Add files using upload-large-folder tool

.gitattributes

@@ -57,3 +57,6 @@ saved_model/**/* filter=lfs diff=lfs merge=lfs -text
 # Video files - compressed
 *.mp4 filter=lfs diff=lfs merge=lfs -text
 *.webm filter=lfs diff=lfs merge=lfs -text
+NewRiver/NewRiver_75Pages/NewRiver_75Pages_TextNeedles.pdf filter=lfs diff=lfs merge=lfs -text
+NewRiver/NewRiver_25Pages/NewRiver_25Pages_TextNeedles.pdf filter=lfs diff=lfs merge=lfs -text
+NewRiver/NewRiver_200Pages/NewRiver_200Pages_TextNeedles.pdf filter=lfs diff=lfs merge=lfs -text

NewRiver/NewRiver_200Pages/NewRiver_200Pages_TextNeedles.pdf

@@ -0,0 +1,3 @@
+version https://git-lfs.github.com/spec/v1
+oid sha256:f40462e17d22b12d750fe01d37cace1626272c72b5dda85acbf6fc42e3e98360
+size 6007869

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_10.txt

@@ -0,0 +1,85 @@
+Resilient performance 
+and strategic progress
+“We are confident of 
+our ability to deliver our 
+medium term objective of 
+a consistent premium total 
+accounting return.”
+Allan Lockhart
+Chief Executive
+Our strong operational performance, including disposals within our 
+Work Out portfolio, resulted in excellent cash generation as we ended 
+the financial year with £111.3 million of cash up from £88.2 million at the 
+end of FY22. 
+Whilst the MSCI All Property and All Retail indices experienced capital 
+returns of -16% and -13% respectively for the year 1 April 2022 to 
+31 March 2023, our portfolio outperformed with a like-for-like valuation 
+movement of -5.9%. The majority of our reported decline was 
+contained within our Regeneration portfolio, predominantly driven 
+by higher estimated development costs, a direct consequence of 
+persistent high inflation. As a result, our EPRA Net Tangible Assets 
+(NTA) per share at the full year was 121 pence (FY22: 134 pence). 
+At our FY22 results, we said that we would seek to maintain 
+headroom to our Loan To Value (LTV) guidance of <40% given the 
+macro-economic uncertainty at that time. That was the right decision 
+given the significant disruption in the real estate capital markets 
+especially in the final quarter of 2022. Our LTV at the full year was 
+33.9% (FY22: 34.1%), well within our guidance. Importantly, we have 
+no refinancing or exposure to higher interest rates on drawn debt until 
+2028 and we view this, together with the significant spread between 
+our portfolio net initial yield of 8.0% and our cost of borrowing of 3.5%, 
+as key strengths.
+A key highlight of the full year was successfully expanding our Capital 
+Partnerships strategy by securing a high-quality mandate from M&G 
+Real Estate to asset manage a large retail portfolio comprising 16 retail 
+parks and one shopping centre, further extended to include a second 
+shopping centre post year end. This is a great endorsement of the 
+quality of our asset management platform and also demonstrates the 
+potential to grow our recurring earnings in a capital light way. 
+Our operating and financial results demonstrate the underlying resilience 
+of our business in what has been a challenging year for the real estate 
+sector. That, together with our strong financial position and the strategic 
+options available to us, means we remain confident in delivering our 
+objective of a consistent 10% total accounting return for our shareholders. 
+FINANCIALS
+Strong Financial Performance  
+& Fully Covered Dividend
+Our Retail UFFO increased by 26% in FY23 to £25.8 million 
+(FY22: £20.5 million). This performance has been driven by an increase 
+in our Net Property Income, up 5.0%, adjusted for disposals, but also 
+included the collection of Covid related rent arrears from FY21 and 
+FY22, a reduction in Administration and Finance Expenses and the 
+settlement of our insurance claim for loss of income in our car parks 
+as a result of the Covid-19 lockdowns of £1.4 million.
+In line with our dividend policy, we have declared a final dividend of 3.2 
+pence per share bringing the total dividend for FY23 to 6.7 pence per 
+share, which is 125% covered by UFFO. 
+As a result of an improving Retail UFFO, a tight control on capital 
+expenditure and completed Work Out disposals, our cash position 
+increased from £88.2 million in March 2022 to £111.3 million in March 
+2023. One of the benefits of rising interest rates, is that we are now 
+receiving a return on our excess cash which is accretive to our UFFO. 
+Valuation Outperformance
+Our portfolio valuation has been far more insulated from the impact of 
+rising interest rates compared to the wider real estate sector, partly due 
+to our already high portfolio yield, and recorded a like-for-like valuation 
+movement of -5.9%. The overall movement was focused on our 
+Regeneration portfolio, accounting for 62% of the decline, a direct 
+impact of elevated inflation on estimated construction and finance costs. 
+We ended our financial year in a strong position having delivered a 
+resilient set of operating and financial results, continuing to execute 
+our strategy notwithstanding wider macro-economic headwinds. 
+Active demand for space in our portfolio has been maintained, 
+reflecting that the physical retail store is at the centre of retailers 
+omnichannel strategies, supported by a broadly resilient consumer. 
+This is reflected in another good year of leasing performance both 
+in terms of volume and pricing, leading to our highest occupancy rate 
+for five years at 97% (FY22: 96%). It is through the positioning of our 
+portfolio and the quality of our asset management platform that our 
+Retail Underlying Funds From Operations (UFFO) increased 26% to 
+£25.8 million from £20.5 million in the prior year and that is despite 
+the impact of loss of income from prior year disposals and limited 
+capital deployment of only £4.0 million.
+8 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Strategic Report
+Chief Executive’s review

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_100.txt

@@ -0,0 +1,96 @@
+Colin Rutherford   
+Independent Non-Executive Director, 
+Appointed February 2019
+Key Skills and Experience
+Colin is an experienced public and private 
+company chairman and independent director, 
+with relevant sector experience including asset 
+management, bioscience, leisure and real estate. 
+Colin graduated in accountancy and finance and 
+qualified with Touche Ross (now Deloitte) in 1984 
+and is a member of the Institute of Chartered 
+Accountants of Scotland.
+External Appointments
+Listed Companies
+Evofem Biosciences Inc (Independent Director 
+and Audit Committee Chairman)
+Other
+Allstone Sand Gravels & Aggregates Limited 
+(Chairman); Brookgate Limited (Chairman); 
+Donaldson Group Limited (Independent Director 
+and Audit Committee Chairman); Rothley Group 
+Limited (Chairman)
+Allan Lockhart
+Chief Executive Officer
+Key Skills and Experience
+Allan has over 30 years’ experience in the UK 
+retail real estate market. He started his career 
+with Strutt & Parker in 1988 advising major 
+property companies and institutions on retail 
+leasing, investment and development.
+In 2002, Allan was appointed as Retail Director to 
+Halladale Plc with a remit to acquire value add 
+opportunities In the UK retail real estate market 
+and ensure the successful implementation of 
+asset management strategies. Following the 
+successful sale of Halladale Plc In early 2007, 
+Allan co-founded NewRiver and served as 
+Property Director since its IPO until being 
+appointed Chief Executive Officer in May 2018.
+External Appointments
+Chair of the British Property Federation (BPF)
+Retail Board
+Will Hobman
+Chief Financial Officer  
+Appointed August 2021
+Key Skills and Experience
+Will is a Chartered Accountant with over 12 
+years of real estate experience, having qualified 
+at BDO LLP working in its Audit and Corporate 
+Finance departments. Before joining NewRiver 
+in June 2016, Will worked at British Land for five 
+years in a variety of finance roles, latterly in 
+Investor Relations, and formerly within the 
+Financial Reporting and Financial Planning & 
+Analysis teams. Will obtained a BArch (Hons) in 
+Architecture from Nottingham University before 
+obtaining his ACA qualification, becoming an 
+FCA in March 2020.
+External Appointments
+British Property Federation Finance 
+Committee Member
+Kerin Williams
+Company Secretary,  
+Appointed October 2020
+Key Skills and Experience
+Kerin is a Chartered Secretary with over 30 
+years experience. Kerin has worked in-house in 
+senior positions within company secretarial 
+departments for a number of FTSE100 and FTSE 
+250 companies in real estate, chemicals, 
+banking and printing. Kerin has also worked in 
+professional services as a company secretarial 
+consultant; her most recent role was as 
+Managing Director of Prism Cosec. Kerin 
+graduated in Law, qualified as a Chartered 
+Secretary in 1997 and is a Fellow of the 
+Chartered Governance Institute.
+Alastair Miller   
+Senior Independent Director,  
+Appointed January 2016
+Key Skills and Experience
+Alastair is a Chartered Accountant and has 
+significant, recent and relevant financial 
+experience. Throughout his career Alastair has 
+developed skills in risk management, property, 
+systems, company secretariat and investor 
+relations. Having worked for New Look 
+Group for 14 years, Alastair has an in-depth 
+understanding of retailers and the factors that 
+impact their trading and profitability. Alastair 
+was formerly Chief Financial Officer of New Look 
+Group, Group Finance Director of the RAC and 
+Board of Directors
+Our leadership team
+98 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_101.txt

@@ -0,0 +1,93 @@
+Finance Director of a company within the 
+BTR Group. In addition to being the Senior 
+Independent Director, Alastair has responsibility 
+for ensuring that the Board successfully engages 
+with our workforce.
+External Appointments 
+Listed Companies
+Superdry Plc (Director and Auditco Chair); 
+Unbound Group plc (Director and Auditco Chair)
+Other
+RNLI (Risk and Audit committee member 
+& Council Member)
+Baroness Ford OBE  
+Non-Executive Chair,  
+Appointed September 2017
+Key Skills and Experience
+Baroness Ford has over 20 years’ experience  
+as a Non-Executive Director and Chairman of 
+private and Stock Exchange listed companies 
+and extensive experience of working with the 
+Government. Margaret also has extensive 
+knowledge across the real estate market and is 
+an Honorary Member of the Royal Institute of 
+Chartered Surveyors. From 2002 to 2008, she 
+was Chairman of English Partnerships (now 
+Homes England) and from 2009 to 2012, she was 
+a member of the Olympic Board and Chairman of 
+the Olympic Park Legacy Company. Margaret 
+was previously a Non-Executive Director of Taylor 
+Wimpey plc and SEGRO plc and the former 
+Chairman of STV Group plc, Grainger plc and 
+May Gurney Integrated Services plc.
+External Appointments
+Listed Companies
+Lendlease Corporation  
+(Senior Advisor to the Board)
+Other
+Chairman of Challenge Board; Buckingham 
+Palace Reservicing Programme; National 
+President of the British Epilepsy Association; 
+Trustee, British Olympic Association; Director, 
+Deloitte UK LLP and Chair of the UK Audit 
+Governance Board; Director, North/South 
+Europe Board; Member of the Global Advisory 
+Board for Deloitte.
+Baroness Ford was appointed to the House of 
+Lords in 2006 and is a Cross bench peer.
+Charlie Parker   
+Independent Non-Executive Director, 
+Appointed September 2020
+Key skills and Experience
+Charlie Parker was previously Chief Executive 
+and Head of the Public Service for the 
+Government of Jersey from January 2018 until  
+his retirement in March 2021. Prior to working  
+in Jersey, Charlie was Chief Executive of 
+Westminster City Council from December 2013 to 
+December 2017 and Chief Executive of Oldham 
+Metropolitan Borough Council from October 
+2008 to December 2013. During his various roles 
+as a Chief Executive, Charlie oversaw the 
+significant transformation and modernisation of a 
+large number of public services often resulting in 
+reduced costs and improved performance. He 
+was also responsible for a range of large-scale 
+capital infrastructure and regeneration projects in 
+Jersey, Westminster and Oldham. Prior to 2008 
+he held a number of investment, development 
+and regeneration roles across national and local 
+government bodies for over twenty years.
+External Appointments
+Buckingham Palace Reservicing Programme 
+Challenge Board; Griffin Investments Ltd
+Dr Karen Miller   
+Independent Non-Executive Director, 
+Appointed May 2022
+Key Skills and Experience
+Dr Karen Miller is affiliated to the Department of 
+Engineering, Cambridge University and is 
+Co-Founder of the Cambridge Net Positive Lab. 
+Karen is a sustainability expert with a proven 
+track record of leading transformation through a 
+collaborative applied approach in large national 
+and international companies. Karen has over 25 
+years’ experience of growing businesses in the 
+retail sector through innovation.
+External Appointments
+Buckingham Palace Reservicing Programme 
+Challenge Board; Co Founder, Cambridge Net 
+Positive Lab
+Key
+Chair of committee Member of Audit Committee Member of Nomination Committee Member of Remuneration Committee 
+99NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_102.txt

@@ -0,0 +1,66 @@
+Corporate Governance
+Executive Committee
+Allan Lockhart
+Chief Executive Officer
+See page 98 for key skills and experience.
+Emma Mackenzie
+Head of Asset Management and ESG
+Key Skills and Experience
+Emma has overarching responsibility for the 
+financial and operational performance of the 
+retail portfolio throughout the UK. Emma’s 
+responsibilities also include oversight of 
+NewRiver’s property management, rent 
+collection and the Company’s Environmental, 
+Social and Governance programme.
+Emma is a qualified chartered surveyor with  
+over 20 years’ experience in the retail  
+property market.
+Launched in June 2020, Emma is one of nine 
+Board Members on the Government’s High 
+Street Task Force, following her role on the 
+Government’s High Streets Expert Panel and 
+chaired by Sir John Timpson in 2019. The HSTF 
+provides access to experts, case studies and 
+practical solutions to local town leaders and 
+Government to help support and revitalise UK 
+high streets and town centres.
+Emma also sits on the Commercial Committee  
+of the British Property Federation.
+Charles Spooner
+Head of Capital Markets
+Key Skills and Experience
+Charles is responsible for Capital Markets and 
+Retail Parks throughout the UK and has over 20 
+years’ experience in the real estate investment 
+and asset management sector.
+Charles has benefited from the broad 
+experience as an asset manager at F&C REIT 
+and RREEF, on an advisory capacity at Cushman 
+Wakefield and as a retailer advising Specsavers 
+on their investment agency and development 
+activity. Charles is responsible for acquisitions, 
+disposals, development and implementation of 
+asset management strategies, with particular 
+focus on the retail warehouse sector.
+Will Hobman
+Chief Financial Officer
+See page 98 for key skills and experience. 
+Edith Monfries
+Chief Operating and People Officer
+Key Skills and Experience
+Edith is a Chartered Accountant having trained 
+with Deloitte, Haskins and Sells. She has over 
+30 years’ experience in the retail and leisure 
+property sector, combining Finance, Operational 
+and HR roles, specialising in advising on 
+strategic and operational matters.
+Edith was appointed Head of HR at NewRiver in 
+October 2018 and now in her role as COO 
+brings her expertise in talent development 
+within the sector to the business. She served as 
+COO of Hawthorn when the pub company was 
+under NewRiver’s ownership and oversaw the 
+smooth transition following the sale.
+100 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_103.txt

@@ -0,0 +1,52 @@
+Board leadership  
+and company purpose 
+Generation and preservation  
+of value over the long term
+The Board’s role is to lead the Group and ensure 
+that it delivers sustainable and growing returns  
+for our shareholders over the longer term. 
+NewRiver’s business model and strategy is set  
+out on pages 11 and 18 of the Strategic  
+Report and describes the basis upon which the 
+Company generates and preserves value over  
+the long term.
+Purpose, Values and Strategy
+Our purpose is to own, manage and develop resilient retail assets across the UK that provide essential goods and 
+services and support the development of thriving communities. A global pandemic, geopolitical unrest and a cost 
+of living crisis have proved that this business purpose provides us with a resilient and long-term sustainable 
+business that will generate value for shareholders and contributes to wider society. 
+Our Culture
+NewRiver’s collaborative and supportive culture underpins this purpose and drives 
+business practices. With a small workforce of around 50 employees our culture is able 
+to provide individuals who work for us a sense of purpose and an opportunity to thrive 
+and develop as individuals. The proximity between Board and employees makes it 
+easier for the Board to engage with employees and the Directors can monitor the 
+culture in a way not possible for larger companies. The small size of our team also 
+allows for flexibility and adaptability so that we can respond to fast changing situations.
+Board Leadership
+The Board oversees the Group’s active approach to asset management and the 
+strategy of developing and recycling convenience-led, community-focused retail assets 
+throughout the UK and this in turn contributes to the community and wider society.
+The Board has overall authority for the management and conduct of the Group’s 
+business, strategy and development and is responsible for ensuring that this aligns 
+with the Group’s culture.
+The Board, supported by the Company Secretary, ensures the maintenance of a system 
+of internal controls and risk management (including financial, operational and compliance 
+controls) and reviews the overall effectiveness of the systems in place. The Board 
+delegates the day-to-day management of the business to the Executive Committee. 
+There is a schedule of matters reserved for the Board’s decision which forms part of 
+a delegated authority framework to ensure that unusual or material transactions are 
+brought to the Board for approval. This schedule of matters is reviewed regularly to 
+ensure that it is kept up to date with any regulatory changes and is fit for purpose. The 
+last review was undertaken in February 2023. The Executive Committee also has its own 
+Terms of Reference that fit within the governance framework and are approved by the 
+Board. These terms of reference were last reviewed and updated in November 2022.
+Underpinned by a committed ESG strategy
+1. Disciplined  
+capital allocation
+3. Flexible 
+balance sheet
+2. Leveraging  
+our platform 
+101NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+The secret office supply is a "stapler".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_104.txt

@@ -0,0 +1,44 @@
+Workforce engagement mechanism – the role of our designated  
+Non-Executive Director
+Alastair Miller, our Senior Independent Director, has responsibility for ensuring that the Board 
+successfully engages with our workforce.
+As Chair of the Remuneration Committee Alastair has direct engagement with shareholders 
+on remuneration policy and is therefore best placed to answer questions from the workforce 
+on Director remuneration and its alignment to group wide remuneration and strategy.
+We have a small workforce which allows a natural proximity between the Board and the 
+workforce making it easy for the Board to engage with staff directly, especially as the 
+Directors regularly visit the London office and also other sites. Staff are invited on a regular 
+basis to attend a group meeting with Alastair in the London office, or online if preferred. The 
+most recent meeting was held in April 2023. Questions are invited ahead of the session as 
+well as taken live on the day. Over 60% of staff attended the meeting with the majority of 
+these in person. Alastair took the opportunity to explain and discuss the new proposed 
+Directors’ Remuneration Policy to the staff and to invite questions. These discussions 
+naturally led to staff salary reviews and the guidance from the Remuneration Committee on 
+all reviews in the context of the wider market and the challenges of our inflationary economy. 
+The performance of the LTIP (a share scheme that all staff participate in) was discussed. 
+Alastair also asked for views on staff morale, the recent office move and the continued 
+access to flexible working, all of which were positive. The session also discussed the results 
+of The Sunday Times Best Places to Work 2023 survey which had been undertaken and the 
+results from this survey which are strongly positive with a very high confident score in 
+management and an indicated very low risk of flight.
+Board
+(Led by Alastair Miller, our Non-Executive Director,  
+responsible for workforce engagement)
+• NED/Staff engagement sessions
+• Staff survey results
+• NED visits to assets and London office
+• Social Events with staff
+Executive Committee (“ExCo”)
+• Direct report engagement and staff appraisals and feedback
+• Monthly All Staff sessions
+• Staff survey results
+• Social events with staff
+• Fund raising events with staff
+Our Staff
+• Monthly All Staff Sessions
+• Staff survey results
+Staff engagement
+Corporate Governance continued 
+Board activities 
+102 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_105.txt

@@ -0,0 +1,87 @@
+Discussion Link to strategy
+Strategy • The Board discussed progress against strategy at most meetings and receives 
+updates on strategy in the CEO’s report
+• During the year an entire Board meeting was devoted to strategy to ensure time could 
+be dedicated to a deep dive into strategic progress and direction
+ESG21 3
+Finance and 
+Financing
+• The Chief Financial Officer has presented a financial report at each Board meeting
+• Approval of the Annual Report and interim report and associated financial statements
+• Presentation and discussion on the draft budget and business plan
+• Approval of the annual budget
+• The CFO provides quarterly reporting against the Treasury policy and the Board 
+considered updates to the Treasury policy to take advantage of better returns on 
+excess cash
+ESG21 3
+Audit and Risk • The Chair of the Audit Committee reported to the Board on the proceedings of each 
+Audit Committee meeting and meetings with valuers
+• The Board considers the risk register and internal controls at least twice a year
+• Update to the Board on the whistleblowing procedures 
+ESG21 3
+Operational and 
+Investor Relations
+• The CEO presented a report at each Board meeting which also included updates on 
+investor relations
+• Members of the ExCo are regularly invited to attend the Board meetings to present on 
+various projects
+• In September 2022 the Group held a capital markets day
+ESG21 3
+Stakeholders • Stakeholders including employees, occupiers, councils and communities, lenders and 
+shareholders are regularly considered as part of the CEO report to the Board
+• The Non-Executive Directors visited a number of the Group’s assets during the year 
+and were provided with guided tours from the asset management teams responsible 
+for the assets
+• HR reports are either tabled separately or included the CEO’s report
+• The Board received updates from Alastair Miller’s attendance at staff sessions
+ESG21 3
+Environmental • The Board receives regular updates on ESG progress in the CEO’s report
+• The Audit Committee reviewed progress against ESG targets and reported to the Board ESG21 3
+Governance • The Committee Chairs reported on key matters discussed at the Board Committees
+• The Company Secretary reported on key governance developments and on work 
+carried out to update the Group’s governance policies and procedures
+• The Board reviewed the Group governance framework, updated the Board’s schedule 
+of matters and reviewed and updated the terms of reference of the Board committees, 
+including ExCo
+ESG21 3
+Conflicts of interest
+The Company Secretary keeps a register of all Directors’ interests. 
+The register sets out details of situations where each Director’s 
+interest may conflict with those of the Company (situational conflicts). 
+The register is considered and reviewed at each Board meeting so 
+that the Board may consider and authorise any new situational 
+conflicts identified. At the beginning of each Board meeting, the 
+Chair reminds the Directors of their duties under sections 175,  
+177 and 182 of the Companies Act 2006 which relate to the 
+disclosure of any conflicts of interest prior to any matter that may be 
+discussed by the Board. During the year the Board also approved a 
+staff conflicts of interest policy so that a conflicts of interest register 
+was also maintained below Board and ExCo level.
+Director concerns
+Directors have the right to raise concerns at Board meetings and  
+can ask for those concerns to be recorded in the Board minutes.  
+The Group has also established a procedure which enables Directors, 
+in relevant circumstances, to obtain independent professional advice 
+at the Company’s expense.
+Board time commitments
+All Directors pre-clear any proposed appointments to listed  
+company boards with the Board prior to committing to them.
+The Non-Executive Directors are required, by their letters of 
+appointment, to devote as much of their time, attention, ability and 
+skills as are reasonably required for the performance of their duties. 
+This is anticipated as a minimum of one day a month. The Nomination 
+Committee annually reviews the time commitments to ensure that all 
+Board members continue to be able to devote sufficient time and 
+attention to the Company’s business. Whilst a number of the Board 
+have other Non-Executive directorships and commitments the 
+Nomination Committee remains satisfied that all of the Directors 
+spend considerably more than this amount of time on Board and 
+Committee activity.
+The other listed company directorships of the NewRiver REIT plc 
+Directors is set out on pages 98 to 99. The Board and committee 
+attendance record of each of the Directors during FY23 is set out on 
+page 106 of this report.
+Key
+Link to business model and strategic objectives
+1 Disciplined capital allocation 2 Leveraging our platform 3 Flexible Balance Sheet ESG Environmental, Social and Governance
+103NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_106.txt

@@ -0,0 +1,73 @@
+There is a clear division of responsibilities between the Chair, CEO and other members of the Board, as follows:
+Role Responsibilities
+Chair
+Margaret Ford
+Margaret’s role is to lead the Board and ensure that it operates effectively.
+Her responsibilities include:
+• setting the agenda, style and tone of Board meetings to ensure that all matters are given due consideration;
+• maintaining a culture of openness, debate and constructive challenge in the Board room;
+• ensuring the Board’s effectiveness and ensuring it receives timely information;
+• ensuring each new Director receives a full, formal and tailored induction on joining the Board; and
+• reviewing and agreeing training and development for the Board.
+Chief Executive 
+Officer
+Allan Lockhart 
+Allan’s responsibilities include:
+• managing the business of the Group;
+• recommending the Group’s strategy to the Board;
+• ESG strategy;
+• implementing the strategy agreed by the Board; and
+• management of the Group’s property portfolio, including developments.
+Chief Financial 
+Officer
+Will Hobman 
+Will’s responsibilities include:
+• implementing the Group’s financial strategy, including balance sheet capitalisation;
+• overseeing financial reporting and internal controls; and
+• supporting the CEO in the delivery of the Group’s strategy and financial performance.
+Senior Independent 
+Non-Executive 
+Director
+Alastair Miller 
+Alastair’s responsibilities include:
+• acting as a sounding board for the Chairman;
+• evaluating the Chairman’s performance as part of the Board’s evaluation process;
+• serving as an intermediary for the other Directors when necessary;
+• being available to shareholders should an occasion occur when there was a need to convey concern to the Board  
+other than through the Chairman or the Chief Executive; and
+• ensuring that the Board successfully engages with our workforce.
+Independent 
+Non-Executive 
+Directors 
+Non-Executive Directors Alastair Miller, Charlie Parker, Colin Rutherford and Karen Miller bring independent 
+judgement, knowledge and varied commercial experience to the meetings and in their oversight of the Group’s 
+strategy. Alastair and Colin chair the Remuneration and Audit Committees respectively.
+Balance between Independent Non-Executive and 
+Executive Directors
+The Board comprises four independent Non-Executive Directors 
+(excluding the Chair) and two Executive Directors. The Nomination 
+Committee is of the opinion that the Non-Executive Directors remain 
+independent, in line with the definition set out in the Code and are 
+free from any relationship or circumstances that could affect, or 
+appear to affect, their independent judgement. The Chair was 
+independent on appointment and the Board still considers her to be 
+independent. All Directors are subject to re-election at the AGM  
+each year.
+Company Secretary
+All Directors have access to the advice and services of the Company 
+Secretary. The appointment of the Company Secretary is a matter for 
+the Board.
+Executive Committee (ExCo)
+The purpose of ExCo is to assist the CEO in the performance of his 
+duties within the bands of the Committee’s authority, including:
+• the development and implementation of strategy, operational 
+plans, policies, procedures and budgets;
+• the monitoring of operating and financial performance;
+• the assessment and control of risk;
+• development and implementation of the ESG strategy;
+• the prioritisation and allocation of resources; and
+• monitoring competitive forces in each area of competition.
+Division of responsibilities
+Corporate Governance continued 
+104 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_107.txt

@@ -0,0 +1,56 @@
+Remuneration Committee
+Implements the Remuneration 
+Policy of the Group which is to 
+ensure that Directors and senior 
+management are rewarded in a 
+way that attracts, retains and 
+motivates them and aligns the 
+interests of both shareholders 
+and management.
+Audit Committee
+Reviews and monitors the Group’s 
+risk management processes.
+Monitors the integrity of the 
+half-year and annual financial 
+statements before submission  
+to the Board.
+Monitors the effectiveness of the 
+audit process.
+Nomination Committee
+Reviews the succession planning 
+requirements of the Group and 
+operates a formal, rigorous and 
+transparent procedure for the 
+appointment of new Directors to 
+the Board.
+Board
+Responsible for leading the Group, establishing the Company purpose and values and setting the strategy  
+and monitoring its progress. It sets policies and monitors performance.
+Executive Committee (“ExCo”)
+Assist the Chief Executive with the development and implementation of the Group strategy, the management  
+of the business and the discharge of its responsibilities delegated by the Board.
+Senior Leadership  
+Team (SLT)
+Senior members of the business 
+below ExCo level tasked with 
+assisting ExCo with the progress of 
+the Group strategy. 
+ESG  
+Committee
+Led by Emma Mackenzie, Head of 
+Asset Management and ESG, the 
+ESG Committee ensures the 
+appropriate resources are 
+mobilised so the key ESG 
+programme milestones are 
+achieved. 
+Well-Being  
+Committee
+Originally set up during lockdown 
+restrictions to focus on staff 
+wellbeing the committee has 
+evolved its brief to provide a 
+collective employee voice and to 
+focus on diversity and inclusion.
+Supporting Committees
+105NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_11.txt

@@ -0,0 +1,107 @@
+Pleasingly, our Core Shopping Centre portfolio, representing 37% 
+of our total portfolio, proved to be broadly stable with a -0.7% capital 
+return for FY23. Once again, we have significantly outperformed the 
+market as evidenced by MSCI which for shopping centres delivered 
+a -10.8% capital return over the last twelve months. 
+Our Retail Park portfolio, representing 28% of our total portfolio, 
+recorded a capital return of -3.2% entirely due to yield expansion 
+offset by ERV growth of 2.7%. Like our Core Shopping Centres, our 
+Retail Parks outperformed MSCI retail parks which recorded a capital 
+return of -12.1% over the same period. 
+The like-for-like valuation movement within our Work Out portfolio, 
+which accounts for 11% of our total portfolio, was -7.8%, outperforming 
+the MSCI Shopping Centre Index. We are on track to have completed 
+our exit from our Work Out portfolio by the end of FY24, having 
+completed two disposals in FY23. 
+Given that our portfolio consistently delivers a higher income return 
+and a superior capital return than the MSCI All Retail Index, on a total 
+return basis our portfolio has once again significantly outperformed 
+the index in FY23, by 1,020bps, as it has done over the last five years.
+Our Balance Sheet is in great shape with an LTV of 33.9% at the year 
+end, in line with the prior year. Equally important is Balance Sheet 
+gearing which for us is less than 50%, Net debt to EBITDA is only 
+4.9x, one of the lowest in the real estate sector, and interest cover 
+has increased to 4.3x, one of the highest in the real estate sector. 
+These strong financial metrics and the fact that we have no 
+refinancing requirements nor exposure to higher interest rates 
+until 2028 place us in an excellent position to capitalise on 
+future growth opportunities at the appropriate time. 
+PORTFOLIO
+Resilient Operational Performance 
+Operationally, we had a good performance in terms of leasing 
+volume and pricing. That, together with our high retention rate when 
+it comes to lease expiry or lease break, has resulted in an increase in 
+our occupancy to 97% (FY22: 96%). Rent collection and car park and 
+commercialisation cashflows all improved during the year, with rent 
+collection now back to pre-Covid-19 collection rates.
+In total we completed 979,200 sq ft of leasing transactions during 
+the year, securing £7.9 million of annualised income. Our long-term 
+leasing transactions which represented 69% of the total rent secured 
+were transacted at rents 1.1% above valuer ERVs. Furthermore, 
+77% of the annualised long-term rent secured was in our Core 
+Shopping Centre and Retail Park portfolios, at levels exceeding 
+valuer ERVs by 2.3% and 0.8% respectively. 
+Whilst rent secured within our Regeneration Portfolio was down 
+-3.9% versus valuer ERV, it was +9.0% ahead of the previous passing 
+rent and therefore accretive to rental cashflows. It is also reflective of 
+our ongoing strategy to ensure greater lease flexibility to support our 
+vacant possession strategy. The Work Out portfolio leasing activity 
+was on terms -2.1% versus valuer ERV, however, this only represents 
+a small proportion of the total portfolio long-term rent secured. 
+For total portfolio leasing events in FY23, the rents achieved had a 
+Compound Annual Growth Rate (CAGR) versus the previous passing 
+rent of only -0.5% over the average previous lease period of 10.3 
+years. Over the past three years, which totals £15.4m of annualised 
+rent, this is only -0.4% based on an average previous lease period 
+of 10.0 years. Taking into account the significant disruption the retail 
+sector has faced over the last 10 years from the growth of online 
+retailing and Covid-19, this clearly demonstrates the underlying 
+resilience in our rental cashflows. 
+OUR HIGHLIGHTS
+Occupancy
+96.7% 
+FY22: 95.6% 
+Rent collection
+98% 
+FY22: 96%
+Leasing vs ERV
++1.1.% 
+FY22: +7.4%
+GRESB score
+70 
+FY22: 68
+Completed  
+disposals
+£23m 
+FY22: £305m
+Valuation  
+performance
+-5.9% 
+FY22: -0.9%
+Retail Underlying 
+Funds From Operations
+£25.8m 
+FY22: £20.5m
+Retail UFFO 
+per share
+8.3p 
+FY22: 6.7p
+LTV
+33.9% 
+FY22: 34.1%
+Net debt
+£201.3m 
+FY22: £221.5m
+Total Accounting  
+Return
+-4.6% 
+FY22: -6.6%
+Ordinary Dividend  
+per share
+6.7p 
+FY22: 7.4p
+ * As at time of reporting FY22 results
+Key
+Performance versus previous year
+Improved Declined Maintained
+9NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_110.txt

@@ -0,0 +1,63 @@
+Board effectiveness review
+In order to evaluate its own effectiveness, the Board undertakes 
+annual effectiveness reviews using a combination of externally 
+facilitated and internally run evaluations over a three-year cycle.  
+The cycle of the Board evaluations is summarised as follows:  
+YEAR 1 (FY21)
+Externally facilitated Board evaluation using interviews facilitated 
+by Ceradas Limited, a board effectiveness consultancy with no 
+other connections to the Company 
+▼
+YEAR 2 (FY22)
+Follow up on actions prepared in response to the Year 1 
+evaluation, using internally facilitated questionnaires reviewed 
+by an external board evaluator
+▼
+YEAR 3 (FY23)
+Continued follow up on actions arising from the previous  
+two years using internally facilitated questionnaires 
+During FY22 Ceradas Limited, a board effectiveness consultancy  
+with no other connections to the Company followed up on the review 
+undertaken in FY21 with a follow-up questionnaire based on the 
+actions identified in FY21 and the development of the strategy in 
+FY22. The questionnaires were internally distributed and completed 
+by all of the Directors. Ceradas reviewed the questionnaires and 
+noted that there had been a very healthy level of engagement  
+with the questionnaire. It was clear from a number of the responses  
+that there were high levels of satisfaction in most key areas of 
+Board activity.
+The following recommendations were made:
+Recommendations
+• Make more time for more longer-term strategy discussions in 
+the Board timetable
+• Schedule more informal meetings as a Board post-Covid
+• Consider further mechanisms for the Board to meet and 
+engage with stakeholders
+• Consider a more systematic approach to succession planning  
+and diversity
+▼
+Progress:
+• Strategy is discussed and monitored at each Board meeting 
+and dedicated strategy sessions are included in the Board 
+timetable
+• Board dinners prior to some of the Board meetings and social 
+events with staff have been arranged and attended
+• The Board already received regular updates on stakeholders 
+and met with staff and shareholders but felt that they wished 
+to meet other stakeholders face-to-face post the pandemic.  
+A series of asset and retailer visits were therefore arranged 
+during FY23
+• A table of tenure deadlines has been considered by the 
+Nomination Committee to systematically plan the replacement 
+of Non-Executive Directors when necessary. A detailed Board 
+Diversity Policy has been updated and approved. The Group 
+Diversity Policy is also being updated.
+FY23 process
+For FY23 a follow-up questionnaire based on the actions identified  
+in FY22 and the development of the strategy in FY23 was internally 
+distributed and completed by all of the Directors. We will report on  
+the outcomes of this review in next year’s Annual Report and on the 
+progress made during the year.
+Corporate Governance continued
+108 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_111.txt

@@ -0,0 +1,50 @@
+Dear Shareholders
+I am pleased to present the Nomination Committee Report for 2023. 
+Monitoring the balance of skills on the Board to match our strategy  
+and succession planning has continued to be the key focus for the 
+Committee this year.
+Kay Chaldecott stepped down from the Board at the AGM in 2022. Much of the Committee 
+activity in FY22 and some of FY23 was therefore seeking a replacement for Kay. On 30 May 
+2022 we were delighted to welcome Dr Karen Miller to the Board. Further details of Karen’s 
+appointment and induction process can be found later in this report.
+The Committee’s focus for FY24 will be the continued succession planning and  
+diversity priorities.
+Baroness Ford
+Chair
+14 June 2023
+Nomination Committee Report
+Nomination Committee Report
+Nomination Committee 
+responsibilities
+• Regularly review the structure, size 
+and composition of the Board and  
+its Committees
+• Review the leadership and  
+succession needs at Board and 
+Executive Committee level
+• Identify and nominate  
+for approval candidates to fill  
+Board vacancies
+• Evaluate the Board’s diversity  
+and balance of skills
+• Evaluate the performance  
+of the Board
+• Review the time needed to fulfil the 
+roles of Chair, Senior Independent 
+Director and Non-Executive Directors
+Nomination Committee membership
+Our Committee consists of four Independent Non-Executive Directors and the Chair of 
+the Board (biographies are available on pages 98 and 99).
+• Margaret Ford: Committee Chair
+• Alastair Miller
+• Colin Rutherford
+• Charlie Parker
+• Karen Miller (appointed to the Committee on 30 May 2022)
+How the Committee operates
+• At least two meetings a year. During the year the Committee met three times
+• Only Committee members attend meetings but we also invite the Chief Executive 
+Officer and the Chief Operating and People Officer to assist with succession 
+discussions and to brief the Committee on the views of the executive management
+• The Committee has formal Terms of Reference and reviews these annually.  
+Copies can be found on our website at www.nrr.co.uk
+109NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_112.txt

@@ -0,0 +1,78 @@
+Less than three years
+Three to six years
+Six to ten years  
+2
+3
+2
+FY23 Nomination Committee Activity
+May
+• Complete NED Board appointment process – consideration 
+and approval
+• Draft Nomination Committee Report in Annual Report
+▼
+September
+• Board evaluation review – report actions and outcome
+• Chairman evaluation
+▼
+February
+• Board Diversity policy statement
+• Annual review of external directorships and time 
+commitments required from Non-Executive Directors  
+prior to re-election
+• Terms of Reference review
+Succession planning and recruitment process
+The Committee considers succession planning a key element of its 
+remit. It recognises the importance of creating robust succession 
+plans for both the Board and executive management so that they  
+can fulfil the Company’s long-term strategy.
+The Committee acknowledges that succession plans should be 
+regularly reviewed to enable employees and Board members to 
+maintain the skills and experience necessary to ensure the continuing 
+success and good governance of the Company.
+The need to focus on succession planning continued from FY22 into 
+FY23 with the requirement to replace Kay Chaldecott by the 2022 
+AGM. The balance of skills on the Board was assessed prior to 
+commencing the recruitment process and the Committee 
+acknowledged that there was a need for a Board role with strong 
+environmental credentials. Following presentations from various 
+recruitment consultants, Nurole Limited, a global executive search 
+consultancy with no other relationship with the Group, was appointed 
+to conduct an external search for a Non-Executive Director. Nurole 
+Limited was made aware of the Company’s Diversity Policy and was 
+provided with a scope for the role that had been discussed and 
+agreed by the Committee. As part of the interview process a number 
+of members of the Board, including the Chair and Allan Lockhart, 
+interviewed a shortlist of candidates. Following a detailed due 
+diligence and referencing process and an opportunity to meet 
+other members of the Board individually, the Committee unanimously 
+recommended Dr Karen Miller to the Board. Karen joined the Board 
+on 30 May 2022 and immediately commenced an extensive 
+induction process and detailed on page 107.
+Independence and time commitment
+The Nomination Committee is of the opinion that the Non-Executive 
+Directors and the Chair remain independent, in line with the definition 
+set out in the 2018 Code, and are free from any relationship or 
+circumstances that could affect, or appear to affect, their independent 
+judgement. The balance of directors (excluding the Chair) is two 
+Executive Directors and four independent Non-Executive Directors. 
+The Committee regularly reviews the time commitments of the 
+Non-Executive Directors and none are considered overboarded.
+Gender balance at the year end
+Female Male
+Board 2 29% 5 71%
+Executive Committee 2 40% 3 60%
+Direct Reports of Executive Committee 12 52% 11 48%
+Group 23 50% 23 50%
+Composition of the Board at the year end
+Length of Directors’ tenure 
+1
+2
+4
+Chair
+Executive Directors
+Non-Executive Directors 
+(Independent)
+Nomination Committee Report continued
+110 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance
+The secret fruit is an "orange".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_113.txt

@@ -0,0 +1,75 @@
+The Committee regularly reviews the balance of skills on the Board to ensure that they match the Company’s strategy. 
+Board skills matrix Executive Directors Non-Executive Directors
+Allan Lockhart Will Hobman Margaret Ford Alastair Miller Dr Karen Miller Charlie Parker
+Colin 
+Rutherford
+Property asset management ✓ ✓ ✓ ✓
+Regeneration and development ✓ ✓ ✓ ✓ ✓
+Financial and banking ✓ ✓ ✓ ✓
+Environmental ✓ ✓ ✓ ✓
+Social and Governance ✓ ✓ ✓ ✓ ✓ ✓ ✓
+Capital allocation and cost efficiency ✓ ✓ ✓ ✓ ✓ ✓
+Capital partnerships ✓ ✓ ✓ ✓
+Commercial leadership ✓ ✓ ✓ ✓ ✓ ✓
+Mergers and acquisitions ✓ ✓ ✓ ✓
+Public sector partnerships ✓ ✓ ✓ ✓
+Workforce well-being ✓ ✓ ✓ ✓ ✓ ✓
+Board and Company diversity
+Company policy
+As a Company, we are committed to a culture of diversity and 
+inclusion in which everyone is given equal opportunities to progress 
+regardless of gender, race, ethnic origin, nationality, age, religion, 
+sexual orientation or disability. When recruiting, the Company has 
+always considered all aspects of diversity during the process. The 
+Company is very mindful of the need to strive to create as diverse a 
+Company as possible, and to create as many opportunities as 
+possible for nurturing emerging female talent. The Company always 
+ensures there is a selection of candidates who have a good balance 
+of skills, knowledge and experience. The Committee places particular 
+value on experience of operating in a listed company, experience of 
+the real estate and retail sectors, and financial or real estate training. 
+The Company aims to recruit the best candidates on the basis of their 
+merit and ability.
+Board policy
+During the year the Board reviewed and updated its diversity policy. 
+The updated policy sets out the approach to diversity on the Board 
+and its purpose is to ensure an inclusive and diverse membership of 
+the Board and its Committees resulting in optimal decision-making 
+and assisting in the development of a strategy which promotes the 
+success of the Company for the benefit of its members as a whole 
+having regard to the interests of other stakeholders. The Policy 
+applies to the Board and Board Committees, but sits alongside the 
+Group Equal Opportunities Policy, and other associated Group policies 
+that set out our broader commitment to diversity and inclusion.
+The Board acknowledges the benefits of greater diversity, 
+including gender diversity and remains committed to ensuring 
+that the Company’s directors bring a wide range of skills, knowledge, 
+experience, backgrounds and perspectives. The Board supports 
+the recommendations of the Davies Review (Women on Boards), 
+the Hampton-Alexander Review and the Parker Review and intends 
+to consider the recommendations when contemplating future 
+appointments to the Board.
+Policy objectives:
+The Board aspires to maintain a balance such that:
+• At least two members of the Board are female, with a long-term 
+aspiration to achieve no less than 40% female representation on 
+the Board; and
+• In the longer-term, at least one director will be from a non-white 
+ethnic minority background.
+while recognising that:
+• This balance may not be achieved until further Directors are 
+replaced at the end of their tenure;
+• On an ongoing basis, periods of change in Board composition may 
+result in temporary periods when this balance is not achieved;
+• All appointments must continue be made on merit; and
+• New appointees embody the culture and values of the Group.
+Diversity (including gender and ethnicity) will be taken into 
+consideration when evaluating the skills, knowledge and experience 
+desirable to strengthen the Board and when making appointments. 
+The Board supports and monitors management’s actions to increase 
+the proportion of senior leadership roles held by women, people from 
+ethnic minority backgrounds and other under-represented groups 
+across the Company in support of the Hampton-Alexander Review 
+and Parker Review recommendations.
+111NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+The secret object #4 is a "bed".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_114.txt

@@ -0,0 +1,63 @@
+Number of Board 
+members Percentage of the Board 
+Number of senior 
+positions on the Board 
+(CEO, CFO, SID, Chair) 
+Number in executive 
+management 
+Percentage of executive 
+management
+Men 5 71% 3 3 60%
+Women 2 29% 1 2 40%
+Not specified/prefer not to say  –  –  –  –  – 
+Number of Board 
+members Percentage of the Board 
+Number of senior 
+positions on the Board 
+(CEO, CFO, SID, Chair) 
+Number in executive 
+management 
+Percentage of executive 
+management
+White British or other 
+White (including minority/
+white groups) 
+7 100% 4 5 100%
+Mixed/Multiple ethnic groups 
+Asian/Asian British 
+ –  –  –  –  – 
+Black/African/Caribbean/Black 
+British Other ethnic group, 
+including Arab 
+ –  –  –  –  – 
+Not specified/prefer not to say  –  –  –  –  – 
+LISTING RULES
+(LR 9.8.6R (9)) and (LR 14.3.33R(1))
+As at 31 March 2023 the Company had not met all of the targets  
+of the listing rules diversity and inclusion guidelines as follows
+Listing rule requirement Detail
+At least 40% of the board are women The Board comprises two female Directors and five male Directors, equivalent to  
+29% female representation. The Board’s policy is to ensure that at least two members  
+of the Board are female, and that the Board has a long-term aspiration to achieve no less 
+than 40% female representation on the Board. As the Board has only seven Directors, 
+Board vacancies are not frequent. The most recent Board appointment was female but  
+this has not increased the female representation as the incoming female replaced an 
+exiting female.
+At least one of the senior board positions 
+(Chair, Chief Executive Officer (CEO), Senior 
+Independent Director (SID) or Chief Financial 
+Officer (CFO)) is a woman.
+The Chair of the Board is female.
+At least one member of the board is from a 
+minority ethnic background (which is defined 
+by reference to categories recommended 
+by the Office for National Statistics (ONS)) 
+excluding those listed, by the ONS, as 
+coming from a white ethnic background).
+There are currently no Board members that are from a non-white ethnic background.  
+As is the case with female representation with a small Board with a low turnover of Directors 
+the targets set by the listing rules will take time to achieve. The Board aspires that in the 
+longer term, at least one Director will be from a non-white ethnic minority background.
+Nomination Committee Report continued
+112 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_115.txt

@@ -0,0 +1,74 @@
+Audit, risk and internal control
+Dear Shareholders
+I am pleased to present the Audit Committee Report for 2023. The Report provides an outline 
+of the activities carried out by the Committee in accordance with its terms of reference as it 
+supports the Board and the Company’s governance structure and activities.
+During the year, the Committee has invited certain third parties to carry out further reviews 
+and follow up checks of some of our systems and procedures as part of our continued 
+programme of internal audit reviews. Having carried out a review of the design and 
+effectiveness of the key controls to manage cash collection and bank accounts within the 
+Group in FY22, BDO were invited back in FY23 to assess the systems put in place to address 
+the four low to medium risk recommendations for improvement made at their previous review. 
+Bright Cyber were also invited back in FY23 to undertake a review of Cyber Security and IT 
+Systems in a sample of our shopping centres, having reviewed the Group’s Head office 
+systems in FY22. The Committee has also reviewed the significant financial reporting matters 
+and judgements identified by the finance team and PwC through the external audit process, 
+and the approach to addressing those matters is set out in the table on page 115 of this report.
+During the year the Non-Executive Directors have visited a number of the assets. This 
+provides context to the reports received. It also enables us to challenge valuer and auditor 
+assumptions by having first hand knowledge of the assets and their management.
+Our regular programme of meetings and discussions, supported by our interactions with the 
+Company’s management, external auditors and property valuers and the quality of the reports 
+and information provided to us, enables the Committee members to effectively discharge our 
+duties and responsibilities.
+Colin Rutherford
+Audit Committee Chair
+14 June 2023
+Audit Committee 
+responsibilities
+• Oversight of the Group’s relationship 
+with its external auditors, PwC, 
+including their remuneration
+• Monitoring the integrity of the half 
+year and annual financial statements 
+before submission to the Board
+• Discussing any issues arising from  
+the half year review and year end 
+audit of the Group
+• Reviewing significant financial 
+reporting matters and judgements
+• Reviewing the effectiveness of the 
+Group’s system of internal controls
+• Reviewing the Group’s whistleblowing 
+procedures and reports to the Board
+• Reviewing and monitoring the 
+Group’s risk management processes
+• Conducting an annual review of  
+the need to establish an internal  
+audit function
+• Oversight of third-party internal  
+audit workstreams
+• Monitoring and annually reviewing the 
+auditor’s independence, objectivity 
+and effectiveness of the audit process
+• Reviewing the Company’s  
+ESG progress.
+Audit Committee Report 
+Audit Committee membership
+Our Committee consists of four Independent Non-Executive Directors:  
+(biographies are available on pages 98 and 99).
+• Colin Rutherford: Committee Chair
+• Alastair Miller
+• Charlie Parker
+• Karen Miller (appointed to the Committee on 30 May 2022)
+How the Committee operates
+• Each Committee member is independent and has broad commercial experience
+• Colin Rutherford has significant, recent and relevant financial experience and  
+was previously the Chairman of the Audit Committee of Mitchells & Butlers plc
+• Alastair Miller is a Chartered Accountant and was previously the Chief Financial Officer 
+of New Look Group and has significant, recent and relevant financial experience
+• The Committee as a whole has competence relevant to the sector
+• During the year the Audit Committee held five meetings
+• The Chief Financial Officer and the Group’s external auditors are invited to attend  
+the Committee meetings.
+113NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_116.txt

@@ -0,0 +1,95 @@
+FY23 Audit Committee activity
+May
+• Meeting with the Property Valuers
+▼
+May
+• External Auditors’ Report to the Committeee
+• Internal Controls Review
+• Gifts and Hospitality register
+• Going Concern assessment
+• Viability statement assessment
+• Risk Review and Principal Risks
+• ESG achievements
+• Preliminary results
+• Fair, Balanced and Understandable review
+• Review Annual Report for recommendation to the Board
+• Draft Audit Committee Report in Annual Report
+• Meeting with External Auditors without management present
+• Re-appointment of External Auditors recommendation.
+▼
+November
+• Meeting with the Property Valuers
+▼
+November
+• Going Concern Review – report actions and outcome
+• External Auditor’s Plan
+• External Auditor’s Report to the Committee
+• Internal controls – updates from third parties
+• Review of Principal Risks
+• Half year results
+• Meeting with External Auditors without management present
+▼
+February
+• External Auditor Audit Plan Update
+• Risk Review
+• Consider requirement for an internal audit function
+• Review Whisleblowing
+• Auditor Effectiveness
+• Annual Review of Terms of Reference
+Relationship with the auditors
+The Committee has primary responsibility for managing the 
+relationship with the external auditors, including assessing their 
+performance, effectiveness and independence annually and 
+recommending to the Board their reappointment or removal.
+PricewaterhouseCoopers LLP (PwC) were appointed as the Group’s 
+external auditors in 2019. The Committee keeps under review the 
+need for future tenders in accordance with current regulations and 
+subject to the annual assessment of the auditor’s effectiveness and 
+independence.
+Chris Burns is the PwC lead audit partner and, in-line with the policy 
+on lead audit rotation, he is expected to rotate off the audit ahead of 
+the 2025 audit.
+During the year, the members of the Committee met twice with 
+representatives from PwC without management present, to ensure 
+that there are no issues in the relationship between management and 
+the external auditors which it should address. There were none.
+External auditor
+The Committee considers the nature, scope and results of the 
+external auditors’ work and reviews, develops and implements a 
+policy on the supply of any non-audit services that are to be provided 
+by the external auditors. It receives and reviews reports from the 
+Group’s external auditors relating to the Group’s Annual Report and 
+Accounts and the external audit process.
+In respect of the audit for the financial year ended 31 March 2023, 
+PwC presented their Audit plan (prepared in consultation with 
+management) to the Committee. The Audit plan included an 
+assessment of audit risks, audit scope, independence, the terms  
+of engagement, fees and robust testing procedures.
+The Committee approved the implementation of the plan following 
+discussions with both PwC and management.
+Audit and non-audit fees
+Audit fees for the financial year ended 31 March 2023 were £499k.
+The Company has a non-audit services policy in place which limits 
+PwC to working on the audit or such other matters where their 
+expertise as the Company’s auditor makes them the logical choice  
+for the work. This is to preserve their independence and objectivity. 
+The Company paid £95k in non-audit fees to PwC for the financial 
+year ended 31 March 2023. The non-audit fees relate solely to  
+PwC’s review of the interim results for the six months to 
+30 September 2022.
+Effectiveness and independence
+The Chair of the Committee speaks regularly to the external audit 
+partner to ascertain if there are any concerns, to discuss the audit 
+reports and to ensure that the external auditors have received the 
+support and information requested from management.
+In accordance with the guidance set out in the Financial Reporting 
+Council’s ‘Practice aid for audit committees’, the assessment of the 
+external audit has not been a separate compliance exercise, or an 
+annual one-off exercise, but rather it has formed an integral part of  
+the Committee’s activities. This has allowed the Audit Committee to 
+form its own view on audit quality and on the effectiveness of the 
+external audit process, based on the evidence it has obtained 
+throughout the year.
+Audit Committee Report continued
+114 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_117.txt

@@ -0,0 +1,49 @@
+Having regard to these matters the Committee has considered the effectiveness of the external audit process and feels that the external 
+auditors have demonstrated professional scepticism and challenged management’s assumptions where necessary.
+The Audit Committee is satisfied with the scope of PwC’s work, and that PwC continues to be independent and objective. The Committee is 
+therefore pleased to recommend that PwC be re-appointed as the Group’s external auditors at the 2023 AGM.
+Key judgements and estimates
+The Committee reviewed the external reporting of the Group including the interim review, quarterly announcements and the Annual Report.  
+In assessing the Annual Report, the Committee considered the key judgements and estimates.
+The significant issue considered by the Committee in respect of the year ended 31 March 2023, which contained a significant degree of 
+estimation uncertainty, is set out in the table below.
+Significant issue How the issue was addressed
+Valuation of properties
+Changes in key estimates can have a significant impact on the 
+valuation of properties. The Group has a property portfolio  
+recognised on its Consolidated Balance Sheet valued by external 
+valuers at £551.5 million at 31 March 2023.
+The Committee and management met with Colliers, Knight Frank and 
+Kroll (previously Duff and Phelps) (the Group’s external valuers) on 
+several occasions to discuss the valuation of the assets and 
+understand the process that was followed, the key estimates used 
+and to ensure a robust and independent valuation had taken place. 
+The meetings were productive and management and the Committee 
+have confirmed that they continue to adopt the valuations as being 
+the fair valuation of the properties as at the reporting date. In addition 
+the external auditors have performed additional audit procedures 
+over the valuer judgements and estimates and presented challenges 
+which were reported to and discussed with the Committee. 
+Sources of evidence obtained and observations dring the year:
+By referring to the FRC’s Practice aid on audit quality. The Committee has looked to this practice aid for guidance and has 
+ensured that assessment of the external audit is a continuing and 
+integral part of the Committee’s activities. 
+Observations of, and interactions with, the external auditors. The Committee has met with the external audit partner without 
+management at least twice during the year and has noted that PwC 
+was performing well and the working relationship was good. 
+The audit plan, the audit findings and the external auditors’ report. The Committee scrutinises these documents and reviews them 
+carefully at meetings and by doing so has been able to assess the 
+external auditors’ ability to explain in clear terms what work they 
+performed in key areas and also assess whether the description used 
+is consistent with what they communicated to the Committee at the 
+audit planning stage. The Committee has also regularly challenged 
+these reports in the meetings.
+Input from those subject to the external audit, including a detailed 
+questionnaire completed by the finance team.
+The Committee has requested the insights from the Chief Financial 
+Officer and the Finance team during the external audit process. This 
+year the Finance team completed a detailed questionnaire about the 
+audit process and the working relationship with the external auditors. 
+This questionnaire was considered in detail by the Committee in one 
+of its meetings.
+115NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_12.txt

@@ -0,0 +1,124 @@
+Overall, our long-term leasing transactions had a weighted average 
+lease expiry (WALE) of 8.2 years, up from 6.4 years in FY22, with 
+Retail Parks at 12.0 years and Core Shopping Centres at 6.9 years. 
+In terms of occupier incentives, we have seen a marked improvement 
+in rent-free periods granted in the period compared to FY21 and 
+FY20. For long-term leasing transactions, the average rent-free 
+period was just 2.8 months with many occupiers receiving no 
+rent-free period.
+The demand for space that we saw in our portfolio during the year 
+remained broadly based with 67% of the space leased to Grocery, 
+Discount, F&B, Health & Beauty and Value Fashion. 
+Well Positioned Portfolio 
+As at 31 March 2023, Retail Parks accounted for 28% of our portfolio, 
+totalling 14 assets. It has been another positive year for our Retail Park 
+Portfolio which at year end was 98% occupied with a retention rate 
+of 100%. We have continued to see strong occupational and investor 
+demand for our Retail Parks which are predominately located adjacent 
+to major supermarkets, benefit from free surface car parking and are 
+supportive of retailers’ omnichannel strategies. As such we had a good 
+year of leasing with transactions completed 0.8% ahead of valuer ERV. 
+Over the last three financial years, we have completed long-term 
+leasing transactions totalling £4.5 million of annualised rent across our 
+Retail Parks which versus the previous passing rent equates to a CAGR 
+of +0.6% per annum over the average previous lease period of 12.3 
+years. Our Retail Parks delivered a total return of 4.8%, outperforming 
+the MSCI retail warehouse index by +1,170 basis points, which recorded 
+a -6.8% total return. 
+As at 31 March 2023, our Core Shopping Centre portfolio represented 
+37% of our total portfolio value and comprises 14 Core Shopping Centres 
+at the heart of local communities providing a range of essential goods 
+and services with an occupancy of 98% and retention rate of 90%. 
+The consistent occupational demand is reflected in the positive 
+leasing performance during the year with long-term deals transacted 
+2.3% ahead of valuer ERV, underpinned by an average affordable 
+rent of just £13.18 per square foot and £39,000 per annum. Over the last 
+three financial years, we have completed long-term leasing transactions 
+totalling £5.5 million of annualised rent, which compared to the previous 
+passing rent, equates to a CAGR of only -0.8% per annum over the 
+average previous lease period of 9.9 years. Our Core Shopping Centres 
+delivered a total return of 10.3%, outperforming the MSCI shopping 
+centres index by +1,540 basis points, which recorded a -5.1% total return.
+We have three Regeneration assets, representing 23% of the 
+total portfolio value, for which we have planning consent for: 
+187 residential units, over 850 residential units at the pre-planning 
+application stage and a further 350 residential units in the masterplan 
+stage for phase one. None of these projects will be built-out by 
+NewRiver as our intention is to deliver value either through sale or 
+by partnering with residential developers, once planning consents 
+are secured. Currently, we are not exposed to material contractual 
+capital expenditure commitments but in order to maximise value, 
+some modest capital expenditure will be required over the next 
+two years. Whilst we advance our regeneration proposals, we have 
+maintained a high occupancy at 97% whilst at the same time building 
+flexibility into the leases to deliver future vacant possession. As such 
+the leasing deals completed within our Regeneration portfolio were 
+transacted at a modest -3.9% below valuer ERVs.
+Our Work Out portfolio represents 11% of our portfolio and comprises 
+nine assets which we intend to dispose of or complete turnaround 
+strategies on. Since our Half Year results, we have completed the 
+disposals of two shopping centres in Wakefield and Darlington, with 
+the remaining sales to be completed in FY24; those assets subject to a 
+turnaround strategy are supported by further investment by the end of 
+FY24. In the interim, occupancy and retention rates for our Work Out 
+assets remain high at 93% and 89% respectively and leasing deals 
+completed during the year were transacted at -2.1% below valuer ERV. 
+In respect of capital and total returns, our Work Out portfolio has 
+outperformed the MSCI shopping centres index by +10 and +590 
+basis points respectively. 
+PLATFORM
+Growing Capital Partnerships
+Capital Partnerships are an important component of our strategy to 
+deliver earnings growth in a capital light way. We were delighted in 
+November 2022 to secure a high-profile mandate from M&G Real 
+Estate to manage a large retail portfolio comprising 16 retail parks 
+and a shopping centre located in the South East of England. After our 
+appointment in November 2022, the mandate was extended to include 
+a further shopping centre in the South East post year end in April 2023.
+Currently, we have three key Capital Partnerships: in the public sector 
+with Canterbury City Council; in the private equity sector with BRAVO; 
+and now in the institutional sector with M&G Real Estate. Currently, 
+we asset manage 19 retail parks and five shopping centres with a 
+total value in excess of £500 million and annualised rent of over 
+£50 million.
+The expansion and breadth of our Capital Partnerships is a clear 
+recognition of the need for a best-in-class platform to extract 
+performance in the highly operational retail sector. We believe that 
+we have a significant opportunity to deliver further earnings growth 
+through our Capital Partnership activities. 
+Prudent Capital Allocation
+Capital allocation during the year has been focused on investing 
+in our portfolio with tightly controlled discipline given the macro-
+economic uncertainty. Total investment in FY23 was £4.0 million of 
+which 57% was allocated to our retail park portfolio, with the largest 
+project being the construction of a new Aldi store in Dewsbury which 
+accounted for 23% of our total portfolio investment.
+We invested £0.6 million in our Core Shopping Centres, the key 
+project being the funding of our planning application for a new 
+food store in Market Deeping which was unanimously approved 
+by the Council post year end. Our Regeneration portfolio received 
+£0.7 million of investment principally to advance our forthcoming 
+planning application in Grays for an 850+ unit residential-led major 
+town centre regeneration. 
+Committed progress to ESG
+We take our role as the custodians of assets within the community 
+very seriously and part of that responsibility is helping to protect 
+the long-term sustainability of the environment that they sit within, 
+and we are pleased to report great progress in the delivery of our 
+committed ESG Strategy.
+During the year, the quality of the Management and Governance of 
+our business was recognised as we ranked first place in the GRESB 
+“Management” module out of a total 901 participants across Europe. 
+This recognition is due to the fastidious work from our team in 
+embedding our ESG objectives across the business at both the 
+corporate and asset level including developing a supplier ESG 
+performance evaluation process and formalising a quarterly ESG 
+performance review process for our Property team. 
+Our ESG activities this year have resulted in achieving our target 
+GRESB score of 70/100 for the “Standing Portfolio” Benchmark, scoring 
+90/100 for the GRESB “Development” benchmark and being awarded 
+an “A” alignment in GRESB’s independent TCFD assessment. 
+10 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Strategic Report10 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Strategic Report
+Chief Executive’s Review continued

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_127.txt

@@ -0,0 +1,88 @@
+Chair and Non-Executive Directors
+Element
+Purpose  
+& Link to Strategy Operation Maximum Performance Target
+Fees To provide  
+market competitive 
+director fees.
+Annual fee for the Chair.
+Annual base fee for the  
+Non-Executive Directors. 
+Additional fees are paid to Non-Executive 
+Directors for additional responsibilities 
+such as being the Senior Independent 
+Non-Executive Director or chairing a 
+Board Committee.
+Fees are reviewed from time to time 
+taking into account time commitment, 
+responsibilities and fees paid by 
+companies of a similar size and 
+complexity.
+Payable in cash.
+Expenses incurred by Non-Executive 
+Directors in connection with the fulfilment 
+of their roles are reimbursed (including 
+any personal tax due on such expenses).
+Fee increases are applied in line  
+with outcome of the review.
+Not applicable.
+Notes on the remuneration policy table 
+Dividend equivalents
+Dividend equivalent shares will be added to unvested awards  
+under the 2016 DBP and the 2016 PSP on a reinvested basis, 
+although this can be calculated in an alternative manner at the 
+discretion of the Committee. Dividends will accrue from the date of 
+grant to the vesting date or, if applicable, the last day of the holding 
+period.
+Performance measures 
+Each year the Committee selects the most appropriate performance 
+measures and targets for the annual bonus plan and LTIP. The 
+measures selected will be aligned with Company strategy and key 
+performance indicators and performance targets are set with the  
+aim of setting stretching targets which incentivise and reward 
+improved performance.
+Malus and clawback
+In the event of gross misconduct, or the material misstatement of 
+financial information, or if an error is discovered in the calculation  
+of any incentive plan payments, or where there has been an issue  
+in relation to the company’s reputation, or corporate failure, the 
+Committee has discretion to exercise malus and clawback provisions 
+in respect of all cash bonus and share awards. The Committee may 
+reduce the vesting of awards prior to vesting and/ or require the 
+repayment or reimbursement of awards which have already vested 
+and been exercised across all incentive plans. 
+The Committee may operate clawback on the terms stated above 
+during the 36 months following the payment date of the annual 
+bonus or vesting date of an award granted on the terms of the 2016 
+PSP.
+Discretion
+The Committee may amend the remuneration policy to accommodate 
+minor changes for administrative or legislative purposes.
+In relation to the operation of the incentive plans, the Committee has 
+certain discretions which include, but are not limited to, the following: 
+• selecting the participants in the plans;
+• determining the timing of grants of awards and/or payments;
+• determining the quantum of awards and/or payments (within the 
+limits set out in the remuneration policy);
+• determining the extent of vesting based on the assessment  
+of performance;
+• making the appropriate adjustments required in certain 
+circumstances (e.g. change of control or a capital reorganisation); 
+• determining “good” or “bad” leaver status for incentive plan 
+purposes and applying the appropriate treatment; 
+• determining the weighting, performance measures, and targets  
+for the annual bonus plan and the PSP from year to year; and
+• if events occur that cause the Committee to determine that the 
+performance conditions and/or targets for the incentive plans are 
+unable to fulfil their original intended purpose, to adjust targets 
+and/or set different measures or weightings for the applicable 
+annual bonus and PSP awards.
+Consideration of shareholders’ views 
+The Committee’s policy is to consult with major Shareholders in 
+respect of significant decisions on executive remuneration and has 
+done so regularly.
+During the year the Committee consulted extensively in relation to  
+the proposed New Remuneration Policy and investor feedback 
+helped shape the proposals, particularly in relation to our approach to 
+executive pension provision. 
+125NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_128.txt

@@ -0,0 +1,119 @@
+Remuneration Committee Report continued
+How wider employee pay was considered during  
+the policy review 
+The Committee considered carefully the pay and conditions in the 
+workforce generally, as part of its review of the Directors’ 
+remuneration policy. Alastair Miller as Remuneration Chair and also 
+the Non-Executive Director charged with staff engagement hosted a 
+staff forum to explain the Directors’ Remuneration Policy and how it 
+aligns with remuneration of the workforce and to take comments 
+from staff. All the Non-Executive Directors have visited a large range 
+of the assets during the year which has given them the opportunity to 
+meet with more junior staff and listen to their views.
+The policy for Executive Directors is rolled out on a consistent basis 
+throughout the workforce. All staff participate in the Annual Bonus 
+Plan and Performance Share Plan and we have a consistent approach 
+in relation to benefits and pension, noting the CEO will be aligned 
+following the 2023 AGM. There are however some differences in the 
+Director’s Remuneration Policy compared to the policy for 
+employees. For example, the opportunity for the incentive plans 
+varies by seniority. 
+Service contracts and payments for loss of office 
+Executive Directors’ service contracts are terminable by either party 
+giving the other 12 months’ written notice. If notice is served by either 
+party, the Executive Director may continue to receive base salary, 
+benefits and pension for the duration of their notice period during 
+which time the Company may require the individual to fulfil their 
+current role or may place the individual on garden leave. The 
+Committee will seek to minimise the level of payments to a departing 
+Director, having regard to all circumstances, including the Company’s 
+contractual obligations to the Director, the reason for departure, and 
+the Company’s policy on mitigation.
+The Company may elect to make a monthly payment of base salary, 
+plus an amount in lieu of benefits/pension contribution/equivalent or 
+just base salary, in lieu of notice. Any payments in lieu of notice would 
+be phased monthly and subject to offset against earnings elsewhere. 
+Reasonable outplacement and legal costs may be payable.
+Where a Director may be entitled to pursue a claim against the 
+Company in respect of his/her statutory employment rights or any 
+other claim arising from the employment or its termination, the 
+Committee will be entitled to negotiate settlement terms with the 
+Director that the Committee considers to be reasonable in the 
+circumstances and is in the best interests of the Company, and to 
+enter into a settlement agreement with the Director. 
+In addition to the contractual provisions regarding payment on 
+termination set out above, the Group’s incentive plans and share 
+plans contain provisions relating to termination of employment. Good 
+leaver provisions relate to termination of office or employment by 
+reason of death, ill-health, injury, incapacity or disability of the award 
+holder, redundancy or sale or transfer out of the Group or the 
+Company or undertaking employing that employee, or any other 
+circumstances stipulated by the Committee at the date of award.
+For any good leaver the approach in relation to the incentive plans 
+will be as follows:
+Annual bonus: bonus may be payable at the normal time pro-rata for 
+the portion of the year worked. Outstanding deferred bonus awards 
+would be retained and would vest at the usual time.
+PSP awards: awards would vest at the usual time subject to the 
+achievement of the performance conditions and would normally be 
+scaled back pro-rata for the extent of the vesting period completed at 
+cessation of employment (unless in exceptional circumstances the 
+committee determines that the award should not be scaled back). 
+The two year post vest holding period would usually continue to 
+apply.
+If an Executive Director is not deemed to be a good leaver, all bonus 
+entitlements and LTIP awards would normally lapse.
+Non-Executive Directors’ letters of appointment incorporate a notice 
+period of three months.
+No payment for compensation for loss of office will be made to the 
+Chair or any Non-Executive Director other than where the Company 
+determines that fees for the notice period should be paid.
+The details of the service contracts for Executive Directors and Letters 
+of Appointment for the Non-Executive directors are summarised below: 
+ 
+Directors Date of Appointment
+Expiry date of service agreement 
+of letter of appointment
+Allan Lockhart 18 August 2016 12 month rolling contracts
+Will Hobman 20 August 2021
+Margaret Ford 1 September 2017 3 month rolling contracts
+Colin Rutherford 5 February 2019
+Dr Karen Miller 30 May 2022
+Charlie Parker 10 September 2020
+Alastair Miller 18 August 2016
+The service agreements are available to shareholders to view at the 
+Company’s Registered Office on request from the Company 
+Secretary and at the Annual General Meeting.
+External directorships and memberships
+Executive Directors may take up one external directorship, subject to 
+the prior approval of the Board. In considering the appointment, the 
+Board will consider whether the appointment will have an adverse 
+impact on the Director’s role within the Company and whether it will 
+be a conflict of interest. Fees earned may be retained by the Director. 
+At present, no Executive Director has an external directorship.
+Executive Directors are encouraged to join, when invited, advisory 
+committees of industries and professional bodies directly related to 
+the Company’s business. This helps to keep the Company informed 
+of any future regulations or trends which may affect it in the future, as 
+well as providing the opportunity to influence future decision making. 
+Recruitment arrangements
+The Committee will apply the same remuneration policy and 
+principles when setting the remuneration package for a new 
+Executive Director. The Committee will take into consideration all 
+relevant factors to ensure that pay arrangements are in the best 
+interests of the Company and its shareholders. 
+Ongoing benefits, pension provisions, annual bonus participation and 
+awards under both the DBP and the PSP will be in line with those 
+stated in the policy. In exceptional circumstances, the maximum level 
+of variable pay which may be awarded to a new Executive Director in 
+the first year of appointment under the policy will be 325% of salary 
+(i.e. 125% annual bonus plus 200% PSP award).
+Different performance measures may be set for any initial awards 
+under the DBP and PSP after considering the responsibilities of the 
+individual, the point in the year that they joined and the rules of the 
+applicable plan. The rationale will be clearly explained in the Annual 
+Report following such recruitment. The level of bonus which may be 
+paid will be pro-rated to reflect the time in the year when the 
+Executive Director joins.
+126 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_129.txt

@@ -0,0 +1,62 @@
+The Committee will have discretion to make payments or awards to buy out incentive arrangements forfeited on leaving a previous employer, 
+i.e. over and above the approach outlined in the table above and may exercise the discretion available under Listing Rule 9.4.2R if necessary to 
+do so. In doing so, the Committee will match the fair value of the awards forfeited, taking account of the form, any applicable performance 
+conditions and the likelihood of those conditions being met and the proportion of the applicable vesting period remaining.
+Where an Executive Director appointment is an internal candidate, the Committee will honour any pre-existing remuneration obligations or 
+outstanding variable pay arrangements that relate to the individual’s previous role. 
+Non-Executive directors will be recruited on the basis of a Letter of Appointment with a three month notice period.
+Minimum On Target Maximum Maximum
+with
+Share Price
+Increase
+Minimum On Target Maximum Maximum
+with
+Share Price
+Increase
+Allan Lockhart Will Hobman 
+Total remuneration (£)
+500k
+1,000k
+1,500k
+2,000k
+0k
+ £350k100.0%
+31.9%
+55.4%
+30.0%
+13.0%
+26.1%
+32.6%
+28.3%
+100.0% 54.5% 31.7% 27.6%
+32.9%
+26.3%
+13.2%
+38.0%
+30.3%
+32.5%
+13.0%
+37.4%
+32.6%
+12.7%
+£526k £643k 
+£1,103k 
+£1,271k 
+£950k
+£1,857k
+£1,615k
+Illustrations of the operation of the Remuneration Policy
+Fixed Pay Annual Bonus LTIP LTIP value with 50%
+share price growth
+Minimum performance: • comprising the minimum remuneration receivable (being base salary, 
+pension and benefits received in FY23);
+On target performance: • comprising fixed pay, annual bonus payment at 50% of the maximum 
+opportunity and long-term incentive awards vesting at 25% of 
+maximum opportunity;
+Maximum performance: • comprising fixed pay, 100% of annual bonus and 100% vesting  
+of long-term incentive awards, and
+Maximum performance with share price increase: • comprising fixed pay, 100% of annual bonus and 100% vesting  
+of long-term incentive awards with the value increased for share price 
+appreciation of 50%.
+127NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+The secret clothing is a "glove".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_13.txt

@@ -0,0 +1,89 @@
+We also retained our ‘B’ Rating from CDP for our management of 
+climate-related issues as well as retaining our Gold Award in EPRA 
+Sustainability Best Practice Recommendations Awards, recognising 
+the excellence in the transparency and comparability of our 
+environmental, social and governance disclosures. 
+Our assets are typically easily accessible with short travel times, 
+supporting the wider climate and well-being agenda. We set our 
+pathway to Net Zero in 2019 and we continue to make great inroads 
+in implementing this. Achieving net-zero within the retail sector relies 
+upon mutual action by real estate owners and occupiers. The energy 
+consumed by our occupiers in our assets accounts for almost 90% of 
+our total carbon emissions. These are emissions over which we have 
+limited control, but we continue to develop our engagement activities 
+to support alignment between our climate ambitions and those of our 
+occupiers and so we are pleased to report that 57% of our lettable 
+floorspace is occupied by retailers that have already set emissions 
+reduction targets, with approximately 70% of that 57% part of the BRC 
+Climate Commitment to reduce carbon emissions to net zero by 2040. 
+As we reported last year, all of the energy supplied into our common 
+areas (malls and car parks) is already carbon neutral but this year we 
+also generated over 250,000 kWh of renewable electricity on-site at 
+our assets, maintained our “zero waste to landfill” policy and 
+delivered or secured contracts for EV charging infrastructure at 
+88% of our surface-level car parks. Given cost inflation headwinds, 
+it is also notable that the energy supplied into our malls is hedged 
+until Spring 2024, so we are not facing into price increases. 
+Finally, during the year we relocated our Head Office to a 
+BREEAM Excellent, Net-Zero building in London. We are committed 
+to continuing this great work and playing our part in helping protect 
+our planet and stakeholders for the long-term. .
+MARKET
+Outlook
+Despite ongoing geopolitical tensions, elevated inflation and higher 
+interest rates, we are reassured with the improving occupational 
+demand for space in our resiliently positioned portfolio. Given our 
+current high occupancy rates for Retail Parks and Core Shopping 
+Centres at 98% and the benefit of the reduction of business rates for 
+our occupiers, we believe that the prospects for future rental growth 
+are now encouraging which should be supportive of future valuations.
+For some time now, we have consistently expressed our confidence 
+in our portfolio positioning which is predominately focused on 
+essential goods and services. Our operating and financial results over 
+the last two years demonstrate the underlying resilience that we have 
+in our portfolio and in our platform, and we expect that to continue 
+into our new financial year.
+We are in an excellent position with a strong balance sheet that is 
+not exposed in the medium term to rising interest rates, we have 
+capital available to deploy and opportunities to expand our Capital 
+Partnerships. We are therefore confident of our ability to deliver our 
+medium term objective of a consistent 10% total accounting return. 
+Allan Lockhart
+Chief Executive Officer
+14 June 2023
+OUR STRATEGY
+We do this by delivering on our 
+business model:
+This strategy is underpinned by clear  
+pillars of execution:
+• Highly collaborative working relationships with all key partners
+• A clear plan to help create thriving communities in the towns 
+where we are invested
+• A committed sustainability strategy to minimise our impact on 
+the environment
+• Creating opportunities for our team to develop their careers
+• Operational efficiency and excellence
+• Maintaining a strong balance sheet
+• Delivering consistent and attractive risk-adjusted returns
+Our strategy aims to deliver a reliable 
+and recurring income led 10% Total 
+Accounting Return and create value 
+for our stakeholders:
+Local
+Authorities
+Shareholders
+Environment
+Occupiers
+Capital
+Partners
+Team
+Lenders
+Communities
+Underpinned by a committed ESG strategy
+1. Disciplined  
+capital allocation
+3. Flexible 
+balance sheet
+2. Leveraging  
+our platform 
+11NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 11NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_138.txt

@@ -0,0 +1,31 @@
+Annual bonus
+The annual bonus will operate as laid out in the Remuneration Policy. Executive Directors will have the opportunity to earn a bonus up to a 
+normal maximum of 125% of salary.
+In line with FY23, the bonus will be based on financial and corporate measures (75%) as well as personal strategic objectives (25%). The 
+performance measures are set out in the table below. 
+Measure FY24 Weighting
+Total Return vs IPD index 25%
+Earnings yield (UFFO) 25%
+LTV 5%
+TAR Return 20%
+Strategic objectives (including ESG targets) 25%
+The measures have been selected to reflect a range of key financial and operational goals which support the Company’s strategic objectives. 
+The respective targets have not been disclosed as they are commercially sensitive. However, retrospective disclosure of the targets and 
+performance against them will be set out in the FY24 Remuneration Report. 30% of the bonus will be deferred into shares for two years.
+Long-term incentives – Performance Share Plan
+The Committee intends to grant LTIP awards to Executive Directors of 100% of salary. The extent to which the LTIP awards will vest will be 
+determined by the performance measures listed below.
+Measure Weighting
+Threshold Target Stretch
+25% of maximum 75% of maximum 100% of maximum
+Relative TSR vs UK REIT peer group 50% Median 62.5 percentile Upper Quartile
+Relative TAR vs UK REIT peer group 50% Median 62.5 percentile Upper Quartile
+• The UK REIT peer group listed on page 132.
+Awards must be held by Executive Directors for a further two years after vesting.
+Signed on behalf of the Board
+Alastair Miller
+Committee Chair
+14 June 2023
+Remuneration Committee Report continued
+136 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_139.txt

@@ -0,0 +1,45 @@
+The Directors present their  
+report together with the audited 
+consolidated financial statements 
+and the report of the auditor for 
+the year ended 31 March 2023.
+Directors’ Report 
+Principal activities and status 
+NewRiver REIT plc (the “Company”) is a premium listed REIT on the 
+London Stock Exchange. The Company is a specialist real estate 
+investor, asset manager and developer focused solely on the UK 
+retail sector. Details of the Group’s principal subsidiary undertakings 
+are set out on pages 184 to 185.
+Governance
+The Financial Reporting Council published a revised UK Corporate 
+Governance Code in July 2018 (the Code). Further information on the 
+Code can be found on the Financial Reporting Council’s website at: 
+www.frc.org.uk. The Company’s Statement on Governance can be 
+found on page 96.
+Results and dividend
+The Directors have proposed a final dividend of 3.2 pence per share. 
+Together with the interim dividend of 3.5 pence, the total dividend for 
+FY23 is 6.7 pence. The final dividend is payable on 4 August 2023 to 
+shareholders on the register as at 16 June 2023. 3.2 pence will be 
+paid as a PID net of withholding tax where appropriate. The Company 
+will be offering a scrip dividend alternative. A dividend of 7.4 pence 
+per share was paid in FY22.
+The Board
+The Directors, who served throughout the year unless stated 
+otherwise, are detailed below:
+Service in the year 31 March 2023
+Margaret Ford Served throughout the year
+Allan Lockhart Served throughout the year
+Will Hobman Served throughout the year
+Kay Chaldecott Resigned 26 July 2022
+Alastair Miller Served throughout the year
+Karen Miller Appointed 30 May 2022
+Charlie Parker Served throughout the year
+Colin Rutherford Served throughout the year
+Unless stated otherwise these Directors were in office during the year and up 
+to the date of signing the financial statements. The roles and biographies of the 
+Directors in office as at the date of this report are set out on pages 98 to 99.
+Kerin Williams
+Company Secretary
+Directors’ Report
+137NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_14.txt

@@ -0,0 +1,30 @@
+ 
+ROBUST  
+MARKET
+The UK economy and retail real estate 
+market has never before endured such 
+volatile conditions including international 
+health pandemics and war as well as 
+political and fiscal instability. This has 
+led to cost inflation, rising interest rates 
+and increased caution amongst both 
+investors and consumers.
+ 
+Yet contrary to perception and media 
+narrative, the consumer has remained 
+resilient and those retail occupiers with an 
+omnichannel offer, reliant on the physical 
+store and focused on providing essential 
+goods and services, have continued to 
+perform well.
+ 
+This is the robust sub-sector of the market 
+that we specialise in, meaning our resilient 
+retail real estate portfolio is well-positioned 
+for growth.
+RESILIENT RETAIL
+12 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Strategic report
+Our marketplace
+12 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Strategic Report

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_140.txt

@@ -0,0 +1,110 @@
+Directors’ Report continued
+Directors’ indemnification and insurance
+The Company’s Articles of Association provide for the Directors and 
+officers of the Company to be appropriately indemnified, subject to 
+the provisions of the Companies Act 2006. Qualifying third-party 
+indemnity provisions (as defined by section 234 of the Companies 
+Act 2006) were in force during the year ended 31 March 2023 and 
+remain in force at the date of signing this report. The Company 
+purchases and maintains insurance for the Directors and officers of 
+the Company in performing their duties, as permitted by section 233 
+Companies Act 2006. This insurance has been in place during the 
+year and remains in place at the date of signing this report.
+Articles of Association
+The Company’s latest Articles of Association were adopted at the 
+2021 AGM. The rules governing the appointment and replacement of 
+Directors are contained in the Company’s Articles of Association. 
+Changes to the Articles of Association must be approved by 
+shareholders in accordance with legislation in force from time to time. 
+A copy of the Company’s Articles of Association can be found on the 
+Company’s website, www.nrr.co.uk.
+Significant interests
+The table below shows the interests in shares notified to the 
+Company in accordance with Chapter 5 of the Disclosure Guidance 
+and Transparency Rules issued by the Financial Conduct Authority. 
+As at 31 March 2023 and as at 7 June 2023 (being the latest 
+practicable date prior to publication of the Annual Report):
+As at 31 March 2023
+Shareholder Number of shares
+% of issued 
+Share Capital
+Premier Milton 15,803,355 5.07%
+M&G Plc 15,404,761 4.99%
+IntegraFin Holdings 15,480,100 4.96%
+FIL Limited 15,080,808 4.87%
+Farringdon Capital Management 11,909,919 3.83%
+As at 7 June 2023
+Shareholder Number of shares
+% of issued 
+Share Capital
+Premier Milton 15,803,355 5.07%
+FIL Holdings 15,770,051 5.06%
+M&G Plc 15,404,761 4.99%
+IntegraFin Holdings 15,480,100 4.96%
+Farringdon Capital Management 11,909,919 3.83%
+Internal controls review
+Taking into account the principal risks, emerging risks and the ongoing 
+work of the Audit Committee in monitoring the risk management and 
+internal control systems on behalf of the Board, the Directors:
+• are satisfied that they have carried out a robust assessment of the 
+principal and emerging risks facing the Group, including those that 
+would threaten its business model, future performance, solvency 
+or liquidity; and
+• have reviewed the effectiveness of the risk management and 
+internal control systems and no significant failings were identified.
+Additional Information
+The Strategic Report is set out on pages 1 to 95 and is incorporated 
+into the Directors’ Report by reference. Additional information which 
+is incorporated by reference into this Directors’ Report, including 
+information required in accordance with the Companies Act 2006 
+and the Listing Rule 9.8.4R of the UK Financial Conduct Authority’s 
+Listing Rules, can be located as follows:
+Page numbers
+s.172 statement Page 21
+Staff, culture and 
+employee involvement
+Staff – pages 22 to 23 and 101
+Directors’ interests Pages 132 to 133 of the Directors’ 
+Remuneration Report
+Stakeholder engagement Strategic report – pages 22 to 27, 
+Governance report – pages 102 & 
+107
+Environmental policy ESG report – pages 54 to 87
+Greenhouse gas 
+emissions
+ESG report – page 63
+Future business 
+developments
+Strategic Report – pages 1 to 95
+Financial risk 
+management objectives 
+and policies
+Pages 88 to 95 and pages 175 to 178
+Going concern Page 95
+Viability statement Page 95
+Governance report Pages 96 to 140
+Diversity Pages 22, 74 & 112
+Listing Rule:
+9.8.4R (1)(2) (5-14)(B) Not applicable
+9.8.4R (4) Long-term incentive plans - pages 131 
+to 132
+9.8.6R (9) & LR 14.3.33R(1) Page 112
+Powers of Directors
+Subject to the Company’s Articles of Association, UK legislation and 
+any directions given by special resolution, the business of the 
+Company is managed by the Board, which may exercise all the 
+powers of the Company.
+The Board’s role is to provide entrepreneurial leadership of the 
+Company within a framework of prudent and effective controls which 
+enables risk to be assessed and managed. It also sets up the Group’s 
+strategic aims, ensuring that the necessary financial and human 
+resources are in place for the Group to meet its objectives and review 
+management performance. The Board also sets the Group’s values, 
+standards and culture. Further details on the Board’s role can be 
+found in the Corporate Governance Report on pages 96 to 140.
+Directors’ interests
+Details of the Directors’ share interests can be found in the 
+Remuneration Committee Report on pages 132 to 133. All related party 
+transactions are disclosed in note 27 to the financial statements.
+138 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_141.txt

@@ -0,0 +1,81 @@
+Change of control - significant agreements
+The Company was not party to any significant contracts that are 
+subject to change of control permissions in the event of a change  
+of control, but other agreements may alter or terminate upon such  
+an event.
+Compensation for loss of office in the event  
+of a takeover
+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 the 
+Group’s incentive plans and share plans contain provisions relating to 
+termination of employment. Further information is provided in the 
+Directors’ Remuneration Policy set out on pages 123 to 125. 
+Auditor
+PricewaterhouseCoopers LLP have indicated their willingness to 
+continue in office and a resolution seeking to re-appoint 
+PricewaterhouseCoopers LLP will be proposed at the forthcoming AGM. 
+Annual General Meeting
+The Annual General Meeting will be held on 26 July 2023. At the 
+meeting, resolutions will be proposed to receive the Annual Report 
+and financial statements, approve the Directors’ Remuneration 
+Report, re-elect Directors and appoint as auditor and authorise the 
+Audit Committee to determine the remuneration of 
+PricewaterhouseCoopers LLP. In addition, it will be proposed that 
+expiring authorities to allot shares and to repurchase shares are 
+extended. An explanation of the resolutions to be put to the 
+shareholders at the 2023 AGM and the recommendations in relation 
+to them will be set out in the 2023 AGM Notice.
+Political donations
+No political donations were made by the Company or its subsidiaries 
+during the year (2022: Nil).
+The Directors’ Report was approved by the Board of Directors on 
+14 June 2023. 
+By Order of the Board
+Kerin Williams
+Company Secretary
+14 June 2023
+Branches outside the UK
+The Company has no branches outside the UK.
+Financial instruments
+The Group’s exposure to, and management of, capital risk,  
+market risk and liquidity risk is set out in note 25 to the Group’s 
+financial statements. 
+Share capital structure
+As at 31 March 2023, the Company’s issued share capital consisted 
+of 311,908,265 ordinary shares of one penny each. No shares are 
+held in treasury. 1,466,713 ordinary shares are held in the Employee 
+Benefit Trust. Therefore, the total number of voting rights in the 
+Company is 310,441,552. Further details of the share capital, including 
+changes throughout the year are summarised in note 23 of the 
+financial statements. 
+Ordinary shareholders are entitled to receive notice of, and to attend 
+and speak at, any general meeting of the Company. On a show of 
+hands, every shareholder present in person or by proxy (or being a 
+corporation represented by a duly authorised representative) shall have 
+one vote, and on a poll every shareholder who is present in person or 
+by proxy shall have one vote for every share of which he or she is the 
+holder. The Notice of Annual General Meeting specifies deadlines for 
+exercising voting rights and appointing a proxy or proxies. 
+There are no restrictions on the transfer of shares except the UK Real 
+Estate Investment Trust restrictions. The Directors are not aware of 
+any agreements between holders of the Company’s shares that may 
+result in the restriction of the transfer of securities or on voting rights.
+Authority for the Company to purchase  
+its own shares
+Subject to authorisation by shareholder resolution, the Company may 
+purchase its own shares in accordance with the Companies Act 
+2006. Any shares which have been bought back may be held as 
+treasury shares or cancelled immediately upon completion of the 
+purchase. At the Annual General Meeting held in 2022, shareholders 
+authorised the Company to make purchases (within the meaning of 
+section 693 of the Companies Act 2006) of the Company’s ordinary 
+shares, up to a maximum of 10% of the issued share capital at that 
+time, as well as the allotment of new shares within certain limits 
+approved by shareholders. The Company has not repurchased any of 
+its ordinary shares under this authority, which is due to expire at the 
+AGM in 2023 and appropriate renewals will be sought.
+There are no securities of the Company carrying special rights with 
+regards to the control of the Company in issue.
+139NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+The secret food is a "sausage".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_142.txt

@@ -0,0 +1,75 @@
+Statement of Directors’ responsibilities 
+in respect of the financial statements
+The Directors are responsible for preparing the Annual Report and 
+Accounts 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
+Each of the Directors, whose names and functions are listed in the 
+Governance 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 confirmation is given and should be interpreted in accordance 
+with the provisions of section 418 of the Companies Act 2006. 
+Baroness Ford OBE
+Non-Executive Chair
+14 June 2023
+Directors’ Report continued
+140 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Governance

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_143.txt

@@ -0,0 +1,92 @@
+Independent auditors’ report to the 
+members of NewRiver REIT plc
+Report on the audit of the 
+financial statements
+Opinion
+In our opinion:
+• NewRiver REIT 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 March 2023 and of the Group’s loss 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 and Accounts (the “Annual Report”), which comprise: the 
+Consolidated and Company Balance Sheets as at 31 March 2023; the 
+Consolidated Statement of Comprehensive Income, the Consolidated 
+Cash Flow Statement and the Consolidated and Company Statements 
+of Changes in Equity for the year then ended; and the notes to the 
+financial statements, which include a description of the significant 
+accounting policies.
+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 6, 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 Group financial 
+statements as a whole and the Company stand alone financial 
+statements, taking into account the structure of the Group, the 
+accounting processes and controls and the industry in which the 
+Group operates.
+Key audit matters
+• Valuation of investment properties (Group)
+• Valuation of investments in subsidiaries (Company)
+Materiality
+• Overall Group materiality: £7.8 million (2022: £8.2 million) based on 
+1% of the Group’s total assets.
+• Specific Group materiality: £1.2 million (2022: £1.3 million), based on 
+5% of EPRA earnings.
+• Overall Company materiality: £8.1 million (2022: £8.0 million) based 
+on 1% of the Company’s total assets.
+• Overall Group performance materiality: £5.8 million 
+(2022: £6.1 million), Specific Group performance materiality 
+£0.9 million (2022: £1.0 million) and Company performance 
+materiality £6.1 million (2022: £6.0 million).
+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 Sale of the Hawthorn Pub business (Group), which was a key 
+audit matter last year, is no longer included because of the one-off 
+nature of the transaction in the prior year. Otherwise, the key audit 
+matters below are consistent with last year.
+141NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_144.txt

@@ -0,0 +1,119 @@
+Key audit matter How our audit addressed the key audit matter
+Valuation of investment properties (Group)
+Refer to page 115 (Audit Committee 
+report), pages 153-179 (Notes to the 
+financial statements – Note 1 (Accounting 
+policies), Note 2 (Critical accounting 
+judgements and estimates) and Note 14 
+(Investment properties). 
+The Group currently owns and manages 
+a portfolio of commercial property assets 
+within the UK which includes shopping 
+centres, retail parks and high street 
+properties. The total value of the portfolio 
+as at 31 March 2023 was £593.6 million 
+(investment properties £551.5 million 
+and £42.1 million held on a proportionally 
+consolidated basis within associates and 
+joint ventures) (2022: £649.4 million). 
+This was identified as a key audit matter 
+given the valuation of the portfolio is 
+inherently subjective and complex due 
+to, among other factors, the individual 
+nature of each property, its location,  
+and the expected future rental streams 
+for that particular property, together  
+with considerations around the impact  
+of climate change. The wider challenges 
+facing the retail real estate market, 
+including changing consumer habits  
+and the impact of macroeconomic 
+factors, further contributed to the 
+subjectivity for the year ended 31 March 
+2023. The valuations were carried out  
+by external valuers (Colliers, Knight  
+Frank and Kroll - formerly Duff & Phelps) 
+in accordance with RICS Valuation - 
+Professional Standards and the Group 
+accounting policies which incorporate 
+the requirements of International 
+Accounting Standard 40 ‘Investment 
+Property’. 
+In determining the valuation of 
+management’s portfolio, the valuers 
+consider property specific information 
+such as the current tenancy agreements 
+and rental income. They then apply 
+judgemental assumptions such as 
+estimated rental value (‘ERV’) and  
+yield, which are influenced by prevailing 
+market yields and, where appropriate, 
+comparable market transactions to  
+arrive at the final valuation. Due to  
+the unique nature of each property, the 
+judgemental assumptions to be applied 
+are determined having regard to the 
+individual property characteristics at  
+a detailed tenant by tenant level, as  
+well as considering the qualities of  
+the property. 
+Given the inherent subjectivity in the valuation of investment properties, 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 (qualified chartered surveyors)  
+to assist us in our audit of this matter. 
+Assessing the valuers’ expertise and objectivity 
+We assessed the external valuers’ qualifications and expertise and read their terms of engagement 
+with the Group to determine whether there were any matters that might have affected their 
+objectivity, such as the length of their relationship with the Group, or that may have imposed scope 
+limitations on their work. We also considered fee arrangements between the external valuers and 
+the Group, and other engagements which might exist between the Group and the valuers. We  
+found no evidence to suggest that the objectivity of the external valuers in their performance of  
+the valuations was compromised. 
+Data provided to the valuers 
+We checked the accuracy of the underlying lease data and capital expenditure used by the external 
+valuers in their valuation of the portfolio by tracing the data back to the signed lease agreements on 
+a sample basis. We found the data provided by management to the valuers to be appropriate for the 
+purposes of the valuation. 
+Assumptions and estimates used by the valuers 
+We read the external valuation reports for the investment properties and confirmed that the 
+valuation approach for each was in accordance with RICS standards and suitable for use in 
+determining the final value for the purpose of the financial statements. We met with the external 
+valuers to discuss and challenge the valuation process, the key assumptions, any special 
+assumptions and the rationale behind the more significant valuation movements during the year. It 
+was evident from our interaction with the external valuers and from our review of the valuation 
+reports, that close attention had been paid to the individual characteristics of each property, such as 
+the overall quality of the tenant base, latest leasing activity and geographic location, depending on 
+the type of asset being valued. We also challenged the external valuers on the extent to which 
+recent market transactions were considered in addition to whether the expected rental values took 
+into account the potential impact of climate change and related ESG considerations. In addition, we 
+performed the procedures described below for each type of property.  
+We obtained details of each property and set an expected range for yield and capital value 
+movement, determined by reference to published benchmarks and using our experience and 
+knowledge of the market. We compared the yield and capital value movement of each property with 
+our expected range. We also considered the reasonableness of other assumptions that are not so 
+readily comparable with published benchmarks, such as ERV. When assumptions were outside of 
+the expected range, we undertook further investigations and, when necessary, obtained 
+corroborating evidence to support the explanations received. This enabled us to assess the 
+property specific factors that had an impact on the value and conclude on the reasonableness of the 
+assumptions utilised such as:
+• location (community shopping centres and conveniently located retail parks);
+• size;
+• occupancy rates; 
+• marketability; and
+• recent comparable transactions where appropriate.
+Overall findings 
+We found that the assumptions were applied appropriately, reflected comparable market 
+transactions (where available and appropriate) and included consideration of the impact of climate 
+change and a range of other external factors. Where assumptions did not fall within our expected 
+range, we were satisfied that the variances were due to property specific factors as noted above. 
+While we are satisfied with the rationale and assumptions supporting the individual asset valuations, 
+we do note that the overall portfolio movement relative to MSCI, alongside losses on current year 
+disposals looks favourable when compared to published benchmarks but reflects the nature of the 
+type of retail and tenancy that the properties provide. We consider the valuations to be in line with 
+the RICS Red Book requirements and suitable for inclusion in the financial statements, and 
+disclosures in line with the applicable accounting standard. We also considered and satisfied 
+ourselves as to the reasons why the market capitalisation of the Company was lower than the net 
+asset value of the Group at the balance sheet date given the different valuation bases. 
+Auditors Report continued
+142 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_145.txt

@@ -0,0 +1,76 @@
+Key audit matter How our audit addressed the key audit matter
+Valuation of investments in subsidiaries (Company)
+Refer to pages 182-186 (Notes to the 
+financial statements – Note A 
+(Accounting policies) and Note B 
+(Investments in subsidiaries)).           
+The Company holds investments in 
+subsidiaries amounting to 323.9 million as 
+at 31 March 2023 (2022: £329.9 million). 
+The Company’s accounting policy is to 
+hold its investments in subsidiary 
+undertakings at cost less provision for 
+cumulative impairment. The Company has 
+recognised an impairment of £6.0 million 
+this year (2022: impairment reversal of 
+£9.4 million). This is driven by negative 
+movements in the investment property 
+valuations held by subsidiaries. Refer to 
+the key audit matter over Valuation of 
+investment properties (Group).
+Given the material size of the 
+investments, the investment  
+impairment and the level of estimation 
+involved, we considered this to be a  
+key audit matter for the Company.
+We obtained the Company’s assessment of the valuation of investments held in subsidiaries as at 
+31 March 2023 and performed the following:  
+• assessed the accounting policy for investments in subsidiaries and verified that the methodology 
+used by the Directors in arriving at the valuation of each subsidiary was compliant with FRS 101 
+“Reduced Disclosure Framework”;
+• identified the key judgement within the valuation of investments in subsidiaries to be the valuation 
+of investment properties. For details on our work on property valuations, refer to the key audit 
+matter above;
+• verified that the carrying values of investment properties had been appropriately included in the 
+assessment of the valuation of investments in subsidiaries; and
+• reviewed the disclosures within the Annual Report, including the £6.0 million impairment, and 
+considered these to be complete and accurate.       
+Based on the work performed, we concur with the amount of impairment arising. We evaluated the 
+disclosures in the financial statements and found these to be appropriate.
+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 currently owns and invests in a number of shopping centres, retail parks, high street shops and developments across the United 
+Kingdom. These are held within a variety of subsidiaries, joint ventures and associates. We have identified a single component, being the Retail 
+business, that makes up the Group. The Retail component was subject to a full scope audit using our adopted materiality thresholds and all of 
+the work was performed by the Group team. These procedures, together with additional procedures performed at the Group level (including 
+audit procedures over the consolidation and consolidation adjustments), gave us the evidence we needed for our opinion on the Group 
+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
+As part of our audit we also made enquiries of management and its valuation experts to understand the process they have adopted to assess 
+the potential impact of climate change on the business. Management considers that climate change does not give rise to a material financial 
+statement impact in the current year. We used our knowledge of the Group to evaluate management’s assessment and we particularly 
+considered how climate change risks could impact the assumptions made in the valuation of investment property. We also considered the 
+consistency of the climate change disclosures included in the Annual Report, drawing on our knowledge of the business gained through the 
+audit process.
+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 £7.8 million (2022: £8.2 million). £8.1 million (2022: £8.0 million).
+How we determined it 1% of the Group's total assets 1% of the Company's total assets
+Rationale for benchmark applied We determined materiality based on total 
+assets given the valuation of investment 
+properties, whether held directly or through 
+joint ventures and associates, is the key 
+determinant of the Group's value. This 
+materiality was used in the audit of investing 
+and financing activities.
+Given the NewRiver REIT plc entity is primarily 
+a holding Company we determined total 
+assets to be the appropriate benchmark.
+143NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_146.txt

@@ -0,0 +1,29 @@
+Specific materiality £1.2 million (2022: £1.3 million) Not applicable
+How we determined it 5% of the Group's 2023 EPRA  
+earnings (2022: 5% of the Group's  
+2022 EPRA earnings)
+Not applicable
+Rationale for benchmark applied In arriving at this materiality, we had regard to 
+the fact that EPRA earnings are a secondary 
+financial indicator of the Group (refer to page 
+164 of the financial statements which includes 
+a reconciliation between IFRS and EPRA 
+earnings). This materiality was used in the 
+audit of operating activities.
+Not applicable
+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 for investing and financing activities was 75% (2022: 75%) of overall materiality, amounting to £5.8 million 
+(2022: £6.1 million) for the Group financial statements and £6.1 million (2022: £6.0 million) for the Company financial statements. Our 
+performance materiality for operating activities was 75% of specific materiality, amounting to £0.9 million (2022: £1.0 million) for the  
+Group 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 £0.3 million 
+(Group audit) (2022: £0.4 million) for investing and financing activities, £0.1 million (Group audit) (2022: £0.1 million) for operating activities  
+and £0.8 million (Company audit) (2022: £0.8 million) as well as misstatements below those amounts that, in our view, warranted reporting  
+for qualitative reasons.
+Auditors Report continued
+144 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_147.txt

@@ -0,0 +1,88 @@
+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 paper that supports the Board’s 
+assessment and conclusions with respect to the disclosures 
+provided over going concern;
+• confirming the Group’s revolving credit facility, Corporate bond and 
+long-term credit rating and understanding the covenant thresholds;
+• discussing the key assumptions supporting the base case going 
+concern review and forecasts, challenging the rationale for those 
+assumptions, using our knowledge of the business and industry to 
+ensure they reflect the latest expectations of the retail market and 
+industry data;
+• reviewing management’s reasonable worst case scenario and 
+performing our own sensitivity analysis on the forecasts and key 
+assumptions to understand the potential impact on the financial 
+covenants, focusing specifically on the Loan to Value (LTV) 
+covenant, and liquidity headroom;
+• reperforming a stress test on the reasonable worst case scenario 
+by assessing the total fall in investment property required in order 
+to breach banking covenants;
+• checking the mathematical accuracy of management’s model; and
+• assessing management’s forecasting accuracy by comparing the 
+forecasts established to the actual performance for the past 3 years 
+up to and including 2023.
+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.
+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 March 2023 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 Remuneration Committee Report to be 
+audited has been properly prepared in accordance with the 
+Companies Act 2006.
+145NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+The secret currency is a "pound".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_148.txt

@@ -0,0 +1,122 @@
+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.
+Responsibilities for the financial statements  
+and the audit
+Responsibilities of the Directors for the financial statements
+As explained more fully in the Statement of Director’s responsibilities 
+in respect of the financial statements, 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 listing requirements including the UK FCA Listing Rules, 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 and section 1158 of the 
+Corporation Tax Act 2010, Real Estate Investment Trust (REIT) status. 
+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 posting inappropriate journal entries to increase revenue or 
+reduce expenditure, and management bias in accounting estimates 
+and judgemental areas of the financial statements such as the 
+valuation of investment properties. Audit procedures performed by 
+the engagement team included:
+• discussions with management, including the Company Secretary, 
+over their consideration of known or suspected instances of 
+non-compliance with laws and regulation and fraud;
+• understanding and evaluating management’s controls designed to 
+prevent and detect irregularities;
+• assessing matters reported on the Group’s whistleblowing helpline 
+and the results of management’s investigation of such matters, 
+where relevant;
+Auditors Report continued
+146 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_149.txt

@@ -0,0 +1,38 @@
+• evaluating compliance with the REIT tax rules with the involvement 
+of our tax specialists in the audit;
+• performing procedures relating to the valuation of investment 
+properties described in the related key audit matter above;
+• reviewing relevant meeting minutes, including those of the Board 
+of Directors and the Audit Committee; and
+• identifying and testing journal entries, in particular any journal 
+entries posted with unusual account combinations or those posted 
+by senior management.
+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.
+147NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_15.txt

@@ -0,0 +1,110 @@
+Consumers
+ 
+Rising Housing Costs
+The housing market has shown resilience in 2023 as mortgage 
+rates eased and the labour market remained tight in part 
+reversing the negative sentiment following the jump in the Bank 
+of England interest rates as a result of the somewhat calamitous 
+September mini-budget. House prices are stabilising and the 
+average house price is still 20% higher compared with March 
+2020 (Halifax). Borrowers are choosing longer mortgage terms 
+to satisfy affordability requirements whilst many potential first 
+time buyers are delaying their plans and resorting to the rental 
+market, putting further pressure on rental costs already impacted 
+by a significant demand supply imbalance (UK Finance).
+High But Easing Inflation
+UK inflation appears to have peaked at 11.1% in the 12 months to 
+October 2022, falling more slowly than anticipated over the 
+subsequent months to 8.7% in April as rates across transport 
+and clothing declined but offset by persistent food price 
+inflation. It is expected further easing in commodity and goods 
+prices will result in a continued downward trend in inflation later 
+in the year, with perhaps the key risk in respect of ongoing 
+inflation in 2023 being the impact of higher wage costs. Whilst 
+annual wage growth as at March 2023 stands at 5.8%, in real 
+terms it is -3.0%, the largest real total decline since April 2009 
+(ONS) albeit the negative differential is widely expected to 
+narrow through 2023 and reverse by the end of 2024 (Shore 
+Capital).
+Consumers Still Spending
+Early 2023 has followed a stronger than forecast Christmas 2022, 
+with sales values and volumes (excl. fuel) +2.4% and +1.0% in the 
+three months to April 2023 compared with the previous 
+three months. April sales figures compared to pre-Covid levels 
+are +17.9% in value and +0.3% in volume, indicating consumers are 
+purchasing at similar levels to pre-pandemic. Despite the 
+narrative around the consumer squeeze and wide-scale 
+belt-tightening, this is not yet reflected in the data and consumers 
+are still sitting on excess savings built up during the pandemic.
+Changing Purchasing Behaviour
+Due to cost of living pressures, patterns of spending have shifted 
+away from luxuries towards essential and cheaper alternatives. 
+Barclays data shows that 34% of consumers are buying “dupes”, 
+affordable versions of expensive products, especially in food and 
+drink products with 68% of consumers opting for the cheaper options. 
+There is an evident pattern of down trading in the grocery sector, 
+discount stores continue to experience month on months sales 
+growth and in terms of eating out, there is shift in preference from 
+expensive restaurants to more value focused, deal driven options.
+NewRiver’s response
+• Despite the cost of living crisis, retail sales have remained 
+strong with the first half of 2022 benefiting from a buoyant 
+period of post-lockdown spending with positive sales figures 
+continuing into early 2023 following a strong Christmas 
+period. Positive consumer spending has led to strong 
+sentiment among retailers and is reflected within NewRiver’s 
+retention rate of 92% and increased occupancy of 97%.
+• Consumers are evidently changing their purchasing behaviour, 
+down-trading across product categories as a reaction to 
+adjustments on their disposable income and will be awaiting 
+signs that mortgage rates, food and fuel inflation have peaked 
+prior to increasing their discretionary spend. NewRiver’s 
+occupier base has limited exposure to discretionary spend 
+with 78% by rent from within essential sub-sectors.
+• The GfK consumer confidence index shows that whilst 
+confidence is low, it is improving significantly. Since March 
+2023, there has been a 13 point jump in positivity for 
+personal finance situations – such a large jump suggests 
+household finances are stronger than perceived and the 
+overall consumer confidence index is at its highest level 
+since March 2022 playing into spend across our portfolio.
+• The increased cost of living and impact of rising mortgage 
+costs is not equal across the UK, with those living in cities 
+and within London and South East likely to be most 
+impacted where mortgages are higher and disposal 
+income as a percentage of gross income is lower. 
+NewRiver’s portfolio is located throughout the UK, 66% 
+outside the South East, in areas which on average have a 
+house price of £208,000, compared to the UK average of 
+£287,000 (Halifax). The NewRiver consumer is therefore 
+impacted to a lesser extent due to rising mortgage costs.
+• As inflation eases throughout 2023, real disposable 
+incomes will improve, confidence will continue to 
+recover alongside record low unemployment levels of 
+only 3.9% (as at March 2023), and there is the potential that 
+retail sales by volume should continue to increase.
+Retail Sales Values and Volumes
+80
+85
+90
+95
+100
+105
+110
+115
+120
+125
+130
+0
+2
+4
+6
+8
+10
+12
+Retail Sales  Index Feb-20 = 100
+CPI (YoY%)
+Value Volume CPI (RHS)
+2020 Feb 2021 Sep 2023 Apr
+Source: ONS
+13NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_150.txt

@@ -0,0 +1,38 @@
+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 Remuneration 
+Committee 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
+Following the recommendation of the Audit Committee, we were 
+appointed by the members on 4 July 2019 to audit the financial 
+statements for the year ended 31 March 2020 and subsequent 
+financial periods. The period of total uninterrupted engagement 
+is four years, covering the years ended 31 March 2020 to 
+31 March 2023.
+Other matter
+In due course, as required by the Financial Conduct Authority 
+Disclosure Guidance and Transparency Rule 4.1.14R, these financial 
+statements will form part of the ESEF-prepared annual financial report 
+filed on the National Storage Mechanism of the Financial Conduct 
+Authority in accordance with the ESEF Regulatory Technical Standard 
+(‘ESEF RTS’). This auditors’ report provides no assurance over 
+whether the annual financial report will be prepared using the single 
+electronic format specified in the ESEF RTS.
+Christopher Burns (Senior Statutory Auditor)
+for and on behalf of PricewaterhouseCoopers LLP 
+Chartered Accountants and Statutory Auditors 
+London
+14 June 2023
+148 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_151.txt

@@ -0,0 +1,61 @@
+ 
+CCoonnssoolliiddaatteedd  SSttaatteemmeenntt  ooff  
+CCoommpprreehheennssiivvee  IInnccoommee  
+For the year ended 31 March 2023 
+   
+ 
+  Year ended 31 March 2023 Year ended 31 March 2022 
+Continuing Operations Notes 
+Operating 
+and financing 
+2023 
+£m 
+Fair value 
+adjustments 
+2023 
+£m 
+Total 
+2023 
+£m 
+Operating 
+and financing 
+2022 
+£m 
+Fair value 
+adjustments 
+2022 
+£m 
+Total 
+2022 
+£m 
+Revenue 4 72.2 – 72.2 73.7 – 73.7 
+Property operating expenses* 5 (25.1) – (25.1) (25.5) – (25.5) 
+Net property income  47.1 – 47.1 48.2 – 48.2 
+Administrative expenses 6 (12.6) – (12.6) (13.4) – (13.4) 
+Other income 7 1.4 – 1.4 – – – 
+Share of profit from joint ventures 15 2.4 0.6 3.0 1.1 2.9 4.0 
+Share of profit from associates 16 0.1 0.2 0.3 0.2 2.9 3.1 
+Net property valuation movement 14 – (38.2) (38.2) – (12.3) (12.3) 
+Loss on disposal of investment properties 9 (3.8) – (3.8) (4.2) – (4.2) 
+Operating (loss) / profit   34.6 (37.4) (2.8) 31.9 (6.5) 25.4 
+Finance income 10 1.4 – 1.4 1.4 – 1.4 
+Finance costs 10 (15.4) – (15.4) (19.8) – (19.8) 
+(Loss) / profit for the year before taxation  20.6 (37.4) (16.8) 13.5 (6.5) 7.0 
+Taxation 11 – – – – – – 
+(Loss) / profit for the year after taxation from 
+continuing operations   20.6 (37.4) (16.8) 13.5 (6.5) 7.0 
+Loss for the year after taxation from discontinued 
+operations 8 – – – (31.7) (1.9) (33.6) 
+Loss for the year   20.6 (37.4) (16.8) (18.2) (8.4) (26.6) 
+Total comprehensive loss for the year    (16.8)   (26.6) 
+There are no items of other comprehensive income for the current or prior year 
+(Loss) / earnings per share – continuing operations        
+Basic (pence) 12   (5.4)   2.3 
+Diluted (pence) 12   (5.4)   2.3 
+Loss per share        
+Basic (pence) 12   (5.4)   (8.6) 
+Diluted (pence) 12   (5.4)   (8.6) 
+* Included in property operating expenses is a loss allowance reversal of £0.1 million (2022: £0.3 million) of expected credit loss relating to debtors for continuing 
+operations.  
+The notes on pages 153 to 179 form an integral part of these financial statements.
+149NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_152.txt

@@ -0,0 +1,61 @@
+ 
+CCoonnssoolliiddaatteedd  BBaallaannccee  SShheeeett  
+As at 31 March 2023 
+ 
+ Notes 
+2023 
+£m 
+2022 
+£m 
+Non-current assets    
+Investment properties 14 627.3 684.6 
+Right of use asset 22 0.9 0.2 
+Investments in joint ventures 15 23.8 24.0 
+Investments in associates 16 5.5 7.9 
+Property, plant and equipment  0.4 0.7 
+Total non-current assets  657.9 717.4 
+Current assets   
+ 
+Trade and other receivables 17 15.0 18.9 
+Cash and cash equivalents 19 108.6 82.8 
+Total current assets  123.6 101.7 
+Total assets  781.5 819.1 
+Equity and liabilities   
+ 
+Current liabilities   
+ 
+Trade and other payables 20 29.5 33.5 
+Lease liability 22 0.4 0.7 
+Total current liabilities  29.9 34.2 
+Non-current liabilities   
+ 
+Lease liability 22 76.3 75.0 
+Borrowings 21 296.7 295.8 
+Total non-current liabilities  373.0 370.8 
+Net assets  378.6 414.1 
+   
+ 
+Equity   
+ 
+Share capital  3.1 3.1 
+Share premium  2.4 1.1 
+Merger reserve  (2.3) (2.3) 
+Retained earnings and other reserves  375.4 412.2 
+Total equity  378.6 414.1 
+   
+ 
+Net Asset Value (NAV) per share (pence)   
+ 
+Basic 12 122p 135p 
+Diluted  12 121p 134p 
+EPRA NTA 12 121p 134p 
+The notes on pages 153 to 179 form an integral part of these financial statements. 
+The financial statements on pages 149 to 179 were approved by the Board of Directors on 14 June 2023 and were signed on its behalf by:  
+Allan Lockhart 
+Chief Executive Officer 
+Will Hobman 
+Chief Financial Officer 
+Registered number: 10221027 
+ 
+150 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_153.txt

@@ -0,0 +1,118 @@
+ 
+CCoonnssoolliiddaatteedd  CCaasshh  FFllooww  SSttaatteemmeenntt  
+For the year ended 31 March 2023 
+   
+ 
+ 
+2023 
+£m 
+2022 
+£m 
+Cash flows from operating activities   
+(Loss) / profit for the year before taxation – continuing operations  (16.8) 7.0 
+Loss for the year before taxation – discontinued operations – (31.7) 
+Loss for the year before taxation  (16.8) (24.7) 
+Adjustments for:   
+Loss on disposal of investment property 3.8 3.4 
+Loss on disposal of Hawthorn – 39.7 
+Net valuation movement 38.2 12.3 
+Net valuation movement in joint ventures (0.6) (2.9) 
+Net valuation movement in associates (0.2) (2.9) 
+Share of profit from joint ventures (2.4) (1.1) 
+Share of profit from associates (0.1) (0.2) 
+Net interest expense 14.0 18.4 
+Rent free lease incentives 0.2 (1.4) 
+Movement in expected credit loss (0.1) (0.3) 
+(Capitalisation) / amortisation of legal and letting fees  (0.1) 0.1 
+Depreciation on property plant and equipment 0.8 1.2 
+Share-based payment expense 0.9 0.9 
+Cash generated from operations before changes in working capital 37.6 42.5 
+Changes in working capital   
+Decrease in trade and other receivables 3.0 9.7 
+(Decrease) / increase in payables and other financial liabilities (4.3) 7.6 
+Cash generated from operations 36.3 59.8 
+Interest paid (14.1) (20.3) 
+Dividends received from joint ventures 3.2 5.6 
+Dividends received from associates 0.4 2.0 
+Net cash generated from operating activities 25.8 47.1 
+Cash flows from investing activities   
+Cash proceeds net of cash disposed and transaction costs from disposal of subsidiaries – 196.0 
+Interest income 1.2 0.4 
+Investment in associate – (4.0) 
+Return of investment from associate 2.3 – 
+Disposal of associate investments – 2.5 
+Purchase of investment properties – (7.3) 
+Disposal of investment properties 19.5 65.2 
+Development and other capital expenditure  (2.9) (9.6) 
+Purchase of plant and equipment  (0.1) (3.0) 
+Net cash generated from investing activities 20.0 240.2 
+Cash flows from financing activities   
+Repayment of bank loans  – (335.0) 
+Repayment of principal portion of lease liability (0.4) (0.7) 
+Dividends paid – ordinary (19.6) (19.3) 
+Net cash used in financing activities  (20.0) (355.0) 
+Cash and cash equivalents at beginning of the year 82.8 150.5 
+Net increase in / (decrease) in cash and cash equivalents 25.8 (67.7) 
+Cash and cash equivalents at 31 March 108.6 82.8 
+The notes on pages 153 to 179 form an integral part of these financial statements.  
+ 
+ 
+CCoonnssoolliiddaatteedd  BBaallaannccee  SShheeeett  
+As at 31 March 2023 
+ 
+ Notes 
+2023 
+£m 
+2022 
+£m 
+Non-current assets    
+Investment properties 14 627.3 684.6 
+Right of use asset 22 0.9 0.2 
+Investments in joint ventures 15 23.8 24.0 
+Investments in associates 16 5.5 7.9 
+Property, plant and equipment  0.4 0.7 
+Total non-current assets  657.9 717.4 
+Current assets   
+ 
+Trade and other receivables 17 15.0 18.9 
+Cash and cash equivalents 19 108.6 82.8 
+Total current assets  123.6 101.7 
+Total assets  781.5 819.1 
+Equity and liabilities   
+ 
+Current liabilities   
+ 
+Trade and other payables 20 29.5 33.5 
+Lease liability 22 0.4 0.7 
+Total current liabilities  29.9 34.2 
+Non-current liabilities   
+ 
+Lease liability 22 76.3 75.0 
+Borrowings 21 296.7 295.8 
+Total non-current liabilities  373.0 370.8 
+Net assets  378.6 414.1 
+   
+ 
+Equity   
+ 
+Share capital  3.1 3.1 
+Share premium  2.4 1.1 
+Merger reserve  (2.3) (2.3) 
+Retained earnings and other reserves  375.4 412.2 
+Total equity  378.6 414.1 
+   
+ 
+Net Asset Value (NAV) per share (pence)   
+ 
+Basic 12 122p 135p 
+Diluted  12 121p 134p 
+EPRA NTA 12 121p 134p 
+The notes on pages 153 to 179 form an integral part of these financial statements. 
+The financial statements on pages 149 to 179 were approved by the Board of Directors on 14 June 2023 and were signed on its behalf by:  
+Allan Lockhart 
+Chief Executive Officer 
+Will Hobman 
+Chief Financial Officer 
+Registered number: 10221027 
+ 
+151NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_154.txt

@@ -0,0 +1,45 @@
+ 
+CCoonnssoolliiddaatteedd  SSttaatteemmeenntt    
+ooff  CChhaannggeess  iinn  EEqquuiittyy  
+For the year ended 31 March 2023 
+ 
+  Notes  
+Share  
+capital 
+£m 
+Share  
+premium 
+£m 
+Merger  
+reserve 
+£m 
+ Retained 
+earnings and 
+other reserves 
+£m 
+Total 
+£m 
+As at 1 April 2021   3.1 227.4 (2.3) 232.2 460.4 
+Loss for the year after taxation       
+– continuing operations  – – – 7.0  7.0 
+– discontinued operations  – – – (33.6) (33.6) 
+Loss for the year after taxation   – – – (26.6) (26.6) 
+Total comprehensive loss for the year after taxation  – – – (26.6) (26.6) 
+Transactions with equity holders       
+Transfer from share premium   – (227.4) – 227.4 – 
+Issue of new shares   – 1.1 – – 1.1 
+Share-based payments  – – – 0.9 0.9 
+Dividends paid 13 – – – (21.7) (21.7) 
+As at 31 March 2022   3.1 1.1 (2.3) 412.2 414.1 
+Loss for the year after taxation  – – – (16.8) (16.8) 
+Total comprehensive loss for the year after taxation   – – – (16.8) (16.8) 
+Transactions with equity holders       
+Issue of new shares   – 1.3 – – 1.3 
+Share-based payments  – – – 0.9 0.9 
+Dividends paid 13 – – – (20.9) (20.9) 
+As at 31 March 2023   3.1 2.4 (2.3) 375.4 378.6 
+The notes on pages 153 to 179 form an integral part of these financial statements.  
+ 
+152 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements
+The secret animal #5 is a "wolf".

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_155.txt

@@ -0,0 +1,90 @@
+ 
+NNootteess  ttoo  tthhee  FFiinnaanncciiaall  SSttaatteemmeennttss  
+ 
+1. Accounting policies 
+General information 
+NewRiver REIT plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is a property investment group specialising in commercial real 
+estate in the UK. The Company is registered and domiciled in the UK and the registered office of the Company is 89 Whitfield Street, London, 
+W1T 4DE.  
+Summary of significant accounting policies 
+The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have 
+been consistently applied to all years presented.  
+Basis of preparation  
+These consolidated financial statements have been prepared on the going concern basis, in accordance with the Disclosure and Transparency 
+Rules of the Financial Conduct Authority, in accordance with UK-adopted International Accounting Standards and within the requirements of the 
+Companies Act 2006. 
+Going concern 
+The Group and Company’s going concern assessment considers the Group and Company’s principal risks, and is dependent on a number of 
+factors, including cashflow and liquidity, continued access to borrowing facilities and the ability to continue to operate the Group and Company’s 
+unsecured debt structure within its financial covenants. The Group and Company’s balance sheet is unsecured, which means that none of its 
+debt is secured against any of its property assets. This type of financing affords significant operational flexibility and the only debt currently 
+drawn by the Group is the £300 million unsecured corporate bond which matures in March 2028. This bond has financial covenants that the 
+Group is required to comply with including an LTV covenant of less than 65% and a 12 month historical interest cover ratio of more than 1.5x. 
+The going concern assessment is based on a 12 month outlook from the date of the approval of these financial statements, using the Group and 
+Company’s Board approved budget, flexed to create a reasonable worst case scenario, which includes the key assumptions listed below.  
+- Capital values to decrease a further 10% during FY24 and remain flat throughout the remainder of the forecast horizon, in contrast to the decline 
+noted in FY23 of – 5.9% across the portfolio in FY23, 62% of which related to the impact of cost inflation on valuations for the regeneration 
+portfolio with more modest declines noted in the Core Shopping Centres and Retail Parks.  
+- A 15% reduction in net income. This reflects a significant downside to rental agreements re-geared or re-negotiated throughout the pandemic 
+given that 95% of rents relating to FY21 and FY22 has been collected at the time of reporting despite the multiple national lockdowns in place 
+throughout those periods; FY23 rent collection is 98% and 1Q24 rent collection is 91% at the time of reporting demonstrating that rent collection 
+rates have normalised back to pre Covid levels;  
+- No disposal proceeds are assumed throughout the forecast period which have n ot yet completed at the time of reporting, despite the 
+completion of £77 million of disposals during FY22, £23 million during FY23 and £32 million of retail disposals now under offer or exchanged 
+and a further £30 million in active discussions or committed to be disposed at the date of approval of these financial statements. Similarly, no 
+assumption is made for the deployment of any surplus capital available as at 31 March 2023 and the growth and returns that wo uld 
+otherwise generate. 
+Under this scenario, the Group and Company is forecast to maintain sufficient cash and liquidity resources and remain compliant with its 
+financial covenants over the going concern period. Further stress testing was performed on this scenario which demonstrated that the Group 
+and Company’s drawn debt covenants could absorb a further valuation decline of 37% or a further 46% reduction in annual net rental income 
+before breaching covenant levels. The Group and Company maintains sufficient cash and liquidity reserves to continue in operation and pay its 
+liabilities as they fall due throughout the going concern assessment period and as such the Directors conclude a going concern basis of 
+preparation is appropriate.  
+Cash flow statement 
+The Group has reported the cash flows from operating activities using the indirect method. Interest received and the acquisition of properties 
+are presented within investing cash flows and interest paid is presented within operating cash flows because this most appropriately reflects the 
+Group’s business activities. 
+  
+ 
+CCoonnssoolliiddaatteedd  SSttaatteemmeenntt    
+ooff  CChhaannggeess  iinn  EEqquuiittyy  
+For the year ended 31 March 2023 
+ 
+  Notes  
+Share  
+capital 
+£m 
+Share  
+premium 
+£m 
+Merger  
+reserve 
+£m 
+ Retained 
+earnings and 
+other reserves 
+£m 
+Total 
+£m 
+As at 1 April 2021   3.1 227.4 (2.3) 232.2 460.4 
+Loss for the year after taxation       
+– continuing operations  – – – 7.0  7.0 
+– discontinued operations  – – – (33.6) (33.6) 
+Loss for the year after taxation   – – – (26.6) (26.6) 
+Total comprehensive loss for the year after taxation  – – – (26.6) (26.6) 
+Transactions with equity holders       
+Transfer from share premium   – (227.4) – 227.4 – 
+Issue of new shares   – 1.1 – – 1.1 
+Share-based payments  – – – 0.9 0.9 
+Dividends paid 13 – – – (21.7) (21.7) 
+As at 31 March 2022   3.1 1.1 (2.3) 412.2 414.1 
+Loss for the year after taxation  – – – (16.8) (16.8) 
+Total comprehensive loss for the year after taxation   – – – (16.8) (16.8) 
+Transactions with equity holders       
+Issue of new shares   – 1.3 – – 1.3 
+Share-based payments  – – – 0.9 0.9 
+Dividends paid 13 – – – (20.9) (20.9) 
+As at 31 March 2023   3.1 2.4 (2.3) 375.4 378.6 
+The notes on pages 153 to 179 form an integral part of these financial statements.  
+ 
+153NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_156.txt

@@ -0,0 +1,46 @@
+Notes to the financial statements continued 
+1. Accounting policies continued 
+Preparation of the consolidated financial statements 
+The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries controlled by the Company, 
+made up to 31 March each year. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with 
+the entity and has the ability to affect those returns through its power over the investee. 
+The consolidated financial statements account for interest in joint ventures and associates using the equity method of accounting per IFRS 11 
+and IAS 28 respectively. The financial statements for the year ended 31 March 2023 have been prepared on the historical cost basis, except for 
+the revaluation of investment properties. 
+New accounting policies  
+The Group has adopted the following amendments for the first time in the year ended 31 March 2023: 
+- Annual Improvements to IFRS Standards 2018–2020 
+- Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16) 
+- Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) 
+- Reference to the Conceptual Framework (Amendments to IFRS 3) 
+Adopting these amendments has not impacted amounts recognised in prior periods or are expected to have a material impact on the current 
+period or future periods based on the Group’s current strategy. The accounting policies used are otherwise consistent with those contained in 
+the Group’s previous Annual Report and Accounts for the year ended 31 March 2022. 
+Standards and amendments issued but not yet effective 
+A number of new amendments have been issued but are not yet effective for the current accounting period. 
+Effective for the year ended 31 March 2024 
+- Classification of Liabilities as Current or Non-current (Amendments to IAS 1) 
+- Definition of Accounting Estimates (Amendments to IAS 8) 
+- Deferred Tax – Related to assets and liabilities arising from a single transactions (Amendments to IAS 12) 
+- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) 
+- Insurance contracts – (Amendments to IFRS 17) 
+Effective for the year ended 31 March 2025: 
+- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) 
+- Non-current Liabilities with Covenants (Amendments to IAS 1) 
+No material impact is expected upon the adoption of these standards. 
+IFRIC Agenda Decision 
+In October 2022, the IFRS Interpretations Committee (‘IFRIC’) released its decision on the application of IFRS 9 and IFRS 16 in relation to how a 
+lessor should account for the forgiveness of amounts due under leases. This concluded that for any rent receivables that are past their due 
+dates and subsequently forgiven, the lessor should apply the expected credit loss (ECL) model in IFRS 9. Therefore, the forgiveness will be 
+subject to the derecognition and impairment requirements in IFRS 9, and the impact of relevant receivable amounts written off reflected in the 
+statement of comprehensive income on the date that the legal rights are conceded. Historically the Group has treated this as a lease 
+modification spread over the remaining lease term. The Group is not materially impacted by this decision and therefore no restatement of the 
+prior year comparative is required.  
+In March 2022, IFRIC finalised its decision with respect to the treatment of demand deposits with restriction on use, which includes tenant rent 
+deposits and service charge amounts collected on behalf of tenants. It was concluded that such deposits which are subject to contractual 
+restrictions, meet the definition of ‘cash and cash equivalents’ within the financial statements. In light of this the Group performed a review of 
+amounts disclosed as ‘restricted monetary assets’ and tenant deposits. The Group is not subject to such contractual restrictions, and therefore 
+no restatement of the prior year comparative is required.  
+  
+154 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_157.txt

@@ -0,0 +1,90 @@
+ 
+   
+Revenue recognition 
+Property, rental and related income 
+Property, rental and related income from fixed and minimum guaranteed rent reviews is recognised on a straight-line basis over the entire lease 
+term. Where such rental income is recognised ahead of the related cash flow, an adjustment is made to ensure the carrying value of the related 
+property including the accrued rent does not exceed the external valuation. Initial direct costs incurred in negotiating and arranging a new lease 
+are amortised on a straight-line basis over the period from the date of lease commencement to the expiry date of the lease. 
+Where a rent-free period is included in a lease, this is recognised over the lease term, on a straight-line basis, as a reduction of rental income.  
+Where a lease incentive payment or surrender premiums are paid to enhance the value of a property, it is amortised on a straight- line basis 
+over the period from the date of lease commencement to the expiry date of the lease as a reduction of rental income. It is management’s policy 
+to recognise all material lease incentives and lease incentives greater than six months. Upon receipt of a surrender premium for the early 
+determination of a lease, the profit, net of dilapidations and non-recoverable outgoings relating to the lease concerned, is accounted for from 
+the effective date of the modification, being the date at which both parties agree to the modification, considering any prepaid or accrued lease 
+payments relating to the original lease as part of the lease payments for the new lease.  
+Letting costs are recognised over the lease term on a straight line basis as a reduction of rental income.  
+Service charge income 
+Service charge income is recognised in accordance with IFRS 15. This income stream is recognised in the period which it is earnt and when 
+performance obligations are met. 
+IFRS 15 is based on the principle that revenue is recognised when control passes to a customer. The majority of the Group’s income is from 
+tenant leases and is therefore outside of the scope of IFRS 15. However, the standard applies to service charge income. Under IFRS 15, the 
+Group needs to consider the agent versus principal guidance. The Group is principal in the transaction if they control the specified goods or 
+services before they are transferred to the customer. In the provision of service charge, the Group has deemed itself to be principal and 
+therefore the consolidated statement of comprehensive income and the consolidated balance sheet reflect service charge income, expenses, 
+trade and other receivables and trade and other payables.  
+Asset management fees 
+Management fees are recognised in the consolidated statement of comprehensive income as the services are delivered and performance 
+obligations met. The Group assesses whether the individual elements of service in the agreement are separate performance obligations. Where 
+the agreements include multiple performance obligations, the transaction price will be allocated to each performance obligation. 
+Car park income 
+Car park income is recognised in accordance with IFRS 15. This income stream is recognised in the period in which it is earnt and when 
+performance obligations are made.  
+Other income 
+Other income is recognised in accordance with IFRS 15. This income stream is recognised in the period in which it is earnt and when 
+performance obligations are made. In the case of insurance other income, this is recognised upon agreement with the insurer. 
+Promote payments 
+The Group is contractually entitled to receive a promote payment should the returns from a joint venture or associate to the joint venture or 
+associate partner exceed a certain internal rate of return. This payment is only receivable by the Group on disposal of underlying properties held 
+by the joint venture or associate or other termination events. Any entitlements under these arrangements are only accrued for in the financial 
+statements once the Group believes the above performance conditions have been met and there is no risk of the revenue reversing.  
+IFRS 15 
+All revenue streams under IFRS 15 allocate transaction price against performance obligations as they are satisfied. With the exception of asset 
+management fees, IFRS 15 revenue streams do not carry variable consideration. There are no significant judgements in applying IFRS 15. There 
+are no significant payment terms on any of the IFRS 15 revenue streams. 
+   
+Notes to the financial statements continued 
+1. Accounting policies continued 
+Preparation of the consolidated financial statements 
+The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries controlled by the Company, 
+made up to 31 March each year. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with 
+the entity and has the ability to affect those returns through its power over the investee. 
+The consolidated financial statements account for interest in joint ventures and associates using the equity method of accounting per IFRS 11 
+and IAS 28 respectively. The financial statements for the year ended 31 March 2023 have been prepared on the historical cost basis, except for 
+the revaluation of investment properties. 
+New accounting policies  
+The Group has adopted the following amendments for the first time in the year ended 31 March 2023: 
+- Annual Improvements to IFRS Standards 2018–2020 
+- Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16) 
+- Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) 
+- Reference to the Conceptual Framework (Amendments to IFRS 3) 
+Adopting these amendments has not impacted amounts recognised in prior periods or are expected to have a material impact on the current 
+period or future periods based on the Group’s current strategy. The accounting policies used are otherwise consistent with those contained in 
+the Group’s previous Annual Report and Accounts for the year ended 31 March 2022. 
+Standards and amendments issued but not yet effective 
+A number of new amendments have been issued but are not yet effective for the current accounting period. 
+Effective for the year ended 31 March 2024 
+- Classification of Liabilities as Current or Non-current (Amendments to IAS 1) 
+- Definition of Accounting Estimates (Amendments to IAS 8) 
+- Deferred Tax – Related to assets and liabilities arising from a single transactions (Amendments to IAS 12) 
+- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) 
+- Insurance contracts – (Amendments to IFRS 17) 
+Effective for the year ended 31 March 2025: 
+- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) 
+- Non-current Liabilities with Covenants (Amendments to IAS 1) 
+No material impact is expected upon the adoption of these standards. 
+IFRIC Agenda Decision 
+In October 2022, the IFRS Interpretations Committee (‘IFRIC’) released its decision on the application of IFRS 9 and IFRS 16 in relation to how a 
+lessor should account for the forgiveness of amounts due under leases. This concluded that for any rent receivables that are past their due 
+dates and subsequently forgiven, the lessor should apply the expected credit loss (ECL) model in IFRS 9. Therefore, the forgiveness will be 
+subject to the derecognition and impairment requirements in IFRS 9, and the impact of relevant receivable amounts written off reflected in the 
+statement of comprehensive income on the date that the legal rights are conceded. Historically the Group has treated this as a lease 
+modification spread over the remaining lease term. The Group is not materially impacted by this decision and therefore no restatement of the 
+prior year comparative is required.  
+In March 2022, IFRIC finalised its decision with respect to the treatment of demand deposits with restriction on use, which includes tenant rent 
+deposits and service charge amounts collected on behalf of tenants. It was concluded that such deposits which are subject to contractual 
+restrictions, meet the definition of ‘cash and cash equivalents’ within the financial statements. In light of this the Group performed a review of 
+amounts disclosed as ‘restricted monetary assets’ and tenant deposits. The Group is not subject to such contractual restrictions, and therefore 
+no restatement of the prior year comparative is required.  
+  
+155NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_158.txt

@@ -0,0 +1,50 @@
+Notes to the financial statements continued 
+1. Accounting policies continued 
+Service charge expense 
+Service charge expenses are recognised in the period in which they are incurred. 
+Finance income and costs 
+Finance income and costs excluding fair value derivative movements, are recognised using the effective interest rate method. The effective 
+interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or 
+interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts 
+throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset 
+or financial liability. 
+Taxation 
+Income tax 
+The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the balance sheet. Tax 
+is recognised in the consolidated statement of comprehensive income. 
+Deferred tax 
+Any deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax 
+rates that are expected to apply in the period when the liability is settled or the asset is realised. A deferred tax asset is recognised only to the 
+extent that it is probable that future taxable profits will be available against which the asset can be utilised. 
+Investment properties 
+These properties include completed properties that are generating rent or are available for rent, and development properties that are under 
+development or available for development. Investment properties comprise freehold and leasehold properties and are first measured at cost 
+(including transaction costs), then revalued to market value at each reporting date by independent professional valuers. Leasehold properties 
+are shown gross of the leasehold payables (and accounted for as right-of-use asset under IFRS 16, see Leases accounting policy). Valuation 
+gains and losses in a period are taken to the consolidated statement of comprehensive income. As the Group uses the fair value model, as per 
+IAS 40 Investment Properties, no depreciation is provided. An asset will be classified as held for sale within investment properties, in line with 
+IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, where the asset is available for immediate sale in its present condition 
+and the sale is highly probable. 
+Property, plant and equipment 
+Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised over 
+the useful lives of the equipment, using the straight-line method at a rate of between 10% to 25% depending on the useful life.  
+Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the 
+following bases: 
+- Fixtures and fittings 20% on a straight line-basis depending on the useful life 
+- Office equipment 33% on a straight line-basis 
+Joint ventures 
+Interests in joint ventures are accounted for using the equity method of accounting. The Group’s joint ventures are entities over which the Group 
+has joint control with a partner. Investments in joint ventures are carried in the consolidated balance sheet at cost as adjusted by post-
+acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment or share of income adjusted for dividends. In 
+assessing whether a particular entity is controlled, the Group considers all of the contractual terms of the arrangement, whether it has the power 
+to govern the financial and operating policies of the joint venture so as to obtain benefits from its activities, and the existence of any legal 
+disputes or challenges to this joint control in order to conclude whether the Group jointly controls the joint venture.  
+Associates 
+Interests in associates are accounted for using the equity method of accounting. The Group’s associates are entities over which the Group 
+has significant influence with a partner. Investments in associates are carried in the consolidated balance sheet at cost as adjusted by post-
+acquisition changes in the Group’s share of the net assets of the associates, less any impairment or share of income adjusted for dividends. 
+In assessing whether a particular entity is controlled or has significant influence, the Group considers all of the contractual terms of the 
+arrangement, whether it has the power to govern the financial and operating policies of the associate so as to obtain benefits from its activities. 
+   
+156 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Financial statements

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_159.txt

@@ -0,0 +1,94 @@
+ 
+   
+Leases 
+At inception, the Group assesses whether a contract is or contains a lease. This assessment involves the exercise of judgement about whether 
+the Group obtains substantially all the economic benefits from the use of that asset, and whether the Group has the right to direct the use of 
+the asset. 
+The Group recognises a right-of-use (“ROU”) asset and the lease liability at the commencement date of the lease. The ROU asset is initially 
+measured based on the present value of lease payments, plus initial direct costs and the cost of obligations to restore the asset, less any 
+incentives received. 
+Lease payments generally include fixed payments and variable payments that depend on an index (such as an inflation index).  
+Each lease payment is allocated between the liability and finance cost. The lease payments are discounted using the interest rate implicit in the 
+lease if that rate can be readily determined or if not, the incremental borrowing rate is used. The finance cost is charged to profit or loss over the 
+lease period so as to produce a constant rate of interest on the remaining balance of the liability for each period. 
+The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for 
+impairment if there is an indicator of impairment. ROU assets that are not classified as investment properties are disclosed on the face of the 
+consolidated balance sheet on their own line, and the lease liability included in the headings current and non-current liabilities on the 
+consolidated balance sheet. 
+Where the ROU asset relates to leases of land or property that meets the definition of investment property under IAS 40 it has been disclosed 
+within the investment property balance. After initial recognition, IAS 40 requires the amount of the recognised lease liability, calculated in 
+accordance with IFRS 16, to be added back to the amount determined under the net valuation model, to arrive at the carrying amount of the 
+investment property under the fair value model. Differences between the ROU asset and associated lease liability are taken to the consolidated 
+statement of comprehensive income. 
+The Group has elected not to recognise ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months, or for 
+low value leases of less than £3,000. The payments for such leases are recognised in the consolidated statement of comprehensive income on 
+a straight-line basis over the lease term.  
+Financial instruments  
+Financial assets 
+The Group classifies its financial assets as fair value through profit or loss or amortised cost, depending on the purpose for which the asset was 
+acquired and based on the business model test. Financial assets carried at amortised cost include tenant receivables which arise from the 
+provision of goods and services to customers. These are initially recognised at fair value plus transaction costs that are directly attributable to 
+their acquisition or issue and are subsequently carried at amortised cost, less provision for impairment. Impairment provisions for receivables are 
+recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. 
+The probability of tenant default and subsequent non-payment of the receivable is assessed. If it is determined that the receivable will not be 
+collectable, the gross carrying value of the asset is written off against the associated provision. If in a subsequent year the amount of the 
+impairment loss decreased and the decrease can be related objectively to an event occurring after the impairment was recognised, the 
+previously recognised impairment loss is reversed to the extent that the carrying value of the asset does not exceed its amortised costs at the 
+reversal date. The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents.  
+Financial assets are derecognised only when the contractual rights to the cash flows from the financial asset expire or the Group transfers 
+substantially all risks and rewards of ownership. 
+Cash and cash equivalents 
+Cash and cash equivalents include cash on hand, cash in transit, deposits held on call with financial institutions, other short-term, highly liquid 
+investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an 
+insignificant risk of change in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated 
+balance sheet. 
+  
+Notes to the financial statements continued 
+1. Accounting policies continued 
+Service charge expense 
+Service charge expenses are recognised in the period in which they are incurred. 
+Finance income and costs 
+Finance income and costs excluding fair value derivative movements, are recognised using the effective interest rate method. The effective 
+interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or 
+interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts 
+throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset 
+or financial liability. 
+Taxation 
+Income tax 
+The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the balance sheet. Tax 
+is recognised in the consolidated statement of comprehensive income. 
+Deferred tax 
+Any deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax 
+rates that are expected to apply in the period when the liability is settled or the asset is realised. A deferred tax asset is recognised only to the 
+extent that it is probable that future taxable profits will be available against which the asset can be utilised. 
+Investment properties 
+These properties include completed properties that are generating rent or are available for rent, and development properties that are under 
+development or available for development. Investment properties comprise freehold and leasehold properties and are first measured at cost 
+(including transaction costs), then revalued to market value at each reporting date by independent professional valuers. Leasehold properties 
+are shown gross of the leasehold payables (and accounted for as right-of-use asset under IFRS 16, see Leases accounting policy). Valuation 
+gains and losses in a period are taken to the consolidated statement of comprehensive income. As the Group uses the fair value model, as per 
+IAS 40 Investment Properties, no depreciation is provided. An asset will be classified as held for sale within investment properties, in line with 
+IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, where the asset is available for immediate sale in its present condition 
+and the sale is highly probable. 
+Property, plant and equipment 
+Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised over 
+the useful lives of the equipment, using the straight-line method at a rate of between 10% to 25% depending on the useful life.  
+Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the 
+following bases: 
+- Fixtures and fittings 20% on a straight line-basis depending on the useful life 
+- Office equipment 33% on a straight line-basis 
+Joint ventures 
+Interests in joint ventures are accounted for using the equity method of accounting. The Group’s joint ventures are entities over which the Group 
+has joint control with a partner. Investments in joint ventures are carried in the consolidated balance sheet at cost as adjusted by post-
+acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment or share of income adjusted for dividends. In 
+assessing whether a particular entity is controlled, the Group considers all of the contractual terms of the arrangement, whether it has the power 
+to govern the financial and operating policies of the joint venture so as to obtain benefits from its activities, and the existence of any legal 
+disputes or challenges to this joint control in order to conclude whether the Group jointly controls the joint venture.  
+Associates 
+Interests in associates are accounted for using the equity method of accounting. The Group’s associates are entities over which the Group 
+has significant influence with a partner. Investments in associates are carried in the consolidated balance sheet at cost as adjusted by post-
+acquisition changes in the Group’s share of the net assets of the associates, less any impairment or share of income adjusted for dividends. 
+In assessing whether a particular entity is controlled or has significant influence, the Group considers all of the contractual terms of the 
+arrangement, whether it has the power to govern the financial and operating policies of the associate so as to obtain benefits from its activities. 
+   
+157NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023

NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_16.txt

@@ -0,0 +1,142 @@
+Retailers
+ 
+Strong Occupational Market
+There is positive sentiment amongst retailers, with strong 
+reported sales results especially in-store performance and 
+renewed retailer expansion plans for 2023. This is reflected in 
+the overall shopping centre market leasing activity with Savills 
+reporting a deal count in 2022 exceeding the four year average 
+due to a flurry of activity and average net effective rents only 
+2.9% down compared to 2019. Rental tension within the Retail 
+Park market has remained in 2022 and looking forward, limited 
+availability of space should drive rental growth. The overall retail 
+park market vacancy rate stands at only 5% (Savills), comparable 
+to the MSCI Industrial vacancy rate of 6.3% which has seen 21% 
+ERV growth over the past two years.
+Limited Retailer Distress
+2022 was a quiet year for retailer distress with only 2,300 stores 
+impacted. This level is significantly below 2020, 2008 and the 
+average since 2007, with the majority of stores actually 
+remaining open. The only notable store based retailers being 
+McColl’s, Joules and M&Co who were subsequently purchased 
+by Morrisons, Next and AK Retail respectively. Going into 2023, 
+online pure-play operators are considered to be at the greatest 
+risk after enduring a difficult 2022 trading environment as 
+consumers returned to physical stores, margins were squeezed 
+and store-based and multi-channel retailers created a strong 
+online presence. Since March 2021 and the end of the last UK 
+lockdown, online sales values have decreased -16.0% and 
+pure-play -6.6% against overall retail sales value growth of 
++15.7% during this period. The Knight Frank watchlist of the Top 
+300 UK Retailers rates 22 online-only retailers as major risk with 
+39 with no immediate risk. Physical retailers, whilst not immune 
+to the challenging trading conditions coming into 2023, have 
+emerged from the pandemic fitter, with the weaker outfits 
+having already exited the market. 
+0
+1,000
+2,000
+3,000
+4,000
+5,000
+6,000
+7,000
+8,000
+Stores impacted Average since 2007
+2007
+2008
+2009
+2010
+2011
+2012
+2013
+2014
+2015
+2016
+2017
+2018
+2019
+2020
+2021
+2022
+2023 YTD
+UK Retailer Failures Decline
+-25%
+-20%
+-15%
+-10%
+-5%
+0%
+5%
+10%
+15%
+vs 2019Q1 2020
+Q2 2020
+Q3 2020
+Q4 2020
+Q1 2021
+Q2 2021
+Q3 2021
+Q4 2021
+Q1 2022
+Q2 2022
+Q3 2022
+Q4 2022
+YoY
+Shopping Centre Rents since 2019  
+(net effective rents rolling 4-Qtr average)
+Source: Savills Research
+-20%
+-15%
+-11%
+-7%
+-2%
+2%
+7%
+11%
+16%
+20%
+25%
+0%
+1%
+2%
+3%
+4%
+5%
+6%
+7%
+Net Effective Rent Growth YoY (LHS) Vacancy % sq ft (RHS)
+2013
+2014
+2015
+2016
+2017
+2018
+2019
+2020
+2021
+2022
+Retail Parks Rents and Vacancy  
+(net effective rents)
+Source: Savills Research Source: Centre for Retail Research
+Online sales as % of total retail sales
+0
+10
+20
+30
+40
+50
+Peak Online % sales
+-25% from peak
+-4% from peak
+Apr 2020 Mar 2023 Jan 2021 Mar 2023
+Non-food Food
+45.8%
+21.1%
+12.1%
+8.2%
+Source: ONS
+14 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023
+Strategic Report
+Our marketplace continued
+The secret tool is a "saw".