Scope 1, 2, and 3 greenhouse gas emissions
• Progressed practical initiatives across the portfolio including improving the coverage of utility meter data and removal
ofgas boilers
Total 85/100 91/100
Directors’ remuneration report continued
The Committee believes this is a fair reflection of the overall performance of the
Executive Directors during the performance period. As a result, the following awards
are esti
mated to vest to the Executive Directors and the values are included in the
single figure of remuneration table:
Executive
No. of awards
granted
No. of awards
expected to vest
Value of awards including
dividend equivalent
1,2
Ian Hawksworth 1,926,4831,884,004 £2,846,437
Situl Jobanputra 1,381,753 1,351,285 £2,041,582
1. Dividend equivalents have been included on vested awards, calculated on a reinvestment basis.
2. Using the average share price over the period 1 October to 31
December 2025 of 141.86 pence.
2.4 Payments for loss of office (Audited)
No payments for loss of office were made during 2025.
2.5 Payments to previous Directors (Audited)
During 2025, no payments were made to previous Directors that fall within the
disclosure requirements of the Remuneration Regulations.
The financial and non-fina
ncial outcomes have resulted in bonuses of between
86.25per cent and 87.75 per cent of maximum for 2025 for the Chief Executive and
Chief Financial Officer respec
tively. The Committee believes this is a fair reflection
of the overall performance of the Executive Directors during the year.
Summary of Executive Directors’ annual bonuses (Audited)
Executive Director Cash 60%
Deferred
shares 40% Total
Ian Hawksworth £593,831 £395,888 £989,719
Situl Jobanputra £433,572 £289,049£722,621
2.3 Performance share awards vesting in relation to 2025 performance
Performance shares granted 23 March 2023 are due to vest in 2026 and are subject
to two performance criteria, each with a 50 per cent weighting:
Measure
Threshold
(25%)
Maximum
(100%)
Actual/estimated
outcome
1
Actual/estimated
vesting (out of 100%)
2
Relative TSR v FTSE
350 REITs (50%)Median
Upper
Quartile
Above Upper Quartile
(3rd out of 17 companies) 100%
Relative TAR v FTSE
350 REITs (50%)Median
Upper
Quartile
Between Med
ian and
Upper Quartile
(5th out of 17 companies)
95.59%
(estimated)
Total 97.80%
1. Whilst the Relative TSR condition has been finalised, the Relative TAR is based on estimated performance
as at 31 December 2025 and will not be fully finalised unti
l prior to vesting.
2. Any change in outcomes will be restated in next year’s report along with the value of the awards based
onthe share price on vesting.
Performance against 2025 non-financial performance targets continued
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Shaftesbury Capital PLC | 2025 Annual Report 140
Directors’ share ownership and share interests
2.6 PSP and deferred bonus awards granted in 2025 (Audited)
2025 PSP awards
On 26 March 2025, the following PSP awards, structured as nil-cost options, were granted to Executive Directors:
Scheme
Market price on
date of grant
1
Basis of award
Number of
awards
Face value of
awards
Percentage
vesting at
threshold
2
Performance
period end
3
Ian Hawksworth
PSP –
nil-cost options
123.4p 300% of salary
1,859,805 £2,294,999
25% 31 December 2027
Situl Jobanputra 1,334,683 £1,646,999
1. The awards were granted at a price of 123.4 pence, being the three-day average share price prior to grant.
2. Threshold vesting under each performance condition.
3. The performance
period runs from 1 January 2025 to 31 December 2027.
The awards will become exercisable on 20 March 2028 and are subject to two performance criteria, each with a 50 per cent weighting:
Threshold (25%)Maximum (100%)
Relative TSR v FTSE 350 REITs (50%) Median Upper quartile
Relative TAR v FTSE 350 REITs (50%) Median Upper quartile
The Remuneration Committee retains the ability to exercise downward discretion when determining the vesting of the awards.
Deferred bonus awards
On 26 March 2025, deferred bonus awards were granted to the Chief Executive and Chief Financial Officer. These awards represent the deferred element of the annual
bonus awarde
d in respect of 2024 reported within the Company’s 2024 Annual Report.
Scheme
Market price on
date of grant
1
Basis of award
Number of
awards
Face value of
awards
Ian Hawksworth
Deferred bonus –
nil-cost options
123.4p
40% of 2024
annual bonus
218,833 £270,040
Situl Jobanputra 162,233 £200,195
1. The awards were granted at a price of 123.4 pence, being the three-day average share price prior to grant.
Directors’ remuneration report continued
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2.7 Outstanding PSP and deferred bonus awards (Audited)
Outstanding awards made under the PSP
a) Annual PSP awards
1,2
Year granted
Option price
(pence) if any
Held at
1 January 2025
Granted during
the year
Exercised
during the year
Lapsed during
the year
Held at
31 December
2025
Exercisable
during or
between
Ian Hawksworth 2025 Nil–1,859,805 ––1,859,805 2028-2035
2024Nil 1,686,230 ––1,686,230 2027–2034
2023 Nil 1,926,483 –––1,926,483 2026–2033
Situl Jobanputra 2025 Nil–1,334,683 ––1,334,683 2028-2035
2024Nil 1,209,932 –––1,209,932 2027–2034
2023 Nil 1,381,753 –––1,381,753 2026–2033
Total 6,204,398 3,194,488 – – 9,398,886
1. Subject to three-year performance conditions, as set out in each year’s Directors’ remuneration report.
2. Subject to a two-year post-vesting holding period.
b) Deferred bonus awards
Year granted
Option price
(pence) if any
Held at
1 January 2025
Granted during
the year
Exercised
during the year
Lapsed during
the year
Held at
31 December
2025
Exercisable
during or
between
Ian Hawksworth 2025 Nil–218,833 218,833 2028-2035
2024Nil 270,033 –––270,033 2027–2034
2023 Nil 356,864 –––356,864 2026–2033
Situl Jobanputra 2025 Nil–162,233 162,233 2028-2035
2024Nil 196,613 –––196,613 2027–2034
2023 Nil 237,023 –––237,023 2026–2033
Total 1,060,533 381,066 1,441,599
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 142
2.8 Statement of Directors’ shareholdings and share interests (Audited)
a) Directors’ shareholdings
The beneficial interests in the shares of the Company for each Director who served
during the 2025 financial year, as at 31 December 2025 (and which are unchanged as
at 2
4 February 2026, being a date not more than one month before the date of the
Notice of 2026 Annual General Meeting), are set out in the table below.
Directors’ shareholdings (including connected persons) – 2025 and 2024 (Audited)
2025 2024
Executive Director
Ian Hawksworth
1
2,245,623 2,245,623
Situl Jobanputra
1
910,779 910,779
Non–executive Director
Jonathan Nicholls 192,970 192,970
Richard Akers 133,550 133,550
Ruth Anderson 16,780 16,780
Madeleine Cosgrave40,000 –
Sian Westerman 15,000 –
1. Excludes deferred bonus awards.
The Chief Executive is required to achieve a shareholding in the Company equivalent
to 300 per cent of base salary and, under the 2023 Policy, the Chief Financ
ial Officer
is required to achieve a shareholding in the Company equivalent to 200 per cent of
base salary, to be achieved by retaining at least 50 per cent of
any vested share
awards (net of tax).
The current shareholdings of the Executive Directors, and their value based on a
share price of 145.0 pence, being the price of a
Shaftesbury Capital PLC share on
31 December 2025 (being the last day for trading during the year), are illustrated in
the chart below. The value of the Executive Directors’ shareholding for the purposes
of meeting the shareholding guideline is 511 per cent of salary for the Chief
Executive and 324 per cent of salary for the Chief Financial Officer.
The shares which are in
cluded in these holdings are: those held beneficially by the
Director, their spouse or dependant family members; shares held within ISAs, PEPs
or pensions; shares that are subje
ct to a pre-vesting holding period, such as
deferred bonus; and vested but unexercised awards. The last three categories are
included on a net-of-tax basis.
b) Directors’ share interests (Audited)
Details of Executive Directors’ share scheme interests, including information on
vested and unvested share awards that remain subject to performance, are set out
in
the table below:
(i) Summary of Executive Directors’ interests in shares and share schemes
1
Executive Director Shares held
Nil–cost option
awards in
respect of
deferred bonus
Awards no
longer subject
to performance
conditions
Nil–cost option
awards
subject
to performance
conditions Total
Ian Hawksworth 2,245,623 845,730 – 5,472,518 8,563,871
Situl Jobanputra 910,779 595,869 – 3,926,368 5,433,016
Total 3,156,402 1,441,599 – 9,398,886 13,996,887
1. There are no vested but unexercised share options.
The market price of Shaftesbury Capital PLC shares on 31 December 2025 (being
the last day for trading during the year) was 145.0 pence, and during the year the
price varied between 113
.5 pence and 161.2 pence.
2.9 Implementation of the Remuneration Policy in 2026
Salary
The Executive Directors’ salaries are reviewed annually. For 2026, effective from
1 January, the Chief Executive and Chief Financial Officer have received an increase of
3per
cent, which is in line with the underlying wider workforce increase of 3 per cent.
The salaries for the Executive Directors are set out in the table below:
Executive Director salaries – 2025 and 2026
2026 2025
Percentage
increase
Ian Hawksworth £788,000 £765,000 3%
Situl Jobanputra £565,000 £549,000 3%
Directors’ remuneration report continued
Value of Executive Director shareholdings and share interests as at 31 December 2025
(Audited)
Ian Hawksworth
Actual holding as a % of base salary
Shareholding guideline
Deferred bonus (net of tax) as a % of base salary
Situl Jobanputra
511%
324%
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Shaftesbury Capital PLC | 2025 Annual Report 143
Pension and benefits
Executive Directors receive a pension contribution or cash allowance of 17.5 per
cent of salary, which is aligned with the workforce contribution rate, and ben
efits
asdescribed in the Remuneration Policy on page 129.
Annual bonus
Opportunity
The annual bonus opportunity will remain unchanged for 2026 at 150 per cent of
salary. 40 per cent of any bonus awarded will be deferred into shares for three
years unless an Exe
cutive Director has met their shareholding requirement, in which
case 20 per cent of the bonus award will be deferred into shares for three years.
Performance conditions
For 2026, the three financial measures and weightings will remain unchanged from
2025. The Committee considers NTA per share, underlying EPS and total property
return to be well ali
gned with shareholders’ interests.
Performance
conditions
Weighting Description
EPRA net tangible
assets per share
25/75 A key measure driving the long-term potential
of our assets
Underlying
earnings per share
30/75 Rewards value growth in net rental income as
well as success in managing costs. Weighting
reflects the importance of delivering cost
savings and operating efficiencies
Relative total
property return
20
/75 Rewards the additional portfolio value created
by management over and above any changes
in value from tracking the property market as
a whole, as measured by the wi
dely-used
MSCI Total Return All-Property Index
The remaining 25 per cent of the bonus will be based on non-financial and
sustainability objectives.
The TP
R target is included in the Company’s KPIs on page 14. The KPIs are in part
dependent upon the occurrence of certain discrete events. Therefore, whilst the
ou
tperformance targets that apply to the long-term incentives are disclosed, the
Board has decided that, as the Group operates in specific locations within the
competitive central Lon
don property market, prospective disclosure of specific
short-term NTA and EPS targets, or non-financial performance targets, would
provide a level of information to counterparties that could prejudice the Company’s
commercial interests. The Committee will publish the performance targets
retrospectively o
nce they have ceased to be commercially sensitive, which is
expected to be when the bonus amounts are determined.
Further information on the Company’s KPIs can be found on pages 14 to 15 ->
Restricted share awards
Subject to approval of the new Directors’ Remuneration Policy and Share Award
Plan at the 2026 Annual General Meeting, restricted share awards of 150 per cent
of2026 salary
will be made to each Executive Director as awards of nil-cost options
under the Share Award Plan. The awards will vest contingent upon the Director still
bei
ng employed by the Company. A two-year post-vesting holding period will apply.
There is a default to vesting, however the awards will be subject to a qualitative
un
derpin which would allow the Committee, exceptionally, to reduce vesting if, in the
round, there has been material underperformance. The factors that the Committee
will consider are not exha
ustive, but are likely to include strategic priorities, financial
health and stakeholder experience. The first restricted share awards to Executive
Directors are planned for
grant as soon as practicable following approval of the new
Policy. The reference market value that will be used to set the number of shares
under such awards is c
urrently expected, for parity, to be the same three-day
average closing middle market quotation value used in relation to awards planned
for grant below Board in March
2026.
Chairman and Non-executive Director remuneration
The Committee reviews the Chairman’s fee and the remuneration of the Non-
executive Directors is considered by the Board. The fees paid to the Chairman and
Non-executive Dire
ctors are reviewed annually, although fees may not be increased
every year. Following the 2025 review, it was agreed that the Chairman and Non-
executive Director fees would be
increased by 3 per cent, which is in line with the
underlying increase awarded to employees. The fees which will take effect from
1 May 2026 are set out in the tab
le below:
2026 Chairman and Non-executive Director remuneration
2026 2025
Chairman£327,300 £317,750
Non-executive Director basic fee £68,500 £66,625
Committee member £5,300 £5,125
Committee Chairman£21,100 £20,500
Senior Independent Director £14,150 £13,735
Directors’ remuneration report continued
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Shaftesbury Capital PLC | 2025 Annual Report 144
Pay comparison
2.10 Percentage change in Directors’ remuneration versus employee pay
The table below shows the year-on-year percentage change in the remuneration for the years ended 31 December 2025, 31 December 2024, 31 December 2023,
31 December 2022 an
d 31 December 2021 of each Director compared with the average year-on-year percentage change in remuneration of a comparator group of
Shaftesbury Capital employees:
Salary/fees (% change)Benefits (% change) Annual bonus (% change)
2025 2024 2023
1
2022 2021 2025 2024 2023
2
2022 2021 2025 2024 2023 2022 2021
Executive Directors
Ian Hawksworth 2.41 3.89 8.28 3.75 0.79 2.70 (9.76) 32.26 10.71 7.69 46.67 (24.75)-10.92 42.23 N/A
Situl Jobanputra 2.43 5.30 15.423.76 1.67-24.00 (10.71)40.00 –1
6.67 –4.00 44.60(23.43)-2.39 42.34N/A
Non-executive Directors
3
Jonathan Nicholls 0.32 25.60 N/A N/A N/A-25.00 00.00 N/A N/A N/AN/A N/A N/A N/A N/A
Richard Akers 0.00 39.24N/A N/A N/A 0.00 30.90 N/A N/A N/AN/A N/A N/A N/A N/A
Ruth Anderson 2.11 23.38N/A
N/A N/AN/A N/A N/A N/A N/AN/A N/A N/A N/A N/A
Madeleine Cosgrave 145.45N/A N/A N/A N/AN/A N/A N/A N/A N/AN/A N/A N/A N/A N/A
Sian Westerman 200.00 N/A N/A N/A N/AN/A N/A N/A N/A N/AN/A N/A N/A N/A N/
A
Average employee
4
4.83 6.88 13.23 10.3 4.63 14.31 1.16 13.13 2.95 30.51 23.02 (23.95) 33.6320.99 54.18
1. Changes in Executive Directors’ salaries in 2023 reflected the increased scope of roles following completion of the merger.
2. Changes in Executive Directors’ benefits ref
lected inclusion of permanent health insurance and life insurance in the 2023 figure in addition to the increased cost of health insurance. Due to the relatively small values
ofthese amounts, small absolute changes can result in large percentage changes.
3. Jonathan Nicholls, Richard Akers and Ruth An
derson joined the Board on completion of the merger and therefore only received fees from 13 March 2023. Madeleine Cosgrave and Sian Westerman were appointed during
2024 and only
received fees from 1 August 2024 and 1 September 2024 respectively.
4. As Shaftesbury Capital PLC has no direct employees, information for Group employees has been disclosed on
a voluntary basis. To allow a meaningful comparison, the analysis for employees is based on a consistent
group of individuals for each comparison, being those employed
by the Group at both 1 January and 31 December of each period, and has been calculated on a full-time equivalent basis. The Directors are excluded from
the average e
mployee figures.
2.11 Chief Executive pay ratio
As Shaftesbury Capital has fewer than 250 employees, it is not legally required to report pay ratios. However, the ratios below are disclosed on a voluntary basis.
The table below sets o
ut the remuneration of Ian Hawksworth, who has been Chief Executive since 2010, compared with the 25
th
, median and 75
th
percentile employee within
the employee reference group as at 31 December 2025. Option A as defined in the Companies (Miscellaneous Reporting) Regulations 2018 was used to
calculate the ratios, as
this calculation methodology was considered to be the most accurate method. For 2025, the employees included in the calculation are those employed by the Group
at year
end, on a full-time equivalent basis.
Directors’ remuneration report continued
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 145
The figure for Executive Directors’ remuneration is the single figure of remuneration
for each financial year:
Year Method 25
th
percentile pay ratio Median pay ratio 75
th
percentile pay ratio
2025 Option A53.5:135.2:121.2
2024Option A20.1:112.8:17.6:1
2023 Option A 43.6:126.5:114.1:1
2022 Option A 31.0:117.3:110.9:1
2021 Option A 23.9:114.2:19.5:1
2020 Option A14.4:17.9:1 6.
0:1
The remuneration used to calculate the 2025 pay ratios is set out below:
Chief
Executive
£000
25
th
percentile
£000
Median
£000
75
th
percentile
£000
Base salary 7655780128
Total remuneration 4,773 89136 225
Due to the relative weighting of variable remuneration for the Executive Directors,
the pay ratios will be significantly smaller in years when PSP awards do not vest.
The
higher ratio in 2025 is due to the anticipated vesting of the 2023 PSP awards and
share price accretion. In addition, due to the Group’s relatively small number of
em
ployees, the ratios calculated may vary between years as a result of employees
joining or leaving the Group.
2.12 Chief Executive single figure of total remuneration history and TSR performance
The first chart below shows the total shareholder return at 31 December 2025 of
£100 invested in Shaftesbury Capital at the start of trading on 6 March 2023, on
completion of the mer
ger with Shaftesbury PLC, compared with the FTSE 350 Real
Estate Index. The Committee considers this benchmark to be the most relevant
benchmark for the Company’s performance.
As re
quired under the remuneration regulations, the second chart shows the total
shareholder return at 31 December 2025 of £100 invested in Capital & Counties
Properties PLC (now Shaftesbury Capital PLC
) on 1 January 2015, when the business
had a very different portfolio and business model, compared to the same index.
The table below the graphs shows, for each financial
year, information on the
remuneration of Ian Hawksworth, who has been Chief Executive since 2010.
Financial year 2016 2017 2018 2019 2020 2021 2022 2023
1
2024 2025
Single figure £’000 918 1,307 991 1,566 813 1,510 2,121 3,723 1,590 4,773
Annual bonus % of max 21.25 61.6023.75 83.33 0 73.75 100.00 82.50 60.25 86.25
MSP vesting % of max 000N/A N/A N/A N/A N/A N/AN/A
P
SP vesting % of max 0000002563 and 66.72 N/A 97.80
1. PSP vesting for the 2021 and 2022 PSP awards. Note that awards were also subject to pro-rating for time.
Directors’ remuneration report continued
31 Dec
2025
06 Mar
2023
31 Dec
2023
31 Dec
2024
0
30
60
90
120
150
RE FTSE 350 Shaftesbury Capital
31 Dec
2020
31 Dec
2021
31 Dec
2022
31 Dec
2023
31 Dec
2024
31 Dec
2025
31 Dec
2015
31 Dec
2016
31 Dec
2017
31 Dec
2018
31 Dec
2019
0
30
60
90
120
150
RE FTSE 350 Shaftesbury Capital
Date of merger
Total shareholder return since merger
10-year total shareholder return
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 146
2.13 Relative importance of spend on pay
The bar charts below illustrate dividends paid and total employee pay expenditure (which includes pension, variable pay and National Insurance) for the financial years ended
31 December 2024 and 31 December 2025, and the year-on-year change in each. The aforementioned measures are those prescribed by the remuneration disclosure
regulations; howe
ver, they do not reflect Shaftesbury Capital’s KPIs, which are explained on pages 14 and 15. Accordingly, bar graphs showing Shaftesbury Capital’s one-year
TPR and TA
R are also included.
1. £4.7 million (2024: £4.3 million) of the total dividend paid during 2025 was retained by a Group-controlled entity following the dividend threshold test as set out in the exchangeable bond conditions.
Remuneration Committee adviser and voting
2.14 Independent adviser to the Remuneration Committee
The Committee appointed FIT as its independent remuneration adviser in 2023 following a competitive tender. FIT is a member of the Remuneration Consultants Group and
adheres to its
code of conduct. The Committee has received confirmation of independence from FIT, and is satisfied that the advice received was objective and independent.
In add
ition to advice provided to the Committee, FIT provided share award valuation and share plan implementation services to the Company. During 2025, the Company
was charged a
total of £64,926 by FIT in respect of advice to the Committee. Fees were charged on a time spent basis other than work relating to the review of the Directors’
Remuneration Policy, whic
h was charged on a fixed-fee basis.
2.15 Shareholder voting
The table below shows the results of the advisory vote on the 2024 Directors’ remuneration report at the 2025 AGM and the binding vote on the current Remuneration Policy
at the 2023 A
GM.
Voting on remuneration report at the 2025 AGM and Remuneration Policy at the 2023 AGM
Year Votes for % for Votes against % against Total votes cast
Votes withheld
(abstentions)
2025 Approval of remuneration report 1,434,573,784 96.69 49,105,673 3.31 1,483,679,457 10,468,486
2023 Approval of Remuneration Policy1,279,525,790 89.18 155,218,84910.821,434,744,639 10,790,790
This Directors’ remuneration report was approved for issue by the Board of Directors on 24 February 2026.
Richard Akers
Chairman of the Remuneration Committee
Directors’ remuneration report continued
Total property return (%)
2025
2024
7.6
+2.5
10.1
+2.1
Total accounting return (%)
2025
2024
7.0
9.1
Dividends (£m)
1
2025
2024
65.4
72.2
+6.8
Employee costs (£m)
2025
2024
28.4
+5.4
23.0
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 147
Directors’ report
The Directors present their Annual Report and the audited consolidated financial statements for the year ended
31 December2025.
Company status and listings
The Company has a primary and premium listing on the London Stock Exchange
main market and a secondary listing on the Johannesburg Stock Exchange and the
A2X. For the
purposes of its listing on the Johannesburg Stock Exchange, the
Company maintains an overseas branch register in South Africa. The Company’s
secured exchangeable bond
s due in 2026 are listed on the Frankfurt Stock
Exchange.
Directors
The Directors of the Company who held office during the year and up to the date
ofsigning the financial statements were asfollows:
Chairman
Jonathan Nicholls
Executive Directors
Ian Hawksworth
Situl Jobanputra
Non-executive
Directors
Sian Westerman (appointed as Senior Independent
Director on 31 December 2025)
Richard Akers (stepped down as Senior Independent
Director on 31 December 2025)
Ruth An
derson
Madeleine Cosgrave
Biographies of each current Director can be found on pages 92 and 93.
Details of the remuneration of current Directors alongside details of ea
ch Director’s
interests in the Company’s shares, are set out in the Directors’ remuneration report
(which is incorporated by reference into this report) on pages 123 to 147.
The powers
of the Directors are determined by UK legislation and the Company’s
Articles of Association (the “Articles”), together with any specific authorities that
shareholders may approve from time to time
.
The rules governing the appointment and replacement of Directors are contained in
UK legislation and the Company’s Articles. In compliance with the UK Corporate
Governance Code 2024 (the “2024 Code”), all the current Directors will retire from
office and will offer themselves for re-election at the 2026 Annual General Meeting.
Additional disclosures
Certain Directors’ report disclosures, including a number of those required under
the Companies Act 2006 (the “CA 2006”), Schedule 7, Large and Medium-sized
Companies and Groups (
Accounts and Reports) Regulations 2008, the UK Listing
Rules and the Disclosure Guidance and Transparency Rules, have been incorporated
into this Directors’ report by reference and can be
found within other sections of the
Annual Report as follows:
Content Pages
Strategic report (which includes information on likely future
developments in the business of the Company)
Inside cover
to90
Chief Executive’s statement
8 to 11
Our strategy
12
Our business model
13
Key performance indicators
14 and 15
Our portfolio (including operating and portfolio review)
16 to 36
Stakeholder engagement
37 to 41
Financial review
42 to 48
Going Concern Statement
48
Risk management
49 to 58
Principal risks and uncertainties
52 to 58
Viability Statement
59 to 60
Task Force on Climate-related Financial Disclosures
61 to 69
Sustainability (which includes information on the Group’s
environmental, sustainability and community matters and the
Group’s disclosures on greenhouse gas emissions,
energy
consumption and energy efficiency activities)
72 to 86
Our people and culture
87 and 88
Section 172(1) statement
104 to 106
Non-pre-emptive issue of equity (note 25 to the financial statements)
190
Interests in significant contracts (note 29 to the financial statements)
191 and 192
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 148
Compensation for loss of office
The Company does not have any agreements with any Executive Director or
employee that would provide compensation for loss of office or employment resulting
from a takeover, except that provisions of the Company share schemes may cause
share options and awards to vest on a takeover.
Directors’ conflicts of interest
The Company has procedures in place for the management of conflicts of interest.
Should a Director become aware that they, or a connected party, have an i
nterest in
an existing or proposed transaction with the Group, they should notify the Company
Secretary before or at the next Board meeting. Directors have a continuing
obligation to notify
any changes totheir potential conflicts.
Directors’ indemnities and insurance
In accordance with the Company’s Articles, the Company has indemnified the
Directors to the full extent allowed by UK law. The indemnity arrangements were in
force throughout the year (and at the date of approval of the financial statements)
and are qualifying indemnity provisions under the CA 2006. The Company maintains
dire
ctors’ and officers’ liability insurance, which is reviewed annually.
Articles of Association
Changes to the Articles must be approved by shareholders in accordance with
UKlegislation.
Dividends
The Directors have proposed the following dividends:
Interim dividend paid on
1 October 2025
1.9 pence per ordinary share
Proposed final dividend
to be paid on 22 May 2026
2.1 pence per ordinary share
Total dividend for 2025 4.
0 pence per ordinary share
The proposed final dividend will be paid wholly as a Property Income Distribution
(“PID”). There will be no ordinary dividend (“Non-PID”). The dividend w
ill be paid
on22 May 2026 to shareholders whose names are on the register on 24 April
2026. Theinterim dividen d consisted of 1.5 pence paid as a PIDand 0.4 pence
paidas
a Non-PID.
Capital structure
Details of the Company’s issued ordinary share capital, including details of
movements in the issued share capital during the year, and authorities to issue
orrepurchase shares are
shown below and i n note 25 to the financial
Directors’ report continued
statementson page 190. Each share carries the right to one vote at general
meetings of the Company.
The Company was granted authority at the 2025 Annual General Meeting to ma
ke
market purchases of its own ordinary shares. This authority will expire at the
conclusion of the 2026 Annual General Meeting, or, if earlier, on 22 August 2026, and
a reso
lution will be proposed to seek further authority to make market purchases of
the Company’s own ordinary shares. No ordinary shares were purchased under this
authority during the year or
in the period from 1 January 2026 to 24 February 2026
(the latter being a date not more than one month before the date of the Notice of
2026 Annual General Meeting).
At 24 February 2026, the Com
pany had an unexpired authority to repurchase shares
up to a maximum of 182,482,734 shares with a nominal value of £45.6 million, and
the Directors had an unexpired au
thority to allot up to a maximum of 1,216,551,563
shares with a nominal value of £304.1 million, of which 608,275,781 shares with a
nominal value of £152.0
million canonly be allotted pursuant to a rightsissue.
There are no specific restrictions on the transfer of shares beyond those standard
provisions set out in the Articles
. Noshareholder holds shares carrying special rights
with regardto control of the Company.
Use of financial instruments
Information on financial risk management objectives and policies, including hedging
policies and exposure of the Company in relation to the use of
financial instruments,
can be found in note 23 to the financial statements on pages 184 to 189.
Change of control provisions
There are a number of agreements which (should consent not be obtained from the
counterparty to a change of control) alter or terminate upon a change of control of
the
Company. The £300 million, the £150 million and the £75 million Shaftesbury
Capital facilities; the Covent Garden £300 million facility and the £380 million loan
n
otes; the £450 million Shaftesbury AV Limited facility; and the £67million
Shaftesbury CL Limited facility contain provisions requiring outstanding facilities to
be repaid on
a change of control. The £275 million exchangeable bonds (due in
March 2026) provide bondholders the right of early redemption on a change of
control
, subject to certain exceptions.
The Lillie Square development joint venture contains provisions which are triggered
by a change of control.
The Covent Gard
en partnership arrangements also contain provisions which are
triggered by a change of control. Notably, the lock up period of three years from
completion of the partnership will cease to
apply.
The Company’s current Performance Share Plan and the proposed new Share
Award Plan include provisions relating to the treatment of awards in the ev
ent of
achange of control.
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Shaftesbury Capital PLC | 2025 Annual Report 149
Substantial shareholdings
The significant holdings of voting rights in the share capital of the Company notified
to the Financial Conduct Authority and disclosed in accordance with Disclos
ure
Guidance and Transparency Rule 5, as at 24 February 2026, are shown below.
Holder
Number of
shares held at time of
last notification
Percentage of total
issued share capital
held at time
of last notification
1,2
Nature of holding
Date of last
notification
Norges Bank459,649,804 23.53% Direct interest 8 March 2023
BlackRock, Inc. 128,733,967 6.57% Indirect interest 6 October 2025
Government of
South Africa
(Public Investment
Corporation) 59,259,0673.03% Direct interest 4 July 2025
1. Notified holdings are calculated with reference to the total issued share capital on the date the threshold
was reached.
2. The existing issued share capital of the Company includes 128,350,
793 ordinary shares held by a Group
entity, of which 127,008,786 are held as security under the terms of the £275 million exchangeable bonds
(due in March 2026). The 12
8,350,793 ordinary shares will not vote whilst they are held by a Group entity.
Corporate governance statement
The information fulfilling the requirements of the corporate governance statement
should be deemed to be incorporated within this Directors’ report. This includes the
requisite disclosures
in relation to diversity (see pages 91 to 147) andshare capital
(see note 25 to the financial statements (page190)).
Application of the Principles of the 2024 Code can be
found on pages 91 to 147.
Fulldetails of the 2024 Code can be found onthe Financial Reporting Council’s
website at https://www.frc.org.uk.
Employees
Information on the Group’s employees, and engagement with our employees during
the year, can be found on pages 38, 87 to 88 and 99 and in note 5 to the fin
ancial
statements on pages 173 to 174.
Engagement with stakeholders
Information on the ways in which the Directors have regard to the need to foster
theCompany’s relationships with stakeholders, including customers, the local
community and
finance providers, and the effect of that regard on principal
decisions taken by the Board, is set out in the stakeholder engagement section
onpages 37
to 41 and our section 172(1) statement on pages 104 to 106.
Political donations
The Company did not make any political donations during the year (2024: nil).
Directors’ report continued
The environment
Details of the Group’s Sustainability Strategy and its aims and activities during the
year are set out on pages 72 to 86. Further information is available on the
Compan
y’s website.
Disclosure to external auditors
So far as the Directors are aware, there is no relevant audit information of which the
external auditors are unaware. Each Director has taken all steps that they ought
to
have taken as a Director in order to make themself aware of any relevant audit
information, and to establish that the auditors are aware of that inform
ation. This
confirmation is given in accordance with section 418 of the CA 2006.
Independent auditors
The Board has recommended that PricewaterhouseCoopers LLP (“PwC”), who have
indicated their willingness to continue in office, be reappointed as the Company’s
independent aud
itors and that a resolution seeking PwC’s reappointment will be
proposed at the 2026 Annual General Meeting. The external audit contract was last
put out to competitive te
nder in 2019 and PwC were reappointed as external
auditors in January 2020. Under current regulations, the Company is required to
retender the audit by no later than
the 2030 financial year.
Events after the reporting period
There have been no events after the reporting period.
Annual General Meeting
The 2026 Annual General Meeting of the Company (the “AGM”) will be held on
14 May 2026 at 11.30 am (London time) at the London offices of Herbert Smith
Freehills Kramer LLP. T
he AGM notice will contain the specific details and, together
with an explanation of the business to be dealt with at the meeting, will be included
as a separate document
sent to shareholders dependent on their election via
electronic or hard copy means. The notice of AGM will be issued to shareholders at
least 20 working days before the meeting, an
d will also be made available on the
Company’s website. Shareholders are requested to check the website for the latest
details concerning the 2026 AGM.
By order of the Board
Ruth Pa
vey
Company Secretary
24 February 2026
Strategic report Corporate governance Financial statements Additional information
Shaftesbury Capital PLC | 2025 Annual Report 150
Directors’ responsibilities
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year. Under that
law the Directors have prepared the Group financial
statements in accordance with UK-adopted
international accounting standards and the Company
financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising
FRS 101, ‘Reduced Disclosure Framework’, and
applicable law).
Under company law, Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the
Group for that period. In preparing the financial
statements, the Directors are required to:
 select suitable accounting policies and then apply
them consistently;
 state whether applicable UK-adopted international
accounting standards have been followed for the
Group financial statements and United Kingdom
Accounting Standards, comprising FRS 101, have
been followed for the Company financial statements,
subject to any material departures disclosed and
explained in the financial statements;
 make judgements and accounting estimates that are
reasonable and prudent; and
 prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and Company will continue in
business.
The Directors are responsible for safeguarding the
assets of the Group and Company and hence for
taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for keeping
adequate accounting records that are sufficient to
show and explain the Group’s and Company’s
transactions and disclose with reasonable accuracy at
any time the financial position of the Group and
Company and enable them to ensure that the financial
statements and the Directors’ remuneration report
comply with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Company’s website. Legislation in the
United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and
accounts, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the Group’s and
Company’s position and performance, business model
and strategy.
Each of the Directors, whose names and functions are
listed in the Corporate governance section of the
Annual Report, confirm that, to the best of their
knowledge:
 the Group financial statements, which have been
prepared in accordance with UK-adopted
international accounting standards, give a true and
fair view of the assets, liabilities, financial position
and profit of the Group;
 the Company financial statements, which have been
prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a
true and fair view of the assets, liabilities and
financial position of the Company; and
 the Strategic report includes a fair review of the
development and performance of the business and
the position of the Group and Company, together
with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the date the
Directors’ report is approved:
so far as the Director is aware, there is no relevant
audit information of which the Group’s and
Company’s auditors are unaware; and
they have taken all the steps that they ought to have
taken as a Director in order to make themselves
aware of any relevant audit information and to
establish that the Group’s and Company’s auditors
are aware of that information.
The financial statements on pages 159 to 198 were
approved by the Board of Directors on 24 February
2026 and signed on its behalf by:
Ian Hawksworth Situl Jobanputra
Chief Executive Chief Financial Officer
24 February 2026
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 151
Independent auditors’ report to the members of Shaftesbury Capital PLC
Report on the audit of the financial statements
Opinion
In our opinion:
Shaftesbury Capital PLC's Group financial statements and Company financial
statements (the "financial statements") give a true and fair view of the state of the
Group's and of the Company's affairs as at 31 December 2025 and of the Group's
profit and the Group's cash flows for the year then ended;
the Group financial statements have been properly prepared in accordance with
UK-adopted international accounting standards as applied in accordance with the
provisions of the Companies Act 2006;
the Company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, including FRS 101 "Reduced Disclosure Framework", and
applicable law); and
the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which
comprise:
 the Consolidated balance sheet as at 31 December 2025;
 the Shaftesbury Capital PLC Company balance sheet as at 31 December 2025;
 the Consolidated income statement for the year then ended;
 the Consolidated statement of comprehensive income for the year then ended;
 the Consolidated statement of changes in equity for the year then ended;
 the Shaftesbury Capital PLC Company statement of changes in equity for the year
then ended;
 the Consolidated statement of cash flows for the year then ended; and
 the notes to the financial statements, comprising material accounting policy
information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services
prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 5, we have provided no non-audit services to the
company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope  We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion on the
financial statements as a whole.
 The Group’s investment properties are held within a variety of
subsidiary entities. The Group financial statements
consolidate the Company and its subsidiaries and equity
account for the Group’s joint venture. Due to the homogeneity
of financial information and processes, the Group audit team
conducted all work, with supplementary procedures
performed at the Group level. These included audit
procedures over the consolidation and consolidation
adjustments, ensuring sufficient coverage and appropriate
audit evidence for our opinion on the Group’s financial
statements as a whole.
Key audit matters  Valuation of investment property (Group)
 Valuation of investments in Group companies (Company)
Materiality  Overall Group materiality: £58.8 million (2024: £52.3 million)
based on 1 per cent of total assets.
 Overall Company materiality: £39.7 million (2024: £36.6
million) based on 1 per cent of total assets.
 Performance materiality: £44.1 million (2024: £39.2 million)
(Group) and £29.8 million (2024: £27.4 million) (Company).
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 152
Independent auditors' report continued
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Valuation of investment property (Group)
Refer to the Audit Committee report and notes 1, 6, and 12 of the financial statements. The
valuation of the Group's investment property is the key component of the Group’s net asset
value.
The Group’s assets principally comprise investment property within the West End of London,
including Covent Garden, Carnaby, Soho and Chinatown.
The result of the revaluation this year was a gain of £322.7 million (2024: £202.9 million loss)
as set out in notes 6 and 12 and is accounted for within 'Gain on revaluation and sale of
investment property' in the Consolidated income statement.
The Group engages third party real estate valuation experts ('third party valuers') to support
them with determining the fair value of the Group's properties. These valuers were engaged
to perform valuations in accordance with the Royal Institution of Chartered Surveyors ("RICS")
Valuation - Professional Standards.
The Group's property portfolio comprises mixed use investment property (including retail,
food and beverage, office and residential) in London's West End, and these properties are not
uniform in nature. There are a number of different assumptions made by the Group's third-
party valuers, CBRE, Cushman & Wakefield, and JLL for the Lillie Square joint venture in
determining fair value.
The assumptions on which the property values are based are influenced by tenancy details,
market yields and the estimated rental values for each property. Macroeconomic factors and
prevailing property market conditions also impact the valuation of investment property,
which are particularly subjective in the current macroeconomic environment.
Accordingly we identified this area as a key audit matter. The focus of our work was on the
Investment property financial statement line item, but we also perform similar procedures
over property assets held as owner occupied and within the Lillie Square joint venture.
Given the inherent subjectivity involved in the valuation of investment properties, and
therefore the need for deep market knowledge when determining the most appropriate
assumptions, and the technicalities of the valuation methodology, we engaged our internal
valuation experts to assist us in our audit of this matter.
Assessing the third-party valuers’ expertise and objectivity
We assessed the competence and capabilities of the valuers and verified their qualifications.
The valuers are reputable and established real estate valuation firms. We also assessed their
independence by discussing the scope of their work and reviewing the terms of their
engagement for unusual terms or fee arrangements.
We engaged our own auditors' real estate valuation experts who are qualified chartered
surveyors with relevant market knowledge to support our audit procedures. This included
reading the external valuation reports prepared by CBRE, Cushman & Wakefield, and the
other valuer engaged to undertake the property valuation for the Group's Lillie Square joint
venture. Our auditor’s experts also attended meetings with the third-party valuers to discuss
and challenge assumptions applied, supporting the audit team with identifying where
additional audit evidence was required. Our auditor’s experts also confirmed that the
valuation approaches applied by the third-party valuers were in accordance with the RICS
standards and in accordance with IFRS 13, and therefore suitable for use in determining the
fair value of investment property for the purpose of the financial statements.
Data provided to the third party valuers
For investment properties the key data that management provides to the third-party valuers
is tenancy schedules. These contain details for each property, including leases, rental income
and break clauses. We tested a sample of this data to ensure it was complete and accurate.
Testing the valuation assumptions and capital movement
With the assistance of our own valuation experts, we met with the third-party valuers
independently of management and gained an understanding of the valuation methods and
assumptions used. The nature of assumptions used varied across the portfolio depending on
the nature of each property, but they included investment yields and estimated rental values
and also factored in void rates and rent free periods. We utilised independent sources of
information to develop our own ranges of the expected yields and capital value movements
for the properties in the portfolio, based on their individual uses and locations.
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Independent auditors' report continued
Key audit matter How our audit addressed the key audit matter
Valuation of investment property (Group) óŁĸŪěĸůýù We focused on the Group’s largest properties and any outliers, and made specific enquiries
to the third-party valuers where the movements in capital values or yields were out of line
with our range of assumptions developed using externally published market data.
We evaluated whether, based on these procedures together with our experience of this
sector, the estimate or assumptions applied were reasonable. We considered the
reasonableness of assumptions that are not so readily comparable with published
benchmarks, in particular ERV where, for a sample of individual properties, we specifically
challenged the third-party valuers to support their individual ERV assumptions with reference
to available evidence and in the context of the impact of macroeconomic uncertainties and
trends.
With the support of our internal valuation experts, we also questioned the Valuers as to the
extent to which yields and expected rental values used in deriving their valuations took into
account the impact of climate change and related ESG considerations.
Overall outcome
We have no matters to report in respect of our work over the valuation of investment
property.
Valuation of investments in Group companies (Company)
Refer to note II of the Company financial statements. The Company holds investments in
Group companies, after impairment, of £3,654.3 million (2024: £2,129.4 million).
The impairment assessment of the Company’s investments in subsidiaries is performed on an
annual basis. Investments in Group companies are assessed for impairment in line with
International Accounting Standard 36 (Impairment of Assets).
Given the inherent judgement and complexity in assessing the carrying value of a subsidiary
company, this was identified as a key audit matter.
We assessed the accounting policy for investments in Group companies to ensure it was
compliant with FRS 101 “Reduced Disclosure Framework”.
We obtained management’s impairment assessments for the recoverability of investments in
Group companies as at 31 December 2025. We verified that the methodology used by
management in arriving at the carrying value of each subsidiary was compliant with
applicable accounting standards. We identified the key estimate within the assessment for
impairment of the investments in Group companies to be the underlying valuation of
investment property held by the subsidiaries. For details of our procedures over investment
property valuations please refer to the related Group key audit matter above.
Overall outcome
We have no matters to report in respect of our work over the valuation of investments in
Group companies.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be
able to give an opinion on the financial statements as a whole, taking into account the
structure of the Group and the Company, the accounting processes and controls,
and the industry in which they operate.
The Group’s properties are spread across a number of statutory entities, with the
Group financial statements being a consolidation of these entities, the Company and
equity accounting for the Group’s joint venture. All work was carried out by the
Group audit team. In establishing the overall approach to our audit, we assessed the
risk of material misstatement, taking into account the nature, likelihood and potential
magnitude of any misstatement. Following this assessment, we applied professional
judgement to determine the extent of testing required over each balance in the
financial statements. Due to the homogeneity of financial information and processes,
the Group audit team conducted all work, with supplementary procedures
performed at the Group level. These included audit procedures over the
consolidation and consolidation adjustments, ensuring sufficient coverage and
appropriate audit evidence for our opinion on the Group’s financial statements as a
whole.
In respect of the audit of the company, the Group audit team performed a full scope
statutory audit.
The impact of climate risk on our audit
In planning our audit, we made enquiries with management to understand the extent
of the potential impact of climate change risk on the financial statements. Our
evaluation of this conclusion included challenging key judgements and estimates in
areas where we considered that there was greatest potential for climate change
impact. We particularly considered how climate change risks would impact the
assumptions made in the valuation of investment property as explained in our key
audit matter above. We also considered the consistency of the disclosures in relation
to climate change made within the Annual Report, the financial statements and the
knowledge obtained from our audit. We assessed the consideration of the cost of
delivering the Group’s climate change and sustainability strategy within the going
concern and viability forecasts.
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Independent auditors' report continued
Materiality
The scope of our audit was influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature, timing
and extent of our audit procedures on the individual financial statement line items
and disclosures and in evaluating the effect of misstatements, both individually and in
aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall materiality £58.8 million (2024: £52.3 million). £39.7 million (2024: £36.6 million).
How we determined it 1 per cent of total assets 1 per cent of total assets
Rationale for
benchmark applied
The primary measurement attribute
of the Group is the carrying value of
investment property. On this basis,
we set an overall Group materiality
level based on total assets.
The primary measurement attribute
of the Company is the carrying
value of investments in Group
companies. On this basis, we set an
overall Company materiality level
based on total assets.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2024: 75%) of
overall materiality, amounting to £44.1 million (2024: £39.2 million) for the Group
financial statements and £29.8 million (2024: £27.4 million) for the Company financial
statements.
In determining the performance materiality, we considered a number of factors - the
history of misstatements, risk assessment and aggregation risk and the effectiveness
of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £2.9 million (Group audit) (2024: £2.6 million) and
£2.0 million (Company audit) (2024: £1.8 million) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group's and the Company’s ability
to continue to adopt the going concern basis of accounting included:
 Obtaining management’s analysis of the going concern of the Group and Company
and supporting cash flow forecasts and covenant compliance calculations.
Management prepared forecasts for a base case, severe but plausible downside
case, and undertook reverse stress testing;
 Understanding and assessing the reasonableness of the key assumptions used in
the cash flow forecasts, including assessing whether we considered the downside
sensitivities to be appropriately severe, the availability of committed finance and
covenant compliance during the forecast period;
 Corroborating key assumptions in the cash flow forecasts to other evidence
including external research and historical performance, and ensuring this was
consistent with our audit work in these and other areas;
 Evaluating the audit evidence we obtained and assessing whether management's
conclusions were supportable; and
 Reviewing the disclosures in the financial statements relating to the going concern
basis of preparation and evaluating whether these provided an explanation of the
Directors' assessment that was consistent with the audit evidence we obtained.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or collectively, may
cast significant doubt on the Group's and the Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements
are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the
going concern basis of accounting in the preparation of the financial statements is
appropriate.
However, because not all future events or conditions can be predicted, this
conclusion is not a guarantee as to the Group's and the Company's ability to continue
as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going
concern are described in the relevant sections of this report.
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Independent auditors' report continued
Reporting on other information
The other information comprises all of the information in the Annual Report other
than the financial statements and our auditors’ report thereon. The Directors are
responsible for the other information. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not express an audit opinion
or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify an apparent
material inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work
we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered
whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006
requires us also to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the
information given in the Strategic report and Directors' Report for the year ended 31
December 2025 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their
environment obtained in the course of the audit, we did not identify any material
misstatements in the Strategic report and Directors' Report.
Directors Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going
concern, longer-term viability and that part of the corporate governance statement
relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other information are described in
the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of
the following elements of the corporate governance statement is materially
consistent with the financial statements and our knowledge obtained during the audit,
and we have nothing material to add or draw attention to in relation to:
 The Directors’ confirmation that they have carried out a robust assessment of the
emerging and principal risks;
 The disclosures in the Annual Report that describe those principal risks, what
procedures are in place to identify emerging risks and an explanation of how these
are being managed or mitigated;
 The Directors’ statement in the financial statements about whether they considered
it appropriate to adopt the going concern basis of accounting in preparing them,
and their identification of any material uncertainties to the Group’s and Company’s
ability to continue to do so over a period of at least twelve months from the date of
approval of the financial statements;
 The Directors’ explanation as to their assessment of the Group's and Company’s
prospects, the period this assessment covers and why the period is appropriate;
and
 The Directors’ statement as to whether they have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities as they fall
due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the
Group and Company was substantially less in scope than an audit and only consisted
of making inquiries and considering the Directors’ process supporting their
statement; checking that the statement is in alignment with the relevant provisions of
the UK Corporate Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and understanding of the
Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance statement is
materially consistent with the financial statements and our knowledge obtained
during the audit:
 The Directors’ statement that they consider the Annual Report, taken as a whole, is
fair, balanced and understandable, and provides the information necessary for the
members to assess the Group’s and Company's position, performance, business
model and strategy;
 The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
 The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the
Directors’ statement relating to the Company’s compliance with the Code does not
properly disclose a departure from a relevant provision of the Code specified under
the Listing Rules for review by the auditors.
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Independent auditors' report continued
Responsibilities for the financial statements and the audit
Responsibilities of Directors for the financial statements
As explained more fully in the Statement of Directors' responsibilities, the Directors
are responsible for the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and fair view. The
Directors are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Company
or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is
detailed below.
Based on our understanding of the Group and industry, we identified that the
principal risks of non-compliance with laws and regulations related to compliance
with the Real Estate Investment Trust (REIT) status Part 12 of the Corporation Tax Act
2010 and UK regulatory principles, such as those governed by the Financial Conduct
Authority, and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such as the
Companies Act 2006. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related to the posting of
inappropriate journal entries to increase revenue, and management bias in
accounting estimates and judgemental areas of the financial statements particularly
in relation to the estimation of the fair value of investment property. Audit
procedures performed by the engagement team included:
 Enquiries with management and parties outside of the finance function, including
the Group's internal auditors, regarding any known or suspected instances of non-
compliance with laws and regulations and fraud;
 Understanding management’s internal controls designed to prevent and detect
irregularities;
 Review of tax compliance with the involvement of our tax specialists in the audit;
 Designing audit procedures to incorporate unpredictability around the nature,
timing and extent of our testing;
 Challenging assumptions and judgements made by management in their significant
accounting estimates, in particular in relation to the valuation of investment
property (see key audit matters set out earlier in this report);
 Identifying and testing journals entries, in particular any journal entries posted to
revenue with unusual account combinations; and
 Reviewing relevant minutes of meetings, including those of the Board and Audit
Committee.
There are inherent limitations in the audit procedures described above. We are less
likely to become aware of instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions
and balances, possibly using data auditing techniques. However, it typically involves
selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit sampling to enable us to
draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the
Company’s members as a body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and for no other purpose. We do not, in giving these opinions,
accept or assume responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
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Independent auditors' report continued
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
 we have not obtained all the information and explanations we require for our audit;
or
 adequate accounting records have not been kept by the Company, or returns
adequate for our audit have not been received from branches not visited by us; or
 certain disclosures of Directors’ remuneration specified by law are not made; or
 the Company financial statements and the part of the Directors' Remuneration
Report to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 31 December
2010. Our uninterrupted engagement covers 16 financial years.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance
and Transparency Rules to include these financial statements in an annual financial
report prepared under the structured digital format required by DTR 4.1.15R -
4.1.18R and filed on the National Storage Mechanism of the Financial Conduct
Authority. This auditors’ report provides no assurance over whether the structured
digital format annual financial report has been prepared in accordance with those
requirements.
Saira Choudhry (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
24 February 2026
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Shaftesbury Capital PLC | 2025 Annual Report 158
Consolidated income statement
For the year ended 31 December 2025

|  | 2025 | 2024
| Note | £m | £m
Revenue | 4 | 238.9 | 227.1
Costs | 4 | (61.2) | (60.0)
Gross profit | 4 | 177.7 | 167.1
Other income |  | 3.0 | –
Administration expenses | 5 | (50.2) | (42.7)
Gain on revaluation and sale of investment property | 6 | 321.8 | 194.6
Change in value of investments and other receivables | 7 | (6.5) | (7.0)
Operating profit |  | 445.8 | 312.0
Finance income | 8 | 20.5 | 14.8
Finance costs | 9 | (63.8) | (72.0)
Other finance income | 8 | 4.0 | 4.5
Other finance costs | 9 | (9.7) | (6.5)
Change in fair value of derivative financial instruments | 16 | (3.0) | (0.9)
Net finance costs |  | (52.0) | (60.1)
Net profit from joint ventures and associates | 14 | – | 0.5
Loss on sale of investments and subsidiaries | 15 | (6.7) | –
Profit before tax |  | 387.1 | 252.4
Taxation | 10 | 0.3 | (0.3)
Profit for the year |  | 387.4 | 252.1
Profit attributable to: |  |  |
Owners of the Parent |  | 340.2 | 252.1
Non-controlling interest | 15 | 47.2 | –
Earnings per share attributable to owners of the Parent: |  |  |
Basic earnings per share | 3 | 18.7p | 13.8p
Dilutive earnings per share | 3 | 18.5p | 13.8p

Consolidated statement of
comprehensive income
For the year ended 31 December 2025

|  | 2025 | 2024
| Note | £m | £m
Profit for the year |  | 387.4 | 252.1
Other comprehensive income |  |  |
Items that will not be reclassified to profit or loss: |  |  |
Revaluation gain/(loss) on owner-occupied property | 13 | 0.6 | (0.1)
Total comprehensive income for the year |  | 388.0 | 252.0
Total comprehensive income attributable to: |  |  |
Owners of the Parent |  | 340.8 | 252.0
Non-controlling interest | 15 | 47.2 | –

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Shaftesbury Capital PLC | 2025 Annual Report 159
Consolidated balance sheet
As at 31 December 2025

|  | 2025 | 2024
| Note | £m | £m
Non-current assets |  |  |
Investment property | 12 | 5,337.3 | 4,899.1
Property, plant and equipment | 13 | 25.2 | 25.5
Trade and other receivables | 17 | 113.8 | 139.7
|  | 5,476.3 | 5,064.3
Current assets |  |  |
Trade and other receivables | 17 | 41.3 | 30.4
Derivative financial instruments | 16 | 1.6 | 3.4
Tax receivable |  | 0.3 | –
Cash and cash equivalents | 18 | 361.4 | 124.0
|  | 404.6 | 157.8
Assets held for sale |  |  |
Investment property held for sale | 12 | – | 9.8
|  | – | 9.8
Total assets |  | 5,880.9 | 5,231.9
Non-current liabilities |  |  |
Borrowings | 20 | (772.4) | (1,467.8)
Lease liabilities | 21 | (2.3) | (2.7)
Derivative financial instruments | 16 | – | (1.8)
|  | (774.7) | (1,472.3)

|  | 2025 | 2024
| Note | £m | £m
Current liabilities |  |  |
Borrowings | 20 | (438.4) | –
Lease liabilities | 21 | (0.3) | (0.3)
Tax liabilities |  | – | (0.2)
Derivative financial instruments | 16 | (1.3) | –
Trade and other payables | 19 | (98.1) | (84.8)
|  | (538.1) | (85.3)
Total liabilities |  | (1,312.8) | (1,557.6)
Net assets |  | 4,568.1 | 3,674.3
Equity |  |  |
Share capital | 25 | 488.2 | 488.2
Other components of equity |  | 3,466.0 | 3,186.1
Equity attributable to owners of the Parent |  | 3,954.2 | 3,674.3
Non-controlling interest | 15 | 613.9 | –
Total equity |  | 4,568.1 | 3,674.3

These consolidated financial statements on pages 159 to 193 have been approved
for issue by the Board of Directors on 24 February 2026 and signed on its behalf by:
Ian Hawksworth Situl Jobanputra
Chief Executive Chief Financial Officer
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Shaftesbury Capital PLC | 2025 Annual Report 160
Consolidated statement of changes in equity
For the year ended 31 December 2025

|  |  |  |  | Capital |  | Share-based |  |  |  | Non- |
|  | Share | Share | Own | redemption | Merger | payments | Other | Retained |  | controlling | Total
|  | capital | premium | shares 1 | reserve | reserve 2 | reserve | reserves | earnings | Total | interest | equity
| Note | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m
At 1 January 2024 |  | 488.2 | 232.5 | (32.9) | 1.5 | 1,256.0 | 1.3 | (0.3) | 1,533.9 | 3,480.2 | – | 3,480.2
Profit for the year |  | – | – | – | – | – | – | – | 252.1 | 252.1 | – | 252.1
Other comprehensive expense for the year |  | – | – | – | – | – | – | – | (0.1) | (0.1) | – | (0.1)
Total comprehensive income for the year |  | – | – | – | – | – | – | – | 252.0 | 252.0 | – | 252.0
Dividends 3 | 11 | – | – | – | – | – | – | – | (61.1) | (61.1) | – | (61.1)
Fair value of share-based payments | 30 | – | – | – | – | – | 3.1 | – | – | 3.1 | – | 3.1
Realisation of cash flow hedge |  | – | – | – | – | – | – | 0.1 | – | 0.1 | – | 0.1
Balance at 31 December 2024 |  | 488.2 | 232.5 | (32.9) | 1.5 | 1,256.0 | 4.4 | (0.2) | 1,724.8 | 3,674.3 | – | 3,674.3
Profit for the year |  | – | – | – | – | – | – | – | 340.2 | 340.2 | 47.2 | 387.4
Other comprehensive income for the year |  | – | – | – | – | – | – | – | 0.6 | 0.6 | – | 0.6
Total comprehensive income for the year |  | – | – | – | – | – | – | – | 340.8 | 340.8 | 47.2 | 388.0
Contribution from non-controlling interest | 15 | – | – | – | – | – | – | – | – | – | 574.6 | 574.6
Dividends 3 | 11 | – | – | – | – | – | – | – | (67.5) | (67.5) | (7.9) | (75.4)
Fair value of share-based payments | 30 | – | – | – | – | – | 6.5 | – | – | 6.5 | – | 6.5
Realisation of cash flow hedge |  | – | – | – | – | – | – | 0.1 | – | 0.1 | – | 0.1
Balance at 31 December 2025 |  | 488.2 | 232.5 | (32.9) | 1.5 | 1,256.0 | 10.9 | (0.1) | 1,998.1 | 3,954.2 | 613.9 | 4,568.1

1.

Represents the nominal value of 128,350,793 shares issued to a controlled entity, of which 127,008,786 shares are held as collateral for the exchangeable bonds, and 3,146,886 shares held by the Group’s Employee Benefit Trust in respect of
employee share awards.
2.

Represents non-qualifying consideration received following previous share placings and the all-share merger with Shaftesbury PLC in March 2023. The amounts taken to the merger reserve do not currently meet the criteria for qualifying
consideration and therefore will not form part of distributable reserves as they form part of linked transactions.
3.

Excludes £4.7 million (31 December 2024: £4.3 million) paid to a controlled entity, Capco Investment London (No.7) Scottish Limited Partnership, in respect of 128,350,793 shares, of which 127,008,786 are held as collateral for the exchangeable
bonds. The entity has provided an undertaking not to exercise its voting rights in respect of such ordinary shares but has received its dividend, all of which was retained by the Group following calculation of the dividend threshold test as set out in
the exchangeable bond conditions.
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Shaftesbury Capital PLC | 2025 Annual Report 161
Consolidated statement of cash flows
For the year ended 31 December 2025

|  | 2025 | 2024
| Note | £m | £m
Cash flows from operating activities |  |  |
Cash generated from operations | 28 | 161.2 | 108.7
Finance costs paid |  | (65.1) | (72.0)
Interest received |  | 20.3 | 15.0
Net cash inflow from operating activities |  | 116.4 | 51.7
Cash flows from investing activities |  |  |
Purchase and development of property |  | (120.4) | (130.4)
Purchase of fixed assets |  | – | (2.3)
Sale of property |  | 9.4 | 136.6
Dividends received from associate |  | – | 1.2
Sale of associate |  | – | 82.5
Loans to joint ventures and associate’s repayment received |  | – | 15.6
Net cash (outflow)/inflow from investing activities |  | (111.0) | 103.2
Cash flows from financing activities |  |  |
Borrowings repaid |  | (292.4) | (305.0)
Borrowings drawn |  | 25.0 | 135.0
Gross proceeds from disposal of 25 per cent interest in Group subsidiaries | 15 | 574.0 | –
Cash dividends paid to owners of the Parent | 11 | (66.7) | (61.1)
Cash dividend paid to non-controlling interest | 15 | (7.9) | –
Net cash inflow/(outflow) from financing activities |  | 232.0 | (231.1)
Net movement in cash and cash equivalents |  | 237.4 | (76.2)
Cash and cash equivalents at 1 January |  | 124.0 | 200.2
Cash and cash equivalents at 31 December | 18 | 361.4 | 124.0

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Shaftesbury Capital PLC | 2025 Annual Report 162
Notes to the financial statements
For the year ended 31 December 2025
1 Principal accounting policies
General information
Shaftesbury Capital PLC (the “Company”) was incorporated and registered in
England and Wales and domiciled in the United Kingdom on 3 February 2010 under
the Companies Act 2006 as a public company limited by shares, registration number
7145051. The registered office of the Company is Regal House, 14 James Street,
London, WC2E 8BU, United Kingdom. The principal activity of the Company is to act
as the ultimate parent company of Shaftesbury Capital PLC Group (the “Group”),
whose principal activity is the investment and management of property.
The Group’s assets principally comprise investment property within the West End of
London, including Covent Garden, Carnaby, Soho and Chinatown.
Basis of preparation
The Group’s consolidated financial statements are prepared in accordance with
United Kingdom-adopted international accounting standards (“UK-adopted IFRS” or
“IFRS”), and the applicable legal requirements of the Companies Act 2006.
The consolidated financial statements have been prepared on a going concern basis
under the historical cost convention as modified for the revaluation of property and
derivative financial instruments.
All income, expenses and cash flows are generated from continuing operations and
there is no material seasonal impact on the Group’s financial performance.
Going concern
The Directors have considered the appropriateness of adopting the going concern
basis in preparing the consolidated financial statements. The Group’s going concern
assessment covers the period to 30 June 2027 (the “going concern period”), being at
least 12 months from the date of authorisation of these consolidated financial
statements.
Our West End portfolio continues to demonstrate its enduring appeal with positive
trends in footfall and sales, high occupancy and overall leasing activity levels well
ahead of ERV. Occupational demand across all uses is delivering rental income
valuation growth. While there continue to be macroeconomic uncertainties and
geopolitical risks, our customers continue to recognise the exceptional features of
London’s West End.
There is significant headroom against debt covenants and access to significant
liquidity.
In preparing the assessment of going concern, the Directors have considered
projections of the Group’s liquidity, committed capital expenditure, income, costs,
cash flows and debt covenants.
The Directors have assessed a base case and a downside scenario (being a “severe
but plausible” scenario).
As at year end, the Group had net debt of £0.8 billion, an EPRA LTV ratio of 17 per
cent and Group interest cover of 4.0 times. The Group is projected to have sufficient
cash reserves and undrawn facilities to meet debt maturities during the going
concern period. Drawn debt is at fixed rates or currently has interest rate protection
in place.
The Group’s debt matures between March 2026 and 2037. Debt maturities during
the going concern assessment period relate to the £275 million exchangeable bond,
and £162.5 million of private placement loan notes, both of which can be repaid
through existing cash resources or undrawn facilities of approximately £1.0 billion in
both the base case and the downside scenario.
The Group’s financial resources are expected to be sufficient to cover its
commitments over the going concern period.
Relative to the Group’s base case forecast, the downside scenario includes the
following key assumptions:
Substantial reduction in forecast rental income due to a combination of extended
voids and tenant failures;
Elevated interest rates in excess of current market expectations; and
Declines in rental values, along with a widening of valuation yields, resulting in
reduced asset values.
The near-term impact of climate change risks within the going concern period has
been considered in the downside scenario and is expected to be immaterial.
Under the downside scenario, the Group is expected to remain in compliance with all
financial covenants of its debt arrangements.
In addition to considering a downside scenario, the Board has undertaken reverse
stress testing, which indicates that the Group could withstand a decrease of
approximately 52 per cent in valuations and 49 per cent in income before breaching
its debt financial covenants.

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Shaftesbury Capital PLC | 2025 Annual Report 163
Notes to the financial statements continued
1 Principal accounting policies óŁĸŪěĸůýù
Going concern óŁĸŪěĸůýù
Based on their analysis, the Directors are satisfied that there is a reasonable
expectation that the Group will be able to meet its ongoing and future commitments
for at least 12 months from the date of approval of the consolidated financial
statements and have therefore resolved that the Group’s consolidated financial
statements be prepared on a going concern basis.
Critical accounting judgements and key sources of estimation and uncertainty
The preparation of consolidated financial statements in accordance with IFRS
requires the Directors to make judgements, estimates and assumptions that affect
the reported amounts of assets, liabilities, equity, income and expenses from
sources not readily apparent. Although these estimates and assumptions are based
on management’s best knowledge of the amount, historical experiences and other
factors, actual results ultimately may differ from those estimates. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision
affects only that period.
The most significant area of estimation uncertainty is in respect of the valuation of
the property portfolio where external valuations are obtained.
The fair value of the Group’s investment and trading property (trading property
included within the Lillie Square joint venture) at 31 December 2025 was determined
by independent, appropriately qualified external valuers CBRE and Cushman &
Wakefield for the property portfolio under management, and JLL for the Lillie
Square joint venture. The valuations conform to the Royal Institution of Chartered
Surveyors (“RICS”) Valuation Professional Standards.
As various inputs used in the valuation calculations are based on assumptions,
property valuations are inherently subjective and subject to a degree of estimation
uncertainty. The Group’s external valuers have made a number of assumptions
including, but not limited to, market yields, ERVs and void periods. These
assumptions are in accordance with the RICS Valuation Professional Standards,
however, if any prove to be incorrect, it may mean that the value of the Group’s
properties differs from their valuation reported in the financial statements, which
could have a material effect on the Group’s financial position. The key unobservable
inputs used in the valuation models are those in respect of equivalent yields and
ERV, which are summarised within note 12 ‘Property portfolio’ and additional
information is provided on page 206. Further information on the approach taken by
the valuers in valuing the property portfolio and a sensitivity analysis on equivalent
yields and ERV, which are the most significant assumptions impacting the fair values,
is set out in note 12 ‘Property portfolio’.
Other areas of judgement and estimation in the financial statements (which are not
considered critical) include accounting for non-controlling interest, REIT compliance,
the impairment of and expected credit loss allowance on trade receivables, and
share-based payments.
New accounting policies
In the current year, the Group has applied the below amendment to IFRS Standards
and Interpretations issued by the International Accounting Standards Board that is
effective for annual periods that begin on or after 1 January 2025.
IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (amendment) (Lack of
Exchangeability).
The adoption of the above amendment has not had a material impact on the
amounts reported in the consolidated financial statements or on the disclosures.
At the date of approval of the consolidated financial statements the following new
accounting standards and amendments to accounting standards were in issue but
are not yet effective. These new standards and amendments have not been applied
in these consolidated financial statements.
IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’
(amendment) (Classification and Measurement of Financial Instruments);
IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’
(amendment) (Contracts Referencing Nature-dependent Electricity);
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (new standard).
The amendments to IFRS 9 and IFRS 7 are effective for annual periods beginning on
or after 1 January 2026. The Group has assessed the impact of these amendments
and does not anticipate any material impact on the consolidated financial
statements.
IFRS 18 is effective for annual periods beginning on or after 1 January 2027.
The Group is assessing the impact of this new standard and the Group’s financial
reporting will be presented in accordance with this standard from 1 January 2027,
in line with requirements.

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Shaftesbury Capital PLC | 2025 Annual Report 164
Notes to the financial statements continued
1 Principal accounting policies óŁĸŪěĸůýù
Basis of consolidation
These consolidated financial statements include the consolidation of Capital &
Counties CGP Limited Partnership. The members of this qualifying partnership have
taken advantage of exemptions available in Statutory Instrument 2008/569 and
therefore will not produce consolidated financial statements at the partnership level
or submit such annual reports to Companies House.
The consolidated financial statements are prepared in British pounds sterling, which
is also determined to be the functional currency of the Company.
Subsidiaries
Subsidiaries are fully consolidated from the date on which the Group has control, is
exposed or has rights to variable returns from its involvement with an entity and has
the ability to affect those returns through its power over an entity. Subsidiaries
cease to be consolidated from the date this control is lost.
Non-controlling interests are recognised on the basis of their proportionate share in
the recognised amounts of a subsidiary’s identifiable net assets. On the balance
sheet, non-controlling interests are presented separately from the equity of the
owners of the Parent. Profit or loss and total comprehensive income for the period
attributable to non-controlling interests are presented separately in income and the
statement of comprehensive income.
Joint ventures and associates
Joint ventures are those entities over whose activities the Group has joint control,
established by contractual agreement.
Associates are all entities over which the Group has significant influence but not
control or joint control. This is generally the case where the Group holds between 20
per cent and 50 per cent of the voting rights.
When joint control is no longer demonstrated, but significant influence is, a
previously accounted for joint venture is accounted for as an associate.
Investments in joint ventures and associates are accounted for using the equity
method. On initial recognition the investment is recognised at cost, and the carrying
amount is subsequently increased or decreased to recognise the Group’s share of
the profit or loss of the joint venture or associate after the date of acquisition. The
Group’s investments in joint ventures or associates are presented separately on the
consolidated balance sheet and the Group’s share of the joint ventures or
associates’ post-tax profit or loss for the period is also presented separately in the
consolidated income statement.
Where there is an indication that the Group’s investment in a joint venture or
associate may be impaired, the Group evaluates the recoverable amount of its
investment, being the higher of the joint venture or associate’s fair value less costs to
sell and value in use. If the recoverable amount is lower than the carrying value an
impairment loss is recognised in the consolidated income statement.
If the Group’s share of losses in a joint venture or associate equals or exceeds its
investment in the joint venture or associate, the Group does not recognise further
losses, unless it has legal or constructive obligations to make payments on behalf of
the joint venture or associate.
Dividends received or receivable from joint ventures or associates are recognised as
a reduction in the carrying amount of the investment.
Where the Group disposes of its entire interest in a joint venture or associate, a gain
or loss is recognised in the consolidated income statement on the difference
between the amount received on the sale of the joint venture or associate and the
carrying value of the investment in joint venture or associate less costs of disposal.
Revenue recognition
Rental receivable arises from operating leases granted to customers and is
recognised as revenue on a straight-line basis over the lease term.
Tenant lease incentives, and in certain instances surrender premium payments which
are directly linked to new leases, are amortised on a straight-line basis over the non-
cancellable period of the lease, being the earlier of its expiry date or the date of the
first break option as a reduction in net rental income. Surrender premiums received
for early termination of leases are reflected in gross profit.
Lease modifications are accounted for as a new lease from the effective date of the
modification, considering any prepaid or accrued lease payments relating to the
original lease as part of the lease payments for the new lease. On entering into a
lease modification any initial direct costs associated with the lease, including
surrender premia previously paid, are derecognised through costs in the year.
When a concession is provided for rent receivables past due the concession is
accounted for as an impairment through the expected credit loss model in
accordance with IFRS 9.
Contingent rents, being those lease payments that are not fixed at the inception of a
lease, for example increases arising on rent reviews and turnover rent, are recorded
as income in the periods in which they are earned.
Service charge income in the ordinary course of business is recorded as income
over time in the year in which the services are provided. As the Group acts as a
principal, service charge income and costs are shown gross in the financial
statements.
Income taxes
Current tax is the amount payable on the taxable income for the year and any
adjustment in respect of prior years. It is calculated using rates that have been
enacted or substantially enacted by the balance sheet date.

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Shaftesbury Capital PLC | 2025 Annual Report 165
Notes to the financial statements continued
1 Principal accounting policies óŁĸŪěĸůýù
Income taxes óŁĸŪěĸůýù
Deferred tax is provided for using the balance sheet liability method on temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the tax bases of those assets and liabilities. However,
temporary differences are not recognised to the extent that they arise from the
initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither accounting
nor taxable profit or loss (except leases); or are associated with investments in
subsidiaries, joint ventures and associates where the timing of the reversal of the
temporary difference can be controlled by the parent, venture or investor,
respectively, and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax is determined using tax rates that have been enacted or substantively
enacted by the balance sheet date and are expected to apply when the related
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that management believes it is
probable that future taxable profit will be available against which the deferred tax
assets can be recovered. Deferred tax assets and liabilities are only offset when
there is a legally enforceable right to offset current tax assets and liabilities and
when the deferred tax assets and liabilities relate to income taxes levied by the
same tax authority on either the same taxable group or different taxable entities
where there is an intention to settle balances on a net basis.
Tax is included in the consolidated income statement except when it relates to items
recognised directly in equity, in which case the related tax is also recognised directly in
equity.
Share-based payments
The Group administers the following share-based remuneration to employees and
Directors:
Long-term incentive plan
Long-term incentive awards will only vest and become exercisable upon
achievement of performance targets, linked to the Group’s total accounting return
and total shareholder return, as well as being conditional upon continued
employment with the Group. The fair value of the awards is determined using an
option pricing model, which applies assumptions around expected yields, forfeiture
rates, exercise price and volatility, at the grant date of the awards. Non-market
vesting conditions are taken into account by adjusting the number of awards
expected to vest at each reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of awards that will
eventually vest. Market vesting conditions are factored into the fair value of the
awards granted. The cumulative expense is not adjusted for failure to meet a market
vesting condition.
The cost of granting share options to employees is charged to the consolidated
income statement over the vesting period of the awards with a corresponding
increase in equity. Employer’s National Insurance contributions are payable, on
exercise, on the market value of the award and are accrued for within the share-
based payments expense in the consolidated income statement.
Upon eventual exercise, a reserves transfer occurs with no further charge reflected
in the consolidated income statement.
Deferred shares
Executive Directors’ annual bonuses may be deferred in Company shares or nil-cost
options for three years under the long-term incentive plan without further
performance conditions but subject to risk of forfeiture should an Executive Director
leave the Company in certain circumstances. The Group accrues the cost of the non-
cash bonus over the relevant period. Employer’s National Insurance contributions
are payable, on exercise, on the market value of the award and are accrued for
within the share-based payments expense in the consolidated income statement.
Upon eventual exercise, a reserves transfer occurs with no further charge reflected
in the consolidated income statement.
Own shares held in connection with employee share plans and other share-based
payment arrangements are treated as treasury shares and deducted from equity.
Investment property
Investment property is owned or leased by the Group and held for long-term rental
income and capital appreciation.
The Group has chosen to use the fair value model. Property and any related
obligations are initially recognised when the significant risks and rewards attached to
the property have transferred to the Group. Payments made in respect of the future
acquisition of investment property are initially recognised as prepayments until the
recognition criteria outlined above have been met. Investment property is recorded
at cost and subsequently revalued at the balance sheet date to fair value as
determined by professionally qualified external valuers on the basis of market value
The fair value of property is arrived at by adjusting the market value as above for
directly attributable tenant lease incentives, deferred letting fees and fixed
head leases.
Property held under leases is stated gross of the recognised lease liability.
The valuation is based upon assumptions as outlined within the property portfolio
note. These assumptions conform to the RICS Valuation Professional Standards.
When the Group redevelops a property for continued future use, that property is
classified as investment property during the redevelopment period and continues to
be measured at fair value. Gains or losses arising from changes in the fair value
of investment property are recognised in the consolidated income statement in the
period in which they arise. Depreciation is not provided in respect of investment
property including plant and equipment integral to such investment property. 
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Shaftesbury Capital PLC | 2025 Annual Report 166
Notes to the financial statements continued
1 Principal accounting policies óŁĸŪěĸůýù
Investment property óŁĸŪěĸůýù
Investment properties cease to be recognised as investment property when they
have been disposed of or when they cease to be held for the purpose of generating
rental income or for capital appreciation.
Disposals are recognised on completion. Gains or losses arising are recognised in
the consolidated income statement. The gain or loss on disposal is determined as
the difference between the net sales proceeds and the carrying amount of the asset
at the commencement of the accounting period, plus capital expenditure in the
period.
When the use of a property changes from trading property to investment property,
the property is transferred at fair value with any resulting gain or loss recognised in
the consolidated income statement.
Investment property is classified as held for sale when the property has exchanged,
though not yet completed. Transfers from investment property to investment
property held for sale will occur at market value. The Group will subsequently
determine the fair value of the property less costs to sell, and to the extent that the
market value of the property exceeds the fair value of the property less costs to
sell, an impairment loss will be recognised. Should an uplift occur in valuation in a
subsequent period, a gain shall be recognised, however the gain recognised may not
exceed the cumulative impairment loss recognised.
Trading property
Trading property comprises those properties that in the Directors’ view are not held
for long-term rental income or capital appreciation and are expected to be disposed
of within one year of the balance sheet date or to be developed with the intention
to sell.
Such property is constructed, acquired, or if transferred from investment and
development property, transferred at fair value which is deemed to represent cost.
Subsequently trading property is carried at the lower of cost and net realisable
value.
Net realisable value is the estimated selling price in the ordinary course of business,
less the estimated costs of completion and selling costs. This approximates market
value as determined by professionally qualified external valuers at the balance
sheet date. Details of the valuation methodology are set out in note 12 ‘Property
portfolio’.
The amount of any write down of trading property to market value is recognised as
an expense in the period the write down occurs. Should a valuation uplift occur in a
subsequent period, the amount of any reversal shall be recognised as a reduction in
the previous write down in the period in which the uplift occurs. This may not exceed
the property’s cost. The sale of trading property is recognised as revenue when the
buyer obtains control of the property. Total costs incurred in respect of trading
property are recognised simultaneously as an expense.
Owner-occupied property
Owner-occupied property comprises property held for use in the production or
supply of goods or services or for administrative purposes. Transfers are made
from investment property to owner-occupied property when there is a change in use
of the property. The property is transferred and subsequently carried at market
value, which is determined in the same manner as investment property. Revaluation
gains are recognised in equity. A revaluation loss will reverse any previous
revaluation gain recorded in equity with the residual recognised in profit or loss.
Leases
The Group assesses whether a contract is or contains a lease at inception of the
contract.
Group as a lessee
The Group’s leases predominantly relate to head leases in relation to leasehold
properties. At the commencement date of the lease, the Group recognises a right-of-
use asset equal to the value of the lease liability and direct costs incurred, less any
lease incentives received by the Group. The right-of-use asset is recognised within
investment property. The lease liability is measured at the present value of lease
payments over the lease term. The lease payments include fixed payments and
variable lease payments that depend on an index or rate.
In calculating the present value of lease payments, the Group uses its incremental
borrowing rate at the lease commencement date when the interest rate implicit in
the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the
lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term or a change in the
lease payments (e.g. changes to future payments resulting from a change in an index
or rate used to determine such lease payments).
The Group’s lease liabilities are detailed in note 21 ‘Lease liabilities’.
Short-term leases and leases of a low value
As a lessee the Group has elected not to recognise right-of-use assets and lease
liabilities for leases of low-value assets and short-term leases, including IT
equipment. The Group recognises the lease payments associated with these leases
as an expense on a straight-line basis over the lease term.
Group as a lessor
As a lessor the Group classifies its leases as either operating or finance leases.
A lease is classified as a finance lease if it transfers substantially all the risks and
rewards incidental to ownership of the underlying asset, and classified as an
operating lease if it does not.
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Shaftesbury Capital PLC | 2025 Annual Report 167
Notes to the financial statements continued
1 Principal accounting policies óŁĸŪěĸůýù
Other financial assets
Other financial assets comprise amounts receivable from joint ventures and
associates which are classified as financial assets at amortised cost. At initial
recognition, the Group measures the financial asset at fair value plus transaction
costs that are directly attributable to the acquisition of the financial asset.
Financial assets at amortised cost are subsequently measured using the effective
interest rate (“EIR”) method and are subject to impairment review. The financial
assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership.
Derivative financial instruments
The Group uses non-traded derivative financial instruments to manage exposure to
interest rate risk. They are initially recognised on the trade date at fair value and
subsequently remeasured at fair value based on market price. The method of
recognising the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged.
Instruments that have not been designated as qualifying for hedge accounting are
classified as fair value through profit and loss. Changes in the fair value of these
instruments are split into interest (calculated as the accrued and realised cash flows)
and other changes in fair value. Interest is recognised in finance income or costs and
changes in fair value are recognised in change in fair value of derivative financial
instruments in the consolidated income statement.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently
measured at amortised cost. The methodology for assessment of impairment is
defined in the following paragraph.
Impairment of financial assets
The Group applies the IFRS 9 expected credit loss model in order to calculate a
lifetime expected loss allowance for all financial assets. To measure the expected
credit loss, receivables are reviewed on an individual contract basis. The expected
loss rates are based on forward-looking information as well as historical evidence of
collection.
For rent receivables, all customers are allocated a risk rating, as determined by
management, and provided a rating of maximum, high, medium and low risk. The
classification is developed by taking into consideration information on the
customer’s credit rating, current financial position, historical trading performance,
historical default rate and the operational performance of the business. In assessing
the provision the Group identifies risk factors associated by sector (retail, food &
beverage, office and residential) and the type of rent receivable outstanding (rent
arrears, service charge, other). In determining the provision on a customer by
customer basis, the Group considers both recent payment history and future
expectations of the customer’s ability to pay or possible default in order to
recognise an expected credit loss allowance. Based on sector and rent receivable
type, a provision is made in addition to a full provision for maximum risk customers
or customers with significant financial issues.
If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the original
impairment was recognised, the impairment reversal is recognised in the
consolidated income statement on a basis consistent with the original charge.
Tenant lease incentives are impaired based on an assessment of affordability.
For amounts receivable from joint ventures and associates, impairment is assessed
by comparing the carrying amount of the loans and receivables to the discounted
present value of the estimated future cash flows from the joint ventures and
associates.
Cash and cash equivalents
Cash and cash equivalents are recognised at fair value. Cash and cash equivalents
comprise cash on hand, deposits held at call with financial institutions, certain tenant
deposits and other short-term highly liquid investments with original maturities of
three months or less.
Tenant deposits held against tenants’ rent payment obligations in bank accounts
administered by the Group are classified as cash and cash equivalents. Tenant
deposits held against tenants’ rent payment obligations in bank accounts
administered by the Group’s managing agent are not included within the
consolidated balance sheet.
The Group holds cash on deposit as security for certain secured term loans and
secured bank facilities, and where there are certain conditions restricting their use.
Cash held on deposit which has conditions restricting its use and is not available on
demand, liquid or readily convertible, is classified within other receivables.
Borrowings
Borrowings comprise bank loans, secured loan facilities, loan notes and compound
financial instruments.
Bank loans, secured loan facilities and loan notes are ordinarily recognised initially
at their net proceeds as an approximation of fair value. If the transaction price is not
an approximation of fair value at initial recognition, the Group determines the fair
value as evidenced by a quoted price in an active market for an identical instrument
or based on a valuation technique that uses data from observable markets. Bank
loans and loan notes are subsequently carried at amortised cost. Any transaction
costs, premiums or discounts are capitalised and recognised over the contractual
life of the loan using the effective interest rate method, or on a straight-line basis
where it is impractical to do so.
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Shaftesbury Capital PLC | 2025 Annual Report 168
Notes to the financial statements continued
1 Principal accounting policies óŁĸŪěĸůýù
Borrowings óŁĸŪěĸůýù
In the event of early repayment, transaction costs, premia or discounts paid and
unamortised costs are recognised immediately in the consolidated income
statement.
Compound financial instruments issued by the Group comprise exchangeable bonds
that are convertible into shares. The exchangeable bonds were bifurcated into a
liability and embedded derivative option component on initial recognition. The
carrying value of the liability at initial recognition is the difference between the fair
value of the entire instrument as a whole and the embedded derivative’s fair value.
Any directly attributable transaction costs are allocated to each component in
proportion to their initial carrying amounts. The issue costs apportioned to the
embedded derivative are recognised immediately in the consolidated
income statement.
Subsequent to initial recognition, the liability component of a compound financial
instrument is measured at amortised cost using the effective interest method. Any
transaction costs apportioned to the liability are included in the carrying amount and
recognised over the contractual life of the liability using the effective interest rate
method.
When a facility has been modified an assessment of modification and extinguishment
is performed reviewing both quantitative and qualitative factors.
Interest related to the financial liability is recognised in the consolidated income
statement. The embedded derivative is measured at fair value with the fair value
adjustment accounted for in the consolidated income statement.
Trade and other payables
Trade payables are obligations for goods or services acquired in the ordinary
course of business. Trade and other payables are recognised at fair value and
subsequently measured at amortised cost until settled.
Pensions
The costs of the defined contribution scheme and the Group’s personal pension
plans are charged against profits or losses in the year in which they are incurred.
Contingent liabilities and capital commitments
Contingent liabilities are disclosed where there are present or possible obligations
arising from past events, but the economic impact is uncertain in timing, occurrence
or amount. A description of the nature and, where possible, an estimate of the
financial effect of contingent liabilities are disclosed.
Capital commitments are disclosed when the Group has a contractual future
obligation which has not been provided for at the balance sheet date. Amounts are
only provided for where such obligations are onerous.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to
the issue of ordinary shares are recognised as a deduction from equity, net of any
tax effects.
Own shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost
and deducted from equity. No gain or loss is recognised in profit or loss on the
purchase, sale, issue or cancellation of the Group’s own equity instruments. Any
difference between the carrying amount and the consideration, if reissued, is
recognised in the share premium.
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Shaftesbury Capital PLC | 2025 Annual Report 169
Notes to the financial statements continued
2 Segmental reportingȃ
The Group’s operating segments are established on the basis of information evaluated and regularly reviewed in decisions on how to allocate resources and assess
performance by the chief operating decision maker (“CODM”). IFRS 8 requires operating segments to be reported in a manner consistent with the internal financial reporting
reviewed by the CODM. The Group has determined the CODM to be the Executive Committee.
The principal activity of the Group is the investment in property to earn income and generate long-term capital returns. The Group operates primarily within the West End of
London.
The performance of the Group is assessed based on the key performance indicators, which are the IFRS, EPRA and underlying performance measures.
Following completion of the long-term partnership with NBIM on 1 April 2025, the Group has reassessed the way it evaluates performance. Effective from 1 April 2025,
reporting on the performance of the Covent Garden segment is presented separately to the CODM. As such the Covent Garden segment has become a separate reporting
segment from 1 April 2025 with prior year comparatives presented by segment.
For the remainder of the portfolio there has been no change in the way information is reported to the CODM. The allocation of funding and management of overheads and
financing continues to be determined at an overall Group level as the Group continues to look to maximise the potential from investment opportunities across the whole of
the portfolio and investment opportunities continue to be assessed on a building-by-building basis.
The CODM reviews information on a segmental basis for gross profit and market value of property portfolio only. No other assets or liabilities are monitored by segment.
Gross profit

|  | 2025 |  |  | 2024 |
| Covent |  |  | Covent |  |
| Garden | Other | Total | Garden | Other | Total
| £m | £m | £m | £m | £m | £m
Revenue 1 | 108.9 | 107.4 | 216.3 | 102.4 | 102.6 | 205.0
Costs 1 | (20.3) | (18.3) | (38.6) | (20.4) | (17.5) | (37.9)
Gross profit per consolidated income statement | 88.6 | 89.1 | 177.7 | 82.0 | 85.1 | 167.1
Attributable to non-controlling interest | (16.6) | – | (16.6) | – | – | –
Gross profit – Group share | 72.0 | 89.1 | 161.1 | 82.0 | 85.1 | 167.1

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

|  | 2025 |  |  | 2024 |
| Covent |  |  | Covent |  |
| Garden | Other | Total | Garden | Other | Total
| £m | £m | £m | £m | £m | £m
Market value of property portfolio under management 1 | 2,825.5 | 2,581.6 | 5,407.1 | 2,652.7 | 2,320.8 | 4,973.5
Attributable to non-controlling interest | (706.4) | – | (706.4) | – | – | –
Market value of property portfolio - Group share | 2,119.1 | 2,581.6 | 4,700.7 | 2,652.7 | 2,320.8 | 4,973.5

1.
Refer to note 12 ‘Property portfolio’ for a reconciliation to the carrying value of the property portfolio as per the consolidated balance sheet.
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Shaftesbury Capital PLC | 2025 Annual Report 170
Notes to the financial statements continued
3 Performance measures
The Group has applied the European Securities and Markets Authority guidelines on
alternative performance measures (“APMs”) in these annual results. An APM is a
financial measure of historical or future financial performance, position or cash flow
of the Group which is not a measure defined or specified in IFRS. Details of all APMs
used by the Group are set out in the APM section on page 199.
As is usual practice in the sector, the Group presents APMs for certain indicators,
including earnings, earnings per share and net tangible assets, making adjustments
as set out by EPRA in its Best Practice Recommendations. These recommendations
are designed to make the financial statements of public real estate companies more
comparable across Europe, enhancing the transparency, comparability and
coherency of the sector.
A summary of the number of shares, on a basic and diluted basis, in issue at year
end, and on a weighted average basis for the year, is set out in the table below.
Number of shares

| 2025 |  | 2024 |
| Weighted | 2025 | Weighted | 2024
| average | In issue | average | In issue
| million | million | million | million
Ordinary shares | 1,953.2 | 1,953.2 | 1,953.2 | 1,953.2
Own shares – Employee Benefit Trust | (3.1) | (3.1) | (3.1) | (3.1)
Own shares – exchangeable bonds 1 | (128.4) | (128.4) | (128.4) | (128.4)
Number of shares – basic 2 | 1,821.7 | 1,821.7 | 1,821.7 | 1,821.7
Dilutive effect of contingently issuable share |  |  |  |
option awards 3 | 14.2 | 18.4 | 5.7 | 10.0
Dilutive effect of contingently issuable |  |  |  |
deferred share awards 3 | 1.5 | 2.2 | 0.7 | 1.6
Number of shares – diluted 4 | 1,837.4 | 1,842.3 | 1,828.1 | 1,833.3

1.
Includes 127,008,786 shares held as collateral for the exchangeable bonds.
2.
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share.
3.
Further information on these potential ordinary shares can be found in note 30 ‘Share-based payments’.
4.
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating
diluted earnings and net assets per share.
Earnings per share – IFRS
2025
£m
2024
£m
Basic earnings attributable to owners of the Parent 340.2 252.1
Basic earnings per share 18.7p 13.8p
Diluted earnings per share
18.5p 13.8p
Headline earnings per share
Headline earnings per share is calculated in accordance with Circular 1/2023 issued
by the South African Institute of Chartered Accountants, a requirement of the
Group’s Johannesburg Stock Exchange secondary listing. This measure is not a
requirement of IFRS.

| 2025 | 2024
| £m | £m
Basic earnings attributable to owners of the Parent | 340.2 | 252.1
Group adjustments: |  |
Loss on sale of associate | – | 4.0
Loss on sale of investments and subsidiaries | 6.7 | –
Gain on revaluation and sale of investment property 1 | (286.1) | (194.6)
Headline earnings | 60.8 | 61.5
Basic and diluted headline earnings per share (pence) | 3.3p | 3.4p

1.
Excludes gain on revaluation of investment property attributable to non-controlling interest of £35.7 million (31
December 2024: nil)
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Notes to the financial statements continued
3 Performance measures óŁĸŪěĸůýù
One of the key performance measures which the Group uses is underlying earnings.
The underlying earnings measure reflects the underlying financial performance of
the Group’s West End property rental business and is used for the calculation of
dividends. The measure aligns with the main principles of EPRA earnings. EPRA
earnings excludes valuation movements and profit or loss on disposal of investment
properties, fair value changes of financial instruments, cost of early close out of
debt, certain allowable non-operating and exceptional items and the amounts
allocated to non-controlling interest in respect of these.
The non-operating and exceptional items adjusted for by the Group in the current
and prior year include non-recurring corporate and transaction costs. These costs
are considered non-recurring as they relate to significant transactions outside the
ongoing operations of the Group. Other exceptional items adjusted for include the
fair value movements of the option component of the exchangeable bond, and
following the completion of the all-share merger in March 2023, the unwinding of the
IFRS 3 fair value of debt.
In calculating underlying earnings in both years, additional adjustments are made to
exclude the financial performance of the Lillie Square joint venture, associated tax
adjustments and the interest receivable on the loan issued to the joint venture by the
Group. Lillie Square is not considered to be a core part of the operations of the
Group and therefore its results are not included in underlying earnings.
Earnings per share – EPRA and Underlying

| 2025 | 2024
| £m | £m
Basic earnings | 387.4 | 252.1
Basic earnings attributable to non-controlling interest | (47.2) | –
Basic earnings attributable to owners of the Parent | 340.2 | 252.1
EPRA Group adjustments: |  |
Gain on revaluation and sale of investment property 1 | (286.1) | (194.6)
Change in value of investments and other receivables | 6.5 | 7.0
Change in fair value of financial instruments – interest |  |
rate derivatives | 3.5 | 6.3
Fair value acceleration and costs associated with early |  |
close out of debt | 4.1 | 1.0
Loss on sale of investments and subsidiaries | 6.7 | –
Loss on sale of associate | – | 4.0
EPRA non-operating and exceptional items: |  |
Non-underlying administration expenses | 5.9 | 3.3
Change in fair value of financial instruments – |  |
exchangeable bond option | (0.5) | (5.4)
Other exceptional finance items 2 | 5.4 | 5.8
EPRA joint venture and associate adjustments: |  |
Adjustments in respect of joint ventures and associate | 2.9 | (4.2)
EPRA earnings | 88.6 | 75.3
EPRA earnings per share (pence) | 4.9 | 4.1
Underlying earnings adjustments: |  |
Joint ventures adjustment – Lillie Square 3 | (6.7) | (2.3)
Underlying earnings | 81.9 | 73.0
Underlying earnings per share (pence) | 4.5 | 4.0

1.
Excludes gain on revaluation of investment property attributable to non-controlling interest of £35.7 million (31
December 2024: nil).
2.
Other exceptional finance items consists of £4.9 million (31 December 2024: £6.1 million) IFRS 3 fair value of debt
unwind, exceptional legal fees and non-underlying finance income of £0.5 million (31 December 2024: £0.3 million
offset).
3.
The Lillie Square joint venture is not considered part of the core underlying business of the Group and therefore its
results are excluded from underlying earnings. The adjustment includes £3.8 million (31 December 2024: £3.8 million)
interest receivable by the Group on the interest-bearing loans issued to the joint venture and £2.9 million (31
December 2024: £1.5 million offset) of adjustments made to EPRA earnings for profit on sale and transfer of trading
property, loss on revaluation of investment property and write down of trading property.
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Shaftesbury Capital PLC | 2025 Annual Report 172
Notes to the financial statements continued
3 Performance measures óŁĸŪěĸůýù
Net assets per share

|  | 2025 |  |  | 2024 |
| EPRA NRV | EPRA NTA | EPRA NDV | EPRA NRV | EPRA NTA | EPRA NDV
| £m | £m | £m | £m | £m | £m
Equity attributable to owners of the Parent 1 | 3,954.2 | 3,954.2 | 3,954.2 | 3,674.3 | 3,674.3 | 3,674.3
Unrecognised surplus on trading property – joint venture | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1
Fair value of financial instruments – interest rate derivatives 2 | (1.6) | (1.6) | – | (3.4) | (3.4) | –
Fair value adjustment of exchangeable bonds 3 | 2.2 | 2.2 | – | (0.4) | (0.4) | –
Real Estate Transfer Tax | 316.1 | – | – | 333.1 | – | –
Adjustment of fixed rate debt from carrying value to fair value 4 | – | – | 5.1 | – | – | 50.8
Deferred tax adjustments | – | – | – | 0.5 | 0.5 | –
NAV | 4,271.0 | 3,954.9 | 3,959.4 | 4,004.2 | 3,671.1 | 3,725.2
NAV per share (pence) | 231.8p | 214.7p | 214.9p | 218.4p | 200.2p | 203.2p

1.
IFRS total equity attributable to owners of the Parent of 214.6 pence per share (31 December 2024: 200.4 pence per share).
2.
This relates to the fair value of interest rate derivatives. Further details are disclosed within note 16 ‘Derivative financial instruments’.
3.
Adjustment to remove the exchangeable bond option fair value and include the exchangeable bond liability at nominal value of £275 million.
4.
Excludes fair value of exchangeable bond option component included under derivative liabilities as disclosed in note 16 ‘Derivative financial instruments’.
4 Gross profit
All revenue has been generated from operations within the United Kingdom.

| 2025 | 2024
| £m | £m
Rental receivable | 212.7 | 197.2
Straight-lining of tenant lease incentives | 3.6 | 7.8
Service charge income | 22.6 | 22.1
Revenue | 238.9 | 227.1
Property expenses | (33.7) | (33.1)
Provision for expected credit loss | (3.3) | (3.9)
Tenant lease incentives written off | (1.6) | (0.9)
Service charge expenses | (22.6) | (22.1)
Costs | (61.2) | (60.0)
Gross profit | 177.7 | 167.1

5 Administration expenses

| 2025 | 2024
| £m | £m
Depreciation | 0.2 | 0.3
Employee costs | 28.4 | 23.0
Head office administration expenses | 15.7 | 16.1
Non-underlying administration expenses 1 | 5.9 | 3.3
Administration expenses | 50.2 | 42.7

1.
Non-underlying administration expenses relate to non-recurring corporate and transaction-related costs.
(a) Employee costs (including Executive Directors)

|  | 2025 | 2024
| Note | £m | £m
Wages and salaries |  | 16.7 | 16.3
Social security costs |  | 2.4 | 2.1
Pension costs |  | 1.6 | 1.5
Share-based payments | 30 | 7.7 | 3.1
Employee costs |  | 28.4 | 23.0

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Shaftesbury Capital PLC | 2025 Annual Report 173
Notes to the financial statements continued
5 Administration expenses óŁĸŪěĸůýù
(b) Employee numbers

Average monthly number of people (including Executive Directors) employed | 2025 | 2024
Total average headcount | 101 | 98

The details of individual Directors’ remuneration and pension benefits as set out in
the tables contained in the Directors’ remuneration report on pages 123 to 147 form
part of these consolidated financial statements.
(c) Auditors’ remuneration

| 2025 | 2024
| £m | £m
Remuneration to the principal auditors in respect of audit fees: |  |
Company and Group consolidated financial statements | 0.9 | 1.0
Audit of the financial statements of the Company’s subsidiaries | 0.3 | 0.3
Total audit fees | 1.2 | 1.3
Audit related assurance services including interim review | 0.1 | 0.1
Total fees for audit and audit related services | 1.3 | 1.4

The Group’s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in
addition to their audit engagement duties where their expertise and experience of the
Group are important. 2025 non-audit fees, including the interim review, represented 9.2
per cent of the total audit fee (31 December 2024: 10.0 per cent). Further details on
the Audit Committee’s non-audit services policy can be found on page 122.
6 Gain on revaluation and sale of investment property

| 2025 | 2024
| £m | £m
Gain on revaluation of investment property | 322.7 | 202.9
Loss on sale of investment property | (0.9) | (8.3)
Gain on revaluation and sale of investment property | 321.8 | 194.6

7 Change in value of investments and other receivables
Included in the change in value of investments and other receivables are impairments
in relation to amounts receivable from the Lillie Square joint venture of £6.5 million
(31 December 2024: £5.2 million). The prior year included other impairments of £1.8
million.
The investment and other receivables in Lillie Square consist of the equity
investment, interest-bearing loans and a working capital facility.
Due to the joint venture being in a net liability position, and incurring losses in the
year, the equity investment is held at nil (31 December 2024: nil).
As at the balance sheet date, prior to impairment, the Group held an interest-bearing
loan of £93.7 million (31 December 2024: £89.9 million) and working capital facility of
£29.3 million (31 December 2024: £29.2 million).
As required by IFRS 9, an impairment assessment was performed comparing the
carrying amount of the interest-bearing loans and working capital facility to the
present value of the estimated future cash flows from the joint venture.
The key assumptions made in the impairment assessment were the expected cash
flows to be generated over the project life and the timing thereof. In terms of IFRS 9
requirements the Group applied a discount rate of 4.25 per cent (being the effective
interest rate on the loan to the joint venture) to the cash flows which are in line with
the strategic plan of the joint venture.
As a result, the Group has booked an impairment of £6.5 million during 2025 leading
to a cumulative impairment of £54.8 million (31 December 2024: £48.3 million
cumulative impairment). The cumulative impairment takes into consideration the
losses from the joint venture.
Factoring in the impairment, the interest-bearing loan is held at a net book value of
£68.2 million (31 December 2024: £70.7 million) and working capital facility at nil
(31 December 2024: nil). The balances are included within Trade and other
receivables at the balance sheet date.

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Shaftesbury Capital PLC | 2025 Annual Report 174
Notes to the financial statements continued
8 Finance income

| 2025 | 2024
| £m | £m
Finance income: |  |
On deposits and current accounts | 17.3 | 5.0
On interest rate derivatives | 3.2 | 9.8
Finance income | 20.5 | 14.8
Other finance income: |  |
On loans to joint ventures and associates | 3.8 | 4.2
Non-underlying finance income | 0.2 | 0.3
Other finance income | 4.0 | 4.5

9 Finance costs

| 2025 | 2024
| £m | £m
On bank facilities and loan notes | 29.8 | 35.8
On exchangeable bonds 1 | 8.6 | 8.5
On secured loans | 25.1 | 27.4
On obligations under lease liabilities | 0.3 | 0.3
Finance costs | 63.8 | 72.0
Other finance costs: |  |
Non-underlying finance charges 2 | 9.7 | 6.5
Other finance costs | 9.7 | 6.5

1.
On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The
net proceeds received from the issue of the exchangeable bonds have been split between the financial liability
element and an option component. The debt component is accounted for at amortised cost and, after taking into
account transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (£5.5
million) represents the cash coupon on the bond.
2.
Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-
recurring costs and do not represent the underlying performance of the business. These finance charges include £4.9
million (31 December 2024: £5.5 million) IFRS 3 fair value of debt unwind, £2.7 million (31 December 2024: nil)
accelerated fair value unwind and £2.1 million (31 December 2024: £1.0 million) costs associated with early close out
of debt and exceptional legal fees.
10 Taxation

| 2025 | 2024
| £m | £m
Current income tax: |  |
Current income tax charge | – | 0.5
Adjustments in respect of previous years | (0.3) | (0.2)
Current tax on profits | (0.3) | 0.3
Deferred income tax: |  |
On accelerated capital allowances | (0.5) | –
On Group losses | (1.6) | 0.9
On other temporary differences | 2.1 | (0.9)
Deferred tax on profits | – | –
Total taxation (credit)/charge in the consolidated income statement | (0.3) | 0.3

Factors affecting the tax charge for the year
The tax credit for the year is £0.3 million (31 December 2024: £0.3 million charge) against
a profit before tax of £387.1 million (31 December 2024: £252.4 million). A reconciliation
against the standard rate of corporation tax in the United Kingdom (“UK”) is set out below:

| 2025 | 2024
| £m | £m
Profit before tax | 387.1 | 252.4
Profit on ordinary activities multiplied by the standard rate in the UK |  |
of 25.0% (31 December 2024: 25.0%) | 96.8 | 63.1
Revaluation gains attributable to the REIT business | (80.6) | (50.8)
Expenses disallowed | 13.6 | 2.8
Non-taxable items | – | (1.5)
REIT tax-exempt rental profits | (29.6) | (12.6)
Share of partnership loss | (1.5) | (0.1)
Other temporary differences not provided | 1.3 | 1.3
Utilisation of losses not recognised for deferred tax | – | (1.7)
Adjustments in respect of previous years | (0.3) | (0.2)
Total taxation (credit)/charge in the consolidated income statement | (0.3) | 0.3

As a UK REIT, the Group is exempt from UK corporation tax on income and gains
from qualifying activities. Non-qualifying activities are subject to UK corporation tax.
As a UK REIT, the Group must distribute at least 90 per cent of the Group’s income
profits from its tax-exempt property rental business (calculated by reference to tax
rather than accounting rules), and 100 per cent of the Group's UK REIT investment
profits, by way of a dividend, which is known as a Property Income Distribution
(“PID”). A corporation tax charge will arise for the Group at the main corporation tax
rate if the minimum PID requirement is not met within 12 months of the end of the
period. Further details regarding the PID are set out in note 11 ‘Dividends’.
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Shaftesbury Capital PLC | 2025 Annual Report 175
Notes to the financial statements continued
11 Dividends

Group and Company | PID | Non-PID | Date paid | 2025 | 2024
| Pence per share |  | £m | £m
Ordinary shares |  |  |  |  |
For the year ended 31 December 2023: |  |  |  |  |
Final dividend of 1.65 pence per share | 0.65 | 1.0 | 31 May 2024 | – | 32.2
For the year ended 31 December 2024: |  |  |  |  |
Interim dividend of 1.7 pence per share | 1.0 | 0.7 | 1 October 2024 | – | 33.2
Final dividend of 1.8 pence per share | 1.8 | – | 30 May 2025 | 35.2 | –
For the year ended 31 December 2025: |  |  |  |  |
Interim dividend of 1.9 pence per share | 1.5 | 0.4 | 1 October 2025 | 37.0 | –
Dividend expense 1 |  |  |  | 72.2 | 65.4

1.
Includes £4.7 million (31 December 2024: £4.3 million) paid to a controlled entity, Capco Investment London (No.7)
Scottish Limited Partnership, in respect of 128,350,793 shares, of which 127,008,786 are held as collateral for the
exchangeable bonds. The entity has provided an undertaking not to exercise its voting rights in respect of such
ordinary shares but has received its dividend, all of which was retained by the Group following calculation of the
dividend threshold test as set out in the exchangeable bond conditions. The Group’s dividend expense recorded in
the consolidated statement of cash flows is £66.7 million (31 December 2024: £61.1 million), which includes a £0.8
million adjustment for dividend withholding tax not yet paid at year end.
As a UK REIT, Shaftesbury Capital is required to distribute at least 90 per cent of the
Group’s income profits from its tax-exempt property rental business, and 100 per
cent of the Group’s UK REIT investment profits, by way of a PID.
These distributions can be subject to withholding tax at 20 per cent. Dividends from
profits of the Group’s taxable residual business are ordinary dividends and will be
taxed as an ordinary dividend.
On 24 February 2026, the Directors proposed a final cash dividend for 2025 of 2.1
pence per ordinary share which will be paid wholly as a PID. The final cash dividend
will be paid on 22 May 2026 to all shareholders on the register on 24 April 2026.
12 Property portfolio
Carrying value of property portfolio

|  | 2025 | 2024
| Note | £m | £m
Carrying value of investment property at 1 January |  | 4,899.1 | 4,740.2
Carrying value of investment property held for sale at 1 |  |  |
January |  | 9.8 | –
Carrying value at 1 January |  | 4,908.9 | 4,740.2
Additions from acquisitions |  | 85.4 | 84.9
Additions from subsequent expenditure |  | 33.1 | 43.1
Disposals 1 |  | (12.8) | (162.2)
Gain on revaluation | 6 | 322.7 | 202.9
Transfer to held for sale 1 |  | – | (9.8)
Carrying value of investment property |  | 5,337.3 | 4,899.1
Adjustment in respect of fixed head leases |  | (2.6) | (3.0)
Adjustment in respect of tenant lease incentives and deferred letting fees | 17 | 51.7 | 47.5
Market value of investment property |  | 5,386.4 | 4,943.6
The investment property valuation comprises: |  |  |
Freehold properties |  | 4,248.6 | 3,849.0
Leasehold properties |  | 1,137.8 | 1,094.6
Market value of investment property |  | 5,386.4 | 4,943.6

1.
At 31 December 2024, two properties had exchanged for sale and were accordingly classified as held for sale. Both
transactions have subsequently completed and are included in the disposals value of £12.8 million for the current
year.
Valuation process
The fair value of the Group’s investment property and owner-occupied property at
31 December 2025 was determined by independent, appropriately qualified external
valuers, CBRE and Cushman & Wakefield. The valuations conform to the Royal
Institution of Chartered Surveyors (“RICS”) Valuation Professional Standards. Fees
paid to valuers are based on fixed price contracts.
Each year the Company appoints the external valuers. The valuers are selected
based on their knowledge, independence and reputation for valuing assets such as
those held by the Group.
Valuations are performed bi-annually and are performed consistently across all
properties in the Group’s portfolio. At each reporting date, appropriately qualified
employees of the Group verify all significant inputs and review computational
outputs. Valuers submit and present summary reports to the Group’s Audit
Committee, with the Executive Committee reporting to the Board on the outcome of
each valuation round.
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Shaftesbury Capital PLC | 2025 Annual Report 176
Notes to the financial statements continued
12 Property portfolio óŁĸŪěĸůýù
Valuation process óŁĸŪěĸůýù
A breakdown of the Group’s property portfolio at market value is shown below:

|  | 2025 | 2024
Market value of property portfolio | Note | £m | £m
Market value of investment property |  | 5,386.4 | 4,943.6
Market value of investment property held for sale |  | – | 9.8
Market value of owner-occupied property | 13 | 20.7 | 20.1
Market value of property portfolio under management |  | 5,407.1 | 4,973.5
Market value of investment property attributable to non- controlling interest |  | (706.4) | –
Market value of property portfolio (Group share) |  | 4,700.7 | 4,973.5

The gain/(loss) on revaluation of the Group’s property portfolio is shown below:

|  | 2025 | 2024
Revaluation gain/(loss) of property portfolio | Note | £m | £m
Revaluation gain reported in consolidated income |  |  |
statement | 6 | 322.7 | 202.9
Revaluation gain/(loss) reported in consolidated |  |  |
statement of comprehensive income | 13 | 0.6 | (0.1)
Total revaluation gain of property portfolio under management |  | 323.3 | 202.8

Valuation techniques
Valuations are based on what is determined to be the highest and best use. When
considering the highest and best use a valuer will consider, on a property-by-
property basis, its actual and potential uses which are physically, legally and
financially viable. Where the highest and best use differs from the existing use, the
valuer will consider the cost and the likelihood of achieving and implementing this
change in use in arriving at its valuation.
The fair value of the Group’s investment properties has primarily been determined
using a market approach, which provides an indication of value by comparing the
subject asset with similar assets for which price information is available. The external
valuers use information provided by the Group, such as tenancy information and
capital expenditure expectations. In deriving fair value, the valuer also makes a
series of assumptions, using professional judgement and market observations. These
assumptions include, but are not limited to, market yields, ERVs and void periods.
The critical key assumptions are the equivalent yields and ERVs, as set out within the
table on the next page and within the Analysis of property portfolio on page 206.
Equivalent yields are based on current market prices, depending on, inter alia, the
location, condition and use of the properties. ERVs are calculated using a number of
factors which include current rental income, market comparatives and local
occupancy levels.
Whilst there is market evidence for the key inputs, and recent transaction prices for
similar properties, there is still a significant element of estimation and judgement. As
a result of adjustments made to market observable data, these significant inputs are
deemed unobservable.
Non-financial assets carried at fair value, as is the case for investment property held
by the Group, are required to be analysed by level depending on the valuation
method adopted under IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”).
The different valuation levels are defined as:
Level 1: valuation based on quoted market prices traded in active markets;
Level 2: valuation based on inputs other than quoted prices included within Level 1
that maximise the use of observable data either directly or from market prices or
indirectly derived from market prices; and
Level 3: where one or more inputs to valuation are not based on observable market
data. Valuations at this level are more subjective and therefore more closely
managed, including sensitivity analysis of inputs to valuation models.
When the degree of subjectivity or nature of the measurement inputs change,
consideration is given as to whether a transfer between fair value levels is deemed
to have occurred. Unobservable data becoming observable market data would
determine a transfer from Level 3 to Level 2. All investment properties held by the
Group are classified as Level 3 in the current and prior year.
The following table sets out the key unobservable inputs used in the valuation
models of the property portfolio under management:

| 2025 | 2024
| Range | Range
Key unobservable inputs | (weighted average) | (weighted average)
Estimated rental value per square foot per | £18-£323 | £19–£296
annum | (£98) | (£92)
Equivalent yield | 2.7%-6.8% | 2.9%–6.5%
| (4.43%) | (4.45%)

Sensitivity to changes in key assumptions
As noted in the critical accounting judgements and key sources of estimation and
uncertainty section in note 1 ‘Principal accounting policies’, the valuation of the
Group’s property portfolio is inherently subjective. As a result, the valuations are
subject to a degree of uncertainty and are made on the basis of assumptions which
may not prove to be accurate, particularly in periods of volatility or low transaction
flow in the commercial property market.

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Notes to the financial statements continued
12 Property portfolio óŁĸŪěĸůýù
Sensitivity to changes in key assumptions óŁĸŪěĸůýù
The sensitivity analysis below illustrates the impact on the fair value of the Group’s
properties, from changes in the key assumptions:

|  | Change in ERV |  |
| –10% | –5% | +5% | +10%
(Decrease)/increase in fair value (£m) | (436.3) | (219.9) | 224.4 | 449.3

|  | Change in Yield |  |
| –50bps | –25bps | +25bps | +50bps
Increase/(decrease) in fair value (£m) | 588.4 | 273.2 | (256.8) | (481.6)

The table above shows movements in key assumptions in isolation. These key
unobservable inputs are interdependent. All other factors being equal, a higher
equivalent yield would lead to a decrease in the valuation, and an increase in
estimated rental value would increase the capital value, and vice versa. However,
there are interrelationships between the key unobservable inputs which are partially
determined by market conditions, which would impact these changes.
At 31 December 2025, the Group was contractually committed to £10.8 million
(31 December 2024: £24.1 million) of future expenditure for the purchase,
refurbishment and enhancement of investment property. Refer to note 26 ‘Capital
commitments’ for further information on capital commitments.
Net Zero Carbon and EPC compliance
We are committed to meeting our 2030 carbon reduction targets and have reset our
Net Zero Carbon target to 2040 to align with Science Based Targets initiative (“SBTi”)
long-term carbon reduction targets. A key element in achieving this will come from
carbon efficiencies created through refurbishments of the Group’s property
portfolio.
During 2025, the Group’s additions from subsequent expenditure were £33.1 million
(31 December 2024: £43.1 million). Included within the £33.1 million total subsequent
expenditure is work which related to enhancing the environmental performance of
assets, and design stage work aimed at delivering environmental enhancements.
We aim for commercial units to have a “B” or above and residential units a “C” or
above rating by 2030. We have already exceeded our interim target of 75 per cent
of commercial units having a “B” or above EPC.
13 Property, plant and equipment

| Owner |  |
| occupied |  |
| property | Other | Total
| £m | £m | £m
Net carrying value at 1 January 2024 | 20.2 | 3.8 | 24.0
Additions | – | 2.3 | 2.3
Depreciation 1 | – | (0.7) | (0.7)
Revaluation | (0.1) | – | (0.1)
Net carrying value at 31 December 2024 | 20.1 | 5.4 | 25.5
Depreciation 1 | – | (0.9) | (0.9)
Revaluation | 0.6 | – | 0.6
Net carrying value at 31 December 2025 | 20.7 | 4.5 | 25.2

1.
£0.2 million (31 December 2024: £0.3 million) of depreciation is recognised within note 5 ‘Administration expenses’ and
£0.7 million (31 December 2024: £0.4 million) is recognised within note 4 ‘Gross profit’.
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Shaftesbury Capital PLC | 2025 Annual Report 178
Notes to the financial statements continued
14 Investments in joint ventures and associates
Investments in joint ventures and associates are measured using the equity method.
At 31 December 2025, investments comprised of Lillie Square joint venture (“LSJV”),
which is held with other investors on a 50:50 basis. The net profit from joint ventures
and associates of £0.5 million included in the prior year consolidated income
statement consists of £4.5 million share of profit from Longmartin, offset by a loss on
sale on its disposal in October 2024 of £4.0 million.
The table below reconciles the opening to closing carrying value of investments as
presented in the consolidated balance sheet.

| Longmartin | LSJV | Total
Investments in joint ventures and associates | £m | £m | £m
At 1 January 2024 | 83.4 | – | 83.4
Share of profit/(loss) for the period 1 | 4.5 | (1.8) | 2.7
Losses restricted for the year 1 | – | 1.8 | 1.8
Dividend received | (1.2) | – | (1.2)
Disposal of associate | (86.7) | – | (86.7)
At 31 December 2024 | – | – | –
Share of loss for the year 1 | – | (6.5) | (6.5)
Losses restricted for the year 1 | – | 6.5 | 6.5
At 31 December 2025 | – | – | –

1.
The loss from the Lillie Square joint venture for the year of £6.5 million (31 December 2024: £1.8 million) has been
restricted in accordance with the requirements of IAS 28. Cumulative losses of £46.7 million (31 December 2024: £40.2
million), which exceed the Group’s investment in the joint venture, have been restricted to date, and as a result the carrying
value of the investment in LSJV is nil (31 December 2024: nil). The Group holds £68.2 million (31 December 2024: £70.7
million) of recoverable loans from LSJV within note 17 ‘Trade and other receivables’.
LSJV
LSJV was established as a joint venture arrangement with KFI in August 2012. The
joint venture was established to own, manage and develop land interests at Lillie
Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited, acting as general
partner to the partnership, and its subsidiaries.
All major decisions regarding LSJV are taken by the Board of Lillie Square GP
Limited, through which the Group shares strategic control.
The summarised income statement and balance sheet of LSJV are presented below.

| 2025 | 2024
Summarised income statement | £m | £m
Revenue | 4.3 | 3.6
Gross profit | 1.5 | 1.3
(Loss)/gain on revaluation, sale and transfer of investment |  |
and trading property | (5.8) | 3.0
Administration expenses | (1.4) | (0.7)
Net finance costs 1 | (7.3) | (7.1)
Loss for the year after taxation | (13.0) | (3.5)

1.
Net finance costs include £7.6 million (31 December 2024: £7.6 million) interest payable on the interest-bearing loans
issued to the joint venture by the Group and KFI. Finance income receivable by the Group from LSJV of £3.8 million
(31 December 2024: £3.8 million) is recognised in the consolidated income statement within other finance income.

| 2025 | 2024
Summarised balance sheet | £m | £m
Investment property | 84.9 | 87.4
Other non-current assets | 5.4 | 5.6
Non-current assets | 90.3 | 93.0
Trading property | 39.5 | 42.8
Other current assets | 2.9 | 1.3
Cash and cash equivalents | 11.4 | 9.7
Current assets | 53.8 | 53.8
Amounts payable to joint venture partners 1 | (232.6) | (224.8)
Other current liabilities | (4.5) | (2.1)
Current liabilities | (237.1) | (226.9)
Net liabilities | (93.0) | (80.1)
Carrying value of investment and trading property | 124.4 | 130.2
Unrecognised surplus on trading property 2 | 0.3 | 0.3
Market value of investment and trading property 2 | 124.7 | 130.5

1.
Amounts payable to joint venture partners include working capital facilities of £29.3 million (31 December 2024: £29.2
million) advanced by the Group and an interest-bearing loan of £163.0 million (nominal value) advanced by the Group
and KFI. The carrying value of the loan before impairment, including accrued interest, was £187.4 million (31
December 2024: £179.8 million). Recoverable amounts receivable by the Group, net of impairments, are recognised
on the consolidated balance sheet within non-current trade and other receivables.
2.
The unrecognised surplus on trading property and the market value of LSJV’s property portfolio are shown for
informational purposes only and are not a requirement of IFRS. Trading property continues to be measured at the
lower of cost and net realisable value.

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Shaftesbury Capital PLC | 2025 Annual Report 179
Notes to the financial statements continued
15 Non-controlling interest
On 1 April 2025, NBIM Mary Limited, a subsidiary of Norges Bank Investment
Management, acquired a 25 per cent non-controlling interest in Covent Garden Real
Estate Holdings Limited (“Covent Garden estate”), a subsidiary of the Group, for a
cash consideration of £574.0 million. A loss on sale of £6.7 million, including
transaction costs of £6.1 million, has been recorded within the loss on sale of
investments and subsidiaries in the consolidated income statement.
The principal place of business of Covent Garden Real Estate Holdings Limited is
within the United Kingdom.
The accumulated non-controlling interest is presented below.

| 2025
| £m
At 1 January | –
Non-controlling interest’s share of net assets acquired | 574.6
Profit for the period attributable to non-controlling interest | 47.2
Dividends paid to non-controlling interest | (7.9)
At 31 December | 613.9

The summarised income statement, balance sheet and cash flow statement of the
Covent Garden estate are presented below.

| 1 April 2025 to
| 31 December
| 2025
Summarised income statement | £m
Revenue 1 | 83.0
Costs 1 | (16.5)
Gross profit | 66.5
Gain on revaluation of investment property | 142.6
Administration expenses | (13.1)
Net finance costs | (7.4)
Income tax | 0.3
Profit for the period | 188.9

1.
Revenue and costs exclude service charge income and expenses of £8.2 million.

| 1 April 2025 to
| 31 December
| 2025
Summarised cash flow statement | £m
Operating cash inflow after interest and tax | 44.4
Purchase and development of investment property | (15.5)
Cash dividend paid | (31.6)
Net cash outflow | (2.7)

| 2025
Summarised balance sheet | £m
Investment property 1 | 2,788.6
Other non-current assets | 34.2
Non-current assets | 2,822.8
Cash and cash equivalents 2 | 42.7
Other current assets | 26.1
Current assets | 68.8
Borrowings, including lease liabilities 3 | (217.0)
Non-current liabilities | (217.0)
Borrowings, including lease liabilities 3 | (162.7)
Other current liabilities | (56.4)
Current liabilities | (219.1)
Net assets | 2,455.5

1.
The market value of investment property as at 31 December 2025 is £2,825.5 million.
2.
Cash and cash equivalents includes £15.5 million of tenant deposits which relate to cash held on deposit as security
against tenant rent payments which are subject to certain restrictions and therefore not available for general use by
the Group. In addition, cash deposits against tenants’ rent payment obligations totalling £7.0 million are held in bank
accounts administered by the Group’s managing agents which are not included within the consolidated balance sheet.
3.
The nominal value of debt included within borrowings is £380.0 million.
16 Derivative financial instruments
1.
On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The
net proceeds received from the issue of the exchangeable bonds have been split between the financial liability
element and an option component, representing the fair value of the embedded option to convert the financial liability
into equity of Shaftesbury Capital. The debt component is accounted for at amortised cost at the effective interest
rate method and the derivative liability is accounted for at fair value through profit or loss.

| 2025 | 2024
Derivative financial assets | £m | £m
Current |  |
Interest rate derivatives | 1.6 | 3.4
Derivative financial assets | 1.6 | 3.4

| 2025 | 2024
Derivative financial liabilities | £m | £m
Non-current |  |
Derivative liability – exchangeable bonds 1 | – | 1.8
Current |  |
Derivative liability – exchangeable bonds 1 | 1.3 | –
Derivative financial liabilities | 1.3 | 1.8

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Shaftesbury Capital PLC | 2025 Annual Report 180
Notes to the financial statements continued
16 Derivative financial instruments óŁĸŪěĸůýù
During the year, the following movements on derivative financial instruments were
recognised in profit or loss:

| 2025 | 2024
Profit or loss | £m | £m
Fair value loss on interest rate derivatives 1 | (3.5) | (6.3)
Fair value gain on derivative liability – exchangeable bonds | 0.5 | 5.4
Change in fair value of derivative financial instruments | (3.0) | (0.9)

1.
Fair value loss on interest rate derivatives consists of £3.4 million loss on derivatives which matured on 31 December
2025 and £0.1 million loss on derivatives entered into on 30 December 2025. The derivatives entered into on 30
December 2025 had an upfront cost of £1.7 million.
17 Trade and other receivables

| 2025 | 2024
| £m | £m
Non-current |  |
Prepayments and accrued income 1 | 39.8 | 39.9
Amounts receivable from joint ventures 2 | 68.2 | 70.7
Other receivables 3 | 5.8 | 29.1
Trade and other receivables | 113.8 | 139.7
Current |  |
Rent receivable 4 | 13.3 | 9.9
Prepayments and accrued income 1 | 19.9 | 15.2
Other receivables | 8.1 | 5.3
Trade and other receivables | 41.3 | 30.4

1.
Includes tenant lease incentives and deferred letting fees of £51.7 million (31 December 2024: £47.5 million).
2.
Amounts receivable from joint ventures represents an interest-bearing loan of £93.7 million (31 December 2024: £89.9
million) provided to LSJV. The loan bears interest at 4.25 per cent per annum and is repayable on demand. As it is not
the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The loan has
been impaired by £25.5 million (31 December 2024: £19.2 million) to date. Included within current trade and other
receivables is working capital of £29.3 million (31 December 2024: £29.2 million) due from LSJV that has been fully
impaired. Refer to note 7 ‘Change in value of investments and other receivables’ for further detail.
3.
Non-current other receivables include £5.7 million (31 December 2024: £29.1 million) of restricted cash held on
deposit as security for the secured debt with certain conditions restricting the use.
4.
Rent receivable is shown net of an expected credit loss provision of £4.9 million (31 December 2024: £8.0 million).
18 Cash and cash equivalents

| 2025 | 2024
| £m | £m
Cash at hand | 1.9 | 11.7
Cash on short-term deposits | 344.0 | 98.1
Cash | 345.9 | 109.8
Tenant deposits 1 | 15.5 | 14.2
Cash and cash equivalents | 361.4 | 124.0

1.
Tenant deposits included above relate to cash held on deposit as security against tenant rent payments which
are subject to certain restrictions and therefore not available for general use by the Group. The deposits are
held in bank accounts administered by the Group and are therefore included within cash and cash equivalents
in the consolidated balance sheet. In addition, cash deposits against tenants’ rent payment obligations totalling
£26.5 million (31 December 2024: £22.2 million) are held in bank accounts administered by the Group’s
managing agents which are not included within the consolidated balance sheet.
19 Trade and other payables

| 2025 | 2024
| £m | £m
Rent in advance | 27.6 | 22.1
Accruals | 37.2 | 42.7
Other payables | 24.0 | 14.9
Other taxes and social security | 9.3 | 5.1
Trade and other payables | 98.1 | 84.8

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Shaftesbury Capital PLC | 2025 Annual Report 181
Notes to the financial statements continued
20 Borrowings

|  |  |  | 2025 |  |  |
| Carrying |  |  | Fixed | Floating | Fair | Nominal
| value | Secured | Unsecured | rate | rate | value | value
| £m | £m | £m | £m | £m | £m | £m
Current |  |  |  |  |  |  |
Loan notes | 162.5 | – | 162.5 | 162.5 | – | 160.9 | 162.5
Exchangeable bonds 1 | 275.9 | 275.9 | – | 275.9 | – | 274.2 | 275.0
| 438.4 | 275.9 | 162.5 | 438.4 | – | 435.1 | 437.5
Non-current |  |  |  |  |  |  |
Bank loans | 68.7 | – | 68.7 | – | 68.7 | 75.0 | 75.0
Loan notes | 217.1 | – | 217.1 | 217.1 | – | 199.7 | 217.5
Secured loans | 486.6 | 486.6 | – | 486.6 | – | 497.2 | 517.4
| 772.4 | 486.6 | 285.8 | 703.7 | 68.7 | 771.9 | 809.9
Total borrowings | 1,210.8 |  |  |  |  |  | 1,247.4
Cash, excluding tenant deposits |  |  |  |  |  |  | (345.9)
Net debt |  |  |  |  |  |  | 901.5

|  |  |  | 2024 |  |  |
| Carrying |  |  | Fixed | Floating | Fair | Nominal
| value | Secured | Unsecured | rate | rate | value | value
| £m | £m | £m | £m | £m | £m | £m
Non-current |  |  |  |  |  |  |
Bank loans | 269.9 | – | 269.9 | – | 269.9 | 269.9 | 275.0
Loan notes | 379.3 | – | 379.3 | 379.3 | – | 341.0 | 380.0
Secured loans | 545.8 | 545.8 | – | 545.8 | – | 544.8 | 584.8
Exchangeable bonds 1 | 272.8 | 272.8 | – | 272.8 | – | 263.1 | 275.0
| 1,467.8 | 818.6 | 649.2 | 1,197.9 | 269.9 | 1,418.8 | 1,514.8
Total borrowings | 1,467.8 |  |  |  |  |  | 1,514.8
Cash, excluding tenant deposits |  |  |  |  |  |  | (109.8)
Net debt |  |  |  |  |  |  | 1,405.0

1.
Fair value of exchangeable bonds includes the fair value of the option component of £1.3 million (31 December 2024: £1.8 million) as disclosed in note 16 ‘Derivative financial instruments’.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 182
Notes to the financial statements continued
20 BorrowingsȃóŁĸŪěĸůýù
£517.4 million (31 December 2024: £584.8 million) (nominal value) of the Group’s
borrowings are secured by fixed charges over certain investment properties held by
subsidiaries, with a market value of £1,686.4 million (31 December 2024: £1,681.1
million), and by floating charges over the assets of certain subsidiaries.
There are currently no restrictions on the remittance of income from investment
properties.
Certain borrowing agreements contain financial and other covenants that, if
contravened, could alter the repayment profile. Details of financial covenants are
included in note 23 ‘Financial risk management’. The Group has complied with the
financial covenants of all its borrowings during both years presented.
The Group has three revolving credit facilities totalling £750 million, which are
undrawn at 31 December 2025.
Undrawn facilities and cash attributable to the Group, excluding tenant deposits, at
31 December 2025 were £1,095.9 million (31 December 2024: £559.8 million).
The fair value of the Group’s floating rate borrowings has been estimated using the
market rates, which approximates nominal value, and are classified as Level 2 fair
values as defined by IFRS 13. The fair values of fixed rate borrowings have been
determined by using a discounted cash flow approach, using a current borrowing
rate. The loans are classified as Level 3 fair value measurements as defined by IFRS
13 due to the use of unobservable inputs, including own credit risk. The different
valuation levels are defined in note 12 ‘Property portfolio’.

| 2025 |
| Current | Non-current
| borrowings | borrowings
Analysis of movement in borrowings | £m | £m
Balance at 1 January | – | 1,467.8
Borrowings drawn | – | 25.0
Borrowings repaid | – | (292.4)
Other net cash movements | – | (9.8)
Other non-cash movements | – | 20.2
Reclassification from non-current to current | 438.4 | (438.4)
Balance at 31 December | 438.4 | 772.4

| 2024 |
| Current | Non-current
| borrowings | borrowings
Analysis of movement in borrowings | £m | £m
Balance at 1 January | 94.9 | 1,534.8
Borrowings drawn | – | 135.0
Borrowings repaid | (95.0) | (210.0)
Other net cash movements | – | (3.5)
Other non-cash movements | 0.1 | 11.5
Balance at 31 December | – | 1,467.8

The maturity profile of gross debt is as follows:

| 2025 | 2024
| £m | £m
Wholly repayable in one year | 437.5 | –
Wholly repayable in more than one year but not more than five years | 407.4 | 982.3
Wholly repayable in more than five years | 402.5 | 532.5
| 1,247.4 | 1,514.8

21 Lease liabilities
Lease liabilities included within investment property
(a) Minimum lease payments under lease obligations

| 2025 | 2024
| £m | £m
Not later than one year | 0.3 | 0.3
Later than one year and not later than five years | 1.1 | 1.2
Later than five years | 6.7 | 7.6
| 8.1 | 9.1
Future finance charges on lease liabilities | (5.5) | (6.1)
Total undiscounted lease liabilities | 2.6 | 3.0

(b) Present value of minimum lease obligations

| 2025 | 2024
| £m | £m
Not later than one year | 0.3 | 0.3
Later than one year and not later than five years | 0.7 | 1.0
Later than five years | 1.6 | 1.7
Present value of lease liabilities | 2.6 | 3.0


Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 183
Notes to the financial statements continued
21 Lease liabilities óŁĸŪěĸůýù
Lease liabilities included within investment property óŁĸŪěĸůýù
Lease liabilities included under investment property are in respect of leasehold
interests in investment property. Certain leases provide for payment of contingent
rent, usually a proportion of rental income in addition to the minimum lease
payments above. £0.3 million contingent rent has been paid during the year (31
December 2024: £0.3 million).
These lease liabilities are effectively secured obligations, as the rights to the leased
asset revert to the lessor in the event of default.
22 Operating leases
The Group earns rental income by leasing its investment property to tenants under
operating leases.
In the United Kingdom standard commercial leases vary considerably between
markets and locations but typically are for a term of five to fifteen years at market
rent with provisions to review every five years.
The Group is exposed to changes in the residual value of properties at the end of the
current leases. This residual value risk is mitigated through the implementation of
active asset management initiatives which aim to ensure the Group enters into new
leasing deals prior to the expiry of current leases. The Group also offers lease
incentives to encourage high-quality tenants to remain in properties for longer lease
terms. Expectations about the future residual values are reflected in the fair value of
the properties.
The future undiscounted minimum lease amounts receivable under non-cancellable
operating leases are as follows:

| 2025 | 2024
| £m | £m
Within one year | 170.6 | 165.8
Between one and two years | 145.5 | 141.8
Between two and three years | 119.7 | 120.8
Between three and four years | 94.1 | 99.7
Between four and five years | 70.9 | 75.3
Later than five years | 327.0 | 353.7
Total undiscounted minimum lease receivables | 927.8 | 957.1

The consolidated income statement includes nil (31 December 2024: £0.4 million)
recognised in respect of expected increased rent resulting from outstanding reviews
where the actual rent will only be determined on settlement of the rent review.
Certain leases provide for the payment of variable rent, usually a portion of the
customer’s turnover, in addition to the minimum lease payments above. £5.0 million
variable rent has been included in the consolidated income statement during the year
(31 December 2024: £4.9 million).
23 Financial risk management
The Group’s financial risk management strategy seeks to set financial limits for
treasury activity to ensure they are in line with the risk appetite of the Group. The
Group is exposed to a variety of risks arising from the Group’s operations: market
risk, liquidity risk and credit risk. The following table sets out each class of financial
asset and financial liability as at 31 December:
Categories of financial instruments

|  | 2025 |  | 2024 |
|  |  | (Loss)/gain |  | (Loss)/gain
|  | Carrying | to income | Carrying | to income
|  | value | statement | value | statement
| Note | £m | £m | £m | £m
Derivative financial assets | 16 | 1.6 | (3.5) | 3.4 | (6.3)
Fair value through profit and loss |  | 1.6 | (3.5) | 3.4 | (6.3)
Cash and cash equivalents | 18 | 361.4 | – | 124.0 | –
Other financial assets 1 | 17 | 95.4 | – | 115.0 | –
Total cash and other financial |  |  |  |  |
assets |  | 456.8 | – | 239.0 | –
Derivative financial liabilities | 16 | (1.3) | 0.5 | (1.8) | 5.4
Fair value through profit and loss |  | (1.3) | 0.5 | (1.8) | 5.4
Borrowings | 20 | (1,210.8) | – | (1,467.8) | –
Lease liabilities | 21 | (2.6) | – | (3.0) | –
Other financial liabilities 2 | 19 | (70.5) | – | (62.7) | –
Total borrowings and other financial liabilities |  | (1,283.9) | – | (1,533.5) | –

1.
Includes rent receivable, amounts due from joint ventures and associates and other receivables.
2.
Includes trade and other payables (excluding rents in advance).
The majority of the Group’s financial risk management is carried out by the Group’s
treasury function under policies approved by the Board of Directors. The policies for
managing each of these risks and the principal effects of these policies on the results
for the year are summarised on the following pages.
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Shaftesbury Capital PLC | 2025 Annual Report 184
Notes to the financial statements continued
23 Financial risk management óŁĸŪěĸůýù
Market risk
Interest rate risk
Interest rate risk comprises both cash flow and fair value risks. Cash flow interest
rate risk is the risk that the future cash flows of a financial instrument will fluctuate
due to changes in market interest rates. Fair value risk is the risk that the fair value of
financial instruments will fluctuate as a result of changes in market interest rates.
The Group’s interest rate risk arises from borrowings issued at variable rates that
expose the Group to cash flow interest rate risk, whereas borrowings issued at fixed
interest rates expose the Group to fair value interest rate risk.
It is Group policy, and often a requirement of our lenders, to eliminate substantially
all short and medium-term exposure to interest rate fluctuations in order to establish
certainty over medium-term cash flows by using fixed interest rate derivatives.
Interest rate derivatives have the economic effect of converting borrowings from
floating to fixed rates. Interest rate caps protect the Group by capping the maximum
interest rate payable. Interest rate collars protect the Group by capping the
maximum interest rate payable at the collar’s ceiling but forego the profitability of
interest rate falls below a certain floor.
The Group’s policy is to ensure that interest rate protection on Group external debt
is greater than 25 per cent.
The Group has entered into various non-traded derivative instruments to manage its
exposure to interest rate risk. These derivatives have not been designated as
hedging instruments and therefore they are classified as financial derivatives at fair
value through profit or loss.
All of the Group’s drawn debt is at fixed rates or currently has interest rate
protection in place, taking into account £300 million of hedging which provides for a
cap of 3.0 per cent on SONIA exposure until the end of 2026, and interest on cash
deposits.
The derivative contracts require settlement of net interest receivable or payable
every 90 days. The settlement dates coincide with the dates on which interest is
payable on the underlying debt.
The sensitivity analysis below illustrates the impact of a 100 basis point (“bps”) shift,
upwards and downwards, in the level of interest rates on the movement in fair value
of interest rate derivatives entered into by the Group.

| Increase in | Decrease in | Increase in | Decrease in
| interest rates | interest rates | interest rates | interest rates
| by 100 bps | by 100 bps | by 100 bps | by 100 bps
| 2025 | 2025 | 2024 | 2024
| £m | £m | £m | £m
Effect on profit before tax (change in fair value of derivative financial instruments): |  |  |  |
Increase/(decrease) | 2.7 | (1.5) | 2.3 | (2.1)

The sensitivity analysis above is a reasonable illustration of the possible effect from
the changes in slope and shifts in the yield curve that may actually occur and
represents management’s assessment of possible changes in interest rates. 100 bps
has been used in 2025 (31 December 2024: 100 bps) to reflect current
macroeconomic conditions. The fixed rate derivative financial instruments are
matched by floating rate debt, therefore such a movement would have a very limited
effect on Group cash flow overall.
Liquidity risk
Liquidity risk is managed to ensure that the Group is able to meet future payment
obligations when financial liabilities fall due.
The Group’s policy is to seek to minimise its exposure to liquidity risk by managing its
exposure to interest rates and its ability to refinance. The Group seeks to achieve an
appropriate balance between a number of factors, including tenor and costs.
Liquidity analysis is intended to provide sufficient headroom to meet the Group’s
operational requirements and investment commitments.
The Group’s policy also includes maintaining adequate cash, as well as maintaining
adequate committed and undrawn facilities.
A key factor in ensuring existing facilities remain available to the Group is the
borrowing entity’s ability to meet the relevant facility’s financial covenants. The
Group has a process to regularly monitor both current and projected compliance
with the financial covenants.
The Group regularly reviews the maturity profile of its financial liabilities and will
seek to avoid concentrations of maturities through the regular replacement of
facilities and by staggering maturity dates. Refinancing risk may be reduced by
reborrowing prior to the contracted maturity date, effectively switching liquidity risk
for market risk. This is subject to credit facilities being available at the time of the
desired refinancing.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 185
Notes to the financial statements continued
23 Financial risk management óŁĸŪěĸůýù
Liquidity risk óŁĸŪěĸůýù
The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual obligations to make payments of interest and to repay
principal. The unsecured revolving credit facilities totalling £750 million are not included for 2025 as these facilities were undrawn as at 31 December 2025. Where interest
payment obligations are based on a floating rate, the rates used are those implied by the par yield curve.

|  |  |  |  |  | 2025 |  |  |  |  |
| Carrying | Within 1 yr |  | Between 1-2 yrs |  | Between 3-5 yrs |  | Over 5 yrs |  |  |
| value | (2026) |  | (2027-2028) |  | (2029-2030) |  | (2031 onwards) |  | Total |
|  | Interest | Principal | Interest | Principal | Interest | Principal | Interest | Principal | Interest | Principal
Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m
Non-derivatives |  |  |  |  |  |  |  |  |  |  |
Loan notes | 379.6 | 10.2 | 162.5 | 10.6 | 100.0 | 5.9 | 35.0 | 7.6 | 82.5 | 34.3 | 380.0
Unsecured bank loans | 68.7 | 7.0 | – | 14.3 | – | 6.8 | 75.0 | – | – | 28.1 | 75.0
Secured loans | 486.6 | 24.0 | – | 48.0 | – | 40.8 | 197.4 | 56.7 | 320.0 | 169.5 | 517.4
Exchangeable bonds | 275.9 | 2.7 | 275.0 | – | – | – | – | – | – | 2.7 | 275.0
Other payables | 70.5 | – | 70.5 | – | – | – | – | – | – | – | 70.5
Total non-derivatives | 1,281.3 | 43.9 | 508.0 | 72.9 | 100.0 | 53.5 | 307.4 | 64.3 | 402.5 | 234.6 | 1,317.9
Derivatives |  |  |  |  |  |  |  |  |  |  |
Interest rate derivatives | (1.6) | (1.6) | – | – | – | – | – | – | – | (1.6) | –
Total derivatives | (1.6) | (1.6) | – | – | – | – | – | – | – | (1.6) | –

|  |  |  |  |  | 2024 |  |  |  |  |
| Carrying | Within 1 yr |  | Between 1-2 yrs |  | Between 3-5 yrs |  | Over 5 yrs |  |  |
| value | (2025) |  | (2026-2027) |  | (2028-2029) |  | (2030 onwards) |  | Total |
|  | Interest | Principal | Interest | Principal | Interest | Principal | Interest | Principal | Interest | Principal
Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m
Non-derivatives |  |  |  |  |  |  |  |  |  |  |
Loan notes | 379.3 | 10.2 | – | 16.2 | 212.5 | 10.6 | 85.0 | 7.6 | 82.5 | 44.6 | 380.0
Unsecured bank loans | 269.9 | 20.2 | – | 23.2 | 200.0 | 6.5 | 75.0 | – | – | 49.9 | 275.0
Secured loans | 545.8 | 27.0 | – | 54.0 | – | 69.2 | 264.8 | 56.8 | 320.0 | 207.0 | 584.8
Exchangeable bonds | 272.8 | 5.5 | – | 2.7 | 275.0 | – | – | – | – | 8.2 | 275.0
Other payables | 62.7 | – | 62.7 | – | – | – | – | – | – | – | 62.7
Total non-derivatives | 1,530.5 | 62.9 | 62.7 | 96.1 | 687.5 | 86.3 | 424.8 | 64.4 | 402.5 | 309.7 | 1,577.5
D e r i v a t i v e s |  |  |  |  |  |  |  |  |  |  |
Interest rate derivatives | (3.4) | (3.4) | – | - | – | – | – | – | – | (3.4) | –
Total derivatives | (3.4) | (3.4) | – | - | – | – | – | – | – | (3.4) | –


Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 186
Notes to the financial statements continued
23 Financial risk management óŁĸŪěĸůýù
Liquidity risk óŁĸŪěĸůýù
Contractual maturities reflect the expected maturities of financial instruments.
The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at the reporting date and these amounts may
change as market interest rates change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates change. Except
for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts based
on the current drawn facility balances.
Financial covenants
The Group has three unsecured revolving credit facilities, loan notes, secured loans, exchangeable bonds and an unsecured term loan that contain loan covenants. Details of
these loans are disclosed in note 20 ‘Borrowings’. A future breach of covenant may require the Group to repay the facilities earlier than indicated in the above table. Details
of the loan covenants are set out below:

|  |  | 31 December 2025 |  |
|  | Nominal value | Carrying value | LTV | Interest cover
| Maturity | £m | £m | covenant 2 | covenant 2
Loan notes | 2026–2037 | 380.0 | 379.6 | 60% | 1.20x
Exchangeable bonds | 2026 | 275.0 | 275.9 | N/A | N/A
Unsecured term loan 1 | 2029 | 75.0 | 68.7 | 60% | 1.20x
Secured term loan (Canada Life) | 2029 | 67.4 | 65.0 | 60% | 1.40x
Secured term loans (Aviva) | 2030–2035 | 450.0 | 421.6 | 65% | 1.35x
Unsecured revolving credit facilities (undrawn) 1 | 2029-2030 | 750.0 | – | 60% | 1.20x

1.
Additional covenants include that Group unencumbered assets are equal to or exceed 1.5x of Group unsecured debt, and subsidiary unencumbered assets are equal to or exceed 1.25x of the Company unsecured debt.
2.
The covenants of the drawn loan balances are defined within the Glossary.
Financial covenants
Under the terms of the debt agreements, the secured term loan covenants are
calculated quarterly, and the covenants for the remaining debt agreements are
calculated at the end of each annual and interim reporting period. There are no
indications that the Group would have difficulties complying with the covenants when
they will next be tested.
Credit risk
The Group’s principal financial assets are trade and other receivables, amounts
receivable from joint ventures and cash and cash equivalents. Credit risk is the risk
of financial loss if a customer or counterparty fails to meet an obligation under a
contract. Credit risk arises primarily from trade receivables relating to customers
but also from the Group’s undrawn commitments and holdings of assets such
as cash deposits and loans with counterparties. The carrying value of financial assets
recorded in the consolidated financial statements represents the Group’s maximum
exposure to credit risk without taking into account the value of any deposits or
guarantees obtained.
Trade and other receivables:
Credit risk associated with trade receivables is actively managed; customers are
managed individually by asset managers, who continuously monitor and work with
customers, anticipating and wherever possible identifying and addressing risks prior
to default. Customers are managed through a large and diverse customer base to
reduce the credit risk to the Group. Trade receivables are less than one per cent of
total assets at 31 December 2025 (31 December 2024: less than one per cent) and
are £18.2 million as at 31 December 2025 (31 December 2024: £17.9 million).
Prospective customers are assessed through an internally conducted review
process, by obtaining credit ratings and reviewing financial information. As a result,
deposits or guarantees may be obtained. The amount of deposits held as collateral
at 31 December 2025 was £42.0 million (31 December 2024: £36.4 million). £26.5
million (31 December 2024: £22.2 million) of the cash deposits held against
customers’ rent payment obligations are in bank accounts administered by the
Group’s managing agents which are not included within the consolidated balance
sheet.
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Shaftesbury Capital PLC | 2025 Annual Report 187
Notes to the financial statements continued
23 Financial risk management óŁĸŪěĸůýù
Credit risk óŁĸŪěĸůýù
Rent receivable balances are provided against by applying the IFRS 9 expected
credit loss model which uses a lifetime expected loss allowance. In assessing
the provision the Group identifies risk factors associated by sector and the type of
rent receivable outstanding (rent arrears, service charge, other). In determining the
provision on a customer by customer basis, the Group considers both recent
payment history and future expectations of the customer’s ability to pay or possible
default in order to recognise an expected credit loss allowance.
Trade receivable balances are written off when there is no reasonable expectation
of recovery or when a rent concession is provided for past due rent. Indicators that
there is no reasonable recovery include the failure of the debtor to engage in a
repayment plan with the Group and a failure to make contractual payments.
The amounts of trade receivables presented in the consolidated balance sheet are
net of expected credit losses.
Ageing of gross trade receivables and loss allowances were as follows:

| 2025 |  | 2024 |
| £m |  | £m |
| Gross |  | Gross |
| carrying | Loss | carrying | Loss
| amount | allowance | amount | allowance
Not yet due | 1.2 | (0.1) | – | –
0-90 days | 10.4 | (1.7) | 7.4 | (1.1)
91-180 days | 2.2 | (0.9) | 4.0 | (1.3)
Over 180 days | 4.4 | (2.2) | 6.5 | (5.6)
Trade receivables | 18.2 | (4.9) | 17.9 | (8.0)

Set out below is the movement in the loss allowance of trade receivables:

| 2025 | 2024
| £m | £m
As at 1 January | (8.0) | (4.8)
Write-off | 6.4 | 0.7
Provision for expected credit loss allowance | (3.3) | (3.9)
Loss allowance at 31 December | (4.9) | (8.0)

Aged customer balances over 90 days have declined following the write-off of trade
receivable balances resulting in a reduced loss allowance. £6.4 million of the trade
receivable balances were written off due to the finalisation of customer
administrations during the year.
As the Group operates predominantly in central London, it is subject to some
geographical concentration risk. However, this is mitigated by the extensive range of
customers from varying business sectors and the credit review process as noted
above.
Customer concentration risk is limited due to the large and diverse customer base,
with no one customer providing more than 10 per cent of the Group’s rental income.
Amounts receivable from joint ventures:
Included within receivables, net of impairment is nil (31 December 2024: nil) working
capital facility advanced to the Lillie Square joint venture and an interest-bearing loan of
£68.2 million (31 December 2024: £70.7 million). The carrying value of the investment
in the joint venture is nil (31 December 2024: nil) as the Group’s share of losses exceeds
the cost of its investment. Total funding advanced to the joint venture, including the
working capital facility and an interest-bearing loan, has been impaired by £54.8
million cumulatively. Details of the impairment are set out in note 7 ‘Change in value
of investments and other receivables’.
Cash, deposits and derivative financial instruments:
The credit risk relating to cash, deposits and derivative financial instruments is
actively managed by the Group’s treasury function. Relationships are maintained with
a number of institutional counterparties, ensuring compliance with Group cash
investment policy relating to limits on the credit ratings of counterparties. The
maximum exposure to cash and deposits, excluding tenant deposits, as at 31
December 2025 amounted to £351.6 million (31 December 2024: £114.7 million),
including the Group’s share of joint venture cash. The maximum fair value exposure
to derivative financial instruments is £0.3 million (31 December 2024: £1.6 million).
Gross carrying value and loss allowance of other receivables (excluding trade
receivables) are set out in the table below:

| 2025 |  | 2024 |
| £m |  | £m |
| Gross |  | Gross |
| carrying | Loss | carrying | Loss
| amount | allowance | amount | allowance
Amounts receivable from joint ventures |  |  |  |
and associates | 123.0 | (54.8) | 119.0 | (48.3)
Other receivables | 75.2 | (1.6) | 90.4 | (0.9)

Fair value estimation
Financial instruments carried at fair value are required to be analysed by level
depending on the valuation method adopted under IFRS 13. The different valuation
levels are defined in note 12 ‘Property portfolio’.
The Group’s financial assets and liabilities carried at fair value are derivative
financial instruments. The fair values of derivative financial instruments are
determined from observable market prices or estimated using appropriate yield
curves at 31 December each year by discounting the future contractual cash flows to
the net present values.
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Shaftesbury Capital PLC | 2025 Annual Report 188
Notes to the financial statements continued
23 Financial risk management óŁĸŪěĸůýù
Fair value estimation óŁĸŪěĸůýù
The fair values of the Group’s derivative financial instruments are reflected within
note 16 ‘Derivative financial instruments’ and are classified as Level 2 fair values as
defined by IFRS 13. There were no transfers between levels during the current and
prior year.
The fair values of the Group’s cash and cash equivalents, other financial assets
carried at amortised cost, and other financial liabilities are not materially different
from those at which they are carried in the consolidated financial statements.
Capital structure
The Group seeks to enhance shareholder value both by investing in the business so
as to improve the return on investment and by managing the capital structure
appropriately. The Group uses a mix of equity, debt and other financial instruments,
and aims to access both debt and equity capital markets efficiently.
The key ratios used to monitor the capital structure of the Group, reflecting debt
financial covenants, are loan-to-value and the interest cover ratios. The Group aims
not to exceed a loan-to-value ratio of more than 40 per cent and to maintain interest
cover above 125 per cent. These ratios are disclosed on a Group share basis on the
nominal value of debt and market value of investment properties. In addition, net
debt to EBITDA is a useful indicator of balance sheet strength. This rate has
enhanced significantly during the year, reducing from 10.9 to 6.6 times. These
metrics are discussed in the Financial review on page 42.

|  | 2025 | 2024
Loan-to-value (Group share) | Note | £m | £m
Debt at nominal value | 20 | 1,247.4 | 1,514.8
Adjusted for non-controlling interest 1 |  | (95.0) | –
Debt at nominal value – Group share (A) |  | 1,152.4 | 1,514.8
Cash | 18 | (345.9) | (109.8)
Adjusted for non-controlling interest |  | 6.8 | –
Cash – Group share (B) |  | (339.1) | (109.8)
Net debt (C = A+B) |  | 813.3 | 1,405.0
Total market value of property portfolio (Group share) (B) | 12 | 4,700.7 | 4,973.5
Loan-to-value (C/B) 2 |  | 17.3% | 28.2%

1.
Represents 25 per cent of £380 million, which is the nominal value of debt as per note 15 ‘Non-controlling interest’.
2.
Loan-to-value excludes amounts allocated to non-controlling interest and the Lillie Square joint venture.

|  | 2025 | 2024
Interest cover (Group share) | APM table | £m | £m
Finance costs | Table 1 | (61.6) | (72.0)
Finance income | Table 1 | 20.2 | 14.8
Net underlying finance costs (A) |  | (41.4) | (57.2)
Underlying operating income: |  |  |
Gross profit | Table 1 | 161.1 | 167.1
Other income | Table 1 | 3.0 | –
Underlying operating income (B) |  | 164.1 | 167.1
Interest cover (B/A) 1 |  | 396.4% | 292.1%

1.
Interest cover excludes amounts allocated to non-controlling interest and the Lillie Square joint venture.
24 Deferred tax
The corporation tax rate referred to in note 10 ‘Taxation’ has been enacted for the
purposes of IAS 12 ‘Income Taxes’ (“IAS 12”) and therefore has been reflected in
these consolidated financial statements based on the expected timing of the
realisation of deferred tax.
Deferred tax on investment property is calculated under IAS 12 provisions on a
disposals basis by reference to the property’s original tax base cost. Properties that
fall within the Group’s qualifying REIT activities will be outside the charge to UK
corporation tax subject to certain conditions being met. The Group’s recognised
deferred tax position on investment property as calculated under IAS 12 is nil at
31 December 2025 (31 December 2024: nil).

|  | Fair value of |  |  |
| Accelerated | derivative | Other | Non-REIT |
| capital | financial | temporary | Group |
| allowances | instruments | differences | losses | Total
| £m | £m | £m | £m | £m
Provided deferred tax provision: |  |  |  |  |
At 1 January 2024 | 0.5 | 0.9 | – | (1.4) | –
Consolidated income statement items | – | (0.9) | – | 0.9 | –
At 31 December 2024 | 0.5 | – | – | (0.5) | –
Consolidated income statement items | (0.5) | – | 2.1 | (1.6) | –
At 31 December 2025 | – | – | 2.1 | (2.1) | –
Unrecognised deferred tax assets: |  |  |  |  |
At 1 January 2024 | – | – | (0.9) | (21.4) | (22.3)
Consolidated income statement items | – | (0.7) | (1.5) | (1.0) | (3.2)
At 31 December 2024 | – | (0.7) | (2.4) | (22.4) | (25.5)
Consolidated income statement items | – | 0.7 | (3.0) | (0.1) | (2.4)
At 31 December 2025 | – | – | (5.4) | (22.5) | (27.9)

Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 189
Notes to the financial statements continued
24 Deferred tax óŁĸŪěĸůýù
In accordance with the requirements of IAS 12, deferred tax assets are only recognised
to the extent that the Group believes it is probable that future taxable profits will be
available against which the deferred tax assets can be recovered. As at 31 December
2025, the Group has unrecognised deferred tax assets of £27.9 million (31 December
2024: £25.5 million) in relation to £89.7 million (31 December 2024: £89.8 million) of gross
losses carried forward within its residual business and £21.7 million (31 December 2024:
£12.4 million) of other deductible temporary differences.
25 Share capital and share premium issued and fully paid
Group and Company

| Issue |  | Share | Share
| price | Number | capital | premium
Issue type | (pence) | of shares | £m 1 | £m
At 1 January 2024 |  | 1,953,170,495 | 488.2 | 232.5
Issued to satisfy employee share scheme awards 2 | 25 | 7,643 | – | –
At 31 December 2024 |  | 1,953,178,138 | 488.2 | 232.5
At 31 December 2025 |  | 1,953,178,138 | 488.2 | 232.5

1.
Nominal value of share capital of 25 pence per share.
2.
On 10 June 2024, 7,643 new shares were issued to satisfy employee share scheme awards.
26 Capital commitments
At 31 December 2025, the Group was contractually committed to £10.8 million
(31 December 2024: £24.1 million) of future expenditure for the purchase,
refurbishment and enhancement of investment property.
The Group’s share of joint venture capital commitments arising from LSJV amounts
to nil (31 December 2024: nil).
27 Contingent liabilities
The Group has contingent liabilities in respect of legislation, sustainability targets,
legal claims, guarantees and warranties arising from the ordinary course of business.
There are no contingent liabilities that require disclosure or recognition in the
consolidated financial statements in the current and prior year.
28 Cash flow information
(a) Cash generated from operations

|  | 2025 | 2024
| Note | £m | £m
Profit before tax |  | 387.1 | 252.4
Adjustments: |  |  |
Gain on revaluation and sale of investment property 1 |  | (322.5) | (197.6)
Change in value of investments and other receivables | 7 | 6.5 | 7.0
Depreciation 2 | 13 | 0.9 | 0.7
Amortisation of tenant lease incentives and other direct |  |  |
costs |  | 0.5 | (5.6)
Provision for expected credit loss | 4 | 3.3 | 3.9
Profit from joint ventures and associates | 14 | – | (4.5)
Share-based payments expense | 30 | 8.3 | 3.1
Finance income | 8 | (20.5) | (14.8)
Other finance income | 8 | (4.0) | (4.5)
Finance costs | 9 | 63.8 | 72.0
Other finance costs | 9 | 9.7 | 6.5
Change in fair value of derivative financial instruments | 16 | 3.0 | 0.9
Loss on sale of associate | 14 | – | 4.0
Loss on sale of investments and subsidiaries 3 |  | 1.0 | –
Change in working capital: |  |  |
Change in trade and other receivables |  | 15.6 | (4.6)
Change in trade and other payables |  | 8.5 | (10.2)
Cash generated from operations |  | 161.2 | 108.7

1.
Included within the gain on revaluation and sale of investment property in the consolidated income statement is cash
transaction costs of £0.7 million (31 December 2024: £3.0 million) incurred on the disposal of property.
2.
£0.2 million (31 December 2024: £0.3 million) of depreciation is recognised within note 5 ‘Administration expenses’ and
£0.7 million (31 December 2024: £0.4 million) is recognised within note 4 ‘Gross profit’.
3.
Included within loss on sale of investments and subsidiaries in the consolidated income statement are cash
transaction costs of £5.7 million.
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Shaftesbury Capital PLC | 2025 Annual Report 190
Notes to the financial statements continued
28 Cash flow information óŁĸŪěĸůýù
(b) Reconciliation of cash flows from financing activities
The table below sets out the reconciliation of the movements in borrowings to cash
flows arising from financing activities:

|  |  |  | Derivative |
|  |  |  | liability – | Total liabilities
|  | Long-term | Short-term | exchangeable | from financing
|  | borrowings | borrowings | bonds | activities
| Note | £m | £m | £m | £m
Balance at 1 January 2024 |  | 1,534.8 | 94.9 | 7.2 | 1,636.9
Cash flows from financing activities |  |  |  |  |
Repayment of bank loans | 20 | (210.0) | (95.0) | – | (305.0)
Drawdown of revolving credit |  |  |  |  |
facility and secured loan | 20 | 135.0 | – | – | 135.0
Total cash flows used in financing |  |  |  |  |
activities |  | (75.0) | (95.0) | – | (170.0)
Other movements |  |  |  |  |
Transaction costs associated with financing activities |  | (3.5) | – | – | (3.5)
Amortisation and unwind of fair value adjustment on debt |  | 11.5 | 0.1 | (5.4) | 6.2
Total other movements |  | 8.0 | 0.1 | (5.4) | 2.7
Balance at 31 December 2024 |  | 1,467.8 | – | 1.8 | 1,469.6
Cash flows from financing |  |  |  |  |
activities |  |  |  |  |
Repayment of bank loans | 20 | (292.4) | – | – | (292.4)
Drawdown of revolving credit |  |  |  |  |
facility and secured loan | 20 | 25.0 | – | – | 25.0
Total cash flows used in financing |  |  |  |  |
activities |  | (267.4) | – | – | (267.4)
Other movements |  |  |  |  |
Transaction costs associated with financing activities |  | (4.3) | – | – | (4.3)
Interest on exchangeable bonds |  | (5.5) | – | – | (5.5)
Amortisation and unwind of fair value adjustment on debt |  | 20.2 | – | (0.5) | 19.7
Reclassification from non-current |  |  |  |  |
to current | 20 | (438.4) | 438.4 | – | –
Total other movements |  | (428.0) | 438.4 | (0.5) | 9.9
Balance as at 31 December 2025 |  | 772.4 | 438.4 | 1.3 | 1,212.1

29 Related party transactions
(a) Transactions with Directors

| 2025 | 2024
Key management compensation 1 | £m | £m
Short-term employee benefits | 3.3 | 3.4
Termination benefits | – | 0.7
Share-based payments | 1.6 | 1.7
| 4.9 | 5.8

1.
Key management comprises the Directors of the Company, who have been determined to be the only individuals with
authority and responsibility for planning, directing and controlling the activities of the Group.
Share dealings
No Director had any dealings in the shares of any Group company between
31 December 2025 and 24 February 2026, being a date not more than one month
prior to the date of the notice convening the Annual General Meeting.
Other than as disclosed in these consolidated financial statements, no Director of the
Company had a material interest in any contract (other than service contracts),
transaction or arrangement with any Group company during the year ended
31 December 2025.
(b) Transactions between the Group and its subsidiaries and joint ventures
On 1 April 2025, NBIM Mary Limited, a subsidiary of Norges Bank Investment
Management, acquired a 25 per cent non-controlling interest in Covent Garden Real
Estate Holdings Limited (“Covent Garden estate”), a subsidiary of the Group. Prior to
the transaction, NBIM already had a 23.5 per cent shareholding in the Group. Details
of the transaction are set out in note 15 ‘Non-controlling interest’.
Transactions during the year between the Group and its subsidiaries and joint
ventures, which are related parties, are disclosed in notes 14 ‘Investments in joint
ventures and associates’, 17 ‘Trade and other receivables’ and 26 ‘Capital
commitments’. During the year the Group received management fee income of
£2.9 million (31 December 2024: nil) that was charged on an arm’s length basis.

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Shaftesbury Capital PLC | 2025 Annual Report 191
Notes to the financial statements continued
29 Related party transactions óŁĸŪěĸůýù
Property purchased by Directors of the Company
A related party of the Group, Lillie Square GP Limited, entered into the following
related party transaction as defined by IAS 24 ‘Related Party Disclosures’:
Situl Jobanputra, Chief Financial Officer of Shaftesbury Capital, and a family
member own an apartment in the Lillie Square development. The disclosures in
respect of this purchase were included in previous financial statements.
Owners of apartments in the Lillie Square development are required to pay annual
ground rent, insurance premium fees, maintenance work fees and bi-annual service
charge fees, which for Directors are related party transactions. During 2025,
£8,725 had been paid to a related party of the Shaftesbury Capital Group, Lillie
Square GP Limited, in relation to these charges.
Transactions with Directors are conducted at fair and reasonable market prices
based upon similar comparable transactions at that time. Where applicable,
appropriate approval has been provided. Lillie Square GP Limited acts in the
capacity of general partner to Lillie Square LP, a joint venture between the Group
and KFI.
30 Share-based payments
The Group operates a number of share-based payment schemes relating to
employee benefits and incentives. All schemes are equity settled with the increase in
equity measured by reference to the fair value of the Group’s equity instruments at
the grant date of the share awards. The corresponding expense is recognised on a
straight-line basis over the vesting period based on Group estimates of the number
of shares that are expected to vest. The total expense recognised in the
consolidated income statement in respect of share-based payments for 2025 was
£8.3 million (31 December 2024: £3.1 million). £6.5 million (31 December 2024: £3.1
million) of the charge relates to share-based payments expense and £1.8 million (31
December 2024: nil) relates to National Insurance accrual. £0.6 million (31 December
2024: nil) of the £8.3 million has been recognised within non-underlying
administration expenses.
All options have a vesting period of three years and a maximum contractual life of 10
years. The fair value of share awards is determined by the market price of the shares
at the grant date.
Full details of the performance criteria, vesting outcomes and any additional holding
periods for the Performance Share Plan are set out within the Directors’
remuneration report on pages 123 to 147.
1. Performance Share Plan
Nil-cost options, deferred bonuses and conditional awards may be awarded under
the Performance Share Plan (“PSP”). The Company may make a proportion of awards
as HMRC approved market value options.
Share options outstanding at 31 December 2025 have an exercise price of nil and a
weighted average remaining contractual life of five years and are exercisable
between 2026 and 2030.
(a) Nil cost options and deferred bonus awards

|  | Number of nil cost and
|  | deferred bonus options
| 2025 | 2024
Outstanding at 1 January | 11,906,773 | 6,476,714
Awarded during the year | 5,729,674 | 5,430,059
Forfeited/lapsed during the year | (1,852,474) | –
Outstanding at 31 December | 15,783,973 | 11,906,773
Exercisable at 31 December | 615,090 | –

(b) PSP conditional awards

|  | Number of PSP conditional
|  | awards
| 2025 | 2024
Outstanding at 1 January | 5,534,484 | 3,230,147
Awarded during the year | 2,850,906 | 2,899,064
Forfeited/lapsed during the year | (439,121) | (594,727)
Outstanding at 31 December | 7,946,269 | 5,534,484
Exercisable at 31 December | 44,119 | –

2. Fair value of share-based payments
The fair value of share awards is calculated using the Black-Scholes option pricing
model for the half that is subject to the total return performance condition and using
the stochastic pricing model for the half that is subject to the total shareholder
return performance condition. Inputs to the models for share awards granted during
the years ended 31 December 2025 and 2024 are as follows:

| 2025 | 2024
Closing share price at grant date | 126p | 135p
Exercise price | 0p-126p | 0p–135p
Expected option life | 3-5 years | 3-5 years
Risk-free rate | 4.37% | 3.24%
Expected volatility 1 | 28.6-26.1% | 30.3–31.5%
Expected dividend yield | 0% | 0%
Fair value per option | 54p-126p | 79p–135p

1.
Expected volatility is a measure of an amount by which the share price is expected to fluctuate during the period.
Volatility is calculated by determining the movement in share price over the period commensurate with the holding
period immediately prior to the grant date.
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Shaftesbury Capital PLC | 2025 Annual Report 192
Notes to the financial statements continued
31 Related undertakings
The Company’s subsidiaries and other related undertakings at 31 December 2025
are listed below. All Group entities are included in the consolidated financial
statements.
Unless otherwise stated, the Company holds 100 per cent of the voting rights and
beneficial interests in the shares of the subsidiaries listed below. The share capital of
each of the companies, where applicable, comprises ordinary shares unless
otherwise stated.
Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square,
Edinburgh, Scotland, EH3 8FY

Related undertakings |
Capco Investment London (No.6) | Capco Investment London (No.7) Scottish Limited
Limited 1,2 | Partnership 2

1.
Dormant entity.
2.
Direct undertakings of the Company.
Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG

Related undertakings |
Capital & Counties Properties (Jersey) 3 | Capvestco Limited 1,2
Limited 1,2 | Innova Investment Holdings Limited
Capvestco Earls Court Limited | Lillie Square LP Limited

1.
Dormant entity.
2.
Direct undertakings of the Company.
Registered address: Regal House, 14 James Street, London, WC2E 8BU

Related undertakings |
20 The Piazza Limited | Covent Garden Management Services Limited 1,2
20 The Piazza Management Limited 1 | Covent Garden Real Estate Holdings Limited (75%)
22 Southampton Street Limited | Floral Court Collection Management Limited 1
22 Southampton Street Management Limited 1 Floral Court Limited
34 Henrietta Street Limited | Innova Investment Management Limited 1
34 Henrietta Street Management Company | Lillie Square Clubhouse Limited (50%) 1,4
Limited 1 | 4
| Lillie Square Developments Limited (50%)
C & C Management Services Limited 2 | Lillie Square GP Limited (50%) 4
C&C Properties UK Limited 2 | Lillie Square LP (50%) 4
Capco Covent Garden Limited 2 | Lillie Square Management Limited (50%) 4
Capco Covent Garden Residential Limited | Lillie Square Nominee Limited (50%) 1,4
Capco Group Treasury Limited 2 | Shaftesbury AV Investment Limited
Capco London Limited 1 | Shaftesbury AV Limited
Capital & Counties CG Limited | Shaftesbury Carnaby Limited
Capital & Counties CGP | Shaftesbury Charlotte Street Limited 1
Capital & Counties CG Nominee Limited 1 | Shaftesbury Chinatown PLC
Capital & Counties Limited 2,3 | Shaftesbury CL Investment Limited
Carnaby Estate Holdings Limited 1 | Shaftesbury CL Limited
Carnaby Investments Limited 1 | Shaftesbury Covent Garden Limited
Carnaby Property Investments Limited 1 | Shaftesbury Covent Garden Property
1 | Investments Limited 1
Charlotte Street Estate Holdings Limited |
Chinatown Estate Holdings Limited 1 | Shaftesbury Investments 2 Limited 1
Chinatown London Ltd 1 | Shaftesbury Investments 4 Limited 1
Chinatown Property Investments Limited 1 | Shaftesbury Investments 6 Limited 1
Covent Garden Estate Holdings Limited 1 | Shaftesbury Investments 7 Limited 1
Covent Garden (43 Management) Limited 1 | Shaftesbury Investments 8 Limited 1
Covent Garden (49 Wellington Street) Limited Shaftesbury Investments 9 Limited 1
Covent Garden Group Holdings Limited | Shaftesbury Investments 10 Limited 1
Covent Garden Holdings (No.1) Limited | Shaftesbury Limited 2
Covent Garden Holdings (No.2) Limited | Shaftesbury Soho Limited
Covent Garden Holdings (No.3) Limited | Shaftesbury West End Limited 1

1.
Dormant entity.
2.
Direct undertakings of the Company.
3.
Ordinary and non-voting deferred shares.
4.
Equity accounted joint ventures and associates.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 193
Shaftesbury Capital PLC Company balance sheet
As at 31 December 2025
Note
2025
£m
2024
£m
Non-current assets
Investments in Group companies II 3,654.3 2,129.4
Trade and other receivables III 2.2 1,523.4
3,656.5 3,652.8
Current assets
Trade and other receivables III 0.6 0.5
Derivative financial instruments IV 0.8 3.4
Cash and cash equivalents V 310.4 –
311.8 3.9
Total assets 3,968.3 3,656.7
Non-current liabilities
Borrowings VI (71.1) (542.7)
Derivative financial instruments IV – (1.8)
(71.1) (544.5)
Current liabilities
Borrowings VI (275.9) –
Derivatives financial instruments IV (1.3) –
Trade and other payables VII (950.0) (16.1)
(1,227.2) (16.1)
Total liabilities (1,298.3) (560.6)
Net assets 2,670.0 3,096.1
Equity
Share capital 25 488.2 488.2
Other components of equity 2,181.8 2,607.9
Total equity 2,670.0 3,096.1
The loss for the year attributable to shareholders of the Company is £360.4 million
(31 December 2024: £39.7 million profit). References in Roman numerals refer to the
notes to the Company financial statements, references in numbers refer to the notes
to the Group financial statements.
These financial statements of Shaftesbury Capital PLC (registered number:
07145051) have been approved for issue by the Board of Directors on 24 February
2026 and signed on its behalf by:
Ian Hawksworth Situl Jobanputra
Chief Executive Chief Financial Officer
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 194
Shaftesbury Capital PLC Company statement of changes in equity
For the year ended 31 December 2025
Note
Share
capital
£m
Share
premium
£m
Own
shares
1
£m
Capital
redemption
reserve
£m
Merger
reserve
2
£m
Share-based
payments
reserve
£m
Retained
earnings
£m
Total
equity
£m
At 1 January 2024 488.2 232.5 (0.8) 1.5 1,223.9 1.3 1,172.1 3,118.7
Profit and total comprehensive income for the year – – – – – – 39.7 39.7
Dividends 11 – – – – – – (65.4) (65.4)
Fair value of share-based payments 30 – – – – – 3.1 – 3.1
Balance at 31 December 2024 488.2 232.5 (0.8) 1.5 1,223.9 4.4 1,146.4 3,096.1
Loss and total comprehensive expense for the year – – – – – – (360.4) (360.4)
Dividends 11 – – – – – – (72.2) (72.2)
Fair value of share-based payments 30 – – – – – 6.5 – 6.5
Balance at 31 December 2025 488.2 232.5 (0.8) 1.5 1,223.9 10.9 713.8 2,670.0
1.

Represents 3,146,886 shares held by the Group’s Employee Benefit Trust in respect of employee share awards.
2.

Represents non-qualifying consideration received by the Group following previous share placings and the all-share merger with Shaftesbury PLC in 2023. The amounts taken to the merger reserve do not currently meet the criteria for qualifying
consideration and therefore will not form part of distributable reserves as they form part of linked transactions.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 195
Shaftesbury Capital PLC Notes to the Company financial statements
I Principal accounting policies
General information
Shaftesbury Capital PLC (the “Company”) was incorporated and registered in England
and Wales and domiciled in the United Kingdom on 3 February 2010 under the
Companies Act as a public company limited by shares, registration number 7145051.
The registered office of the Company is Regal House, 14 James Street, London, WC2E
8BU, United Kingdom. The principal activity of the Company is to act as the ultimate
parent company of Shaftesbury Capital PLC Group (the “Group”), whose principal
activity is the investment in and management of property.
Basis of preparation
The Company’s financial statements are prepared in accordance with Financial
Reporting Standard 101 ‘Reduced Disclosure Framework’ (“FRS 101”), and in
conformity with the requirements of the Companies Act 2006.
The Employee Benefit Trust (“EBT”) is consolidated on the basis that the Company
has control. The assets and liabilities of the EBT are therefore included in the
Company balance sheet and shares in the Company held by the EBT are presented
as a deduction from equity.
The financial statements have been prepared on a going concern basis under the
historical cost convention as modified for the revaluation of derivative financial
instruments.
The Directors have taken advantage of the exemption offered by section 408 of the
Companies Act 2006 and do not present a separate income statement or statement
of comprehensive income for the Company.
In these financial statements, the Company has taken advantage of the exemptions
available under FRS 101 in respect of the following disclosures:
 IFRS 7, ‘Financial instruments: Disclosures’;
 Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurements’ (disclosure of valuation
techniques and inputs used for fair value measurement of assets and liabilities);
 Paragraph 38 of IAS 1, ‘Presentation of financial statements’, comparative
information in respect of paragraph 79(a)(iv) of IAS 1 (reconciliation of number of
shares at the beginning and end of the period);
 IAS 7, ‘Statement of cash flows’;
 Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting
estimates and errors’ (requirement for the disclosure of information when an entity
has not applied a new IFRS that has been issued but not yet effective);
 Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management
compensation); and
 The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party
transactions entered into between two or more members of the group).
In the current year, the Company has applied the below amendment to IFRS
Standards and Interpretations issued by the International Accounting Standards
Board that is effective for annual periods that begin on or after 1 January 2025:
 IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (amendment) (Lack of
Exchangeability).
The adoption of the above amendment has not had a material impact on the
amounts reported in the financial statements or on the disclosures.
Going concern
The Company balance sheet is in a net current liability position of £915.4 million,
primarily as a result of amounts owed to subsidiaries totalling £945.1 million which
are classified as current liabilities. The subsidiaries are all under common control in
the Group, and the balances are not due to external counterparties. The amounts
owed to subsidiaries are repayable on demand however there is no intention or
expectation for them to be called or repaid within the next 12 months.
In addition, the £275 million exchangeable bond matures in March 2026 and is
classified as a current liability. As at 31 December 2025, the Company had access to
£760.4 million of available undrawn facilities and cash resources to meet its current
liabilities as they fall due.
Based on the analysis, the Directors are satisfied that there is a reasonable
expectation that the Company will be able to meet its ongoing and future
commitments for at least 12 months from the date of approval of the financial
statements and have therefore resolved that the Company’s financial statements be
prepared on a going concern basis.

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Shaftesbury Capital PLC | 2025 Annual Report 196
Notes to the Company financial statements continued
I Principal accounting policies óŁĸŪěĸůýù
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with FRS 101 requires the use
of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company’s accounting policies.
The review of the recoverability of the carrying value of the Company’s investment in
Group companies is a key source of estimation uncertainty.
The Company reviews the carrying value of its investments in Group companies at
each reporting date to determine whether any indication of impairment exists. Where
such an indication exists, the recoverable amount of the investment is estimated. The
recoverable amount is determined with reference to the underlying fair value of the
subsidiaries.
Other areas of judgement and estimation in the financial statements (which are not
considered critical) include share-based payments.
Investments in Group companies
Investments in Group companies, which eliminate on consolidation, are stated in the
Company’s separate financial statements at cost less impairment losses, if any.
Impairment losses are determined with reference to the investments recoverability
which is discussed above.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently
measured at amortised cost. Trade and other receivables are subject to impairment
review.
Derivative financial instruments
The Company uses non-traded derivative financial instruments to manage its
exposure to interest rate risk. They are initially recognised on the trade date at fair
value and subsequently remeasured at fair value based on market price. The method
of recognising the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged.
Instruments that have not been designated as qualifying for hedge accounting are
classified as fair value through profit and loss. Changes in the fair value of these
instruments are split into interest (calculated as the accrued and realised cash flows)
and other changes in fair value.
Cash and cash equivalents
Cash and cash equivalents are recognised at fair value. Cash and cash equivalents
comprise cash on hand and deposits held at call with financial institutions.
Trade and other payables
Trade payables are obligations for goods or services acquired in the ordinary course
of business. Trade and other payables are recognised at fair value and subsequently
measured at amortised cost until settled.
Amounts owed to and by subsidiaries
Amounts owed to and by subsidiaries are recognised as fair value and subsequently
measured at amortised cost until settled. Amounts receivable from subsidiaries are
assessed for impairment by comparing the carrying value of the loans and
receivables to the net asset value of the subsidiary or to the discounted present
value of estimated cash flows if applicable.
Other
The accounting policies for share-based payments and borrowings are disclosed
within note 1 ‘Principal accounting policies’ to the Group financial statements.
The auditors’ remuneration for audit and other services is disclosed in note 5
‘Administration expenses’ to the Group financial statements.
II Investments in Group companies
2025
£m
2024
£m
At 1 January 2,129.4 2,129.4
Additions
1,878.4 –
Impairment (353.5) –
At 31 December 3,654.3 2,129.4
In the year ended 31 December 2025 there have been additions to investment in
Group companies of £1,878.4 million (2024: nil) following a share subscription in
Capco Covent Garden Limited which was settled via intercompany balances.
The carrying value of the Company investments was impaired by £353.5 million
(2024: nil). The impairment loss was due to corporate restructuring activities in the
year leading to a change in the overall net asset values of certain Group companies
being assessed for impairment. The recoverable amount of the investments has been
determined using their net asset values, comprising fair valued investment property,
cash and debt at 31 December 2025.
III Trade and other receivables
2025
£m
2024
£m
Non-current
Amounts owed by subsidiaries
2.2 1,523.4
Trade and other receivables 2.2 1,523.4
Current
Prepayments and accrued income 0.6 0.5
Trade and other receivables 0.6 0.5
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 197
Notes to the Company financial statements continued
IV Derivative financial instruments
Derivative financial assets
2025
£m
2024
£m
Current
Interest rate derivatives 0.8 3.4
Derivative financial assets 0.8 3.4
Derivative financial liabilities
2025
£m
2024
£m
Non-current
Derivative liability – exchangeable bonds
1
– 1.8
Current
Derivative liability – exchangeable bonds
1
1.3 –
Derivative financial liabilities 1.3 1.8
1.

On 30 November 2020 the Company issued £275 million of secured exchangeable bonds maturing in March 2026.
The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability
element and an option component, representing the fair value of the embedded option to convert the financial liability
into equity of Shaftesbury. The debt component is accounted for at amortised cost at the effective interest rate
method and the derivative liability is accounted for at fair value through profit or loss.
V Cash and cash equivalents
2025
£m
2024
£m
Cash at hand 0.7 –
Cash on short-term deposits 309.7 –
Cash and cash equivalents 310.4 –
VI Borrowings
2025
Carrying
value
£m
Secured
£m
Unsecured
£m
Fixed
rate
£m
Floating
rate
£m
Fair
value
£m
Nominal
value
£m
Current
Exchangeable bonds
1
275.9 275.9 – 275.9 – 274.2 275.0
275.9 275.9 – 275.9 – 274.2 275.0
Non-current
Bank loans 71.1 – 71.1 – 71.1 75.0 75.0
71.1 – 71.1 – 71.1 75.0 75.0
Total borrowings 347.0
1.

Fair value of exchangeable bonds includes the fair value of the option component of £1.3 million as disclosed in note
IV ‘Derivative financial instruments’.
2024
Carrying
value
£m
Secured
£m
Unsecured
£m
Fixed
rate
£m
Floating
rate
£m
Fair
value
£m
Nominal
value
£m
Non-current
Bank loans
269.9 – 269.9 – 269.9 269.9 275.0
Exchangeable bonds
1
272.8 272.8 – 272.8 – 263.1 275.0
Borrowings 542.7 272.8 269.9 272.8 269.9 533.0 550.0
1.

Fair value of exchangeable bonds includes the fair value of the option component of £1.8 million as disclosed in note
IV ‘Derivative financial instruments’.
The Company has two revolving credit facilities totalling £450 million, which are
undrawn at 31 December 2025.
The maturity profile of gross debt is as follows:
2025
£m
2024
£m
Wholly repayable in one year 275.0 –
Wholly repayable in more than one year but not more than five years 75.0 550.0
350.0 550.0
VII Trade and other payables
2025
£m
2024
£m
Amounts owed to subsidiaries
945.1 10.5
Other payables 2.9 5.6
Accruals 2.0 –
Trade and other payables 950.0 16.1
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 198
Alternative performance and EPRA measures (unaudited)
For the year ended 31 December 2025
The Group has applied the European Securities and Markets Authority guidelines on alternative performance measures (“APMs”) in these results. An APM is a financial
measure of historical or future financial performance, position or cash flow of the Group which is not a measure defined or specified in IFRS.
Many of the APMs included are based on the EPRA Best Practice Recommendations reporting framework, a set of standard disclosures for the property industry, which aims
to improve the transparency, comparability and relevance of published results of public real estate companies in Europe.
The Group also uses underlying earnings, property portfolio and financial debt ratio APMs. Financial debt ratios are supplementary ratios which we believe are useful
in monitoring the capital structure of the Group. Additionally, loan-to-value and interest cover are covenants within many of the Group’s borrowing facilities.
EPRA Net Reinstatement Value (“EPRA NRV”), EPRA Net Tangible Assets (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA NDV”) are alternative performance measures that
are calculated in accordance with the Best Practices Recommendations of the European Public Real Estate Association (“EPRA”) to provide a transparent and consistent basis
to enable comparison between European property companies. EPRA NTA is considered to be the most relevant measure for the Group’s operating activity and is the primary
measure of net asset value.
Set out below and overleaf is a summary of the key Group APMs and EPRA performance measures included within this Annual Report.
APM measure – Group share basis Definition of measure Nearest IFRS measure
Explanation and
reconciliation 2025 2024
Underlying earnings
EPRA earnings adjusted for items not considered part of the core underlying activities
of the Group
Profit for the year
attributable to owners of
Parent
Note 3 £81.9m £73.0m
Underlying earnings per share Underlying earnings per weighted average number of ordinary shares Basic earnings per share
attributable to owners of
the Parent
Note 3 4.5p 4.0p
Market value of property
portfolio (Group share)
Market value of property portfolio on a Group share basis Investment property Note 12 £4,700.7m £4,973.5m
Interest cover Underlying gross profit and other income divided by net underlying finance costs N/A Note 23 396.4% 292.1%
Loan-to-value
Net debt, at nominal value and excluding tenant deposits, divided by market value of
property portfolio
N/A Note 23 17.3% 28.2%
Gross debt with interest rate
protection
Proportion of drawn debt with interest rate protection, including interest on cash
deposits
N/A Note 23 100% 100%
Weighted average cost of debt –
gross
Cost of debt weighted by the drawn balance of external borrowings N/A
Financial review,
page 42
3.6% 4.0%
Weighted average cost of debt –
net
Cost of debt weighted by the drawn balance of external borrowings, taking account of
interest income on cash deposits and interest rate derivatives
N/A Financial review,
page 42
3.4% 3.7%
Cash and undrawn committed
facilities
Group share cash and cash equivalents, excluding tenant deposits, plus undrawn
committed facilities
N/A
Financial review,
page 42
£1,014.1m £559.8m
Net debt to EBITDA Net debt, at nominal value, excluding tenant deposits, divided by EBITDA N/A Table 4 6.6x 10.9x
Total accounting return (“TAR”) The movement in EPRA NTA per share plus dividends per share paid during the year N/A Table 5 9.1% 7.0%
Total property return (“TPR”)
Capital growth including gains and losses on disposals plus rent received (less
associated costs) including ground rent
N/A Table 6 10.1% 7.6%
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 199
Alternative performance and EPRA measures (unaudited) continued
APM measure – Group share basis
óŁĸŪěĸůýù
Definition of measure Nearest IFRS measure
Explanation and
reconciliation
2025 2024
Cost ratio
Total Group share underlying costs, excluding non-cash share-based payments, as a
percentage of Group share gross rental income
N/A Table 7 33.1% 36.2%
Like-for-like rental growth Compares the growth of net rental income for properties which have been owned
throughout both years without significant expenditure in either year
N/A Table 8 5.9% N/A
EPRA measure Definition of measure Nearest IFRS measure
Explanation and
reconciliation
2025 2024
EPRA earnings
Earnings that reflect the operational performance of the Group
Profit for the year
attributable to owners of
the Parent
Note 3 £88.6m £75.3m
EPRA earnings per share
EPRA earnings per weighted average number of ordinary shares
Basic earnings per share
attributable to owners of
the Parent
Note 3 4.9p 4.1p
EPRA NTA Net asset value adjusted to include properties at fair value and exclude items not
expected to crystallise in a long-term investment property business model
Net assets attributable to
owners of the Parent
Note 3 £3,954.9m £3,671.1m
EPRA NTA per share EPRA NTA per the diluted number of ordinary shares Net assets per share
attributable to owners of
the Parent
Note 3 214.7p 200.2p
EPRA NDV EPRA NTA amended to include the fair value of financial instruments and debt
Net assets attributable to
owners of the Parent
Note 3 £3,959.4m £3,725.2m
EPRA NDV per share EPRA NDV per diluted number of ordinary shares Net assets per share
attributable to owners of
the Parent
Note 3 214.9p 203.2p
EPRA NRV EPRA NTA amended to include real estate transfer tax Net assets attributable to
owners of the Parent
Note 3 £4,271.0m £4,004.2m
EPRA NRV per share EPRA NRV per diluted number of ordinary shares
Net assets per share
attributable to owners of
the Parent
Note 3 231.8p 218.4p
EPRA net initial yield Annualised rental income less non-recoverable costs as a percentage of market value
plus assumed purchaser’s costs
N/A Table 9 3.7% 3.8%
EPRA topped-up initial yield Net initial yield adjusted for the expiration of rent-free periods N/A Table 9 4.0% 4.1%
EPRA vacancy ERV of un-let units (including those under offer) expressed as a percentage of the ERV
of the property portfolio under management excluding units under development
N/A Table 10 4.2% 3.9%
Capital expenditure Capital expenditure on acquisition and development of investment property portfolio N/A Table 11 £116.6m £131.4m
EPRA cost ratio
Total costs as a percentage of gross rental income (including direct vacancy costs) N/A Table 12 40.2% 38.9%
Total costs as a percentage of gross rental income (excluding direct vacancy costs) N/A Table 12 38.8% 34.9%
EPRA LTV (loan-to-value)
Ratio of adjusted net debt, including net payables, to the sum of the net assets,
including net receivables, of the Group, its subsidiaries, joint ventures and associates,
all on a proportionate basis, expressed as a percentage
N/A Table 13 16.8% 27.4%
Where this report uses like-for-like comparisons, these are defined within the Glossary.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 200
Alternative performance and EPRA measures (unaudited) continued
The summaries below set out the reconciliation from IFRS to underlying and EPRA metrics used in calculating alternative performance and EPRA measures:
1. Summary income statement
2025 2024
IFRS
£m
Adjustment
for non-
controlling
interest
£m
EPRA and
non-
underlying
adjustments
£m
Underlying
earnings
£m
IFRS
£m
EPRA and
non-
underlying
adjustments
£m
Underlying
earnings
£m
Revenue
1
216.3 (20.7)
–
195.6 205.0 – 205.0
Costs
1
(38.6)
4.1
–
(34.5) (37.9) – (37.9)
Gross profit 177.7 (16.6) – 161.1 167.1 – 167.1
Other income 3.0 – – 3.0 – – –
Gain on revaluation and sale of investment property 321.8 (35.7) (286.1) – 194.6 (194.6) –
Administration expenses
2
(50.2) 3.3 5.9 (41.0) (42.7) 3.3 (39.4)
Share of profit from associate – – – – 4.5 (1.7) 2.8
Net underlying finance costs (43.3) 1.9 – (41.4) (57.2) – (57.2)
Other
3
(21.9) – 21.9 – (13.9) 13.9 –
Taxation 0.3 (0.1) – 0.2 (0.3) – (0.3)
Profit for the year 387.4 (47.2) (258.3) 81.9 252.1 (179.1) 73.0
1.

Revenue and costs exclude service charge income and expenses of £22.6 million (31 December 2024: £22.1 million).
2.

Underlying administration expenses excludes £5.9 million (31 December 2024: £3.3 million) non-recurring corporate and transaction related costs.
3.

Includes impairment of other receivables, other finance income and costs including the change in fair value of derivatives and loss on sale of investments and subsidiaries.
2. Summary balance sheet
2025
IFRS
£m
Adjustment
for non-
controlling
interest
£m
Group share
£m
Property portfolio
– carrying value
1
5,358.0 (697.1) 4,660.9
Net debt
(901.5) 88.2 (813.3)
Other assets and liabilities 111.6 (5.0) 106.6
Non-controlling interest (613.9) 613.9 –
Net assets 3,954.2 – 3,954.2
EPRA adjustments 0.7 – 0.7
EPRA net assets 3,954.9 – 3,954.9
1.

Includes £20.7 million accounted for as owner-occupied property.
3. Summary cash flow
2025
IFRS
£m
Adjustment
for non-
controlling
interest
£m
Group share
£m
Cash excluding tenant deposits at 1 January
109.8 – 109.8
Non-controlling interest’s share of cash acquired
– (7.5) (7.5)
Operating inflow
1
115.1 (11.1) 104.0
Investing outflow (111.0) 3.9 (107.1)
Financing inflow 306.6 – 306.6
Dividends paid (74.6) 7.9 (66.7)
Cash excluding tenant deposits at 31 December
345.9 (6.8) 339.1
1.

Operating inflow excludes the movement in tenant deposits of £1.3 million, which has been included in operating cash
inflow of £116.4 million as per the consolidated statement of cash flows.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 201
Alternative performance and EPRA measures (unaudited) continued
Alternative performance measures - Group share basis
The APM measures included in tables four to eight have been presented on a Group
share basis and therefore exclude amounts allocated to non-controlling interest and
the Lillie Square joint venture.
4. Net debt to EBITDA
Group share Note
2025
£m
2024
£m
Underlying gross profit
Table 1 161.1 167.1
Underlying other income Table 1 3.0 –
Underlying administration expenses
Table 1 (41.0) (39.4)
123.1 127.7
A
djusted for: ȃȃ
Depreciation
0.8 0.7
EBITDA (A) 123.9
128.4
Net debt (B)
1
Table 2 813.3 1,405.0
Net debt to EBITDA (B/A) 6.6x 10.9x
1.

Prior year net debt of £1,405.0 million can be reconciled to note 20 ‘Borrowings’.
5. Total accounting return
Note 2025 2024
Opening EPRA NTA (A)
1
3 200.2p 190.3p
Closing EPRA NTA
1
3 214.7p 200.2p
Increase in the year
14.5p 9.9p
A
djusted for: ȃȃ
Dividends per share paid in the current year 11 3.7p
3.4p
Total accounting return (B) 18.2p
13.3p
Total accounting return % (B/A) 9.1% 7.0%
1.

EPRA NTA has been calculated in line with EPRA Best Practice Recommendations and therefore includes our share of
the Lillie Square joint venture.
6. Total property return
Note
2025
£m
2024
£m
Gross profit Table 1 161.1 167.1
Gain on revaluation and sale of investment property Table 1 286.1 194.6
Total capital return (A) 447.2 361.7
Market value of property portfolio (Group share) 12 4,700.7 4,973.5
Gain on revaluation and sale of investment property Table 1 (286.1) (194.6)
Capital employed (B) 4,414.6 4,778.9
Total property return % (A/B)
10.1% 7.6%
7. Cost ratio
Note
2025
£m
2024
£m
Revenue (A) Table 1 195.6 205.0
Costs Table 1 34.5 37.9
Administration expenses Table 1 41.0 39.4
Less: share-based payments 5 (7.7) (3.1)
Other income
1
Table 1 (3.0) –
Total costs (B) 64.8 74.2
Cost ratio (B/A) 33.1% 36.2%
1.

Asset management fees, broadly reflecting the costs of managing the estate, are earned by the Group in relation to
the Covent Garden estate following the 25 per cent investment by NBIM.

Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 202
Alternative performance and EPRA measures (unaudited) continued
8. Like-for-like rental growth
Rental income for the previous year is presented below on a pro-forma basis to
reflect the Group’s rental growth on a like-for-like basis following the completion of
the long-term partnership with NBIM on 1 April 2025.
Rental income for each year includes 100 per cent of the portfolio for the period 1
January to 31 March and excludes amounts allocated to non-controlling interest for
the period 1 April to 31 December; see note 12 ‘Property portfolio’ for valuation
attributable to non-controlling interest to which this income relates. Both years
exclude rental income from joint ventures or associates, and do not include income
relating to £1.9 million of Group properties held in Lillie Square LP Limited (wholly-
owned subsidiary).
The like-for-like rental growth compares the rental income of properties which have
been owned throughout both periods without significant capital expenditure in either
year. Refer to note 12 ‘Property portfolio’, for further details of the portfolio
including acquisitions and disposals. Properties classified as in development, where
no income generating part remained in operation during the period of development,
were valued at £58.0 million at 31 December 2025.
Note
2025
£m
Rental income in current year
1
4 216.3
Adjusted for non-controlling interest
(20.7)
Rental income for the current year
195.6
A
djusted for impact of: ȃȃ
Acquisitions (4.9)
Properties in development
2
(0.9)
Like-for-like rental income in current year (A) 189.8
Rental income in previous year
4 205.0
Adjusted for non-controlling interest
(19.7)
Pro-forma adjusted rental income previous year
185.3
A
djusted for impact of:
Acquisitions (2.5)
Disposals (3.4)
Properties in development
2
(0.1)
Like-for-like rental income in prior year (B) 179.3
Like-for-like growth in rental income ((A-B)/B) 5.9%
1.

Revenue as reported in the consolidated income statement, excluding service charge income.
2.

Development properties are defined as properties where no income generating part remained operational during the
period of development. The income pre and post development is removed for like-for-like purposes.
EPRA measures
The EPRA measures included in tables nine to 13 have been calculated in line with
EPRA Best Practice Recommendations.
9. EPRA net initial yield and EPRA ‘topped-up’ net initial yield
Note
2025
£m
2024
£m
Investment property – Group share 12 4,700.7 4,973.5
Investment property – share of joint ventures and
associates
42.5 43.7
Trading property (including share of joint ventures)
19.8 21.6
Less: developments (161.4) (228.0)
Completed property portfolio 4,601.6 4,810.8
Allowance for estimated purchasers’ costs 316.1 333.1
Gross up completed property portfolio valuation (A) 4,917.7 5,143.9
Annualised cash passing rental income 189.7 204.7
Property outgoings (6.3) (6.9)
Annualised net rents (B) 183.4 197.8
Add: notional rent expiration of rent periods or other
lease incentives 13.1 14.9
Topped-up net annualised rent (C) 196.5 212.7
EPRA net initial yield (B/A) 3.7% 3.8%
EPRA ‘topped-up’ net initial yield (C/A) 4.0% 4.1%
10. EPRA vacancy rate
2025
£m
2024
£m
Estimated rental value of vacant space 10.8 9.3
Estimated rental value of the portfolio less refurbishment estimated
rental value
259.0 237.1
EPRA vacancy rate for property portfolio under management 4.2% 3.9%
EPRA vacancy rate includes units under offer, net of which vacancy relating to units
available to let is 2.6 per cent (31 December 2024: 2.6 per cent). Investment
properties held within the joint venture at Lillie Square totalling £42.5 million (the
Group’s share) (31 December 2024: £43.7 million (the Group’s share)) are not
included in the vacancy rate above.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 203
Alternative performance and EPRA measures (unaudited) continued
11. Property related capital expenditure
2025
2024
Group
(excluding
joint
ventures)
£m
Adjustment
for non-
controlling
interest
£m
Joint
ventures
£m
Total
Group
£m
Group
(excluding
joint
ventures
and
associates)
£m
Joint
ventures
and
associates
£m
Total
Group
£m
Acquisitions 85.4 (0.3) – 85.1 84.9 – 84.9
Development – – 0.1 0.1 – 0.2 0.2
Investment
property
Incremental
lettable space 7.4 (1.4) – 6.0 2.0 – 2.0
No
incremental
lettable space 25.4 (2.3) – 23.1 38.3 0.8 39.1
Tenant lease
incentives 0.3 – – 0.3 2.8 – 2.8
Capitalised
interest
– – – – – – –
Total CapEx 118.5 (4.0) 0.1 114.6 128.0 1.0 129.0
Conversion from
accrual to cash
basis 1.9 0.1 – 2.0 2.4 – 2.4
Total CapEx on
cash basis
120.4 (3.9) 0.1 116.6 130.4 1.0 131.4
Further detail on the capital expenditure and acquisitions incurred in the year can be
found in the Operating and portfolio review on pages 27 to 36.
12. EPRA cost ratio
Note
2025
£m
2024
£m
Administration expenses
1
5 50.2 42.7
Total property outgoings 4 57.9 56.1
Provision for expected credit loss 4 3.3 3.9
Less: Service charge expense 4 (22.6) (22.1)
Management fee (3.0) (0.1)
Share of joint ventures and associates expenses 2.1 2.9
Exclude:
Ground rent cost (0.3) (0.4)
EPRA costs (including direct vacancy costs) (A) 87.6 83.0
Direct vacancy costs (2.9) (8.6)
EPRA costs (excluding direct vacancy costs) (B) 84.7 74.4
Gross rental income less ground rent costs 238.6 226.7
Less: Service charge income 4 (22.6) (22.1)
Share of joint ventures and associates property income 2.1 8.8
Adjusted gross rental income (C) 218.1 213.4
EPRA cost ratio (including direct vacancy costs) (A/C) 40.2% 38.9%
EPRA cost ratio (excluding direct vacancy costs) (B/C) 38.8% 34.9%
1.

£0.8 million (31 December 2024: £0.7 million) of administration expenses were capitalised during the year. These
capitalised costs mainly relate to employee costs as it is the Group’s policy to capitalise directly attributable
overheads and operating expenses to assets under refurbishment or development.

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Shaftesbury Capital PLC | 2025 Annual Report 204
Alternative performance and EPRA measures (unaudited) continued
13. EPRA LTV
2025
Group
£m
Adjustment
for non-
controlling
interest
£m
Share of joint
ventures
£m
Total
£m
Borrowings from financial institutions (972.4) 95.0 – (877.4)
Exchangeable bonds (275.0) – – (275.0)
Net payables 57.0 (0.3) (59.5) (2.8)
Exclude:
Cash and cash equivalents
1
361.4 (10.7) 5.7 356.4
EPRA net debt (B) (829.0) 84.0 (53.8) (798.8)
Investment property at fair value 5,386.4 (706.4) 42.5 4,722.5
Owner-occupied property at fair value 20.7 – – 20.7
Properties under development – – 19.8 19.8
Total property value (A) 5,407.1 (706.4) 62.3 4,763.0
EPRA LTV (B/A) 16.8%
1.

Includes tenant deposits of £15.5 million (non-controlling interest £3.9 million) held as security against tenant rent
payments which are subject to certain restrictions and therefore not available for general use by the Group.
2024
Group
£m
Share
of joint
ventures and
associates
£m
Total
£m
Borrowings from financial institutions (1,239.8) – (1,239.8)
Exchangeable bonds (275.0) – (275.0)
Exclude:
Cash and cash equivalents
1
124.0 4.9 128.9
EPRA net debt (B) (1,390.8) 4.9 (1,385.9)
Investment properties at fair value 4,943.6 43.7 4,987.3
Owner-occupied property at fair value 20.1 – 20.1
Property held for sale at fair value 9.8 – 9.8
Properties under development – 21.6 21.6
Net receivables 85.5 (61.5) 24.0
Total property value (A) 5,059.0 3.8 5,062.8
EPRA LTV (B/A) 27.4%
1.

Includes tenant deposits of £14.2 million held as security against tenant rent payments which are subject to certain
restrictions and therefore not available for general use by the Group.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 205
Analysis of property portfolio (unaudited)
For the year ended 31 December 2025
Property portfolio valuation by use
31 December 2025 Retail
Food &
beverage Offices
Total
Commercial Residential
Portfolio
under
management
Portfolio on a
Group share
basis
Valuation (£m)
1
1,977.6 1,782.0 1,006.8 4,766.4 638.8 5,405.2 4,698.8
Valuation (%) 36% 33% 19% 88% 12% 100% 100%
L-f-L valuation movement (FY 2025) +10.4% +5.8% +5.6% +7.6% -0.6% +6.6% +6.7%
L-f-L valuation movement (H2 2025) +5.8% +2.8% +2.5% +4.0% -0.3% +3.4% +3.5%
Annualised gross income (£m) 75.8 76.4 39.0 191.2 23.8 215.0 187.6
Annualised gross income (%) 35% 36% 18% 89% 11% 100% 100%
L-f-L annualised gross income movement (FY 2025) +3.2% +5.0% +12.0% +5.6% +3.2% +5.3% +5.4%
L-f-L annualised gross income movement (H2 2025) +3.4% +3.4% +2.5% +3.2% +2.0% +3.1% +2.9%
ERV (£m) 97.9 89.3 57.1 244.3 26.0 270.3 234.8
ERV (%) 36% 33% 21% 90% 10% 100% 100%
ERV psf (£) 137 95 83 104 62 98 98
L-f-L ERV movement (FY 2025) +8.1% +4.9% +5.8% +6.4% +4.4% +6.2% +6.3%
L-f-L ERV movement (H2 2025) +4.7% +2.3% +1.6% +3.1% +2.2% +3.0% +3.0%
Net initial yield 3.6% 3.9% 3.4% 3.7% 3.0% 3.6% 3.6%
Topped-up net initial yield 3.8% 4.2% 3.8% 3.9% N/A 3.9% 3.9%
Equivalent yield 4.5% 4.6% 4.8% 4.6% 3.3% 4.4% 4.4%
WAULT (years) 3.1 8.1 2.7 4.8 N/A 4.8 4.8
3
Floor area (sq ft m)
2
0.8 0.9 0.7 2.4 0.4 2.8 2.8
3
Unit count
2
419 392 436 1,247 659 1,906 1,906
3
1.

Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).
2.

Excludes long-leasehold residential interests.
3.

WAULT, floor area and unit count have not been adjusted and reflect 100 per cent of the portfolio.

Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 206
Analysis of property portfolio (unaudited) continued
Property portfolio valuation by location
31 December 2025
Covent
Garden
Carnaby |
Soho Chinatown
Portfolio
under
management
Portfolio on a
Group share
basis
Valuation (£m)
1
2,825.5 1,816.9 762.8 5,405.2 4,698.8
Valuation (%) 52% 34% 14% 100% 100%
L-f-L valuation movement (FY 2025) +5.5% +8.5% +6.4% +6.6% +6.7%
L-f-L valuation movement (H2 2025) +2.7% +4.8% +3.1% +3.4% +3.5%
Annualised gross income (£m) 109.5 72.2 33.3 215.0 187.6
Annualised gross income (%) 51% 34% 15% 100% 100%
L-f-L annualised gross income movement (FY 2025) +4.8% +6.8% +4.0% +5.3% +5.4%
L-f-L annualised gross income movement (H2 2025) +4.2% +2.0% +1.9% +3.1% +2.9%
ERV (£m) 142.1 91.9 36.3 270.3 234.8
ERV (%) 53% 34% 13% 100% 100%
ERV psf (£) 102 99 86 98 98
L-f-L ERV movement (FY 2025) +5.6% +7.5% +5.5% +6.2% +6.3%
L-f-L ERV movement (H2 2025) +3.3% +2.9% +2.2% +3.0% +3.0%
Net initial yield 3.5% 3.5% 3.9% 3.6% 3.6%
Topped-up net initial yield 3.9% 3.8% 4.3% 3.9% 3.9%
Equivalent yield 4.5% 4.4% 4.2% 4.4% 4.4%
WAULT (years) 4.8 4.1 6.5 4.8 4.8
3
Floor area (sq ft m)
2
1.5 0.9 0.4 2.8 2.8
3
Unit count
2
854 702 350 1,906 1,906
3
1.

Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).
2.

Excludes long-leasehold residential interests.
3.

WAULT, floor area and unit count have not been adjusted and reflect 100 per cent of the portfolio.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 207
Historical record (unaudited)
For the year ended 31 December 2025
Continuing and discontinued operations
Consolidated income statement
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Gross profit
177.7 167.1 141.9 57.3 52.0
Other income 3.0 – 2.7 13.5 2.7
Gain/(loss) on revaluation and sale of investment property 321.8 194.6 (65.0) (0.8) (15.8)
Change in value of investments and other receivables (6.5) (7.0) (12.5) (7.9) –
Revaluation of equity investment – – 52.0 (239.5) 44.6
Non-recurring costs (5.9) (3.3) (44.5) (14.6) (68.6)
Administration expenses (44.3) (39.4) (39.3) (26.0) (22.7)
Operating profit/(loss) 445.8 312.0 35.3 (218.0) (7.8)
Net finance (costs)/income (52.0) (60.1) (90.4) 12.2 (44.4)
Profit/(loss) after finance costs 393.8 251.9 (55.1) (205.8) (52.2)
Gain on bargain purchase – – 805.5 – –
Loss on sale of associate – (4.0) – – –
Loss on sale of investments and subsidiaries (6.7) – – – –
Profit from joint ventures and associates – 4.5 0.2 – –
Profit/(loss) before tax 387.1 252.4 750.6 (205.8) (52.2)
Taxation 0.3 (0.3) (0.2) (6.0) (0.7)
Profit/(loss) for the year 387.4 252.1 750.4 (211.8) (52.9)
Profit/(loss) attributable to:
Owners of the Parent 340.2 252.1 750.4 (211.8) (52.9)
Non-controlling interest 47.2 – – – –
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 208
Historical record (unaudited) continued
Continuing and discontinued operations óŁĸŪěĸůýù
Consolidated balance sheet
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Investment property 5,337.3 4,899.1 4,740.2 1,715.1 1,705.6
Other non-current assets 139.0 156.1 224.9 485.4 713.3
Cash and cash equivalents 361.4 124.0 200.2 129.9 331.1
Other current assets 43.2 42.9 51.0 20.8 48.9
Assets held for sale –
9.8 – – –
Total assets 5,880.9 5,231.9 5,216.3 2,351.2 2,798.9
Non-current borrowings, including lease liabilities (774.7) (1,470.5) (1,534.8) (738.3) (934.9)
Other non-current liabilities – (1.8) (9.9) (8.7) (37.5)
Current borrowings, including lease liabilities (438.7) (0.3) (94.9) – –
Other current liabilities (99.4) (85.0) (96.5) (42.6) (39.7)
Total liabilities (1,312.8) (1,557.6) (1,736.1) (789.6) (1,012.1)
Net assets 4,568.1 3,674.3 3,480.2 1,561.6 1,786.8
Net assets attributable to:
Owners of the Parent 3,954.2 3,674.3 3,480.2 1,561.6 1,786.8
Non-controlling interest 613.9
– – – –
Per share information Pence Pence Pence Pence Pence
Basic earnings/(loss) per share attributable to owners of the Parent 18.7 13.8 45.5
(24.9) 4.1
Underlying earnings per share
1
4.5 4.0 3.7
2.2 0.1
Basic net assets per share attributable to owners of the Parent 214.6 200.4 190.3
183.2
209.7
EPRA NTA per share 214.7 200.2 190.3
182.1
213.0
Dividend per share 4.00 3.50 3.15
2.50
1.50
1.

Underlying earnings for the year ended 31 December 2025 is £81.9 million (31 December 2024: £73.0 million).
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Shaftesbury Capital PLC | 2025 Annual Report 209
Board and advisers
Chairman
Jonathan Nicholls
Executive Directors
Ian Hawksworth, Chief Executive
Situl Jobanputra, Chief Financial Officer
Non-executive Directors
Sian Westerman
Richard Akers
Ruth Anderson
Madeleine Cosgrave
Company Secretary
Ruth Pavey
General Counsel
Alison Fisher
Registered office
Regal House
14 James Street
London
WC2E 8BU
Telephone: +44 (0) 20 3214 9150
Registered number
7145051
Websites
www.shaftesburycapital.com
www.chinatown.co.uk
www.coventgarden.london
www.thisissoho.co.uk
Independent auditors
PricewaterhouseCoopers LLP
Solicitors
Herbert Smith Freehills Kramer LLP
Financial adviser
Rothschild & Co.
Corporate brokers
Jefferies International Limited
Peel Hunt LLP
UBS AG London Branch
South Africa sponsor
Java Capital Trustees and Sponsors Proprietary Limited
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Dividends
The Directors of Shaftesbury Capital PLC have proposed a final cash dividend of 2.1
pence per ordinary share (ISIN GB00B62G9D36) payable on Friday, 22 May 2026.
Dates
The following are the salient dates for the payment of the proposed 2025 final cash
dividend:
Proposed 2025 final dividend announced Wednesday, 25 February 2026
Sterling/Rand exchange rate struck Wednesday, 8 April 2026
Sterling/Rand exchange rate and dividend amount in Rand
announced by 11.00 am (Johannesburg time)
Thursday, 9 April 2026
Last day to trade cum-dividend* Tuesday, 21 April 2026
Ordinary shares listed ex-dividend on the Johannesburg
Stock Exchange
Wednesday, 22 April 2026
Ordinary shares listed ex-dividend on the London Stock
Exchange
Thursday, 23 April 2026
Record date for the 2025 final dividend in UK and South
Africa
Friday, 24 April 2026
Deadline for submission of declaration of eligibility to
receive gross PID payment to UK registrar
Friday, 24 April 2026 (COB)
Annual General Meeting Thursday, 14 May 2026
Dividend payment date for shareholders Friday, 22 May 2026
The proposed 2025 final cash dividend is subject to approval at the Company’s
Annual General Meeting, to be held on Thursday, 14 May 2026.
*South African shareholders should note that, in accordance with the requirements
of Strate, the last day to trade cum-dividend on the Johannesburg Stock Exchange
will be Tuesday, 21 April 2026. No dematerialisation or rematerialisation of shares
will be possible from Wednesday, 22 April 2026 to Friday, 24 April 2026 inclusive. No
transfers between the UK and South African registers may take place from close of
business on Thursday, 9 April 2026 to Friday, 24 April 2026 inclusive.
The above dates are proposed and subject to change.
The proposed 2025 final cash dividend will be paid wholly as a Property Income
Distribution (“PID”). There will be no Non-PID (ordinary dividend) element of the final
cash dividend. As such, the entire final cash dividend will be subject to a deduction of
a 20 per cent UK withholding tax unless exemptions apply.
Information for shareholders
The information below is included only as a general guide to taxation for
shareholders based on Shaftesbury Capital’s understanding of the law and the
practice currently in force. Any shareholder who is in any doubt as to their tax
position should seek independent professional advice.
UK shareholders
The proposed 2025 final cash dividend will be paid wholly as a PID. Certain
categories of shareholders may be eligible for exemption from the 20 per cent UK
withholding tax and may register to receive their dividends on a gross basis. Further
information, including the required forms, is available from the ‘Investor Information’
section of the Company’s website
(https://www.shaftesburycapital.com/en/investors/investor-information.html), or on
request from the Company’s UK registrar, MUFG Corporate Markets. Validly
completed forms must be received by MUFG Corporate Markets no later than the
dividend record date, as advised; otherwise the dividend will be paid after deduction
of tax.
There will be no Non-PID element of the final cash dividend.
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Dividends continued
South African shareholders
The proposed 2025 final cash dividend proposed by the Company is a foreign
payment and the funds are sourced from the UK.
PID: The proposed 2025 final cash dividend will be paid wholly as a PID and a 20 per
cent UK withholding tax is applicable to a PID. As such, South African shareholders
may apply to HMRC after payment of the proposed 2025 final cash dividend for a
refund of the difference between the 20 per cent UK withholding tax and the
UK/South African double taxation treaty rate of 15 per cent.
The proposed 2025 final cash dividend will be exempt from income tax but will
constitute a dividend for Dividends Taxௗpurposes, as it will be declared in respect of
a share listed on the exchange operated by the JSE. South African Dividends Tax will
therefore be withheld from the proposed 2025 final cash dividend at a rate of 20 per
cent, unless a shareholder qualifies for an exemption and the prescribed
requirements for effecting the exemption are in place by the requisite date. Certain
shareholders may also qualify for a reduction of South African Dividends Tax liability
to 5 per cent (being the difference between the South African dividends tax rate and
the effective UK withholding tax rate of 15 per cent) if the prescribed requirements
for effecting the reduction are in place by the requisite date.
Non-PID: There will be no Non-PID element of the proposed 2025 final cash
dividend.
Other overseas shareholders
Other non-UK shareholders may be able to make claims for a refund of UK
withholding tax deducted pursuant to the application of a relevant double taxation
convention. UK withholding tax refunds can only be claimed from HMRC, the UK tax
authority.
Additional information on PIDs and ordinary dividends (Non-PIDs) can be found at
https://www.shaftesburycapital.com/en/investors/investor-information/reit.html
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Glossary
Annualised gross income
Total annualised actual and “estimated income” from leases at a valuation date. It
includes sundry non-leased income and estimated turnover related rents. No rent is
attributed to leases which were subject to rent-free periods at that date. It does not
reflect any head rents and estimated irrecoverable outgoings at the valuation date.
“Estimated income” refers to gross ERVs in respect of rent reviews outstanding at
the valuation date and, where appropriate, ERV in respect of lease renewals outstanding
at the valuation date where the fair value reflects terms for a renewed lease.
APM (alternative performance measure)
A financial measure of historical or future financial performance, position or cash
flows of the Group which is not a measure defined or specified in IFRS.
BREEAM
Building Research Establishment Environmental Assessment Method is a method of
assessing, rating and certifying sustainability of buildings.
Cash and undrawn committed facilities
Cash and cash equivalents, excluding tenant deposits, plus undrawn committed
facilities.
CDP
CDP Worldwide, a global not-for-profit sustainability disclosure system. Shaftesbury
Capital participates in the CDP Climate Change Programme, which measures
progress on climate change disclosure.
Contracted income
Includes rent frees and contracted rent increases.
Covent Garden partnership
A long-term partnership with NBIM, the Norwegian sovereign wealth fund, in respect
of the Covent Garden estate. On 1 April 2025, Shaftesbury Capital sold a 25 per cent
non-controlling interest in the Covent Garden estate to NBIM with Shaftesbury
Capital retaining 75 per cent ownership and management control over the estate.
CRREM
Carbon Risk Real Estate Monitor. The leading global standard and initiative for
operational decarbonisation of real estate assets.
EBITDA
EBITDA represents underlying earnings before interest, tax, depreciation and
amortisation.
Embodied carbon
The total carbon emissions generated during the creation or refurbishment of a
product. Including the extraction, manufacture, transportation, processing, assembly,
replacement and deconstruction of the materials required to create or refurbish the
product.
EPC (Energy Performance Certificate)
An asset rating setting out how energy efficient a building is, rated by its carbon
dioxide emission on a scale of A to G, with A being the most energy efficient.
EPRA
European Public Real Estate Association, the publisher of Best Practice
Recommendations intended to make financial statements of public real estate
companies in Europe clearer, more transparent and comparable.
EPRA cost ratio (including direct vacancy costs)
EPRA cost ratio (including direct vacancy costs) is a proportionally consolidated
measure of the ratio of net overheads and operating expenses against gross rental
income (with both amounts excluding ground rents payable). Net overheads and
operating expenses relate to all administrative and operating expenses, net of any
service fees, recharges or other income specifically intended to cover overhead and
property expenses.
EPRA cost ratio (excluding direct vacancy costs)
EPRA cost ratio (excluding direct vacancy costs) is the ratio defined above, but with
direct vacancy costs removed from the net overheads and operating expenses
balance.
EPRA earnings per share
Profit or loss for the year excluding amounts allocated to non-controlling interest
excluding valuation movements on properties, fair value changes of financial
instruments, cost of early close out of debt, merger-related integration and other
transaction costs unlikely to reoccur in the foreseeable future, divided by the
weighted average number of shares in issue during the year.
EPRA LTV (loan-to-value)
Ratio of net debt, including net payables, to the sum of the net assets, including net
receivables, of the Group, its subsidiaries and joint ventures and associates, all on a
proportionately consolidated basis, expressed as a percentage. The calculation
includes trading properties at fair value and debt at nominal value.
EPRA NDV (net disposal value) per share
The net assets attributable to owners of the Parent as at the end of the year
including the excess of the fair value of trading property over its cost, revaluation of
other non-current investments and the adjustment required to reflect fixed interest
rate debt at fair value, divided by the diluted number of ordinary shares.
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Glossary continued
EPRA net initial yield
Annualised net rent (after deduction of revenue costs such as head rent, running
void, service charge after shortfalls and empty rates) on investment and trading
property expressed as a percentage of the gross market value before deduction of
theoretical acquisition costs, all on a proportionally consolidated basis.
EPRA NTA (net tangible assets) per share
The net assets attributable to owners of the Parent as at the end of the year
including the excess of the fair value of trading property over its cost and revaluation
of other non-current investments, excluding the fair value of financial instruments
and deferred tax on revaluations, divided by the diluted number of ordinary shares.
EPRA NRV (net reinstatement value) per share
The net assets as at the end of the year including the excess of the fair value
of trading property over its cost and excluding the fair value of financial instruments,
deferred tax on revaluations and diluting for the effect of those shares potentially
issuable under employee share schemes and diluting for the effect of those shares
potentially issuable under employee share schemes plus a gross up adjustment for
related costs such as Real Estate Transfer Tax, divided by the diluted number of
ordinary shares.
EPRA sBPR
European Public Real Estate Association Sustainability Best Practice
Recommendations for Reporting, a guidance framework for reporting environmental
performance. The Group publishes details of its environmental performance in line
with the EPRA sBPR.
EPRA topped-up initial yield
EPRA net initial yield adjusted for the expiration of rent-free periods.
EPRA vacancy
ERV of un-let units, including those under offer, expressed as a percentage of the
ERV of the property portfolio under management excluding units under
development. EPRA vacancy excludes properties held within the Lillie Square joint
venture.
ERV (Estimated rental value)
The external valuers’ estimate of the open market rent which, on the date of
valuation, could reasonably be expected to be obtained on a new letting or rent
review of the property.
F&B (Food & Beverage)
A sector within the portfolio which includes establishments primarily engaged in the
preparation and sale of food and beverages. This encompasses a diverse range of
customers including restaurants, cafés, bars, pubs and other hospitality venues.
FTSE 350 Real Estate Index
London Stock Exchange index derived from real estate companies in the FTSE 100
and FTSE 250 indices.
FTSE4GOOD
FTSE4GOOD Index Series, hosted by FTSE Russell, a sustainability index in which
Shaftesbury Capital participates.
FRC
Financial Reporting Council.
FRS 101
Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.
GRESB
The Global Real Estate Sustainability Benchmark, a sustainability index. Shaftesbury
Capital participates in the GRESB Real Estate Assessment.
Gross income
The Group’s share of passing rent plus sundry non-leased income.
Group share
Group share excludes the Lillie Square joint venture and any non-controlling interest
in the Group’s subsidiaries, removed on a line-by-line basis.
Headline earnings per share
Headline earnings per share is calculated in accordance with Circular 1/2023
issued by the South African Institute of Chartered Accountants (“SAICA”), a
requirement of the Group’s JSE listing. This measure is not a requirement of IFRS.
IFRS
United Kingdom-adopted international accounting standards.
ISO
International Organisation for Standardisation.
JSE
Johannesburg Stock Exchange.
KPI
Key performance indicators.
Leasing activity
The rental value secured from lettings, rent reviews and lease renewals during a
period.
LETI
The London Energy Transformation Initiative, a network of built environment
professionals working to put London on the path to Net Zero Carbon.
Like-for-like property
Property which has been owned throughout both years without significant capital
expenditure in either year, so income can be compared on a like-for-like basis. For
the purposes of comparison of capital values, this will also include assets owned at
the previous balance sheet date but not necessarily throughout the prior year.
Loan notes interest cover
Interest cover is calculated based on net rental income, less an administration
adjustment of £5.0 million, divided by net finance costs.
Loan notes LTV
LTV is calculated on the basis of net debt divided by the market value of wholly-
owned property portfolio. This measure is consistent with the LTV ratio disclosed in
the ‘Alternative performance measures’ table.
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Glossary continued
LTV (loan-to-value)
LTV is calculated on the basis of net debt divided by the market value of the
property portfolio excluding amounts allocated to non-controlling interest and the
Lillie Square joint venture.
Longmartin
The Longmartin associate was a 50 per cent investment arrangement between
Shaftesbury Capital and The Mercers’ Company. The Group disposed of its share in
Longmartin during the prior year.
LSJV
The Lillie Square joint venture is a 50 per cent joint venture between the Group and
Kwok Family Interests (“KFI”). The joint venture was established to own, manage and
develop land interests at Lillie Square.
MSCI
Producer of an independent benchmark of property returns.
NAV
Net asset value.
NBIM
Norges Bank Investment Management.
Net debt
Total borrowings, at nominal value, less cash and cash equivalents, excluding tenant
deposits. Net debt excludes amounts allocated to non-controlling interest and the
Lillie Square joint venture.
Net initial yield
The net initial income at the valuation date expressed as a percentage of the gross
valuation. Yields reflect net income after deduction of any ground rents, head rents
and rent charges and estimated irrecoverable outgoings at the valuation date.
NRI (Net rental income)
Gross rental income less ground rents, payable service charge expenses and other
non-recoverable charges, having taken due account of expected credit loss
provisions and adjustments to comply with International Financial Reporting
Standards regarding tenant lease incentives.
Nominal equivalent yield
Effective annual yield to a purchaser on the gross market value, assuming rent is
receivable annually in arrears, and that the property becomes fully occupied and
that all rents revert to the current market level (ERV) at the next review date or
lease expiry.
Occupancy rate
The ERV of let and under-offer units expressed as a percentage of the ERV of let and
under-offer units plus ERV of un-let units, excluding units under development. This is
equivalent to 100 per cent less the EPRA vacancy rate.
Passing rent
Contracted annual rents receivable at the balance sheet date. This takes no account
of accounting adjustments made in respect of rent-free periods or tenant lease
incentives, the reclassification of certain lease payments as finance charges or any
irrecoverable costs and expenses, and does not include excess turnover
rent, additional rent in respect of unsettled rent reviews or sundry income.
PIDs (Property income distributions)
Distribution under the REIT regime that constitutes at least 90 per cent of the
Group’s taxable income profits arising from its qualifying property rental business,
by way of dividend. PIDs can be subject to withholding tax at 20 per cent. If the
Group distributes profits from its non-qualifying business, the distribution will be
taxed as an ordinary dividend in the hands of the investors.
Portfolio under management
Reflects the portfolio under management at 100 per cent.
PSP
Performance Share Plan.
REIT (Real Estate Investment Trust)
A REIT is exempt from corporation tax on income and gains of its property rental
business (qualifying activities) provided a number of conditions are met. It remains
subject to corporation tax on non-exempt income and gains (non-qualifying activities)
which would include any trading activity, interest income and development and
management fee income.
RETT (Real Estate Transfer Tax)
Purchasers’ cost as included within the independent valuation of investment and
trading properties.
Reversionary potential
The amount by which ERV exceeds annualised gross income, measured at a
valuation date.
RICS
Royal Institution of Chartered Surveyors.
SBTi
Science Based Targets initiative.
S&P Global Corporate Sustainability Assessment
A sustainability index of Standard & Poor Global to which Shaftesbury Capital
submits information.
Section 106
Section 106 of the Town and Country Planning Act 1990, pursuant to which
the relevant planning authority can impose planning obligations on a developer to
secure contributions to services, infrastructure and amenities in order to support and
facilitate a proposed development.
Secured loans interest cover
Interest cover is calculated based on net rental income of the company which holds
the loan divided by net finance costs associated with the secured loan.
Secured loans LTV
LTV is calculated on the basis of the secured loan balance outstanding divided by the
market value of specified properties.
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Glossary continued
Shaftesbury Capital
Shaftesbury Capital PLC (also referred to as “the Company”, “Shaftesbury Capital”
or “the Parent”), and all its subsidiaries and Group undertakings, collectively referred
to as “the Group”.
Sterling Overnight Interbank Average Rate (“SONIA”)
The average overnight Sterling risk-free interest rate, set in arrears, paid by banks
for unsecured transactions.
TAR (Total accounting return)
The movement in EPRA NTA per share plus dividends per share paid during the year.
TCFD (Task Force on Climate-related Financial Disclosures)
The TCFD developed a framework to help companies more effectively disclose
climate-related risks and opportunities through existing reporting processes.
Tenant lease incentives
Any incentives offered to customers to enter into a lease. Typically incentives are in
the form of an initial rent-free period and/or a cash contribution to fit-out
the premises. Under IFRS the value of incentives granted to customers is amortised
through the consolidated income statement on a straight-line basis to the earlier of
break or lease expiry.
TOMs
Themes, Outcomes and Measures system.
Topped-up net initial yield
Net initial yield adjusted for the expiration of rent-free periods.
TPR (Total property return)
Capital growth including gains and losses on disposals plus rent received less
associated costs, including ground rent. TPR excludes amounts allocated to non-
controlling interest and the Lillie Square joint venture.
TSR (Total shareholder return)
The movement in the price of an ordinary share plus dividends paid during the
year assuming re-investment in ordinary shares.
Underlying administration expenses
Administration expenses excluding non-recurring corporate and transaction-related
costs. The items are excluded as they are considered to be non-recurring or
significant by virtue of size and nature.
Underlying earnings
EPRA earnings adjusted for the non-core property rental income business. The Lillie
Square joint venture is not considered part of the core underlying business of the
Group and therefore its results are excluded from underlying earnings. Underlying
earnings excludes amounts allocated to non-controlling interest.
Underlying earnings per share (“EPS”)
Underlying earnings divided by the weighted average number of shares in issue
during the year.
Unsecured term loan and revolving credit facilities interest cover
Interest cover is calculated based on net rental income divided by net finance costs.
Unsecured term loan and revolving credit facilities LTV
LTV is calculated on the basis of net debt divided by the market value of wholly-
owned property portfolio. This measure is consistent with the LTV ratio disclosed in
the ‘Alternative performance measures’ table.
Unsecured term loan and revolving credit facilities unencumbered assets
Unencumbered assets are calculated based on the total wholly-owned property
portfolio (or non-wholly owned properties in proportion to the Group’s ownership)
divided by Group’s unsecured debt.
Valuation growth/decline
The valuation movement and realised surpluses or deficits arising from the Group’s
investment property portfolio expressed as a percentage return on the valuation at
the beginning of the period adjusted for acquisitions, disposals and capital
expenditure. When measured on a like-for-like basis, the calculation excludes those
properties acquired or sold during the period.
WAULT (Weighted average unexpired lease term)
The unexpired lease term to the earlier of break or lease expiry weighted by passing
rent for each lease.
Weighted average cost of debt – gross
The cost of debt weighted by the drawn balance of external borrowings.
Weighted average cost of debt – net
The cost of debt weighted by the drawn balance of external borrowings, taking
account of interest income on cash deposits and interest rate derivatives.
Whole Life Carbon
The total embodied and operational emissions that occur over the lifetime of a
building, including the carbon associated with decommissioning at end of life.
Zone A
A means of analysing and comparing the rental value of retail space by dividing it in to
zones parallel with the main frontage. The most valuable zone, Zone A, falls within a 6
metre depth of the shop frontage. Each successive zone is valued at half the rate of the
zone in front of it. The blend is referred to as being ‘ITZA’ (“In Terms of Zone A”).
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Greenhouse gas emissions
Greenhouse gas emissions methodology 2025
Shaftesbury Capital monitors and reports its greenhouse gas (“GHG”) emissions and
operational energy consumption in compliance with the requirements of the
Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 and
the extension of these regulations to include the Streamlined Energy and Carbon
Reporting (“SECR”) regulations.
Our Scope 1, 2 and 3 emissions statements cover the reporting period 1 January
2025 to 31 December 2025 and are detailed on pages 82 and 83.
The GHG emissions data is prepared by following the GHG Protocol: A Corporate
Accounting and Reporting Standard’ published by the World Resources Institute
(“WRI”). We use the GHG Protocol operational control approach as this reflects
where Shaftesbury Capital has the ability to influence GHG emissions. 100 per cent
of emissions and energy use reported are applicable for UK only, as Shaftesbury
Capital does not have any other global operations.
Scope 1 emissions, defined as direct emissions including fuel combustion in owned or
controlled boilers, backup generators, fuel use for construction plant and machinery
and fugitive emissions from air conditioning, are included where they are our
responsibility within the managed portfolio.
Scope 2 is defined as indirect energy emissions which include purchased electricity
throughout the Group’s operations within landlord-controlled parts. The figures
relate to landlord-controlled common parts such as lobbies, staircases or vacant
units and energy use during refurbishments. Scope 2 emissions also include energy
use for external and street lighting and bin stores, where these are our responsibility
within the managed portfolio. Shaftesbury Capital is responsible for all Scope 1 and
Scope 2 emissions disclosed on page 83.
For Scope 2 emissions, those arising from generated electricity usage are reported in
two ways. Firstly, Shaftesbury Capital calculates the ‘location-based’ emissions
which reflect emissions according to the energy mix of the National Grid. Secondly,
Shaftesbury Capital reports ‘market-based’ emissions which reflect the energy mix
provided by our energy suppliers. This helps Shaftesbury Capital to demonstrate the
reduction in emissions as a result of purchasing energy from suppliers who generate
renewable energy.
In addition, we report Scope 3 emissions comprising other indirect emissions from
sources not owned or controlled by Shaftesbury Capital, including customer and
supply chain emissions. We report Scope 3 emissions from the following sources:
 Tenant energy consumption in our properties where the leasing arrangements put
responsibility on energy operation and direct payment for supply on the tenants
(excluding long leasehold properties)
 Embodied emissions from the materials we use in our refurbishment projects
 Purchased goods and services from our suppliers
 Upstream energy use associated with our Scope 1 and 2 emissions
 Waste treatment and disposal, where waste collection is our responsibility within
the managed portfolio
 Emissions from our employees commuting to work
 Emissions from business flights taken throughout the year
 Water supply and treatment, where water supply is our responsibility within the
managed portfolio
Shaftesbury Capital has engaged Carbon Footprint Limited to provide independent
verification of the 2025 GHG emissions assertion, in accordance with the industry
recognised standard ISO 14064-3. The verification statement will be included in our
Sustainability data report, which will be issued in April 2026.
The energy and carbon statements disclosed in this report, on page 83, have been
calculated and reported in accordance with the following standards:
 WRI/WBCSD (World Business Council for Sustainable Development) (2004). Greenhouse
Gas Protocol: Corporate Accounting and Reporting Standard – Revised Edition;
 WRI/WBCSD (2011). Greenhouse Gas Protocol: Corporate Value Chain (Scope 3)
Standard;
 WRI/WBCSD (2015). Greenhouse Gas Protocol: Scope 2 Guidance for market-
based reporting;
 Department for Environment, Food & Rural Affairs and Department for Business,
Energy & Industrial Strategy (2019): Environmental reporting guidelines: Including
Streamlined Energy and Carbon Reporting requirements; and
 European Real Estate Association (2024) Best Practice Recommendations on
Sustainability Reporting (EPRA sBPR).
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Shaftesbury Capital PLC | 2025 Annual Report 217
Greenhouse gas emissions continued
Emissions calculations are in line with the requirements of the GHG Protocol suite of
documents. The method uses activity data relating to Shaftesbury Capital’s
operations, multiplied by relevant emissions conversion factors, sourced from
Department for Energy Security and Net Zero (“DESNZ”) UK Government GHG
Conversion Factors for Company Reporting (2025), OneClick LCA Emission Factor
Database (2025), and spend-based UK Government emission factors by SIC code
(2025).
We have used accurate consumption data for reporting the majority of Scope 1 and
Scope 2 emissions.
For Scope 3 occupier emissions we have used various methods, including meter
reads, billing information and energy data collected from UK energy operators for
approximately 77 per cent of consumption by area for electricity and 70 per cent of
consumption by area for gas supplies, and applied industry benchmarks for the
remaining 23 per cent of electricity consumption and 30 per cent of gas
consumption.
For Scope 3 embodied carbon, we aim to collect accurate data for all our
refurbishment projects, where feasible. This covered 55.8 per cent of our spend in
2025 and 24.5 per cent of our embodied carbon. For the remainder of our
refurbishment project spend, where embodied carbon data collection was not
feasible, we use UK Government spend-based conversion.
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Shareholder information
Electronic communication
As part of our commitment to sustainability, Shaftesbury Capital has adopted
electronic communications. This means that shareholders will receive documents
from the Company electronically unless they elect to receive hard copies.
All of Shaftesbury Capital’s annual and interim results will be published on the
Company’s website www.shaftesburycapital.com. If you are a shareholder who
receives hard copies of documents and you wish to elect to receive electronic
communications, please contact the appropriate registrar. Shareholders may revoke
an election to receive electronic communications at any time.
Registrars
All enquiries concerning shares or shareholdings, including notification of change of
address, queries regarding loss of a share certificate and dividend payments should
be addressed to:
For shareholders registered in the UK:
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom
Telephone: +44 (0) 371 664 0300
Calls are charged at the standard geographic rate and vary by provider. Calls
outside the United Kingdom are charged at the applicable international rate. Lines
are open 9.00 am to 5.30 pm, Monday to Friday, excluding public holidays in England
and Wales.
Email: shareholderenquiries@cm.mpms.mufg.com
Website: eu.mpms.mufg.com
For shareholders registered in South Africa:
Computershare Investor Services Proprietary Limited, Rosebank Towers, 1st Floor,
15 Biermann Avenue, Rosebank, 2196, South Africa
Postal address: Private Bag X9000, Saxonwold 2132, South Africa
Telephone: +27 (0) 11 370 5000 or 086 1100 933 (lines are open 8.00 am to 4.30 pm,
Monday to Friday, excluding public holidays in South Africa)
Email: web.queries@computershare.co.za
Website: www.computershare.com/za
Web-based enquiry service for UK shareholders
Shareholders registered in the United Kingdom can register
at https://uk.investorcentre.mpms.mufg.com to access a range of online
services including:
 Updating address details or registering a mandate to have dividends paid directly
to their bank account
 Online proxy voting
 Electing to receive shareholder communications electronically
 Viewing holding balance, indicative share price and valuation
 Viewing transactions on the holding including any dividend payments received
 Accessing a wide range of shareholder information, including downloadable forms
Share price information
The latest information on the Shaftesbury Capital PLC share price is available on the
Company’s website www.shaftesburycapital.com.
The shares are traded on the London Stock Exchange with LSE code SHC, SEDOL
B62G9D3, ISIN GB00B62G9D36. The shares are traded on the Johannesburg Stock
Exchange under the abbreviated name SHBCAP and JSE code SHC.
Share dealing services for UK shareholders
Many banks, building societies and investment managers offer share dealing
services. Additionally, UK shareholders may trade their shares using the online and
telephone dealing service that MUFG Corporate Markets provides. To use this
service, shareholders should contact MUFG Corporate Markets:
infosharedeal@cm.mpms.mufg.com or telephone +44 (0) 371 664 0445. Calls are
charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom are charged at the applicable international rate. (Lines are open 8.00
am to 5.30 pm, Monday to Friday, excluding public holidays in England and Wales.)
Alternatively, shareholders can log on to https://sharedeal.cm.mpms.mufg.com.
This service is only available to private individuals resident in the United Kingdom,
the European Economic Area, the Channel Islands and the Isle of Man who hold
shares in a company for which MUFG Corporate Markets provides share registration
services, or a nominee programme administered by MUFG Corporate Markets
Trustees (UK) Limited.
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Shaftesbury Capital PLC | 2025 Annual Report 219
Shareholder information continued
ShareGift
ShareGift is a charity share donation scheme for UK-based shareholders who may
wish to dispose of a small quantity of shares where the market value makes it
uneconomical to sell on a commission basis. Further information can be found on
its website www.sharegift.org, by telephoning 020 7930 3737 or by emailing
help@sharegift.org.
Charity Shares for Children NPC ("CS4C")
CS4C is an independent non-profit and registered charity share donation scheme for
shareholders in South Africa who may wish to dispose of small holdings of shares
that are too costly to sell via a stockbroker on a commission basis. Further
information can be found at https://charityshares4children.co.za by emailing
info@charityshares4childre.co.za, or charityshares@computershare.co.za or by
telephoning 0800 202 363 (freephone) or +27 (0) 11 870 8207.
Share fraud warnings
Shareholders are advised to be wary of any unsolicited calls, mail or emails that
offer free advice, the opportunity to buy shares at a discount or to provide free
company or research reports. Such approaches are often investment scams and
you will probably lose your money. Information on how to protect yourself from
investment scams can be found at www.fca.org.uk/scams or by calling the FCA’s
consumer helpline on 0800 111 6768 (freephone).
Cautionary statement
This Report contains “forward-looking statements” regarding the belief or current
expectations of Shaftesbury Capital PLC, its Directors and other members of its
senior management about Shaftesbury Capital PLC’s businesses, financial
performance and results of operations. These forward-looking statements are not
guarantees of future performance. Rather, they are based on current views and
assumptions and involve known and unknown risks, uncertainties and other factors,
many of which are outside the control of Shaftesbury Capital PLC and are difficult to
predict, that may cause actual results, performance or developments to differ
materially from any future results, performance or developments expressed or
implied by the forward-looking statements.
These forward-looking statements speak only as at the date of this Report. Except as
required by applicable law, Shaftesbury Capital PLC makes no representation or
warranty in relation to them and expressly disclaims any obligation to update or
revise any forward-looking statements contained herein to reflect any change in
Shaftesbury Capital PLC’s expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. The information
contained in this Report does not purport to be comprehensive and has not been
independently verified. Any information contained in this Report on the price at which
shares or other securities in Shaftesbury Capital PLC have been bought or sold in the
past, or on the yield on such shares or other securities, should not be relied upon as
a guide to future performance. No statement in this Report is intended to be a profit
forecast and no statement in this Report should be interpreted to mean that earnings
per share of Shaftesbury Capital PLC for the current or future financial years would
necessarily match or exceed the historical published earnings per share of
Shaftesbury Capital PLC. Certain industry and market data contained in this Report
has come from third-party sources. Third-party publications, studies and surveys
generally state that the data contained therein have been obtained from sources
believed to be reliable, but that there is no guarantee of accuracy or completeness
of such data.
Strategic report Corporate governance Financial statementsAdditional information
Shaftesbury Capital PLC | 2025 Annual Report 220
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Shaftesbury Capital PLC
Regal House
14 James Street
Covent Garden
WC2E 8BU