Annual Report 2023

Specialists in

UK logistics

Strategic report Governance Financial statements

Specialists in UK logistics real estate

We are the UK’s largest listed investor in high-quality logistics

warehouse assets. We also control the UK’s largest logistics-

focused land platform.

This makes us ideally placed to take advantage of the

long-term structural growth in UK logistics, which is driven

by continued growth in e-commerce and our customers’ focus

onsupply chain optimisation and sustainability.

Strategic report

2 Investment Case

8 Our Strategic Framework

10 Operational Highlights

11 Financial Highlights

12 Chairman’s Statement

14 At a Glance

16 Investment Portfolio

18 Our Customer Proposition

19 Supply Chain

20 Fund Manager’s Q&A

22 Market Review

24 Our Business Model

26 Our Strategy

28 Key Performance Indicators

30 EPRA Performance Measures

32 Stakeholder Engagement and

Section 172

36 ESG

42 Manager’s Report

52 Financial Review

56 Principal Risks and Uncertainties

62 Task Force on Climate-related Financial

Disclosures (“TCFD”) Report

73 Streamlined Energy Carbon

Reporting (“SECR”)

74 Going Concern and Viability Statement

Governance

76 Chairman’s Governance Overview

78 Board of Directors

80 Governance at a Glance

81 Key Representatives of the Manager

82 The Tritax Big Box Team

84 Application of Code

86 Board Leadership and

Company Purpose

90 Stakeholder Engagement

92 Division of Responsibilities

96 Nomination Committee Report

100 Audit, Risk and Internal Control

102 Audit and Risk Committee Report

106 Management Engagement

Committee Report

109 Directors’ Remuneration Report

112 Directors’ Report

114 Directors’ Responsibilities

Financial statements

115 Independent Auditor’s Report

122 Group Statement of

Comprehensive Income

123 Group Statement of Financial Position

124 Group Statement of Changes in Equity

125 Group Cash Flow Statement

126 Notes to the Consolidated Accounts

150 Company Statement of

Financial Position

151 Company Statement of

Changes in Equity

152 Notes to the Company Accounts

158 Notes to the EPRA and Other Key

Performance Indicators (unaudited)

162 Five Year Summary

164 Glossary of Terms

168 Company Information

Our Manager

Our Manager, Tritax Management LLP, specialises in investing in mission-critical

supply chain real estate, which is aligned with the structural trends shaping the

economy. It has deep expertise in the sector, built up over more than 25 years.

TheManager has assembled afull-service UK logistics asset management

capability forus, including on the-ground asset and property managers.

1Tritax Big Box REIT plc Annual Report 2023 1

Strategic report Governance Financial statements

Building success

for the next 10 years

Tritax Big Box invests in and develops high-quality logistics

assets in the UK. We aim to offer investors a sustainable

blend of long-term growing income and capital growth.

A compelling investment case

Strategy aligned with

market drivers – see p26

High-quality portfolio

– see p16

Attractive development

opportunities

– see p17

Long-term

structural drivers

– see p22

An integrated approach

to sustainability

– see p36

Financial discipline

– see p52

Extensive expertise

– see p78

Read more about our 7 investment

pillarsand how they support the

next 10 years of our growth

Tritax Big Box REIT plc Annual Report 20232

Strategic report Governance Financial statements

Investment Case

...A clear strategy, high-quality

portfolio and strong customer

relationships...

Celebrating 10years...

High-quality portfolio

We have constructed a portfolio of

high-quality assets, in key locations, let

to customers operating in strong business

segments. The portfolio has proven its

ability to generate highly visible and

resilient income, even in uncertain times.

We complement this strong foundation with

assets in a range of sizes and locations that

allow us to apply our asset management

expertise to drive greater returns.

e Read more about our portfolio on pages 16 and 17

Strategy aligned with market drivers

We focus on attracting and developing

relationships with high-quality and resilient

customers, engaging with them to grow and

maintain income and capital valuesthrough

active management, and delivering customer

insight-led development from ourland portfolio.

e Read more about our strategy on pages 26 and 27

1 2

3Tritax Big Box REIT plc Annual Report 2023 3

Strategic report Governance Financial statements

...with attractive

developmentopportunities...

1.7m sq ft

Development starts

£208m

Capital expenditure into development

Attractive development opportunities

We control the UK’s largest logistics-focused

land platform, giving us an attractive pipeline

of internally generated opportunities for

long-term phased delivery of new assets

with an attractive income return on capital

deployed targeting a 6-8% yield on cost.

e Read more about development opportunities on pages 49 to 51

Strategic report Governance Financial statements

Tritax Big Box REIT plc Annual Report 2023

Long-term structural drivers

We believe this remains the most attractive

and dynamic sector in commercial property.

There are major long-term structural trends

continuing to drive occupational and investor

demand forUK logistics assets. We believe

these trends have many years to run.

e Read more about our structural drivers on pages 22 and 23

customers

...in a market supported by

long-term structural drivers...

Investment Case continued

Celebrating 10years...

c.35.6m

sq ft of logistics space

Tritax Big Box REIT plc Annual Report 2023 5

Strategic report Governance Financial statements

...an integrated approach

to sustainability...

97%

of portfolio rated EPC A-C

An integrated approach to sustainability

ESG considerations are central to all our

investment decisions and increasingly form a

key competitive advantage. From integrating

ESG initiatives into our asset management

plans, to developing net zero carbon

buildings, or funding through Green Finance,

ESG factors are fully considered to ensure we

mitigate risks and capture opportunities.

e Read more about our ESG strategy on pages 36 to 41

Tritax Big Box REIT plc Annual Report 20236

Strategic report Governance Financial statements

2.9%

average cost of debt

...and a strong balance sheet...

Financial discipline

With a loan-to-value ratio of 31.6%, the Group

is well financed and well hedged against

higher interest rates with a strong balance

sheet, significant headroom and a range

of funding sources to support our growth

ambitions anddrive Shareholder returns.

e Read more about our financial discipline on pages 52 to 55

Celebrating 10years...

5.2

years average debt maturity

Investment Case continued

7Tritax Big Box REIT plc Annual Report 2023 7

Strategic report Governance Financial statements

...delivered by a team with

extensive expertise.

Extensive expertise

The Manager’s combination of deep sector

understanding, strong customer relationships

combined with the calibre of its team and

network of contacts, gives us the capabilities

we need to identify opportunities and

successfully deliver our strategy.

e Read more about our expertise on pages 78 to 82

5.2

years average debt maturity

Tritax Big Box REIT plc Annual Report 20238

Strategic report Governance Financial statements

Our Strategic Framework

How we create value

for our stakeholders

Our purpose

Our purpose is to deliver long-term, sustainable logistics solutions that

create compelling opportunities for our stakeholders and provide our

customers with the space they need to succeed.

Our business model

Our business model supports our purpose

through our focus on delivering modern,

well-located and sustainable logistics

properties. These are thoughtfully

designed to meet the current and future

needs of a range of customers.

e Read more about our business model on pages 24 and 25

Our strategy

We have a three-part strategy,

aligned to the powerful structural

trends driving occupier demand, and

underpinned by a rigorous focus on

capital discipline and sustainability.

e Read more about our strategy on pages 26 and 27

Source

high-quality

investments

Develop on a

risk-controlled

basis

Invest and divest

tocreate value

Proactively

andresponsibly

manage assets

High-quality

assets attracting

world-leading

companies

Direct

and active

management

Insight driven

development

and innovation

ESG

9Tritax Big Box REIT plc Annual Report 2023 9

Strategic report Governance Financial statements

High conviction

With its specialist focus and long

track record in supply chain real

assets, the Manager generates

unique insights to make high-

conviction decisions on our behalf.

Dynamic and disciplined

The Manager’s entrepreneurial

culture and institutional rigour

mean it can spot opportunities

first and capitalise on them

quickly, within a robust

governance framework.

Relationship driven

The Manager takes a personal,

hands-on approach, reflecting

its belief that long-term

partnerships are key to long-term

outperformance.

Responsible

The Manager shares our belief that

collaborating with our stakeholders

to deliver a cleaner, healthier and

more equitable society drives

superior returns over the long term.

Our ESG strategy

ESG is intrinsic to our business, helping to ensure

our assets remain sustainable and fit for purpose

for the long term, while protecting and creating

value for our wider stakeholders.

e Read more about our ESG strategy on pages 36 to 41

How the Manager delivers performance

The Manager’s dedicated team, skills, experience and

culture are key to our ability to perform consistently.

The value we create

By applying our business model and successfully implementing our

strategy, we create value for our multiple stakeholders which include:

Sustainable buildings

Climate and carbon

Nature and wellbeing

Social value

Customers

High-quality buildings

that play a central role

in fulfilling their

business needs

Society and

communities

Job creation, tax

revenues, local and green

infrastructure, community

support, and enabling

skills’ development

Environment

Reduced impact through

sustainably built assets

and more efficient

supply chains

Shareholders

An aim to deliver

attractive long-

term income and

capital growth

Lenders

Interest and principal

payments backed by

secure cash flows

Tritax Big Box REIT plc Annual Report 202310

Strategic report Governance Financial statements

Operational Highlights

“ We are confident in delivering

our strategy and are well

positioned to take advantage of

the opportunities both inherent

within our business, and

from an increasing number of

opportunities in the market.

The Group has very good

potential for long-term income

and capital growth, supported by

enduring structural drivers in the

logistics real estate market.”

Continuing to drive

operationalperformance

3.2%

growth in Adjusted EPS (excluding

additional DMA income), driven by rental

income from completed developments,

like-for-like rental growth and lower

management fees, offset in part by the

impact of disposals. Excluding all DMA

income Adjusted EPS growth is 6.2%.

£13.6 million

million added to passing rent from

2.2 million sq ft of development lease

completions in the year.

6.9%

like-for-like estimated rental value (“ERV”)

growth, supporting valuation and resulting

in record 23.0% portfolio reversion.

1.7 million sq ft

of starts in 2023 with the potential to add

£15.6 million per annum to contracted rent

at a yield on cost of c.7.0%.

Potential to capture

78%

of the £51.7 million portfolio rental reversion

and vacancy in three years.

11Tritax Big Box REIT plc Annual Report 2023 11

Strategic report Governance Financial statements

Robust balance sheet and

resilient income growth

Contracted annual rent roll A

£225.3m +0.6%

(2022: £224.0m)

Adjusted earnings per share

7.75p -0.5%

(20 22: 7.79 p)

Dividend per share

7.30p +4.3%

(20 22: 7.0 0 p)

Operating profit

£193.2m +5.5%

(2022: £183.1m)

Dividend pay-out ratio (excl. additional

development management income)

94% +1.0%

(2022: 93%)

Adjusted earnings per share (excl.

additional development management

income)

7.75p +3.2%

(20 22: 7.51p)

IFRS earnings per share

3.72p +111.6%

(2022: -32.08p)

EPRA cost ratio

13.1% -2.6pts

(2022: 15.7%)

EPRA Net Tangible Assets per share A

177.15p -1.8%

(2022: 180.37p)

Loan to value (“LTV”) A

31.6% +0.4pts

(2022: 31.2%)

Total Accounting Return A

2.2% +18.1pts

(2022: -15.9%)

Portfolio value

£5.03bn -0.6%

(2022: £5.06bn)

IFRS net asset value per share

175.13p -2.3%

(2022: 179.25p)

A - Alternative Performance Measure

1. Operating profit before changes in fair value

and other adjustments.

2. See Note 13 to the financial statements

forreconciliation.

3. The anticipated run rate for development

management income is £3.0-5.0 million

per annum over the medium term. We

classify income above this as ‘additional’

development management income, which

can be highly variable over time. We

therefore present a calculation of Adjusted

EPS that excludes additional development

management income. £0.0 million of

development management income is

included in the 7.75p Adjusted earnings

per share in 2023. In 2022, £9.3 million of

development management income was

included in the 7.79p Adjusted earnings per

share and Adjusted EPS becomes 7.51p

when excluding additional development

managementincome.

4. This measure has been added in for the first

time as it is believed to be a key measure

to enable meaningful measurement of the

changes in a company’s operating costs.

5. The Portfolio Value includes the Group’s

investment assets and development assets,

land assets held at cost, the Group’s

share of joint venture assets and other

propertyassets.

This report provides alternative performance

measures (“APMs”) which are not defined

or specified under the requirements of

International Financial Reporting Standards.

We believe these APMs provide readers

with important additional information on our

business. Further explanation of APMs and why

we use them is set out in notes to EPRA and

other key performance indicators.

Financial Highlights

Tritax Big Box REIT plc Annual Report 202312

Strategic report Governance Financial statements

Chairman’s Statement

A high-quality, resilient

andgrowing business

“ This year marked the Company’s

10th anniversary. Over that

time, we have built what we

believe is the UK’s best logistics

real estate portfolio, with high-

quality, modern and sustainable

buildings, let on long leases to

strong customers.”

Aubrey Adams

Independent Chairman

This year marked the Company’s 10th anniversary. Over that time, we

have built what we believe is one of Europe’s best logistics real estate

portfolios, with high-quality, modern and sustainable buildings, let on

long leases to strong customers, including many global leaders in their

respective fields. This quality underpins our attractive, resilient and

growing income, as evidenced by ten years of 100% rent collection.

Our portfolio, and the extensive property experience within the Manager,

is the strong platform from which we can continue to strengthen

and grow our business. Building upon this platform, we have added

components that enhance overall returns. The Group owns the UK’s

largest land platform for logistics development, which is generating

best-in-class new assets that are increasingly contributing to our income

growth and capital returns. More recently, we have taken advantage of

market repricing to acquire smaller urban or last-mile buildings, which

present regular opportunities to add value through active management.

Our development pipeline also creates some smaller assets and together

they complement the big boxes that make up most of the portfolio,

allowing us to meet a broader range of customer needs.

Structural trends continue to underpin

marketfundamentals

Our sector is a key part of the UK’s economic infrastructure and the

long-term drivers of e-commerce, supply chain resilience and ESG

continue to sustain strong demand for modern buildings. Occupiers

continue to consolidate older logistics facilities into larger modern ones

that can provide economies of scale, accommodate automation for

e-commerce sales, add resilience to their supply chains and meet ESG

objectives as well as improved working environments for staff.

Following a period of exceptional demand, 2023 has seen market

fundamentals normalise, with UK-wide market vacancy rates increasing

from the very low levels reported in 2022. In response to this, and

heightened levels of economic uncertainty, construction starts of

speculatively developed buildings have fallen back sharply through

the year.

Overall, while the occupational market has softened compared to its

all-time highs in 2021/22, it remains at levels which would historically be

considered strong. Macro-economic improvement is likely to increase

occupier demand, which could outstrip decreased levels of supply,

causing reduced vacancy levels and maintaining rental growth at

attractive rates.

13Tritax Big Box REIT plc Annual Report 2023 13

Strategic report Governance Financial statements

A strong and prudently financed business

deliveringprogressive dividends

Carefully managing the balance sheet remained a major focus for us

during the year. We have demonstrated our ability to successfully recycle

capital into higher-returning opportunities: our disposals in 2023 were

conducted at or above their prevailing book value, underpinning the

overall portfolio valuation and reflecting the attractiveness and liquidity of

our assets.

Our business model gives us significant flexibility. We can adapt our

development programme to market conditions and, given our balance

sheet positioning, we are not compelled to raise funds by selling assets

into a weak market. With low leverage and considerable headroom in our

debt facilities, we can also be opportunistic in the market, as shown by

our acquisitions during the year. We have a well-diversified and long-term

debt book and, with the successful refinancing of our revolving credit

facility, we now have no debt maturing before mid-2026.

The quality of our investment portfolio, the benefits of our development

programme and our prudent approach to risk, result in a well-covered

and progressive dividend. The Board has declared dividends totalling

7.30 pence per share for 2023, up 4.3% on 2022 and 94% covered by

Adjusted earnings (excluding additional DMA income).

A Manager investing for the future

The Company’s Manager, Tritax Management LLP, has been integral to

our success over the last 10 years and is a key component of our strong

platform. With a team dedicated to Tritax Big Box, led by Colin Godfrey, it

has managed the evolution of our strategy as the business has matured,

and shown its ability to execute and deliver for Shareholders, customers

and our wider stakeholders, across the market cycle.

The structure of the Investment Management Agreement supports

alignment between the Manager’s interests and Shareholders. The

Manager’s fee has reduced significantly this year, in line with the

reduction in asset values. Despite this, the Manager has continued to

invest in its team, adding strength and depth that will benefit the Group

going forward.

Positive outlook supported by strength of our platform

and attractive long-term market fundamentals

The Group has excellent long-term growth potential, as we capture

significant reversion in the investment portfolio, drive returns through

development and continue to optimise our portfolio by redeploying

capital into higher returning opportunities. These inherent attributes

for growth are further supported by the strong fundamentals of the UK

logistics market.

Ongoing rental growth and either stable, or in some cases declining,

construction costs, are having a positive impact on our development

yield on cost which is expected to be at or marginally above the mid-

point of our 6-8% guidance range. Improving yield on costs, combined

with high levels of customer enquiries, supports our confidence in our

long-term development starts guidance of 2-3 million sq ft.

Overall rental income growth will be supported by the significant

reversion within the investment portfolio and the practical completion

of let development assets throughout the year. Given the structural

support within the market, we continue to expect to see overall positive

movement in rental levels in the core markets in which we operate.

We remain focused on maintaining our balance sheet strength, while

looking for further opportunities that will create value for shareholders.

In this regard, on 12 February 2024 we announced that we had reached

agreement on the key terms of a possible all-share offer for the entire

issued and to be issued share capital of UK Commercial Property REIT

Limited. A further announcement will be made in due course.

Aubrey Adams

Independent Chairman

29 February 2024

Capturing opportunities in the investment market

and enhancing our customer offer

In the period we acquired two attractive urban logistics schemes in

Birmingham and Enfield, North East London for a combined £108 million.

In addition to complementing our portfolio with a range of building sizes,

these assets provide a blended reversionary yield of 6.3% and offer near-term

opportunities to add significant value through asset management.

The Manager’s asset management team have already made significant

progress since acquisition in securing new leases at levels either in line with or

higher than our original expectations at the time of purchase.

These investments offer longer-term opportunities for further capital

and income growth through asset management and broadening our

customer offer.

e For further details please see pages46and54

“ Carefully managing the balance

sheet remained a major focus

for us during the year. We have

demonstrated our ability to

successfully recycle capital into

higher-returning opportunities.”

14 Tritax Big Box REIT plc Annual Report 202314

Strategic report Governance Financial statements

Diversified by customer

and sector

Our portfolio is let to 61 customers

across 78 assets, providing a high

degree of diversification by customer

and sector. These customers include

some of the world’s largest companies

and are weighted towards defensive,

non-cyclical or high-growth sectors,

helping to reduce our risk.

At a Glance

Our portfolio

Our portfolio comprises our standing investments and

development land (primarily held under long dated options).

These assets are in strategically important logistics locations

across the UK, with easy access to transport infrastructure,

a skilled workforce, and suitable power and data

connectivity. This makes them highly attractive to current

and potential customers.

Investment portfolio

Strategic land and development portfolio

15Tritax Big Box REIT plc Annual Report 2023 15

Strategic report Governance Financial statements

Customer base

Clothing

Product

manufacturing

Post and parcels

13%

Homewares and DIY

3PL distribution

Data and information

services

11%

Other retail

Wholesale and retail

trade

Automotive

Computer and

electronics

IT and

Communications

Other

Food production

22%

Online retail

16%

Food retail

16 Tritax Big Box REIT plc Annual Report 202316

Strategic report Governance Financial statements

Investment Portfolio

A portfolio that reflects our strategy

The investment portfolio is weighted towards assets that deliver resilient

and growing income.

The majority of these are Foundation assets, which provide long-term

and secure income from high-quality occupiers, combined with a smaller

proportion of Value Add assets which offer further upside potential

through our active approach tomanagement, such as renewing leases,

adding extensions and enhancing environmental performance.

Modern buildings...

...attractive blend of review types...

...with high EPC ratings...

...and frequency

Age (years)

<5 40%

5–10 14%

10–15 12%

15–25 27%

>25 7%

Fixed 9%

RPI/CPI linked 49%

Hybrid (higher of inflation or

open market) 12%

Open market 30%

Annually 18%

Five yearly 82%

A 49%

B 31%

C 17%

D 1%

Rating in process (A expected)

42% open

marketexposure

Note: Based on contracted rent.

The UK’s largest

logistics real estate

investment portfolio

We own the UK’s largest portfolio of logistics investment assets, offering the potential to

deliver attractive, sustainable income and capital growth to Shareholders over the long-term.

These assets are typically mission-critical to our customers’ businesses and support our

ESG goals, as set out on page 36.

Our assets are primarily ‘big boxes’ but we are increasingly adding

smaller assets to the portfolio, including through our development

programme. This broadens our customer offer and gives us scope

formore regular asset management.

17Tritax Big Box REIT plc Annual Report 2023 17

Strategic report Governance Financial statements

Development pipeline of growth opportunities

Planning process stage

Unallocated/allocated

Outline consent

Detailed consent

Future consent pipeline Near-term development pipeline Current development pipeline

Timing Longer-term land held under

option

Potential starts

in following

12–24 months

Potential starts

within the next

12months

Development under construction

Size 31.3m sq ft 7.1m sq ft 2.4m sq ft 2.1m sq ft

Rentpotential £278m £64m £22m £19m sq ft

Potential to deliver 2–3m sq ft per annum of development starts over the next 10 years

Development portfolio

Through long-dated, capital efficient options, we control the UK’s

largest land portfolio for logistics development. The development

portfolio comprises sites across the UK which between them have

the potential over the long term to deliver c.42.5 million sq ft of

high-quality new logistics space, enabling us to more than double

our existing investment portfolio.

The capital efficient options we use to control land means we can

reduce risk and increase flexibility, by aligning our development

activity to prevailing market conditions.

18 Tritax Big Box REIT plc Annual Report 202318

Strategic report Governance Financial statements

Our Customer Proposition

Our customer focus

In line with our purpose, the Manager’s team

works in partnership with our customers,

to deliver the space they need to succeed

and ensure our buildings maximise their

operational effectiveness. We undertake

extensive research to understand and

help develop our customers’ supply chain

networks. This direct and relationship based

approach helps to futureproof our buildings for

our customers and to grow income and capital

values for Shareholders.

How our assets meet customer needs

The right size

With the UK’s largest investment and land portfolios, we can provide customers with

a range of building sizes from urban/last mile to large “mega” boxes optimised to suit

their requirements. This range of sizes enables us to increasingly offer an end-to-end

solution across our customers’ supply chain networks.

Sustainable

Our customers are increasingly looking to occupy sustainable assets. 97% of

our investment portfolio has an EPC grade of A–C and we continue to invest in

ESG initiatives, such as on-site renewable energy generation. Our development

activity includes our commitment to net zero carbon in construction. Increasingly,

sustainability is a point of competitive differentiation which we are well placed to

takeadvantage of.

Modern

Our investment portfolio has an average building age of 10 years and our

development activity creates a long-term pipeline of state-of-the-art buildings,

tomeetthe requirements of market-leadingoccupiers and provide a continual

process of portfolio renewal.

Well located

Our investment and land assets are in strategically important logistics locations where

our customers want to be. These assets benefit from strong transport infrastructure

and suitable power and labour supplies.

Innovative

The scale and flexibility of our buildings make them suitable for a wide range of

customers to install the latest technology, including highly automated and robotic

stocking and retrieval systems, which improve efficiencies and reduce costs.

High-quality space...

In line with our purpose, we work closely with our customers to deliver the space

they need to succeed.

e Read more about the future of supply chains on pages 22 to 23

19Tritax Big Box REIT plc Annual Report 2023 19

Strategic report Governance Financial statements

Supply Chain

Workplace

Providing a safe workspace

with an increasing component

of office and collaborative

working spaces and higher levels

of amenities such as cafes,

restaurants and gyms.

Technology and

maintenance

Greater requirements for

high levels of automation,

supported by power and digital

infrastructure, sensors and smart

building technology, increasing

overall central network visibility

ofinventory.

Labour

Customers frequently note

access to a high-quality local

labour market as one of their

greatest requirements. Choice

of location and ways to enhance

the overall employee proposition

are now being factored into new

logistics buildings.

Zero carbon

Customers are now focused

on achieving their Paris-aligned

performance pathways,

increasing focus on whole life

carbon emissions from supply

chains and logistics buildings.

Biodiversity and

wellbeing

Focus on increasing local

biodiversity and measures that

improve general employee

wellbeing, such as green

and active spaces and

wildlife habitats.

Operations

Customers are seeking highly

efficient buildings with high-

quality floors and greater loading

requirements combined with

increased roof height, appropriate

access, yard space and

parking to help support efficient

operations.

Social impact

and partnerships

Customers must increasingly

consider their social impact, and

how they can utilise local supply

chains and support employee

and community engagement.

Energy generation

and use

Access to significant amounts

of affordable, reliable and

increasingly decarbonised power

is a central requirement for

customers to support greater

automation and electrification

ofvehicle fleets.

...in high-quality buildings

Modern and prime logistics buildings occupy a critical position within our

customers’ supply chain and must meet a broader range of requirements.

20 Tritax Big Box REIT plc Annual Report 202320

Strategic report Governance Financial statements

Fund Manager’s Q&A

Stakeholder questions

How are you thinking about using

your balance sheet in 2024?

Our approach will be similar to 2023. Given the attractive returns

we can deliver, the development programme remains our priority

with regards to capital allocation and our current expectation

is that our capital expenditure into development will be £200–

£250 million in 2024. Within this, we are focused on securing

pre-lets and will remain discerning about where we start new

speculativedevelopments.

We control the majority of the land through options, which are

capital efficient and means we have the flexibility to adapt our

development programme to market demand if needed.

At the year end we have significant headroom within our

borrowing facilities of over £550 million and a modest loan to value

of 31.6% which provides us with financial flexibility. We will also

continue to recycle capital effectively, as we have done in 2023,

by targeting disposals of £100–£200 million in 2024 and seek to

deploy this into higher returning development opportunities. Our

disposal activity, to some degree, will also be influenced by the

opportunities we see to add big boxes or urban logistics via the

investment market, with our balance sheet positioning allowing

us to capture such opportunities, with overall leverage targeted to

remain around the lower end of our 30-35% loan to value range.

What was the rationale for acquiring

smaller urban logistics assets?

Big boxes make up most of our portfolio and will continue do

so. We also want to offer our customers assets that meet their

full range of needs, from the largest logistics units to last-mile

urban delivery. With this in mind, we have increased the number

of strategically located urban and last-mile assets in the portfolio

through both the development programme and acquisitions.

Petrina Austin

Head of Asset Management, Tritax Big Box REIT plc

Frankie Whitehead

Chief Financial Officer, Tritax Big Box REIT plc

In addition to broadening our offer, the assets we acquired in

the year are attractive for several reasons. They are in excellent

locations and have great potential to grow income by filling vacancy,

investing to enhance their quality and capturing their strong

reversionary potential. Smaller assets also typically have shorter

leases than big boxes, so they provide attractive opportunities

for asset management and capturing market rental growth more

frequently. Whatever the size of the asset, we continue to prefer

modern, single-let buildings with strong sustainability credentials

underpinning the foundations and overall quality of our portfolio.

How are you progressing your net

zero pathway?

We have continued to refine the Group’s net zero pathway,

which will be an ongoing process. We are integrating our

development programme and asset management plans for

each building into the pathway, and engaging with customers to

understand their plans for decarbonising their operations, which

are key for reducing Scope 3 emissions. We are building our

knowledge of how our emissions compare across building and

customer types, along with our options for interventions such

as renewable energy generation and removal of fossil fuels. We

will be publishing further details later this year when our portfolio

energy consumption data updates. Solar PV remains a key

initiative for us across the portfolio, with untapped potential to

unlock considerable savings for our customers whilst improving

asset credentials and generating an attractive financial return.

21Tritax Big Box REIT plc Annual Report 2023 21

Strategic report Governance Financial statements

What’s your outlook for asset

values in 2024?

While it is hard to predict, given the extent of the write down

in asset values we experienced in 2022 and the relatively

stable performance in 2023, we believe we are at or close to

the bottom for values. Clearly, any significant change in views

around the future trajectory of UK inflation and interest rates

could impact on this. We remain confident in the attractive

nature of logistics real estate to investors and believe that the

structurally supported rental growth and the medium term value

recovery through a normalising of cost of capital, underpins

strong investor demand over the medium to long-term.

What’s happening to

occupational demand?

The structural drivers of occupational demand – e-commerce

growth, supply chain resilience, the drive for efficiency gains and

the increased focus on sustainability – remain firmly in place, so

the medium to long-term outlook continues to be positive.

In the near term, enquiry levels remain high, but the uncertain

economic outlook has slowed occupiers’ leasing decisions, in

part because they often have to commit substantial funds to

fitting out the building, in addition to the lease commitment.

While market vacancy rates have ticked up from very low

levels,higher interest rates and reduced debt availability have

also sharply slowed new speculative developments. That means

we may well see rising occupier demand exceeding increasingly

constrained supply as the economic outlook becomes more

positive, which in turn is supportive of the sustainability of future

rental growth.

Colin Godfrey

Chief Executive Officer, Tritax Big Box REIT plc

Bjorn Hobart

Investment Director, Tritax Big Box REIT plc

“ We remain confident in the

attractive nature of the logistics

real estate to investors and

believe these characteristics will

continue to underpin values in

the longer-term.”

Tritax Big Box REIT plc Annual Report 202322

Strategic report Governance Financial statements

Market Review

Long-term structural drivers

continue to support the sector

E-commerce

Consumers want faster, more flexible, and

convenient ways to make purchases, which

has driven strong growth in e-commerce over

the last decade and beyond.

Logistics real estate plays a fundamental role

in delivering online orders to consumers and

managing returns rapidly and efficiently.

Supply chain resilience

and optimisation

Companies continue to review how they

operate and adjust their supply chain

accordingly. Additional resilience is now a

priority alongside optimising for efficiency,

productivity, and cost. Occupiers continue to

pursue a variety of solutions including:

• consolidating into larger, often purpose-built

distribution centres;

• deploying automation and technology

atscale;

• holding more inventory on shore or closer

toend users; and

• outsourcing supply chain functions

tospecialists.

ESG

Organisations continue to work towards being

more sustainable, reducing their environmental

impact, cutting energy use, and increasing

employee and community engagement.

Modern logistics buildings have enhanced

sustainability features, better staff facilities

and are often designed with green space,

biodiversity, and outdoor amenities in mind.

27%

2023 online sales as a % of retail sales

(2019: 19%)

(up from 19% in 2019

)

Amazon at Littlebrook

Leading South East fulfilment centre.

1. Source: ONS.

2. Source: TI.

3. Source: CBRE.

Iron Mountain, Rugby

Consolidation of existing operations

into 4 new buildings.

DPD, Bicester

First net zero in operation blueprint for DPD.

90%

of logistics occupiers have a net zero

carbon target

Percentage of occupiers planning to

diversify their supply chain

29%

by sourcing from multiple locations

22%

through near-shoring

23Tritax Big Box REIT plc Annual Report 2023 23

Strategic report Governance Financial statements

Favourable market dynamics supplement

long-termstructural drivers

Long-term structural demand drivers continue to support our sector.

The growth of ecommerce, the need to evolve supply chains, and an

increased focus on ESG remain long-term tailwinds to logistics real

estate demand. In addition, the sector benefits from the following

characteristics:

•

Large logistics buildings are “mission critical”. Logistics assets

are a vital part of companies’ supply chains and companies make

long-term strategic decisions around their occupational needs. This

means “mission-critical” buildings tend to prove resilient through

periods of weaker economic growth.

•

The occupational market is diverse. Many types of companies

need warehouse space for different purposes, which creates demand

for different size bands and locations, at different points in the

economic cycle. The market continued to benefit from this diversity in

2023 notwithstanding short-term macro-economic challenges.

•

There are notable barriers to new supply in prime markets.

There are significant constraints on delivering new space in the best

markets. Suitable land is scarce and securing planning consent is a

difficult and often multi-year process. Independent developers are

also currently finding it challenging to raise finance and build costs

remain elevated.

Further rental growth in 2023 as market

fundamentals normalise post-Covid

The economic backdrop was challenging in 2023, with high inflation,

rising interest rates, lower growth, and still elevated energy costs

impacting consumer and business confidence. The covenant strength

of our customer base was demonstrated through 100% rent collection

in the year. Occupier decision making was impacted however, with

take-up dropping back to pre-pandemic levels after three years of`

elevated demand.

UK take up totalled 22.1 million sq ft (2022: 38.0 million sq ft), broadly in

line with the 2013-2019 average of 23.3 million sq ft. There was a notable

pickup in demand in Q4 2023, with 8.8 million sq ft taken across 27

deals, including several large commitments. The East Midlands remained

the top location, accounting for 43% of take up in 2023

Longer term however, demand remains healthy. Our annual occupier

survey

showed 38% of respondents expected to increase their

warehouse requirements in the next two years, with just 7% looking

to reduce their space. Savills reports a consistent level of enquiries

across the year and our own enquiries hub is close to record levels.

Many of these enquiries are for large units, where companies continue

to see value in consolidating fragmented networks into more-efficient,

technology enabled, and sustainable buildings. Network evolution

remains a strategic priority for many organisations and will remain a

catalyst for future demand.

Demand remains diverse with third-party logistics operators (“3PLs”),

retailers (both traditional companies building out omni-channel networks

and online-only operators) and manufacturers being prominent.

Manufacturers accounted for just over 6 million sq ft of demand in 2023.

This reflects the ongoing evolution of supply chains being seen across

all industries, and in particular the need to increase resilience which

includes a combination of re- or near-shoring, multi-sourcing, higher

stock levels, and use of 3PLs to provide supply-chain expertise. We

continue to see healthy interest from the sector and completed several

lettings to manufacturing businesses in the year.

New space accounted for 67% of take-up

, highlighting the trend

towards high-quality, technically capable buildings that can improve

productivity and efficiency, for example through greater use of

automation. The workplace environment and wider ESG goals are

also factors, with 64% of respondents to our 2023 occupier survey

highlighting staff wellbeing as important or critical in their warehouse

choice. New buildings are being designed with this in mind.

Supply and vacancy have similarly reset to keep

marketfundamentals in balance

This was a transitional year for new supply. Completions were relatively

high at 30.2 million sq ft (2022: 33.0 million sq ft), as projects that started

in the buoyant market of 2022 reached completion

. By the year end,

space under construction had dropped back to pre-pandemic levels

at 21.4 million sq ft (Q4 2019: 21.6 million sq ft)

. Both speculatively

developed and built-to-suit projects have declined through 2023 which

reflects the challenging macro backdrop, higher cost of capital and

normalised levels of demand.

Vacancy increased from 2.0% at Q4 2022 to 5.1% at Q4 2023

However, this underlying supply is unevenly spread across the UK and

is significantly influenced by a handful of locations. As a result, many

of the best logistics locations remain supply constrained, with resilient

occupational interest.

Control of a strategically located land portfolio which is capable of

near-term development is therefore particularly attractive in the current

environment. It positions us to capture the demand for new units, at

a time when many trader-developers will struggle to bring new sites

forward. We control most of these sites through capital-efficient options,

which also link our land purchase price to prevailing open-market value

less a prescribed discount, so we benefit at present from the overall

reduction in land values across our future development pipeline. This

enables us to maintain our 6-8% yield on cost development guidance.

With well-located supply constrained by factors such as land availability,

planning, and power, and average vacancy rates hiding local market

disparities, market fundamentals remain healthy. This creates the

potential for further rental growth. While the occupational market

has reset from its all-time highs in 2021/22, there is scope for market

dynamics to improve if a pick-up in demand combines with lower levels

of supply going forward.

Strong rental growth in 2023

Headline prime rents reported by CBRE reflect the top tier of rent for

buildings of the highest quality and specification, in the best location

in the market. They are not therefore directly comparable to the

performance of a portfolio of buildings but do provide a consistent

barometer by which to measure market performance. Despite the

increase in vacancy, the ongoing mismatch between supply and demand

in core locations helped prime headline rents increase further in 2023.

The North West and Outer South East markets performed particularly

well, with prime headline rents increasing by at least 10%. Across the

Midlands, rents increased by 8%. London rents remain significantly

higher at £27.50 psf having increased by a cumulative 61% in 2021 and

2022. London rental growth slowed to 4% in 2023

While prime headline rents are a valuable metric to consistently track

rental progress, MSCI data better reflects portfolio-wide performance

and a broader mix of buildings. UK distribution warehouse ERVs grew by

7.2% in 2023 (2022: 10.6%)

, highlighting the wider market’s resilience

through this cycle.

Logistics real estate transaction markets remain open butsubdued

Transaction activity totalled £4.7 billion in 2023, down 40% on 2022

. The

lower volume in 2023 reflected the trend across the real estate industry,

which has been impacted by central banks raising rates, a higher cost of

capital and increased return requirements. Nevertheless, we continue to

see significant pools of global capital waiting to be deployed into the sector,

attracted by the potential for further income growth, and relatively favourable

returns that are now available following the rapid adjustment in pricing.

The steady flow of transactions continues to evidence market pricing,

but many buildings have reversionary potential, given the healthy rental

growth which leases often fail to capture fully. Pricing for individual

assets may not therefore directly reflect market values, which are a best

estimate for a prime, rack-rented building.

Q4 2023 saw a significant improvement in wider capital markets, however,

this has not been reflected in real estate pricing. Having moved out rapidly

in 2022, the prime yield remained stable across H2 2023 at 5.25%

. As a

result, logistics pricing looks increasingly favourable against other asset

classes, particularly when factoring in the potential for future rental growth.

If current market expectations are sustained, we would expect to see an

improvement in logistics real estate investment market sentiment and for

activity to pick up in 2024. Capital flows to the sector are likely to be driven

by the attractive absolute and relative returns, as well as resilient income

streams which have the potential to capture future growth.

4. Source: CBRE.

5. Source: Tritax and Savills 2023 Future Space

Occupier Survey.

6. Source: MSCI.

7. Source: DTRE.

24 Tritax Big Box REIT plc Annual Report 202324

Strategic report Governance Financial statements

Our Business Model

Building on

ouradvantage

We own, actively manage and develop logistics real estate in strategic locations

across the UK, let to customers that include some of the world’s largest companies.

In doing so, we look to deliver attractive total returns for Shareholders.

Our competitive

advantages

Focused approach

Our Manager is focused solely on the logistics

market, giving it unrivalled knowledge and

understanding of the sector and strong,

long-standing relationships with market

participants. This gives us privileged access to

opportunities, often off-market, enabling us to

secure better returns forShareholders.

Agile and entrepreneurial culture

Our Manager’s culture is agile and

entrepreneurial, allowing us to move rapidly

to secure the best opportunities and leverage

the opportunity available to us from customer

demand for quality logistics warehouses.

Powerful insights and a

combined platform

The scale of our portfolio and our closeness

to our customers give us a competitive edge,

by providing highly valuable insights into future

demand and occupierrequirements.

Combining an investment portfolio and

development platform in the same Group

gives us significant advantages when

leveraging these insights, so we can reduce

risk and enhance returns for shareholders.

For example, we draw on customer insights

from our proactive asset management work

to inform our development programme, while

our development operation meets new space

requirements for existing customers.

Integrated approach to ESG

We believe our deep and applied

understanding of current and future ESG

requirements is increasingly a key competitive

advantage. As our customers seek ways

to reduce their own environmental impact,

our ability to design and construct best in

class buildings at the cutting edge of ESG

performance both helps secure new leases

and ensures asset longevity and relevance

within our investment portfolio.

How we create value

Unrivalled portfolio

We have an unrivalled portfolio of large-scale, high-quality buildings, in key logistics locations

close to transport networks, where occupier demand is strong.

Strong customer relationships

Close relationships mean we understand our customers’ businesses and we use specialist

supply chain research to enhance our knowledge of their logistics operations and property

network. This ensures we can deliver solutions that address their individual needs and, in

turn, produce value for us.

Active management

We actively manage our properties and portfolio, for example by adding extensions, improving

our assets’ environmental performance, securing lease renewals and agreeing rent reviews.

This increases income and capital values. We also recycle capital, selling assets which we

believe have delivered their full potential in our ownership and redeploying the proceeds into

higher-returning opportunities either within our development portfolio, asset management

such as refurbishment or acquiring investments in the market.

Attractive leases to market leaders

Our buildings are let on long leases with upward-only rent reviews, to a diversified base of

occupiers who are typically market leaders in their respective fields. At 31 December 2023,

ourweighted average unexpired lease term was 11.4 years and our top 10 customers

accounted for 49% of the contracted rent roll.

Long-term outperformance throughdevelopment

We have the UK’s largest logistics-focused land platform, which enables us to develop properties

that deliver a target yield on cost of 6-8%. This provides us the opportunity to deliver long-term

outperformance to shareholders and high-quality and sustainable buildings to customers.

25Tritax Big Box REIT plc Annual Report 2023 25

Strategic report Governance Financial statements

How we

generate returns

We generate returns through

the rent we receive from

our customers and from

profits associated with

our portfolio. We have a

low and transparent cost

base, with an EPRA Cost

Ratio in 2023 of 13.1%,

efficiently converting the

rent we receive into income

forShareholders.

We invoice rents quarterly

in advance and have a 100%

record of rent collection,

ensuring the Group has

strong and predictable cash

flows. The Manager’s fee,

which is our largest single

administrative cost, is

calculated as a percentage

of the Group’s EPRA Net

Tangible Assets (see page

28), providing direct and

transparent alignment

between Shareholders’

interests and the Manager.

The value we create

High-quality buildings for our customers

We typically own and create high-quality buildings that are critically important to the supply

chain operations of our customers, often playing a central role in supporting their business

needs and growth ambitions. This means they are usually committed to the location and often

renew the lease upon expiry.

Long-term income and capital growth for our Shareholders

We aim to generate attractive long-term income and capital growth for our Shareholders.

In 2023, we paid dividends totalling 7.3 pence per share and delivered a 3.2% increase in

Adjusted Earnings Per Share (excluding additional development management income).

Economic and social value for society andcommunities

Our buildings benefit local communities and society more generally. They have strong

sustainability credentials (see page 38), helping to minimise their environmental impact,

and they also support significant employment in their local areas during construction and

inoperation.

26 Tritax Big Box REIT plc Annual Report 202326

Strategic report Governance Financial statements

Our Strategy

Aligned to long-term

structural growth

We have a clear and compelling strategy designed to capture the

significant opportunities our market creates, underpinned by a

disciplined approach to capital allocation and a commitment to

sustainability, which is intrinsic to each element of our strategy.

Our strategy

High-quality assets

attracting world-

leading companies

Direct and active

management

Insight driven

development

andinnovation

Delivering high-quality, resilient

and growing income

We continue to build a portfolio that will perform

well through the economic cycle, providing

resilient long-term income even during

challenging times. As part of this, we weight

our customer exposure towards defensive and

high-growth sectors.

We monitor the market for opportunities to

acquire assets and add value through active

asset management.

Protecting, adding and

realising value

We actively and directly manage our existing

property portfolio, developing long-term

relationships with our customers and realising

opportunities to add value and generate secure

and increasing income.

When we believe an asset has reached its

full potential within our ownership, we look

to crystallise this value through disposals,

recycling capital into higher returning

development and investment opportunities.

Creating value and capturing

occupier demand

We tailor the development pipeline to meet

demand, at an attractive 6-8% yield on cost

target. In doing so, we utilise customer insights

from our investment portfolio and implement

innovations in areas such as sustainability

and power.

Where possible, we develop on a demand-

driven pre-let basis, significantly de-risking the

process and ensuring we only deploy significant

amounts of the Group’s capital when we are

confident the returns areappropriate.

e Read more on pages 43 to 45 e Read more on pages 46 to 48 e Read more on pages 49 to 51

Progress 2023

•

Conducted 130 site inspections during

theyear.

•

Delivered 10th consecutive year of 100%

rentcollection.

Progress 2023

•

Acquired two urban last-mile estates with

strong value-add potential, for £108 million.

•

Disposed of six assets for £327 million, at or

above book value.

•

Added £4.9 million to contracted rent

through rent reviews and lease extensions.

Progress 2023

•

Achieved 1.7 million sq ft of

constructionstarts.

•

Completed 2.2 million sq ft of developments

adding £13.6 million to passing rent.

•

Added £7.8 million to our contracted

rent roll through 0.9 million sq ft of

developmentlettings.

Future focus

•

Evaluate the overall composition of the

portfolio, identifying assets for potential

disposals and to inform our asset

management and investment activities.

•

Evaluate the balance between larger and

smaller assets with a view to selectively

increasing our weighting to urban logistics

and providing our customers with a greater

range of choice.

•

Continue to closely monitor customer

financial performance.

Future focus

•

Proactive look to accelerate the capture of

the portfolio’s reversionary potential.

•

Seek to dispose of £100-200 million of asset

sales in line with our ongoing approach to

capital rotation.

•

Implement our asset management plans,

with a particular focus on recently acquired

urban logistics assets with significant

reversionary potential.

•

Enhance our ESG performance, including a

programme to determine viable projects and

costs for works to achieve net zero carbon.

Future focus

•

2 to 3 million sq ft of new development

starts while keeping a close eye on the

macroeconomic backdrop.

•

Secure a blend of pre-let and speculative

lettings with a current average targeted yield

on cost of 7.0%.

•

Progress planning consents and ensure

sufficient consented land is in a credible

delivery state.

•

Continue to develop our low-carbon baseline

specification and work towards embodied

and whole life carbon performance targets.

27Tritax Big Box REIT plc Annual Report 2023 27

Strategic report Governance Financial statements

Underpinned by a disciplined

approach to capital allocation

and emphasis onESG

Underpinning our strategy is a disciplined approach to capital,

whereweaim to maximise returns to Shareholders while minimising

risk. By evaluating the Group’s existing assets and identifying ways to

maximise and then realise value, we will effectively recycle capital to

support the Group’s objectives, using debt appropriately and potentially

raising additional capital when it is inShareholders’interests.

The Group’s commitment to ESG forms an intrinsic andoverarching part

of our strategy that informs of all of our decision making.

e See pages 36 to 41

Developing assets in

the portfolio at a target

yield on cost of 6–8%

Adding and

realising value

Redeploying proceeds into higher

returning opportunities

High-quality

assets attracting

world-leading

companies

ESG

Direct

and active

management

Insight driven

development

and innovation

“ The Group’s commitment to

ESG forms an intrinsic and

overarching part of our strategy...”

28 Tritax Big Box REIT plc Annual Report 202328

Strategic report Governance Financial statements

1. Total Accounting

Return (“TAR”)

2. Dividend

3. EPRA NTA

per share

4. Loan to value

ratio (“LTV”)

5. Adjusted

earnings

per share

6. Weighted

average

unexpired

lease term

(“WAULT”)

7. Global Real

Estate

Sustainability

Benchmark

(“GRESB”) score

8. Total

Expense Ratio

2.22%

2022: -15.9%

7.30p

20 22: 7. 0 0p

177.15p

2022: 180.37p

31.6%

2022: 31.2%

7.75p

20 22: 7.79 p

11.4 years

2022: 12.6 years

85/100 and

4 Green

Starrating

2022: 83/100 and

4 Green Starrating

0.86%

2022: 0.76%

Relevance to strategy

TAR calculates the change in

the EPRA Net Tangible Assets

(“EPRA NTA”) over the period

plus dividends paid. It measures

the ultimate outcome of our

strategy, which is to deliver value

to our Shareholders through our

portfolio and to deliver a secure

and growing income stream.

Relevance to strategy

The dividend reflects our ability

to deliver a low-risk but growing

income stream from our portfolio

and is a key element of our TAR.

Our ambition is to deliver

a fully covered and

progressive dividend.

Relevance to strategy

The EPRA NTA reflects our ability

to grow the portfolio and to add

value to it throughout the lifecycle

of our assets.

1. EPRA NTA is calculated in

accordance with the Best

Practices Recommendations

of the European Public Real

Estate Association (“EPRA”).

Weuse these alternative metrics

as they provide a transparent

and consistent basis to enable

comparison between European

property companies.

Relevance to strategy

The LTV measures the

prudence of our financing

strategy, balancing the potential

amplification of returns and

portfolio diversification that come

with using debt against the need

to successfully manage risk.

Relevance to strategy

The Adjusted EPS reflects our

ability to generate earnings

from our portfolio, which

ultimately underpins our

dividend payments.

Relevance to strategy

The WAULT is a key measure of

the quality of our portfolio. Long

lease terms underpin the security

of our income stream.

Relevance to strategy

The GRESB score reflects

thesustainability of our assets

and how well we are managing

ESG risks and opportunities.

Sustainable assets protect

usagainst climate change

andhelp our customers to

operate efficiently.

We were also awarded 99/100

and 5 Green Star rating for

developments for 2023 and the

GRESB 2023 Regional Listed

Sector Leader and Regional

Sector Leader for Europe, and

Global Listed Sector Leader and

Global Sector Leader, all for the

Industrial sector.

Relevance to strategy

This is a key measure of our

operational performance.

Keeping costs low supports our

ambition to maximise returns

forShareholders.

Key Performance Indicators

7.30 p

7.0 0 p

6.70p

2023

2022

2021

(15.9)%

30.5%

2023

2022

2021

2.22%

Measuring our

performance

Our objective is to deliver attractive and risk appropriate returns to

Shareholders, by executing the Group’s Investment Policy and operational

strategy. Set out below are the key performance indicators we use to track

our progress. For a more detailed explanation of performance, please

refer to the Manager’s Report.

180.37p

17 7.15p

222.60p

2023

2022

2021

31.6%

31.2%

23.5%

2023

2022

2021

29Tritax Big Box REIT plc Annual Report 2023 29

Strategic report Governance Financial statements

1. Total Accounting

Return (“TAR”)

2. Dividend

3. EPRA NTA

per share

4. Loan to value

ratio (“LTV”)

5. Adjusted

earnings

per share

6. Weighted

average

unexpired

lease term

(“WAULT”)

7. Global Real

Estate

Sustainability

Benchmark

(“GRESB”) score

8. Total

Expense Ratio

2.22%

2022: -15.9%

7.30p

20 22: 7. 0 0p

177.15p

2022: 180.37p

31.6%

2022: 31.2%

7.75p

20 22: 7.79 p

11.4 years

2022: 12.6 years

85/100 and

4 Green

Starrating

2022: 83/100 and

4 Green Starrating

0.86%

2022: 0.76%

Relevance to strategy

TAR calculates the change in

the EPRA Net Tangible Assets

(“EPRA NTA”) over the period

plus dividends paid. It measures

the ultimate outcome of our

strategy, which is to deliver value

to our Shareholders through our

portfolio and to deliver a secure

and growing income stream.

Relevance to strategy

The dividend reflects our ability

to deliver a low-risk but growing

income stream from our portfolio

and is a key element of our TAR.

Our ambition is to deliver

a fully covered and

progressive dividend.

Relevance to strategy

The EPRA NTA reflects our ability

to grow the portfolio and to add

value to it throughout the lifecycle

of our assets.

1. EPRA NTA is calculated in

accordance with the Best

Practices Recommendations

of the European Public Real

Estate Association (“EPRA”).

Weuse these alternative metrics

as they provide a transparent

and consistent basis to enable

comparison between European

property companies.

Relevance to strategy

The LTV measures the

prudence of our financing

strategy, balancing the potential

amplification of returns and

portfolio diversification that come

with using debt against the need

to successfully manage risk.

Relevance to strategy

The Adjusted EPS reflects our

ability to generate earnings

from our portfolio, which

ultimately underpins our

dividend payments.

Relevance to strategy

The WAULT is a key measure of

the quality of our portfolio. Long

lease terms underpin the security

of our income stream.

Relevance to strategy

The GRESB score reflects

thesustainability of our assets

and how well we are managing

ESG risks and opportunities.

Sustainable assets protect

usagainst climate change

andhelp our customers to

operate efficiently.

We were also awarded 99/100

and 5 Green Star rating for

developments for 2023 and the

GRESB 2023 Regional Listed

Sector Leader and Regional

Sector Leader for Europe, and

Global Listed Sector Leader and

Global Sector Leader, all for the

Industrial sector.

Relevance to strategy

This is a key measure of our

operational performance.

Keeping costs low supports our

ambition to maximise returns

forShareholders.

7.75p

7.79 p

8.23p

2023

2022

2021

11.4 years

12.6 years

13.0 years

2023

2022

2021

85/100

83/100

81/100

2023

2022

2021

0.86%

0.76%

0.79%

2023

2022

2021

1. EPRA Earnings

(diluted)

See note 13.

2. EPRA Net

Tangible Assets

See note 30.

3. EPRA Net

Reinstatement

Value (“NRV”)

4. EPRA Net

Disposal

Value

(“NDV”)

5. EPRA Net

Initial

Yield

(“NIY”)

6. EPRA

“topped-up”

NIY

7. EPR A

Vacancy

8. EPRA Cost

Ratio

9. EPRA LTV

£113.1m

6.01p per

2022: £144.8m/7.66p

per share

£3.4bn/

177.15p per

2022: £3.4bn/180.37p

per share

£3.7bn/

195.19p per

2022: £3.8bn/201.17p

per share

£3.5bn/

183.95p per

2022: 3.6bn/192.18p

per share

4.15%

2022: 4.19%

4.60%

2022: 4.39%

2.5%

2022: 2.1%

13.1%

2022: 15.7%

Including or excluding vacancy

costs does not change the

ratios ineither year.

33.3%

2022: 32.9%

Purpose

A key measure of a company’s

underlying operating results and

an indication of the extent to

which current dividend payments

are supported by earnings.

Purpose

Assumes that entities buy and

sell assets, thereby crystallising

certain levels of unavoidable

deferred tax.

Purpose

Assumes that entities never sell

assets and aims to represent

the value required to rebuild

the entity.

Purpose

Represents the Shareholders’

value under a disposal scenario,

where deferred tax, financial

instruments and certain other

adjustments are calculated to the

full extent of their liability, net of

any resulting tax.

Purpose

This measure should

make it easier for

investors to judge

for themselves how

the valuations of two

portfolios compare.

Purpose

This measure should

make it easier for

investors to judge

for themselves how

the valuations of two

portfolios compare.

Purpose

A “pure” (%) measure

of investment property

space that is vacant,

based on ERV.

Purpose

A key measure to

enable meaningful

measurement of the

changes in a company’s

operating costs.

Purpose

A shareholder-gearing

metric to determine

the percentage of

debt comparing to

theappraised value

oftheproperties.

30 Tritax Big Box REIT plc Annual Report 202330

Strategic report Governance Financial statements

EPRA Performance Measures

Measuring our

performance

The table below shows additional performance measures, calculated in

accordance with the Best Practices Recommendations of the European

Public Real Estate Association (“EPRA”). We provide these measures to

aid comparison with other European real estate businesses.

e For a full reconciliation of all EPRA performance indicators, please see Notes to the EPRA and other key

performance indicators

£113.1m/6.01p

£144. 8 m/ 7.66 p

£131. 2m/7.47p

£3.4bn/177.15p

£3.4bn/180.37p

£4.2bn/222.60p

£3.7bn/195.19p

£3.8bn/201.17p

£4.5bn/242.84p

£3.5bn/183.95p

£3.6bn/192.18p

£4.1bn/219.27p

2023 2023 2023 2023

2022 2022 2022 2022

2021 2021 2021 2021

1. EPRA Earnings

(diluted)

See note 13.

2. EPRA Net

Tangible Assets

See note 30.

3. EPRA Net

Reinstatement

Value (“NRV”)

4. EPRA Net

Disposal

Value

(“NDV”)

5. EPRA Net

Initial

Yield

(“NIY”)

6. EPRA

“topped-up”

NIY

7. EPR A

Vacancy

8. EPRA Cost

Ratio

9. EPRA LTV

£113.1m

6.01p per

2022: £144.8m/7.66p

per share

£3.4bn/

177.15p per

2022: £3.4bn/180.37p

per share

£3.7bn/

195.19p per

2022: £3.8bn/201.17p

per share

£3.5bn/

183.95p per

2022: 3.6bn/192.18p

per share

4.15%

2022: 4.19%

4.60%

2022: 4.39%

2.5%

2022: 2.1%

13.1%

2022: 15.7%

Including or excluding vacancy

costs does not change the

ratios ineither year.

33.3%

2022: 32.9%

Purpose

A key measure of a company’s

underlying operating results and

an indication of the extent to

which current dividend payments

are supported by earnings.

Purpose

Assumes that entities buy and

sell assets, thereby crystallising

certain levels of unavoidable

deferred tax.

Purpose

Assumes that entities never sell

assets and aims to represent

the value required to rebuild

the entity.

Purpose

Represents the Shareholders’

value under a disposal scenario,

where deferred tax, financial

instruments and certain other

adjustments are calculated to the

full extent of their liability, net of

any resulting tax.

Purpose

This measure should

make it easier for

investors to judge

for themselves how

the valuations of two

portfolios compare.

Purpose

This measure should

make it easier for

investors to judge

for themselves how

the valuations of two

portfolios compare.

Purpose

A “pure” (%) measure

of investment property

space that is vacant,

based on ERV.

Purpose

A key measure to

enable meaningful

measurement of the

changes in a company’s

operating costs.

Purpose

A shareholder-gearing

metric to determine

the percentage of

debt comparing to

theappraised value

oftheproperties.

31Tritax Big Box REIT plc Annual Report 2023 31

Strategic report Governance Financial statements

4.15%

4.19%

3.56%

4.60%

4.39%

3.75% 0.0%

2.5%

2.1%

13.1% 33.3%

15.7% 32.9%

13.9%

2023 2023 2023 2023 2023

2022 2022 2022 2022 2022

2021 2021 2021 2021

Tritax Big Box REIT plc Annual Report 202332

Strategic report Governance Financial statements

Stakeholder Engagement and Section 172

Engaging with

ourstakeholders

By considering the Company’s purpose and vision,

together with its strategic priorities, we aim to balance

stakeholders’ different perspectives.

e Formoreinformation on the impact ofkey decisions of the Board on our stakeholders

please refer to“Keydecisions of the Board” onpages 90 and 91

Section 172 statement

The Directors have had regard for the matters set out in Section 172(1)

(a)–(f) of the Companies Act 2006 when performing their duty under

Section 172. The Directors consider that they have acted in good faith

in the way that would be most likely to promote the success of the

Company for the benefit of its members as a whole, and in doing so have

considered (amongst other matters):

(a) the likely consequences of any decision in the long term;

(b) interest of the Manager and its employees, as the Company doesnot

have any employees;

withsuppliers, customers and others;

(d) the impact of the Company’s operations on the community

andenvironment;

(e) the Company’s reputation for high standards of

businessconduct;and

(f) the need to act fairly as between members of the Company.

The table on the right indicates where the relevant information isinthis

Annual Report that demonstrates how we act in accordancewith the

requirements of Section 172.

Further information on how we have engaged with our key stakeholders

and considered their interests during the last reportingperiod can be

found on pages 33 and 34.

Our stakeholders

The Manager and its employees

Our Shareholders

Our suppliers

Our customers

Our lenders

Government, regulators

andlocalcouncils

Our communities

e Read more on pages 33 and 34 and 90 and 91

Section 172 matter Further information incorporated into this statement byreference

Long term

e Market Review pages 22 and 23

e Our Business Model pages 24 and 25

e Manager’s Report pages 42 to 51

e Key Board Decisions pages 90 and 91

Investors

e Strategic Report pages 1 to 74

e Key Board Decisions pages 90 and 91

e Governance Report pages 76 to 114

Employees

e For information on the Manager’s employees please refer to pages 33, 41,

90and 91

Community

and environment

e Strategic Report pages 1 to 74

e Manager’s Report pages 42 to 51

e Key Board Decisions pages 90 and 91

Suppliers

e Strategic Report pages 1 to 74

e Manager’s Report pages 42 to 51

e Key Board Decisions pages 90 and 91

High business conduct

e Our Business Model pages 24 and 25

e Stakeholder Engagement pages 33 and 34

e Strategic Report pages 1 to 74

33Tritax Big Box REIT plc Annual Report 2023 33

Strategic report Governance Financial statements

The Manager and its employees

What they care about

The long-term success of the Company is of key importance

to the Manager. In order to achieve this, as well as establishing

and maintaining lasting relationships, the Manager takes a keen

interest in the wellbeing and satisfaction of its employees. Being

able to attract and retain high-calibre talent and then support

those individuals in their professional development is a high priority

for the Manager. The Board and the Manager maintain a positive

and transparent relationship to ensure alignment of values and

businessobjectives.

How we engage

•

Reporting to the Board at least quarterly

•

External Board evaluations

•

Informal meetings

•

Professional and executive development programmes

•

Employee surveys, social events, and ESG initiatives within the

charity and voluntary sectors

Topics

•

Employee satisfaction and resourcing

•

Remote working, staff health and wellbeing, development

andprogression

•

Business updates

Outcomes

•

Invested in new office space to enhance collaborative working, to

further develop our modern ways or working, and to further build

Company culture. The Company relocated to its new offices in

February 2024

•

Shortly post year end, hosted a “women in real estate”

networking event with a private viewing of a collection at the

Victoria and Albert Museum to bring together inspirational

women working within real estate in the sector

•

Facilitated a number of employee social and charitable events

during the year such as the Schoolreaders charity auction

and the Marathon Walk through London Royal Parks which

supported employee wellbeing and raised money for our

partnercharities

Further information

e Pages 92 and 94 in Division of Responsibilities

e Management Engagement Committee Report on pages 106 to 108

Our Shareholders

What they care about

Delivering sustainable, profitable growth over the longer term. Our

investors take a keen interest in strong corporate governance, as

well as a transparent reporting framework and ESG.

How we engage

•

Regular market updates on strategy and performance, including

full-year and half-year results presentations, which include the

opportunity for Shareholders and analysts to submit questions to

the Manager

•

Virtual meetings with the Board and the Manager to aid

understanding and decision making

•

Investor site visits and investor seminars

•

Quarterly update reports to the Board from Investor Relations

•

Annual General Meeting

•

Meetings held between Shareholders and key personnel

from the Board such as the SID, and the Manager

Topics

•

Strategic plans and long-term value and returns

•

Governance

•

Environmental and social performance

Outcomes

•

Engagement with key representatives from the Board and the

Manager to ensure our purpose and strategy remain in line

withexpectations

•

Focus on recycling assets into higher returning development and

investment opportunities

Further information

e Pages 24 and 25 in the Business Model

e Pages 86 to 89 in Board Leadership and Company Purpose

34 Tritax Big Box REIT plc Annual Report 202334

Strategic report Governance Financial statements

Stakeholder Engagement and Section 172 continued

Our suppliers

What they care about

Our suppliers care about having collaborative and transparent

working relationships with us, including responsive communication

and being able to deliver to their KPIs in service level agreements at

a competitive fee.

How we engage

•

Invited key suppliers to attend Board and Committee meetings

•

Informal, one-to-one virtual meetings

•

Review of supplier performance by the Management

Engagement Committee

•

Externally facilitated adviser reports

Topics

•

Service levels and annual performance

•

Fee structure

•

Relationship management

•

Processes and procedures

Outcomes

•

Continued good, and in some cases, exceptional, levels

ofservice

•

Change in Company’s legal advisors following a

retenderingprocess

•

Following a competitive retender process, it was decided to

retain the incumbent insurance broker

Further information

e Pages 90 and 91 in Key Decisions of the Board

e Management Engagement Committee Report pages 106 to 108

Our customers

What they care about

Quality assets in key locations, including buildings with strong ESG

ratings that enable their business to succeed, and a knowledgeable

and committed property owner that supports their strategy, with

many focused on fulfilling their rapidly growing e-commerce sales.

Our customers want efficient supply chain logistics and attractively

priced labour pools.

How we engage

•

Regular face-to-face meetings both virtual and on-site

•

Independent customer supply chain reviews, aimed at better

understanding their business needs in order to provide suitable

recommendations to drive efficiency

•

Asset inspections

•

Charitable engagement which in turn helps bring environmental

and social benefits to the communities weoperate in

•

Continued membership of CILT, UKWA, UK GBC and Better

Building Partnership Working Groups promoting market

leadership in zero carbon, engagement and biodiversity

•

Review of published data, such as annual accounts,

tradingupdates and analysts’ reports to identify mutually

beneficial opportunities

Topics

•

ESG initiatives

•

Treasury management

•

Supporting e-commerce initiatives

•

Operational efficiencies and resilience

Outcomes

•

Strengthening of business relationships

•

Development of a dedicated Occupier Hub

•

Asset management and ESG initiatives

Further information

e Manager’s Report pages 42 to 51

e ESG section pages 36 to 41

Tritax Big Box REIT plc Annual Report 2023 35

Strategic report Governance Financial statements

Tritax Big Box REIT plc Annual Report 202336

Strategic report Governance Financial statements

ESG

Integrated and data-led

deliveryof ESG performance

ESG is a key part of our investment philosophy and is integrated

across the investment lifecycle.

By working in partnership with customers on ESG initiatives, we can increase rental income and

capital values, prolong an asset’s life, improve its liquidity, reduce obsolescence risk, and contribute

to local communities. At the same time, our customers can enhance their working environments,

reduce their operating costs and make progress towards achieving their own ESG targets. To

maximise the effectiveness of our approach, we have integrated ESG considerations throughout

the investment lifecycle, from asset selection and development to asset management and disposal,

including engagement with customers and management of our supply chain.

Our four pillar focus

Climate and carbon

To achieve net zero carbon and manage

physical climate risks.

Nature and wellbeing

To enhance biodiversity and wellbeing

across the portfolio.

Social value

To create value and positive impact for

people and communities.

Sustainable buildings

To integrate ESG across the investment

lifecycle, from acquisition and development

to asset management and exit.

Approach underpinned by:

Global frameworks

and benchmarks

Evidence and data

Partnerships

• Customers

• Investors

• Communities

• Suppliers

37Tritax Big Box REIT plc Annual Report 2023 37

Strategic report Governance Financial statements

Focused on delivery

We made strong progress in 2023, updating our targets for each

element of our ESG strategy, with associated key performance

indicators. Our 2023 progress and our priorities for 2024 are set out

on pages 38 and 39.

In addition, during 2023 we have continued to work to understand and

influence market perceptions of the importance of ESG. For example,

we have engaged with our valuers to learn how they integrate

sustainability criteria into the valuation process. We commissioned a

Market-leading benchmark performance

We continue to improve our scoring against the leading sustainability and ESG benchmarks, demonstrating our underlying performance.

customer survey in conjunction with Savills to track our customers’

priorities, and how they change year on year, including ESG priorities.

Along with Prologis, GLP and Segro, we have formed the Logistics Real

Estate Sustainability Group, to represent the sector and keep the market

informed, particularly around the ESG performance of logistics buildings.

In October 2023, we announced the signing of a new £500 million

revolving credit facility, which gives us the ability to reduce the

interest rate margin over time by meeting ESG-related targets.

More information can be found in the Debt capital section of the

Financial Review.

2023 in numbers

EPC B or above (standing assets)

80%

(2022: 78%)

Solar PV capacity installed

17.4 MWp

(2022: 14.6 MWp)

Weighted average portfolio

energyintensity

15.9 kWh/sq ft

BREEAM VG or above (standing assets)

51%

(2022: 49%)

Solar PV pipeline

20 MWp

Weighted average portfolio

carbonintensity

3.0 kg CO

e/sq ft

EPC target for new developments

(2022: A)

Upfront embodied carbon target

400 kg CO

e/m

Social value (number of children

helped with literacy)

500

BREEAM target for new developments

Excellent

(2022: Very Good)

Buildings with Electric Vehicle charging

facilities (by floor area)

54%

(2022: 54%)

Assets inspected for biodiversity

enhancements (by floor area)

100%

Sustainalytics

7.6 (Negligible risk)

Awarded the Industry

and Region Top

Rated badges for our

improved score.

ISS

Prime status (C)

Retained our

Prime status.

MSCI*

AA rating

As of 2023, Tritax Big

Box REIT plc received

an MSCI rating of AA.

GRESB

85/100 (standing)

and 99/100

(developments)

Recognised as Global

Sector Leader for our

new developments

submission.

EPRA

sBPR Gold award

Retained the

award for the third

straight year.

CDP

B rating

Responded to the

CDP Climate Change

questionnaire for the

second year in a row.

* The use by Tritax Big Box REIT plc of any MSCI ESG Research llc or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index

names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Tritax Big Box REIT plc by MSCI. MSCI services and data are

the property of MSCI or its information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.

38 Tritax Big Box REIT plc Annual Report 202338

Strategic report Governance Financial statements

ESG continued

Sustainable buildings

Targets 2023 progress 2024 priorities

100% of all asset due

diligence uses Tritax ESG

due diligence framework

Utilisation of ESG due diligence framework: 100%

Implemented a new ESG due diligence framework, covering key investment and asset

management decisions such as acquisitions, occupier screening and approval processes.

The due diligence framework has been integrated with the Tritax Data Management System, to

ensure ESG data is part of our core data set and embed consideration of issues such as climate

and carbon-related risks into our day-to-day operations.

Continue to refine integration

of ESG criteria into

investment process.

Increase levels of data quality

and integrate into the Tritax

Data Management System.

Produce and

implement low-carbon

baseline development

specification on all

new projects

Production and utilisation of low-carbon specification: complete

Progressed our low-carbon baseline specification for developments, which will continue to

change as materials and construction methodologies evolve.

Set new target for embodied carbon in our developments of 400kg CO

e per m

. Reviewed

past developments to understand performance and identify actions to meet the new target.

In 2023, we achieved a weighted average upfront embodied carbon outcome of 462kg

e per m

Refine our approach to

delivering our embodied

carbon target of 400kg

e per m

by analysis of

low carbon materials and

construction methodologies.

Integrate into our development

management operations.

Climate and carbon

Targets 2023 progress 2024 priorities

Produce and disclose

updated net zero

carbon pathways:

•

Scope 1 and Scope

2 – 2025

•

Scope 3 (construction)

– 2030

•

Scope 3 (remainder

of material emissions)

– 2040

Annual review of pathway and emissions: complete

Carbon risk incorporation into each asset management plan: 100%

1.5°C Paris decarbonisation pathway alignment: analysis completed

Science Based Targets initiative (“SBTi”) alignment (or equivalent): in progress

Continued to refine the Group’s net zero pathway. This is an ongoing process, as we integrate

our development programme and asset management plans for each building into the pathway,

and engage with customers to understand their plans for decarbonising their operations,

which are key for reducing Scope 3 emissions.

Work in collaboration with

our customers and technical

consultants to identify ways of

reducing operational carbon

in buildings by removing fossil

fuels, increasing efficiency

and developing on site

renewables.

Continue to refine and

disclose our net zero

carbon pathway progress

and provide greater detail

relating to different types of

customers and operations

(including automation and EV

charging impacts).

Integrate physical climate

risk mitigation across

asset lifecycle

Climate risk incorporation into each asset management plan: 100%

Portfolio Task Force on Climate-Related Financial Disclosures (“TCFD”) alignment:

consistency achieved across 11 of 12 recommendations

For further detail, see the TCFD section on pages 62 to 72.

Engaged with our insurers during 2023 to report our ESG management processes, including

climate risk management, so as to assist us achieving competitive renewal premia.

Further integration of climate

risk management into

our investment and asset

management processes

including the utilisation of

climate modelling platforms.

Continued progress

againstourESG targets

Last year, we disclosed our updated ESG targets, which reflect our ambition for the ESG performance

of the Company. The tables below set out progress made against our updated targets and KPIs.

Sustainable buildings Climate and carbon Nature and wellbeing Social value

39Tritax Big Box REIT plc Annual Report 2023 39

Strategic report Governance Financial statements

Nature and wellbeing

Targets 2023 progress 2024 priorities

Year-on-year increase

in biodiversity for

standing assets

Increase in biodiversity against 2022 baseline: in progress

Continued to establish the current baseline for biodiversity across the investment portfolio and

inspected 100% of assets to determine the best approach for each.

Biodiversity initiatives include: wildflower areas to support pollinators, insect hotels, bird boxes

and beehives.

Put in place the necessary processes to ensure our developments will deliver the 10%

biodiversity net gain required to obtain planning consents from February 2024.

Increase the levels of

biodiversity in standing assets

and deliver biodiversity net

gain for developments in

line with new mandatory

requirements.

Year-on-year increase

in provision of wellbeing

enhancements to

developments and

standing assets

Increase in provision against 2022 baseline: in progress

Initiatives in 2023 included:

•

continuing to increase provision of green space at our assets;

•

increasing daylight within buildings in our development pipeline; and

•

working with customers and consultants to understand what wellbeing looks like for

customers and ensure welfare facilities are as good as they can be.

Leverage our insight

and relationships with

customers to continue to

provide effective wellbeing

infrastructure.

Social value

Targets 2023 progress 2024 priorities

Publish community

investment structure

Set-up and operation of community investment structure: complete

We have now established the TM LLP (“Tritax”) Social Impact Foundation which will be

our centre of excellence and governance, to help us deliver and measure impact.

Put in place a new 5-year

social impact strategy.

Further integrate ESG

criteria into supply

chain procurement

processes – upstream

and downstream

Utilisation of due diligence framework for suppliers: 100%

Tendered for corporate and legal property services, with ESG criteria forming a key part of the

selection process.

Continue to utilise ESG criteria

in our procurement process

& engage with suppliers to

promote collaboration.

Continue support for key

fund charity

Level of financial and non-financial contributions:

£36,000 and 500 children helped with literacy (Schoolreaders)

£23,987 donated to LandAid and XLP

£105,000 donated through our Community Benefit Fund

Partnership with Schoolreaders continues to deliver much-needed impact in child literacy and

we committed to another three years of support during 2023.

As part of our development programme, we invest in local communities through our

Community Benefit Fund, which is committed to investing 10 pence per sq ft of new logistics

space supporting local community causes.

Continue to develop

the partnership with

Schoolreaders in order to help

tackle child illiteracy in the UK.

Continue to contribute to local

communities surrounding our

new developments through

the Community Benefit Fund.

40 Tritax Big Box REIT plc Annual Report 202340

Strategic report Governance Financial statements

Net zero pathway

ESG continued

Investment lifecycle integration

ESG performance is now impacting the liquidity and value of assets

across the market. We are well placed to manage downside risk

and potential upside opportunity given the integration of ESG across

our investment lifecycle from the engagement of our Board to due

diligence, development and asset management.

ESG in action

Our priority is the delivery of ESG performance through integration

into our operational activities. We showcase here some good examples

of ‘ESG in Action’.

Net zero carbon

During 2022 we updated our NZC targets for both the embodied

carbon in our developments and the operational carbon across our

standing asset portfolio. The delivery strategy for our NZC pathway

is summarised below.

Low-carbon specification

Energy efficiency

On-site renewable energy

Removal of fossil fuels

Operational carbon

Offset

Residual emissionsDevelopment managementBaseline

Asset management in collaboration

withcustomers

How we are reducing emissions

Embodied carbon refers to carbon emissions associated with

materials and construction processes. Our approach is to do

everything we can to minimise carbon in developments by using low

carbon materials and methods. As a last resort we offset residual

carbon through certified carbon credits, making our developments

net zero carbon at completion of their construction.

Operational carbon mainly refers to the carbon emissions associated

with our customer operations. We are exploring and implementing

initiatives in collaboration with customers to remove fossil fuels,

increase efficiency and introduce renewable generation on site.

Embodied carbon

Data and disclosure

How we do it

We consider ESG factors during the due diligence and asset selection

process using a template consisting of our key ESG criteria. For our

development programme we have a low carbon baseline specification

and an embodied carbon target to enable low carbon construction.

Our asset management programme is key to delivering our NZC

targets in collaboration with customers.

Asset

selection

and due

diligence

Development

management

Asset

management

Exit

41Tritax Big Box REIT plc Annual Report 2023 41

Strategic report Governance Financial statements

Natural Capital

Biodiversity is of key environmental

significance and also important to the

wellbeing of our customers and communities.

Biodiversity – the story of Steve’s bees

Property Manager, Steve Bell has been a busy bee over 2023. Our

development site at Littlebrook, Dartford is already a top-class

example of ESG in action. The latest phase was completed in 2023

and sits on what was a brownfield site. The largest building on the

site, let to Amazon, has a 3.5MWp solar array on the roof. Externally,

30% of the site is set aside for open space and habitat creation.

We have brought to site over one million bees, which have now

produced the first jars of honey. The hives are looked after by

a group of local beekeepers who also involve local schools in

the process.

Not only is the honey great on toast, it’s an example of our approach

towards enhancing biodiversity, natural capital and social value.

Social Value

We want to ensure that the social value which

our portfolio delivers makes a meaningful

difference to people and communities wherever

we invest.

Creation of TM LLP (“Tritax”) Social Impact Foundation

Our objective is to deliver meaningful impact across communities in

our portfolio by helping young people to fulfil their potential. By working

with our customers and local stakeholders we will provide platforms

for education and opportunity, unlocking the potential of the next

generation and offering a brighter future for our local communities.

In 2023, the Manager set up the TM LLP (“Tritax”) Social Impact

Foundation to be our centre of excellence, enabling us to expedite

greater measured social impact.

Schoolreaders

Tritax Big Box REIT plc and Schoolreaders have worked in a

successful partnership for the past four years. The Company was

Schoolreaders’ first corporate partner and this support has helped

Schoolreaders expand and provide 1570 children with a year’s 1-to-

1 reading support.

42 Tritax Big Box REIT plc Annual Report 202342

Strategic report Governance Financial statements

Manager’s Report

Successfully delivering

our strategy

Colin Godfrey

Chief Executive Officer, Tritax Big Box REIT plc

“ Our sector is a key part of the

UK’s economic infrastructure

and the long-term drivers

of demand for space

remain strong.”

Strategy

Our strategy is aligned to the market drivers described in

theMarket Review section (page 22). It has three interlinked

components that aim to deliver sustainable income and capital

growth, robust performance through the economic cycle and

an attractive and progressive dividend, while ensuring we meet

our wider responsibilities and carefully manage risk.

The components of the strategy are:

High-quality assets attracting world-leading

customers – delivering long-term, resilient and

growing income.

Direct and active management – protecting, adding

and realising value.

Insight driven development and innovation – creating

value and capturing occupier demand.

ESG is intrinsic to each of these elements. The Group’s key

ESG themes are:

•

Sustainable buildings – integrating ESG across the

investment lifecycle, from acquisition and development to

assetmanagement and exit;

•

Climate and carbon – achieving net zero carbon and

mitigating physical climate risks;

•

Nature and wellbeing – enhancing biodiversity and

wellbeing across the portfolio; and

•

Social value – creating positive impact for people

andcommunities.

Information on how we implemented the strategy during the

year is set out in the following sections.

Investing in our capabilities

Tritax Management continued to invest significantly in its own capabilities which in turn enhances the service provided to Tritax Big Box. In

addition to the dedicated senior team working exclusively on Tritax Big Box, Tritax Management has grown its broader team, developing

people capabilities and broadening its skillset. External new hires have added further expertise to asset management capabilities and the

support functions have also been expanded to ensure specialist expertise is in place to further support Tritax Big Box (e.g. Marketing, ESG

and People Development). Learning and Development is a strategic priority and is provided to all staff as part of Continuous Professional

Development, including technical, regulatory and sector-specific content. Soft skills training has also been widely introduced together with

well-being topics (e.g. mental health). Training content is tailored to the needs of staff and so is either provided online, face-to-face, on an

individual basis or in group format. We are pleased to report another strong result in our employee satisfaction survey in which 88% of

employees took part and we recognised a 80% score, in line with our 2022 performance.

43Tritax Big Box REIT plc Annual Report 2023 43

Strategic report Governance Financial statements

1. High-quality assets attracting world-leading customers

Our priorities for 2023

We set the following priorities for 2023 in relation to the investmentportfolio:

Priority Progress

Closely monitor customers’ credit quality in the face of a

potential UK recession.

Continued to regularly analyse customers’ financial strength, based on

third-party data, financial results, regular meetings with customers’ senior

management and our observations from conducting approximately 130 site

inspections during the year. Customer credit quality is ultimately reflected in

continuing to collect 100% of rent due in 2023, our tenth consecutive year of

doing so.

Evaluate:

•

the weighting of the portfolio between Foundation

and Value Add, to inform our approach to active

management of the portfolio; and

•

the geographic composition and range of building sizes

within the portfolio, to maintain an appropriate balance

between rental growth, covenant strength and risk.

We continually evaluate individual assets and the overall shape of the portfolio,

to identify opportunities for maximising future returns. During the year, we

disposed of assets where business plans had been realised and acquired

assets with the potential to add greater value. This was aligned with our

objective of reinvesting into opportunities with higher risk-adjusted returns

andbroadening the range of building sizes, by adding smaller last-mile units

through development and acquisitions.

Investment portfolio key figures

Total portfolio value

£5.03bn -0.6%

(2022: £5.06bn)

Number of investment assets

78 -1.3%

(2022: 79)

Gross lettable area

35.6m sq ft -5.0%

(2022: 37.5m sq ft)

Portfolio ERV

£277.0m +3.8%

(2022: £266.8m)

LFL ERV Growth

6.9% -2.3pts

(2022: 9.2%)

Number of customers

61 +19.6%

(2022: 51)

Portfolio Vacancy

2.5% +0.4pts

(2022: 2.1%)

WAULT

11.4yrs -1.2yrs

(2022: 12.6yrs)

Rent collection

100% 0pts

2022: 100%

44 Tritax Big Box REIT plc Annual Report 202344

Strategic report Governance Financial statements

strategy are increasing the number of urban and last-mile units in the

portfolio. At the year end, the portfolio contained the following mix of

building sizes:

Urban/last mile

% of

contracted rent

<100k sq ft 1.7%

100–250k sq ft 9.7%

Big box

250–500k sq ft 31.5%

>500k sq ft 57.1%

As at 31 December 2023, 97.3% of the investment portfolio had

an EPC rating of C or above, and all assets certified by BREEAM

(50.7%) have a rating of Very Good or above. For new developments

completed in 2023, 100% were built to EPC A and to BREEAM Very

Good or Excellent standard. All new developments commenced

in 2023 will be constructed to a minimum standard of EPC A and

BREEAM Excellent standards.

Manager’s Report continued

Secure customer base underpins income generation

The Group’s diversified customer base includes some of the

world’s most-important companies, with 73% being part of

groups included in major stock market indices, such as the

DAX 30, FTSE All Share, SBF 120, NYSE and S&P 500.

The quality of the Group’s assets and customers enabled us

to continue to collect 100% of rent during the year; the tenth

year running.

Portfolio vacancy at the year end was 2.5% (2022: 2.1%).

The increase is relating to one building being taken back for

refurbishment just prior to the year end.

The table below lists the Group’s top ten customers:

Customer % of contracted annual rent

Amazon 14.6%

Morrisons 5.4%

Iron Mountain 4.8%

B&Q 3.9%

Tesco 3.8%

The Co-Operative Group 3.7%

Argos 3.6%

Ocado 3.4%

Marks & Spencer 3.3%

DSG Retail 2.4%

1. High-quality assets attracting

world-leading customers continued

Resilient portfolio with embedded opportunities for

valuecreation

Our total portfolio comprises:

•

the investment portfolio of assets with a lease or agreement for

lease in place, which we believe to be the strongest in Europe in

terms of asset quality, customer financial covenant strength and

lease length, and which provides lower risk but attractive and

resilient income; and

•

the development portfolio, which provides best-in-class new

assets for the investment portfolio (see insight driven development

and innovation below).

The investment portfolio is split between Foundation assets, which

provide our core long-term income, and Value Add assets, which

offer opportunities for capital or income growth through asset

management. Assets can move between these categories over

time, as our asset management activity turns Value Add assets

into Foundation, or as Foundation assets become Value Add, for

example as the lease nears expiry.

Investment portfolio Development portfolio

Foundation assets 61.4%

Land and buildings

under construction 7.7%Value Add assets 30.9%

Total Investment

Portfolio 92.3%

Total Development

Portfolio 7.7%

At the year end, the total portfolio value was £5.03 billion

(31December 2022: £5.06 billion), broadly in line with the

previous year end. This reflects stabilising asset values across

the year, development gains and our active asset management,

including 6.9% like-for-like ERV growth and the net impact of asset

acquisitions and disposals.

While “big boxes” make up most of our portfolio, we have continued

to broaden our customer offer in terms of the range of building sizes

we can provide, so we can meet customer needs for “first mile”

mission critical logistics assets through to last-mile urban delivery

units. Both our development programme and our investment

45Tritax Big Box REIT plc Annual Report 2023 45

Strategic report Governance Financial statements

Upward-only rent reviews provide attractive

income growth

All our leases benefit from upward-only rent reviews. Of total

contracted rents:

•

17.2% are reviewed annually; and

•

82.8% are reviewed in five-yearly cycles, with the timings

staggered so there are reviews taking place each year.

The table below shows the rent review types across the portfolio at

the year end:

Rent review type

% of

rent roll at

RPI/CPI linked 48.9%

Open market 29.9%

Fixed 8.7%

Hybrid (higher of inflation or open market) 12.4%

Leases with inflation-linked reviews typically specify minimum and

maximum rental growth, which average 1.5% and 3.5% respectively.

This gives certainty on the minimum rental increase within the

portfolio, which we supplement through open market and hybrid

rent reviews (totalling 42.3%, which combined provide opportunity

to capture uncapped market rental growth) and other forms of

activemanagement.

Due to the balance of open market and inflation-linked rent reviews,

and the growing rental reversion in the portfolio (see below), we

remain positive about continuing to deliver attractive, long-term

income growth from our investment portfolio.

Information on rent reviews in 2023 can be found in the direct and

active management section below.

Increasing ERVs provide significant opportunity to

grow rental income

At each valuation date, the valuer independently assesses the

estimated rental value (“ERV”) of each asset in the investment

portfolio. This is the rent the property would be expected to secure

through an open-market letting at that date.

At 31 December 2023, the portfolio ERV was £277.0 million

(2022:£266.8 million), which is £51.7 million or 23.0% (2022: 19.1%)

above the contracted rent. The portfolio like-for-like ERV increased

by 6.9% during the year. We have opportunities to capture this

reversionary potential through open market rent reviews, lease

renewals at expiry, new leases or lease regears.

Long duration, full repairing and insuring (“triple

net”) leases minimise capex and enhance

income security

At the year end, the investment portfolio’s WAULT was 11.4 years

(2022: 12.6 years), with the Foundation assets having a WAULT of

15.0 years (2022: 15.9 years).

Of total rents:

•

33.7% is generated by leases with 15 or more years to run; and

•

26.1% comes from leases expiring in the next five years, providing

near-term opportunities to capture the growing reversion within

the portfolio (see below).

The vast majority of our leases are full repairing and insuring,

equivalent to “triple net” leases in the United States. This means

our customers are responsible for property maintenance during

the lease and for dilapidations at the end of the lease term. This

minimises our irrecoverable property costs, which resulted in 100%

conversion of gross to net rental income for the year.

Our priorities for 2024

In 2024, our priorities in relation to the investment portfolio are:

•

Evaluate the overall composition of the portfolio, identifying

assets for potential disposals and to inform our asset

management and investment activities.

•

Evaluate the balance between larger and smaller assets

with a view to selectively increasing our weighting to

urbanlogistics.

•

Continue to closely monitor customer financial performance.

46 Tritax Big Box REIT plc Annual Report 202346

Strategic report Governance Financial statements

Manager’s Report continued

2. Direct and active management

Our priorities for 2023

We set the following priorities for 2023 in relation to active management:

Priority Progress

Settle outstanding open market rent reviews. Concluded five open market rent reviews in the year, including four of the six

outstanding at the start of the year. A further three open market reviews were

in negotiation at the end of 2023.

Continue to progress lease extension and renewal

discussions with customers.

Signed two lease extensions of eight and ten years and had 12 negotiations

on lease extensions ongoing at the year end.

In addition to the three assets disposed of at the start of the

year for £125 million, make further selective asset disposals,

in line with our annual target of £100 million to £200 million.

Completed a further £176 million of disposals in H2 2023, resulting in a total

of £327 million of disposal proceeds in the year, at or ahead of book

valuations and delivering an attractive blended Net Initial Yield of 4.3%.

Continue to evaluate opportunities for acquisitions. Acquired two urban last-mile logistics estates for a total of £108.0 million and

exchanged contracts on a 480,000 sq ft asset let to Co-Op, for £47.7 million,

which completed shortly after the year end.

Work with customers on further initiatives to enhance the

assets, including their ESG credentials.

Collaborated with customers on a wide range of ESG initiatives including our

solar programme. Currently in discussions on a further 20MW of projects.

Delivered good progress against all ESG targets.

Asset management key figures for 2023

Disposals

£327.0m n/m

(2022: £0.0m)

Disposals

2.97m sq ft n/m

(2022: 0.0 sq ft)

Disposals (Contracted rent)

£14.1m n/m

(2022: £0.0m)

Acquisitions

£108m n/m

(2022: £0.0m)

Acquisitions

0.52m sq ft n/m

(2022: 0.0 sq ft)

Proportion of portfolio subject

torentreview

19.0% -15.9pts

(2022: 34.9%)

Proportion of portfolio reviewed (including

reviews carried over from 2022)

22.5% -10.5pts

(2022: 33.0%)

Uplift in rents

£4.9m -3.9%

(2022: £5.1m)

Passing rent uplift following rent review

9.6% +2.0pts

(2022: 7.6%)

EPRA like-for-like rental growth

3.6% +0.0pts

(2022: 3.6%)

47Tritax Big Box REIT plc Annual Report 2023 47

Strategic report Governance Financial statements

Realising value and recycling capital

through disposals

Capital recycling is a key part of our business model. As such, we

have deliberately constructed the portfolio over the years to ensure

it contains highly attractive assets with good liquidity, enabling us

to dispose when we choose, reinvesting the proceeds into higher-

returning opportunities – such as our development pipeline – and

thereby improve and re-fine the overall quality of the portfolio.

We constantly review the Group’s portfolio, to identify assets where:

1) we have completed our asset management plans and

maximised value;

2) the asset’s investment characteristics no longer fit our desired

portfolio profile; or

3) the asset’s future performance may be below others in the

portfolio or have more risk attached to it.

We identify assets for disposal by analysing the associated risk and

return profile. Risk criteria we consider include age, location, covenant

strength, geographic and customer concentration, rental income profile,

ESG performance and the opportunity for future rental growth. We

analyse the potential future return expectations based on our asset

management plans, view of rental growth, capex requirements and any

marketing void and tenant incentive, in addition to considering further

ESG performance enhancements.

We look closely at the capital market conditions to establish whether

we are optimising our engagement and/or execution at the correct

point during the prevailing market cycle. We continually profile the most

active buyers to establish their desired income profile coupled with

their transactional experience and credibility to ensure we engage with

purchasers with high execution abilities.

We maintain regular contact with other investors to track forthcoming

sales and establish the drivers behind the disposals and whether

we can use our track record to our advantage. We have developed

a strong reputation in the market for being both well capitalised and

knowledgeable, enabling us to act quickly (subject to acquisition

due diligence). In line with this, we regularly engage with landlords,

developers and brokers to ensure we are informed on near/medium-

term opportunities to reinvest in land, developments or income-

producing acquisitions.

During the year we disposed of the following assets, which in aggregate

achieved prices at or above their book values, thereby demonstrating

the quality of our properties in what has been a difficult market to

transact in over the last 12 months:

Asset Sq Ft (’000s) WAULT (years) Occupier

Corby 848 15.3 Eddie

Stobart

Raunds 659 22.9 Howdens

Knowsley 578 13.5 Matalan

Skelmersdale 470 1.4 DHL

Worksop 331 12.5 Cerealto

Littlebrook 4A/B (vacant) 84 n/a n/a

2,970

Acquiring investments with asset management

potential and that broaden our customer offer

While development remains the primary focus of our capital

deployment given the attractive returns it delivers, we continue

to look for investments that can generate accretive total returns,

support our income growth and broaden our customer offer. This

forms part of our ongoing portfolio optimisation and complements

our development activity by typically offering lower risk and more

immediate income.

In line with our objective of broadening our customer offer, and

following the market repricing in 2022/23, we saw an opportunity

to deliver an appropriate level of risk-adjusted return by acquiring

smaller assets in strong urban locations, to complement our

predominately big box portfolio. These smaller assets increase our

scope for capturing market rental growth more frequently, as they

typically have shorter leases than big boxes and therefore create

more regular asset management opportunities. Consistent with

our strategy and focus on portfolio quality, we continue to focus on

assets which have strong fundamentals, are well-configured and

have strong ESG credentials or the ability to reposition, thereby

enhancing their overall quality.

We appraised many opportunities during the year and were highly

selective in those we chose to take forward ensuring they meet our

property quality, investment strategy and total return targets. As a

result, we acquired:

•

Junction 6 Logistics Park, a core urban logistics estate within

3 miles of the centre of the UK’s second largest city, for £58.0

million. The asset is in a prime location near Birmingham and

comprises 12 units totalling 384,000 sq ft. The WAULT of

1.6years on acquisition provides opportunities to enhance the

property specification, deliver improved ESG performance and

capture rental reversion. The average passing rent at acquisition

is c£7.30 psf compared with the ERV of c£10.90 psf, which is

reflected in the reversionary yield of 6.7%.

•

A three-unit scheme in Enfield totalling 130,000 sq ft plus an open

storage site of c.1.2 acres for £49.9 million. The scheme, located

in a well-established urban last-mile location, with immediate

access from Junction 25 of the M25, had a WAULT of 0.9 years

on acquisition. It offers significant value-add potential, with one

unit vacant that has recently been refurbished to meet an A+ EPC

rating. The average passing rent of c.£11.00 psf compares with

an average ERV of c.£21.00 psf, resulting in a reversionary yield

of5.9%.

We are already making progress with our value-creation plans for

these schemes and have expanded our asset management team to

add further resource and expertise. This is enabling us to engage

directly with current and potential occupiers, to discuss our plans

with them and understand their requirements. Early successes

include agreeing a five-year lease on the vacant unit at Enfield,

at a rent more than 20% ahead of the ERV, with other leasing

discussions under way.

We also look to acquire prime big box investments that we consider

mispriced. In November 2023, we exchanged contracts to acquire

a c.480,000 sq ft asset on Castlewood Business Park, close to

Derby, Sheffield and Nottingham. The asset is let to Co-Op, and

is a mission critical temperature-controlled facility on a lease with

nine years remaining. The Co-Op is an existing Group customer at

two other buildings. The investment acquisition offers strong rental

growth potential, with a passing rent of £5.86 psf compared to an

ERV of c.£7.50 psf. The purchase price of £46.0 million equates to

a NIY of 5.75% and a reversionary yield of 7.3%. The acquisition

completed in January 2024.

Growing and lengthening income

The mix of rent review frequencies meant 19.0% of the portfolio was

subject to review in 2023, compared to 34.9% in 2022 and 26.7% in

2024. During the year, we agreed 13 rent reviews, including four of

the six open market rent reviews that were outstanding from 2022.

The table below summarises the outcome of these reviews, showing

the strong rental uplifts from the open market reviews concluded

in the year. The relatively small proportion of the portfolio subject

to review in the year was reflected in our EPRA like-for-like rental

growth figure, which was 3.6%. A further three open-market or

hybrid rent reviews were in negotiation at the year end.

48 Tritax Big Box REIT plc Annual Report 202348

Strategic report Governance Financial statements

2. Direct and active management continued

Growing and lengthening income continued

Rent reviews completed in 2023 by type:

Number

% of

contracted

rent

Growth in

passing rent

Index linked 5 13.7% 3.0%

Open market/hybrid 5 5.6% 27.2%

Fixed 3 3.2% 3.7%

Total 13 22.5% 9.1%

During the year, we completed a reversionary lease extension

with a customer, agreeing a ten-year lease from August 2023 that

provides security of income and increases the value of the asset.

We also extended a lease by eight years, to align with the term

on a new lease with the same customer on a second unit, which

came through our development programme. At the year end, lease

negotiations were under way across 12 assets or units, including

proposals for lease extensions and solar schemes with the potential

to generate nearly 20 MW of renewable energy.

Enhancing ESG through integration, engagement

and active management

By working in partnership with customers on ESG initiatives, we

can increase rental income, asset liquidity and capital values,

prolong an asset’s life, reduce obsolescence risk and contribute

to local communities. At the same time, our customers can

enhance their working environments, reduce their operating costs

and make progress towards their own ESG targets. To maximise

the effectiveness of our approach, we have integrated ESG

considerations throughout the investment lifecycle, from asset

selection and development to asset management and disposal,

as well as our engagement with occupiers and our management

of the Group’s supply chain.

We made good progress against our ESG targets which relate to

the four themes in our strategy. Specific achievements include:

•

Sustainable buildings: We implemented a new ESG due

diligence framework, which includes embedding consideration

of climate and carbon related risks into our day-to-day

operations. Our commitment to sustainable development

encompasses our standards for construction, which includes

achieving a minimum of BREEAM ‘Excellent’ and EPC A grade

on all new buildings. In addition, we have done significant work

on reviewing the resilience of the power supplies to our assets

and the demands they will face, for example as customers

increase automation or charge increasing numbers of electric

vehicles. Potential solutions include solar scheme incorporating

private wire networks, allowing occupiers to share renewable

energy generated on-site.

•

Climate and carbon: On operational carbon we continue

to deliver and refine the Group’s net zero pathway. This is an

ongoing process, as we integrate our current development

programme and our asset management plans for each building

into the pathway and engage with customers to understand

their plans for decarbonising their operations, which are key

for reducing Scope 3 emissions. We are aiming to publish

an update to our NZC pathway during the forthcoming

financialyear.

•

Nature and wellbeing: During 2023, we continued our

work to establish the current baseline for biodiversity across

the investment portfolio. Following baseline assessments,

our biodiversity initiatives include wildflower areas to support

pollinators, as well as insect hotels, bird boxes and beehives.

We have also put the necessary processes in place to ensure

our developments will deliver the 10% biodiversity net gain that

will be required under imminent legislation.

•

Social value: During 2023 we established the TM LLP

(“Tritax”) Social Impact Foundation to provide an internal centre

of excellence for the delivery of social impact investment.

Thefoundation will help demonstrate and expedite our delivery

of social value, through veritable reporting.

In October 2023, we announced the signing of a new £500 million

revolving credit facility, which gives us the ability to reduce the

interest rate margin over time by meeting ESG-related targets.

More information can be found in the Debt capital section of the

Financial Review.

As a result, we ranked as the industrial sector’s GRESB 2023

Listed Sector Leader and Sector Leader, both for Europe

and globally. We also achieved a Sustainalytics score of 7.6

(Negligible Risk) and were awarded the Region and Industry Top

Rated badges, whilst retaining our EPRA sBPR Gold Award.

Finally, we submitted to CDP for the second year running.

CDP (formerly carbon disclosure project) is the worlds most

comprehensive environmental dataset and the gold standard of

environmentalreporting.

Our priorities for 2024

In 2024, our priorities in relation to active management are:

•

Seek to dispose of £100-200 million of assets, subject to

market conditions and opportunities within the investment

market, in line with our ongoing approach to capital rotation.

•

Implement our asset management plans, with a particular

focus on recently acquired urban logistics assets with

significant reversionary potential.

•

Enhance our ESG performance, including a programme to

determine viable projects and costs for works to achieve net

zerocarbon.

Manager’s Report continued

49Tritax Big Box REIT plc Annual Report 2023 49

Strategic report Governance Financial statements

3. Insight driven development and innovation

Development key figures for 2023

Development completions

2.2m sq ft +83.3%

(2022: 1.2m sq ft)

Development completions let

1.9m sq ft +216.7%

(2022: 0.6m sq ft)

Development completions

(to passing rent)

£13.6m +156.6%

(2022: £5.3m)

Development starts

1.7m sq ft -41.4%

(2022: 2.9m sq ft)

Development starts (ERV)

£15.6m -33.3%

(2022: £23.4m)

Development lettings

0.9m sq ft -71.0%

(2022: 3.1m sq ft)

Development lettings

£7.8m -66.5%

(2022: £23.3m)

Average development yield on cost

6.70% +0.5pts

(2022: 6.20%)

Planning consents secured

0.9m sq ft -43.8%

(2022: 1.60m sq ft)

Total planning consented land

6.3m sq ft -10.0%

(2022: 7.0m sq ft)

Our priorities for 2023

We set the following priorities for 2023 in relation to our developmentprogramme:

Priority Progress

Commence construction of between 2 to 3 million sq ft of new

developments while keeping a close eye on the macroeconomic

backdrop, within our yield on cost guidance of 6-8%.

Construction starts totalled 1.7 million sq ft, just below our target range

as we prudently scaled back our activity early on in the year into the

face of heightened occupational and investment market uncertainty. We

delivered an attractive yield on cost of 6.7% for our 2023 development

lettings as rising rents coincided with a stabilisation, and in some cases

declines, in construction costs.

Secure a blend of pre-let and speculative lettings. Achieved lettings on 0.9 million sq ft of developments, adding £7.8 million

or 3.5% to Dec 2022 Contracted annual rent, whilst noting that a

further 0.9 million sq ft remains in solicitors’ hands.

Progress planning consents and ensure sufficient consented land

is in a credible delivery state to support our long-term development

activity, and aim to replenish land once developed.

Obtained new planning consents on 0.9 million sq ft, continued

totransition land to a credible delivery state, and secured options

onnew sites.

Continue to develop our low-carbon baseline specification and

work towards embodied and whole life carbon performance targets.

Completed projects in line with low carbon baseline specification

including detailed monitoring of embodied carbon performance

–seeEnhancing ESG through integration, engagement and active

management above.

A carefully considered and low-risk approach

todevelopment

Development is a key driver of our returns, as we target a yield on

cost of 6-8% while carefully managing risk.

We control the UK’s largest land portfolio for logistics development,

capable of delivering approximately 42.5 million sq ft of new logistics

space. Our development programme therefore has the potential to

more than double the size of our business, by providing a pipeline of

high-quality new assets for the investment portfolio through a blend

of pre-let and speculative developments. The pipeline is diversified

geographically and is highly flexible in terms of building size and

location, enabling us to match our customers’ requirements all the

way from urban or last mile assets to “mega boxes”. This means

the balance of the investment portfolio will gradually evolve, to

reflect this broader mix of building sizes and the attractive blend of

lease profiles.

We hold most of the land portfolio through long-term option

agreements. These are capital efficient and reduce risk, as we

typically only buy the land once we have received planning consent

and have flexibility over the quantum and timing of our purchases.

The options include both a pre-defined discount to prevailing

land prices and enable us to offset much of the planning and

infrastructure costs associated with a site from the purchase price.

This combination means we typically secure an attractive profit on

the land on drawdown, in addition to minimising the impact to the

business of changing land values.

50 Tritax Big Box REIT plc Annual Report 202350

Strategic report Governance Financial statements

Manager’s Report continued

3. Insight driven development and

innovation continued

A carefully considered and low-risk approach

todevelopment continued

While the primary intention of our development programme is to

create income-producing assets for the investment portfolio, we will

occasionally work with a customer to develop an asset for freehold

sale to them, where this will help us to gain planning, open up a site

and accelerate our profit capture.

Our Investment Policy limits land and development exposure to 15%

of GAV, including a maximum exposure to speculative development

of 5% of GAV. At the year end we remained well within these limits:

•

land and development exposure was 7.7% of GAV; and

•

speculative exposure (based on aggregated costs) was 2.3%.

Managing build costs

Following the rapid increase in build costs in 2022 we have seen

a more stable environment in 2023, with the upward pressure

on material pricing having eased. The reduction in speculative

development programmes across the industry has also led to greater

contractor capacity, leading to increased competition within tenders

for new projects. We have excellent relationships with key suppliers

and the scale of our development programme means we benefit from

both contractor loyalty and considerable buying power. We closely

monitor the financial strength of our contractors and place our main

building contracts with contractors that are experienced in logistics

warehousing and exhibit financial stability.

We maintain our guidance of delivering a 6-8% yield on cost on our

overall development programme, with our current development starts

expected to be delivered at an estimated 7.0% yield on cost.

Moderating development starts in 2023

In 2023, we made excellent operational progress, reaching

practical completion on 2.2 million sq ft of leased buildings, which

added £13.6 million to passing rents. We started 1.7 million sq ft

of new developments, marginally below our long-term guidance

of 2-3 million sq ft, having taken a more cautious approach to

development activity in early 2023 given the challenging macro-

economic backdrop. These developments have the potential to

add£15.6million to contracted annual rent.

In addition, we:

•

achieved 0.9 million sq ft of development lettings, increasing

contracted annual rent by £7.8 million; and

•

obtained outline planning consent for a further 0.9 million sq ft.

The UK’s largest land portfolio for

logisticsdevelopment

We categorise our development portfolio as follows, based on the

timing of opportunities:

1) Current Development Pipeline – assets under construction,

which are either pre-let, let during construction or speculative

developments. The Group owns these sites.

2) Near-term Development Pipeline – sites with planning

consent received or submitted, and where we aim to begin

construction in the next three years. The Group will own some

of these sites, with others held under option pending planning

consent or where we have achieved outline planning but have

yet to acquire the land.

3) Future Development Pipeline – longer-term land opportunities,

which are principally held under option, and which are typically

progressing through the planning process.

1) Current development pipeline – assets under construction tobe delivered in next 12 months

At 31 December 2023, the Group had the following assets in the Current Development Pipeline. The total estimated cost to complete

is£128.1million and the assets have the potential to add £18.9 million to annual passing rents.

Estimated costs to completion

Period

Total

£m

H1 2024

£m

H2 2024

£m

H1 2025

£m

Total sq ft

Contractual

rent/ERV

£m

Current speculative development 124.7 49.7 64.1 10.9 1.7 15.7

Current let/pre-let development 3.4 2.5 0.8 0.1 0.4 3.2

Total 128.1 52.2 64.9 11.0 2.1 18.9

Note: In addition to the Current development pipeline the Group had one asset which had reached practical completion and has a lease

commencing on 3 January 2024. Therefore, in addition to the contractual rent / ERV of £18.9 million within the above table, an additional

£3.7million of passing rent has already commenced in early 2024.

51Tritax Big Box REIT plc Annual Report 2023 51

Strategic report Governance Financial statements

Our priorities for 2024

In 2024, our priorities in relation to our development programme are:

•

Commence construction on approximately 2-3 million sq ft of new

developments in a range of building sizes, subject to changes in

the macroeconomic backdrop.

•

Secure a blend of pre-let and speculative lettings with an average

targeted yield on cost of 7.0%.

•

Progress planning consents and ensure sufficient consented

land is in a credible delivery state to support our long-term

development activity, and aim to replenish land once developed.

•

Continue to develop our low-carbon baseline specification

and work towards embodied and whole life carbon

performancetargets.

2) Near-term development pipeline – construction expected to commence in next 12–36 months

At the year end, the Near-term Development Pipeline consisted of land capable of accommodating 9.5 million sq ft of logistics space

anddelivering £86.0 million of annual rent. Of this:

•

5.4 million sq ft relates to land with planning consent; and

•

2.0 million sq ft relates to sites where we have submitted a planning application.

As at 31 December 2023, the Group was awaiting decisions on planning applications totalling 10.9 million sq ft.

The table below presents the near-term development pipeline at the year end. Movements in the figures are driven by construction starting

(which will move space to the current development pipeline), or changes in our view on the likely timing of starts, resulting in movements

between the two categories below.

The ERVs shown below are based on current market rents and therefore assume no further rental growth before the schemes become

income producing.

Total sq ft

Current book

value

£m

Estimated cost

to completion

(Uncommitted)

£m

ERV

£m

Potential near-term starts in the next 12 months 2.4m 22.3 285.0 22.1

Potential near-term starts in the following 24 months 7.1m 103.5 812.0 63.8

9.5m 125.8 1,097.0 85.9

3) Future development pipeline

The Future Development Pipeline is predominantly controlled under

longer-term option agreements. Most option agreements contain

an extension clause, allowing us to extend the option expiry date

wherenecessary.

The Future Development Pipeline has sites at various stages of

the planning process, with multiple sites being currently promoted

through local plans. We have continued to replenish the pipeline by

securing options over new sites.

At 31 December 2023, the Future Development Pipeline comprised

1,476 net acres with the potential to support up to 31.3 million sq ft

of development and generate around £277.5 million of contracted

rent, again assuming no market rental growth.

Development Management Agreements (“DMAs”)

Under a DMA, the Group typically manages the development of an

asset for a third-party funder, in return for a fee and/or profit share.

The Group will not own the site during construction or the completed

investment. DMAs are therefore excluded from the Group’s asset

portfolio. DMAs can provide the Group with an attractive but variable

source of additional income for Shareholders, with no capital

fundingrequirements.

e The treatment and impact of DMA income is discussed in the

FinancialReview on pages 52 to 55

52 Tritax Big Box REIT plc Annual Report 202352

Strategic report Governance Financial statements

Financial Review

Delivering attractive and

sustainable performance

Frankie Whitehead

Chief Financial Officer Tritax Big Box REIT plc

Our priorities for 2023

We set the following priorities for 2023 in relation to our financial

performance and balance sheet:

Priority Progress

Maintain the Group’s strong

balance sheet and liquidity,

and keep the LTV within

guidance of 30 to 35%.

Balance sheet management

hasbeen a key focus

throughout 2023. The LTV

atthe year end was 31.6%

(31December 2022: 31.2%).

The Group had liquidity of £567

million at 31 December 2023,

comprising cash balances and

undrawn debt facilities.

Target further growth in income

and earnings and therefore

enhance the dividend on a

sustainable basis.

See Overview.

Refinance the £450 million RCF

maturing in December 2024.

We refinanced the Group’s

£450 million revolving credit

facility and increased it to £500

million. The Group now has no

debt facilities maturing before

mid-2026.

Overview

The Group’s financial performance has continued to reflect its strong

operational performance. Net rental income grew on the back of

development completions, rent reviews and asset acquisitions,

partially offset by the impact of asset disposals. Adjusted earnings

also benefited from a reduction in administrative costs, primarily

reflecting the reduction in the investment management fee. However,

the timing of DMA projects meant the Group earned no DMA income

in the year (2022: £9.3 million).

The key constituents of Adjusted EPS growth in the year are shown

in the table below:

Pence

Adjusted EPS in 2022 7.79

Investment asset rental growth 0.19

Development completions 0.96

Asset acquisitions 0.08

Asset disposals (0.40)

Administrative expenses 0.16

Net finance costs (0.38)

Other (0.16)

DMA income (0.49)

Adjusted EPS in 2023 7.75

The total dividend for the year was 7.30 pence per share

(2022:7.00 pence), an increase of 4.3% and in line with the

Group’sdividend policy.

A key focus for the year was around the preservation of balance

sheet strength across key financial indicators. The Group managed

its sources and uses of capital in a disciplined way with net debt and

its loan to value remaining broadly stable across the year.

Presentation of financial information

The financial information is prepared under IFRS. The Group’s

subsidiaries are consolidated at 100% and its interests in joint

ventures are equity accounted for.

The Board continues to see Adjusted EPS

as the most relevant

measure when assessing dividend distributions. Adjusted EPS is

based on EPRA’s Best Practices Recommendations excluding items

considered to be exceptional, not in the ordinary course of business

or not supported by cash flows.

Tritax Symmetry succession planning and

extinguishment of B&C share liabilities

In August 2023, the Group completed the acquisition of the 13%

of Symmetry Management Shareholders’ equity interest in Tritax

Symmetry Holdings Limited (“TSHL”), which formed part of the

contingent consideration following the Symmetry acquisition in

February 2019.

53Tritax Big Box REIT plc Annual Report 2023 53

Strategic report Governance Financial statements

The B and C Non-Hurdle shares in TSHL, were acquired for a

total consideration of £65.0 million, and were settled through a

combination of cash and the issue of new ordinary shares in the

Company. At this time the founding directors (excluding Andrew

Dickman) fully stepped away from the business.

In conjunction, the Group also purchased the remaining C Hurdle

shares in TSHL, awarded under the previous arrangements, valued

at £1.6 million as at 30 June 2023 for a combination of cash and the

issue of new Ordinary Shares.

The total consideration paid was £66.6 million. Subsequently

£49.6million was invested into 34.9 million new Ordinary Shares

issued at a price of 142 pence per share.

Under the previous arrangement, the Company had an ability to

buyback the remaining B and C shares post December 2026. This

was, in part, an acceleration of the charge to EPRA NTA that would

have been expected to be charged during the period June 2023 to

December 2026, should the B shares have remained in place.

Following the acquisition, the full quota of B and C shares (equivalent

to the 13% equity interest) were extinguished and the Company now

owns 100% of TSHL and benefits from the full economic rights to all

future value created from the Symmetry development portfolio. The

B and C share liability recognised within the Statement of Financial

Position, as at 30 June 2023, was £45.1 million and therefore a

resultant early extinguishment charge has been recognised in

the Statement of Comprehensive Income equalling £21.1 million

during the year.

The charge to EPRA NTA resulting from the early settlement,

including the issue of the new ordinary shares amounted to

approximately 1.8 pence, or 1.0% of EPRA NTA.

We saw this as an excellent opportunity to further align the

incentivisation of the remaining TSHL team, led by Andrew Dickman,

with the Group and Shareholders. Alongside the above purchase,

we have therefore put in place a long-term scheme that rewards

value created within the Symmetry development portfolio.

We believe that the new arrangement is likely to result in a better

financial outcome for Shareholders over the period to December

2026, assuming a certain level of development is undertaken,

basedon existing business plans.

Financial results

Net rental income

Net rental income grew by 7.8% to £222.1 million (2022: £206.0million).

EPRA like-for-like rental growth was 3.6%, reflecting the comparatively

small number of rent reviews arising in the year.

Contracted annual rent at the year end was £225.3 million

(31 December 2022: £224.0 million), with the movement

reconciled below:

£m

As at 31 December 2022 224.0

Developments 7.8

Rental reviews and asset management 4.9

Acquisitions 4.6

Disposals (14.1)

Lease expiry (1.9)

As at 31 December 2023 225.3

The annual passing rent at the year end was £217.0 million

(31December 2022: £205.1 million), with the increase of 5.8% driven

by development completions, rent reviews and acquisitions, offset

by disposals.

Administrative and other expenses

Administrative and other expenses, which include all the operational

costs of running the Group, were £28.9 million (2022: £32.2 million).

The Investment Management fee for the year fell by 15.4% to

£22.0million (2022: £26.0 million), reflecting the reduction in net

asset value during the second half of 2022, as well as the lower

fee scale with effect from 1 July 2022, following changes to the

Investment Management Agreement announced in the prior year.

This contributed to the expected reduction in the EPRA Cost Ratio

(including and excluding vacancy cost), which was 13.1% (2022: 15.7%).

Operating profit

Operating profit before changes in fair value and other adjustments

was £193.2 million (2022: £183.1 million).

The Group earns DMA income from managing developments for

third parties. DMA income is more variable than property rental

income, and we include it within Adjusted earnings as it is supported

by cash flows. We expect DMA income in a typical year to be £3.0-

5.0 million, over the medium term. However in 2023, the Group

recognised no DMA income due to a timing delay on a certain

project (2022: £9.3 million). Due to this deferment, we therefore

expect the DMA income in 2024 to be in excess of £8 million.

Share-based payment charge and contingent consideration

Senior members of the Tritax Symmetry team were B and C

Shareholders in TSHL prior to the extinguishment of these shares

(as noted below). Under IFRS, the B and C Shareholders’ value was

split between:

i) contingent consideration, determined by certain provisions under

the shareholder agreement between Tritax Symmetry HoldCo and

the Tritax Symmetry Management Shareholders and

ii) a share-based payment charge, which is the compensation

the B and C Shareholders received as a result of their economic

right to a share of the future performance of Tritax Symmetry

Development Assets.

Between 1 January and 17 August 2023, the date on which

the Company completed the acquisition of the B and C shares,

£2.9million (2022: £1.9 million) was charged to the Group Statement

of Comprehensive Income in respect of share-based payment

charges and £0.4 million was charged in respect of contingent

consideration (2022: £1.1 million gain).

Financing costs

Net financing costs for the year were £44.9 million (2022: £37.8 million),

excluding the loss in the fair value of interest rate derivatives of

£11.2 million (2022: £14.9 million gain). The average cost of debt at

the year-end had increased to 2.93% (31 December 2022: 2.57%),

with 96% (2022: 100%) of the Group’s drawn debt being either fixed

rate or covered by interest rate caps (see hedging policy below).

The movement in net financing costs therefore reflects the higher

average cost of debt alongside the increase in average drawn

debt throughout the period which stood at £1,629.2 million (2022:

£1,488.0 million). £4.6 million of interest expense was capitalised

(2022: £4.7 million), reflecting the level of capital deployed into active

development projects in the period.

The interest cover ratio, calculated as operating profit before

changes in fair value divided by net finance expenses, was 4.3x (FY

2022: 4.8x). The net debt to EBITDA ratio was 8.2x (FY 2022: 8.6x).

Tax

The Group has continued to comply with its obligations as a UK REIT

and is exempt from corporation tax on its property rental business.

A tax charge of £0.6 million arose in the year (2022: £1.6 million credit),

on profits not in relation to property rental business.

54 Tritax Big Box REIT plc Annual Report 202354

Strategic report Governance Financial statements

Financial Review continued

Financial results continued

Profit and earnings

Profit before tax was £70.6 million (2022: £601.0 million loss), with the

movement between the two years primarily reflecting the reduction in

property valuations in 2022. Basic EPS was 3.72 pence (2022: 32.08

pence loss per share). Basic EPRA EPS, which excludes the impact

of property valuation movements but for FY23 includes the one-off

early extinguishment charge, was 6.01 pence (2022: 7.92 pence).

Adjusted EPS

for the year was 7.75 pence (2022: 7.79 pence) with

the supporting calculation being found in note 13 to the accounts.

The metric we see as closest to recurring earnings is Adjusted EPS

excluding DMA income above the anticipated run-rate. As there

was no DMA income in 2023, this measure is the same as Adjusted

EPS for the year. For 2022, Adjusted EPS

excluding additional DMA

income was 7.51 pence.

Dividends

We aim to deliver an attractive and progressive dividend. The

Board’s policy is for the first three quarterly dividends to each

represent 25% of the previous full-year dividend, with the fourth-

quarter dividend determining any progression. The aim is to achieve

an overall pay-out ratio in excess of 90% of Adjusted earnings.

The Board has declared the following interim dividends in

respect of 2023:

Declared

Amount

per share

In respect of

three months to

Paid/to be

paid

4 May 2023 1.75p 31 March 2023 1 June 2023

2 August 2023 1.75p 30 June 2023 31 August 2023

20 October

2023 1.75p 30 September 2023 17 November 2023

1 March 2024 2.05p 31 December 2023 2 April 2024

Total dividend

for 2023 7.30p

The total dividend was 4.3% up on the 7.00 pence paid in respect of

2022. The pay-out ratio was 94% of Adjusted EPS.

Portfolio valuation

CBRE independently values the Group’s assets that are leased,

pre-leased or under construction. These assets are recognised

in the Group Statement of Financial Position at fair value. Colliers

independently values all owned and optioned land. Land options

and any other property assets are recognised at cost, less

amortisation or impairment charges under IFRS.

The share of joint ventures comprises 50% interests in two sites at

Middlewich and Northampton, relating to land and land options.

These two sites are equity accounted for and appear as a single line

item in the Statement of Comprehensive Income and Statement of

Financial Position. The total portfolio value at 31 December 2023

was £5.03 billion, including the Group’s share of joint ventures:

31 December

2023

£m

31 December

2022

£m

Investment properties 4,843.7 4,847.3

Other property assets 2.3 2.3

Land options (at cost) 157.4 157.4

Share of joint ventures 24.7 27.2

Asset held for sale — 25.1

Portfolio value 5,028.1 5,059.30

The loss recognised on revaluation of the Group’s Investment

properties was £38.1 million (2022: £759.5 million loss). The portfolio

equivalent yield at the year end was 5.6% (31 December 2022:

5.3%), with minor outward yield movement mitigated through income

growth across the portfolio. This was supplemented by continued

progress with the development programme and further growth in

ERVs, which were 6.9% higher over the year.

Capital expenditure

Capital expenditure into developments was £208 million in 2023

(2022: £339 million), enabling construction starts across 1.7 million

sq ft. This was within our guidance for 2023 of £200-250 million

of development expenditure for the year. In addition, the Group

acquired two urban assets totalling £108 million and made disposals

realising proceeds of £327 million.

Embedded value within land options

Under IFRS, land options are recognised at cost and subject

to impairment review. As at 31 December 2023, the Group’s

investment in land options totalled £157.4 million (31 December 2022:

£157.4million). We continue to progress strategic land through the

planning process. During the year we transferred £16.8 million of

land held under option to assets under construction.

As the land under option approaches the point of receiving planning

consent, any associated risk should reduce and the fair value should

increase. When calculating EPRA NTA, the Group therefore makes a

fair value mark-to-market adjustment for land options. At the year end,

the fair value of land options was £26.5million greater (31December

2022: £20.4 million greater) than costs expended to date.

Net assets

The EPRA NTA per share at 31 December 2023 was 177.15 pence

(31 December 2022: 180.37 pence). The table below reconciles the

movement during the year:

Pence

As at 31 December 2022 180.37

Investment assets (2.30)

Development assets 0.22

Land options 0.32

Operating profit 7.81

Charge for early settlement of B and C shares (1.81)

Dividends paid (7.12)

Other (0.34)

As at 31 December 2023 177.15

The Total Accounting Return for 2023, which is the change in EPRA

NTA plus dividends paid, was 2.2% (2022: -15.9%).

Debt capital

At 31 December 2023, the Group had the following borrowings:

Lender Maturity

Loan

commitment

£m

Amount drawn

at 31 December

2023

£m

Loan notes

2.625% Bonds 2026 Dec-26 250.0 249.7

2.86% Loan notes 2028 Feb-28 250.0 250.0

2.98% Loan notes 2030 Feb-30 150.0 150.0

3.125% Bonds 2031 Dec-31 250.0 248.0

1.5% Green Bonds 2033 Nov-33 250.0 247.1

Bank borrowings

RCF (syndicate of

sevenbanks) Oct-28 500.0 194.0

RCF (syndicate of

sixbanks) Jun-26 300.0 75.0

Helaba Jul-28 50.9 50.9

PGIM Real Estate

Finance Mar-27 90.0 90

Canada Life Apr-29 72.0 72

Total 2,162.9 1,626.7

1 Excluding exceptional development management agreement income.

55Tritax Big Box REIT plc Annual Report 2023 55

Strategic report Governance Financial statements

In October 2023, the Group signed a £500 million sustainability-

linked unsecured revolving credit facility (“RCF”) with a syndicate

of its existing relationship banks and new lenders. This replaced

the previous £450 million RCF, which was due to mature in

December 2024. The new RCF has an initial five-year term, which

may be extended to a maximum of seven years at the Company’s

request, subject to lender consent. It also contains an uncommitted

£200million accordion option.

The pricing is unchanged, with an opening margin of 120 bps.

TheGroup has the opportunity to improve the margin, subject to its

performance against four sustainability-linked KPIs, which align with

our ESG targets and sustainability strategy. The KPIs specify any

new developments should have a minimum BREEAM certification,

areduction in embodied carbon and a minimum biodiversity net gain

within the development footprint, and that EPC ratings should be

improved across the investment portfolio.

Interest rates and hedging

Of the Group’s drawn debt as at 31 December 2023, 80% was

at fixed interest rates. For its variable rate debt, the Group uses

interest rate caps which run coterminous with the respective loan

and protect the Group from significant increases in interest rates.

At the start of the year, the Group had interest rate caps in place

across £299.3million of debt, with an average cap rate of 1.19%.

£150million of legacy notional interest rate caps were due to expire in

H2 2023, which were replaced with £100 million of new interest rate

caps, leading to an average cap rate across £249.3 million of interest

rate caps of 2.43% as at 31 December 2023. As a result, theGroup

had either fixed or capped rates on 96% of its drawn debtat the

year end and the average cost of borrowing at 31December 2023

increased to 2.93% (31 December 2022: 2.57%).

Debt maturity

At the year end, the Group’s debt had an average maturity of

5.2years (31 December 2022: 5.4 years). With the new RCF in place,

the Group now has no debt maturing before mid-2026.

Loan to value (“LTV”)

The Group has a conservative leverage policy. At the year end, the

LTV was 31.6% (31 December 2022: 31.2%), reflecting a stable net

debt position and the modest decline in portfolio valuation.

Net debt and operating cash flow

Net debt at the year end was £1,590.3 million, comprising

£1,626.7million of gross debt less £36.4 million of cash

(31December 2022: £1,624.0 million gross debt, £71.1 million cash).

Net operating cash flow was £185.4 million for the year

(2022:£177.4 million).

Priorities for 2024

Our financial priorities for 2024 are to:

•

Maintain the Group’s strong balance sheet and liquidity, and keep

the LTV within guidance of 30 to 35%.

•

Target further growth in income and Adjusted earnings and

therefore enhance the dividend on a sustainable basis.

•

Continue to monitor the inherent shorter-term risks brought

by the macro-economic environment with a view to providing

the business with financial flexibility around the financing of its

strategy.

Going concern

We continue to have a healthy liquidity position, with strong levels

of rent collection, a favourable debt maturity profile and substantial

headroom against our financial covenants.

The Directors have reviewed our current and projected financial

position over a five-year period, making reasonable assumptions

about our future trading performance. Various forms of sensitivity

analysis have been performed, in particular regarding the financial

performance of our customers and expectations over lease

renewals. As at 31 December 2023, our property values would have

to fall by approximately 45% before our loan covenants are breached

at the corporate level.

At the year end, we had an aggregate of £531 million of undrawn

commitments under our senior debt facilities and £36.2 million of

cash, of which £175.8 million (see note 34) was committed under

various development and purchase contracts. Our loan to value ratio

stood at 31.6%, with the debt portfolio having an average maturity

term of approximately 5.2 years.

As at the date of approval of this report, we had substantial

headroom within our financial loan covenants. Our financial

covenants have been complied with for all loans throughout the

period and up to the date of approval of these financial statements.

As a result, the Directors have a reasonable expectation that the

Company and the Group have adequate resources to continue in

operational existence for the foreseeable future, which is considered

to be to 31 March 2025.

Credit rating

The Group has a Baa1 long-term credit rating and positive

outlook from Moody’s Investor Services, which was reaffirmed

during the year.

Alternative Investment Fund Manager (“AIFM”)

The Manager is authorised and regulated by the Financial Conduct

Authority as a full-scope AIFM. The Manager is therefore authorised

to provide services to the Group and the Group benefits from the

rigorous reporting and ongoing compliance applicable to AIFMs

in the UK.

As part of this regulatory process, Langham Hall UK Depositary LLP

(Langham Hall) is responsible for cash monitoring, asset verification

and oversight of the Company and the Manager. In performing its

function, Langham Hall conducts a quarterly review during which it

monitors and verifies all new acquisitions, share issues, loan facilities

and other key events, together with shareholder distributions, the

quarterly management accounts, bank reconciliations and the

Company’s general controls and processes. Langham Hall provides

a written report of its findings to the Company and to the Manager,

and to date it has not identified any issues. The Company therefore

benefits from a continuous real-time audit check on its processes

and controls.

Post balance sheet activity

On 12 February 2024 we announced that we had reached

agreement on the key terms of a possible all-share offer for the entire

issued and to be issued share capital of UK Commercial Property

REIT Limited. In accordance with Rule 2.6(a) of the Code, the

Company has until 5.00 pm on 8 March 2024, to either announce

a firm intention to make an offer for UKCM in accordance with Rule

2.7 of the Code or announce that it does not intend to make such an

offer, in which case the announcement will be treated as a statement

to which Rule 2.8 of the Code applies.

Frankie Whitehead

Chief Financial Officer Tritax Big Box REIT plc

29 February 2024

56 Tritax Big Box REIT plc Annual Report 202356

Strategic report Governance Financial statements

Principal Risks and Uncertainties

Managing risk

The Board has overall responsibility for risk management and internal

controls, with the Audit and Risk Committee reviewing the effectiveness

of the risk management process on its behalf. We aim to operate in a

low-risk environment, focusing on a single subsector of the UK real estate

market to deliver attractive, growing and secure income for Shareholders,

together with the opportunity for capital appreciation.

Negligible Slight Moderate Severe

Rare Low Medium High

Probability

Impact

Risk matrix – December 2023 net risk positioning

Property risk

1. Tenant default

2. Portfolio strategy and

industrycompetition

3. Performance of the UK retail

sector and the continued growth

of online retail

4. Execution of development

business plan

Financial risk

5. Debt financing – LTV, availability

and cost of debt

Corporate risk

6. We rely on the continuance

oftheManager

Taxation risk

7. UK REIT status

Other risk

8. Severe economic downturn

9. Physical and transition risks from

climate change

The Board recognises that effective risk management is important to

our success. Risk management ensures a defined approach to decision

making that decreases uncertainty surrounding anticipated outcomes,

balanced against the objective of creating value for Shareholders.

Approach to managing risk

Our risk management process is designed to identify, evaluate,

manage and mitigate (rather than eliminate) the significant risks we

face. The process can therefore only provide reasonable, and not

absolute, assurance. As an investment company, we outsource

key services to the Manager, the Administrator and other service

providers, and rely on their systems and controls.

At least twice a year, the Board undertakes a formal risk review,

with the assistance of the Audit and Risk Committee, to assess the

effectiveness of our risk management and internal control systems.

During these reviews, the Board has not identified or been advised

of any failings or weaknesses which it has determined to be material.

Risk appetite

The Group’s risk appetite is reviewed annually and approved by

the Board in order to guide the business. The risk appetite defines

tolerances and targets for our approach to risk, with our risk appetite

likely to vary over time due to broader economic or property cycles.

In addition, we have a specific Investment Policy, which we adhere to

and for which the Board has overall responsibility. For example, we

have a limit within our Investment Policy, which allows our exposure to

land and unlet development to be up to 15% of gross asset value, of

which up to 5% can be invested in speculative development.

57Tritax Big Box REIT plc Annual Report 2023 57

Strategic report Governance Financial statements

TBBR

Board

TBBR Audit

and Risk Committee

TMLLP Executive Committee

TMLLP Risk Committee

Reporting and escalation

Direction and oversight

Principal risks and uncertainties

Further details of our principal risks and uncertainties are set out

below. They have the potential to materially affect our business.

Some risks are currently unknown, while others that we currently

regard as immaterial and have therefore not been included here,

may turn out to be material in the future. The principal risks are the

same as detailed in the 2022 Annual Report.

Emerging risks

As well as the Principal risks, the Directors have identified a number

of emerging risks which are considered as part of the formal risk

review. On a biannual basis the Directors, along with the Manager,

undertake a horizon scanning exercise to identify possible emerging

risks. Emerging risks encompass those that are rapidly evolving, for

which the probability or severity are not yet fully understood. As a

result, any appropriate mitigations are also still evolving. However,

these emerging risks are not considered to pose a material threat

to the Company in the short term, although this should, however,

change depending on how these risks evolve over time. Senior

members of the Manager are responsible for day-to-day matters

and have a breadth of experience across all corporate areas; they

consider emerging risks and any appropriate mitigation measures

required. These emerging risks are then raised as part of the

bi-annual risk assessment where it is considered whether these

emerging risks have the potential to have a materially adverse

affect on the Company. The emerging risks that could impact

the Company’s performance cover a range of subjects which

include, but are not restricted to, technological advancement,

inflation and supply chain disruption. The Board is conscious that

current geopolitical events such as events in the Middle East as

well as Russia and the Ukraine are ongoing events that still have

the potential to cause great uncertainty in a short space of time,

particularly around the global supply and cost of energy, which in

turn could lead to further supply chain and inflationary pressure.

“ We have a well positioned

balance sheet with healthy

levels of liquidity and significant

covenant headroom.”

58 Tritax Big Box REIT plc Annual Report 202358

Strategic report Governance Financial statements

Principal Risks and Uncertainties continued

Property risk

1. Tenant default

The risk around one or more of our tenants defaulting.

Gross risk Mitigation Net probability Net impact

Medium –

High

Our investment policy limits the exposure to any one tenant

to 20% of gross assets or, where tenants are members

of the FTSE, up to 30% each for two such tenants. This

prevents significant exposure to a single retailer. To mitigate

geographical shifts in tenants’ focus, we invest in assets in

a range of locations, with easy access to large ports and

key motorway junctions. Before investing, we undertake

thorough due diligence, particularly over the strength of

the underlying covenant and the group of the covenants.

We select assets with strong property fundamentals (good

location, modern design, sound fabric), which should be

attractive to other tenants if the current tenant fails. We

continually monitor and keep the strength of our tenant

covenants under review. In addition, we focus on assets

let to tenants with strong financial covenant strength,

and assets that are strategically important to the tenant’s

business. Our maximum exposure to any one tenant

(calculated by contracted rental income) was 15% as at

31December 2023.

Moderate Medium – The default of one or more of

our tenants would immediately reduce

revenue from the relevant asset(s). If the

tenant cannot remedy the default and we

have to evict the tenant, there may be a

continuing reduction in revenues until we

are able to find a suitable replacement

tenant, which may affect our ability to pay

dividends to Shareholders.

2. Portfolio strategy and industry competition

The ability of the Company to execute on its strategy and deliver performance.

Gross risk Mitigation Net probability Net impact

Slight –

High

The Group is focused on a single sector of the commercial

property market, the property portfolio is 98% let, with long

unexpired weighted average lease terms and an institutional-

grade tenant base. The occupier demand is structurally

supported by e-commerce and UK infrastructure. All

the leases contain upward-only rent reviews, which are

either fixed, RPI/CPI linked or at open market value. These

factors help support our asset values and overall portfolio

performance. We undertake ongoing reviews of asset

performance along with a review over the balance of our

portfolio, split between Foundation, Value Add and Land

as well as considerations over covenant, location and

building type. Our asset performance is regularly appraised

and where we feel the assets are mature in terms of

performance, they are ear-marked for potential disposal. Our

development portfolio is executed in a low-risk manner, with

significant capital targeted for deployment once we have

secured a pre-let agreement.

Slight Medium – An adverse change in the

performance of our property portfolio may

lead to lower returns for Shareholders or a

breach of our banking covenants. Market

conditions may lead to a reduction in

the revenues we earn from our property

assets, which may affect our ability to pay

dividends to Shareholders. A severe fall

in values may result in a fall in our NAV as

well as a need to sell assets to repay our

loan commitments. In a high inflationary

environment, certain caps within rent

review clauses may prevent us from

capturing the full benefit of higher inflation.

Competitors in the sector may be better

placed to secure property acquisitions, as

they may have greater financial resources,

thereby partly restricting the ability to grow

our NAV, deliver value to Shareholders,

further diversify the portfolio and add

additional liquidity to our shares. The

impact of inflation and increasing interest

rates on transactions and investment

pricing has reduced transactional

activity in 2023.

59Tritax Big Box REIT plc Annual Report 2023 59

Strategic report Governance Financial statements

3. Performance of the sectors tenants operate in

Gross risk Mitigation Net probability Net impact

Severe –

Medium

The diversity of our institutional-grade tenant base means

the impact of default of any one of our tenants is low-

moderate. In addition to our due diligence on tenants before

an acquisition or letting, we regularly review the performance

of the retail sector, the position of our tenants against their

competitors and, in particular, the financial performance of

our tenants. We have also increasingly been diversifying our

tenant exposure to various sub-sectors of the retail sector

i.e. online, food, homeware, fashion, other. Our fashion

retail exposure is 1.4%. The risk around traditional retail is

mitigated by the increase in online retail sales and supply

chain concerns which has driven occupational demand

through 2022 into 2023. Our portfolio is modern and of a

high-quality nature and therefore is attractive to those with

an online presence.

Moderate Medium – Our focus on the UK

logistics sector means we directly rely

on the distribution requirements of UK

retailers and manufacturers in particular.

Insolvencies and CVAs among the larger

retailers and online retailers could affect

our revenues and property valuations. Poor

performance and low profitability could

affect our ability to collect rental income

and the overall level of demand for space.

This could in turn impact future rental

growth. A greater proportion of sales being

made online to some degree compensates

for this, as orders are fulfilled from the

strategically important assets that we

invest in.

4. Execution of development business plan

There may be a higher degree of risk within our development portfolio.

Gross risk Mitigation Net probability Net impact

Moderate –

High

The Company has a significant development pipeline, it

represents 7.9% of our gross assets as of 31 December 2023.

Our development strategy is low risk, and we target only

investing significant capital into a development project once

planning has been obtained or a pre-let agreement has been

secured. Our appetite for speculative development is low

and we have a limit of 5% of GAV exposed to speculative

developments within our Investment Policy. The risk of cost

overruns is mitigated by our experienced development team

which includes a thorough procurement and tender process

on all contracts, including agreeing fixed priced contracts.

We undertake thorough covenant analysis and ongoing

reviews of our contractors and secure guarantees in relation

to build contracts where possible. In respect of pre-let

forward funded developments, any risk is low, and mitigated

by the fact the developer takes on a significant amount of

construction risk and the risk of cost over-runs.

Slight Medium – Our development activities

are likely to involve a higher degree of risk

than is associated with standing assets.

This could include general construction

risks, delays in the development or the

development not being completed, cost

overruns or developer/ contractor default.

If any of the risks associated with our

developments materialise, this could affect

the value of these assets or result in a delay

to lease commencement and therefore

rental income. The occupational market

is strong and the UK is experiencing the

lowest level of vacancy rates ever, this

should be positive from a development

perspective for TBBR.

Financial risk

5. Debt financing – LTV, availability and cost of debt

Gross risk Mitigation Net probability Net impact

Slight –

Medium

The Group has diversified sources of long-term unsecured

borrowings in the form of £500 million in Public Bonds,

£400 million in Unsecured Private Loan Notes and £250

million in Green Bonds. We also have £800 million of bank

finance available split across two revolving credit facilities,

and £212.9 million of secured debt across three separate

facilities. This helps keep lending terms competitive. This

access to multiple debt markets should enable the Group

to raise future liquidity in a more efficient and effective

manner via an unsecured platform whilst at competitive

rates. The Board keeps liquidity and gearing levels under

review, as well as monitoring the bank covenants and any

associated headroom within covenant levels. We have

undrawn headroom of £531 million within our current

debt commitments, at 31 December 2023. The Group

aims, where reasonable to minimise the level of unhedged

debt with Sonia exposure, by using hedging instruments

with a view to keeping variable rate debt approximately

90%+ hedged.

Moderate Medium – Without sufficient debt funding,

we may be unable to pursue suitable

investment/development opportunities in

line with our investment objectives. If we

cannot source debt funding at appropriate

rates, either to increase the level of debt

or re-finance existing debt, this may impair

our ability to maintain our targeted dividend

level and deliver attractive returns to

Shareholders. Interest rates on the majority

of our debt facilities are fixed term, however

we do have an exposure to variable rate

debt. Noting the current environment with

interest rates on the rise (UK Base rate

at December 2023 – 5.25%), this is likely

to mean that any new debt entered into

is more expensive that our average cost

ofborrowing.

60 Tritax Big Box REIT plc Annual Report 202360

Strategic report Governance Financial statements

Principal Risks and Uncertainties continued

Corporate risk

6. We rely on the continuance of the Manager

Gross risk Mitigation Net probability Net impact

Slight –

High

Unless there is a default, either party may terminate the

Investment Management Agreement by giving not less than

24 months’ written notice. The Management Engagement

Committee regularly reviews and monitors the Manager’s

performance. In addition, the Board meets regularly with

the Manager, to ensure we maintain a positive working

relationship. Following the acquisition of 60% of the Manager

by abrdn, this enhances the resources available to the

Manager. In May 2022, Shareholder approved the extension

of the agreement with a new 5 year term. A 24 month written

notice cannot be served by either party, unless there is a

default, prior to May 2025.

Negligible Medium – We continue to rely on the

Manager’s services and its reputation

in the property market. As a result, the

Company’s performance will, to a large

extent, be underpinned by the Manager’s

abilities in the property market and its

ability to asset manage and develop its

property portfolio. Termination of the

Investment Management Agreement would

severely affect the Company’s ability to

effectively manage its operations and may

have a negative impact on the share price

of the Company.

Taxation risk

7. UK REIT status

We are a UK REIT and have a tax-efficient corporate structure, which is advantageous for UK Shareholders. Any change to our tax status or in

UK tax legislation could affect our ability to achieve our investment objectives and provide favourable returns to Shareholders.

Gross risk Mitigation Net probability Net impact

Severe –

High

The Board is ultimately responsible for ensuring we adhere

to the UK REIT regime. It monitors the REIT compliance

reports provided by:

•

the Manager on potential transactions;

•

the Administrator on asset levels; and

•

our Registrar and broker on shareholdings.

The Board has also engaged third-party tax advisers and

auditors to help monitor REIT compliance requirements.

Slight Low – If the Company fails to remain a

REIT for UK tax purposes, our property

profits and gains will be subject to UK

corporation tax.

Other risk

8. Severe economic downturn

Gross risk Mitigation Net probability Net impact

Severe –

High

A severe economic downturn could be caused by civil

unrest, terrorism or a pandemic.

The Group mitigates the impact of macro economic issues

by investing in high-quality investment assets that operate

in a sector that has strong structural drivers and a supply

demand imbalance in favour of landlords. The Group

monitors its Customer’s financial health regularly and where

possible enters into long leases.

The Manager continues to monitor the business continuity

plan of its suppliers to ensure the impact to the Group and

its service providers is minimised.

The Manager continues to monitor the impact that the

current economic uncertainty and higher inflationary

pressures are having on the Groups customers in order

to protect the Groups cash flow regarding rent collection,

impact on dividends and banking covenants.

Covid-19 has accelerated behavioural patterns such as

online shopping, which, coupled with supply chain concerns

has resulted in high levels of occupational demand. This is

highly supportive of our business model.

Moderate Low – a severe downturn in the economy

could impact a number of the Groups

tenants, contractors, and service providers,

which could mean a loss of rental income

and disruption to operations. Following

Covid-19, there has been severe pressure

on supply chains which has led to high

levels of inflation. The main effects of this

are leading to higher prices, particularly

around energy, transport and labour,

which is putting pressure on profitability of

corporates which in turn more recently has

led to slower occupier decision making.

61Tritax Big Box REIT plc Annual Report 2023 61

Strategic report Governance Financial statements

9. Physical and transitional risks from climate change

Gross risk Mitigation Net probability Net impact

Moderate –

Medium

The Manager operates with a dedicated ESG team as well

as an ESG Committee who take operational responsibility

for the Company’s ESG matters. The Manager regularly

reports to the Board, including monitoring against the

Company’s stated ESG targets and providing updates on

future initiatives. ESG is embedded within our investment

and development processes such that climate and carbon

related risks are assessed when purchasing assets and

minimum standards of BREEAM Excellent and net zero

carbon in construction are targeted for development. We

also actively participate and engage in several Real Estate

and Sustainability organisations (such as GRESB, the Better

Buildings Partnership, and the UK Green Building Council)

to ensure we are aware of future initiatives and challenges.

We measure and report annually on our key ESG metrics to

demonstrate how we are managing our ESG risks.

TBBR conducted physical and transition climate risk

assessments in 2021 (which were updated in 2022) to

understand the impacts of climate change on standing

assets, using scenario analysis. We are continuing

to integrate the outcomes of the assessments into

our investment processes, including pre-acquisition

due diligence, design specifications, and asset

management plans.

We are rated by ESG Rating Agencies that demonstrate our

ability to manage ESG risks, for example:

•

Sustainalytics – awarded industry and region top rating

•

MSCI – AA ESG Rating

•

We were awarded 4 Green Stars by GRESB and the

Global Sector Leader for Development

•

SBPR EPRA Gold.

•

CDP – B rating.

Slight Medium – Environmental sustainability is

a challenge that everyone is facing in the

present day. Changes in social attitudes,

laws, regulations, taxation, and particularly

customer and investor preferences

associated with this has the potential to

cause significant reputational damage

and financial impact on our business,

should the Company not comply with laws

and regulations, meet its ESG targets,

or not meet stakeholder expectations

in addressing these challenges. ESG

requirements are likely to increase over

time, including in relation to a transition

to a low-carbon economy, and therefore

the impact of a failure to comply has the

potential to be even greater in the future,

including through impacts on the value and

liquidity of real estate assets.

TCFD risk management response is

included in the Annual Report. See pages

69 to 71 of the 2023 report forreference.

62 Tritax Big Box REIT plc Annual Report 202362

Strategic report Governance Financial statements

Statement of the extent of consistency with the

TCFD framework

We have prepared our annual climate-related financial disclosure consistent with the

TaskForce on Climate-related Financial Disclosures (“TCFD”) recommendations and

recommended disclosures.

The disclosure reflects the 2021 Annex to the Recommendations of

the TCFD “Implementing the Recommendations of the Task Force

on Climate-related Financial Disclosures” section C (Guidance for

All Sectors) and part 3, section D (Supplemental Guidance for the

Financial Sector – Asset Managers). Plans to enhance specific

aspects of the disclosure in future reporting periods are noted where

relevant, particularly in Strategy – Recommended Disclosures b)

and c) regarding the quantification of the impact of climate-related

issues on financial performance and financial position and plans for

transitioning to a low-carbon economy.

All climate-related financial disclosures can be found below,

following the TCFD’s four pillars – governance, strategy, risk

management, and metrics and targets. Where disclosures do not

currently fully align with the TCFD recommendations, we provide

a rationale for why and outline the steps being taken to make

consistent disclosures in the future in the relevant sections below.

TCFD consistency table

Thematic area Recommended disclosure Consistency note Signposting beyond TCFD report

Governance Describe the Board’s oversight of climate-related

risks andopportunities.

Consistent Corporate Governance Report

on pages 76 to 114

Describe management’s role in assessing and

managing climate-related risks and opportunities.

Consistent Corporate Governance Report

on pages 76 to 114

Strategy Describe the climate-related risks and opportunities

the organisation has identified over the short,

medium, and longterm.

Consistent 

Describe the impact of climate-related risks and

opportunities on the organisation’s business,

strategy and financial planning.

Partially consistent

Developing

quantitative approach

to impact of risks and

opportunities



Describe the resilience of the organisation’s strategy,

taking into consideration different climate-related

scenarios, including a 2°C or lower scenario.

Consistent 

Risk

management

Describe the organisation’s processes for identifying

and assessing climate-related risks.

Consistent 

Describe the organisation’s processes for managing

climate-related risks.

Consistent Risk Management section

Describe how processes for identifying, assessing

and managing climate-related risks are integrated

into the organisation’s overall risk management.

Consistent Physical and transition risks are included

as part of the Company’s Principal Risks

and Uncertainties section on pages 56

to61

Metrics and

targets

Disclose the metrics used by the organisation to

assess climate-related risks and opportunities in line

with its strategy and risk management process.

Consistent

Disclose Scope 1, Scope 2 and, if appropriate,

Scope 3 greenhouse gas (“GHG”) emissions and

the related risks.

Consistent Scope 1, Scope 2 and material Scope 3

emissions are disclosed in the SECR

disclosure on page 73 in addition to the

Metrics and Targets table

Describe the targets used by the organisation to

manage climate-related risks and opportunities and

performance against targets.

Consistent The broader ESG targets, including net

zero carbon targets, are disclosed in the

ESG section on page 36

Task Force on Climate-related Financial Disclosures (“TCFD”) Report

63Tritax Big Box REIT plc Annual Report 2023 63

Strategic report Governance Financial statements

Governance of climate-related

risks and opportunities

The Board of TBBR

Sets the ESG strategy of the Company and has oversight of climate-related strategy and

performance against key goals and targets.

Frequency of meetings: every two months

TMLLP Investment Committee

Ensures capital expenditure is in line with

climate-related strategy and targets.

Frequency of meetings: monthly

TMLLP Risk Committee

Conducts horizon scanning of emerging

climate-related risks.

Frequency of meetings: quarterly

TMLLP ESG Committee

Jointly responsible for preparing the ESG

strategy, implementation and priorities

including climate-related strategy.

Frequency of meetings: quarterly

Tritax Symmetry Holdings

Limited (“TSHL”) Board

Ensures development programme delivers

against company’s ESG strategy and targets,

including climate targets.

Frequency of meetings: quarterly

Green Finance Sub-Committee

Approves the allocation of the Green

Bond funds.

Frequency of meetings: annually

TMLLP Executive Committee

Jointly responsible for preparing the ESG

strategy, implementation and priorities

including climate-related strategy.

Frequency of meetings: monthly

Audit and Risk Committee

Monitors climate-related risks and opportunities and other emerging

climate risks.

Frequency of meetings: 7 times per year

64 Tritax Big Box REIT plc Annual Report 202364

Strategic report Governance Financial statements

Governance

Task Force on Climate-related Financial Disclosures (“TCFD”) Report continued

Board oversight of climate-related risks and

opportunities

The Board of TBBR is responsible for setting the strategy of the

Company and in May 2020 agreed a three-year ESG strategy and

framework, which encompassed ESG goals and metrics. The

targets were refreshed and brought forward in 2023 in order to more

greatly align with the Company’s peers and customer base. Climate

change is ranked as the most material ESG issue for the Company

and is a principal risk to the business. This was determined through

a materiality exercise undertaken by a third party that included

engagement with the Board and Tritax Management LLP (the

“Manager”).

The Manager’s ESG Committee is responsible for monitoring

trends, developments, risks and opportunities in relation to climate-

related issues and any material changes are ultimately reported

up to the Board through the Manager’s ESG Director. The Board

receives updates from the Manager’s ESG Director at every Board

meeting, which occurs at least quarterly, where climate change

and the progress against the Company’s ESG targets and goals

are discussed and monitored. The Board receives other relevant

briefings, such as market updates, regulatory updates, and investor

and analyst feedback. Initiative progress reports are also provided

and include updates on the ESG programme, including ESG rating

submissions, green building certifications, green finance and climate

transition planning, as well as renewable energy opportunities and

carbon risk analysis. The Manager’s ESG Director, Legal Counsel,

secretariat and Risk and Compliance Officer monitor climate-related

transition risks relating to legislation and regulation and update the

Manager’s Executive Committee and Audit and Risk Committee

of the Board at least bi-annually on climate-related risks and

opportunities facing the Company, which forms part of the Audit and

Risk Committee’s ongoing work on risk.

The Board undertakes a detailed analysis of its ESG strategy once

a year and completes regular ESG reviews with Karen Whitworth,

Senior Independent Director of the Company determined as the

Board’s “ESG Champion”. The ESG Champion regularly meets

with the Manager’s ESG Director to discuss ESG issues including

climate-related risks and opportunities facing the Company and

reports back to the wider Board as necessary.

Through the process of regular reporting by the ESG Director and

ESG Champion to the Board, in addition to ad hoc training, the

Board considers climate-related issues when reviewing and guiding

strategy, risk management policies, annual budget and business

plans. In addition, climate-related issues are considered when

setting performance objectives within the Manager.

The Manager engages specialist consultants on an ad hoc basis

to provide executive briefings on sustainability and climate change.

This year, the Board and the Manager received third-party training

on the impacts of ESG performance on real estate asset liquidity.

Management’s role in assessing and managing

climate-related risks and opportunities

The Manager has an established an ESG Committee which is

jointly responsible with the Manager’s Executive Committee for

the delivery of the ESG strategy, including climate change and its

associated risks and opportunities. The ESG Committee is chaired

by the Head of Asset Management, Petrina Austin, who is ultimately

responsible for climate change reporting and monitoring amongst

the management team. The ESG Director is an integral member

of the Committee with onward reporting to the Company’s Board

and to the Manager’s Executive Committee. The ESG Committee

also oversees the activities of several subcommittees which focus

on different topics related to ESG – Property, Green Finance and

Wellbeing and charity.

The ESG Director is responsible for the assessment and

management of climate-related risks and opportunities on a day-to-

day basis, where appropriate engaging internal stakeholders (e.g.

asset and property managers) or external parties (e.g. customers

and investors) to support this effort. Monitoring of climate change

issues is supplemented by executive briefings from specialist

consultants and through the Company’s membership of the UK

Green Building Council (“UKGBC”) and participation in ESG-related

investor working groups.

Climate-related risks and opportunities are embedded into the

Manager’s investment processes through technical due diligence

assessments undertaken on each asset by specialised property

consultants, which inform the investment decisions of the business.

Any specific risks and opportunities relating to climate change,

such as flooding or solar capabilities, are raised with the relevant

asset manager and reported to the Investment Committee,

through Investment Committee and Acquisitions Reports. As part

of the TCFD workstream, an expert third party has also analysed

the greenhouse gas emissions performance and stranding risk

of individual assets using the Carbon Risk Real Estate Monitor

(“CRREM”) tool, and this will be undertaken for any acquisitions

going forward.

Tritax Symmetry Management Limited undertakes project specific

and ongoing risk assessments which incorporate climate-related

risks and opportunities into the planning for new developments

and sites. The risks feed into the development risk register which

is reported and reviewed by the Tritax Symmetry Holdings Limited

(“TSHL”) board which is a major subsidiary of the Company.

65Tritax Big Box REIT plc Annual Report 2023 65

Strategic report Governance Financial statements

Strategy

This updated TCFD disclosure deepens our analysis of climate-

related factors and their potential impact on our operations and

financial performance across short, medium, and long-term

horizons. Our analysis has confirmed that climate risks are not

expected to materially impact the business in the future; however,

we continue to monitor our exposure to policy and market transition

risks given the rapidly evolving landscape. To date, the Company

has not been exposed to any financially material climate-related

risks, such as extreme weather events or regulatory changes related

to carbon emissions. The scenarios considered within our climate

assessments are outlined in Table 2.

Our analysis considers climate risks and opportunities across three

time horizons; short term (up to 1 year), medium term (2-5 years) and

long term (6-15 years). Descriptions of how we have aligned the time

horizons to our business strategy and which data has supported our

assessment of these climate-related risks and opportunities is set

out below.

The transition risks were identified and tested against scenarios

from the Network for Greening the Financial System (“NGFS”), whilst

physical climate risks were assessed against the Intergovernmental

Panel on Climate Change (“IPCC”) Representative Concentration

Pathway (“RCP”) scenarios for atmospheric greenhouse gas (“GHG”)

emissions from the IPCC 5th round of assessment reporting (IPCC,

AR5, 2014). These scenarios were selected because transition risks

are generally most severe under a lower level of temperature rise,

whereby the world transitions to a low carbon economy whereas

physical risks are projected to be most severe under a high carbon

world where temperature increase in higher and more extreme

weather events occur.

Details of the scenarios used are set out below.

Table 1 Business ‘time’ horizons

Time horizons Explanation for the choice of time frame

Climate data used to inform assessment of risk on our strategy

andfinancialplanning

Short term

– up to 1 year

Aligned with going concern Baseline climate datasets are used to assess level of risk exposure to

our business

Medium term

– from 2 to

5years

Aligned with viability period used for the Company’s

medium term business plans and individual asset

performance analysis

Climate projections for physical and transition risks for the 2030s are used to

understand the impact of acute (extreme weather events) physical risks and

transition risks which may need to be addressed as part of our strategy

Long-term

– from 6 to

15years

Aligned with the usual hold period, WAULT and

average lease term on new buildings

Climate projections for the 2050s are used to inform the potential impact of

longer term risks and opportunities to our business, enabling us to consider

where actions may be required to mitigate and adapt to a changing climate

Table 2 Climate scenarios considered

Physical risk scenarios Transition risk scenarios

Three scenarios were selected to assess the Company’s resilience to a range of possible futures.

RCP8.5

a high emissions scenario with no policy changes,

increasing GHG concentrations, and a temperature

increase of around 4°C

NGFS

‘Current

Policies’

Scenario

assumes a >3°C temperature rise. Current climate

policies will remain in place. Technological progress

occurs, but slower than in more ambitious scenarios

RCP4.5

an intermediate emissions scenario with relatively

ambitious emissions reduction, likely overshooting the

Paris Agreement temperature target

NGFS

‘NDCs’

Scenario

assumes a 2°C-3°C temperature rise, in line with

countries nationally determined contributions

(“NDCs”). Moderate policy intervention and slow

technological change

RCP2.6

a moderate scenario with emissions peaking early in the

21st Century and declining after, assuming a warming of

less than 2°C

NGFS

‘Below 2C’

Scenario

limits global warming to < 2°C through aggressive action

against climate change, assuming early introduction of

climate policies and moderate technological change

Physical risks

The physical climate risk assessment undertaken for the entire

portfolio shows that all assets are likely to experience an increased

likelihood of climate hazard occurring in the future. This increased

likelihood will be greater for higher levels of warming. In addition

to climate hazard likelihood changing with climate scenario, the

assessment also highlighted a notable regional trend for most

climate hazards. Assets located in the south-east of the UK are likely

to experience greater exposure to heat stress, drought stress and

fire weather stress in the future, whereas exposure to precipitation

stress is likely to be greatest for assets located in the north-west.

Exposure to flood risk is entirely dependent on distance from rivers

and the sea and site topography and characteristics.

Regardless of regional differences in the hazard exposure, the

overall impacts from physical climate risks are considered to be

the same owing to the high level of adaptive capacity built into the

design and ongoing maintenance of assets within the portfolio.

The table below describes the impact physical climate related risks

on the business.

1 NGFS (2021) Technical documentation to the NGFS Scenario V2. Network for Greening the Financial System, Paris, France.

66 Tritax Big Box REIT plc Annual Report 202366

Strategic report Governance Financial statements

Task Force on Climate-related Financial Disclosures (“TCFD”) Report continued

Strategy continued

Table 3 Climate-related physical risks

Type of risk

Impact level across climate

time horizons

Potential financialimpact Planning, management andstrategy

Short

term

Medium

term

Long

term

Acute physical risk

Flooding

events (river,

surface water

and coastal)

RCP 4.5 and RCP 8.5 Cost of repairing assets, increased maintenance

and building costs

Increased insurance costs from extreme weather

events such as flooding and damage from

high winds

Loss of value of buildings

Our current portfolio is considered to be resilient

to flood risk in the short- to medium- term

Incorporation of flood mitigation measures into

design of planned developments including flood

risk assessments for all new acquisitions and

new developments

Asset management have proactive plans in place

to deal with events if they arise

Asset managers carry out annual monitoring

processes at all assets to check for signs of

damage from extreme weather events

RCP 2.6

Heavy

rainfall events

RCP 8.5

RCP 2.6 and RCP 4.5

Drought stress,

fire weather

stress and cold

weather events

RCP 2.6, RCP 4.5 and RCP 8.5 Our assets are not water intense or impacted

byfire weather events

Assets that are exposed to possible drought

stress have appropriate measures in place to

minimise water consumption

Our assets are not considered to be exposed

tofire weather

Cold events are not projected to become more

severe in future and we consider all assets to be

resilient against the effects of cold weather

Financial impact to our business from these

hazards is considered to be minimal

Sustainable construction commitments also

include reducing potable water consumption

in alignment with BREEAM New Construction

requirements

Installing water efficient fittings and leak

detection and monitoring systems to check

andproactively manage water consumption

Heat stress RCP 8.5 Our assets are considered to have a low

sensitivity to heat stress, with mechanical

ventilation included in all office areas and natural

ventilation in warehouse areas

There is likely to be limited need to upgrade

cooling equipment across the portfolio and

energy efficiency measures are assessed as

partof the transition risk assessment

The financial impacts on the business from heat

risk is low

The Manager’s New Construction Sustainability

Brief sets out design measures to maximise

adaptation to extreme heat, including optimising

the buildings for thermal regulation, investing in

natural cooling and passive ventilation systems

and prioritising the use of low-energy LED lighting

RCP 4.5

RCP 2.6

Chronic physical risk

Sea level rise RCP 2.6, RCP 4.5 and RCP 8.5 Sea level projections do not increase significantly

in the first half of the 21st Century

The entire portfolio is projected to have a low

exposure to sea level rise in the short-, medium-

and long-term horizons

The associated financial impact to the business

from rising sea levels is considered to be small

Financial appraisals of acquisitions,

refurbishments and development include

mitigations to physical climate risks, including

flood risk assessments for all new investments

Where risks are identified, we take a proactive

approach to mitigation them

The Company considers existing and future flood

defences to assess protection of assets and the

surrounding area

Low Moderate High

67Tritax Big Box REIT plc Annual Report 2023 67

Strategic report Governance Financial statements

Transition risks

Last year, the Company conducted a transition risk assessment

of the portfolio utilising the Carbon Risk Real Estate Monitor

(“CRREM”). The assessment considered the current net zero target

date for Scope 1 and 2 emissions as well as the analysis timeframe

extending to the year 2050. This assessment identified assets

that were at risk of stranding, allowing the Company to proactively

manage this risk.

This year we have further expanded the analysis of our transition

risks and opportunities by conducting a qualitative assessment to

understand how transition risks could manifest over three potential

climate scenarios. This assessment evaluated the likelihood and

impact of transition risks to identify the relative materiality of each

climate risk and opportunity to the Company. As all our assets

are located within the UK, we assumed that the climate scenarios

underlying the transition risk assessment would be applicable

across our portfolio and operations. In future disclosures, we will

aim to enhance our transition risk assessment by incorporating a

quantitative approach to assess the material financial impact of

transition risks and opportunities.

All identified climate-related risks and opportunities are covered by

appropriate management and/or mitigation strategies.

Table 4 Climate-related transition risks

Type of risk

Risk rating

Potential financialimpact Planning, management andstrategy

Short

term

Medium

term

Long

term

Policy and Legal transition risk

Carbon pricing Below 2°C Scenario

Direct cost associated with emissions pricing

Increased capex costs during construction

Embodied carbon target of 400 kg CO

e per m

for all newdevelopments

Deployment of on-site renewable energy

NDCs Scenario

Current Policies Scenario

Reporting

compliance

Below 2°C Scenario Increased costs resulting from fines

andjudgements

Continued integration of accurate ESG data

points into our operational business

Working with our advisers and industry bodies,

we keep closely informed of all changes in

reporting requirements and the disclosure

obligations which result

NDCs Scenario

Current Policies Scenario

Asset

performance

compliance

Below 2°C Scenario Write-offs and early retirement of existing assets

Increased capital costs for development

andrefurbishment

Increased costs resulting from fines

andjudgements

The large majority of the Company’s assets have

an EPC rating of A to B (see ESG section)

The ESG due diligence framework of the

Company sets out the targeted environmental

performance of assets being acquired, and asset

management plans incorporate measures to

improve environmental performance

New developments incorporate measures to

mitigate the physical and transition risks of assets

NDCs Scenario

Current Policies Scenario

Market transition risk

Occupier

behaviour

Below 2°C Scenario Increased capital costs

Write-offs and early retirement of existing assets

Regular engagements with occupiers to identify

low-carbon solutions which may help alleviate

costs and improve their own ESG performance

NDCs Scenario

Current Policies Scenario

Sustainable

investment

and finance

Below 2°C Scenario Increased capital costs

Increased reporting and data gathering costs

The ESG due diligence framework of the

Company sets out the targeted environmental

performance of assets being acquired, and asset

management plans incorporate measures to

improve environmental performance

NDCs Scenario

Current Policies Scenario

2 NGFS (2021) Technical documentation to the NGFS Scenario V2. Network for Greening the Financial System, Paris, France.

68 Tritax Big Box REIT plc Annual Report 202368

Strategic report Governance Financial statements

Task Force on Climate-related Financial Disclosures (“TCFD”) Report continued

Strategy continued

Opportunities

We have also identified several climate-related opportunities that

may be material to the Company’s business, which are outlined

in Table 5. The Company has identified potential opportunities to

its business and associated financial impacts and enhanced our

assessment of opportunities by reviewing these under different

emissions scenarios.

During this reporting period, we have undertaken various initiatives

to enhance our resilience, including:

•

installation of renewable energy at more of our assets; and

•

developing our net zero carbon pathway.

Due to the nature of our business, our own operational emissions

are immaterial compared to those generated by our customers.

This is primarily due to the fact that our customers are responsible

for the majority of the operational consumption associated with the

assets they lease and operate. However, we actively engage with

our customers to support their sustainability efforts and encourage

responsible energy use across our properties.

Physical risks are assessed as low in the short- and medium-

terms across all scenarios and remain low for most hazards over

the long-term. Transition risk is assessed as low to moderate with

greater risk in the ‘Below 2°C’ NGFS scenario due to increased

exposure to policy and market transition risks. However this scenario

also presents the greatest opportunity for growth in clean energy

and infrastructure. As a result, we consider ourselves moderately

resilient to the range of climate scenarios assessed. Despite the

expectation of minimal long-term impact from climate risks and our

organisation’s ability to withstand hazards, we are committed to

continuously monitoring and assessing the significance of these

risks to inform our ongoing climate strategy.

Table 5 Climate-related opportunities

Climate transition

opportunity

Opportunity rating

Potential financialimpact Planning, management andstrategy

Short

term

Medium

term

Long

term

Growth of clean

energy and

infrastructure

Below 2°C Scenario

Upfront costs (including legal and engineering

consultancy) associated with installing low

carbon infrastructure

Additional revenue through the sale of

renewable energy to customers and the grid

Deployment of on-site renewable energy in

partnership with customers

Engagement with customers to understand

their low carbon infrastructure requirements

(e.g. in relation to the deployment of low-

carbon transport solutions)

EV charging spaces are currently available at

54% of our assets (based on floor area)

NDCs Scenario

Current Policies Scenario

Sustainable

Investment

and finance

Below 2°C Scenario New source of investment and capital through

green debt/green finance/green bonds

Increased diversification of financial assets

(e.g. green bonds and infrastructure)

Defensive play against negative impact on

value/liquidity

Positive play – green buildings vs brown

buildings – capital and rental growth

In the longer term, this opportunity may reduce

to a low level as sustainable investments and

financing options become more mainstream

Issuance and full allocation of proceeds related

to the Company’s green bond

In 2023, the Company signed a £500m

sustainability-linked RCF, aligning financing

with sustainability goals. Sustainability

Performance Targets include an embodied

carbon reduction target

NDCs Scenario

Current Policies Scenario

Low Moderate High

69Tritax Big Box REIT plc Annual Report 2023 69

Strategic report Governance Financial statements

Risk management

Identifying and assessing climate-related risk

The physical and transition risks brought about by climate change

have been identified as a principal risk to the Company in the future,

as set out in the Principal Risks and Uncertainties section (see page

56). The Company recognises that failure to adequately identify and

mitigate for such risk poses a multitude of threats to our portfolio

including risk of assets stranding, reduced rental attractiveness

to customers and diminished portfolio value in the future. As a

result, we have undertaken appropriate research to mitigate the

worst effects.

To support the principal risk analysis process outlined in the

Principal Risks and Uncertainties section (see pages 56 to 61),

which describes the Company’s approach to managing risk

and the significant risks it faces, we have worked with a panel of

independent experts (CBRE, Savills, DNV) to identify and assess the

relative significance of climate-related physical and transition risks

and opportunities in line with our existing risk management process.

These processes are set out below.

Physical risk process

Approach

We assess the physical climate risks of assets, across three climate

scenarios and three time horizons (see page 66), based on the

likelihood of climate hazards materialising and the severity of the

impacts in terms of our customers’ ability to remain operational

under adverse weather conditions. Potential climate-related risks

to the business have been identified, including potential financial

risks. Climate data from the DNV internal climate tool and Munich

Re climate data platform were used to inform the hazard likelihood

assessment. Data from the due diligence and design process

along with professional judgement has been used to inform the

vulnerability assessment. Assumptions have been made on

categorising the level of impact to each hazard, where asset specific

data is not available.

This report uses climate projections for three future scenarios based

on the IPCC Representative Concentration Pathways (“RCPs”)

RCP2.6, RCP4.5, and RCP8.5 for the years 2030 and 2050, to

identify potential hazard likelihood and exposure from climate

change across the portfolio.

Progress

In 2021, a physical climate risk assessment for medium (RCP4.5)

and high (RCP8.5) emissions scenarios was completed for all assets

to assess the short- (2030s) and medium- (2050s) term risks of

physical climate hazards to the Company’s portfolio.

Last year the existing analysis was reviewed, and risks were

downgraded where new information on asset resilience was made

available. The process also involved assessing potential physical

climate risks for new assets in the portfolio. A qualitative climate risk

analysis for a Paris-aligned low emissions (RCP2.6) scenario was

completed to understand what our physical climate risks might be

under a lower level of warming.

This year, we extended the portfolio climate risk assessment to

assess all newly constructed or acquired assets now in the portfolio.

Transition risk process

Approach

The Company conducted a transition risk assessment to evaluate

how well the portfolio aligns with the decarbonisation pathways

outlined by the Carbon Risk Real Estate Monitor (“CRREM”) tool.

This assessment helps identify assets that are at risk of becoming

stranded or are not financially viable for future energy efficiency

standards. The Company has qualitatively identified several key

transition risks that could affect the business, including their

potential impacts and possible mitigation strategies.

Progress

During this reporting period, we have improved our qualitative transition

risk identification assessment by incorporating three different scenarios

recommended by the Network for Greening the Financial System

(“NGFS”). This allows us to evaluate the Company’s ability to withstand

transition risks across various scenarios. We have collaborated with

external consultants to evaluate the likelihood and impact of these

transition risks, enabling us to determine the significance of each

climate risk and opportunity to the Company. This helps us prioritise

these risks and set out mitigatory actions accordingly.

70 Tritax Big Box REIT plc Annual Report 202370

Strategic report Governance Financial statements

Task Force on Climate-related Financial Disclosures (“TCFD”) Report continued

Risk management continued

New developments

Approach

Our risk management approach for new developments represents a single process for identifying, assessing and managing risk across all new

construction. The outcomes of the climate-related assessments undertaken for new developments enable Tritax Symmetry to manage any

potential physical or transition risks which are identified.

Process Identifying and assessing risk Managing risk

Transition risk

Lifecycle assessments to evaluate upfront

carbon, in alignment with the RICS Whole Life

Carbon Guidance.

The One Click LCA assessment software is used

to undertake these assessments, which considers

factors such as upfront carbon, material use, and

future operational energy demand.

Reduce upfront carbon by sourcing lower carbon

options during construction and install equipment

which will lower operational energy requirements.

Physical risk

Flood Risk Assessment and Drainage Strategy

Adaption to climate change study.

Assesses site risk against all sources of flooding

and includes calculations to account to climate

change uplift.

Assesses all climate change risks which have the

potential to impact the asset.

The outcomes of the study are intended to either

indicate that the site chosen is at low risk from

all foreseeable sources of flooding, or to identify

measures to incorporate into the scheme to

reduce the risk. The drainage strategy is also

informed by the climate change enhanced run-

off calculations, to ensure the design allows for

additional, more intense storm events.

Concludes with a series of risk management

measures, which are subsequently incorporated

into the design of the scheme.

Adaption to Climate Change Study. Assesses all climate change risks which have the

potential to impact the asset.

Concludes with a series of risk management

measures, which are subsequently incorporated

into the design of the scheme.

Thermal comfort analysis. Evaluates against a future climate weather file, to

determine whether an asset will maintain thermal

comfort in climate change conditions.

Confirms whether the design will maintain thermal

comfort in the future, and if there are failures the

study is also required to identify how passive

measures could be incorporated in the future to

ensure that thermal comfort is maintained.

Managing our climate-related risks

Our process for managing climate-related risks is set out below.

Climate-related risks are reviewed and re-evaluated annually. This

proactive approach allows us to focus mitigation efforts on our

highest risk assets and ensure transitioning to a net zero business

and asset resilience is prioritised in business planning for the

coming year.

Managing our

climate risks

Identify risk

Assign risk

Communicate

risk

Manage risk

Mitigate risk

Monitor risk

Annual portfolio level

climate risk analysis

Considering any changes to asset

vulnerability, transition risks or new

climate data.

Relevant members of the

manager are assigned

ownership and management

of risks identified

To maintain operating effectiveness

of internal control systems.

Formal

reporting process

Used to communicate

asset level climate risks to

asset managers.

Asset management plans

Measures to mitigate identified risks

are incorporated into existing asset

management plans.

Annual monitoring

For example, asset managers

complete site walkovers to identify

asset vulnerability from potential

climate hazards that could result in

material risks to the Company.

Mitigation measures

Implementation of mitigation

measures is completed to

reduce the level of risk to an

acceptable level.

Figure 6 Our iterative approach to managing climate risk

71Tritax Big Box REIT plc Annual Report 2023 71

Strategic report Governance Financial statements

Our due diligence assessments, internal procedures and insurance

cover, therefore, mitigate ESG risks to a high standard. Going

forward, the Company will undertake asset-level transition and

physical risk audits to prioritise climate-related risks identified at the

portfolio level, covering asset vulnerability, net zero potential and

associated capital costs.

Integrating climate risks into the organisation’s

overall risk management

The Board recognises the importance of managing climate-related

risks, which are included in our risk register (see page 61).

The Audit and Risk Committee evaluates these risks bi-annually

using reports from the Manager’s Executive Committee. The

Manager’s Risk Committee performs quarterly horizon scanning

to identify emerging risks. The Investment Committee evaluates

climate-related risks and conducts thorough ESG due diligence for

acquisitions. Assets are assessed for physical climate change risks,

as part of the annual insurance renewal process. Significant risks

are considered for the Company by the Partner responsible for asset

and propertymanagement.

For further details on the ownership of the climate risk identification

and management process, please refer to page 64.

Figure 7: Integration of climate risk into our risk management process

Once acquired, as part of

annual insurance renewal, an

assessment of the physical

climate change risks of the

assets within the portfolio

are assessed and the results

re shared with the Partners.

The Partner responsible

for asset management

and property management

ensures that any material

risks are considered

for the Fund.

Board oversight

•

The Board recognises the importance

ofidentifying and monitoring climate-

relatedrisks.

•

These risks are reported to the

Board through the Quarterly Asset

ManagementReport.

Entity risk management

•

The Audit and Risk Committee has embedded

climate reporting into its risk management

by determining ESG risk as a key risk of

theCompany.

•

Climate-related risks are embedded into the

Company’s wider risk management framework

which contributes towards investment decisions

made by the Investment Committee.

Climate risk identification

•

The Manager reviews and updates the

Company’s risk matrix on a bi-annual

basis and reports up to the Audit and Risk

Committee which includes principal and

emerging risks.

•

The Manager has also established a Risk

Committee which conducts periodic

horizon scanning for new risks which may

impact funds under management, including

theCompany.

•

In addition, all acquisitions undergo a due

diligence assessment to inform members of

the Investment Committee about climate-

related risks.

The Board

Audit and Risk

Committee

Investment

Committee

Climate

Risk

72 Tritax Big Box REIT plc Annual Report 202372

Strategic report Governance Financial statements

The Company employs a holistic set of metrics to assess climate-related risks and opportunities, in line with the recommendations of the

TCFD. To effectively address these risks and seize opportunities, we strive to incorporate metrics aligned with the key findings of our climate

risk assessment. These metrics and associated annual targets are outlined in Table 8 below. Both current and past years’ performance are

reported where possible.

Table 8 Climate-related metrics and targets

Metric category Metric FY 2021 FY 2022 FY 2023 Year-on-year target

GHG

emissions

(tCO

Absolute Scope 1 GHG emissions 0.05 0.03 0

Net zero by 2025 (scope 1

and 2 emissions)

Absolute Scope 2 GHG emissions

(Location-based)

7.87 33.86 35.03

Scope 3, Category 2 – Capital Goods:

Absolute construction-related GHG

emissions

N/A 48,751 81,959 Net zero by 2030 (scope 3,

construction-related

emissions)

Scope 3, Category 13 – Downstream

leased assets: Absolute customer

operational GHG emissions (customer

Scope 1 & 2)

69,770.14 94,534.50 nr Net zero by 2040 (scope 3,

customer operational

emissions)

Transition

risks

% EPCs of existing portfolio A–B Grade

(by floor area)

N/A 78% 80% Increase the % of EPC B or

above year-on-year

Weighted average upfront carbon

intensity (kg CO

e/m

)

N/A 453 462 400 kg CO

e/m

for upfront

embodied carbon

Physical risks % of assets in the portfolio screened

for physical climate hazards

N/A 100% 100%

All priority assets to have

climate resilience plans in

place

% of assets in the portfolio which are

recorded as having a high exposure to

climate hazard

(by floor area)

N/A 10.9% 12.5%

% of assets in the portfolio that are

resilient to future climate change (by

floor area)

N/A 100% 100%

Climate-

opportunities

On-site renewable energy generation

projects – capacity installed (MWp)

N/A 14.6 MWp 17.4 MWp Increase on-site solar PV

capacity installed across the

portfolio where technically

and economically feasible

% of new assets developed to net zero

standards

100% 100% 100% All new developments to be

constructed to net zero

carbon, as defined by the UK

GBC

During the year, we have made progress on several key climate-related metrics. We have reduced our market-based scope 1 and 2 emissions

to zero, bringing us closer to achieving our net zero target by 2025 for scope 1 and 2 emissions. See the SECR section on page 73 for more

information.

In addition, the solar PV capacity of the portfolio has grown, and so has the proportion of assets with an EPC B or above. These two

improvements should contribute to the reduction of portfolio operational emissions over time through increased energy efficiency and

increased reliance on low-carbon energy.

Finally, we have continued to develop our new assets to net zero standards, in line with the UK GBC’s framework, and are continuing to make

progress on reducing embodied carbon emissions. While have seen a slight increase in our year-on-year weighted average upfront carbon,

which was due to one scheme deviating from our blueprint to meet customer requirements, our evolved blueprint brings us closer to meeting

our 400 kg CO

e/m

target.

Metrics and targets

1 Note this value is based on the total number of assets that recorded with high exposure to physical climate hazards in the screening assessment.

Task Force on Climate-related Financial Disclosures (“TCFD”) Report continued

73Tritax Big Box REIT plc Annual Report 2023 73

Strategic report Governance Financial statements

Streamlined Energy Carbon Reporting (“SECR”)

Energy consumption and GHG emissions breakdown

GHG emissions source Description 2023 2022

Energy consumption

Landlord energy consumption (kWh)

169,190 175,265

Customer energy consumption (kWh)

502,735,851

Investment manager and development manager energy

consumption (kWh) 162,851 188,123

GHG emissions source Description 2023 2022

Scope 1 Direct emissions – landlord consumed gas and fuel (tCO

e) 0 0.03

Scope 2 (Location-based) Indirect emissions – landlord consumed electricity (tCO

e) 35.03 33.86

Scope 2 (Market-based) Indirect emissions – landlord consumed electricity (tCO

e) 0 0

Total Scope 1 and 2 emissions

35.03 33.89

Scope 1 and 2 emissions intensity (kgCO

) 0.010 0.011

Scope 3

(purchasedgoodsandservices)

Indirect emissions associated with energy consumption of

investment manager and construction manager (tCO

e) 33.72 36.38

Scope 3 (capital goods)

Indirect emissions associated with upfront embodied

carbon of development projects (tCO

e) 81,959 48,751

Scope 3

(downstreamleasedasset)

Indirect emissions associated with energy consumption of

customers (tCO

e) nr

94,534.50

1 There is a restatement on the landlord energy consumption data and the corresponding Scope 2 GHG emissions for 2022 with the possession of actual data after

the end of last reporting year. Previous total energy consumed was stated at 173,251 kWh, and the associated Scope 2 (Location-based) emissions were stated at

33.47 tCO

2 3% and 21% of the landlord energy consumption data were estimated in 2022 and 2023 respectively.

3 Data in the process of being obtained for disclosure in 2024.

4 Data covering 93% of customers’ energy consumption and associated GHG emissions by total floor area in 2022.

5 Total Scope 1 and 2 emissions reported using location-based method.

Energy performance and energy efficiency measures

Landlord energy consumption remained stable in 2023 because most

of the energy consumption within our operational control is consistent

by nature, such as external lighting. All electricity we procured is from

renewable sources backed by REGO certificates. Considering that

LED lightings are used at all properties, there is limited opportunity for

further improvement on landlord energy consumption.

We have also set a 2040 net zero target for our operational GHG

emissions. Since over 99% of the energy consumption of our assets

is controlled by our customers, we are working in collaboration with

customers to reduce their energy consumption and the associated

GHG emissions. We work with them to develop asset-specific

sustainability action plans based on actual operational utility data

to ensure compliance with Minimum Energy Efficiency Standards

(“MEES”) regulations in the short term and align with our net zero

goal in the long term. Examples of intervention measures include the

installation of solar photovoltaic (“PV”) panels, the deployment electric

vehicle (“EV”) charging infrastructure, and the electrification of heating

and other processes, where possible. We also look to incorporate

expectations on environmental performance through theintroduction

of green clauses into new leases.

Methodology

The Greenhouse Gas (“GHG”) emissions data was compiled in

accordance with the Streamlined Energy and Carbon Reporting

(“SECR”) guidance for the period covering January to December

2023. The Company calculates and reports its GHG emissions in line

with the latest versions of guidelines published by the GHG Protocol,

including the Corporate Accounting and Reporting Standard, the

Scope 2 Guidance, and, where applicable, the Technical Guidance for

Calculating Scope 3 Emissions.

The Company’s reporting boundary for GHG emissions data is

defined using the principle of operational control. This means that only

assets where the Company has the authority, via its managing agents,

to introduce and implement its operating policies and procedures fall

within the reporting scope. These include landlord-consumed energy

and Scope 1 and 2 GHG emissions associated with the common

parts areas, external areas, and voids at our Aston Clinton, Bicester,

Harlow, Kettering, Littlebrook, and Stoke assets. The Company has

no transport-related emissions arising from activities for which it is

responsible for fuel purchasing.

With most energy being procured and consumed by its customers,

the Company has limited operational control over the GHG emissions

from the operations of its buildings. Scope 1 (direct emissions) and

Scope 2 (indirect emissions from direct energy consumption) GHG

emissions of the Company account for less than 1% of its total GHG

emissions. Selected material Scope 3 (indirect value chain emissions)

GHG emissions data is provided in this report on a voluntary basis.

This includes operational emissions of the investment manager and

development manager of the Company, upfront embodied carbon of

development projects completed in the reporting year, and indirect

GHG emissions from the energy consumption of downstream

leased assets.

All reported energy use and associated GHG emissions data relates

to the Company’s operations in the UK. Scope 1, Scope 2 (location-

based), and Scope 3 GHG emissions for managed assets were

calculated using the UK Government GHG Conversion Factors for

Company Reporting for the respective reporting periods. Scope 2

(market-based) GHG emissions were calculated using the European

Residual Mixes factors and the zero emissions factor for the

Renewable Energy Guarantees of Origin (“REGO”) backed electricity

supplies. Upfront embodied carbon of development projects

was calculated with One Click LCA

in alignment with the BS EN

15978 standard.

Savills (UK) Limited has been appointed to prepare this SECR report

and perform Scope 1 and 2 GHG emissions data quality checks.

External verification or assurance by a third-party auditor is not

currently undertaken.

74 Tritax Big Box REIT plc Annual Report 202374

Strategic report Governance Financial statements

Going Concern and Viability Statement

The Strategic Report describes the Group’s financial position,

cash flows, liquidity position and borrowing facilities. The Group’s

cash balance as at 31 December 2023 was £36.4 million, of

which £36.2million was readily available. It also had a further

£531million of undrawn commitments under its senior debt

facilities, of which £175.8 million (see note 34) was committed under

various construction contracts and a committed asset purchase at

the year end.

The Group currently has substantial headroom against its borrowing

covenants, with a Group LTV of 31.6% as at 31 December 2023.

A significant part of the Group’s borrowings are on an unsecured

basis, providing the Group with a deeper pool of liquidity and with

more flexibility over its arrangements. In October 2023, the Group

agreed an increase of £50 million to its level of RCF commitments,

providing it with greater available liquidity. This assisted the Group

in positioning its weighted average maturity across its borrowings

of 5.2 years as at 31 December 2023 (2022: 5.4 years). As a result

and following rigorous stress testing of financial forecasts in relation

tofuture viability, the Directors believe that the Group is well placed

tomanage its current and future financial commitments.

The Group benefits from a secure income stream of leases with an

average unexpired term of 11.4 years, containing upward-only rent

reviews, which are not overly reliant on any one tenant and present

a well-diversified risk. The portfolio was 97.5% let (2022: 98%) at

the year end.

The Directors have performed an assessment of the going concern

in relation to the Company and Group for a period of at least 12

months from the date of approval of the Company and Group’s

financial statement. The Board is, therefore, of the opinion that

the going concern basis adopted in the preparation ofthe Annual

Report is appropriate.

Assessment of viability

The period over which the Directors consider it feasible and

appropriate to report on the Group’s viability is the five-year period

to 1 March 2029. This period has been selected because it is the

period that is used for the Group’s medium-term business plans

andindividual asset performance analysis.

The assumptions underpinning these forecast cash flows and

covenant compliance forecasts were sensitised to explore the

resilience of the Group to the potential impact of the Group’s

significant risks, or a combination of those risks. The key

assumptions sensitised for the forecast cash flows in downside

scenarios were portfolio value, which was sensitised by up to a

25% reduction or to vacant possession value upon lease expiry,

occupation of buildings where assumptions were made over certain

lease events and tenant defaults with sensitivities, rental uplifts

assumed to be between 0% and 6% per annum upon reviews, cost

inflation was assumed to be up to 7% per annum and debt cost

assumptions varied upon refinancing taking into account current and

market interest rates.

The principal risks on pages 58 to 61 summarises those matters that

could prevent the Group from delivering on its strategy. A number

of these principal risks, because of their nature or potential impact,

could also threaten the Group’s ability to continue in business in its

current form if they were to occur.

The Directors paid particular attention to the risk of a deterioration

in economic outlook which would impact property fundamentals,

including investor and occupier demand which could have a

negative impact on valuations, and give rise to a reduction in the

availability of finance. The Board also paid attention to the impact

of either a delay to the receipt of planning permission or the risk of

not achieving planning consent as well as the impact of inflationary

costs on raw materials in the current environment. Given the

flexibility within the land portfolio, in a downturn scenario the Group

could effectively pause all uncommitted development. The remaining

principal risks, whilst having an impact on the Group’s business

model, are not considered by the Directors to have a reasonable

likelihood of impacting the Group’s viability over the five-year period

to 1March 2029.

The sensitivities performed were designed to be severe but

plausible; and to take full account of the availability of mitigating

actions that could be taken to avoid or reduce the impact or

occurrence of the underlying risks:

Downturn in economic outlook: Key assumptions including

occupancy, void periods, planning risk, rental growth and yields

were sensitised to reflect reasonably plausible levels associated

with an economic downturn. The assumptions were considered in

light of thecurrent inflationary environment and associated impact

on interest rates in particular. Various forms of sensitivity analysis

have been performed, in particular with regard to the financial

performance of the Group’s customers, taking into account any

discussions held with customers surrounding their operational

performance, including their current status on rent collection.

Restricted availability of finance: The Group does not have

a significant refinancing event occurring until December 2026.

Financing is arranged in advance of expected requirements

and theDirectors have reasonable confidence that additional or

replacement debt facilities will be put in place when the need

arises. Some assurance can be taken from the increase in the RCF

agreement in December 2023 from a supportive set of lenders to

the Group. Furthermore, the Group has the ability to make disposals

of investment properties to meet the future financing requirements

under the development portfolio.

Viability Statement

Having considered the forecast cash flows and covenant compliance

and the impact of the sensitivities in combination, the Directors confirm

that they have a reasonable expectation that the Group will be able

to continue in operation and meet its liabilities as they fall due over

the period ending 1 March 2029.

The Strategic Report was approved by the Board and signed on its

behalf by:

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

29 February 2024

Tritax Big Box REIT plc Annual Report 2023 75

Strategic report Governance Financial statements

Tritax Big Box REIT plc Annual Report 2022102 Tritax Big Box REIT plc Annual Report 2023102

Strategic report Governance Financial statements

Dear Shareholders,

I am pleased to present the Audit and Risk Committee Report for

the year ended 31 December 2023. The Audit and Risk Committee’s

role is to oversee the Company’s financial reporting process, including

the risk management and internal financial controls in place within the

Manager and key suppliers, the valuation of the property portfolio, the

Group’s compliance with accepted accounting standards and other

regulatory requirements as well as the activities of the Auditor.

We operate within defined Terms of Reference, which are available

on the Company’s website and on request from the Company

Secretary. All Audit and Risk Committee members are independent

Non-Executive Directors of the Company, not connected to the

Manager nor the Auditor. The Committee believes that its members

have the right balance of skills and experience to be able to function

effectively. I am a Fellow of the Institute of Chartered Accountants

in England and Wales, and have extensive, recent and relevant

experience gained as Finance Director of CDC Group plc and

De La Rue plc as well as my other Non-Executive positions. The

Committee considers Karen Whitworth and I to be financial industry

experts given our financial backgrounds with Wu Gang bringing a

wealth of financial expertise from his career in investment banking.

As such we consider 75% of the Committee to have significant

financial experience.

Further details of each Directors’ experience can be found in the

biographies on pages 78 and 79. We met for seven scheduled

meetings during 2023, following the Company’s corporate calendar,

which ensures that the meetings are aligned to the Company’s

financial reporting timetable. The Company Secretary and I ensure

that the meetings are of sufficient length to allow the Committee

to consider all important matters and the Committee is satisfied

that it receives full information in a timely manner to allow it to fulfil

its obligations. These meetings are attended by the Committee

members, as well as representatives of the Manager, the Company

Secretary and where necessary the Auditor, BDO LLP, and,

on occasion, the Company’s Chairman. We also met with the

Auditor without any representative of the Manager present. The

Committee also met with the Company’s independent valuers,

CBRE and Colliers, in July 2023 and January 2024 as part of the

interim and year-end audit processes. As the Committee Chair, I

have had regular communications with the Company Secretary,

the Company’s CFO and the Auditor. In addition, the Committee

has discussions throughout the year outside of the formal

Committee meetings.

“ Enhancing the Committee’s

oversight of the Risks faced by

the business remains a priority.”

Membership

Richard Laing, Chair

Karen Whitworth

Wu Gang

Elizabeth Brown

e For full details on Committee attendance please refer topage95

Key areas of focus in 2023:

•

recommended to the Board that the Annual Report and Accounts for

2022, taken as whole, is fair, balanced and understandable and that

it provides the information necessary for Shareholders to assess the

Company’s position and performance, business model and strategy;

•

reviewed the interim results for 2023 and recommended these to the

Board for approval;

•

monitored the integrity of the financial statements of the Company

and any formal announcements relating to the Company’s financial

performance and reviewed any significant financial reporting

judgements contained in them;

•

enhanced the effectiveness of the Group’s assessment of risk to

ensure actions are being taken to mitigate the Group’s exposure

torisk;

•

reviewed the robustness of the Company’s internal financial controls

and the efficiency of the internal control and risk management

systems used by the Company;

•

assessed the quality of the annual and interim property valuations

prepared by the Company’s independent valuers and challenged the

assumptions used by the valuers in preparing the valuations;

•

reviewed and considered the basis of the Viability and Going Concern

Statements made by the Directors;

•

reviewed and monitored the Company’s relationship with its Auditor;

•

reviewed the accounting and reporting implications of changes in

standards or best practice;

•

evaluated the Company’s key climate-related risks in preparation

forTCFD reporting;

•

maintained ESEF reporting; and

•

monitored development of the BEIS audit reform.

Richard Laing FCA

Chair of the Audit and Risk Committee

Audit and Risk Committee Report

Tritax Big Box REIT plc Annual Report 2022 103Tritax Big Box REIT plc Annual Report 2023 103

Strategic report Governance Financial statements

Financial reporting and significant judgements:

•

monitored the effectiveness of the Group’s assessment of risk to

ensure actions are being taken to mitigate the Group’s exposure

to risk;

•

reviewed the robustness of the Company’s internal financial

controls and the efficiency of the internal control and risk

management systems used by the Company;

•

assessed the quality of the annual and interim property valuations

prepared by the Company’s independent valuers and challenged

the assumptions used by the valuers in preparing the valuation;

•

reviewed and considered the basis of the Viability and Going

Concern Statements made by the Directors;

•

reviewed and monitored the Company’s relationship with its Auditor;

•

reviewed the accounting and reporting implications of changes

instandards or best practice;

•

evaluated the Company’s key climate-related risks in preparation

for TCFD reporting; and

•

monitored the integrity of the financial information published in the

Interim and Annual Reports and considered whether suitable and

appropriate estimates and judgements have been made in respect

of areas which could have a material impact on the financial

statements. We also considered the processes undertaken by the

Manager to ensure that the financial statements are fair, balanced

and understandable.

A variety of financial information and reports were prepared by the

Manager and provided to the Board and to the Committee over the

course of the year. These included budgets, periodic re-forecasting

following acquisitions or corporate activity, papers to support raising

of additional finance and general compliance.

The Company’s risk appetite and risk tolerance for each of the

principal risks facing the business have been integrated into the risk

management framework and policies. I am pleased to report that the

Manager’s approach to the Company’s risk management has been

afforded enhanced focus at the Manager’s Risk Committee. This

has led to more robust discussions at the Committee in terms of

the assessment of the risks faced by the business and the mitigants

implemented by the Manager to seek to ensure the likelihood and

impact of the risks faced by the Company are mitigated where

possible. During the year, the Committee formally reviewed the

Company’s risk profile whilst developing a risk appetite statement

that is appropriate for the size and complexity of the business.

The Committee challenged and reviewed the processes and

controls surrounding the Going Concern and Viability Statements

and were able to take comfort in the level of scrutiny involved within

the process from both the Manager and Akur.

We also regularly review the Company’s ability to continue to pay a

progressive dividend. This financial information was fully reviewed

and debated both at Committee and Board level across a number

of meetings.

The Manager and the Auditor update us on changes to accounting

policies, legislation and best practice and areas of significant

judgement by the Manager. They pay particular attention to

transactions which they deem important due to size or complexity.

We have expanded on the following matters in further detail as they

are determined as some of the most significant risks of material

misstatement in the financial statements.

Valuation of property portfolio

We have separated the valuation appointments, such that CBRE

values our investment assets and Colliers values our development

assets, both on a biannual basis. The Group’s portfolio value was

£5.03 billion on 31 December 2023 (compared to £5.06 billion on

31December 2022).

Following production of the draft valuation by the valuers, the

Manager meets with the valuers to discuss and challenge various

elements of the property valuation, if necessary. The Auditor, in

fulfilling its function as independent Auditor to the Company, also

meets with the valuers to discuss, and where necessary, challenge

the assumptions within the property valuations. The Committee

meets with both valuers to discuss and challenge the valuation

and to ensure it was conducted properly, independently and

could be fully supported. Subject to reviewing and agreeing any

subsequent changes, the Committee also receives a copy of the

property valuations for the portfolio once they have been reviewed

by the Manager and after the Auditor has met with the valuers. The

performance of the valuers is assessed on an annual basis by the

Management Engagement Committee.

Audit process

Planning meeting

We meet with the Auditor

and the Manager before the

preparation of each of the

interim and annual results, to

plan and discuss the scope

of the audit or review as

appropriate, and challenge

where necessary to ensure

its rigour.

Scope

At these meetings the Auditor

prepares a detailed audit or

review plan which is discussed

and questioned by us and

the Manager to ensure that

all areas of the business are

appropriately reviewed and

that the materiality thresholds

are set at the appropriate level,

which varies depending on the

matter in question.

Challenge

We discuss with the Auditor its

views over significant risk areas

and why it considers these to

be risk areas. The Committee,

where appropriate, continues

to challenge and seek comfort

from the Auditor over those

areas which drive audit quality.

Ongoing review

We meet with the Auditor again

just prior to the conclusion of

the review or audit to consider,

challenge and evaluate its

findings in depth.

Tritax Big Box REIT plc Annual Report 2022104 Tritax Big Box REIT plc Annual Report 2023104

Strategic report Governance Financial statements

Valuation of property portfolio continued

In line with best practice and to ensure the continued independence

of the valuers, CBRE rotated valuers. Ben Thomas and John Barham

conducted the valuation for June 2023 and Nick Knight and John

Barham for the December 2023 valuation.

As explained in note 15 to the financial statements, CBRE and

Colliers independently valued the properties in accordance with

IAS 40 “Investment Property”. We have reviewed the underlying

assumptions within the property valuations and discussed these with

the Manager and the valuers, and have concluded that the valuation

is appropriate with a particular regard to the current environment.

The Board approved both the CBRE and the Colliers valuations

inAugust 2023 and February 2024 in respect of the interim and

annualvaluations.

Land options

As we consider that land options do not meet the definition of

investment property, land options will be classified as a non-financial

asset and measured at cost less provision for impairment under

IFRS in the Group Statement of Financial Position. Land options are

measured at fair value and included as such within EPRA NTA.

Fair, balanced and understandable financial

statements

The production and audit of the Group’s Annual Report is

acomprehensive process, requiring input from a number of

contributors. To reach a conclusion on whether the Annual Report

isfair, balanced and understandable, as required under the AIC Code,

the Board has requested that the Committee advise on whether

itconsiders that the Annual Report fulfils these requirements.

Inoutlining our advice, we have considered the following:

•

the comprehensive documentation that outlines the controls

in place for the production of the Annual Report, including the

verification processes to confirm the factual content;

•

the detailed reviews undertaken at various stages of the

production process by the Manager, Administrator, Joint Financial

Advisers, Auditor and Committee, which are intended to ensure

consistency and overall balance;

•

controls enforced by the Manager, Administrator and other third-

party service providers, to ensure complete and accurate financial

records and security of the Company’s assets;

•

the satisfactory ISAE 3402 control report produced by the

Administrator for the year ended 31 December 2022, which has

been reviewed and reported upon by the Administrator’s external

Auditor, to verify the effectiveness of the Administrator’s internal

controls; and

•

a letter provided by the Administrator that there have been no

changes to its control environment since 31 December 2022

and that all internal controls in place at the time of the last review

remain active.

As a result of the work performed, we have concluded and

reported to the Board that the Annual Report for the year ended

31 December 2023, taken as a whole, is fair, balanced and

understandable and provides the information necessary for

Shareholders to assess the Company’s position, performance,

business model and strategy.

Task Force on Climate-related Financial

Disclosures (“TCFD”)

Building on our TCFD disclosures in the 2022 Annual Report, I am

pleased to note that working alongside the Manager, the Committee

reviewed the Company’s climate risks facing the business and

advised the Board accordingly. ESG Consulting Group at CBRE

Limited assisted the Company with the TCFD reporting. Please refer

to pages 62 to 72 for our 2023 TCFD disclosures.

ESEF

I can confirm that the Company’s consolidated financial statements

have been prepared in a digital form under the European Single

Format regulatory standard (“ESEF RTS”).

Internal audit

The Company does not have an internal audit function and, following

an internal risk review, we do not consider it necessary for the

Company to have one. No separate internal audit work was engaged

by the Committee in 2023. The Committee will continue to review

this position in 2024 to determine if certain internal audit services

and reviews are required.

External audit

The Audit and Risk Committee recommended that BDO LLP

be reappointed following a re-tender in 2017. The period of total

uninterrupted engagement is ten years, covering the years ending

31December 2014 to 31 December 2023. Geraint Jones has been

the Lead Audit Partner since 2019. The Lead Audit Partner is subject

to mandatory rotation every five years and, following the conclusion

of the audit for the year ended 31 December 2023, Geraint Jones

will be rotated. The Committee led by the Chair has commenced the

process to appoint a new Audit Partner.

This year is the seventh year that BDO LLP has conducted the

audit post its re-tender in 2017. The Company confirms that it has

complied with the Competition and Markets Authority’s Order in the

year. The Committee was satisfied that it was not optimal to tender

external audit services in the current year. The Committee noted

that a competitive tender for the external Auditor must be held no

later than 2027. The Committee has assessed and values the quality

and stability of the relationship with BDO LLP as current Auditor and

remains overall satisfied with the level of service received.

The Committee monitors the performance of the external Auditor,

providing an in-depth evaluation of its performance following the

external audit, and then makes a recommendation to the Board.

When considering the appropriateness of the reappointment of

BDO LLP, we also consider in our review, the ratio of audit to non-

audit fees and the effectiveness of the audit process, together with

other relevant review processes. We were satisfied that we should

recommend the reappointment of BDO LLP.

The Committee has met with the key members of the audit team

over the course of the year and BDO LLP has formally confirmed its

independence as part of the reporting process.

We consider that the audit team assigned to the Company by

BDO LLP has a good understanding of the Company’s business

which enables it to produce a detailed, high-quality, in-depth audit

and permits the team to scrutinise and challenge the Company’s

financial procedures and significant judgements. We ask the Auditor

to explain the key audit risks and how these have been addressed.

Audit and Risk Committee Report continued

Tritax Big Box REIT plc Annual Report 2022 105Tritax Big Box REIT plc Annual Report 2023 105

Strategic report Governance Financial statements

We also considered BDO LLP’s internal quality control procedures

andtransparency report and found them to be sufficient.

The feedback to BDO LLP as part of the FRC’s Audit Quality

Review of the seven largest accountancy firms was received by

the Committee and discussed with BDO LLP. None of the matters

raised by the FRC were considered by the Committee to be directly

relevant to the Company. Overall, the Committee is satisfied that the

audit process is transparent and of good quality and that the Auditor

has met the agreed audit plan.

Please refer to note 8 in the financial statements for a summary

offees paid to the Auditor.

We continue to believe that, in some circumstances, the external

Auditor’s understanding of the Company’s business can be

beneficial in improving the efficiency and effectiveness of advisory

work. For this reason we continue to engage BDO LLP as

reporting accountants on the Company’s issues of equity and

debt capital in the normal course of the Company’s business.

PricewaterhouseCoopers LLP is appointed to assist with financial

and tax due diligence on corporate acquisitions and to provide

general tax compliance advice.

To help safeguard BDO LLP’s objectivity and independence, we

operate a Non-Audit Services Policy which requires approval by the

Committee above a certain threshold before the external Auditor is

engaged to provide any permitted non-audit services and outlines

certain prohibited services.

The Company paid £55,000 in fees to the Auditor for non-audit

services during 2023. These fees are set out in the table below.

Work undertaken

Rationale for using

the external Auditor

Fee

Interim review Work is normally

performed by an external

Auditor

55,000

Agreed upon procedures

over the Adjusted NAV

Extension of audit

procedures

Total 55,000

The ratio of audit to non-audit services received in the year was 9%

(2022: 12%). The Committee periodically monitors the ratio to ensure

that any fees for permissible non-audit services do not exceed 70%

of the average audit fees paid in the last three years.

Committee evaluation

The overall performance of the Audit and Risk Committee was rated

highly, in particular addressing the issues within its remit, led by its

experienced Chair.

Priorities for 2024

The Committee will continue to focus on developing its approach to

risk appetite, and consider all relevant matters outlined in the FRC’s

Minimum Standard on Audit Committees and the External Audit.

The Committee will work with the Manager to enhance the Boards

accountability for monitoring and reporting on internal controls

and will continue to support the business in its commitment to its

sustainability objectives with a particular focus on climate reporting.

Richard Laing FCA

Chair of the Audit and Risk Committee

29 February 2024

Ratio of audit to non-audit services

Non-audit 9%

Audit 91%

Tritax Big Box REIT plc Annual Report 2022106 Tritax Big Box REIT plc Annual Report 2023106

Strategic report Governance Financial statements

Dear Shareholders,

I am pleased to present the Management Engagement Committee

Report for the year ended 31 December 2023. The Management

Engagement Committee’s role is to review the performance of the

Manager and the Company’s key service providers and if required

to recommend the re-tender of their services for consideration by

the Board. The Committee is also responsible for overseeing any

amendments to the IMA.

During the period we met for two scheduled and one additional

meeting. Over the year, the Committee focused on succession

planning for key senior roles within the Manager both in the long

andshort term; the performance of the Manager itself; assessing

theperformance of the Manager’s key suppliers and implementing

any such recommendation from thisassessment.

To ensure open and regular communication between the Manager

and the Board, certain key representatives of the Manager are

invited to attend all Board meetings to update the Board on the

Company’s portfolio activity and discuss the general market

conditions and the financial performance and strategy of the

Company. Details of the Company’s performance in 2023 have

been set out in the Strategic Report. During the year, the Committee

conducted a thorough review of the Manager’s performance to

ensure that it remained in line with the IMA and KPIs as outlined

in the service level agreement between the Company and the

Manager. The Committee concluded that the Manager continued

toperform well and no concerns were raised.

Suppliers

The Manager prepared a Key Supplier Review report. Following a

thorough review, we agreed with the Manager that the performance

of the Company’s current service providers for the past year

continued to be satisfactory, and in several cases exceptional.

The Committee along with the Manager will continue to review

theperformance of these key suppliers in 2024.

Legal Adviser re-tender

In May 2023, the Manager recommended to the Committee that

it would be appropriate to place the positions of corporate and

property legal advisers for tender, which was fully supported by

the Committee. The Manager met with a number of firms and

subsequently carried out a formal tender in July and August 2023.

“ Securing exceptional service

levels from the Manager and

its suppliers is a continuous

objective of the Committee.”

Membership

Elizabeth Brown, Chair

Karen Whitworth

Aubrey Adams

Alastair Hughes

Richard Laing

Wu Gang

e For full details on Committee attendance please refer to page 95

Key areas of focus in 2023:

•

reviewed the Manager’s succession planning proposals;

•

reviewed the performance of the Manager;

•

reviewed the Manager’s key suppliers and their

performance;and

•

recommended that Ashurst LLP and Burges Salmon LLP

be appointed as the Company’s corporate and property

legaladvisers.

Elizabeth Brown

Chair of the Management Engagement Committee

Management Engagement Committee Report

Tritax Big Box REIT plc Annual Report 2022 107Tritax Big Box REIT plc Annual Report 2023 107

Strategic report Governance Financial statements

Following a competitive and transparent tender process, Ashurst

LLP were appointed as corporate legal advisors to the Company

and Burges Salmon LLP were appointed as property legal advisors

to the Company.

e For more information please see page 91

The Manager

Under the terms of the IMA and in accordance with the ESMA

guidance, as to the interpretation of the rules under AIFMD, the

Board has delegated the day-to-day responsibility for running the

Company to the Manager. The Manager is responsible for making

investment and divestment decisions in accordance with the

Company’s Investment Policy along with asset management of the

existing portfolio.

The Board continues to review all investment and divestment

decisions and development activity, as well as the asset management

policy activity performed by the Manager, remaining responsible

for ensuring that these decisions are made in accordance with the

Company’s Investment Policy.

The Committee also reviews the Manager’s culture and

organisational structure. The Manager increased the number of

employees during 2023 to ensure that the Company is well served

and has invested in key support functions.

The Manager’s COO regularly updates the Board on the internal

operations of the Manager and the Committee continues to monitor

this on an ongoing basis.

As such we consider that all the policies of the Manager relate to all

their employees, suppliers and operating partners. The Company is

a REIT with no employees, hence all data and metrics covering the

employees of our Manager are deemed relevant.

Investment Management Agreement

The revised IMA was approved by the Shareholders on 4 May 2022.

The IMA continues on a rolling basis, with either party having the

right to terminate the IMA, by giving at least 24 months’ notice, no

earlier than 4 May 2025. The 2022 IMA reduced costs and ensures

that the Company has the right skills and resources in place to

deliver returns to Shareholders over the long term.

Conflict management

The IMA contains robust conflict provisions and the Manager

is not permitted in any circumstance to manage another fund

with an exclusive investment strategy focusing on distribution or

logistics assets in excess of 300,000 sq ft located within the UK.

The Manager is permitted to acquire and manage UK distribution

or logistics assets which provide less than 300,000 sq ft of

accommodation on behalf of other funds subject to certain caveats

designed to ensure that any assets which may be of interest to

the Company are offered to the Company in priority to other funds

managed by the Manager.

The Manager has an Investment Allocation Policy. This policy

exists to ensure fair allocation of assets between funds managed

by the Manager and describes the mechanism to be applied by

the Manager to identify actual or potential conflicts. This policy

is reviewed annually by the Manager and was last reviewed in

April 2023.

Management fee

Under the terms of the IMA, the Manager is entitled to a

management fee in consideration for its services. This is payable

in cash by the Company each quarter and is calculated based on

a percentage of the Company’s EPRA Net Tangible Assets (“EPRA

NTA”) disregarding cash or cash equivalents. The fee is payable

quarterly in arrears and the Manager is obliged to apply 25% of the

fee in shares of the Company (“Management Shares”) (see below

for further detail). If the Group buys or sells any assets after the date

at which the relevant EPRA NTA is calculated, the EPRA NTA is

adjusted pro rata for the net purchase or sale price, less any third-

party debt drawn or repaid whilst remaining capped at EPRA NTA.

The revised management fee, applicable from 1 July 2022, is as set

out below:

EPRA NTA value

Relevant

percentage

Up to and including £2 billion 0.7%

Above £2 billion and up to and including £3 billion 0.6%

Above £3 billion and up to and including £3.5 billion 0.5%

Above £3.5 billion 0.4%

During specified periods after publication of the Company’s annual

or interim results the members of the Manager are obliged to use

25% of the management fee (net of any VAT, personal taxation

liabilities and dealing costs, including stamp duty or stamp duty

reserve tax) (the “net cash amount”), to acquire Management Shares

through the subscription of Ordinary Shares in the Company. This

is done at a price equivalent to the prevailing EPRA NTA per share,

adjusted for any dividend declared after the EPRA NTA per share

is announced, if the new shares do not qualify for receipt of this

dividend. Where the EPRA NTA is below the prevailing share price,

new Ordinary Shares will be issued at the prevailing EPRA NTA.

In the circumstances where the EPRA NTA is above the prevailing

share price, the Company’s Broker will be instructed to acquire

Ordinary Shares in the market for those persons, to the value as

near as possible equal to the net cash amount.

The Management Shares may be allocated to any of the Partners

of the Manager, and all employees of the Manager are eligible to

receive share allocations at the discretion of the Manager.

On 2 March 2023, the Manager purchased 1,772,824 Ordinary

Shares in the market which were allocated to the Manager’s

Partners, its staff and abrdn Holdings Limited in respect of the net

cash amount, relating to the six-month period to 31 December 2022.

The purchase price was 147.75 pence per Ordinary Share.

On 3 August 2023, the Manager purchased 1,509,214 Ordinary

Shares in the market which were allocated to the Manager’s

Partners, its staff and abrdn Holdings Limited in respect of the net

cash amount, relating to the six-month period to 30 June 2023.

Thepurchase price was 140.08 pence per Ordinary Share.

Tritax Big Box REIT plc Annual Report 2022108 Tritax Big Box REIT plc Annual Report 2023108

Strategic report Governance Financial statements

Management Engagement Committee Report continued

Management fee continued

Partners of the Manager and its staff had the following beneficial interests as at the date of this report:

PDMR or person closely associated

Number of

Ordinary

Shares held

Percentage of

issued share

capital as at

29 February 2024

Colin Godfrey 2,800,053 0.1471%

James Dunlop 2,737,692 0.1438%

Henry Franklin 2,031,369 0.1067%

Bjorn Hobart 419,418 0.0220%

Petrina Austin 364,820 0.0192%

Frankie Whitehead 200,178 0.0105%

Tritax Management LLP 95,275 0.0050%

Staff of Tritax Management LLP

982,616 0.0516%

abdrn Holdings Limited

4,284,282 0.2250%

Total 13,915,703 0.7309%

1. The figure comprises Ordinary Shares issued to staff of Tritax Management LLP under the terms of the IMA and at IPO, and does not include other shares that

may have otherwise been acquired by staff.

2. The figure comprises Ordinary Shares issued to abrdn Holdings Limited under the terms of the IMA and it does not include other shares that may have been

acquired by abrdn Holdings Limited.

AIFM Directive

The AIFMD became part of UK law in 2013. It regulated AIFMs and

imposed obligations on managers of alternative investment funds

(“AIFs”) in the EU or who market shares in AIFs to EU investors.

Under the AIFMD, the AIFM must comply with various organisational,

operational and transparency obligations. The European

Union (Withdrawal) Act 2018 (“EUWA”) repealed the European

Communities Act 1972 on the day the UK left the EU and converted

into UK domestic law the existing body of directly applicable

EU law. In the UK, AIFMs must now comply with The Alternative

Investment Fund Managers (Amendment) (EU Exit) Regulations

2018. The Manager is authorised by the Financial Conduct Authority

as an AIFM and provides all relevant investment management

and advisory services to the Company, including regulated

activities. The Manager is responsible for making investment and

divestment decisions in respect of the Company’s assets as part

of its regulatory responsibility for the overall portfolio and risk

management of the Company. This is in line with The Alternative

Investment Fund Managers (Amendment) (EU Exit) Regulations 2018

on the application of the AIFMD.

AIFM remuneration policy applied by the Manager

As a full scope AIFM, the Manager must apply a remuneration policy

in line with its business strategy, objectives, values and interests, as

well as those of the AIFs it manages or its investors. The policy must

include measures to avoid conflicts of interest. This ensures that the

Partners have a vested interest in ensuring the Manager remains

financially sound.

The annual fee paid by the Company is based on a percentage of

its EPRA NTA, as set out on page 107. In addition, the Manager’s

Partners are required to apply 25% of that fee (net of tax and certain

other costs, as described on the previous page) to the purchase

of Management Shares. Management Shares are subject to a

12-month lock-in period. This aligns the interests of the Manager and

its Partners with the strategy and interests of the Company and its

Shareholders. The Manager and its Partners allocate a proportion of

the Management Shares to members of staff in adherence with the

general guidance on the AIFM Remuneration Code.

The Manager’s partnership board meets at least twice a year to

discuss the remuneration of its entire staff. Staff are remunerated in

accordance with their seniority, expertise, professional qualifications,

responsibilities and performance. They are paid salaries in line with

market rates and, in profitable years, awarded a discretionary bonus

from a bonus pool worth, in aggregate, at least 5% of the Manager’s

profits. The discretionary bonus may consist of cash or Ordinary

Shares in the Company allocated to certain members of staff out

of the Management Shares. This means that staff remuneration

is predominantly fixed and the variable element is determined by

the Manager’s overall profitability, rather than the performance

of a particular AIF. Where relevant, the proportion of variable

remuneration adheres to the requirements set out in the AIFM

Remuneration Code.

The Manager’s Partners are entitled to their partnership share of its

profits and losses. None of the Partners are entitled to additional

partnership drawings that depend on the performance of any AIF

managed by the partnership. The Partner’s remuneration therefore

depends on the Manager’s overall profitability, rather than the

performance of any AIF.

Committee evaluation

The overall performance on the Management Engagement

Committee for the period was positively rated, in particular

its review of the Manager’s and the Company’s service

providers’performance.

Priorities for 2024

The Committee will focus on the review and performance of the

Manager and its key suppliers. The Committee will continue to

workclosely with the Manager to oversee its succession planning.

Elizabeth Brown

Chair of the Management Engagement Committee

29 February 2024

Tritax Big Box REIT plc Annual Report 2022 109Tritax Big Box REIT plc Annual Report 2023 109

Strategic report Governance Financial statements

Directors’ Remuneration Report

Annual statement

The Company only has Non-Executive Directors and therefore does

not consider it necessary to establish a separate Remuneration

Committee. The Directors’ remuneration is disclosed below. The

Remuneration Report will be presented at the AGM on 1 May 2024

for Shareholder consideration and approval.

Directors’ Remuneration Policy

The Company’s policy is to determine the level of Directors’ fees with

regard to those payable to Non-Executive Directors of comparable

REITs and the time each Director dedicates to the Company’s affairs.

Approval of Directors’ Remuneration Policy

The Directors’ Remuneration Policy was last approved at the

Company’s AGM on 5 May 2021 and will be presented for

Shareholder approval at the Company’s AGM on 1 May 2024. The

Remuneration Policy, if approved, shall take effect from the end of

that meeting.

The Directors are entitled to their annual fee and reasonable

expenses. No element of the Directors’ remuneration is performance

related, nor does any Director have any entitlement to pensions,

share options or any Long Term Incentive Plans from the Company.

Under the Company’s Articles, all Directors are entitled to

the remuneration determined from time to time by the Board.

Therewereno revisions to the policy during the period.

Each Director has been appointed pursuant to a Letter of

Appointment. All Directors are appointed for a three-year term,

subject to annual re-election at the Company’s AGM. No Director

has a service contract with the Company, nor are any such

contracts proposed. The Directors’ appointments can be terminated

in accordance with the notice provisions and the Articles and,

in certain circumstances, without compensation. The terms of

appointment of the Directors are set out in the below table.

Directors’ Fees Benchmarking

In line with best governance practice, the Board requested the

Manager conduct a fee benchmarking exercise.

The exercise was facilitated by the Secretariat and compared the

Company with its peer group and additional FTSE 250 companies.

Additional input was sought from Odgers Berndtson to ascertain

anindependent view on the remuneration market for Non-

ExecutiveDirectors.

As a result and following a number of meetings, the following

changes were recommended by the Nomination Committee

and subsequently approved by the Board and took effect from

1July 2023.

The base NED fee, the Chairman’s fee, the SID fee and the fees for

the Audit & Risk and MEC Chairmanships would increase by 5%.

Director Letter of appointment dated

Expected and actual

date of expiry

Unexpired term as at

31 December 2023 Notice period

Aubrey Adams 11 September 2017 11 September 2024 9 months 3 months

11 September 2019

11 September 2021

Richard Laing 16 May 2018 16 May 2025 17 months 3 months

16 May 2020

4 May 2022

Alastair Hughes 1 February 2019 1 February 2026 25 months 3 months

1 February 2021

1 February 2023

Karen Whitworth 21 October 2019 21 October 2024 10 months 3 months

21 October 2021

Wu Gang 1 October 2021 1 October 2024 9 months 3 months

Elizabeth Brown 15 December 2021 15 December 2024 12 months 3 months

Tritax Big Box REIT plc Annual Report 2022110 Tritax Big Box REIT plc Annual Report 2023110

Strategic report Governance Financial statements

Directors’ Remuneration Report continued

Annual Report on Remuneration (audited)

The fees paid to the past and current Directors in the year to 31 December 2023, which have been audited, are set out below. In addition,

each Director is entitled to recover all reasonable expenses incurred in connection with performing his or her duties as a Director. Directors’

expenses for the year to 31 December 2023 totalled £607 (2022: £628). No other remuneration was paid or payable during the year to any

Director. There have been no payments to past Directors or for loss of office.

Annual fee

Expenses

Total fixed remuneration

Director

For year

ended

31.12.2023

For year

ended

31.12.2022

For year

ended

31.12.2023

For year

ended

31.12.2022

For year

ended

31.12.2023

For year

ended

31.12.2022

Aubrey Adams 123,000 120,000 — — 123,000 120,000

Richard Laing 65,600 64,000 477 563 66,077 64,563

Alastair Hughes

55,558 58,086 — — 55,558 58,095

Karen Whitworth

60,475 59,000 — — 60,475 59,000

Wu Gang 55,350 54,000 130 65 55,480 54,065

Elizabeth Brown

60,702 54,624 — — 60,702 54,624

1. The Non-Executive Director base fee level was increased by 5% with effect from 1 July 2023.

2. Alastair Hughes resigned as Senior Independent Director effective 4 November 2022.

3. Karen Whitworth was appointed Senior Independent Director effective 4 November 2022.

4. Elizabeth Brown was appointed Chair of the Management Engagement Committee effective 4 November 2022.

Annual change in remuneration

The table below illustrates the year-on-year percentage change in remuneration for the Independent Non-Executive Directors.

2019 2020 2021 2022* 2023

Aubrey Adams 5.8% 3.9% 118%

0% 3%

Richard Laing 11% 7% 0% 7% 3%

Alastair Hughes — 0% 10%

-2%

-4%

Karen Whitworth — 0% 10%

Wu Gang — — — 8% 3%

Elizabeth Brown — — — 18%

11%

* The Independent Non-Executive Director base fee level was increased with effect from 1 January 2022 from £50,000 to £54,000 per annum.

+ The Independent Non-Executive Director base fee, the Chairman’s fee, the SID fee and the fees for the Audit & Risk and MEC Chairmanships increased

by5%with effect from 1 July 2023.

1. Aubrey Adams was appointed Chair effective 5 May 2021.

2. Alastair Hughes was appointed SID effective 5 May 2021 and resigned as SID effective 4 November 2022.

3. Karen Whitworth was appointed Chair of the Management Engagement Committee effective 1 October 2021.

4. Karen Whitworth was appointed SID effective 4 November 2022.

5. Elizabeth Brown was appointed Chair of the Management Engagement Committee effective 4 November 2022.

External advisers

The Board and its Committees have access to sufficient resources to discharge their duties. As part of the Directors’ Fee benchmarking

exercise, Odgers Berndtson provided their view on the NED fee market.

Statement of consideration of Shareholder views

The Company is committed to ongoing Shareholder dialogue and takes an active interest in voting outcomes. If there are substantial votes

against any resolutions, the Company will consult with Shareholders in order to understand the reasons for any such vote. The Company will

provide an update on the views received from Shareholders no later than six months after the meeting and any resulting action will be detailed

in the next Annual Report. Ordinary resolutions require a simple majority of 50% and special resolutions require 75% to be passed.

The Directors’ Remuneration Policy and the Directors’ Remuneration Report were approved by Shareholders at the Company’s AGMs held

on5 May 2021 and 3 May 2023, respectively. The voting on the respective resolutions was as shown below:

Resolution For %

Against % Votes withheld

Directors’ Remuneration Policy 99.65% 0.35% 33,272,869

Directors’ Remuneration Report 99.83% 0.17% 7,395,708

1. Including votes in favour and discretion.

Tritax Big Box REIT plc Annual Report 2022 111Tritax Big Box REIT plc Annual Report 2023 111

Strategic report Governance Financial statements

400

350

300

250

200

150

100

Tritax Big Box FTSE 250 FTSE All-Share REIT

Pence

Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15Dec 14Dec 13

Directors’ shareholdings (audited)

There is no requirement for the Directors of the Company to own shares in the Company. As at 29 February 2024, the Directors and their

persons closely associated held the shareholdings listed below.

Director

Number of

held

Percentage

of issued

share capital

Dividends

received

31 December

2023

Aubrey Adams 240,000 0.013% 17,340

Richard Laing 50,000 0.003% 3,613

Alastair Hughes 46,483 0.002% 3,358

Karen Whitworth 30,705 0.002% 2,218

Elizabeth Brown 20,382 0.001% 1,255

Wu Gang 2,600 0.001% 188

1. Includes shareholdings of Directors and persons closely associated (as defined by the UK Market Abuse Regulation).

The shareholdings of these Directors are not significant and, therefore, do not compromise their independence.

Relative importance on spend on pay (audited)

Director

2023

£m

2022

£m

Change

Directors’ remuneration 0.5 0.5 0%

Investment management fees 22.0 26.0 -15%

Dividends paid to Shareholders 135.6 129.4 5%

Other items

The Company maintains Directors’ and Officers’ liability insurance cover, at its expense, on the Directors’ behalf.

As the Company does not have any employees, the Company is not required to produce pay ratio tables.

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

29 February 2024

Total Shareholder Return

The graph below shows the Total Shareholder Return (as required by Company Law) of the Company’s Ordinary Shares relative to a return

ona hypothetical holding over the same period in the FTSE 250 and the FTSE All-Share REIT Index.

Total Shareholder Return is the measure of returns provided by a company to Shareholders reflecting share price movements and assuming

reinvestment of dividends.

Tritax Big Box REIT plc Annual Report 2022112 Tritax Big Box REIT plc Annual Report 2023112

Strategic report Governance Financial statements

Directors’ Report

Introduction

The Directors are pleased to present the Annual Report, including the Company’s audited financial statements as at, and for the year ended,

31 December 2023.

The Directors’ Report and the Strategic Report comprise the “Management Report” for the purposes of Disclosure Guidance and

Transparency Rule 4.1.5R.

Statutory information contained elsewhere in the Annual Report

Information required to be part of this Directors’ Report can be found elsewhere in the Annual Report and is incorporated into this report by

reference, as indicated in the relevant section.

Information Location in Annual Report

Directors Pages 78 and 79

S172 Page 32

Business relationships Pages 1 to 74

Directors’ interest in shares Page 111

Future developments of the Company Pages 24 to 27

Financial instruments Note 4.3 on page 129

Corporate Governance Statement Pages 76 to 85

Going Concern and Viability Page 74

Disclosure of information to Auditor Page 113

Share capital Page 112

TCFD Pages 62 to 72

SECR reporting Page 73

Incorporation by reference

The Corporate Governance Report (pages 76 to 114 of this Annual

Report and Accounts for the year ended 31 December 2023) is

incorporated by reference into this Directors’ Report.

Financial results and dividends

The financial results for the year can be found in the Group

Statement of Comprehensive Income on page 122.

The following interim dividends amounting to, in aggregate, 7.30

pence per share were declared in respect of the year ended

31December 2023:

On 4 May 2023, we declared an interim dividend in respect of the

period from 1 January 2023 to 31 March 2023 of 1.75 pence per

Ordinary Share, paid on 1 June 2023 to Shareholders on the register

on 12 May 2023.

On 3 August 2023, we declared an interim dividend in respect of the

period from 1 April 2023 to 30 June 2023 of 1.75 pence per Ordinary

Share, paid on 31 August 2023 to Shareholders on the register on

11 August 2023.

On 20 October 2023, we declared an interim dividend in respect of

the period from 1 July 2023 to 30 September 2023 of 1.75 pence

per Ordinary Share, paid on 17 November 2023 to Shareholders on

the register on 3 November 2023.

A fourth interim dividend in respect of the three months ended

31 December 2023 of 2.05 pence per share, was approved for

declaration on 1 March 2024, payable on 2 April 2024.

Political donations

No political donations were made during the year.

Employees

The Group has no employees and therefore no employee share

scheme or policies on equal opportunities and disabilities.

Share capital

On 14 August 2023, the Company issued 34,911,333 new Ordinary

Shares in the Company at an issue price of £1.4200 per share.

The 34,911,333 new Ordinary Shares were issued to certain members

of the original Tritax Symmetry Holdings Limited management team

as part of the settlement of their incentive arrangements agreed at the

time of the acquisition of Tritax Symmetry Holdings Limited. Following

the issue of the new Ordinary Shares on 14 August 2023, the share

capital of Company consisted of 1,903,738,325.

As at the date of the report no further issues of new shares were

undertaken during the year. As at 31 December 2023, there were

1,903,738,325 Ordinary Shares in issue.

Ordinary Shares Number

Gross proceeds

Balance at the start of the year 1,868,826,992 N/A

Shares issued on 14 August 2023 34,911,333 N/A

Balance at end of the year 1,903,738,325

Restrictions on transfer of securities in the Company

There are no restrictions on the transfer of securities in the Company, except as a result of:

•

the FCA’s Listing Rules, which require certain individuals to have approval to deal in the Company’s shares; and

•

the Company’s Articles of Association, which allow the Board to decline to register a transfer of shares or otherwise impose a restriction

onshares, to prevent the Company or the Manager breaching any law or regulation.

The Company is not aware of any agreements between holders of securities that may result in restrictions on transferring securities in the Company.

Tritax Big Box REIT plc Annual Report 2022 113Tritax Big Box REIT plc Annual Report 2023 113

Strategic report Governance Financial statements

Securities carrying special rights

No person holds securities in the Company carrying special rights with regard to control of the Company.

Substantial shareholdings

As at 7 February 2024, the Company is aware of the following substantial shareholdings, which were directly or indirectly interested in 3% or

more of the total voting rights in the Company’s issued share capital. As at 7 February 2024, the issued share capital remained the same as at

31 December 2023 with 1,903,738,325 Ordinary Shares in issue.

Shareholder name

Holding as at

7 February 2024 %

BlackRock 169,406,269 8.90

Aviva Investors 114,314,764 6.00

Vanguard Group 99,013,010 5.20

Legal & General Investment Management 77,133,438 4.05

SSGA 59,594,825 3.13

RBC Brewin Dolphin, stockbrokers 58,654,355 3.08

Cohen & Steers 59,133,605 3.11

Amendment of Articles of Association

The Articles may be amended by a special resolution of the

Company’s Shareholders.

Powers of the Directors

The Board will manage the Company’s business and may exercise

all the Company’s powers, subject to the Articles, the Companies

Act and any directions given by the Company by special resolution.

Powers in relation to the Company issuing

its shares

At the AGM held on 3 May 2023, the Directors were granted a

renewed general authority to allot Ordinary Shares in accordance

with Section 551 of the Companies Act 2006, up to an aggregate

nominal amount of £12,458,846. Of those Ordinary Shares, the

Directors were granted authority to issue up to an aggregate nominal

amount of £934,413 (which is equivalent to 5% of the Company’s

issued share capital as at that date) non-pre-emptively and wholly

for cash and authority to issue up to an aggregate nominal amount

of £934,413 to be used only for the purpose of financing (or

refinancing, if the authority is to be used within six months after the

original transaction), a transaction which the Directors determine to

be an acquisition or other capital investment of a kind contemplated

by the Statement of Principles on Disapplying Pre-Emption Rights.

These authorities replaced the equivalent authorities given to the

Directors at the AGM held on 4 May 2022.

These authorities expire at the next AGM in Q2 2024 to be held on

1 May 2024.

Authority to Purchase Own Shares

At the 2023 AGM Shareholders authorised the Company to make

market purchases of its own shares. The Company has not yet

exercised this authority to date.

Change of control

Under the Group’s financing facilities, any change of control at

the borrower or immediate Parent Company level may trigger

a repayment of the outstanding amounts to the lending banks

orinstitutions.

In certain facilities including the issue of recent loan notes, the

change of control provisions also include a change of control at

theultimate Parent Company level.

Appointment and replacement of Directors

Details of the process by which Directors can be appointed or

replaced are included in the Nomination Committee Report on

pages 96 to 99.

Disclosure of information to the Auditor

The Directors, who were members of the Board at the time of

approving the Directors’ Report, have confirmed that:

•

so far as each Director is aware, there is no relevant audit

information of which the Company’s Auditor is not aware; and

•

each Director has taken all the steps that they ought to have taken

as a Director in order to make themselves aware of any relevant

audit information and to establish that the Company’s Auditor is

aware of that information.

Events subsequent to the year-end date

For details of events since the year-end date, please refer to note 35

on page 149 to the consolidated financial statements.

Independent Auditor

BDO LLP has expressed its willingness to continue as Auditor

forthefinancial year ending 31 December 2024.

Manager and service providers

The Manager during the year was Tritax Management LLP. Details of

the Manager and certain elements of the Investment Management

Agreement are set out in the Management Engagement Committee

Report on pages 106 to 108.

Additional information

In accordance with Listing Rule (“LR”) 9.8.4C R, the only disclosure

requirement required under LR 9.8.4 R is the disclosure of

capitalised interest, which is disclosed in note 11 on page 133.

Annual General Meeting

It is planned for the Company’s AGM to be held at the offices of

Ashurst LLP at London Fruit & Wool Exchange, 1 Duval Square,

London E1 6PW, on 1 May 2024.

This report was approved by the Board on 29 February 2024.

Tritax Management LLP

Company Secretary

29 February 2024

Tritax Big Box REIT plc Annual Report 2022114 Tritax Big Box REIT plc Annual Report 2023114

Strategic report Governance Financial statements

Directors’ Responsibilities

In respect of the Annual Report and the financial statements

The Directors are responsible for preparing the Annual Report and

the financial statements in accordance with UK adopted international

accounting standards and applicable law and regulations.

Company law requires the Directors to prepare financial statements

for each financial year. Under that law the Directors are required

to prepare the Group financial statements in accordance with UK

adopted international accounting standards and have elected

to prepare the Company financial statements in accordance

with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards and applicable law).

Under Company Law the Directors must not approve the financial

statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and Company and of the

profit or loss for the Group for that period.

In preparing these financial statements, the Directors are required to:

•

select suitable accounting policies and then apply them consistently;

•

make judgements and accounting estimates that are reasonable

and prudent;

•

state whether the Group financial statements have been prepared

in accordance with UK adopted international accounting

standards, subject to any material departures disclosed and

explained in the financial statements;

•

state whether the Company financial statements have been

prepared in accordance with Financial Reporting Standard 101

“Reduced Disclosure Framework” (“FRS 101”) subject to any

material departures disclosed and explained in the Company

financial statements;

•

prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Group and the

Company will continue in business; and

•

prepare a Directors’ Report, a Strategic Report and Directors’

Remuneration Report which comply with the requirements of the

Companies Act 2006.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Group and

Company’s transactions and disclose with reasonable accuracy at

any time the financial position of the Company and enable them to

ensure that the financial statements comply with the Companies

Act 2006.

They are also responsible for safeguarding the assets of the

Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities. The

Directors are responsible for ensuring that the Annual Report and

Accounts, taken as a whole, is fair, balanced and understandable

and provides the information necessary for Shareholders to assess

the Group’s performance, business model and strategy.

Website publication

The Directors are responsible for ensuring the Annual Report and

the financial statements are made available on a website. Financial

statements are published on the Company’s website in accordance

with legislation in the United Kingdom governing the preparation

and dissemination of financial statements, which may vary from

legislation in other jurisdictions. The maintenance and integrity of

the Company’s website is the responsibility of the Directors. The

Directors’ responsibility also extends to the ongoing integrity of the

financial statements contained therein.

Directors’ responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

•

the Group financial statements have been prepared in accordance

with the applicable set of accounting standards, give a true and

fair view of the assets, liabilities, financial position and profit and

loss of the Group; and

•

the Annual Report includes a fair review of the development and

performance of the business and the financial position of the

Group and Parent Company, together with a description of the

principal risks and uncertainties that they face.

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

29 February 2024

Tritax Big Box REIT plc Annual Report 202276 Tritax Big Box REIT plc Annual Report 202376

Strategic report Governance Financial statements

Chairman’s Governance Overview

This report seeks to demonstrate and explain the Company’s core

governance-related processes and procedures, and highlights the

key governance actions which have taken place during the period.

The Board continues to believe that sound corporate governance

plays a key role in shaping the long-term success of the Company and

provides a strong foundation for the delivery of its strategic objectives.

Board priorities

One of our key priorities as a Board is to oversee the successful

implementation of the business’ strategy and ensure it is positioned

for long-term success. The Board continues to support the Manager

in any potential investment and divestment decisions, including

exploring possible opportunities in the urban logistics market,

and ensures ongoing compliance with the Company’s Investment

Policy and Objectives. The Board held an off-site strategy day

in May 2023 which provided an opportunity to focus on the

strategic opportunities as well as the prevailing macroeconomic

climate outside the routine consideration of the Board. We were

also pleased to be able to visit some of our development sites in

Kettering and Rugbyas part of our strategy day.

During the year, the Company acquired the remaining 13% interest in

the Tritax Symmetry portfolio, held by Tritax Symmetry Shareholders.

The Company now owns the rights to 100% of the future performance

of the development portfolio. Included in this transaction was the

implementation of the succession plan within the Tritax Symmetry

management team. As a Board we are grateful for the initial

management team’s contribution to the performance to date and

infacilitating a smoothtransition to the new management team.

We have used this opportunity to review the overall incentive

arrangements in place for the team to ensure they are appropriately

motivated to continue to deliver the value inherent in our development

land portfolio.

Good governance is key to

successfully delivering our

business strategy

Governance highlights for 2023

•

Conducted a strategic review of the business in May 2023.

•

Signed a new £500 million Sustainability-Linked Unsecured

Revolving Credit Facility (“RCF”).

•

Oversaw the successful disposal of six assets.

•

Appointed new corporate and property legal advisors following a

rigorous tender process.

•

As approved by Shareholders at the 2023 AGM, effected the share

premium cancellation in order to increase the distributable reserves

available to facilitate the payment of future dividends.

•

Enhanced the Company’s oversight of the risk management process.

•

Received an ‘AA’ rating in the MSCI ESG Ratings and classified

as an industry leader in managing significant ESG risks

andopportunities.

•

Completed the Tritax Symmetry succession plan.

•

Reviewed the Manager’s succession planning.

•

Undertook a benchmarking exercise of NED fees.

•

Conducted a comprehensive internal Board and Committee

performance evaluation exercise. Please see page 98.

•

Complied with all of the principles and provisions of the 2019 AIC

Code applicable to the Company. Please see pages 84 and 85.

•

Met all of the requirements set out in the Financial Reporting

Council’s Guidance on Risk, Internal Control and Related Financial

and Business Reporting. Please see page 103.

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

Tritax Big Box REIT plc Annual Report 2022 77Tritax Big Box REIT plc Annual Report 2023 77

Strategic report Governance Financial statements

Delivering on our objectives

The Company successfully sold six assets in the period and

received a total consideration of £327 million. These disposals

were conducted at or above most recent valuations, and delivered

a blended Net Initial Yield of 4.3%. These disposals are consistent

with the Company’s strategy, the proceeds from which are being

recycled into higher returning opportunities, primarily within the

development pipeline.

I am pleased to report that the Company was awarded an ‘AA’ rating

in the MSCI ESG Ratings and classified as an industry leader in

managing significant ESG risks and opportunities. During this year,

we continued to enhance our ESG strategy, including improved

collection of ESG data and ESG integration across the asset lifecycle.

The Company continues to work with CBRE to improve our overall

TCFD disclosure. We also continue to embed climate reporting into

our governance framework and align the carbon performance of the

portfolio to the Paris Agreement decarbonisation pathways. Karen

Whitworth, Senior Independent Director (“SID”), remains our “ESG

Champion” and engages directly with the Manager’s ESG Director

onvarious ESG topics. For further information please see pages 36 to 41.

Post year end, the Company announced that it had reached

agreement with the Board of UK Commercial Property REIT Limited

(“UKCM”) on the key terms of a possible all-share offer for the entire

issued and subsequently issued share capital of UKCM.

Board and Committee composition

The Company has a strong and fully independent Board with

a diverse range of skills and extensive real estate and logistics

experience. During the period, the Nomination Committee reviewed

the Board and Committee composition and based on the size

and complexity of the business recommended the recruitment

of an additional Independent Director with the requisite real

estate experience. Further details can be found in the Nomination

Committee report on pages 96 to 99.

In line with the Board’s Diversity and Inclusion Policy, I am pleased

toreport that 33% of Board Directors are female with one of the

senior positions being held by a female. In this case, the SID role

is held by Karen Whitworth. The Board is also compliant with

the requirement to have one individual from an ethnic minority

background. Further detail on the Board’s approach to diversity

canbe found on page 99.

The skills and diversity of the board will continue to be monitored by

the Nomination Committee and the Company endeavours to meet

the Listing Rule 9.8.6R(9) Board diversity targets in its wider Board

succession planning. For further details, please see page 99.

Board development

We continue to receive regular updates and briefings on corporate

governance as well as wider regulatory changes within the market,

such as the impact of the Audit and Corporate Governance reform,

to ensure we comply with all applicable laws and regulations.

During the year, the Board completed several training sessions,

specifically on ESG performance from a liquidity impact perspective;

cyber security awareness training; and a valuation teach in session

with CBRE. The training sessions help to inform and upskill the

Board and ensure we have sufficient knowledge to discharge our

duties effectively, further details of which can be found on page 97.

Board Evaluation

The Board completed an internal Board and Committee

performance evaluation exercise in compliance with Principle L of

the AIC code, which focused on the review of the performance of

the Board, its Committees and my Chairmanship. We are pleased

Statement of compliance

The Board of Tritax Big Box REIT plc has considered the Principles

and Provisions of the 2019 AIC Code of Corporate Governance (the

“AIC Code”). The AIC Code addresses the Principles and Provisions

set out in the UK Corporate Governance Code (the “UK Code”), and

sets out additional Provisions on issues that are of specific relevance

toinvestment companies.

The Board considers that reporting against the Principles and Provisions

of the AIC Code, which has been endorsed by the Financial Reporting

Council, provides more relevant information to Shareholders.

The Company has fully complied with the Principles and Provisions of

the AIC Code.

The AIC Code is available on the AIC website (www.theaic.co.uk). It

includes an explanation of how the AIC Code adapts the Principles

and Provisions set out in the UK Code to make them relevant for

investmentcompanies.

e For further details please see pages84 and85

to report that the review was positive, demonstrated a high level of

challenge and critical thinking in the boardroom, and highlighted a

few priorities and potential efficiency enhancement for the Board

to focus on over the next period. Further details can be found on

page98.

For 2024 this exercise will be externally facilitated in line with best

corporate governance practice.

Board engagement

We believe that our positive engagement and working relationship

with the Manager is key to enhancing the Company’s governance

arrangements and ensuring that they are robust and fit for purpose.

We work closely with the Manager to identify areas for improvement

and best practice which promotes an open and collaborative culture.

We regularly engage with the Company’s advisers, to discuss

investor feedback they have received and/or gauge their views on

corporate strategy and performance. We also provide investors with

regular updates on significant business events, specifically financial

performance and investment activity, through announcements

via the Regulatory News Service of the London Stock Exchange

(“RNS”). These updates are also uploaded to the Company’s website

(https://www.tritaxbigbox.co.uk/investors/regulatory-news).

Priorities for 2024

Looking ahead to 2024, the Board will continue to seek alignment

with best governance practice and will monitor its compliance with

the Listing Rules in relation to Diversity Targets, as appropriate.

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

29 February 2024

Tritax Big Box REIT plc Annual Report 202278 Tritax Big Box REIT plc Annual Report 202378

Strategic report Governance Financial statements

The right leadership

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

Appointed Tenure

11 September 2017 6 years 6 months

Relevant skills and experience

•

Almost 40 years’ experience at board level

in the real estate industry, including part

of his executive career as chief executive

ofSavills plc

•

Extensive experience as a chairman and

non-executive director, including as senior

independent director of Associated British

Ports plc and chairman of Max Property

Group plc

•

Fellow of the Institute of Chartered

Accountants in England and Wales

•

Fellow of the Royal Institution of

CharteredSurveyors

Key external appointments

•

Chairman of the board of trustees of

Wigmore Hall since May 2011

•

Group chair of L&Q Housing Trust, a leading

housing association since September 2015

•

Director of Nameco (No.522) Ltd since 2015

Karen Whitworth FCA

Senior Independent Director

Appointed Tenure

21 October 2019 4 years 5 months

Relevant skills and experience

•

Over 20 years of board level experience in

public and private organisations

•

Managing director of Whitworth Holdings

Limited from 2012 to 2022, when the

business was sold

•

Non-executive director and chair of the audit

and risk committee of Pets at Home Group

plc until May 2021

•

Various operational, strategic and

commercial roles at J Sainsbury’s PLC, from

2007 to 2018, ultimately becoming a member

of the commercial board and director of

non-food grocery and new business for the

last three years

•

Supervisory member and audit committee

member of GS1 UK Limited from 2013 to 2018

•

Chairman’s adviser/finance director at BGS

Holdings Limited (trading as “Tunetribe”) from

2005 to 2007

•

Various roles at Intercontinental Hotel Group

plc from 2000 to 2005, including senior vice

president of strategy and transformation and

senior vice president of investor relations

•

Fellow of the Institute of Chartered

Accountants in England and Wales

Key external appointments

•

Non-executive director and member

of the audit committee and corporate

responsibility committee of Tesco plc since

December 2020

•

Non-executive director and audit committee

chair of The Rank Group Plc since

November 2019 and senior independent

director since January 2022

•

Non-Executive Director of Nuffield Health

since September 2023

•

Independent adviser to Growup Farms

Limited since 2019

Richard Laing FCA

Independent Non-Executive Director

Appointed Tenure

16 May 2018 5 years 10 months

Relevant skills and experience

•

Experienced non-executive director and

non-executive chairman of quoted and

unquoted businesses

•

In-depth knowledge of financial matters

through his previous roles as finance

director and chief executive of CDC Group

plc for 11 years; as finance director of De La

Rue plc; as financial analyst and manager at

Bookers Group plc; and from five years at

PricewaterhouseCoopers

•

Non-executive director and chairman of

the audit and risk committee of JP Morgan

Emerging Markets Investment Trust plc from

January 2015 to February 2024

•

Fellow of the Institute of Chartered

Accountants in England and Wales

Key external appointments

•

Chairman of 3i Infrastructure plc since

January 2016

•

Trustee of the Leeds Castle Retirement

Benefit Scheme since September 2012

M A MM ANN

Board of Directors

Tritax Big Box REIT plc Annual Report 2022 79Tritax Big Box REIT plc Annual Report 2023 79

Strategic report Governance Financial statements

Audit and Risk Committee

Management Engagement Committee

Nomination Committee

Chair

M A AN M M

Alastair Hughes FRICS

Independent Non-Executive Director

Appointed Tenure

1 February 2019 5 years 1 month

Relevant skills and experience

•

Over 30 years’ experience in the UK and

international real estate markets both at an

operational and strategic level

•

Former director and global executive board

member of Jones Lang LaSalle Inc (“JLL”),

previously serving as managing director of

JLL in the UK, before becoming CEO for

Europe, Middle East and Africa and then

CEO for Asia Pacific

•

Fellow of the Royal Institution of

CharteredSurveyors

Key external appointments

•

Chair of Schroder Real Estate Investment Trust

Limited since October 2021, non-executive

director since April 2017

•

Non-executive director of The British Land

Company plc since January 2018

•

Non-executive director of QuadReal,

aCanadian Property Group,

sinceOctober2019

Wu Gang

Independent Non-Executive Director

Appointed Tenure

1 October 2021 2 year 5 months

Relevant skills and experience

•

A strong strategic and financial advisory

background and a wealth of international

experience gained from a career of over

25 years in investment banking in Asia

andEurope

•

Set up and led the European investment

banking team at CLSA Securities, the

international investment banking platform of

CITIC Securities, from 2015 to January 2019

•

Prior to CLSA Securities, was head of M&A

and general industrials at ICBC International

•

Held senior level positions at The Royal

Bank of Scotland, HSBC and Merrill Lynch

in Hong Kong and London

•

Served as a non-executive director of

LairdPlc from January 2017 to June 2018

•

Previously Senior Advisor at Rothschild

&Co Hong Kong Limited from January 2019

to January 2023

Key external appointments

•

Non-executive director of Ashurst LLP

andIG Group Holdings Plc since April 2019

and October 2020 respectively

Elizabeth Brown

Independent Non-Executive Director

Appointed Tenure

15 December 2021 2 year 3 months

Relevant skills and experience

•

Brings a clear focus on consumer trends

and market insights, identifying growth

opportunities and translating these into

value-creating strategies

•

22 years’ experience in strategy and M&A,

as a former strategy consultant with L.E.K.

Consulting from 2002-2005; an investment

director at the RBS Special Opportunities

Fund from 2005-2012; Head of Corporate

Development from 2013-2017 and Strategy

Director of Services from 2016 to 2017

atCurry’s

•

Previously Group Strategy Director

atDiageo from 2019 to 2023

Key external appointments

•

Chief Strategy Officer at Inchcape plc since

February 2023

Tritax Big Box REIT plc Annual Report 202280 Tritax Big Box REIT plc Annual Report 202380

Strategic report Governance Financial statements

Governance at a Glance

Board gender split Non-Executive Director tenure

Male 67%

Female 33%

Green

Finance

Sub-

Committee

Disclosure

Committee

ESG

Committee

Operations

Committee

Executive

Committee

Investment

Committee

Audit and Risk

Committee

Nomination

Committee

Management

Engagement

Committee

Risk

Committee

Board of Directors

Manager has delegated

authority to these

Committees

Our corporate

governance structure

Board Committee

Manager Committee

Board relevant

sectorexperience

The Board has a complementary range

of skills which are relevant to the Group’s

medium and longer-term objectives.

The Board considers Richard Laing to have

recent and relevant financial expertise to

Chair the Audit and Risk Committee. Karen

Whitworth and Wu Gang are also considered

to be financial industry experts by the Board.

Financial

Property

Retail

ESG

Logistics

Governance/PLC

E-Commerce

Risk Management

Strategy

Years

Board member

1 2 3 4 5 6 7

Tritax Big Box REIT plc Annual Report 2022 81Tritax Big Box REIT plc Annual Report 2023 81

Strategic report Governance Financial statements

Key Representatives of the Manager

Tritax Management LLP (the “Manager”) acts as the Company’s Alternative

Investment Fund Manager (“AIFM”) for the purposes of the Alternative Investment

Fund Manager Directive (“AIFMD”) and as such the Board has delegated authority

to the Manager to conduct portfolio and risk management services on behalf of

the Company. Whilst the Manager has the ultimate responsibility to make the final

decision over portfolio and risk management services, the Board actively discusses

potential investments and divestments with the Manager and ensures ongoing

compliance with the Company’s Investment Policy and Investment Objectives.

This complies with the The Alternative Investment Fund Managers (Amendment)

(EU Exit) Regulations 2018, which replaces the European Securities and Markets

Authority (“ESMA”) guidelines published on 13 August 2013 in respect of the AIFMD

and ensures that the Company continues to adopt best governance practice.

Colin Godfrey BSc (Hons) MRICS

CEO, Tritax Big Box REIT plc

Relevant skills and experience

Colin is responsible for leading the Group’s

fund management function and has overall

responsibility for the provision of strategic

investment advice to the Group. Colin began

his career with Barclays Bank before joining

Conran Roche in the late 1980s. Once

qualified as a chartered surveyor, Colin

specialised in portfolio fund management, with

particular responsibility for the £1 billion assets

of the British Gas Staff Pension Scheme. In

2000, Colin was a founding Director of SG

Commercial and became a partner of the

Tritax Group in 2004.

Frankie Whitehead FCA

CFO, Tritax Big Box REIT plc

Relevant skills and experience

Frankie is responsible for all aspects of the

Group’s finance and corporate reporting.

Frankie is a Fellow of the Institute of Chartered

Accountants in England and Wales. He

joined Tritax in 2014 following the Company’s

IPO. Frankie previously performed the role

of Financial Controller at Primary Health

Properties PLC and trained and qualified at

PKF (UK) LLP which subsequently merged

with BDO LLP. Frankie became a partner of

the Tritax Group in 2020.

Petrina Austin BSc (Hons) MRICS

Head of Asset Management

Relevant skills and experience

Petrina leads the Group’s asset and property

management service, incorporating ESG and

insurance functions. She has developed the

capabilities of the team to extend the skills in

logistics and industrial operations, integrating

ESG and power considerations into analysis.

Petrina qualified as a chartered surveyor in

1998. Petrina has over 27 years’ property

and finance related asset management

experience having held roles at Knight Frank

and King Sturge (now JLL) before joining

the Tritax Group in 2007, and becoming a

partner in 2017.

Bjorn Hobart BSc

(Hons) MA, MRICS

Investment Director

Relevant skills and experience

Bjorn is responsible for managing the

Company’s investment portfolio and serves as

Chairman of the Investment Committee. Bjorn

started his career at Faber Maunsell (now

AECOM) and went on to undertake an MA in

Property Valuation and Law. In 2007, Bjorn

joined SG Commercial and joined The Tritax

Group in 2011, becoming a partner in 2017.

James Dunlop BSc (Hons) MRICS

CEO, Investment, Tritax Group

Relevant skills and experience

James is responsible for identifying, sourcing

and structuring suitable investment assets

for the Company. James started his career at

Weatherall Green and Smith (now BNP Paribas

Real Estate) where he qualified as a chartered

surveyor in its Investment Development and

Agency division in 1991. In 2000, James

formed SG Commercial, then became a

partner of the Tritax Group in 2005.

Henry Franklin Qualified

Solicitor, CTA

Chief Operating Officer

Relevant skills and experience

Henry is responsible for tax, legal and

compliance activities, working closely with the

Board, the management team and external

advisers to ensure the robustness of the tax and

legal structure. Henry is a qualified solicitor who

completed his articles with Ashurst LLP in 2001,

qualifying as a chartered tax adviser in 2004,

before moving to Fladgate LLP in 2005. Henry

joined the Tritax Group as a partner in 2008.

Executive Committee

Investment Committee

Operations Committee

Risk Committee

ESG Committee

Green Finance Sub-Committee

Chair

I R

IO O E

Tritax Big Box REIT plc Annual Report 202282 Tritax Big Box REIT plc Annual Report 202382

Strategic report Governance Financial statements

Key Representatives of the Manager continued

Hana Beard

Group Company Secretary

Chase French

Head of Financial Modelling

and Portfolio Analytics

Ian Brown

Head of Corporate Strategy

andInvestor Relations

Will Oliver

FD, Development

Charlie Withers

Partner, Development Director

Henry Stratton

Head of Research

Alan Somerville

ESG Director

Jonathan Wallis

Development Director

Mark Fergusson

Head of Occupational Leasing

Catherine Fry

Head of Risk and Compliance

Andrew Dickman

MD, Development

Tom Leeming

Development Director

The Tritax Big Box Team

Executive Committee

Investment Committee

Operations Committee

Risk Committee

ESG Committee

Green Finance Sub-Committee

e To read more about our colleagues please go to https://www.tritaxbigbox.co.uk/about/people-and-culture/

O E

RRO

GER

Tritax Big Box REIT plc Annual Report 2022 83Tritax Big Box REIT plc Annual Report 2023 83

Strategic report Governance Financial statements

Key activities of the

Company in 2023

January to March 2023

•

Declared an interim dividend

of 1.975 pence per share, in

respect of the three months

to 31 December 2022.

•

Awarded an ‘AA’ rating by

MSCI ESG Ratings and

classified as an industry

leader in managing

significant ESG risks

andopportunities.

•

Disposal of three investment

assets with a combined

WAULT of 9.2years and

a total area of 1.4million

square feet.

•

Approved the Annual Report

and Accounts for the year

ended 31 December 2022.

April to June 2023

•

Declared an interim dividend

of 1.75 pence per share, in

respect of the three months

to 31 March 2023.

•

Cancelled the Company’s

share premium account.

•

Held the Company’s Annual

General Meeting.

•

Strategy Meeting held off-

site and Board asset tour

to the development sites in

Kettering and Rugby.

July to September 2023

•

Declared an interim dividend

of 1.75 pence per share, in

respect of the three months

to 30 June 2023.

•

Approved the interim

results2023.

•

Approved and completed

the Share buyback with

respect to B and C shares

and further integration of

TritaxSymmetry.

•

Completed an asset disposal

for a net consideration of

£84.3 million.

•

Conducted the performance

review of the Manager.

•

Appointed new corporate

and property legal advisors.

•

Conducted the performance

review of the Company’s

keysuppliers.

October to December

2023

•

Declared an interim dividend

of 1.75 pence per share, in

respect of the three months

to 30 September 2023.

•

Conducted the Board and

Committee performance

evaluation.

•

Signed a new sustainability-

linked unsecured revolving

credit facility with a syndicate

of existing relationship banks

and new lenders.

•

Celebrated the 10-year

anniversary of the

Company’s listing to the

London Stock Exchange.

•

Reviewed the Managers

succession plans.

Post year end

•

Agreed action plan following Board and Committee performance evaluation to focus on in 2024.

•

Declared an interim dividend of 2.05 pence per share, in respect of the three months to 31 December 2023.

•

Approved the Annual Report and Accounts 2023.

•

Held seven Governance Roadshows.

•

Reached agreement on the key terms of a possible all-share offer for the entire issued and subsequently issued share capital of UKCM.

Tritax Big Box REIT plc Annual Report 202284 Tritax Big Box REIT plc Annual Report 202384

Strategic report Governance Financial statements

Application of Code

Application of AIC

Codeprinciples

The AIC Code, and the underlying UK Code, have placed increased

emphasis on “comply or explain” with regard to the principles of the

Code. Our explanations of how we have applied the main principles

ofthe AIC Code can be found below.

Board leadership and Company purpose

Principle A. A successful company is led by an effective board,

whose role is to promote the long-term sustainable success of the

company, generating value for Shareholders and contributing to

wider society.

Strategic Report pages 1 to 74

Board Leadership and Company Purpose pages 86 to 89

Principle B. The board should establish the company’s purpose,

values and strategy, and satisfy itself that these and its culture are

aligned. All Directors must act with integrity, lead by example and

promote the desired culture.

Strategic Report pages 1 to 74

Board Leadership and Company Purpose pages 86 to 89

DivisionofResponsibilities pages 92 to 94

Principle C. The board should ensure that the necessary resources

are in place for the company to meet its objectives and measure

performance against them. The board should also establish a

framework of prudent and effective controls, which enable risk to be

assessed and managed.

Principal Risks and Uncertainties pages 56 to 61

Section 172 Statement page 32

Audit, Risk and Internal Control pages 100 and 101

Audit and Risk Committee Report pages 102 to 105

Principle D. In order for the company to meet its responsibilities to

Shareholders and stakeholders, the board should ensure effective

engagement with, and encourage participation from, these parties.

Stakeholders pages 32 to 34

Section 172 Statement page 32

Division of responsibilities

Principle F. The chair leads the board and is responsible for its

overall effectiveness in directing the company. They should

demonstrate objective judgement throughout their tenure and

promote a culture of openness and debate. In addition, the chair

facilitates constructive board relations and the effective contribution

of all non-executive directors, and ensures that Directors receive

accurate, timely and clear information.

Board Leadership and Company Purpose pages 86 to 89

Division of Responsibilities pages 92 to 94

Principle G. The board should consist of an appropriate

combination of Directors (and, in particular, independent non-

executive Directors) such that no one individual or small group of

individuals dominates the board’s decision making.

Division of Responsibilities pages 92 to 94

Composition, Succession and Evaluation pages 78 and 79, 96 and 98

Principle H. Non-executive Directors should have sufficient time to

meet their board responsibilities. They should provide constructive

challenge, strategic guidance, offer specialist advice and hold

third-party service providers to account.

Board Leadership and Company Purpose pages 86 to 89

Division of Responsibilities pages 92 to 94

Audit and Risk Committee Report pages 102 to 105

Management Engagement Committee Report pages 106 to 108

Principle I. The board, supported by the company secretary, should

ensure that it has the policies, processes, information, time and

resources it needs in order to function effectively and efficiently.

Division of Responsibilities pages 92 to 94

Nomination Committee Report pages 96 to 99

Composition, succession and evaluation

Principle J. Appointments to the board should be subject to a

formal, rigorous and transparent procedure, and an effective

succession plan should be maintained. Both appointments and

succession plans should be based on merit and objective criteria

and, within this context, should promote diversity of gender, social

and ethnic backgrounds, cognitive and personal strengths.

Nomination Committee Report pages 96 to 99

Principle K. The board and its committees should have a

combination of skills, experience and knowledge. Consideration

should be given to the length of service of the board as a whole

andmembership regularly refreshed.

Composition, Succession and Evaluation pages 78 and 79, 96 and 98

Tritax Big Box REIT plc Annual Report 2022 85Tritax Big Box REIT plc Annual Report 2023 85

Strategic report Governance Financial statements

Principle L. Annual evaluation of the board should consider its

composition, diversity and how effectively members work together to

achieve objectives. Individual evaluation should demonstrate whether

each director continues to contribute effectively.

Nomination Committee Report pages 96 to 99

Audit, risk and internal control

Principle M. The board should establish formal and transparent

policies and procedures to ensure the independence and

effectiveness of external audit functions and satisfy itself on the

integrity of financial and narrative statements.

Audit, Risk and Internal Control pages 100 and 101

Audit and Risk Committee Report pages 102 to 105

Principle N. The board should present a fair, balanced and

understandable assessment of the company’s position and

prospects.

Audit and Risk Committee Report pages 102 to 105

Directors’ Responsibilities Statements page 114

Principle O. The board should establish procedures to manage risk,

oversee the internal control framework, and determine the nature and

extent of the principal risks the company is willing to take in order to

achieve its long-term strategic objectives.

Principal Risks and Uncertainties pages 56 to 61

Viability Statement page 74

Audit, Risk and Internal control pages 100 and 101

Audit and Risk Committee Report pages 102 to 105

Notes to the Consolidated Accounts pages 126 to 149

Remuneration

Principle P. Remuneration policies and practices should be

designed to support strategy and promote long-term sustainable

success.

Management Engagement Committee Report pages 106 to 108

Directors’ Remuneration Report pages 109 to 111

Principle Q. A formal and transparent procedure for developing

policy on remuneration should be established. No director should

beinvolved in deciding their own remuneration outcome.

Directors’ Remuneration Report pages 109 to 111

Principle R. Directors should exercise independent judgement and

discretion when authorising remuneration outcomes, taking account

of company and individual performance, and wider circumstances.

Directors’ Remuneration Report pages 109 to 111

Key Board statements

Requirement Board statement Where to find further information

Going concern basis The Board is of the opinion that the going

concern basis adopted in the preparation

ofthe Annual Report is appropriate.

Further details are set out on page 74 of the

Strategic Report.

Viability Statement The Board is of the opinion that the Viability

Statement adopted in the preparation of the

Annual Report is appropriate.

Further details are set out on page 74 of the

Strategic Report.

Annual review of systems

of risk management and

internal control

A continuing process for identifying,

evaluating and managing the risks the

Company faces has been established and

the Board has reviewed the effectiveness of

the internal control systems.

Further details are set out in Audit, Risk and

Internal Controls on pages 100 and 101 of

this Corporate Governance Report.

Robust assessment of the Company’s

emerging and principal risks to the

business model, future performance,

solvency and liquidity of the Company

The Audit and Risk Committee and the

Board undertake a full risk review twice a

year where all the emerging and principal

risks and uncertainties facing the Company

and the Group are considered.

Further details can be found in Principal

Risks and Uncertainties on pages 56 to 61

ofthe Strategic Report.

Fair, balanced and understandable The Directors confirm that to the best of their

knowledge the Annual Report and Accounts

taken as a whole is fair, balanced and

understandable and provides the information

necessary for Shareholders to assess the

Company’s performance, business model

and strategy.

Further details of the fair, balanced and

understandable statement can be found in

the Audit and Risk Committee Report on

pages 102 to 105.

Appointment of the Manager The Directors consider the continuing

appointment of the Manager on the terms

agreed in the Investment Management

Agreement dated 11 September 2017,

asamended on 4 May 2022, to be in the

best interests of the Company.

Further details are set out in the

Management Engagement Committee

Report on pages 106 to 108.

S172 of the Companies Act 2006 The Directors have considered the

requirements of S172 when making strategic

decisions.

Further details are set out on page 32

oftheStrategic Report.

TCFD The Directors have voluntarily reported

onthe TCFD requirements.

Further details are set out on pages 62 to 72

of the Strategic Report.

Tritax Big Box REIT plc Annual Report 202286 Tritax Big Box REIT plc Annual Report 202386

Strategic report Governance Financial statements

Board Leadership and Company Purpose

How we govern the Company

The Board is responsible for promoting the long-term sustainable

success of the Company and generating value for its Shareholders

and other stakeholders through effective leadership.

The Board and the Manager work closely together to maintain the

highest standards of corporate governance. We believe that our

positive engagement and working relationship with the Manager

are key to enhancing the Company’s governance arrangements

and ensuring that they are robust and fit for purpose. We work

closely with the Manager to identify areas for improvement and

best practice which creates an open and collaborative culture. The

Company’s success is based upon the effective implementation of

its strategy by the Manager and third-party service providers under

the leadership of the Board. The Board’s culture provides a forum for

constructive and robust debate, which the Board believes has been

crucial to the success of the Company to date.

The Company’s purpose is to deliver sustainable logistics solutions

that create compelling opportunities for our stakeholders and

provide our customers with the space to succeed. In order to

achieve this, the Board has determined the Company’s Investment

Objectives and Investment Policy. It has overall responsibility for

the Company’s activities, including reviewing investment activity,

performance, business conduct and strategy, in compliance with the

principles of good corporate governance. The Board has delegated

the day-to-day operational aspects of running the Company to

the Manager and approved a schedule of matters reserved for

its consideration and approval, which are set out on this page.

Although the Board does not formally approve investment proposals

or decisions, as this is a matter delegated to the Manager, the Board

is kept fully informed and notified of investment and divestment

proposals and decisions to enable the Directors to undertake their

responsibilities and duties appropriately.

As well as regular Board meetings, the Board also meets for

dedicated strategy meetings, in which the Company’s immediate,

medium and long-term strategy is discussed, and holds ad hoc

meetings to consider specific issues, transactions, the market

generally and its stakeholders.

There is frequent engagement and interaction between the Manager

and Tritax Symmetry Management Ltd (“Tritax Symmetry”) regarding

the development pipeline and the status of current projects and the

Board is kept abreast of any notable updates to ensure appropriate

oversight and governance. During the year, Tritax Symmetry

was successfully integrated into the business, including brand

integration, thus futureproofing the succession of the business.

Regular meetings are being held to provide a forum for reporting on

detailed project matters by Tritax Symmetry to the Manager and for

discussion of the wider business strategy.

The Manager retains approval rights in relation to transactional

documentation proposed to be entered into by Tritax Symmetry

andsubsidiaries within the Group.

Board reserved matters

•

Reviewing and approving Board composition, including the

appointment of Directors.

•

Approving and implementing the Company’s strategy.

•

Approving the budget, financial plans and Annual and Interim

financial reports.

•

Approving the dividend policy.

•

Reviewing property valuations and valuations of its interest

rate derivatives.

•

Overseeing treasury policy and managing the Company’s

capital structure.

•

Reviewing and monitoring the Manager’s ongoing

compliance with the Company’s Investment Objectives

andInvestment Policy.

•

Overseeing the services provided by the Manager and, in

conjunction with the Manager, the Company’s principal

service providers.

•

Reviewing and approving all compliance and

governancematters.

•

Approving the issuance of new Ordinary Share capital.

A typical Board agenda includes:

•

a review of investment performance;

•

a review of investments, divestments and asset management

initiatives;

•

a report on the development activities of the Group;

•

an update on investment opportunities available in the market

andhow they fit within the Company’s strategy;

•

a report on the property market;

•

a review of the Company’s financial performance;

•

an update on ESG targets and KPIs;

•

a review of the Company’s financial forecast, cash flow and

ability to meet targets, including a review of the Company’s debt

covenants and debt maturity;

•

a review of the Company’s financial and regulatory compliance;

•

updates on Shareholder and stakeholder relations;

•

updates on the Company’s capital market activity and

sharepriceperformance;

•

specific regulatory, compliance or corporate governance updates;

•

a bi-annual risk management review;

•

investor relations update; and

•

marketing and communications update.

Tritax Big Box REIT plc Annual Report 2022 87Tritax Big Box REIT plc Annual Report 2023 87

Strategic report Governance Financial statements

Strategy

The 2023 strategy meeting took place off-site in May 2023

and focused on assessing whether the Company’s strategy

remained fit for purpose to ensure the Company’s long-term

success. The meeting involved the full Board, key members

of the Manager and some of the Company’s key advisers.

The meeting discussed the risks and opportunities faced

by the Company in the medium to long term whilst at the

same time developing a strategy to seek to ensure that the

Company remained relevant, resilient and competitive. The

Board agreed to continue to monitor the performance of the

investment portfolio and where appropriate, recycle capital

into opportunities that would aid in improving performance.

The Board also agreed to continue to fund the development

portfolio, based on the Company’s risk return analysis. In

addition, the Board agreed to review opportunities with a view

to diversifying its portfolio further with regards to asset size.

The Board requested that the Manager continue to explore

additional income streams for the Company through asset

management initiatives and further nurturing occupier relationships.

e Please see pages 8 and 9 for more details on strategy in the

Strategic Report

Given the current dynamics of the logistics market, with strong

demand but limited supply of suitable assets, the Board believes

that the Company is well positioned to capture further value

through the Group’s development pipeline.

As part of the strategy meeting the Board also visited

development sites inKettering and Rugby.

Our focus in 2024 and beyond

Our focus for the coming year will be on achieving planning

consents, securing pre-lettings for our development assets and

acquiring investment assets in order to grow the Group’s strong

asset base, deliver enhanced returns to Shareholders and

maintain the Company’s balance sheet strength. The Company

will also evaluate the balance between larger and smaller assets

with a view to selectively increasing its weighting in urban logistics.

e For further details of the Company’s strategy see pages 8 to 9 of

the Strategic Report

Culture

The culture and ethos of the Company are integral to its

success. The Board promotes open dialogue and frequent,

honest and open communication between the Manager and

other key providers and advisers to the Company. Whilst the

Company is externally managed, the Board is confident that

theculture within the Manager is aligned with that of the Board.

The Board believes that its positive engagement and working

relationship with the Manager helps the business achieve

its objectives by creating an open and collaborative culture,

whilst allowing for constructive challenge. The Independent

Non-Executive Directors meet regularly with members of the

Manager outside of Board meetings to discuss various key

issues relating to Company matters.

The Company’s success is based upon the effective

implementation of its strategy by the Manager and third-party

providers under the leadership of the Board. The Board’s

culture provides a forum for constructive and robust debate,

and the Board believes that this has been fundamental to the

success of the Company to date.

Tritax Big Box REIT plc Annual Report 202288 Tritax Big Box REIT plc Annual Report 202388

Strategic report Governance Financial statements

ESG

Delivering ESG performance is core to our business. TheESG

Committee of the Manager regularly reports to and engages with

the Board on its ESG activities. The ESG Committee has ultimate

responsibility for all ESG-related policies of the Manager and

recommends them to the Operations Committee, for final review. For

full details of all policies please refer to the Manager’s website. The

Board’s ESG Champion meets regularly with the Manager’s ESG

Director to discuss progress on the ESG Strategy and have deep

dives into key ESG issues relevant to the Board and the Company.

This year, key matters discussed included:

•

Impact on capital values from ESG performance

•

Impact on asset liquidity from ESG performance

•

Evolving customer requirements for sustainable buildings

e Please see page 62 to 72 for the TCFD disclosures, including further

information on the board’s oversight of climate change

During the year, the Board continued to embed ESG within the

Company’s strategy and enhance ESG focus at Board meetings.

The Company improved its performance against several key ESG

benchmarks and indices and maintained its performance against

others (see performance on pages 36 to 41). In addition, the

Company signed a new £500 million sustainability-linked unsecured

revolving credit facility. Further details on this key decision of the

Board can be found on page 90.

The Company has made a commitment to achieve net zero carbon

for its direct activities (Scope 1 and 2 emissions) by 2025, for

Scope 3 emissions related to construction by 2030, and for its total

Scope 3 emissions by 2040. This year, the Company announced an

embodied carbon target of 400 kgCO

/sqm for new developments

and updated its minimum green building certification levels for new

developments from BREEAM ‘Very Good’ to ‘Excellent’.

e For further information on our ESG strategy, targets and performance

please refer to pages 62 to 73

To demonstrate its own commitment to sustainability, the Manager

procures renewable energy and sends zero waste to landfill. It also

retained its achieved ISO 14001 accreditation in December 2023.

Relations with Shareholders and

otherstakeholders

Maintaining strong relationships with the Company’s Shareholders

and other stakeholders with an understanding of their priorities

and concerns is a key objective of the Board. The Chairman and

the Senior Independent Director (“SID”), alongside the CEO, CFO

for Tritax Big Box REIT plc and Head of Investor Relations of the

Manager are the Company’s principal spokespersons who regularly

communicate with the Company’s Shareholders, the press, analysts,

investors and other stakeholders. All Directors are available to speak

to Shareholders on any matters relating to the Company.

Throughout the year the Manager attended Shareholder conferences

and devoted time to meeting with existing Shareholders and

prospective new investors. Shortly after year end, the Board wrote

to the largest Shareholders to extend invitations to attend the

Company’s governance roadshows hosted by the Chairman and SID.

Seven governance meetings were held in January 2024 and c.20%

of Shareholders were formally consulted. Key areas of discussion

included the Company’s strategy, ESG and succession planning.

e Further details of the Company’s engagement with our other key

stakeholders can be found on pages 32 to 34 and 90 and 91

Board Leadership and Company Purpose continued

Tritax Big Box REIT plc Annual Report 2022 89Tritax Big Box REIT plc Annual Report 2023 89

Strategic report Governance Financial statements

Site visits

There is continued demand from Shareholders and prospective

investors to visit our assets and development sites. In April 2023,

theManager undertook a site visit with analysts to our asset

in Castle Donington occupied by Marks and Spencer and our

development site in Rugby.

The Board also visited the Company’s development sites in Kettering

and Rugby in May 2023 as part of the annual strategy day. The site

visit provided the opportunity for the Board to visit both sites and

meet some of the key members of the Tritax Symmetry team and

two of the Company’s occupiers. In September 2023, Shareholders

were invited to visit our asset in Littlebrook with our SID. We balance

the desire for Shareholders to visit sites with the need to avoid

disruption to our customers.

Annual General Meeting (“AGM”)

The Company’s general meetings provide the Board and the

Manager with a valuable opportunity to engage with its Shareholders

on governance and strategy. All the Directors usually attend the

AGM and make themselves available to answer Shareholder

questions. The Chairman also makes himself available outside of

these meetings to speak to Shareholders.

The SID is available for Shareholders to contact if other channels

of communication with the Company are not available or are

inappropriate. Independent Non-Executive Directors also regularly

attend Shareholder events.

We encourage Shareholders to attend and vote at the AGM and

take the opportunity to engage with the Board and the Manager.

The Board considers it important that Shareholders continue

to have opportunities to engage with them and Shareholders

are encouraged to ask questions or raise matters of concern

byemailingthe Company Secretary.

The Chairman and the SID as well as other Independent Non-

Executive Directors can be contacted by emailing the Company

Secretary on cosec@tritaxbigbox.co.uk, who will pass the

communication directly to the relevant person, or by post to

theCompany’s registered office.

Public communications

The Company ensures that any price sensitive information is

released to all Shareholders at the same time and in accordance

with regulatory requirements. All Company announcements which

are released through the London Stock Exchange’s Regulatory

News Service (“RNS”) are made available on the Company’s

website. The website holds share price and dividend information,

investor presentations, the Key Information Document required

by PRIIPS regulations and the Annual Report; all are available for

download. The Company’s Annual Report will be dispatched to

Shareholders upon request.

Tritax Big Box REIT plc Annual Report 202290 Tritax Big Box REIT plc Annual Report 202390

Strategic report Governance Financial statements

Stakeholder Engagement

Key decisions of the Board

How were stakeholders’ views taken

into account?

Several meetings were held

between the Board and

the Manager

Meetings were held between the

Manager and various lenders

Impact – what actions were taken as

a result of this engagement/taking

concerns into account?

Agreement was reached

with an array of lenders on

competitive terms

Following Board support the RCF

was approved

Long-term effects of the decision?

The terms of the new RCF

remain aligned to the Company’s

sustainability objectives

New Sustainability Linked Unsecured

Revolving Credit Facility (“RCF”)

In light of the Company’s current RCF expiring in December 2024,

the Board upon the recommendation from the Manager explored

the possibility of renewing the existing facility to support the long

term strategic objectives of the Company whilst taking advantage

ofstrong appetite from lenders.

Upon the Board’s agreement to renew the RCF, the Manager

produced a term-sheet and sought interest from a long list of

potential new lenders. In addition, the Company was keen to

addsome sustainability KPIs into the RCF.

Throughout the process the Board was kept fully informed of

negotiations with the potential lenders and once the terms of the

RCF had been finalised, the Manager was fully empowered to

approve and execute the RCF on behalf of the Company.

In October 2023, the Company announced its new sustainability-

linked revolving credit facility. This transaction represented a

significant milestone, following the Company’s inaugural Green

Bond issue in 2021, and reinforced the Company’s intent to continue

to align the Company’s financing with its sustainability objectives.

The new facility enhanced the Company’s balance sheet and

provided additional flexibility to finance the strategy, secured on

competitive terms.

Stakeholders considered

Tritax Big Box REIT plc Annual Report 2022 91Tritax Big Box REIT plc Annual Report 2023 91

Strategic report Governance Financial statements

Our stakeholders

The Manager and its employees Our customers Government, regulators andlocalcouncils

Our Shareholders Our lenders Our communities

Our suppliers

How were stakeholders’

views taken into account?

Ongoing engagement with

suppliers, the Manager and

its employees

Long-term effects of the decision?

An effective and sustainable

working relationship between the

Company and its legal advisers

Impact – what actions were taken

as a result of this engagement/taking

concerns into account?

The Manager was confident in its

selection process

The Manager was keen to avoid

conflicts whilst securing a value for

money service

Appointment of Company’s

legal advisors

In May 2023 the Manager recommended to the Management

Engagement Committee that it would be appropriate to place the

positions of corporate and property legal advisers for tender, which

was fully supported.

The Manager met with a number of firms and subsequently carried

out a formal tender in July and August 2023.

In terms of the approach to tendering a property legal adviser,

the Manager placed an emphasis on considering proposals from

regional firms. The rationale being that this would achieve a high

degree of service level at a competitive price whilst also seeking

to position the business as an important client relationship. The

Manager was keen to avoid potential conflicts in the market arising

from an adviser being the lead adviser for both seller and buyer.

This would result in the business having to retain a panel of property

advisers to deal with anticipated conflicts, affecting the speed of a

transaction whilst also increasing the complexity of centralising all

property information and the corresponding asset management of

the assets over their life-cycle.

For corporate advisers, the Manager considered that the retention

of a silver circle London-based law firm for corporate advisory

work would provide the expertise required by the Company whilst

ensuring that the Company remained a priority to the appointed firm

at an appropriate fee scale.

Following a competitive and transparent tender process, Ashurst

LLP were appointed as corporate legal advisors to the Company

and Burges Salmon LLP were appointed as property legal advisors

to the Company.

Stakeholders considered

e For further information on the Company’s stakeholders, please see pages 32 to 34

Tritax Big Box REIT plc Annual Report 202292 Tritax Big Box REIT plc Annual Report 202392

Strategic report Governance Financial statements

Division of Responsibilities

The Board

The Board is responsible for promoting the long-term sustainable success of

the Company, working towards strategic objectives and generating value for

Shareholders and other stakeholders.

e To read more see pages 78 and 89

Chairman

Key roles and responsibilities

• Responsible for the leadership and effectiveness of the Board and for

setting the Board agenda.

• Ensuring effective communication so that the Board is aware of the views

of Shareholders and other stakeholders, and demonstrates objective

judgement.

• Promoting a culture of openness and debate.

Senior Independent Director

Key roles and responsibilities

• Acting as a sounding board for the Chairman and a trusted intermediary for

other Directors.

• Available to discuss with Shareholders any concerns that cannot be

resolved through the normal channels of communication with the

Chairman.

• Leading the other Directors in evaluating the performance of the Chairman.

The Manager

Day-to-day running of the Company including: making the final decision,

in consultation with the Board, in respect of investments and divestments,

financial management, asset management and investor relations. Colin

Godfrey as CEO for Tritax Big Box REIT plc, James Dunlop as CEO of

Investments, Henry Franklin as COO of the Manager, and Frankie Whitehead

as CFO for Tritax Big Box REIT plc, oversee the Manager’s relationship with

the Company.

e To read more see pages 81 to 82

The Manager

Key roles and responsibilities

•

Making the final decisions in respect of investments and divestments.

•

Risk Management.

•

Financial management.

•

Asset management.

•

Investor relations.

•

ESG.

e To read more see pages 42 to 51, 81 and 82

Company Secretariat andCompliance

Key roles and responsibilities

•

Overseeing the Company’s governance structure and managing the

Company’s regulatory compliance.

•

Administering the Group’s subsidiaries.

Tritax Symmetry Holdings Board Meeting

•

Chaired by Frankie Whitehead, comprising other members of the

Manager and representatives of Tritax Symmetry.

•

Responsible for the wider business strategy of Tritax Symmetry Holdings

Limited including determining, implementing and reviewing the investment

and management strategy to deliver the Group’s objectives.

•

The Board is also responsible for corporate matters such as detailed

financial reviews, risk and ESG reviews, tracking and monitoring against

the investment mandate and DMA compliance.

Board Committees

The Board has delegated some of its responsibilities to its three formal

Committees: the Nomination, Audit and Risk, and Management

Engagement Committees. The Board has also established a Disclosure

Committee which meets as and when required. The Company ensures that

all of the Board Committees have sufficient resources and skills to carry out

their obligations.

These Committees are each chaired by a different Independent Non-

Executive Director and have their own Terms of Reference which can be

found on the Company’s website (or copies are available on request from

the Company Secretary).

The Terms of Reference are reviewed as necessary by the Board as a whole.

The Company Secretary acts as secretary to these Committees and each

Committee Chair reports the outcome of the meetings to the Board.

e To read more see pages 96 to 108

Audit and Risk Committee

•

Reviewing the integrity of the Group’s financial statements and any

significant financial reporting judgements.

•

Reviewing and monitoring the relationship with the Auditor.

•

Reviewing the internal controls of the Administrator.

•

Overseeing the Company’s risk management process.

•

Advising the Board on whether the Annual Report and Accounts provide

a fair, balanced and understandable view of the Company’s performance,

position and strategy.

•

Considering and reviewing the Company’s Viability and Going Concern

Statements.

•

Reviewing the annual and interim property valuations.

e To read more see pages 102 to 105

Nomination Committee

•

Reviewing the Board composition and assessing whether the balance of

skills, experience, knowledge, diversity and independence is appropriate to

enable the Board to operate effectively.

•

Managing succession planning and ensuring that the Directors receive

necessary training, including ESG topics.

•

Board and Committee evaluations.

e To read more see pages 96 to 99

Disclosure Committee

•

Identifying inside information and maintaining disclosure registers in the

form of insider lists.

•

Determining whether delayed disclosure is appropriate on a case-by-case

basis and liaising with the FCA as necessary.

•

Supervising and overseeing the preparation of disclosures to the market.

•

Chaired by Aubrey Adams and comprises various members of the Manager.

Management Engagement Committee

•

Reviewing the Company’s main suppliers including the Manager, the Joint

Financial Advisers and Brokers, the valuers and the Registrar to ensure

that the Company is receiving a high level of performance along with

value for money.

•

Overseeing re-tenders and new supplier appointments.

•

Reviewing the performance of the Manager.

•

Overseeing the Manager’s succession planning.

e To read more see pages 106 to 109

Manager Committees

The Company’s Investment Manager has delegated some of its

responsibility to five Committees: the Investment, Executive, Operations,

Risk and ESG Committees. The ESG Committee has also established a

Sub-Committee, the Green Finance Sub-Committee.

Investment Committee

•

Chaired by Bjorn Hobart and attended by various members of the Manager.

•

Reviewing and recommending investments and divestments.

•

Reviewing, approving and monitoring activities within the development portfolio.

Executive Committee

•

Chaired by Frankie Whitehead, comprising various members of the Manager.

•

Oversight of the Group as a whole and is responsible for reviewing the

corporate and capital strategy and activities of the Company and making

recommendations to the Board as necessary.

Operations Committee

•

Chaired by Henry Franklin and comprising various members of the Manager.

•

Oversight of the internal controls of Tritax Management LLP and the

statutory audit process.

•

Approval of all Tritax Management LLP policies and procedures.

•

Review of Tritax Management LLP’s staff related matters.

ESG Committee

•

Chaired by Petrina Austin, comprising various members of the Manager,

including the ESG Director.

•

Responsible for oversight of ESG and sustainability matters.

•

Reviewing and making recommendations to the Manager’s Executive

Committee and the Company’s Board, regarding progress on integrating

ESG factors into business strategy and decision making.

•

Providing oversight of the Manager’s policies in terms of performance,

communication and engagement on ESG and sustainability matters, to

ensure the Manager and the Company are effective in meeting their social

and regulatory requirements and achieving their objective of being socially

responsible corporate entities.

Risk Committee

•

Chaired by Alasdair Evans, the Chief Financial Officer of the Manager,

comprising various members of the Manager, and the Chief Operating Officer.

•

Responsible for identifying, recording and measuring risks to the

Manager’s Executive Committee and implementing controls to mitigate

such risks.

•

Oversight of the risk assessments made by the Company as well as other

real estate funds to amplify the focus on risk and to ensure the Company

is alerted to any new risks identified by the Manager.

Green Finance Sub-Committee (Sub-Committee

ofESGCommittee)

• Chaired by the Manager’s CFO and comprised of members of the

Manager’s asset management and finance teams.

• Review the Green Portfolio of the Company to confirm that the assets and

projects included in the Green Portfolio meet the criteria set out in the

Framework.

• Review the Framework to reflect any changes with regards to the

Company’s sustainability strategy and market standards.

• Approve the Green Finance Report ahead of circulation to investors.

• Monitor evolution of the capital markets in terms of disclosure and

reporting in order to be in line with market best practices.

Tritax Big Box REIT plc Annual Report 2022 93Tritax Big Box REIT plc Annual Report 2023 93

Strategic report Governance Financial statements

The Board

The Board is responsible for promoting the long-term sustainable success of

the Company, working towards strategic objectives and generating value for

Shareholders and other stakeholders.

e To read more see pages 78 and 89

Chairman

Key roles and responsibilities

• Responsible for the leadership and effectiveness of the Board and for

setting the Board agenda.

• Ensuring effective communication so that the Board is aware of the views

of Shareholders and other stakeholders, and demonstrates objective

judgement.

• Promoting a culture of openness and debate.

Senior Independent Director

Key roles and responsibilities

• Acting as a sounding board for the Chairman and a trusted intermediary for

other Directors.

• Available to discuss with Shareholders any concerns that cannot be

resolved through the normal channels of communication with the

Chairman.

• Leading the other Directors in evaluating the performance of the Chairman.

The Manager

Day-to-day running of the Company including: making the final decision,

in consultation with the Board, in respect of investments and divestments,

financial management, asset management and investor relations. Colin

Godfrey as CEO for Tritax Big Box REIT plc, James Dunlop as CEO of

Investments, Henry Franklin as COO of the Manager, and Frankie Whitehead

as CFO for Tritax Big Box REIT plc, oversee the Manager’s relationship with

the Company.

e To read more see pages 81 to 82

The Manager

Key roles and responsibilities

•

Making the final decisions in respect of investments and divestments.

•

Risk Management.

•

Financial management.

•

Asset management.

•

Investor relations.

•

ESG.

e To read more see pages 42 to 51, 81 and 82

Company Secretariat andCompliance

Key roles and responsibilities

•

Overseeing the Company’s governance structure and managing the

Company’s regulatory compliance.

•

Administering the Group’s subsidiaries.

Tritax Symmetry Holdings Board Meeting

•

Chaired by Frankie Whitehead, comprising other members of the

Manager and representatives of Tritax Symmetry.

•

Responsible for the wider business strategy of Tritax Symmetry Holdings

Limited including determining, implementing and reviewing the investment

and management strategy to deliver the Group’s objectives.

•

The Board is also responsible for corporate matters such as detailed

financial reviews, risk and ESG reviews, tracking and monitoring against

the investment mandate and DMA compliance.

Board Committees

The Board has delegated some of its responsibilities to its three formal

Committees: the Nomination, Audit and Risk, and Management

Engagement Committees. The Board has also established a Disclosure

Committee which meets as and when required. The Company ensures that

all of the Board Committees have sufficient resources and skills to carry out

their obligations.

These Committees are each chaired by a different Independent Non-

Executive Director and have their own Terms of Reference which can be

found on the Company’s website (or copies are available on request from

the Company Secretary).

The Terms of Reference are reviewed as necessary by the Board as a whole.

The Company Secretary acts as secretary to these Committees and each

Committee Chair reports the outcome of the meetings to the Board.

e To read more see pages 96 to 108

Audit and Risk Committee

•

Reviewing the integrity of the Group’s financial statements and any

significant financial reporting judgements.

•

Reviewing and monitoring the relationship with the Auditor.

•

Reviewing the internal controls of the Administrator.

•

Overseeing the Company’s risk management process.

•

Advising the Board on whether the Annual Report and Accounts provide

a fair, balanced and understandable view of the Company’s performance,

position and strategy.

•

Considering and reviewing the Company’s Viability and Going Concern

Statements.

•

Reviewing the annual and interim property valuations.

e To read more see pages 102 to 105

Nomination Committee

•

Reviewing the Board composition and assessing whether the balance of

skills, experience, knowledge, diversity and independence is appropriate to

enable the Board to operate effectively.

•

Managing succession planning and ensuring that the Directors receive

necessary training, including ESG topics.

•

Board and Committee evaluations.

e To read more see pages 96 to 99

Disclosure Committee

•

Identifying inside information and maintaining disclosure registers in the

form of insider lists.

•

Determining whether delayed disclosure is appropriate on a case-by-case

basis and liaising with the FCA as necessary.

•

Supervising and overseeing the preparation of disclosures to the market.

•

Chaired by Aubrey Adams and comprises various members of the Manager.

Management Engagement Committee

•

Reviewing the Company’s main suppliers including the Manager, the Joint

Financial Advisers and Brokers, the valuers and the Registrar to ensure

that the Company is receiving a high level of performance along with

value for money.

•

Overseeing re-tenders and new supplier appointments.

•

Reviewing the performance of the Manager.

•

Overseeing the Manager’s succession planning.

e To read more see pages 106 to 109

Manager Committees

The Company’s Investment Manager has delegated some of its

responsibility to five Committees: the Investment, Executive, Operations,

Risk and ESG Committees. The ESG Committee has also established a

Sub-Committee, the Green Finance Sub-Committee.

Investment Committee

•

Chaired by Bjorn Hobart and attended by various members of the Manager.

•

Reviewing and recommending investments and divestments.

•

Reviewing, approving and monitoring activities within the development portfolio.

Executive Committee

•

Chaired by Frankie Whitehead, comprising various members of the Manager.

•

Oversight of the Group as a whole and is responsible for reviewing the

corporate and capital strategy and activities of the Company and making

recommendations to the Board as necessary.

Operations Committee

•

Chaired by Henry Franklin and comprising various members of the Manager.

•

Oversight of the internal controls of Tritax Management LLP and the

statutory audit process.

•

Approval of all Tritax Management LLP policies and procedures.

•

Review of Tritax Management LLP’s staff related matters.

ESG Committee

•

Chaired by Petrina Austin, comprising various members of the Manager,

including the ESG Director.

•

Responsible for oversight of ESG and sustainability matters.

•

Reviewing and making recommendations to the Manager’s Executive

Committee and the Company’s Board, regarding progress on integrating

ESG factors into business strategy and decision making.

•

Providing oversight of the Manager’s policies in terms of performance,

communication and engagement on ESG and sustainability matters, to

ensure the Manager and the Company are effective in meeting their social

and regulatory requirements and achieving their objective of being socially

responsible corporate entities.

Risk Committee

•

Chaired by Alasdair Evans, the Chief Financial Officer of the Manager,

comprising various members of the Manager, and the Chief Operating Officer.

•

Responsible for identifying, recording and measuring risks to the

Manager’s Executive Committee and implementing controls to mitigate

such risks.

•

Oversight of the risk assessments made by the Company as well as other

real estate funds to amplify the focus on risk and to ensure the Company

is alerted to any new risks identified by the Manager.

Green Finance Sub-Committee (Sub-Committee

ofESGCommittee)

• Chaired by the Manager’s CFO and comprised of members of the

Manager’s asset management and finance teams.

• Review the Green Portfolio of the Company to confirm that the assets and

projects included in the Green Portfolio meet the criteria set out in the

Framework.

• Review the Framework to reflect any changes with regards to the

Company’s sustainability strategy and market standards.

• Approve the Green Finance Report ahead of circulation to investors.

• Monitor evolution of the capital markets in terms of disclosure and

reporting in order to be in line with market best practices.

Tritax Big Box REIT plc Annual Report 202294 Tritax Big Box REIT plc Annual Report 202394

Strategic report Governance Financial statements

Division of Responsibilities continued

The Board and its Committees

The Board currently consists of six Independent Non-Executive

Directors, all independent of the Manager. All Directors are also

considered to be independent by the Board when considering the

matters set out in Provision 13 of the AIC Code. We believe that

the Board is well balanced and possesses a sufficient breadth of

skills, variety of backgrounds, relevant experience and knowledge

to ensure it functions effectively and promotes the long-term

sustainable success of the Company, whilst generating Shareholder

value and keeping in mind wider stakeholder interests.

e Further details can be found on page 80

Directors’ biographies are set out on pages 78 and 79. In

accordance with the requirements of the AIC Code, all of the

Directors will stand for re-election at the Company’s AGM on

1 May 2024.

We have not established a Remuneration Committee as the

Board has no Executive Directors and the Company has no other

employees. The Board as a whole is responsible for reviewing the

scale and structure of the Directors’ remuneration. Details of the

Directors’ remuneration for the year ended 31 December 2023 are

included in the Directors’ Remuneration Report on pages 109 to 111.

Conflicts of interest

Each Director has a duty to avoid a situation in which he or she

has a direct or indirect interest that may conflict with the interests

of the Company. The Board may authorise any potential conflicts,

where appropriate, in accordance with the Articles of Association.

Where a potential conflict of interest arises, a Director will declare

their interest at the relevant Board meeting and not participate in

thedecision making in respect of the relevant business.

Board meetings

During 2023, seven scheduled Board meetings were held, plus two

further ad hoc meetings which dealt with transactional and other

specific events such as the share premium cancellation and dividend

declaration.

The Board meetings follow a formal agenda, which is approved by

the Chairman and circulated by the Company Secretary in advance

of the meeting to all Independent Non-Executive Directors and other

attendees. At each Board meeting, every agenda item is considered

against the Company’s strategy, its Investment Objectives, its

Investment Policy, S172 and the Directors’ duties.

The Board is kept fully informed of potential investment or

divestment opportunities, along with wider property market

intelligence, through a comprehensive set of Board papers prepared

by the Manager prior to each meeting. Included within this pack

are the investment reports prepared by the Manager’s Investment

Committee for each acquisition, disposal, asset management and

development opportunity. Representatives of the Manager are

invited to attend the Board meetings as are representatives of the

Company’s other advisers as required.

Outside the Board meetings, the Manager shares recommendations

around investment opportunities and keeps the Directors fully

informed on the progress of transactions. The Board also has full

access to the Management team and the Company Secretarial

team at all times to discuss any specific matters outside of formal

meetings. The Company Secretarial team continue to build on the

recommendations made by Board Intelligence on improving Board

papers. The Company Secretary sought feedback from the Board

on the impact of changes made to Board papers and on meeting

effectiveness and whilst an improvement in paper quality was noted,

the Board requested that the Manager focused on creating more

succinct summaries and papers overall.

The Chairman and the Senior Independent Director

Our Independent Chairman, Aubrey Adams, has no relationships

that could create a conflict of interest between his interest and those

of Shareholders or the Manager.

As we are subject to the AIC Code, there is no requirement for a

limitation on the length of tenure of the Chairman. However, we

recognise that there is a significant body of opinion that tenure

should be limited to nine years and take this into account in our

succession planning.

The Chairman’s other significant commitments include chairmanship

of L&Q Housing Trust and board of Trustees of Wigmore Hall.

For the Chairman’s full biography please refer to page 78 and the

Company website. The Board believes he dedicates sufficient time

to his Chairmanship of the Company. The Board has adopted a

Policy on Tenure and Re-election; for more information please refer

to page 96.

As Chairman, Aubrey sets the agenda for Board meetings

with assistance from the Company Secretary, managing the

meeting timetable and facilitates open and constructive dialogue

during meetings.

Karen Whitworth is fully embedded into her role as SID and further

information on her transition into this essential role on the Board can

be found in the Q&A with Karen on page 95. Karen continues to act

as the ESG Champion of the Board.

The SID and the other Directors met during the year, without the

Chairman, to appraise his performance. The outcome of this

meeting is detailed on page 98.

Tritax Big Box REIT plc Annual Report 2022 95Tritax Big Box REIT plc Annual Report 2023 95

Strategic report Governance Financial statements

Q&A with Karen Whitworth

Senior Independent Director

Q: What has been a key aspect of your role as

SID that has been different to your role as an

Independent Non-Executive Director?

I am now taking on a more active role with shareholder engagement

and work more closely with the investor relations team. As

a Company we are keen to maintain a good level of investor

engagement throughout the year and it has been a privilege to meet

many Shareholders and listen to their views on our performance

and governance. 2023 was a very active year for shareholder

engagement as in addition to the normal meeting timetable we

celebrated 10 years of listing on the London Stock Exchange.

As SID, I support Aubrey, our Independent Chairman with regularly

reviewing the composition of the Board. Our reviews include

consideration of the current skills and experience on the Board to

ensure our collective demographic remains relevant and fit to meet

the needs of the business and strategy. In addition we consider

succession planning and one of the top priorities for 2023 has

been planning the recruitment of an additional Independent Non-

Executive Director with the aim of enhancing our diversity.

Post year end we commenced the recruitment process and I will be

working closely with the Nomination Committee to identify and on

board a suitable candidate. We are mindful of the Listing Rules as

they pertain to female representation on the Board and will consider

this, amongst other factors, as part of the recruitment process. I am

looking forward to welcoming a new Independent Non-Executive

Director to our Board in due course.

Q: What has been a key requirement in being an

effective SID?

The role and importance of the Senior Independent Director has

grown significantly. My duties are not restricted to supporting the

Board in a period of crisis, but in being a sounding board to Aubrey.

I also lead on the effective appraisal of the Chairman to support the

annual evaluation of the Board. I believe that promoting and creating

an environment for effective relationships and open communication

between my fellow Board members and the Manager in and outside

of the boardroom is a key requirement to being an effective SID. I am

keen to work with Aubrey to leverage our collective skills to continue

to enhance the effectiveness of the Board, whilst ensuring that all

decisions create long term value for our shareholders.

To build strong relationships the Board meets informally in addition

to the formal meetings and strategy days. Effective relationships

are essential not just in normal times but vital in a period of stress.

As a group we are keen to understand each other as individuals to

enable us to leverage the diversity on our Board. I make it my priority

to support and maintain strong relationships with existing and newly

appointed Independent Non-Executive Directors, particularly in

their initial years on the Board, to ensure we maintain our desired

Board dynamic.

I also have additional duties to our Shareholders, who I am readily

available to, if they have comments or concerns that they are unable

to raise through the normal channels. It is imperative that I maintain

a strong relationship with our Shareholders and continue our

Company’s approach of proactive engagement, particularly during

corporate events.

Q: What are some of your priorities for 2024?

A key priority for me in 2024 will be to continue to support the Board

and the Manager to drive the Company’s ESG initiatives and the

associated offering thus meeting the Company’s ESG objectives.

The Company’s ESG strategy and its importance in how we create

long term value has been a prominent topic of discussion during my

meetings with Shareholders. In 2024 I will seek to ensure that, as a

Board, we continue to work with the Manager to enhance our ESG

performance and leverage our ESG position in order to continue

creating long term value for our Shareholders and stakeholders and

to create a competitive advantage.

I will also prioritise supporting the Nomination Committee with the

recruitment of an additional Independent Non-Executive Director in

order to enhance diversity on the Board.

Attendance at Board and Committee meetings during the year ended 31 December 2023

All Independent Non-Executive Directors are expected to devote sufficient time to the Company’s affairs to fulfil their duties as Directors and to

attend all scheduled meetings of the Board and of the Committees on which they serve. Where Independent Non-Executive Directors are unable

to attend a meeting, they will provide their comments on the Board papers received in advance of the meeting to the Chairman, who will share

such input with the rest of the Board and the Manager. The Nomination Committee is satisfied that all the Independent Non-Executive

Directors, including the Chairman, have sufficient time to meet their commitments.

The table below sets out the Board and Committee attendance at scheduled meetings during the year.

Aubrey

Adams

Alastair

Hughes

Karen

Whitworth

Richard

Laing

Wu Gang

Elizabeth

Brown

Board 7/7 7/7 7/7 7/7 7/7 7/7

Audit and Risk Committee N/A N/A 7/7 7/7 7/7 7/7

Management Engagement Committee 2/2 2/2 2/2 2/2 2/2 2/2

Nomination Committee 2/2 2/2 2/2 N/A N/A N/A

Strategy meeting 1/1 1/1 1/1 1/1 1/1 1/1

Tritax Big Box REIT plc Annual Report 202296 Tritax Big Box REIT plc Annual Report 202396

Strategic report Governance Financial statements

Dear Shareholders,

I am pleased to present the Nomination Committee Report

fortheyear ended 31 December 2023.

The Committee’s role is to review the size, structure and

composition of the Board, including succession planning, and to

ensure that it has the right mix of skills, experience, knowledge and

diversity to enable the Company to fulfil its strategic objectives. The

Committee is also responsible for making recommendations for

new appointments to the Board and for reviewing the performance

and terms of engagement for the existing Directors. The Nomination

Committee operates within defined Terms of Reference which are

available on the Company’s website or from the Company Secretary.

We met for two scheduled and two ad hoc meetings during 2023.

Policy on tenure and succession planning

The Board has implemented a Policy on Tenure and Re-election,

and in accordance with the Provisions of the AIC Code, all the

Directors will offer themselves for re-election at each AGM. We

considered the ongoing independence of each of the Directors, their

respective skills, experience and time commitment, as well as any

other external appointments held by the Directors. We believe that

each Director has contributed a significant amount during the year.

Following the advice of the Committee and in line with the AIC Code,

the Board will recommend the re-election of each Director at the

forthcoming AGM.

Directors are appointed for an initial period of three years and

their performance is evaluated at least annually during the Board

and Committee performance evaluation. In accordance with the

Principles of the AIC Code, we do not consider it necessary to

mandatorily replace a Director after a predetermined period of

tenure. We are, however, mindful of the circumstances of each

Director and implement succession planning accordingly.

“ Enhancing the skills and

diversity on the Board will

remain the key focus in 2024.”

Membership

Aubrey Adams, Chair

Alastair Hughes

Karen Whitworth

e For full details on Committee attendance please refer topage95

Key areas of focus in 2023:

•

reviewed composition of the Board, with decision taken to

recruit an additional Director with real estate expertise;

•

commenced work to address the recommendations and

actions following the Board and Committee performance

evaluation;

•

worked towards meeting the Listing Rule requirement relating

to female representation on the Board; and

•

proposed the re-election of the Directors at the AGM which

we plan to hold on 1 May 2024.

Aubrey Adams OBE, FCA, FRICS

Chair of the Nomination Committee

Nomination Committee Report

Tritax Big Box REIT plc Annual Report 2022 97Tritax Big Box REIT plc Annual Report 2023 97

Strategic report Governance Financial statements

As indicated in the 2022 Annual Report and Accounts, the

Nomination Committee dedicated time during the year to consider

succession planning. Following a review of the composition, skills,

and experience of the Board, together with the wider succession

plan of the Board, the Committee recommended the recruitment of

an additional Independent Non-Executive Director. During 2024 the

Committee will lead on the recruitment process and will work with an

executive recruitment agency to support the search. The Committee

is mindful of the Listing Rule obligations as they pertain to female

representation on the Board and will take these into account, in

addition to diversity as a whole and ensuring appointments are

made on merit, against objective selection criteria during the

recruitment process.

Board diversity and inclusion

The Company reports against the Listing Rule targets and has

included a statement of compliance on page 99. As at the date

of this report, the Board consisted of two female and four male

Directors meaning we have 33% female Board representation and

we intend to use all reasonable endeavours to comply with the

Listing Rule diversity targets.

The Company does not have any employees. In respect of

appointments to the Board, we consider that each candidate

should be appointed on merit to make sure that the best candidate

for the role is appointed every time. We commit to diversity and

inclusion with respect to all protected characteristics, including

gender, at Board level and encourage candidates from all

education backgrounds and all walks of life. No candidate will

face discrimination due to their race, ethnicity, country of origin,

nationality, cultural background, gender or any other protected

characteristic in the Board nomination process. What is important

to us is professional achievement and the ability to be a successful

Independent Non-Executive Director based on the individual’s skill

set and experience.

Qualifications are considered when necessary to ensure compliance

with regulation such as in relation to appointments to the Audit

and Risk Committee, where we consider Richard Laing, Karen

Whitworth and Wu Gang to have significant financial experience.

Weregularly review the Company’s Diversity and Inclusion Policy.

Director training programme

We recognise that it is essential to keep abreast of regulatory and

compliance changes, including ESG-related issues. Accordingly,

a bespoke training programme is agreed and arranged for

Independent Non-Executive Directors. Annually, the Board receives

regular training and updates from the Company’s external service

providers as well as the Manager’s Head of Research, the ESG

Director, the Head of Risk and Compliance and many others, on

corporate governance developments, financial regulatory changes,

and on relevant issues including ESG topics, industrial logistics

market updates and so on.

During the year the Board received formal training sessions and

updates, including a training session on ESG performance from a

liquidity impact perspective, Cyber security awareness training and

a Valuation teach in session from CBRE. In all cases, training was

delivered by external advisers and was well received by the Board.

The 2023 Board evaluation confirmed that the training programme

is well structured and the Company Secretary would work on

preparing the formal training plan for 2024.

In addition to the bespoke training programme, each Director

is expected to maintain their individual professional skills and is

responsible for identifying any training needs to help them ensure

that they maintain the requisite knowledge to be able to consider

and understand the Company’s responsibilities, business and

strategy. The Independent Non-Executive Directors have access

tothe advice and services of the Company Secretary.

The Independent Non-Executive Directors are also entitled to

take independent advice at the Company’s reasonable expense

at any time.

Director induction

The Company Secretary conducts a comprehensive induction

process for all new Board members which aims to provide a broad

introduction to the Group. Each new appointment receives a tailored

programme comprising one-to-one meetings with current Board

Directors, representatives of the Manager, the Company’s key

advisers and BDO LLP, the Company’s Auditor. This is supported by

a comprehensive library of corporate documentation, Board packs

and key financial and operational information. All new Independent

Non-Executive Directors are also invited on a site visit of the

Company’s assets.

Committee evaluation

The overall performance of the Nomination Committee was rated

highly, particularly its review of Board composition and its handling

of succession and appointment decisions.

Priorities for 2024

2024 will see the Nomination Committee focus on the recruitment

of an Independent Non Executive Director and on making progress

towards satisfying the Listing Rule diversity targets.

Aubrey Adams OBE, FCA, FRICS

Chair of the Nomination Committee

29 February 2024

Tritax Big Box REIT plc Annual Report 202298 Tritax Big Box REIT plc Annual Report 202398

Strategic report Governance Financial statements

Nomination Committee Report continued

Roadmap to diversity

Identifying what we need

The Board places great emphasis on ensuring that its own

membership reflects diversity in its broadest sense. The

Board intends to use all reasonable endeavours to comply

with the Listing Rule diversity targets. The Company

has included a statement in its Annual Report (below),

confirming whether such diversity targets are achieved,

and provided an explanation as to why one of the diversity

targets has not been achieved.

Recognising what we have

The Nomination Committee continually reviews the

Directors’ skills matrix ensuring that the Board and its

Committees maintain the necessary skills to deliver the

Company’s strategic priorities.

The Board recognises the need to increase female

representation on the Board and will take steps towards

achieving further female diversity in future appointments.

As at the date of this report, 33% of the Board is female.

The Board has met the recommendations of the Parker

Review. The Company continues to review its Diversity and

Inclusion Policy, as well as its training and development

programme to ensure an inclusive and well-balanced Board.

Board performance and evaluation

The Board’s policy is to carry out a performance evaluation of

the Board, its Committees and individual Directors every year.

For the period to 2021 an external evaluator was engaged by the

Board toundertake an external review. This year, we undertook

aninternal evaluation.

The main areas considered during the evaluation remained the

same as in the prior period: individual skill sets and performance;

Board structure and membership; strategy; operations; and Board

and Committee meetings and questions around the specific

strategic priorities of the Board and Company. Please see below

for the Board and Committee performance evaluation process.

Outcome of the evaluation

The outcome of the 2023 Board evaluation was very positive,

displaying a strong working relationship between the Board

members and the Manager, which is reflected in the effective

challenge by the Board and a constructive atmosphere in

Boardmeetings. The size and composition of the Board was

deemed effective.

Actions from the evaluation

The Board met in February 2024 to discuss the Board and

Committee performance evaluation report and the following

priorities were identified:

•

To increase diversity on the Board

•

More succinct meeting papers to enhance the effectiveness

and the flow of information to the Board

•

To develop an enhanced knowledge of the Company’s

customers

Led by Karen Whitworth, the SID, and the Directors met without

me present to appraise my performance as Chairman. The review

was very positive. The Directors are of the opinion that the Board

benefits from my effective stewardship of the Board, in particular,

my communication skills, which seek to involve all Independent

Non-Executive Directors in discussions and to ensure that the

Board and the Manager work collaboratively.

Secretariat and Chairman discussed

the key focus and purpose of

theevaluation

Submissions were coordinated by

the Secretariat into a draft report

Secretariat and Chairman agreed

the questions

Questions were uploaded into an

online platform by the Secretariat

Secretariat finalised report which

was presented at a Board meeting

Secretariat formulated some key

actions for the Board to monitor

Tritax Big Box REIT plc Annual Report 2022 99Tritax Big Box REIT plc Annual Report 2023 99

Strategic report Governance Financial statements

Actions to help us get there

The Committee will continue to monitor the skills and diversity of the Board and endeavour to meet the Listing Rule 9.8.6R(9) diversity

targets and in its wider Board succession planning. The Committee will lead on the recruitment process for an Independent Non-

Executive Director with the requisite real estate experience. The Committee is mindful of the Listing Rule obligations as they pertain

to female representation on the Board and will take these into account, whilst ensuring appointments are made on merit, and against

objective selection criteria during the recruitment process. Post year end, after a robust selection process, the Committee engaged

executive recruitment firm, Russell Reynolds Associates Limited, to support the NED recruitment search.

Statement of compliance

The Company complied with two of three Listing Rule diversity targets, namely one female in a senior Board role and one Director

ofanethnic minority background. The Board will take steps towards achieving the 40% female diversity target in future appointments.

Table for reporting on gender identity or sex

Number of Board

members

Percentage

of Board

Number of senior

positions

Men 4 67% 1

Women 2 33% 1

Other categories — 0% —

Not specified/prefer not to say — 0% —

Table for reporting on ethnic background

Number of Board

members

Percentage

of Board

Number of senior

positions

White British or other white (including minority white groups) 5 83% 2

Mixed/multiple ethnic groups — 0% —

Asian/Asian British 1 17% —

Black/African/Caribbean/Black British — 0% —

Other ethnic group, including Arab — 0% —

Not specified/prefer not to say — 0% —

* In accordance with the Listing Rules, as an externally managed investment Company we consider these rules inapplicable as we do not have any executive

management, including the roles of CEO or CFO, who are Directors of the Company. The Company considers the SID and Chairman to be the applicable

senior roles within the business and have reported against these in the table above.

How we collected data

On appointment to the Board, the Directors are asked to complete a New Directors’ Questionnaire.

Board Diversity Targets

Objective Progress as at 31 December 2023

At least 40% of individuals on the Board to be female Objective not met: The Board will seek to address this in 2024

At least one of the Senior Positions on the Board to be

held by a female

Objective met: The Company considers the SID and the Chairman to be the applicable

senior roles. The SID is a female.

At least one individual on the Board to be from a

minority ethnic background (as defined by the Office for

National Statistics (“ONS”) excluding those listed by the

ONS as coming from a white ethnic background)

Objective met: One Independent Non Executive Director meets this requirement.

Tritax Big Box REIT plc Annual Report 2022100 Tritax Big Box REIT plc Annual Report 2023100

Strategic report Governance Financial statements

Audit, Risk and Internal Control

The Board is responsible for delivering robust and sustainable value

to its Shareholders and wider stakeholders by setting and working

towards strategic objectives. In order to do so we undertake robust

assessments of the risks which the Group faces and ensure controls

and mitigations are in place to manage those risks. The Company’s

key risks are set out on pages 56 to 61 of the Strategic Report.

The Audit and Risk Committee reviewed the principal and emerging

business risks of the Company on behalf of the Board, with a

specific focus on the performance of the UK economy and its

impact on the potential of tenant default, the cost of refinancing and

the execution of the Development business plan, as described on

pages 102 to 105.

The Board and Audit and Risk Committee regularly review the

financial position of the Company and perform an assessment of

any risks in relation to the Company’s business model, the Group’s

future performance, liquidity and solvency as well as any risks

relating to specific or proposed investments and customers or

initiatives relating to assets. To facilitate this process, the Manager

produces financial reports, which include the latest management

accounts, a review and report on the Company’s financial forecast, a

report on proposed and existing investment, asset management and

development initiatives, substantiation of any dividend payments and

a general update on the financial health of the Company.

As the Company’s AIFM, the Manager is subject to reporting and

ongoing compliance under the AIFMD. As part of this regulatory

process, Langham Hall UK Depositary LLP has been retained by the

Company and is responsible for cash monitoring, asset verification

and oversight of the Company and the Manager, including Tritax

Symmetry. Langham Hall UK Depositary LLP reports quarterly to the

Board and the Manager.

The Manager also employs a Head of Risk and Compliance to

discharge the Manager’s obligations in accordance with the AIFMD.

Risk management and internal controls review

The Company’s internal control and risk management systems

and processes are designed to identify, manage and mitigate the

financial, operational and regulatory risks that are inherent to the

Group and safeguard the Group’s assets. These safeguards and

systems in place are designed to manage (rather than eliminate)

the risk of failure to achieve business objectives and can only

provide reasonable, but not absolute, assurance against material

misstatement or loss.

The Board and the Manager have, together, reviewed all financial

performance and results notifications. Non-financial internal

controls include the systems of operational and compliance controls

maintained by the Company’s administrator, Link Alternative Fund

Administrators Limited (the “Administrator”), and by the Manager in

relation to the Company’s business, as well as the management of

key risks referred to in the Strategic Report on pages 56 to 61.

The Board has contractually delegated responsibility for

administrative and accounting services to the Administrator and for

Company secretarial services to the Manager. These suppliers have

their own internal control systems relating to these matters, which

we have reviewed as part of the Company’s Financial Position and

Prospects Procedures document, which was reviewed, updated and

approved in December 2023.

The Company is managed externally by the Manager. All payments

of Company funds are authorised by the Manager in accordance

with the duties delegated to it pursuant to the terms of the

Investment Management Agreement (“IMA”) and in accordance

with the provisions of the AIFMD. The Manager instructs the

Administrator to make the duly authorised payment and Langham

Hall UK Depositary LLP, as part of its role as Depositary, reviews

each material payment in relation to the specific test areas as

mentioned in the report overleaf. The Audit and Risk Committee

considers that the internal controls in place and the function

undertaken by Langham Hall UK Depositary LLP, alongside the

external audit, provides the appropriate rigour and assurance

over the managing of Company funds. In addition to this, the

Administrator has its own internal audit performed on an annual

basis by BDO LLP, from which the Company reviews any findings.

The 2022 audit did not raise any significant findings and whilst the

2023 audit is in the process of being finalised, no significant findings

have been raised to date.

Internal control and risk assessment process

In accordance with the AIC Code, the Board has established a

continuing process for identifying, evaluating and managing the

risks the Company faces and has reviewed the effectiveness of the

internal control systems.

This includes reviewing reports from the Auditor (details of which are

included in the Audit and Risk Committee Report), regular reports

from the Company Secretary (outlining corporate activity within the

Group and outlining the Company’s compliance with the AIC Code)

and proposed future initiatives relating to the Company’s governance

and compliance framework. The Audit and Risk Committee also

receives quarterly compliance reports prepared by Langham Hall UK

Depositary LLP and reviews the formal risk assessment conducted

by the Audit and Risk Committee and the Manager twice a year.

Furthermore, we actively consider investment opportunities, asset

management initiatives, debt and equity fundraisings and other

financial matters against the requirements of the Company’s

Investment Objectives and Investment Policy.

The Audit and Risk Committee also conducts a robust assessment

of the emerging and principal risks to the business model, future

performance, solvency and liquidity of the Company at least twice a

year and reports its findings to the Board. The Manager is asked to

analyse and report on the risks which the Company may encounter

on specific transactions including, for example, an adverse decision

regarding the development of an asset at the planning stages or a

sudden change in market conditions before the launch of an equity

raise or debt issue. We then consider each risk in turn, probing

the Manager’s assumptions and analysing whether the risk factors

attributed to each individual risk are fair and accurate, and the effect

of any mitigating factors.

We also consider this as part of our biannual risk review and at each

strategy meeting, and challenge the Manager to actively review

the risks it includes. Please see pages 56 to 61 for more details on

emerging and principal risks.

The Manager maintains a risk register, where perceived risks and

associated mitigations are recorded, and this is shared with the

Board for approval.

The Manager also reports to the Board twice a year on the

Company’s longer-term viability which includes financial sensitivities

and stress testing of the business to ensure that the adoption of the

going concern basis and longer-term viability are appropriate.

Tritax Big Box REIT plc Annual Report 2022 101Tritax Big Box REIT plc Annual Report 2023 101

Strategic report Governance Financial statements

Anti-bribery and corruption

The Board has a zero tolerance policy towards bribery and

corruption and is committed to carrying out business fairly, honestly

and openly.

In considering the Bribery Act 2010, at the date of this report, the

Board had assessed the perceived risks to the Company arising

from bribery and corruption and identified aspects of the business,

which may be improved to mitigate such risks. The Manager

actively reviews and monitors perceived risks. Responsibility for

anti-bribery and corruption has been assigned to the Head of Risk

and Compliance within the Manager who reports to the Committee

biannually on any compliance matters.

All employees of the Manager are required to undertake training to

prevent all types of financial crime, including bribery and corruption.

Modern slavery and human trafficking policy

The Group is committed to maintaining the highest standards of

ethical behaviour and expects the same of its business partners.

Slavery and human trafficking are entirely incompatible with the

Group’s business ethics.

We recognise that the real estate and construction sectors rank

highly for modern slavery risks. We believe that every effort should

be made to eliminate slavery and human trafficking from the Group’s

supply chain. We seek to mitigate the Group’s exposure by engaging

with reputable professional service firms, which adhere to the

Modern Slavery Act 2015.

We also regularly request formal governance information from the

Group’s suppliers, to enable ongoing monitoring of business and

supply chain risk and conduct due diligence and risk assessment on

potential new suppliers.

We continue to request details of suppliers’ modern slavery

policies in our contract procurement process. Our property and

asset managers undertake on-site inspections, which enable us

to check supplier practices, which are recorded in the inspection

proforma. We will continue to monitor and collaborate with the

Group’s suppliers, customers and developers, to ensure that they

have systems and controls that reduce the risk of facilitating modern

slavery and human trafficking.

Depositary statement

Established in 2013, Langham Hall UK Depositary LLP is an

FCA regulated firm that works in conjunction with the Manager

and the Company to act as depositary. Consisting exclusively of

qualified and trainee accountants and alternative specialists, the

entity represents net assets of US$130 billion and we deploy

our services to over 275 alternative investment funds across

various jurisdictions worldwide. Our role as depositary primarily

involves oversight of the control environment of the Company,

in line with the requirements of the Alternative Investment Fund

Managers Directive (the “AIFMD”).

Our cash monitoring activity provides oversight of all the

Company held bank accounts with specific testing of bank

transactions triggered by share issues, property income

distributions via dividend payments, acquisitions and third-

party financing. We review whether cash transactions are

appropriately authorised and timely. The objective of our asset

verification process is to perform a review of the legal title of all

properties held by the Company, and shareholding of special

purpose vehicles beneath the Company.

We test whether on an ongoing basis the Company is

being operated by the Manager in line with the Company’s

prospectus, and the internal control environment of the

Manager. This includes a review of the Company’s and its

subsidiaries’ decision papers and minutes.

We work with the Manager in discharging our duties, holding

formal meetings with senior staff on a quarterly basis, and

submit quarterly reports to the Manager and the Company,

which are then presented to the Board of Directors, setting

out our work performed and the corresponding findings for

the period.

In the year ended 31 December 2023, our work included the

review of two management share issues, four property income

distributions, six investment property disposals, two investment

property acquisitions and one new RCF facility. Based on

the work performed during this period, we confirm that no

issues came to our attention to indicate that controls are not

operatingappropriately.

Joe Hime

Head of UK

For and on behalf of Langham Hall UK Depositary LLP,

London,UK

29 February 2024

Langham Hall UK Depositary LLP is a limited liability

partnership registered in England and Wales

(with registered number OC388007).

Tritax Big Box REIT plc Annual Report 2022

115Tritax Big Box REIT plc

Annual Report 2023

115

Strategic report Governance Financial statements

Independent Auditor’s Report

To the members of Tritax Big Box REIT plc

Opinion on the financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2023

and of the Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;

• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Tritax Big Box REIT plc (the “Parent Company”) and its subsidiaries (the “Group”) for the year

ended 31 December 2023, which comprise the Group Statement of Comprehensive income, the Group Statement of Financial Position,

the Group Statement of Changes in Equity, the Group Cash Flow Statement, the Company Statement of Financial Position, the Company

Statement of Changes in Equity and notes to the financial statements, including material accounting policy information. The financial reporting

framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted International

Accounting Standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements

is applicable law and United Kingdom Accounting standards, including Financial Reporting Standard 101 Reduced Disclosure Framework

(United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent

with the additional report to the Audit Committee.

Independence

Following the recommendation of the Audit Committee, we were appointed by the Directors in November 2013 to audit the financial

statements for the year ended 31 December 2014 and subsequent financial periods. The period of total uninterrupted engagement including

retenders and reappointments is 10 years, covering the years ended 31 December 2014 to 31 December 2023. We remain independent of

the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in

the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group or the

Parent Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of

the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue

to adopt the going concern basis of accounting included:

• using our knowledge of the Group and its market sector together with the current general economic environment to assess the Directors’ identification

of the inherent risks to the Group’s business and how these might impact the Group and the Parent Company’s ability to remain a going concern for

the going concern period, being the period to 31 March 2025, which is at least 12 months from when the financial statements are authorised for issue;

• obtaining an understanding of the Directors’ process for assessing going concern including an understanding of the key assumptions used;

• obtaining the Directors’ going concern assessment and:

• assessing the Group’s forecasts cash flows with reference to historical performance and challenging the Directors’ forecast assumptions

in comparison to the current performance of the Group;

• testing the inputs into the forecasts for reasonableness based on historical performance and corroboration to contractual agreements

where available; and

• agreeing the Group’s available borrowing facilities and the related terms and covenants to loan agreements;

• obtaining covenant calculations and forecast calculations to test for any potential future covenant breaches. We also considered the

covenant compliance headroom for sensitivity to both future changes in property valuations and the Group’s future financial performance;

• considering board minutes, and evidence obtained through the audit and challenging the Directors on the identification of any contradictory

information in the forecast cash flows and the resulting impact on the going concern assessment;

• analysing the Directors’ stress testing calculations and challenging the assumptions made using our knowledge of the business and of the

current economic climate, to assess the reasonableness of the downside scenarios selected; and

• reviewing the disclosures in the financial statements relating to going concern to check that the disclosure is consistent with the Directors’

going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or

collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least

12 months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to

adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Tritax Big Box REIT plc Annual Report 2022

116 Tritax Big Box REIT plc

Annual Report 2023

116

Strategic report Governance Financial statements

Independent Auditor’s Report continued

To the members of Tritax Big Box REIT plc

An overview of the scope of our audit

Overview

Coverage 100% (2022: 100%) of Group profit before tax

100% (2022: 100%) of Group revenue

100% (2022: 100%) of Group total assets

Key audit matters Valuation of investment property portfolio, including

properties under construction

2023



2022



Materiality Group financial statements as a whole

£50m (2022: £51m) based on 1% (2022: 1%) of total assets

Our audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and

assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls,

including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

The Group operates solely in the United Kingdom, and all audit procedures were performed by the Group audit team. We identified two

significant components, in addition to the Parent Company, for which full scope audits were performed being:

• the investment property component of the Group; and

• the Tritax Symmetry Holdings component of the Group.

There were no non-significant components.

Climate change

Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included:

• enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential

impacts on the financial statements and to adequately disclose climate-related risks within the annual report;

• our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this

particular sector;

• review of the minutes of Board and Audit Committee meeting and other papers related to climate change to determine if there were any

climate related matters affecting the financial statements which we are not already aware of, evaluating the impact of these, if any.

• we challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments

have been reflected, where appropriate, in the Directors’ going concern assessment and in management’s judgements and estimates in

relation to the investment property valuation.

We also assessed the consistency of management’s disclosures included as statutory other information on page 62 with the financial

statements and with our knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of

the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Tritax Big Box REIT plc Annual Report 2022

117Tritax Big Box REIT plc

Annual Report 2023

117

Strategic report Governance Financial statements

An overview of the scope of our audit continued

Key audit matters continued

Key audit matter How the scope of our audit addressed the

keyaudit matter

Valuation of investment

property portfolio,

including properties

under construction

Refer to note 3 on

significant accounting

judgements, estimates and

assumptions, and note 4 on

material accounting policy

information.

Refer to note 15 in relation to

investment property.

The Group’s investment property portfolio

comprises:

• Standing assets: these are existing properties

that are currently let or available to let. They are

valued using the yield methodology approach in

accordance with RICS methodology and IFRS 13

Fair Value Measurement.

• Properties under construction: these are

properties being built and which have agreed

pre-lets with tenants.

Properties under construction have a different

risk and investment profile to the standing assets.

They are valued using the residual method, being

estimating the fair value of the completed project

using the yield methodology approach less

estimated costs to completion.

The valuation of investment property requires

significant judgement and estimates by the

Directors, with the assistance of their appointed

valuer (“the Valuer”) and is therefore considered

a significant risk due to the subjective nature of

certain assumptions inherent in each valuation.

Any input inaccuracies or unreasonable bases

used in the valuation judgements (such as

capitalisation yields, future lease income, and in

the case of properties under construction, costs to

complete) could result in a material misstatement

in the valuation of investment property, therefore

impacting the Group’s financial statements.

There is also a risk that the Directors may unduly

influence the significant judgements and estimates

in respect of property valuations in order to achieve

property valuation or other performance or financial

targets or to meet market expectations.

For these reasons we consider the valuation of the

investment property portfolio, including properties

under construction to be a key audit matter.

We responded to this matter by performing the

following procedures:

We read the external valuation reports prepared by

the Group’s Valuer and checked that the approaches

used were consistent with the requirements of relevant

accounting standards.

We assessed the Valuer’s competence and capabilities

and read their terms of engagement with the Group,

to determine if any matter could have affected their

independence and objectivity, and if the Directors

could have influenced their decisions over the

significant judgements and estimates, or imposed

scope limitations upon their work.

We checked the data provided to the Valuer by the

Group to determine whether it was consistent with

the information that we audited. This data included

inputs such as current rent and lease terms, which

we have agreed on a sample basis to executed lease

agreements as part of our audit work.

We engaged our internal valuations experts when

discussing with the Valuer to gain an understanding

of the valuation methods and assumptions used. With

the assistance from our internal valuations experts, we

analysed the valuation movements for the properties,

and the reasonability of their yields to check if they are

in line with the market.

We challenged the assumptions utilised by the Valuer

within the valuation by benchmarking the valuation to

the expectations that we developed using independent

data around the year end.

We assessed the estimated costs to complete

and progress of development for properties under

construction by agreeing the total estimated costs of

the property to the underlying agreements and relevant

supporting documentation. We then verified costs

already incurred in the current year to our additions

testing (tested on a sample basis), while the total cost

incurred in prior years was agreed to the audited

numbers in the prior year, with the remainder being

costs to complete. The forecasted costs to complete

were also agreed to the cost to complete reports

produced by the audited entity. We agreed the cost to

complete reports to latest invoices where available.

We assessed the reasonableness of these forecasts

by assessing management’s ability to forecast, and we

also performed a retrospective review of the accuracy

of management’s forecast by assessing completed

properties, and comparing the estimated total costs for

these properties to the actual costs incurred.

We checked that the property valuations have been

properly included in the financial statements. We also

assessed whether the disclosures in the financial

statements are appropriate and in accordance with

relevant accounting standards.

Key observation:

Based on our work we consider assumptions adopted

by the Directors in the valuation were reasonable and

the methodology applied was appropriate.

Tritax Big Box REIT plc Annual Report 2022

118 Tritax Big Box REIT plc

Annual Report 2023

118

Strategic report Governance Financial statements

Independent Auditor’s Report continued

To the members of Tritax Big Box REIT plc

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality

to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the

basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,

performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as

immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating

their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements Parent Company financial statements

2023

£m

2022

£m

2023

£m

2022

£m

Materiality 50 51 38 36

Basis for determining materiality 1% of total assets 1% of total assets 1% of total assets 1% of total assets

Rationale for the benchmark applied We determined that total assets would be

the most appropriate basis for determining

overall materiality as we consider it to be

one of the principal considerations for users

of the financial statements in assessing the

financial performance of the Group.

We determined that total assets would be

the most appropriate basis for determining

overall materiality as we consider it to

be one of the principal considerations

for users of the financial statements in

assessing the financial performance of the

Parent Company.

Performance materiality 37.5 0 38.25 28.50 27.0 0

Basis for determining

performancemateriality

75% of materiality

Rationale for the percentage applied for

performance materiality

The level of performance materiality applied

was set based on the low number of

components, low value of brought forward

adjustments impacting the current year and

the expected total value of known and likely

misstatements based on past experience.

The level of performance materiality

applied was set based on the low value of

brought forward adjustments impacting the

current year and the expected total value

of known and likely misstatements based

on past experience.

Specific materiality

For the Group, we determined that for other account balances and classes of transactions that impact the calculation of European Public Real

Estate Association (“EPRA”) earnings, a misstatement of less than materiality for the financial statements as a whole, specific materiality, could

influence the economic decisions of users. EPRA earnings excludes the impact of the net surplus on revaluation of investment properties,

profit on disposals of investment properties, any impairment of land options and interest rate derivatives, and we consider this to be a key

performance measure of the Group. As a result, we determined materiality for these items to be 5% of ERPA Earnings, being £5.6m (2022:

£7.2m based on 5% of ERPA earnings).

For the Parent Company, we determined that for trade and other receivables, trade and other payables, borrowings, expenses, interest

income and expenses, a misstatement of less than materiality for the financial statements as a whole, specific materiality, could influence the

economic decisions of users. As a result, we determined materiality for these items to be £4.7m, (2022: £6.6m) based on 5% of the Parent

Company’s profit before tax (2022:5% of the Parent Company’s profit before tax).

We further applied a performance materiality level of 75% for both the Group and Parent Company (2022: 75%) of specific materiality to ensure

that the risk of errors exceeding specific materiality was appropriately mitigated.

Component materiality

For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, apart from the Parent Company

whose materiality is set out above, based on a combination of 1% of the component’s total assets and our assessment of the risk of material

misstatement of that component. We considered the aggregation risk in setting the component materialities. Component materiality for the

components were £19.5m and £49m (2022: £20.1m and £49.7m). In the audit of each component, we further applied performance materiality

levels of 75% (2022: 75%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was

appropriately mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences impacting the Group in excess of £1.5m (2022:

£1.53m), and for those items impacting the calculation of EPRA earnings, all individual audit differences in excess of £0.28m (2022: £0.36m).

Regarding the Parent Company, we agreed that we would report all individual audit differences in excess of £1.14m (2022: £1.08m) and for trade

and other receivables, trade and other payables, borrowings, expenses, interest income and expenses, all individual audit differences in excess of

£0.27m (2022: £0.34m). We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

Tritax Big Box REIT plc Annual Report 2022

119Tritax Big Box REIT plc

Annual Report 2023

119

Strategic report Governance Financial statements

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other

than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information

and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our

responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in

the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

Corporate Governance Statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code specified for

our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements, or our knowledge obtained during the audit.

Going concern and longer-term viability • The Directors’ statement with regards to the appropriateness of adopting the going

concern basis of accounting and any material uncertainties identified, set out on page 74.

• The Directors’ explanation as to their assessment of the Group’s prospects, the period

this assessment covers and why the period is appropriate, set out on page 74.

Other Code provisions

• Directors’ statement on fair, balanced and understandable, set out on page 114.

• Board’s confirmation that it has carried out a robust assessment of the emerging and

principal risks, set out on page 85.

• The section of the annual report that describes the review of effectiveness of risk

management and internal control systems, set out on page 100.

• The section describing the work of the Audit Committee, set out on page 102 to 105.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006

and ISAs (UK) to report on certain opinions and matters as described below.

Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the financial

year for which the financial statements are prepared is consistent with the financial

statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with

applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Parent Company

and its environment obtained in the course of the audit, we have not identified material

misstatements in the Strategic Report or the Directors’ Report.

Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been

properly prepared in accordance with the Companies Act 2006.

Matters on which we are required

toreport by exception

We have nothing to report in respect of the following matters in relation to which the

Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns

adequate for our audit have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors’ Remuneration

Report to be audited are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Tritax Big Box REIT plc Annual Report 2022

120 Tritax Big Box REIT plc

Annual Report 2023

120

Strategic report Governance Financial statements

Independent Auditor’s Report continued

To the members of Tritax Big Box REIT plc

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements

and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of

detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

• our understanding of the Group and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations,

we considered the significant laws and regulations to be, but not limited to, the Companies Act 2006, the UK Listing Rules, the REIT tax

regime requirements and legislation relevant to the rental of properties. We considered the extent to which non-compliance might have a

material effect on the Group financial statements. We also considered the Group’s own control environment for monitoring its compliance with

laws and regulation, and obtained and reviewed their papers on compliance, in addition to performing our own procedures.

Our procedures in respect of the above included:

• review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;

• review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;

• review of financial statement disclosures and agreeing to supporting documentation;

• involvement of tax experts in the audit; and

• review of legal expenditure accounts to understand the nature of expenditure incurred.

Irregularities including fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

• enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

• obtaining an understanding of the Group’s policies and procedures relating to:

• detecting and responding to the risks of fraud; and

• internal controls established to mitigate risks related to fraud;

• review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

• involvement of forensic specialists in the audit to review our fraud risk assessment in relation to the environment at the entity and the fraud

risk to specific financial statement areas;

• discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due

tofraud.

Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition, valuation of investment property

portfolio, and management override of controls.

Tritax Big Box REIT plc Annual Report 2022

121Tritax Big Box REIT plc

Annual Report 2023

121

Strategic report Governance Financial statements

Auditor’s responsibilities for the audit of the financial statements continued

Our procedures in response to the above included:

Addressing the risk of management override of controls by:

• testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation and

evaluating whether there was evidence of bias by management or the Directors that represented a risk of material misstatement due to

fraud; and

• assessing significant estimates made by management for bias on key audit matters.

Addressing the risk of intentional misstatement of revenue by:

• setting expectations for the annual revenue to be recognised for the year for each property, comparing it to the actual amounts recognised

and investigating variances. We confirmed lease details back to the underlying signed agreements and a sample to receipt of cash (where

amounts had been received prior to the year end). We also tested the rent smoothing adjustments to supporting documentation.

Our responses to the valuation of investment property portfolio are set out in the key audit matters section above.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to

have the appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of

not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures

performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial

statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our Auditor’s Report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Geraint Jones (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London

United Kingdom

29 February 2024

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Tritax Big Box REIT plc Annual Report 2022

122 Tritax Big Box REIT plc

Annual Report 2023

122

Strategic report Governance Financial statements

Group Statement of Comprehensive Income

For the year ended 31 December 2023

		Year ended	Year ended
		31 December	31 December
		2023	2022
	Note	£m	£m
Gross rental income	6	222.2	206.2
Service charge income	6	6.2	6.3
Service charge expense	7	(6.3)	(6.5)
Net rental income		222.1	206.0
Gross operating income		—	18.3
Other operating costs		—	(9.0)
Other operating income	6	—	9.3
Administrative and other expenses	8	(28.9)	(32.2)
Operating profit before changes in fair value and other adjustments		193.2	183.1
Changes in fair value of investment properties	15	(38.1)	(759.5)
Loss on disposal of investment properties	15	(1.6)	—
Share of profit from joint ventures	17	0.4	0.5
Fair value movements in financial asset	26	(0.1)	—
Impairment of intangible and other property assets		(2.7)	(1.4)
Share-based payment charge	24	(2.9)	(1.9)
Extinguishment of B and C share liabilities	24	(21.1)	—
Changes in fair value of contingent consideration payable	24	(0.4)	1.1
Operating profit/(loss)		126.7	(578.1)
Finance income	10	10.4	1.6
Finance expense	11	(55.3)	(39.4)
Changes in fair value of interest rate derivatives	26	(11.2)	14.9
Profit/(loss) before taxation		70.6	(601.0)
Taxation	12	(0.6)	1.6
Profit/(loss) and total comprehensive income/(expense)		70.0	(599.4)
Earnings per share – basic and diluted	13	3.72p	(32.08)p
1. Operating profit before changes in fair value of investment properties and contingent consideration payable, gain on disposal of investment properties, share of

profit from joint ventures, impairment of intangible and other property assets and share-based payment charges.

Tritax Big Box REIT plc Annual Report 2022

123Tritax Big Box REIT plc

Annual Report 2023

123

Strategic report Governance Financial statements

Group Statement of Financial Position

As at 31 December 2023

		At	At
		31 December	31 December
		2023	2022
	Note	£m	£m
Non-current assets
Intangible assets		1.1	1.4
Investment property	15	4,843.6	4,847.3
Investment in land options	16	157.4	157.4
Investment in joint ventures	17	24.8	27.2
Financial asset	26	2.3	—
Other property assets		2.3	2.3
Trade and other receivables	20	1.0	2.0
Interest rate derivatives	26	11.1	19.9
Total non-current assets		5,043.6	5,057.5
Current assets
Trade and other receivables	20	22.0	24.9
Assets held for sale	18	—	25.1
Cash at bank	21	36.4	47.6
Total current assets		58.4	97.6
Total assets		5,102.0	5,155.1
Current liabilities
Deferred rental income		(38.6)	(34.7)
Trade and other payables	22	(106.9)	(111.2)
Tax liabilities	12	(2.2)	(1.1)
Total current liabilities		(147.7)	(147.0)
Non-current liabilities
Trade and other payables	22	(1.0)	(2.0)
Bank borrowings	25	(474.7)	(474.8)
Loan notes	25	(1,140.5)	(1,139.1)
Deferred consideration		(4.1)	—
Amounts due to B and C Shareholders	24	—	(42.2)
Total non-current liabilities		(1,620.3)	(1,658.1)
Total liabilities		(1,768.0)	(1,805.1)
Total net assets		3,334.0	3,350.0
Equity
Share capital	29	19.0	18.7
Share premium reserve	29	49.2	764.3
Capital reduction reserve	29	1,463.9	835.1
Retained earnings	29	1,801.9	1,731.9
Total equity		3,334.0	3,350.0
Net asset value per share – basic and diluted	30	175.13p	179.25p
EPRA Net Tangible Asset per share – basic and diluted	30	177.15p	180.37p

These financial statements were approved by the Board of Directors on 29 February 2024 and signed on its behalf by:

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

Tritax Big Box REIT plc Annual Report 2022

124 Tritax Big Box REIT plc

Annual Report 2023

124

Strategic report Governance Financial statements

Group Statement of Changes in Equity

For the year ended 31 December 2023

				Capital
		Share	Share	reduction	Retained
		capital	premium	reserve	earnings	Total
	Note	£m	£m	£m	£m	£m
1 January 2023		18.7	764.3	835.1	1,731.9	3,350.0
Profit for the year and total comprehensive income		—	—	—	70.0	70.0
		18.7	764.3	835.1	1,801.9	3,420.0
Contributions and distributions:
Shares issued in relation to extinguishment of share-based payment	29	0.3	49.3	—	—	49.6
Transfer between reserves		—	(764.4)	764.4	—	—
Share-based payments		—	—	—	4.5	4.5
Transfer of share-based payments to liabilities to reflect settlement		—	—	—	(4.5)	(4.5)
Dividends paid	14	—	—	(135.6)	—	(135.6)
31 December 2023		19.0	49.2	1,463.9	1,801.9	3,334.0

				Capital
		Share	Share	reduction	Retained
		capital	premium	reserve	earnings	Total
	Note	£m	£m	£m	£m	£m
1 January 2022		18.7	762.0	964.5	2,331.3	4,076.5
Profit for the year and total comprehensive income		–	–	–	(599.4)	(599.4)
		18.7	762.0	964.5	1,731.9	3,477.1
Contributions and distributions:
Shares issued in relation to management contract	29	—	2.3	—	—	2.3
Share-based payments		—	—	—	5.3	5.3
Transfer of share-based payments to liabilities to reflect settlement		—	—	—	(5.3)	(5.3)
Dividends paid	14	—	—	(129.4)	—	(129.4)
31 December 2022		18.7	764.3	835.1	1,731.9	3,350.0

Tritax Big Box REIT plc Annual Report 2022

125Tritax Big Box REIT plc

Annual Report 2023

125

Strategic report Governance Financial statements

Group Cash Flow Statement

For the year ended 31 December 2023

		Year ended	Year ended
		31 December	31 December
		2023	2022
	Note	£m	£m
Cash flows from operating activities
Profits for the period (attributable to the Shareholders)		70.0	(599.4)
Tax charge/(credit)		0.6	(1.6)
Changes in fair value of contingent consideration payable		0.4	(1.1)
Finance expense		55.3	39.4
Changes in fair value of interest rate derivatives		11.2	(14.9)
Share-based payment charges		2.9	1.9
Extinguishment of B and C share liabilities		21.1	—
Impairment of intangible and other property assets		2.7	1.4
Amortisation of other property assets		—	1.7
Share of profit from joint ventures		(0.4)	(0.5)
Loss on disposal of investment properties		1.6	—
Changes in fair value of investment properties		38.1	759.5
Finance income		(10.4)	(1.6)
Accretion of tenant lease incentive	6	(16.2)	(11.1)
Decrease in trade and other receivables		3.5	12.1
Increase/(decrease) in deferred income		3.9	(3.9)
Decrease/(increase) in trade and other payables		0.6	(2.9)
Cash generated from operations		184.9	179.0
Taxation credit/(charge)	12	0.4	(1.6)
Net cash flow generated from operating activities		185.3	177.4
Investing activities
Additions to investment properties		(308.9)	(286.8)
Additions to land options		(16.8)	(13.1)
Purchase of equity investment		(66.6)	—
Purchase of financial asset		(2.4)	—
Additions to joint ventures		(0.3)	(2.8)
Net proceeds from disposal of investment properties		326.8	—
Interest received		0.2	0.1
Dividends received from joint ventures		0.8	0.5
Net cash flow used in investing activities		(67.2)	(302.1)
Financing activities
Proceeds from issue of Ordinary Share capital		49.6	2.3
Bank borrowings drawn	25	409.0	319.0
Bank and other borrowings repaid	25	(407.0)	(52.0)
Interest derivatives received	10	9.9	1.5
Loan arrangement fees paid		(5.1)	(1.4)
Bank interest pai		(47.9)	(35.8)
Interest cap premium paid		(2.4)	(3.2)
Dividends paid to equity holders		(135.3)	(129.2)
Net cash flow generated from financing activities		(129.2)	101.2
Net increase in cash and cash equivalents for the year		(11.2)	(23.5)
Cash and cash equivalents at start of year	21	47.4	70.9
Cash and cash equivalents at end of year	21	36.2	47.4

Tritax Big Box REIT plc Annual Report 2022

126 Tritax Big Box REIT plc

Annual Report 2023

126

Strategic report Governance Financial statements

Notes to the Consolidated Accounts

1. Corporate information

The consolidated financial statements of the Group for the year ended 31 December 2023 comprise the results of Tritax Big Box REIT plc

(the “Company”) and its subsidiaries (together, the “Group”) and were approved by the Board for issue on 1 March 2024. The Company is a

public limited company incorporated and domiciled in England and Wales. The Company’s Ordinary Shares are admitted to the official list of

the UK Listing Authority, a division of the Financial Conduct Authority, and traded on the London Stock Exchange. The registered address of

the Company is disclosed in the Company information.

The nature of the Group’s operations and its principal activities are set out in the Strategic Report.

Accounting policies

2. Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards and with the

requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The comparative information disclosed relates to the year ended 31 December 2022.

The Group’s financial statements have been prepared on a historical cost basis, other than as explained in the accounting policies below.

The consolidated financial statements are presented in Sterling, which is also the Company’s functional currency, and all values are rounded

to the nearest £0.1 million, except where otherwise indicated.

The Group has chosen to adopt European Public Real Estate Association (“EPRA”) best practice guidelines for calculating key metrics such

as net asset value and earnings per share (www.epra.com/finance/financial-reporting/guidelines).

2.1. Going concern

Given the uncertain macroeconomic backdrop present throughout the course of the year, the Board has paid particular attention to the

appropriateness of the going concern basis in preparing these financial statements. Any going concern assessment considers the Group’s

financial position, cash flows, liquidity and capital commitments including its continued access to its debt facilities and headroom under

financial loan covenants.

The Directors have considered the cash flow forecasts for the Group for a period of 12 months from the date of approval of these financial

statements. These forecasts include the Directors’ assessment of the impact of the future performance of the Group, taking into account

any relevant information, and include various levels of stress testing of financial forecasts with consideration over downside scenarios. The

Directors have reviewed the current and projected financial position of the Group, making varying assumptions about its future trading

performance. Various forms of sensitivity analysis have been performed having a particular regard to the current financial performance of

the Group’s customers, and assumptions made around upcoming lease expiries. The analysis also included sensitivities over the following:

portfolio valuation movements due to market volatility, rates of rent collection, the risk around any customer default, future levels of inflation

across the business and future interest rate movements.

The Group has a strong track record with regards to rent collection and has continued to receive 100% of all rent falling due in respect of

2023. The Directors have also considered the arrears position in light of IFRS 9, expected credit loss model; see note 20 for further details.

As at 31 December 2023, the Group had an aggregate £531 million of undrawn commitments under its senior debt facilities, as well as

£36.2 million of cash held at bank, of which £128.1 million was committed under various development contracts as well as exchanging on

an asset purchase for £47.7million. The Group’s loan to value ratio stood at 31.6%, with the debt portfolio having an average maturity term

of approximately 5.2 years. As at the date of approval of this report, the Group has substantial headroom within its financial loan covenants,

which include loan to value covenants at 60% and interest cover covenants at 1.5 times on its tightest loans. The Group’s financial covenants

have also been complied with for all loans throughout the year and up to the date of approval of these financial statements. As at 31 December

2023, property values would have to fall by more than 45% before loan covenants at the corporate level are breached.

The Directors have assessed the Group’s ability to continue as a going concern and are not aware of any material uncertainties that may

cast significant doubt upon the Group’s ability to continue as a going concern. Therefore the Directors are satisfied that the Group has the

resources to continue in business until at least 31 March 2025.

3. Significant accounting judgements, estimates and assumptions

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the

reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the reporting date. However,

uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the

asset or liability affected in future periods.

Tritax Big Box REIT plc Annual Report 2022

127Tritax Big Box REIT plc

Annual Report 2023

127

Strategic report Governance Financial statements

3. Significant accounting judgements, estimates and assumptions continued

3.1. Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant

effect on the amounts recognised in the consolidated financial statements:

Other operating income

Other operating income is receivable from development management agreements in place with third parties. Development management

income is recognised in the accounting period in which the services are rendered and a significant reversal is not expected in future periods.

Judgement is exercised in identifying performance obligations including achieving a pre-let, drawing down of land, managing the building

of an asset and arranging for lease completion. Certain performance obligations, such as achieving a pre-let or letting and the drawing

down of land, are recognised at a point in time and others, such as managing the construction of an asset, are recognised over time based

on the actual service provided to the end of the reporting period as a proportion of the total services. Management determines the stage

of completion of an asset by assessing the total costs incurred on a project, as a proportion of the total costs expected to be incurred. A

judgement is formed over the level of other operating income to be recognised in any accounting period, which also takes into account any

associated costs borne under the corresponding development management agreements.

Land options

Measurement

Land options, and other non-financial assets, are initially capitalised at cost and considered for any impairment indication annually. The

impairment review includes consideration of the resale value of the option, likelihood of achieving planning consent and current recoverable

value as determined by an independent valuer. In the calculation of the resale value or recoverable value of land options, several estimates

are required which includes the expected size of the development, expected rental and capitalisation rates, estimated build costs, the time to

complete the development and anticipated progress with achieving planning consent, as well as the associated risks of achieving the above.

B and C Shares

As part of the acquisition of Tritax Symmetry which completed on 19 February 2019, shares were issued in Tritax Symmetry Limited to the

management Shareholders of Tritax Symmetry (“Symmetry Management Shareholders”) in the form of B and C shares (the “B and C Shares”).

The terms of these shares were complex and as a result the Directors have had to make a number of judgements in order to conclude on the

appropriate accounting treatment. The significant judgements applied in relation to the B and C Shares were as follows:

1. Subject to remaining in continued employment these shares entitle the holders to 13% of the Adjusted NAV of Tritax Symmetry Limited.

Were an individual to leave employment and be deemed a bad leaver, the amount payable is the lower of the value of the shares on the

completion date and 50% of Adjusted NAV. The Directors have therefore concluded that the unconditional amount payable to the B and C

Shareholders, being 50% of the value of the B and C Shares on acquisition, should be treated as contingent consideration in accordance

with IFRS 3. The fair value of the contingent consideration was, until the point of extinguishment, remeasured at each reporting date. Any

additional amounts paid to the B and C Shareholders as a result of their continued service is accounted for as payment for the provision of

post-combination services.

2. The B and C Shares had put options in place at various points in time over an eight-year period to February 2027, along with a put and call

option at February 2027. The B and C Shares were not considered to represent a present ownership interest in the Group as an element

of the amount due to the B and C Shareholders is dependent on them continuing to remain in employment and provide services to the

Group. Therefore, the Directors have concluded that the B and C Shares do not represent a non-controlling interest and the amounts

owed to the B and C Shareholders should instead be presented as a financial liability.

3. When settled the B and C Shares were to be settled 25% was assumed in cash with the remaining 75% settled in either cash or shares

at the discretion of the Company. Both elements are considered to represent share-based payments as the amounts due were based on

the Adjusted NAV of the underlying business of Tritax Symmetry Limited. The Directors endeavoured to settle all of the B and C Shares in

cash, subject to sufficient funds being available to the Group at the time of settlement without adversely impacting the operations of the

Group. In accordance with IFRS 2 this was accounted for as a cash settled share-based payment. In conformity with the requirements of

IFRS 2 for cash settled share-based payments, the share-based payment charge is the fair value of the settlement value of the B and C

Shares in Tritax Symmetry Limited, established by a Monte Carlo simulation model and reassessed at each reporting date.

During the year, early settlement of the B and C Shares was agreed. The B and C Non-Hurdle Shares were acquired for total consideration of

£65 million. In addition, the C Hurdle Shares were acquired for £1.6 million. The consideration of cash and newly issued shares.

Following the settlement, the full quota of B and C Shares (equivalent to the 13% equity interest) will be fully extinguished, and the Group will

own 100% of TSHL. As a result of the settlement, an accelerated charge is chargeable to the Group Statement of Comprehensive income.

Tritax Big Box REIT plc Annual Report 2022

128 Tritax Big Box REIT plc

Annual Report 2023

128

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

3. Significant accounting judgements, estimates and assumptions continued

3.2. Estimates

Fair valuation of investment property

The market value of investment property is determined by an independent property valuation expert (see note 15) to be the estimated amount

for which a property should exchange on the date of the valuation in an arm’s-length transaction. Properties have been valued on an individual

basis. The valuation expert uses recognised valuation techniques and the principles of both IAS 40 and IFRS 13.

The valuations have been prepared in accordance with the RICS Valuation – Global Standards July 2017 (the “Red Book”). Factors reflected

comprise current market conditions including Net Initial Yield applied, annual rents and estimated rental values, lease lengths, location and

building specification which would include climate-related considerations. The Net Initial Yield, being the most significant estimate, is subject

to changes depending on the market conditions which are assessed on a periodic basis. The significant methods and assumptions used by

the valuers in estimating the fair value of investment property, together with the sensitivity analysis on the most subjective inputs, are set out

in note 15.

4. Material accounting policies

4.1. Segmental information

The Directors are of the opinion that the Group is engaged in a single segment business, being the investment in UK logistics assets and

land options with a view to developing logistics and holding these for investment purposes. The Directors consider that these properties have

similar economic characteristics in nature and as a result they have been reported as a single reportable operating business. All of the Group’s

revenue and assets are based in the United Kingdom.

4.2. Investment property and investment property under construction

Investment property comprises completed property that is held to earn rentals or for capital appreciation, or both. Property held under a lease

is classified as investment property when it is held to earn rentals or for capital appreciation, or both, rather than for sale in the ordinary course

of business or for use in production or administrative functions.

The corresponding entry upon recognising lease incentives or fixed/minimum rental uplifts is made to investment property. For further details

see accounting policy note 4.11.1.

Investment property is recognised once practical completion is achieved and is measured initially at cost including transaction costs.

Transaction costs include transfer taxes, professional fees for legal services and other costs incurred in order to bring the property to

the condition necessary for it to be capable of operating. Subsequent to initial recognition, investment property is stated at fair value.

Gains or losses arising from changes in the fair values are included in the Group profit or loss in the year in which they arise under IAS 40

“Investment Property”.

Long leaseholds are accounted for as investment property as they meet the criteria for right of use assets.

Investment properties under construction are financed by the Group where the Group enters into contracts to forward fund the development

of a pre-let property. All such contracts specify a fixed amount of consideration. The Group also directly enters into construction contracts to

develop logistics assets, in the form of pre-let development and with an allowance of up to 5% of GAV in speculative development (with no

pre-let secured). Investment properties under construction are initially measured at cost (including the transaction costs), which reflect the

Group’s investment in the assets. Subsequently, the assets are remeasured to fair value at each reporting date. The fair value of investment

properties under construction is estimated as the fair value of the completed asset less any costs still payable in order to complete, which

include an appropriate developer’s margin.

Additions to properties include costs of a capital nature only. Expenditure is classified as capital when it results in identifiable future economic

benefits, which are expected to accrue to the Group. Capitalised expenditure also includes finance costs incurred on qualifying assets under

construction. All other property expenditure is expensed in the Group profit or loss as incurred.

Investment properties cease to be recognised when they have been disposed of or withdrawn permanently from use and no future economic

benefit is expected from disposal. The difference between the net disposal proceeds and the carrying amount of the asset would result in

either gains or losses at the retirement or disposal of investment property. Any gains or losses are recognised in the Group profit or loss in

the year of retirement or disposal.

Tritax Big Box REIT plc Annual Report 2022

129Tritax Big Box REIT plc

Annual Report 2023

129

Strategic report Governance Financial statements

4. Material accounting policies continued

4.3. Financial instruments

Fair value hierarchy

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have

occurred between levels in the hierarchy by reassessing categorisation at the end of each reporting period.

4.3.1. Financial assets

The Group classifies its financial assets into one of the categories discussed below. The Group’s accounting policy for each category is

as follows:

Fair value through profit or loss

This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic value.

They are carried in the Group Statement of Financial Position at fair value with changes in fair value recognised in the Group profit or loss

in the finance income or expense line. It also comprises of non-controlling minority interest equity investments; the Group has voluntarily

classified these assets to be held at fair value through profit and loss.

Amortised cost

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other

types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and contractual cash flows are

solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their

acquisition or issue and are subsequently carried at amortised cost, being the effective interest rate method, less provision for impairment.

Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9 using a

provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade

receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from tenant default (being the failure of a

tenant to timely pay rent due) to determine the lifetime expected credit loss for the trade receivables. On confirmation that the trade receivable

will not be collectable, the gross carrying value of the asset is written off against the associated provision.

The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the Group

Statement of Financial Position.

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original

maturities of three months or less.

4.3.2. Financial liabilities

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.

The Group’s accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises out-of-the-money derivatives where the time value does not offset the negative intrinsic value; and the amounts due

to B and C Shareholders. They are carried in the Group Statement of Financial Position at fair value with changes in fair value recognised in

the Group profit or loss. Other than these derivative financial instruments, the Group does not have any liabilities held for trading nor has it

designated any financial liabilities as being at fair value through profit or loss.

Other financial liabilities

Other financial liabilities include the following items:

Bank borrowings and the Group’s loan notes are initially recognised at fair value net of any transaction costs directly attributable to the issue

of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method,

which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the Group

Statement of Financial Position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium

payable on redemption, as well as any interest or coupon payment while the liability is outstanding.

Debt modification

Debt modifications are subject to a qualitative and quantitative test to determine if a substantial modification has occurred. The outcome of

the tests will determine if the modification should be treated as a substantial modification under extinguishment accounting or an adjustment

to the existing liability under modification accounting.

Tritax Big Box REIT plc Annual Report 2022

130 Tritax Big Box REIT plc

Annual Report 2023

130

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

4. Material accounting policies continued

4.4. Joint arrangements

The Group is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of

the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.

The Group classifies its interests in joint arrangements as either:

• joint ventures: where the Group has rights to only the net assets of the joint arrangement; or

• joint operations: where the Group has both the rights to assets and obligations for the liabilities of the joint arrangement.

In assessing the classification of interests in joint arrangements, the Group considers:

• the structure of the joint arrangement;

• the legal form of joint arrangements structured through a separate vehicle;

• the contractual terms of the joint arrangement agreement; and

• any other facts and circumstances (including any other contractual arrangements).

The Group does not have any joint operations.

Joint ventures are initially recognised in the Group Statement of Financial Position at cost. Subsequently, joint ventures are accounted for

using the equity method, where the Group’s share of post-acquisition profits and losses and other comprehensive income is recognised in

the Group profit or loss.

Profits and losses arising on transactions between the Group and its joint ventures are recognised only to the extent of unrelated investors’

interests in the associate. The investor’s share in the joint venture’s profits and losses resulting from these transactions is eliminated against

the carrying value of the joint venture.

Any premium paid for an investment in a joint venture above the fair value of the Group’s share of the identifiable assets, liabilities and

contingent liabilities acquired is capitalised and included in the carrying amount of the investment in joint venture. Provision for impairment in

value is made where there is objective evidence that the investment in a joint venture has been impaired.

4.5. Goodwill

Goodwill is capitalised as an intangible asset, with any impairment in carrying value being charged to the Group profit or loss. Where the fair

value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the

Group profit or loss on the acquisition date as a gain on bargain purchase or negative goodwill.

4.6. Intangible assets

As a result of the acquisition of Tritax Symmetry, the DMA between the Company and Tritax Symmetry Management Limited is assessed as

a favourable contract. It is recognised as an intangible asset on the Group Statement of Financial Position and is amortised over the original

eight-year term of the DMA. The favourable element of the DMA was assessed with reference to a reasonable mark-up that may be expected

for these services if the agreement were set up at arm’s length, discounted over the eight-year period.

4.7. Land options

Land options are classified as non-financial assets as they are non-liquid assets with no active market and they cannot be readily converted

into cash. The options are exercisable at a future date subject to receiving planning consent. They are initially carried at cost and are tested

for impairment annually and whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where

the carrying value of an asset exceeds its recoverable amount (the higher of value in use and fair value less costs to sell), the option is written

down accordingly as a charge to the Group profit or loss. Once the options are exercised and the land is drawn down, they are transferred into

investment property.

4.8. Impairment of assets

Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year

end. Other non-financial assets including intangible assets, investment in joint ventures and land options are subject to annual impairment

tests, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value

of an asset exceeds its recoverable amount (the higher of value in use and fair value less costs to sell), the asset is impaired accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of

assets to which it belongs for which there are separately identifiable cash flows, its cash-generating units (“CGUs”). Goodwill is allocated on

initial recognition to each of the Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

Impairment charges are included in Group profit or loss. An impairment loss recognised for goodwill is not reversed.

Tritax Big Box REIT plc Annual Report 2022

131Tritax Big Box REIT plc

Annual Report 2023

131

Strategic report Governance Financial statements

4. Material accounting policies continued

4.9. Business combination

The Group acquires subsidiaries that own investment properties. At the time of acquisition, the Group considers whether each acquisition

represents the acquisition of a business or the acquisition of an asset. Under the Definition of a Business (Amendments to IFRS 3 “Business

Combinations”), to be considered a business an acquired set of activities and assets must include, at a minimum, an input and a substantive

process that together significantly contribute to the ability to create outputs. The optional “concentration test” is also applied; where

substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired

would not represent a business. Therefore the Group accounts for an acquisition as a business combination where an integrated set of

activities is acquired in addition to the property.

Where an acquisition is considered to be a business combination the consolidated financial statements incorporate the results of business

combinations using the acquisition method. In the Group Statement of Financial Position, the acquiree’s identifiable assets, liabilities and

contingent liabilities are initially recognised at their fair values at the acquisition date. Any excess of the cost of a business combination over

the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired is treated as goodwill. Where the fair

value of identifiable assets, liabilities and contingent liabilities acquired exceeds the fair value of the purchase consideration, the difference

is treated as gain on bargain purchase and credited to the Group profit or loss. The results of acquired operations are included in the Group

profit or loss from the date on which control is obtained until the date on which control ceases.

Where such acquisitions are not judged to be the acquisition of a business, they are not treated as business combinations. Rather, the cost

to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based upon their relative fair values at

the acquisition date. Accordingly, no goodwill or additional deferred tax arises.

Where amounts payable for the acquisition of a business are subject to a contingent consideration arrangement in which the payments

are automatically forfeited if employment terminates, the amounts are treated as remuneration for post-combination services rather than

consideration for the acquisition of a business.

4.10. Share-based payments

The Company entered into an agreement with the Symmetry Management Shareholders where future amounts payable are based on the

Adjusted NAV of Tritax Symmetry Limited and subject to certain provisions around continuing employment. 25% of the amounts payable are

to be settled in cash with the remaining 75% settled in cash or shares at the discretion of the Company. Where the Company had a present

obligation to settle the amounts in cash, either through its stated intention or past practice, the Company accounted for the amounts as cash

settled share-based payments. The fair value of the cash settled obligation was recognised over the vesting period and presented as a liability

in the Group Statement of Financial Position. The liability was remeasured at each reporting date with the charge to the profit or loss updated

over the vesting period.

4.11. Property income

4.11.1. Re ntal income

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term and is

included in gross rental income in the Group profit or loss. A rental adjustment is recognised from the rent review date in relation to unsettled

rent reviews, where the Directors are reasonably certain that the rental uplift will be agreed. Initial direct costs incurred in negotiating and

arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income. Rental income is

invoiced, either monthly or quarterly in advance, and for all rental income that relates to a future period this is deferred and appears within

current liabilities on the Group Statement of Financial Position.

For leases, which contain fixed or minimum uplifts, the rental income arising from such uplifts is recognised on a straight-line basis over

the lease term.

Tenant lease incentives are recognised as a reduction of gross rental income on a straight-line basis over the term of the lease. The lease term

is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease where, at the

inception of the lease, the Directors are reasonably certain that the tenant will exercise that option.

When the Group enters into a forward funded transaction, the future tenant signs an agreement for lease. No rental income is recognised

under the agreement for lease, but once practical completion has taken place the formal lease is signed, at which point rental income

commences to be recognised in the Group profit or loss from the rent commencement date.

4.11.2. Other operating income

The other operating income is generated through the Group providing development management services to third parties. It is recognised

on an accruals basis in the period in which the services have been rendered, performance obligations have been satisfied and a significant

reversal is not expected in future periods.

4.12. Ta xation

Taxation on the profit or loss for the period not exempt under UK REIT regulations comprises current and deferred tax. Current tax is expected

tax payable on any profit not relating to the property rental business for the year, using tax rates enacted or substantively enacted at the year-

end date, including any adjustment to tax payable in respect of previous years. A deferred tax asset is recognised only to the extent that it is

probable that future taxable profits will be available against which the asset can be utilised.

Tritax Big Box REIT plc Annual Report 2022

132 Tritax Big Box REIT plc

Annual Report 2023

132

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

5. New standards issued

5.1. New standard issued and effective from 1 January 2023

There was no material effect from the adoption of other amendments to IFRS effective in the year. They have no significant impact to the

Group significantly as they are either not relevant to the Group’s activities or require accounting which is consistent with the Group’s current

accounting policies.

5.2. New standards issued but not yet effective

Amendments to IAS 1 on Classification of Liabilities as Current or Non-Current are effective for the financial years commencing on or

after 1 January 2024 and are to be applied retrospectively. The amendments are not expected to have an impact on the presentation and

classification of liabilities in the Group Statement of Financial Position based on rights that are in existence at the end of the reporting period.

There are no other standards that are not yet effective that would be expected to have a material impact on the Group in the current or future

reporting periods and on the foreseeable future transactions.

6. Total property income

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Rental income – freehold property	175.3	162.3
Rental income – long leasehold property	30.5	32.6
Spreading of tenant incentives and guaranteed rental uplifts	16.2	11.1
Other income	0.2	0.2
Gross rental income	222.2	206.2
Property insurance recoverable	4.5	4.2
Service charges recoverable	1.7	2.1
Total property insurance and service charge income	6.2	6.3
Total property income	228.4	212.5

There was one individual tenant representing more than 10% of gross rental income, constituting £32.6 million of rental income in 2023

(2022: £32.2 million).

There was £nil of other operating income recognised during the year. Included in the prior year other operating income of £9.3 million, was

a charge of £1.7 million, being amortisation of other property assets. The other operating income is generated through the Group providing

development management services to third parties.

7. Service charge expenses

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Property insurance expense	4.6	4.3
Service charge expense	1.7	2.2
Total property expenses	6.3	6.5

Tritax Big Box REIT plc Annual Report 2022

133Tritax Big Box REIT plc

Annual Report 2023

133

Strategic report Governance Financial statements

8. Administrative and other expenses

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Investment management fees	22.0	26.0
Directors’ remuneration (note 9)	0.5	0.5
Auditor’s fees:
Fees payable for the audit of the Company’s annual accounts	0.4	0.4
Fees payable for the review of the Company’s interim accounts	0.1	0.1
Fees payable for the audit of the Company’s subsidiaries	0.1	0.1
Total Auditor’s fee	0.6	0.6
Development management fees	1.0	1.0
Corporate administration fees	0.6	0.5
Regulatory fees	0.2	0.1
Legal and professional fees	1.6	1.9
Marketing and promotional fees	0.6	0.5
Other costs	1.8	1.1
Total administrative and other expenses	28.9	32.2

9. Directors’ remuneration

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Directors’ fees	0.4	0.4
Employer’s National Insurance	0.1	0.1
	0.5	0.5

10. Finance income

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Interest received on bank deposits	0.2	0.1
Interest received on swaps and other derivatives	10.2	1.5
	10.4	1.6

11. Finance expense

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Interest payable on bank borrowings	23.7	9.3
Interest payable on loan notes	29.7	29.8
Commitment fees payable on bank borrowings	2.0	1.7
Swap interest payable	—	0.1
Unwinding of deferred consideration	0.1	—
Amortisation of loan arrangement fees	4.4	3.2
	59.9	44.1
Borrowing costs capitalised against development properties	(4.6)	(4.7)
	55.3	39.4

The rate at which interest is capitalised rate is the Group’s weighted average cost of debt as detailed in note 25.

Tritax Big Box REIT plc Annual Report 2022

134 Tritax Big Box REIT plc

Annual Report 2023

134

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

12. Taxation

a) Tax charge in the Group Statement of Comprehensive Income

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Tax (charge)/credit	(0.6)	1.6

The UK corporation tax rate for the financial year is 19% to 5 April 2023 and 25% from 6 April 2023. Accordingly, a blended rate of 23.5%

has been applied in the measurement of the Group’s tax liability at 31 December 2023.

b) Factors affecting the tax charge for the year

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are explained below:

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Profit/(loss) on ordinary activities before taxation	70.6	(601.0)
Theoretical tax at UK corporation tax rate of 23.5% (31 December 2022: 19.0%)	16.6	(114.2)
REIT exempt income	(37.3)	(25.0)
Non-taxable items	15.6	141.5
Residual losses	5.7	(3.9)
Total tax charge/(credit)	0.6	(1.6)

Non-taxable items include income and gains that are derived from the property rental business and are therefore exempt from UK corporation

tax in accordance with Part 12 of CTA 2010.

REIT exempt income includes property rental income that is exempt from UK corporation tax in accordance with Part 12 of CTA 2010.

The current year tax liability of £2.2 million (2022: £1.1 million) relates to tax payable on non-property profits arising in the year and

appropriation tax charges in relation to the business combination which occurred in 2019.

A deferred tax asset is not recognised for UK revenue losses or capital losses where their future utilisation is uncertain. At 31 December 2023,

the total of such losses was £41.0 million (2022: £34.1 million) and the potential tax effect of these was £10.3 million (2022: £8.5 million).

Tritax Big Box REIT plc Annual Report 2022

135Tritax Big Box REIT plc

Annual Report 2023

135

Strategic report Governance Financial statements

13. Earnings per share

Earnings per share “EPS” are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the

weighted average number of Ordinary Shares in issue during the period. . In the prior year there was a dilutive instruments outstanding and

therefore basic and diluted earnings per share are shown below.

The dilutive shares to be issued in respect of the B and C Shares is only applicable to 2022 following their settlement in 2023. The Directors had

indicated an intention to settle these 100% in cash. The calculation of basic and diluted earnings per share is based on the following:

		Weighted
	Net profit/(loss)	average
	attributable to	number of
	Ordinary	Ordinary	Earnings
	Shareholders	Shares 1	per share
For the year ended 31 December 2023	£m	’000	pence
Basic EPS	70.0	1,881,931	3.72p
Diluted EPS	70.0	1,881,931	3.72p
Adjustments to remove:
Changes in fair value of investment property	38.1
Changes in fair value of interest rate derivatives	11.2
Finance income received on interest rate derivatives	(10.2)
Share of profit from joint ventures	(0.4)
Loss on disposal of investment properties	1.6
Share of profit from joint ventures	2.3
Changes in fair value of financial asset	0.1
Impairment of intangible contract and other property assets	0.4
EPRA EPS and EPRA diluted EPS	113.1	1,881,931	6.01p
Adjustments to include:
Share-based payment charge	2.9
Fair value movement in contingent consideration	0.4
Extinguishment of B & C share liabilities	21.1
Fixed rental uplift adjustments	(6.2)
Amortisation of loan arrangement fees and intangibles (see note 11)	4.4
Finance income received on interest rate derivatives	10.2
Adjusted EPS and adjusted diluted EPS	145.9	1,881,931	7.75p

1. Based on the weighted average number of Ordinary Shares in issue throughout the year.

2. Based on the weighted average number of Ordinary Shares in issue throughout the year, plus potentially issuable dilutive shares.

3. Prior to 2023 there was minimal impact on earnings from Group’s interest rate hedges. However, due to the change of interest rates in the current year this

resulted in a large receipt from these hedging instruments. In accordance with the EPRA guidance it has been taken out of EPRA earnings however it has been

added back into adjusted earnings as this gives a better reflection of the Group’s net interest expense which is supported by cashflows.

4. This is a once-off charge in the current year relating to the B&C settlement (please refer to note 24 for further details).

Tritax Big Box REIT plc Annual Report 2022

136 Tritax Big Box REIT plc

Annual Report 2023

136

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

13. Earnings per share continued

		Weighted
	Net (loss)/profit	average
	attributable to	number of
	Ordinary	Ordinary	Earnings
	Shareholders	Shares 1	per share
For the year ended 31 December 2022	£m	’000	pence
Basic EPS	(599.4)	1,868,638	(32.08)
Diluted EPS	(599.4)	1,868,638	(32.08)
Adjustments to remove:
Changes in fair value of investment property	759.5
Changes in fair value of interest rate derivatives	(14.9)
Amortisation of other property assets	1.7
Share of profit from joint ventures	(0.5)
Impairment of intangible contract and other property assets	1.5
EPRA EPS	147.9	1,868,638	7.92
Dilutive shared based payment charge	(2.0)
Fair value movement in contingent consideration	(1.1)	14,040
Dilutive shares in respect of B and C Shareholders	—	8,775
EPRA diluted EPS	144.8	1,891,453	7.66
Adjustments to include:
Share based-payment charge	2.0
Fair value movement in contingent consideration	1.1
Fixed rental uplift adjustments	(6.1)
Share-based payments charge	1.9
Changes in fair value of contingent consideration payable	(1.1)
Amortisation of loan arrangement fees and intangibles (see note 11)	3.0
Adjusted EPS	145.6	1,868,638	7.79
Dilutive shared-based payment charge	(2.0)
Fair value movement in contingent consideration	(1.1)	14,040
Dilutive shares in respect of B and C Shareholders	—	8,775
Adjusted diluted EPS	142.5	1,891,453	7.54

1. Based on the weighted average number of Ordinary Shares in issue throughout the year.

2. Based on the weighted average number of Ordinary Shares in issue throughout the year, plus potentially issuable dilutive shares.

3. Relates to dilutive shares in respect of contingent consideration, this being the 75% of the amounts due to the B and C Shareholders that could potentially

be settled as equity. The share-based payments charges are dilutive to EPRA and Adjusted EPS only at year end.

Adjusted earnings is a performance measure used by the Board to assess the Group’s dividend payments. The metric reduces EPRA

Earnings by other non-cash items credited or charged to the Group Statement of Comprehensive Income, such as fixed rental uplift

adjustments, amortisation of loan arrangement fees and also for one-off items such as the early extinguishment of the liability to the B&C

shareholders. EPRA guidance requires the removal of cash received from interest rate hedges, but it has been added back into adjusted

earnings as this gives a better reflection of the Group’s net interest expense which is supported by cashflows.

Fixed rental uplift adjustments relate to adjustments to net rental income on leases with fixed or minimum uplifts embedded within their review

profiles. The total minimum income recognised over the lease term is recognised on a straight-line basis and therefore not fully supported by

cash flows during the early term of the lease, but this reverses towards the end of the lease.

Share-based payment charges relate to the B and C Shareholders. Whilst impacting on earnings, this value is considered capital in nature

from the perspective it relates to a B and C Share equity holding in Tritax Symmetry Limited. It is therefore removed from Adjusted earnings.

Tritax Big Box REIT plc Annual Report 2022

137Tritax Big Box REIT plc

Annual Report 2023

137

Strategic report Governance Financial statements

14. Dividends paid

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Fourth interim dividend in respect of period ended 31 December 2022 at 1.975 pence per Ordinary Share
(fourth interim for 31 December 2021 at 1.900 pence per Ordinary Share)	36.9	35.5
First interim dividend in respect of year ended 31 December 2023 at 1.750 pence per Ordinary Share
(31December 2022: 1.675 pence)	32.7	31.3
Second interim dividend in respect of year ended 31 December 2023 at 1.750 pence per Ordinary Share
(31December 2022: 1.675 pence)	32.7	31.3
Third interim dividend in respect of year ended 31 December 2023 at 1.750 pence per Ordinary Share
(31December 2022: 1.675 pence)	33.3	31.3
Total dividends paid	135.6	129.4
Total dividends paid for the year (per share)	5.250p	5.025p
Total dividends unpaid but declared for the year (per share)	2.050p	1.975p
Total dividends declared for the year (per share)	7.300p	7.000p

On 29 February 2024, the Company approved the fourth interim dividend for declaration in respect of the year ended 31 December

2023 of 2.05 pence per share payable on 2 April 2024. The total dividends declared for the year of 7.30 pence are all property income

distribution (“PID”).

15. Investment property

In accordance with IAS 40, investment property is stated at fair value as at 31 December 2023. The investment property has been

independently valued by CBRE Limited (“CBRE”) and Colliers International Valuation UK LLP (“Colliers”), both accredited independent

valuers with recognised and relevant professional qualifications and with recent experience in the locations and categories of the investment

properties being valued. CBRE values all investment property with leases attached or assets under construction. Colliers values all land

holdings and land options. The valuations have been prepared in accordance with the RICS Valuation – Global Standards July 2017 (the “Red

Book”) and incorporate the recommendations of the International Valuation Standards and the RICS Valuation – Professional Standards UK

January 2014 (Revised April 2015) which are consistent with the principles set out in IFRS 13.

The valuer, in forming its opinion, makes a series of assumptions, which are market related, such as Net Initial Yields and expected rental

values, and are based on the valuer’s professional judgement. The valuer has sufficient current local and national knowledge of the particular

property markets involved and has the skills and understanding to undertake the valuations competently. There have been no changes to the

assumptions made in the year as a result of a range of factors including the macro-economic environment, availability of debt finance and

physical and transition risks relating to climate change.

The valuers of the Group’s property portfolio have a working knowledge of the various ways that sustainability and Environmental, Social

and Governance factors can impact value and have considered these, and how market participants are reflecting these in their pricing, in

arriving at their Opinion of Value and resulting valuations as at the balance sheet date. Currently assets with the highest standards of ESG are

commanding higher rental levels, have lower future capital expenditure requirements, and are transacting at lower yields.

The valuations are the ultimate responsibility of the Directors. Accordingly, the critical assumptions used in establishing the independent

valuation are reviewed by the Board.

All corporate acquisitions during the year and prior year have been treated as asset purchases rather than business combinations because

they are considered to be acquisitions of properties rather than businesses.

	Investment	Investment	Investment
	property	property	property under
	freehold	long leasehold	construction	Total
	£m	£m	£m	£m
As at 1 January 2023	3,811.2	637.2	398.9	4,847.3
Property additions	109.1	0.1	195.8	305.0
Fixed rental uplift and tenant lease incentives	20.3	0.7	—	21.0
Disposals	(256.2)	(52.2)	—	(308.4)
Transfer of completed property to investment property	357.2	—	(357.2)	—
Transfer from land options	—	—	16.8	16.8
Change in fair value during the year	(37.3)	(4.9)	4.1	(38.1)
As at 31 December 2023	4,004.3	580.9	258.4	4,843.6

Tritax Big Box REIT plc Annual Report 2022

138 Tritax Big Box REIT plc

Annual Report 2023

138

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

15. Investment property continued

	Investment	Investment	Investment
	property	property	property under
	freehold	long leasehold	construction	Total
	£m	£m	£m	£m
As at 1 January 2022	4,208.7	812.5	227.9	5,249.1
Property additions	4.9	0.1	366.7	371.7
Fixed rental uplift and tenant lease incentives	10.4	0.7	—	11.1
Assets transferred to held for sale	—	—	(25.1)	(25.1)
Transfer of completed property to investment property	200.4	—	(200.4)	—
Change in fair value during the year	(613.2)	(176.1)	29.8	(759.5)
As at 31 December 2022	3,811.2	637.2	398.9	4,847.3

1. Included within the carrying value of investment property is £86.8 million (2022: £70.6 million) in respect of accrued contracted rental uplift income. This

balance arises as a result of the IFRS treatment of leases with fixed or minimum rental uplifts and rent-free periods, which requires the recognition of rental

income on a straight-line basis over the lease term. The difference between this and cash receipts changes the carrying value of the property against which

revaluations are measured. Also see note 6.

	31 December	31 December
	2023	2022
	£m	£m
Investment property at fair value per Group Statement of Financial Position	4,843.6	4,847.3
Assets held for sale at fair value	—	25.1
Total investment property valuation	4,843.6	4,872.4

The Group has other capital commitments which represent commitments made in respect of direct construction, asset management initiatives

and development land. The Group had also exchange to purchase an investment asset at year end (refer to note 34).

Cash received in respect of future rent-free periods represents amounts that were topped up by the vendor on acquisition of the property to

cover future rent-free periods on the lease. The valuation assumes the property to be income generating throughout the lease and therefore

includes this cash in the value.

Fees payable under the DMA totalling £nil million (2022: £2.3 million) have been capitalised in the year being directly attributable to completed

development projects during the year.

The valuation summary is set out in the Strategic Report.

Fair value hierarchy

The Group considers that all of its investment properties fall within Level 3 of the fair value hierarchy as defined by IFRS 13. There have been

no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers between Level 2 and Level 3 during

any of the periods.

The valuations have been prepared on the basis of market value, which is defined in the RICS Valuation Standards, as:

“The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an

arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”

Market value as defined in the RICS Valuation Standards is the equivalent of fair value under IFRS.

The following descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining fair values are

as follows:

Valuation techniques

The yield methodology approach is used when valuing the Group’s properties which uses market rental values capitalised with a market

capitalisation rate. This is sense-checked against the market comparable method (or market comparable approach) where a property’s fair

value is estimated based on comparable transactions in the market.

For investment property under construction and the majority of land held for development, properties are valued using a residual method

approach. Under this approach, the valuer initially assesses the investment value (using the above methodology for completed properties).

Then, the total estimated costs to complete (including notional finance costs and developer’s profit) are deducted from the value to take

into account the hypothetical purchaser’s management of the remaining development process and their perception of risk with regard to

construction and the property market (such as the potential cost overruns and letting risks). Land values are sense-checked against the

rate per acre derived from actual market transactions.

Tritax Big Box REIT plc Annual Report 2022

139Tritax Big Box REIT plc

Annual Report 2023

139

Strategic report Governance Financial statements

15. Investment property continued

Valuation techniques continued

The key unobservable inputs made in determining fair values are as follows:

Unobservable input: estimated rental value (“ERV”)

The rent per square foot at which space could be let in the market conditions prevailing at the date of valuation.

Passing rents are dependent upon a number of variables in relation to the Group’s property. These include: size, location, tenant covenant

strength and terms of the lease.

Unobservable input: Net Initial Yield

The Net Initial Yield is defined as the initial gross income as a percentage of the market value (or purchase price as appropriate) plus standard

costs of purchase.

			Unobservable Inputs
			Net Initial	Net Initial
	ERV range	ERV average	Yield range	Yield average
31 December 2023	£ psf	£ psf	%	%
South East	5.46 – 16.81	10.2	3.86 – 5.82	4.77
South West	6.50 – 6.50	6.5	4.75 – 4.75	4.75
East Midlands	6.39 – 11.25	7.9	3.75 – 5.82	4.72
West Midlands	6.82 – 9.96	8.1	3.27 – 6.00	4.54
Yorkshire and the Humber	6.20 – 8.00	7.0	4.32 – 6.00	4.96
North East	3.91 – 4.25	4.1	4.75 – 4.83	4.79
North West	5.00 – 11.25	7.9	4.23 – 5.75	4.90

		Unobservable Inputs
			Net Initial	Net Initial
	ERV range	ERV average	Yield range	Yield average
31 December 2022	£ psf	£ psf	%	%
South East	5.46 – 15.12	10.2	3.65 – 5.66	4.55
South West	6.50 – 7.00	6.8	4.00 – 4.85	4.43
East Midlands	5.75 – 11.25	7.3	3.60 – 5.82	4.52
West Midlands	6.33 – 8.54	7.1	4.10 – 6.00	4.78
Yorkshire and the Humber	5.96 – 7.25	6.6	4.30 – 5.25	4.68
North East	3.91 – 4.25	4.1	4.63 – 4.80	4.72
North West	4.95 – 11.25	7.0	4.05 – 6.31	4.84

Sensitivities of measurement of significant unobservable inputs

As set out within significant accounting estimates and judgements above, the Group’s property portfolio valuation is open to judgements

and is inherently subjective by nature.

As a result the following sensitivity analysis has been prepared:

	-5% in	+5% in	+0.25%	-0.25%
	passing rent	passing rent	Net Initial Yield	Net Initial Yield
	£m	£m	£m	£m
(Decrease)/increase in the fair value of investment properties
as at 31 December 2023	(229.3)	229.3	(238.2)	265.9
(Decrease)/increase in the fair value of investment properties as at 31 December 2022	(226.7)	226.7	(243.6)	273.0

The above includes data from the standing portfolio and does not include data from investment properties under construction. No reasonable

change in unobservable input in relation to Investment properties under construction would have a material impact on the carrying value of

investment properties.

16. Investment in land options

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Opening balance	157.4	201.5
Costs capitalised in the year	16.8	13.0
Transferred to investment property	(16.8)	(57.1)
Closing balance	157.4	157.4

The average maturity date across land options held is approximately eight years (2022: eight years) term remaining. Fees payable under the

DMA totalling £5.9 million (2022: £3.4 million) have been capitalised in the year, being directly attributable to the ongoing development projects.

Tritax Big Box REIT plc Annual Report 2022

140 Tritax Big Box REIT plc

Annual Report 2023

140

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

17. Investment in joint ventures

As at 31 December 2023 the Group has two joint ventures which have been equity accounted for. There were no equity accounted joint

ventures prior to the acquisition of Tritax Symmetry in February 2019.

The Group has the following joint ventures as at 31 December 2023:

		Country of
	Principal activity	incorporation	Ownership	Joint venture partner
HBB (J16) LLP	Property development	UK	50%	HB Midway Limited
Magnitude Land LLP	Property investment	UK	50%	Pochin Midpoint Limited

The registered office for the above joint ventures is: Unit B, Grange Park Court, Roman Way, Northampton, England NN4 5EA.

		31 December 2023		31 December 2022
	Total 100%	Group’s share	Total 100%	Group’s share
Net investment	£m	£m	£m	£m
As at 1 January 2023	54.4	27.2	51.2	25.6
Total comprehensive income	0.8	0.4	1.0	0.5
Impairment of JV asset	(4.6)	(2.3)	(2.4)	(1.2)
Capital repaid	(1.6)	(0.8)	(1.0)	(0.5)
Cash contributed	0.6	0.3	5.6	2.8
As at 31 December 2023	49.6	24.8	54.4	27.2

The joint ventures have a 31 December year end. The aggregate amounts recognised in the Group Statement of Financial Position and

Statement of Comprehensive Income are as follows:

Comprehensive Income Statement

		31 December 2023		31 December 2022
	Total 100%	Group’s share	Total 100%	Group’s share
Year ended 31 December 2023	£m	£m	£m	£m
Net income	0.8	0.4	1.0	0.5
Administrative expenses	—	—	—	—
Profit before taxation	0.8	0.4	1.0	0.5
Taxation	—	—	—	—
Total comprehensive profit	0.8	0.4	1.0	0.5

Statement of Financial Position

				31 December 2023 31 December 2022
	Total 100%	Group’s share	Total 100%	Group’s share
As at 31 December 2023	£m	£m	£m	£m
Investment property	4.8	2.4	4.8	2.4
Options to acquire land	43.2	21.6	52.8	26.4
Non-current assets	48.0	24.0	57.6	28.8
Other receivables	—	—	0.4	0.2
Cash	1.9	1.0	0.2	0.1
Current assets	1.9	1.0	0.6	0.3
Trade and other payables	(0.3)	(0.2)	(3.8)	(1.9)
Current liabilities	(0.3)	(0.2)	(3.8)	(1.9)
Net Assets	49.6	24.8	54.4	27.2

18. Assets held for sale

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Assets held for sale	—	25.1

Assets held for sale in the prior year related to investment property for which there was Board approval to dispose of at the year-end date and

the intention is to dispose of these assets within 12 months. These assets were disposed of on 18 January 2023. There are no assets currently

been held for sale at 31 December 2023.

Tritax Big Box REIT plc Annual Report 2022

141Tritax Big Box REIT plc

Annual Report 2023

141

Strategic report Governance Financial statements

19. Investments

The Group comprises a number of Special Purpose Vehicle “SPV” subsidiaries. All SPV subsidiaries that form these financial statements are

noted within the Company financial statements in note 5.

20. Trade and other receivables

	Year ended	Year ended
	31 December	31 December
	2023	2022
Non-current trade and other receivables	£m	£m
Cash in public institutions	1.0	2.0

The cash in public institutions is a deposit of £1.0 million paid by certain tenants to the Company, as part of their lease agreements.

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Trade receivables	9.4	16.4
Prepayments, accrued income and other receivables	7.4	2.9
VAT	5.2	5.6
	22.0	24.9

The carrying value of trade and other receivables classified at amortised cost approximates fair value. The decrease in trade receivables in the

period was due to a decrease in receivables relating to DMA projects.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade

receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar credit risk and ageing.

The expected loss rates are based on the Group’s historical credit losses experienced over the three-year period prior to the year end. The

historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s customers.

The expected credit loss provision as at 31 December 2023 was £0.3 million (31 December 2022: £0.3 million). No reasonably possible

changes in the assumptions underpinning the expected credit loss provision would give rise to a material expected credit loss.

21. Cash held at bank

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Cash and cash equivalents to agree with cash flow	36.2	47.4
Restricted cash	0.2	0.2
	36.4	47.6

Restricted cash is cash where there is a legal restriction to specify its type of use, i.e. this may be where there is a joint arrangement with a

tenant under an asset management initiative.

Cash and cash equivalents reported in the Consolidated Statement of Cash Flows totalled £36.2 million (2022: £47.4 million) as at the year

end, which excludes long-term restricted and ring-fenced cash deposits totalling £0.2 million (2022: £0.2 million). Total cash held at bank

as reported in the Group Statement of Financial Position is £36.4 million (2022: £47.6 million).

22. Trade and other payables

	Year ended	Year ended
	31 December	31 December
	2023	2022
Non-current trade and other payables	£m	£m
Other payables	1.0	2.0

	Year ended	Year ended
	31 December	31 December
	2023	2022
	£m	£m
Trade and other payables	57.4	75.0
Bank loan interest payable	9.3	6.5
Deferred consideration	4.8	—
Accruals	35.4	29.7
	106.9	111.2

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

Tritax Big Box REIT plc Annual Report 2022

142 Tritax Big Box REIT plc

Annual Report 2023

142

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

23. Business combination

The Group acquired an 87% economic interest in Tritax Symmetry on 19 February 2019, a development group with ownership of a

combination of land and land options.

The B and C Shares issued to Symmetry Management Shareholders were treated as a combination of both contingent consideration for the

acquisition of a 13% economic interest in the Symmetry portfolio and a 13% economic right held to their share of future performance of the

Tritax Symmetry Development assets. This was as a result of certain vesting conditions attached to the B and C Shares over the first five years

of the contract (see note 24 below).

A non-controlling interest was not recognised at the acquisition date for the 13% economic interest held by the Symmetry Management

Shareholders due to the put and call options attached to the shares issued.

In August 2023, the Group completed the early buy-back of the 13% non-controlling interest in Tritax Symmetry. The Group paid £66.6 million

for this interest, via a combination of cash and shares, thus settling the B and C liability which was carried on the Statement of Financial

Position at £45.5 million, therefore incurring an accelerated early extinguishment charge of £21.1 million (see note 24 below).

The early buyback of the 13% non-controlling interest means that the full future value created within the Symmetry portfolio will now accrue to

the Group.

24. Amounts due to B and C Shareholders

Amounts due to B and C Shareholders comprise the fair value of the contingent consideration element of B and C Shares along with the fair

value of the obligation under the cash settled share-based payment element of B and C Shares.

Amounts due to B and C Shareholders are detailed in the table below:

	Contingent	Share-based
	consideration	payment	Extinguishment	Fair value
31 December 2023	£m	£m	£m	£m
Opening balance	25.6	16.6	—	42.2
Fair value movement recognised	0.4	—	—	0.4
Share-based payment charge	—	2.9	—	2.9
Extinguishment of B and C share liabilities	—	—	21.1	21.1
Settlement of liabilities	(26.0)	(19.5)	(21.1)	(66.6)
Closing balance	—	—	—	—

	Contingent	Share-based
	consideration	payment	Extinguishment	Fair value
31 December 2022	£m	£m	£m	£m
Opening balance	26.7	14.7	—	41.4
Fair value movement recognised	(1.1)	—	—	(1.1)
Share-based payment charge	—	1.9	—	1.9
Closing balance	25.6	16.6	—	42.2

The Group considers that the amounts due to the B and C Shareholders fall within Level 3 of the fair value hierarchy as defined by IFRS 13.

There have been no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers between Level 2 and

Level 3 during any of the periods.

1. Contingent consideration

The B and C Shares vested over a five-year period and require the Symmetry Management Shareholders to, amongst other things, remain

in the employment of the Symmetry ManCo for the vesting period. The value of the amount due (subject to certain vesting conditions) is the

lower of 50% of the adjusted NAV of Tritax Symmetry at the relevant future point in time and the value of the B and C Shares at the original

completion date. Based on the above, the range of possible outcome was between £nil to £38 million. In accordance with IFRS 3 “Business

Combinations” the unconditional amount due under shareholders agreement is accounted for as contingent consideration.

The adjusted NAV of Tritax Symmetry is the NAV of Tritax Symmetry at the reporting date, adjusted for various matters impacting on the fair

value of those land options where planning permission has been obtained but the land has not been acquired along with the elimination of

profits created from the Tritax Symmetry investment assets.

2. Share-based payment

In accordance with IFRS 3 “Business Combinations” the requirement to remain in continued employment in order to realise the full value of the

B and C Shares has resulted in the excess value (over and above the amount recognised as contingent consideration) being accounted for as

payments for post combination services which reflect the 13% economic right held to their share of future performance of the Tritax Symmetry

Development assets over and above the completion NAV. The amount due to Symmetry Management Shareholders is based on the adjusted

NAV of Tritax Symmetry and is settled in cash to the value of 25% with the balance settled in either cash and/or shares in the Company, at the

sole discretion of the Company.

The fair value of the B and C Shares has been calculated using a Monte Carlo simulation model, for the cash settled element of the liability.

This approach has the benefits of being flexible and not reliant on a single case scenario and removes the inherent difficulties with determining

discount rate to assign to a particular class of share as the risk would change every time the NAV moved. The change in volatility assumptions

does not lead to a significant change in the resulting fair values of the B and C Shares because there are limited hurdles attached to them and

it is assumed that all will be exercised at some point over the eight-year horizon. The key unobservable inputs for the Monte Carlo simulation

purposes are the Net Initial Yield of completed developments, future costs of debt and the timing of the completion of the developments.

Tritax Big Box REIT plc Annual Report 2022

143Tritax Big Box REIT plc

Annual Report 2023

143

Strategic report Governance Financial statements

24. Amounts due to B and C Shareholders continued

2. Share-based payment continued

Amounts due to B and C Shareholders are shown as a liability at fair value in the Group Statement of Financial Position. The liability is fair

valued at each reporting date with a corresponding charge recognised in the Group profit or loss over the vesting period. For the year ended

31 December 2023, £2.9 million (2022: £1.9 million) was charged in the Group profit or loss for the share-based payment.

3. Extinguishment of B and C Shares

In August 2023, the Group completed the acquisition of the 13% Symmetry Management Shareholders’ equity interest in Tritax Symmetry

Holdings Limited “TSHL”, which formed part of the contingent consideration following its acquisition in February 2019.

The B and C Non-Hurdle Shares in TSHL, were acquired for a total consideration of £65.0 million, and were settled through a combination

of cash and the issue of new Ordinary Shares in the Company, upon which meant the founding Directors (excluding Andrew Dickman) fully

stepped away from the business.

In conjunction, the Group also purchased the remaining C Hurdle Shares in TSHL, awarded under the previous arrangements, valued at £1.6

million as at 30 June 2023, also for a combination of cash and the issue of new Ordinary Shares.

The total consideration paid was £66.6 million. Subsequently £49.6 million was invested into 34.9 million new Ordinary Shares issued at a

price of 142 pence per share.

Under the previous arrangement, the Company had an ability to buyback the remaining B and C Shares post December 2026, therefore

this, was in part, an acceleration of the charge to EPRA NTA that would have been expected to be charged during the period June 2023 to

December 2026.

Following the acquisition, the full quota of B and C Shares (equivalent to the 13% equity interest) were extinguished and the Company

now owns 100% of TSHL and the full economic rights to all future value created from the Symmetry development portfolio. The B and C

Share liability recognised within the Statement of Financial Position, as at 30 June 2023, was £45.1 million and therefore a resultant early

extinguishment charge has been recognised in the Statement of Comprehensive Income of £21.1 million during the year.

The charge expected to EPRA NTA resulting from the early settlement, including the issue of the new Ordinary Shares amounts to

approximately 1.8 pence, or 1.0% of EPRA NTA.

25. Borrowings

The Group has a £300 million unsecured revolving credit facility (“RCF”) with a syndicate of relationship lenders formed of large multi-national

banks which terminates on 14 June 2026.

In October 2023, the Group agreed a new £500 million revolving credit facility (“New RCF”) which terminates on 12 October 2028. The new

RCF is available for general corporate purposes and was used to refinance the Group’s previous £450 million revolving credit facility.

The new RCF may be extended to a maximum seven-year term, subject to the lender’s consent. The new RCF also contains an uncommitted

£200 million accordion option. The new RCF incorporates four sustainability linked performance KPIs which align with our updated ESG

targets and sustainability strategy.

As the £450 million RCF facility was discharged and new RCF was opened with new lenders and different terms the change was not deemed

to be a modification under IFRS 9, but rather an extinguishment of the old facility and the recognition of a new facility at fair value.

The Group, as per the Group’s Green Finance Framework, has a £250 million unsecured Green Bond, maturing on 27 November 2033. The

notes have an interest rate of 1.5%. An amount equivalent to the net proceeds of each Green Finance Transaction (“GFT”) has been used to

acquire, finance or refinance, in whole or in part, new or existing Eligible Green Projects (“EGPs”) that met the Eligibility Criteria. The Group had

published a Green Finance Report in 2021 that detailed the allocation of net proceeds of Green Finance Transactions and associated impact

metrics during the year.

As at 31 December 2023, 61% (2022: 62%) of the Group’s debt facility commitments are fixed term, with 39% floating term (2022: 38%). When

including interest rate hedging the Group has fixed term or hedged facilities totalling 96% of drawn debt (see note 26).

As at 31 December 2023, the weighted average cost of debt was 2.93% (2022: 2.57%). As at the same date the Group had undrawn debt

commitments of £531.0 million.

The Group has been in compliance with all of the financial covenants across the Group’s bank facilities as applicable throughout the period

covered by these financial statements.

The London Interbank Offered Rate (LIBOR) was phased out from the end of 2021 and has been replaced by various alternative risk-free-rates

(RFRs) across the Global Financial Markets. The cessation of LIBOR took effect from 31 December 2021, this is an industry-wide change

driven by the regulators. Financial regulatory authorities had expressed their concern that the interbank lending market which LIBOR is

intended to reflect is no longer sufficiently active or liquid.

As a result and during the prior year, the Company transitioned all of its borrowings subject to a variable rate of interest from LIBOR to SONIA.

SONIA is an overnight rate, whereas LIBOR was a term rate. SONIA is close to a risk-free measure of borrowing costs. It is compounded over

a lending period to produce a backward-looking term interest rate.

Tritax Big Box REIT plc Annual Report 2022

144 Tritax Big Box REIT plc

Annual Report 2023

144

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

25. Borrowings continued

From 1 January 2022, all borrowings under these agreements attract an interest rate of the borrowing margin, plus SONIA, plus a credit

adjustment spread equal to 11.93 bps. The only exception is the interest on the new £500 million RCF is calculated at a rate of the borrowing

margin plus SONIA. A summary of the drawn and undrawn bank borrowings in the year is shown below:

Bank borrowings

	Bank borrowings	Bank borrowings
	drawn	undrawn	Total
	£m	£m	£m
As at 1 January 2023	479.9	483.0	962.9
Bank borrowings drawn in the year under existing facilities	215.0	(215.0)	—
Bank borrowings repaid in the year under existing facilities	(260.0)	260.0	—
Cancellation of bank borrowing facility	(147.0)	(303.0)	(450.0)
New bank borrowing facility	194.0	306.0	500.0
As at 31 December 2023	481.9	531.0	1,012.9

	Bank borrowings	Bank borrowings
	drawn	undrawn	Total
	£m	£m	£m
As at 1 January 2022	212.9	550.0	762.9
Bank borrowings drawn in the year under existing facilities	319.0	(319.0)	—
Bank borrowings repaid in the year under existing facilities	(52.0)	52.0	—
Extension of existing facilities	—	200.0	200.0
As at 31 December 2022	479.9	483.0	962.9

Any associated fees in arranging the bank borrowings and loan notes that are unamortised as at the year end are offset against amounts

drawn on the facilities as shown in the table below:

Bank borrowings drawn

	31 December	31 December
	2023	2022
	£m	£m
Bank borrowings drawn: due in more than one year	481.9	479.9
Less: unamortised costs on bank borrowings	(7.2)	(5.1)
	474.7	474.8

Loan notes

	31 December	31 December
	2023	2022
Bonds	£m	£m
2.625% Bonds 2026	249.7	249.6
3.125% Bonds 2031	248.0	247.8
2.860% USPP 2028	250.0	250.0
2.980% USPP 2030	150.0	150.0
1.500% Green Bonds 2033	247.1	246.7
Less: unamortised costs on loan notes	(4.3)	(5.0)
	1,140.5	1,139.1

The weighted average term to maturity of the Group’s debt as at the year end is 5.2 years (31 December 2022: 5.4 years).

Maturity of borrowings

	31 December	31 December
	2023	2022
	£m	£m
Repayable between one and two years	—	164.0
Repayable between two and five years	909.9	443.0
Repayable in over five years	722.0	1,022.9
	1,631.9	1,629.9

26. Financial instruments and fair values

26.1. Financial assets

	31 December	31 December
	2023	2022
	£m	£m
Non-current assets: financial asset	2.3	—

Tritax Big Box REIT plc Annual Report 2022

145Tritax Big Box REIT plc

Annual Report 2023

145

Strategic report Governance Financial statements

26. Financial instruments and fair values continued

26.1. Financial assets continued

On 31 March 2023, the Group purchased a 4% interest after the disposal of certain investment properties. The asset is valued using Level 2

observable inputs.

	31 December	31 December
	2023	2022
	£m	£m
Financial asset valuation brought forward	—	—
Additions	2.4	—
Changes in fair value of financial asset	(0.1)	—
	2.3	—

26.2 Interest rate derivatives

To mitigate the interest rate risk that arises as a result of entering into variable rate loans, the Group has entered into a number of interest rate

derivatives. A number of interest rate caps and one interest rate swap have been taken out in respect of the Group’s variable rate debt to

fix or cap the rate to which compounded SONIA can rise. These run coterminous to the initial term of the respective loans. With effect from

1 January 2022, the interest rate derivatives have been transitioned to SONIA, as this is the risk free rate now adopted by the Group’s variable

rate loan facilities.

The weighted average capped rate, excluding any margin payable, for the Group as at the year end was 2.43% (2022: 1.19%), which effectively

caps the level to which SONIA can rise to £249.3 million (2022: £299.3 million) of notional hedged debt, therefore limiting any effect on the

Group of an interest rate rise across this notional amount. The interest rate derivatives mean that 96% of the Group’s drawn borrowings at the

year end have an all-inclusive interest rate payable of 2.93% (2022: 2.57%). The total premium payable in the year towards securing the interest

rate caps was £2.4 million (2022: £3.2 million).

It is the Group’s target to hedge at least 90% of the total drawn debt portfolio either using interest rate derivatives or entering fixed-rate loan

arrangements. As at the year-end date the total proportion of drawn debt either hedged via interest rate derivatives or subject to fixed-rate

loan agreements equated to 95.7%, as shown below:

	31 December	31 December
	2023	2022
	£m	£m
Non-current assets: financial asset	11.1	19.9

The interest rate derivatives are valued by the relevant counterparty banks on a quarterly basis in accordance with IFRS 9. Any movement in

the mark-to-market values of the derivatives are taken to the Group profit or loss.

	31 December	31 December
	2023	2022
	£m	£m
Interest rate derivative valuation brought forward	19.9	1.8
Premium paid	2.4	3.2
Changes in fair value of interest rate derivatives	(11.2)	14.9
	11.1	19.9

	31 December	31 December
	2023	2022
	Drawn £m	Drawn £m
Total borrowings drawn (note 25)	1,631.9	1,629.9
Notional value of effective interest rate derivatives and fixed-rates loans	1,561.4	1,612.9
Proportion of hedged debt	95.7%	99.0%

Fair value hierarchy

The fair value of Group’s interest rate derivatives is recorded in the Group Statement of Financial Position and is determined by forming an

expectation that interest rates will exceed strike rates and discounting these future cash flows at the prevailing market rates as at the year end.

This valuation technique falls within Level 2 of the fair value hierarchy as defined by IFRS 13. There have been no transfers between Level 1

and Level 2 during any of the years, nor have there been any transfers between Level 2 and Level 3 during any of the years.

27. Financial risk management

Financial instruments

The Group’s principal financial assets and liabilities are those that arise directly from its operations: trade and other receivables, trade and

other payables and cash held at bank. The Group’s other principal financial assets and liabilities are amounts due to B and C Shareholders,

bank borrowings and interest rate derivatives. The main purpose of bank borrowings and derivatives is to finance the acquisition and

development of the Group’s investment property portfolio and hedge against the interest rate risk arising.

Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are carried in the

financial statements:

Tritax Big Box REIT plc Annual Report 2022

146 Tritax Big Box REIT plc

Annual Report 2023

146

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

27. Financial risk management continued

Financial instruments continued

	Book value	Fair value	Book value	Fair value
	31 December	31 December	31 December	31 December
	2023	2023	2022	2022
	£m	£m	£m	£m
Financial assets
Interest rate derivatives	11.1	11.1	19.9	19.9
Trade and other receivables	9.4	9.4	17.2	17.2
Cash held at bank	36.4	36.4	47.6	47.6
Financial liabilities
Trade and other payables	90.1	90.1	87.3	87.3
Amounts due to B and C Shareholders	—	—	42.2	42.2
Borrowings	1,626.7	1,485.3	1,624.0	1,402.8

1. Excludes certain VAT, prepayments and other debtors.

2. Excludes tax and VAT liabilities.

Financial assets, interest rate derivatives and amounts due to B and C Shareholders are the only financial instruments measured at fair value

through profit and loss. All other financial assets and all financial liabilities are measured at amortised cost. All financial instruments were

designated in their current categories upon initial recognition.

The following table sets out the fair value of those financial liabilities measured at amortised cost where there is a difference between book

value and fair value.

			Quoted prices in	Significant	Significant
			active markets	observable inputs	unobservable
		Total	(Level 1)	(Level 2)	inputs (Level 3)
	Date of valuation	£m	£m	£m	£m
Borrowings	31 December 2023	1,165.4	1,012.1	153.3	—
Borrowings	31 December 2022	1,084.9	941.1	143.8	—

The Group has two fixed-rate loans totalling £162.0 million, provided by PGIM (£90.0 million) and Canada Life (£72.0 million). The fair value is

determined by comparing the discounted future cash flows using the contracted yields with the reference gilts plus the margin implied. The

reference gilts used were the Treasury 1.25% 2027 Gilt and Treasury 4.75% 2030 Gilt respectively, with an implied margin that is unchanged

since the date of fixing. The loans are considered to be a Level 2 fair value measurement. For all other bank loans there is considered no other

difference between fair value and carrying value.

The fair value of financial liabilities traded on active liquid markets, including the 2.625% Bonds 2026, 3.125% Bonds 2031, 1.5% Bonds

2033, 2.860% USPP 2028 and 2.980% USPP 2030, is determined with reference to the quoted market prices. These financial liabilities are

considered to be a Level 1 fair value measure.

The fair value of the financial liabilities at Level 1 fair value measure were £1,012.1 million (2022: £941.1 million) and the financial liabilities at

Level 2 fair value measure were £153.3 million (2022: £143.8 million).

Risk management

The Group is exposed to market risk (including interest rate risk), credit risk and liquidity risk. The Board of Directors oversees the

management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks that are summarised below.

Market risk

Market risk is the risk that the fair values of financial instruments will fluctuate because of changes in market prices. The financial instruments

held by the Group that are affected by market risk are principally the Group’s cash balances and bank borrowings along with a number of

interest rate derivatives entered into to mitigate interest rate risk.

The Group monitors its interest rate exposure on a regular basis. A sensitivity analysis performed to ascertain the impact on the Group profit

or loss and net assets of a 100 basis point shift in interest rates would result in an increase of £3.2 million (2022: £3.2 million) or a decrease of

£3.2 million (2022: £3.2 million).

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial

loss. The Group is exposed to credit risks from both its leasing activities and financing activities, including deposits with banks and financial

institutions. Credit risk is mitigated by tenants being required to pay rentals in advance under their lease obligations. The credit quality of the

tenant is assessed based on an extensive credit rating scorecard at the time of entering into a lease agreement.

Outstanding trade receivables are regularly monitored. The maximum exposure to credit risk at the reporting date is the carrying value of each

class of financial asset. We conduct ongoing covenant analysis of our customers and strengthened our team to support this work during the

period. The analysis combines publicly available financial and trading information with our own observations and customer conversations as

well as the opinions of third-party professionals to form a view over the credit risk of counter-parties under our leases.

Trade receivables

Trade receivables, primarily tenant rentals, are presented in the Group Statement of Financial Position net of allowances for doubtful

receivables and are monitored on a case by case basis. Credit risk is primarily managed by requiring tenants to pay rentals in advance and

performing tests around strength of covenant prior to acquisition and on an ongoing annual basis.

Tritax Big Box REIT plc Annual Report 2022

147Tritax Big Box REIT plc

Annual Report 2023

147

Strategic report Governance Financial statements

27. Financial risk management continued

Credit risk related to financial instruments and cash deposits

One of the principal credit risks of the Group arises with the banks and financial institutions. The Board of Directors believes that the credit risk

on short-term deposits and current account cash balances is limited because the counterparties are banks, which are committed lenders to

the Group, with high credit ratings assigned by international credit-rating agencies.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital, the finance charges, principal repayments on its borrowings and its

commitments under Forward Funded Development arrangements. It is the risk that the Group will encounter difficulty in meeting its financial

obligations as they fall due, as the majority of the Group’s assets are property investments and are therefore not readily realisable. The Group’s

objective is to ensure it has sufficient available funds for its operations and to fund its capital expenditure. This is achieved by continuous monitoring

of forecast and actual cash flows by management, ensuring it has appropriate levels of cash and available drawings to meet liabilities as they fall due.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:

			Between	Between	More than
	<3 months	3-12 months	1-2 years	2-5 years	5 years	Total
	£m	£m	£m	£m	£m	£m
31 December 2023
Borrowings	13.7	41.0	54.6	1,033.8	832.1	1,975.2
Amounts due to B and C Shareholders	—	—	—	—	—	—
Trade and other payables	106.9	—	—	—	1.0	107.9
	120.6	41.0	54.6	1,033.8	833.1	2,083.1
31 December 2022
Borrowings	12.3	36.7	212.6	469.7	1,178.8	1,910.1
Amounts due to B and C Shareholders	—	—	—	42.2	—	42.2
Trade and other payables	111.2	—	—	—	2.0	113.2
	123.5	36.7	212.6	511.9	1,180.8	2,065.5

Included within the contracted payments is £343.2 million (2022: £280.2 million) of loan interest payable up to the point of maturity across

the facilities.

28. Capital management

The Board, with the assistance of the Investment Manager, monitors and reviews the Group’s capital so as to promote the long-term success

of the business, facilitate expansion and to maintain sustainable returns for Shareholders. The Group considers proceeds from share

issuances, bank borrowings and retained earnings as capital. The Group’s policy on borrowings is as set out below:

The level of borrowing will be on a prudent basis for the asset class, and will seek to achieve a low cost of funds, while maintaining flexibility in

the underlying security requirements, and the structure of both the portfolio and the REIT Group.

The Directors intend that the Group will maintain a conservative level of aggregate borrowings with a medium-term target of 30%–35% of the

Group’s gross assets.

The Group has complied with all covenants on its borrowings up to the date of this report. All of the targets mentioned above sit comfortably

within the Group’s covenant levels, which include loan to value (“LTV”), interest cover ratio and loan to projected project cost ratio. The Group

LTV at the year end was 31.6% (2022: 31.2%) and there is substantial headroom within existing covenants.

Debt is drawn at the asset and corporate level, subject to the assessment of the optimal financing structure for the Group and having

consideration to key metrics including lender diversity, debt type and maturity profiles.

29. Equity reserves

Share capital

The share capital relates to amounts subscribed for share capital at its nominal value:

	31 December	31 December	31 December	31 December
	2023	2023	2022	2022
Issued and fully paid at 1 pence each	Number	£m	Number	£m
Balance at beginning of year – £0.01 Ordinary Shares	1,868,826,992	18.7	1,867,781,310	18.7
Shares issued in relation to extinguishment of share based payments	34,911,333	0.3	—	—
Shares issued in relation to management contract	—	—	1,045,682	—
Balance at end of year	1,903,738,325	19.0	1,868,826,992	18.7

Share premium

The share premium relates to amounts subscribed for share capital in excess of its nominal value.

Tritax Big Box REIT plc Annual Report 2022

148 Tritax Big Box REIT plc

Annual Report 2023

148

Strategic report Governance Financial statements

Notes to the Consolidated Accounts continued

29. Equity reserves continued

Capital reduction reserve

In 2015, 2018 and 2023, the Company by way of Special Resolution cancelled the then value of its share premium account, by an Order of the

High Court of Justice, Chancery Division. As a result of these cancellations, £422.6 million, £932.4 million and £764.4 million respectively were

transferred from the share premium account into the capital reduction reserve account. The capital reduction reserve account is classed as a

distributable reserve. Movements in the current year relate to dividends paid.

Retained earnings

Retained earnings relates to all net gains and losses not recognised elsewhere.

30. Net asset value (“NAV”) per share

Basic NAV per share is calculated by dividing net assets in the Group Statement of Financial Position attributable to ordinary equity holders of

the Parent by the number of Ordinary Shares outstanding at the end of the year. As there are dilutive instruments outstanding, both basic and

diluted NAV per share are shown below.

	31 December	31 December
	2023	2022
	£m	£m
Net assets per Group Statement of Financial Position	3,334.0	3,350.0
EPRA NTA	3,372.5	3,370.8
Ordinary Shares:
Issued share capital (number)	1,903,738,325	1,868,826,992
Basic and dilutive net asset value per share	175.13p	179.25p

		31 December 2023			31 December 2022
	EPRA NTA	EPRA NRV	EPRA NDV	EPRA NTA	EPRA NRV	EPRA NDV
	£m	£m	£m	£m	£m	£m
NAV attributable to Shareholders	3,334.0	3,334.0	3,334.0	3,350.0	3,350.0	3,350.0
Revaluation of land options	26.5	26.5	26.5	20.4	20.4	20.4
Mark-to-market adjustments of derivatives	13.1	13.1	—	1.8	1.8	—
Intangibles	(1.1)	—	—	(1.4)	—	—
Fair value of debt	—	—	141.4	—	—	221.1
Real estate transfer tax	—	342.3	—	—	387.4	—
NAV	3,372.5	3,715.9	3,501.9	3,370.8	3,759.6	3,591.5
NAV and Dilutive NAV per share	177.15p	195.19p	183.95p	180.37p	201.17p	192.17p

1. EPRA NTA and EPRA NDV reflect IFRS values which are net of real estate transfer tax “RETT”. RETT are added back when calculating EPRA NRV.

See Notes to EPRA NAV calculations for further details.

31. Operating leases

The future minimum lease payments under non-cancellable operating leases receivable by the Group are as follows:

	Less than	Between	Between	Between	Between	More than
	1 year	1 and 2 years	2 and 3 years	3 and 4 years	4 and 5 years	5 years	Total
	£m	£m	£m	£m	£m	£m	£m
31 December 2023	201.9	204.5	199.3	195.1	179.6	1,808.5	2,788.9
31 December 2022	197.3	195.3	191.0	183.3	179.7	1,836.1	2,782.7

The majority of the Group’s investment properties are leased to single tenants, some of which have guarantees attached, under the terms

of a commercial property lease. Each has upward-only rent reviews that are linked to either RPI/CPI, open market or with fixed uplifts. The

weighted average unexpired lease term is 11.4 years (2022: 12.6 years).

32. Transactions with related parties

For the year ended 31 December 2023, all Directors and some of the Members of the Manager are considered key management personnel.

The terms and conditions of the Investment Management Agreement are described in the Management Engagement Committee Report.

Details of the amount paid for services provided by Tritax Management LLP (“the Manager”) are provided in note 8.

The total amount outstanding at the year end relating to the Investment Management Agreement was £5.6 million (2022: £6.7 million).

The total expense recognised in the Group profit or loss relating to share-based payments under the Investment Management Agreement

was £4.5 million (2022: £5.3 million), of which £2.3 million (2022: £2.7 million) was outstanding at the year end.

Details of amounts paid to Directors for their services can be found within the Directors’ Remuneration Report.

Tritax Big Box REIT plc Annual Report 2022

149Tritax Big Box REIT plc

Annual Report 2023

149

Strategic report Governance Financial statements

32. Transactions with related parties continued

During the year the six Members of the Manager included Colin Godfrey, James Dunlop, Henry Franklin, Petrina Austin, Bjorn Hobart and

Frankie Whitehead.

During the year the Directors who served during the year received the following dividends; Aubrey Adams: £17,340 (2022: £16,240), Alastair

Hughes: £3,358 (2022: £3,001), Richard Laing: £3,613 (2022: £3,463), Karen Whitworth: £2,218 (2022: £2,126), Wu Gang: £188 (2022: £87)

and Elizabeth Brown: £1,255 (2022: £469). See note 9 and Directors’ Remuneration Report for further details.

During the year the Members of the Manager received the following dividends: Colin Godfrey: £196,830 (2022: £174,834), James Dunlop:

£194,074 (2022: £170,516), Henry Franklin: £144,283 (2022: £127,643), Petrina Austin: £25,334 (2022: £21,777), Bjorn Hobart: £29,198

(2022: £24,623) and Frankie Whitehead: £13,766 (2022: £10,470).

33. Reconciliation of liabilities to cash flows from financing activities

		Derivative
		financial
	Borrowings	instruments	Loan notes	Total
	£m	£m	£m	£m
Balance on 1 January 2023	474.8	(19.9)	1,139.1	1,594.0
Cash flows from financing activities:
Bank borrowings advanced	409.0	—	—	409.0
Bank borrowings repaid	(407.0)	—	—	(407.0)
Interest rate cap premium paid	—	(2.4)	—	—
Loan arrangement fees paid	(5.1)	—	—	(5.1)
Non-cash movements:
Change in creditors for loan arrangement fees payable	0.1	—	—	0.1
Amortisation of loan arrangement fees	2.9	—	1.4	4.3
Fair value movement	—	11.2	—	11.2
Balance on 31 December 2023	474.7	(11.1)	1,140.5	1,604.1

In addition to the above cash flow movements in borrowings, interest was also paid of £47.9 million (2022: £35.8 million); this is included in the

movement in accruals.

		Derivative
		financial
	Borrowings	instruments	Loan notes	Total
	£m	£m	£m	£m
Balance on 1 January 2022	207.6	(1.8)	1,137.6	1,343.4
Cash flows from financing activities:
Bank borrowings advanced	319.0	—	—	319.0
Bank borrowings repaid	(52.0)	—	—	(52.0)
Interest rate cap premium paid	—	(3.2)	—	(3.2)
Loan arrangement fees paid	(1.5)	—	0.1	(1.4)
Non-cash movements:
Change in creditors for loan arrangement fees payable	—	—	0.1	0.1
Amortisation of loan arrangement fees	1.7	—	1.3	3.0
Fair value movement	—	(14.9)	—	(14.9)
Balance on 31 December 2022	474.8	(19.9)	1,139.1	1,594.0

34. Capital commitments

The Group had capital commitments of £128.1 million in relation to its development activity, asset management initiatives and commitments

under development land, outstanding as at 31 December 2023 (31 December 2022: £99.9 million). All commitments fall due within one year

from the date of this report.

As at 31 December 2023 the Group had exchanged on the purchase of an asset for the value of £47.7 million.

35. Subsequent events

The Group has completed the purchase of an asset to the value of £47.7 million on 9 January 2024.

On 12 February 2024 the Group announced that it had reached agreement on the key terms of a possible all-share offer for the entire issued

and to be issued share capital of UK Commercial Property REIT Limited(UKCM). In accordance with Rule 2.6(a) of the Code, the Group will

have until 5.00 pm on 8 March 2024, to either announce a firm intention to make an offer for UKCM in accordance with Rule 2.7 of the Code

or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of

the Code applies.

There were no other significant events occurring after the reporting period, but before the financial statements were authorised for issue.

Tritax Big Box REIT plc Annual Report 2022

150 Tritax Big Box REIT plc

Annual Report 2023

150

Strategic report Governance Financial statements

Company Statement of Financial Position

As at 31 December 2023

Company Registration Number: 08215888

Note

31 December

2023

£m

31 December

2022

£m

Fixed assets

Investment in subsidiaries 5 2,166.9 2,243.3

Interest rate derivatives 10 1.0 —

Total fixed assets 2,167.9 2,243.3

Current assets

Trade and other receivables 6 1,710.9 1,394.7

Cash held at bank 7 1.1 2.2

Total current assets 1,712.0 1,396.9

Total assets 3,879.9 3,640.2

Current liabilities

Trade and other payables 8 (19.4) (17.0)

Loans from Group companies (87.4) (88.2)

Total current liabilities (106.8) (105.2)

Non-current liabilities

Bank borrowings 9 (263.1) (101.1)

Loan notes 9 (1,140.5) (1,139.1)

Total non-current liabilities (1,403.6) (1,240.2)

Total liabilities (1,510.4) (1,345.4)

Total net assets 2,369.5 2,294.8

Equity

Share capital 11 19.0 18.7

Share premium reserve 49.1 764.4

Capital reduction reserve 1,463.9 835.1

Retained earnings 837.5 676.6

Total equity 2,369.5 2,294.8

The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own

profit and loss account in these financial statements. The profit attributable to the Parent Company for the year ended 31 December 2023

amounted to £160.8 million (31 December 2022: £132.1 million).

These financial statements were approved by the Board of Directors on 29 February 2024 and signed on its behalf by:

Aubrey Adams OBE, FCA, FRICS

Independent Chairman

Tritax Big Box REIT plc Annual Report 2022

151Tritax Big Box REIT plc

Annual Report 2023

151

Strategic report Governance Financial statements

Company Statement of Changes in Equity

For the year ended 31 December 2023

Undistributable reserves Distributable reserves

Note

capital

£m

premium

£m

Capital

reduction

reserve

£m

Retained

earnings

£m

Total

£m

1 January 2023 18.7 764.3 835.1 676.7 2,294.8

Profit for the year and total

comprehensive income — — — 160.8 160.8

18.7 764.3 835.1 837.5 2,455.6

Contributions and distributions

Shares issued in relation to

extinguishment of B and C liabilities 0.3 49.2 — — 49.5

Transfer between reserves — (764.4) 764.4 — —

Share-based payments — — — 4.5 4.5

Transfer of share-based payments to

liabilities to reflect settlement — — — (4.5) (4.5)

Dividends paid 4 — — (135.6) — (135.6)

31 December 2023 19.0 49.1 1,463.9 837.5 2,369.5

Undistributable reserves Distributable reserves

Note

capital

£m

premium

£m

Capital

reduction

reserve

£m

Retained

earnings

£m

Total

£m

1 January 2022 18.7 762.0 964.5 544.6 2,289.8

Profit for the year and total

comprehensive income — — — 132.1 132.1

18.7 762.0 964.5 676.7 2,421.9

Contributions and distributions

Shares issued in relation to

management contract — 2.3 — — 2.3

Share-based payments — — — 5.3 5.3

Transfer of share-based payments to

liabilities to reflect settlement — — — (5.3) (5.3)

Dividends paid 4 — — (129.4) — (129.4)

31 December 2022 18.7 764.3 835.1 676.7 2,294.8

Tritax Big Box REIT plc Annual Report 2022

152 Tritax Big Box REIT plc

Annual Report 2023

152

Strategic report Governance Financial statements

1. Accounting policies

Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework

(“FRS101”). Assets are classified in accordance with the definitions of fixed and current assets in the Companies Act 2006.

Disclosure exemptions adopted

In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore these

financial statements do not include:

• certain comparative information as otherwise required by adopted IFRS;

• certain disclosures regarding the Company’s capital;

• a statement of cash flows;

• the effect of future accounting standards not yet adopted;

• the disclosure of the remuneration of key management personnel; and

• disclosure of related party transactions with other wholly owned members of Tritax Big Box REIT plc.

In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures are included in

the Company’s consolidated financial statements. These financial statements do not include certain disclosures in respect of:

• share-based payments;

• financial instruments; and

• fair value measurement other than certain disclosures required as a result of recording financial instruments at fair value.

Principal accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently

applied to all the years presented, unless otherwise stated.

Basis of accounting

These financial statements have been presented as required by the Companies Act 2006 and have been prepared under the historical cost

convention and in accordance with applicable Accounting Standards and policies in the United Kingdom (“UK GAAP”).

Currency

The Company financial statements are presented in Sterling which is also the Company’s functional currency and all values are rounded

tothenearest 0.1 million (£m), except where otherwise indicated.

Other income

Other income represents dividend income which has been declared by its subsidiaries and is recognised when it is received.

Dividends payable for Shareholders

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends

are recognised when approved by the Shareholders at an Annual General Meeting.

1.1 Financial assets

The Company classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was

acquired. The Company’s accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic value.

They are carried in the Company Balance Sheet at fair value with changes in fair value recognised in the profit or loss in the finance income or

expense line. Other than derivative financial instruments which are not designated as hedging instruments, the Company does not have any

assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.

Amortised cost

These assets arise principally from the provision of goods and services to customers (such as trade receivables), but also incorporate other

types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and contractual cash flows are

solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their

acquisition or issue and are subsequently carried at amortised cost, being the effective interest rate method, less provision for impairment.

Impairment provisions for current receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in

the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is

assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit

loss for the trade receivables. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written

off against the associated provision.

Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected

credit loss model. The methodology used to determine the amount of provision is based on whether there has been a significant increase in

credit risk since initial recognition of the financial asset; 12-month expected credit losses along with gross interest income are recognised.

Forthose for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised.

For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

Notes to the Company Accounts

Tritax Big Box REIT plc Annual Report 2022

153Tritax Big Box REIT plc

Annual Report 2023

153

Strategic report Governance Financial statements

1. Accounting policies continued

1.1. Financial assets continued

Amortised cost continued

The Company’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the

Company Balance Sheet.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original

maturities of three months or less.

Investments in subsidiaries

The investments in subsidiary companies are included in the Company’s Balance Sheet at cost less provision for impairment.

Share-based payments

The expense relating to share-based payments is accrued over the year in which the service is received and is measured at the fair value of

those services received. The extent to which the expense is not settled at the reporting period end is recognised as a liability as any shares

outstanding remain contingently issuable. Contingently issuable shares are treated as dilutive to the extent that, based on market factors

prevalent at the reporting year end, the shares would be issuable.

Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the

reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the reporting date. However, uncertainty

about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability

affected in future years. There were no significant accounting judgements, estimates or assumptions in preparing these financial statements.

2. Standards issued and effective from 1 January 2023

There was no material effect from the adoption of other amendments to IFRS effective in the year. They have no impact on the Company

significantly as they are either not relevant to the Company’s activities or require accounting which is consistent with the Company’s current

accounting policies.

3. Taxation

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

UK corporation tax — —

The UK corporation tax rate for the financial year is 19%. Accordingly, this rate has been applied in the measurement of the Group’s tax liability

at 31 December 2023.

4. Dividends paid

For detail of dividends paid by the Company during the year, refer to note 14 of the Group’s financial statements.

5. Investment in subsidiaries

£m

Loan

£m

Total

£m

As at 1 January 2023 2,243.3 — 2,243.3

Increase in investments via share purchase 66.6 — 66.6

Disposals (143.0) — (143.0)

As at 31 December 2023 2,166.9 — 2,166.9

As at 1 January 2022 (restated) 2,243.3 — 2,243.3

Increase in investments via share purchase — — —

As at 31 December 2022 2,243.3 — 2,243.3

The increase in investments was as a result of capitalisation of inter-company loans and to fund the acquisitions made in the periods.

The Company has the following subsidiary undertakings as at 31 December 2023:

Principal activity Country of incorporation Ownership %

TBBR Holdings 1 Limited Investment holding company Jersey 100% *

TBBR Holdings 2 Limited Investment holding company Jersey 100%

Baljean Properties Limited Property investment Isle of Man 100%

Tritax Acquisition 2 Limited Investment holding company Jersey 100%

Tritax Acquisition 2 (SPV) Limited Investment holding company Jersey 100%

The Sherburn RDC Unit Trust Property investment Jersey 100%

G Avonmouth Unit Trust

Property Investment Jersey 100%

Tritax Acquisition 4 Limited Property investment Jersey 100%

Tritax Big Box REIT plc Annual Report 2022

154 Tritax Big Box REIT plc

Annual Report 2023

154

Strategic report Governance Financial statements

Notes to the Company Accounts continued

5. Investment in subsidiaries continued

Principal activity Country of incorporation Ownership %

Tritax Acquisition 5 Limited Property investment Jersey 100%

Sonoma Ventures Limited Property investment BVI 100%

Tritax REIT Acquisition 9 Limited Investment holding company UK¹

100% *

Tritax Acquisition 10 Limited Property investment Jersey 100%

Tritax Acquisition 11 Limited Property investment Jersey 100%

Tritax Acquisition 12 Limited Property investment Jersey 100%

Tritax Acquisition 13 Limited Property investment Jersey 100%

Tritax Acquisition 14 Limited Property investment Jersey 100%

Tritax Worksop Limited Property investment BVI 100%

Tritax REIT Acquisition 16 Limited Investment holding company UK¹

100% *

Tritax Acquisition 16 Limited Property investment Jersey 100%

Tritax Acquisition 17 Limited Property investment Jersey 100%

Tritax Acquisition 18 Limited Property investment Jersey 100%

Tritax Harlow Limited Property investment Guernsey 100%

Tritax Lymedale Limited Property investment Jersey 100%

Tritax Acquisition 21 Limited Property investment Jersey 100%

Tritax Acquisition 22 Limited Property investment Jersey 100%

Tritax Acquisition 23 Limited Property investment Jersey 100%

Tritax Acquisition 24 Limited Property investment Jersey 100%

Tritax Burton Upon Trent Limited Property investment BVI 100%

Tritax Acquisition 28 Limited Property investment Jersey 100%

Tritax Peterborough Limited Property investment Jersey 100%

Tritax Littlebrook 2 Limited Property investment Jersey 100%

Tritax Littlebrook 4 Limited Property investment Jersey 100%

Tritax Atherstone (UK) Limited Property investment UK¹ 100%

Tritax Stoke DC1&2 Limited Investment holding company Jersey

100% *

Tritax Stoke DC3 Limited Investment holding company Jersey 100% *

Tritax Holdings CL Debt Limited Investment holding company Jersey 100% *

Tritax Portbury Limited Property investment Jersey 100%

Tritax Newark Limited Property investment Jersey 100%

Tritax Carlisle Limited Investment holding company Jersey

100% *

Tritax Stoke Management Limited Management company UK¹ 100%

Tritax Holdings PGIM Debt Limited Investment holding company Jersey

100% *

Tritax Merlin 310 Trafford Park Limited Property investment Jersey 100% *

Tritax West Thurrock Limited Property investment Jersey 100%

Tritax Tamworth Limited Property investment Jersey 100%

Tritax Acquisition 35 Limited Property investment Jersey 100%

Tritax Acquisition 36 Limited Property investment Jersey

100% *

Tritax Acquisition 37 Limited Property investment Jersey 100% *

Tritax Acquisition 38 Limited Property investment Jersey 100% *

Tritax Acquisition 39 Limited Property investment Jersey 100% *

Tritax Acquisition 40 Limited Property investment Jersey 100% *

Tritax Acquisition 41 Limited Property investment Jersey 100% *

Tritax Littlebrook 1 Limited Property investment Jersey 100%

Tritax Littlebrook 3 Limited Property investment Jersey 100%

Tritax Atherstone Limited Investment holding company Jersey

100% *

Tritax Acquisition 42 Limited Property investment Jersey 100% *

Tritax Acquisition 43 Limited Property investment Jersey 100% *

Tritax Carlisle UK Limited Investment holding company UK¹ 100%

Tritax Edinburgh Way Harlow Limited Property investment Jersey

100% *

Tritax Crewe Limited Investment holding company Jersey 100% *

Tritax Acquisition 45 Limited Property investment Jersey 100% *

Tritax Acquisition 46 Limited Property investment Jersey 100% *

Tritax Acquisition 47 Limited Property investment Jersey 100% *

Tritax Acquisition 48 Limited Property investment Jersey 100% *

Tritax Acquisition 49 Limited Property investment Jersey 100% *

Tritax Littlebrook Management Limited Property investment UK¹ 100% *

Tritax Big Box REIT plc Annual Report 2022

155Tritax Big Box REIT plc

Annual Report 2023

155

Strategic report Governance Financial statements

Principal activity Country of incorporation Ownership %

TBBR Holdings 4 Limited

Investment holding company Jersey 100% *

Tritax Acquisition 50 Limited

Property investment Jersey 100% *

Tritax Acquisition Electric Avenue Limited

Property investment Jersey 100% *

Tritax Acquisition 51 Limited

Property investment Jersey 100% *

TBBR Finance (Jersey) Limited

Financing company Jersey 100% *

Tritax Symmetry Holdings Limited Investment holding company Jersey 100% *

db Symmetry Group Ltd Investment holding company UK² 100%

db Symmetry Ltd Investment holding company UK² 100%

Tritax Symmetry Power Limited Investment holding company UK² 100%

Tritax Symmetry Power Biggleswade Limited Investment holding company UK² 100%

Tritax Symmetry (BVI) Ltd Investment holding company British Virgin Islands 100%

Tritax Symmetry Holdings (Biggleswade) Co Ltd Investment holding company British Virgin Islands 100%

Tritax Symmetry Properties (Biggleswade) Co Ltd Property investment British Virgin Islands 100%

Tritax Symmetry Holdings (Blyth) Co Ltd Investment holding company British Virgin Islands 100%

Tritax Symmetry Properties (Blyth) Co. Ltd Property investment British Virgin Islands 100%

Tritax Symmetry Holdings (Middlewich) Co. Ltd Investment holding company British Virgin Islands 100%

Tritax Symmetry Properties (Middlewich) Co. Ltd Property investment British Virgin Islands 100%

Tritax Symmetry Development (Blyth) UK Ltd Property development UK² 100%

Tritax Symmetry Development (Biggleswade) UK Ltd Property development UK² 100%

Tritax Symmetry Ardley Limited Property investment Jersey 100%

Tritax Symmetry Bicester 2 Limited Property investment Jersey 100%

Tritax Symmetry Northampton West Ltd Property investment Jersey 100%

Tritax Symmetry Rugby South Ltd Property investment Jersey 100%

Tritax Symmetry St Helens Ltd Property investment Jersey 100%

Tritax Symmetry Wigan Ltd Property investment Jersey 100%

Tritax Symmetry Oxford North Ltd Property investment Jersey 100%

Tritax Symmetry Northampton Ltd Property investment Jersey 100%

Tritax Symmetry Merseyside 1 Ltd Property investment Jersey 100%

Tritax Symmetry South Elmsall Ltd Property investment Jersey 100%

Tritax Symmetry (Goole) Ltd Property investment UK² 100%

Tritax Symmetry (Midlands) Ltd Investment holding company UK² 100%

Tritax Symmetry (Aston Clinton) Ltd Property investment UK² 100%

Tritax Symmetry Leicester South Ltd Property investment Jersey 100%

Tritax Symmetry Gloucester Ltd Property investment Jersey 100%

Tritax Symmetry (Speke) Ltd Property investment UK² 100%

Tritax Symmetry (Barwell) Ltd Property investment UK² 100%

Tritax Symmetry (Rugby) Ltd Property investment UK² 100%

Tritax Symmetry (Hinckley) Ltd Property investment UK² 100%

Tritax Symmetry (Darlington) Ltd Property investment UK² 100%

Tritax Symmetry (Blyth) Ltd Property investment

UK² 100%

Tritax Symmetry (Bicester Reid) Ltd Property investment UK² 100%

Tritax Symmetry (Wigan) Ltd Property investment UK² 100%

Tritax Symmetry (Land) LLP Investment holding company UK² 100%

Tritax Symmetry (Kettering) LLP Property investment UK² 100%

Tritax Symmetry (Lutterworth) LLP Property investment UK² 100%

Tritax Symmetry (Northampton) LLP Investment holding company UK² 100%

Symmetry Park Darlington Management Company Ltd Management company UK² 100%

Symmetry Park Aston Clinton Management Company Limited Management company UK² 100%

Tritax Symmetry Glasgow East Limited Property investment Jersey 100%

Symmetry Park Biggleswade Management Company Limited Management company UK² 100%

Tritax Symmetry Biggleswade 2 Limited Property investment Jersey 100%

Tritax Symmetry Biggleswade 3 Limited Property investment Jersey 100%

Tritax Symmetry Middlewich 1 Limited Property investment Jersey 100%

Tritax Symmetry Biggleswade 4 Limited Property investment Jersey 100%

Tritax Symmetry Biggleswade Land Limited Property investment UK² 100%

Symmetry Park Merseyside Management Company Limited Management company UK 100%

Symmetry Park Kettering Management Company Limited Management company UK 100%

5. Investment in subsidiaries continued

Tritax Big Box REIT plc Annual Report 2022

156 Tritax Big Box REIT plc

Annual Report 2023

156

Strategic report Governance Financial statements

Notes to the Company Accounts continued

Principal activity Country of incorporation Ownership %

Symmetry Park Wigan Management Company Limited Management company UK 100%

Symmetry Park Rugby Management Company Limited Management company UK 100%

Tritax Symmetry Merseyside Land Limited Property investment UK 100%

Tritax Symmetry West Limited Property investment Jersey 100%

Tritax Symmetry Darlington 2 Ltd

Property investment Jersey 100%

Tritax Symmetry SRFI North Ltd

Property investment Jersey 100%

* These are direct subsidiaries of the Company.

# These are new investments of the Company in the year.

The registered addresses for subsidiaries across the Group are consistent based on their country of incorporation and are as follows:

Jersey entities: 26 New Street, St Helier, Jersey JE2 3RA

Guernsey entities: PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY

Isle of Man entities: 33-37 Athol Street, Douglas, Isle of Man IM1 1LB

British Virgin Islands entities: Jayla Place, Wickhams Cay 1, Road Town, Tortola, BVI VG1110

UK¹ entities: 3rd Floor, 6 Duke Street St James’s, London SW1Y 6BN

UK² entities: Unit B, Grange Park Court, Roman Way, Northampton, England NN4 5EA

The Company also has interests in the following joint arrangements as at 31 December 2023:

Principal activity Country of incorporation Ownership %

Symmetry Park Doncaster Management Company Limited Management company UK² 50%

Symmetry Park Bicester Management Company Limited Management company UK² 33%

All of the companies registered offshore are managed onshore and are UK residents for UK corporation tax purposes, save for the Sherburn

Unit Trust and G Avonmouth Trust.

6. Trade and other receivables

31 December 2023

£m

31 December 2022

£m

Amounts receivable from Group companies 1,709.7 1,393.8

Prepayments 0.1 0.1

Other receivables 1.1 0.8

1,710.9 1,394.7

All amounts that fall due for repayment within one year and are presented within current assets as required by the Companies Act. The loans to

Group companies are repayable on demand with no fixed repayment date although it is noted that a significant proportion of the amounts may not

be sought for repayment within one year depending on activity in the Group companies. Interest is charged between 0%–10% (2022: 0%–10%).

7. Cash held at bank

31 December 2023

£m

31 December 2022

£m

Cash held at bank 1.1 2.2

8. Trade and other payables

31 December 2023

£m

31 December 2022

£m

Trade and other payables 12.9 9.3

Accruals 6.5 7.7

19.4 17.0

5. Investment in subsidiaries continued

Tritax Big Box REIT plc Annual Report 2022

157Tritax Big Box REIT plc

Annual Report 2023

157

Strategic report Governance Financial statements

9. Borrowings

Bank borrowings drawn

31 December 2023

£m

31 December 2022

£m

Bank borrowings drawn: due in more than one year 269.0 103.0

Less: unamortised costs on bank borrowings (5.9) (1.9)

263.1 101.1

Loan notes

Bonds

31 December 2023

£m

31 December 2022

£m

2.625% Bonds 2026 249.7 249.6

3.125% Bonds 2031 248.0 247.8

2.860% USPP 2028 250.0 250.0

2.980% USPP 2030 150.0 150.0

1.500% Green Bonds 2033 247.1 246.7

Less: unamortised costs on loan notes (4.3) (5.0)

Non-current liabilities: net borrowings 1,140.5 1,139.1

Maturity of loan notes

31 December 2023

£m

31 December 2022

£m

Repayable between one and two years — —

Repayable between two and five years 249.7 249.6

Repayable in over five years 895.1 894.6

1,144.8 1,144.2

10. Interest rate derivatives

31 December 2023

£m

31 December 2022

£m

Non-current assets: interest rate derivatives 1.0 —

Non-current liabilities: interest rate derivatives — —

The interest rate derivatives are valued by the relevant counterparty banks on a quarterly basis in accordance with IFRS 9. Any movement in

the mark-to-market values of the derivatives are taken to the Group profit or loss.

31 December 2023

£m

31 December 2022

£m

Interest rate derivative valuation brought forward — —

Premium paid 1.2 —

Changes in fair value of interest rate derivatives (0.2) —

1.0 —

An interest rate cap is used to mitigate the interest rate risk that arises as a result of entering into a variable rate linked loan to cap the rate to

which SONIA can rise and is coterminous with the initial term of the loan.

The interest rate derivative is marked to market by the relevant counterparty banks on a quarterly basis in accordance with IFRS 9. Any

movement in the mark-to-market values of the derivatives are taken to the Statement of Comprehensive Income.

11. Equity reserves

Refer to note 29 of the Group’s financial statements.

12. Related party transactions

The Company has taken advantage of the exemption not to disclose transactions with other members of the Group as the Company’s own

financial statements are presented together with its consolidated financial statements.

For all other related party transactions make reference to note 32 of the Group’s financial statements.

13. Directors’ remuneration

Refer to note 9 of the Group’s financial statements.

14. Subsequent events

Refer to note 35 of the Group’s financial statements.

Tritax Big Box REIT plc Annual Report 2022

158 Tritax Big Box REIT plc

Annual Report 2023

158

Strategic report Governance Financial statements

Please note that the below measures may not be comparable with similarly titled measures presented by other companies and should not be

viewed in isolation, but as supplementary information.

1. Adjusted earnings income statement

The Adjusted earnings reflects our ability to generate earnings from our portfolio, which ultimately underpins dividend payments.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Gross rental income 222.2 206.2

Service charge income 6.2 6.3

Service charge expense (6.3) (6.5)

Fixed rental uplift adjustments (6.2) (6.1)

Net rental income 215.9 199.9

Other operating income — 9.3

Administrative expenses (28.9) (32.2)

Amortisation of other property assets — 1.7

Adjusted operating profit before interest and tax 187.0 178.7

Net finance costs (44.9) (37.8)

Amortisation of loan arrangement fees 4.4 3.1

Adjusted earnings before tax 146.5 144.0

Tax on adjusted profit (0.6) 1.6

Adjusted earnings after tax 145.9 145.6

Adjustment to remove additional DMA income — (5.3)

Adjusted earnings (excl. additional DMA income) 145.9 140.3

Weighted average number of Ordinary Shares 1,881,930,698 1,868,637,910

Adjusted earnings per share 7.75p 7.79p

Adjusted earnings per share (excl. additional DMA income) 7.75p 7.51p

2. EPRA Earnings per share

A key measure of a company’s underlying operating results and an indication of the extent to which current dividend payments are supported

by earnings.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Total comprehensive income (attributable to Shareholders) 70.0 (599.4)

Adjustments to remove:

Changes in fair value of investment properties 38.1 759.5

Changes in fair value of interest rate derivatives 11.2 (14.9)

Change in fair value of financial asset 0.1 —

Share of loss/(profits) from joint ventures (0.4) (0.5)

Loss on disposal of investment properties 1.6 —

Finance income received on interest rate derivatives (10.2) —

Amortisation of other property assets — 1.7

Impairment of intangible and other property assets 2.7 1.5

Profits to calculate EPRA Earnings per share 113.1 147.9

Add back: dilutive share-based payment charge — (2.0)

Fair value movement in contingent consideration — (1.1)

Profits to calculate EPRA diluted earnings per share 113.1 144.8

Weighted average number of Ordinary Shares 1,881,930,698 1,868,637,910

EPRA Earnings per share – basic 6.01p 7.91p

Dilutive shares to be issued — 22,814,350

EPRA Earnings per share – diluted 6.01p 7.66p

Notes to the EPRA and Other Key Performance Indicators (Unaudited)

Tritax Big Box REIT plc Annual Report 2022

159Tritax Big Box REIT plc

Annual Report 2023

159

Strategic report Governance Financial statements

3. EPRA NAV per share

A net asset value per share calculated in accordance with EPRA’s methodology.

31 December 2023 Note

EPRA NTA

£m

EPRA NRV

£m

EPRA NDV

£m

NAV attributable to Shareholders 3,334.0 3,334.0 3,334.0

Revaluation of land options 26.5 26.5 26.5

Mark-to-market adjustments of derivatives 13.1 13.1 —

Intangibles (1.1) — —

Fair value of debt — — 141.4

Real estate transfer tax

— 342.3 —

At 31 December 2023 28 3,372.5 3,715.9 3,501.9

NAV and Dilutive NAV per share 177.15p 195.19p 183.95p

31 December 2022 Note

EPRA NTA

£m

EPRA NRV

£m

EPRA NDV

£m

NAV attributable to Shareholders 3,350.0 3,350.0 3,350.0

Revaluation of land options 20.4 20.4 20.4

Mark-to-market adjustments of derivatives 1.8 1.8 —

Intangibles (1.4) — —

Fair value of debt — — 221.1

Real estate transfer tax

— 387.4 —

At 31 December 2022 28 3,370.8 3,759.6 3,591.5

NAV and Dilutive NAV per share 180.37 201.17 192.18

1. EPRA NTA and EPRA NDV reflect IFRS values which are net of RETT. RETT are added back when calculating EPRA NRV.

4. EPRA Net Initial Yield (“NIY”) and EPRA “Topped Up” NIY

A measure to make it easier for investors to judge for themselves how the valuations of two portfolios compare.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Investment property – wholly owned 4,843.7 4,872.4

Investment property – share of joint ventures 4.2 4.2

Less: development properties (262.7) (403.2)

Completed property portfolio 4,585.2 4,473.4

Allowance for estimated purchasers’ costs 309.5 303.3

Gross up completed property portfolio valuation (B) 4,894.7 4,776.7

Annualised passing rental income 225.3 224.0

Less: contracted rental income in respect of development properties (4.6) (18.8)

Property outgoings (0.2) (0.2)

Less: contracted rent under rent-free period (17.5) (4.9)

Annualised net rents (A) 203.0 200.1

Contractual increases for fixed uplifts 22.1 9.7

Topped up annualised net rents (C) 225.1 209.8

EPRA Net Initial Yield (A/B) 4.15% 4.19%

EPRA Topped Up Net Initial Yield (C/B) 4.60% 4.39%

5. EPRA Vacancy rate

Estimated market rental value (“ERV”) of vacant space divided by the ERV of the whole portfolio.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Annualised estimated rental value of vacant premises 6.7 5.3

Portfolio estimated rental value

268.2 247.2

EPRA Vacancy rate 2.5% 2.1%

1. Excludes land held for development.

Tritax Big Box REIT plc Annual Report 2022

160 Tritax Big Box REIT plc

Annual Report 2023

160

Strategic report Governance Financial statements

Notes to the EPRA and Other Key Performance Indicators (unaudited) continued

6. EPRA Cost Ratio

A key measure to enable meaningful measurement of the changes in a company’s operating costs.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Property operating costs 0.2 0.2

Administration expenses 6.9 6.2

Management fees 22.0 26.0

Exclude: service charge costs recovered through rents but not separately invoiced — —

Total costs including and excluding vacant property costs (A) 29.1 32.4

Vacant property cost (0.1) —

Total costs excluding vacant property costs (B) 29.0 32.4

Gross rental income – per IFRS 222.2 206.2

Less: service charge cost components of gross rental income — —

Gross rental income (C) 222.2 206.2

Total EPRA Cost Ratio (including vacant property costs) 13.10% 15.7%

Total EPRA Cost Ratio (excluding vacant property costs) 13.05% 15.7%

7. EPRA like-for-like rental income

Like-for-like net rental growth compares the growth of the net rental income of the portfolio that has been consistently in operation, and not

under development, during the two full preceding periods that are described.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Change

£m

Change

Like-for-like rental income 183.0 176.6

Other rental income 0.2 0.2

Like-for-like gross rental income 183.2 176.8 6.4 3.62

Irrecoverable property expenditure (0.2) (0.2)

Like-for-like net rental income 183.0 176.6 6.4 3.62

Reconciliation to net rental income per

StatementofComprehensive Income:

Development properties 7.2 0.2

Properties acquired 1.6 —

Properties disposed 7.2 14.6

Properties under rent-free periods 6.8 3.5

Spreading of tenant incentives and guaranteed rental uplifts 16.2 11.1

Total per Statement of Comprehensive Income 222.0 206.0 16.0 7.77%

8. EPRA property-related capital expenditure

Year end

31 December

2023

£m

Year ended

31 December

2022

£m

Acquisition

109.2 4.9

Development

208.1 375.1

Transfers to investment property

(16.8) (57.1)

Investment properties:

Tenant incentives

21.0 11.1

Capitalised interest 4.6 4.7

Total 326.1 338.7

Conversion from accrual to cash basis (17.2) (51.9)

Total Capex on a cash basis 308.9 286.8

1. See note 15.

2. See note 15 and note 16.

3. Fixed rental uplift and tenant lease incentives after adjusting for amortisation on rental uplift and tenant lease incentives.

Tritax Big Box REIT plc Annual Report 2022

161Tritax Big Box REIT plc

Annual Report 2023

161

Strategic report Governance Financial statements

9. Total Accounting Return (“TAR”)

Net total return, being the percentage change in EPRA NTA over the relevant period plus dividends paid.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Opening EPRA NTA 180.37p 222.60p

Closing EPRA NTA 177.15p 180.37p

Change in EPRA NTA (3.22p) (42.23p)

Dividends paid 7.23p 6.93p

Total growth in EPRA NTA plus dividends paid 4.01p (35.30p)

Total return 2.22% (15.9%)

One-off transactional costs — —

Total return excluding one-off transactional costs 2.22% (15.9%)

10. Total Expense Ratio

The ratio of total administration and property operating costs expressed as a percentage of average net asset value throughout the period.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Total operating costs 28.9 32.2

Average net assets over the period 3,371.5 4,219.2

Total Expense Ratio 0.86% 0.76%

11. Loan to value ratio

The proportion of our gross asset value that is funded by net borrowings.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Gross debt drawn 1,626.7 1,624.0

Less: cash (36.4) (47.6)

Net debt 1,590.3 1,576.4

Gross property value 5,030.4 5,059.3

Loan to value ratio 31.6% 31.2%

12. EPRA loan to value ratio

The proportion of our gross asset value that is funded by net borrowings.

Year ended

31 December

2023

£m

Year ended

31 December

2022

£m

Gross debt drawn 1,626.7 1,624.0

Working capital 87.1 87.4

Less: cash (36.4) (47.6)

Net debt 1,677.4 1,663.8

Gross property value 5,030.4 5,059.3

Loan to value ratio 33.3% 32.9%

Tritax Big Box REIT plc Annual Report 2022

162 Tritax Big Box REIT plc

Annual Report 2023

162

Strategic report Governance Financial statements

Five Year Summary

Group Statement of Comprehensive Income

2023

£m

2022

£m

2021

£m

2020

£m

2019

£m

Gross rental income 222.2 206.2 184.7 161.6 144.4

Service charge income 6.2 6.3 5.1 4.6 4.1

Service charge expense (6.3) (6.5) (5.2) (4.7) (4.2)

Net rental income 222.1 206.0 184.6 161.5 144.3

Other operating income — 9.3 18.9 8.6 4.1

Administrative and other expenses (28.9) (32.2) (25.5) (22.6) (21.7)

Acquisition related costs — — — — (4.2)

Operating profit before changes in fair value of investment properties,

share of profit from joint ventures and share-based payment charges 193.2 183.1 178.0 147.5 122.5

Changes in fair value of investment properties (38.1) (759.5) 840.9 351.1 54.5

Gain/(loss) on disposal of investment properties (1.6) — 2.0 0.1 —

Administrative expenses 0.4 0.5 0.1 (0.1) —

Fair value movements in financial asset (0.1) — — — —

Impairment of intangible and other property assets (2.7) (1.4) (2.9) (0.4) (0.6)

Share-based payment charge (2.9) (1.9) (5.5) (5.9) (3.3)

Changes in fair value of contingent consideration payable (0.4) 1.1 (4.2) (2.9) (0.5)

Extinguishment of B and C share liabilities (21.1) — — — —

Gain on bargain purchase — — — — 7.8

Operating profit 126.7 (578.1) 1,008.4 489.4 180.4

Finance income 10.4 1.6 — — 0.4

Finance expense (55.3) (39.4) (40.1) (37.6) (34.4)

Changes in fair value of interest rate derivatives (11.2) 14.9

2.8 (2.3) (5.2)

Profit before taxation 70.6 (601.0) 971.1 449.5 141.2

Tax on profit for the period (0.6) 1.6 1.5 (0.1) —

Profit and total comprehensive income 70.0 (599.4) 972.6 449.4 141.2

Earnings per share – basic 3.72p (32.08)p 55.4p 26.3p 8.40p

Earnings per share – diluted 3.72p (32.08)p 55.3p 26.3p 8.38p

Tritax Big Box REIT plc Annual Report 2022

163Tritax Big Box REIT plc

Annual Report 2023

163

Strategic report Governance Financial statements

Group Statement of Financial Position

2023

£m

2022

£m

2021

£m

2020

£m

2019

£m

Non-current assets

Intangible assets 1.1 1.4 1.7 2.0 2.3

Investment property 4,843.6 4,847.3 5,249.1 4,053.5 3,541.2

Investment in land options 157.4 157.4 201.5 228.1 226.0

Investment in joint ventures 24.8 27.2 25.6 28.5 30.1

Financial asset 2.3 — — — —

Other property assets 2.3 2.3 4.0 9.4 13.9

Trade and other receivables 1.0 2.0 2.0 2.0 —

Interest rate derivatives 11.1 19.9 1.8 0.1 1.3

Total non-current assets 5,043.6 5,057.5 5,485.7 4,323.6 3,814.8

Current assets

Rent and other receivables 22.0 24.9 37.1 25.1 25.7

Assets held for sale — 25.1 — — —

Cash at bank 36.4 47.6 71.1 57.8 21.4

Total current assets 58.4 97.6 108.2 82.9 47.1

Total assets 5,102.0 5,155.1 5,593.9 4,406.5 3,861.9

Current liabilities

Deferred rental income (38.6) (34.7) (38.6) (36.1) (35.3)

Trade and other payables (106.9) (111.2) (85.9) (69.3) (76.1)

Tax liabilities (2.2) (1.1) (4.3) (1.9) (18.7)

Total current liabilities (147.7) (147.0) (128.8) (107.3) (130.1)

Non-current liabilities

Trade and other payables (1.0) (2.0) (2.0) (2.0) —

Interest rate derivatives — — — (1.1) —

Bank borrowings (474.7) (474.8) (207.6) (206.7) (256.2)

Loan notes (1,140.5) (1,139.1) (1,137.6) (1,136.4) (891.5)

Deferred consideration (4.1) — — — —

Amounts due to third parties — (42.2) (41.4) (31.7) (22.9)

Total non-current liabilities (1,620.3) (1,658.1) (1,388.6) (1,377.9) (1,170.6)

Total liabilities (1,768.0) (1,805.1) (1,517.4) (1,485.2) (1,300.7)

Total net assets 3,334.0 3,350.0 4,076.5 2,921.3 2,561.2

Equity

Share capital 19.0 18.7 18.7 17.2 17.1

Share premium reserve 49.2 764.3 762.0 466.5 446.7

Capital reduction reserve 1,463.9 835.1 964.5 1,078.9 1,188.1

Retained earnings 1,801.9 1,731.9 2,331.3 1,358.7 909.3

Total equity 3,334.0 3,350.0 4,076.5 2,921.3 2,561.2

Net asset value per share – basic 175.13p 179.25p 218.26p 169.92p 150.04p

Net asset value per share – diluted 175.13p 179.25p 218.18p 169.92p 150.04p

EPRA net asset value per share – basic and diluted 177.15p 180.37p 222.52p 175.61p 151.79p

Tritax Big Box REIT plc Annual Report 2022

164 Tritax Big Box REIT plc

Annual Report 2023

164

Strategic report Governance Financial statements

Glossary of Terms

“Adjusted earnings”

Post-tax earnings attributable to shareholders, adjusted to include

licence fees receivable on forward funded development assets and

adjusts for other earnings not supported by cash flows. “Adjusted

Earnings per share” or “Adjusted EPS” on a per share basis.

“B and C Shares”

The B and C Shares in Tritax Symmetry issued to the Symmetry

Management shareholders.

“Big Box”

A “Big Box” property or asset refers to a specific subsegment of

the logistics sector of the real estate market, relating to very large

logistics warehouses (each with typically over 500,000 sq ft of

floor area) with the primary function of holding and distributing

finished goods, either downstream in the supply chain or direct

to consumers, and typically having the following characteristics:

generally a modern constructed building with eaves height

exceeding 12 metres; let on long leases with institutional-grade

tenants; with regular, upward-only rental reviews; having a prime

geographical position to allow both efficient stocking (generally

withclose links to sea ports or rail freight hubs) and efficient

downstream distribution; and increasingly with sophisticated

automation systems or a highly bespoke fit out.

“Board”

The Directors of the Company.

“BREEAM”

The Building Research Establishment Environmental Assessment

Method certification of an asset’s environmental, social and

economic sustainability performance, using globally recognised

standards.Annualised rent, adjusting for the inclusion of rent

free periods.

“Contracted annual rent”

Annualised rent, adjusting for the inclusion of rent free period

“Company”

Tritax Big Box REIT plc (Company number 08215888).

“CPI”

Consumer Price Index, a measure that examines the weighted

average of prices of a basket of consumer goods and services, such

as transportation, food and medical care as calculated on a monthly

basis by the Office of National Statistics.

“Current development pipeline”

Assets that are in the course of construction or assets for which we

have made a construction commitment.

“CVA”

A company voluntary liquidation, a legally binding agreement

between a business and its creditors which sets out a debt

repayment plan and enables a viable business to avoid insolvency.

“db Symmetry”

db Symmetry Group Ltd and db symmetry BVI Limited, together

with their subsidiary undertakings and joint venture interests, which

were acquired by the Group in February 2019.

“Directors”

The Directors of the Company as of the date of this report being

Aubrey Adams, Elizabeth Brown, Alastair Hughes, Richard Laing,

Karen Whitworth and Wu Gang.

“Development Management Agreement” or “DMA”

An agreement between the Group and a developer setting out the

terms in respect of the development of an asset. In particular, the

development of the Symmetry Portfolio is the subject of a DMA

between Tritax Symmetry and Symmetry ManCo.

“Development portfolio” or “Development assets”

The Group’s Development portfolio comprises its property assets

which are not Investment assets, including land, options over land

aswell as any assets under construction on a speculative basis.

“Dividend payout ratio”

Dividend per share divided by Adjusted Earnings per share.

“EPC rating”

A review of a property’s energy efficiency.

“EPRA”

European Public Real Estate Association.

“EPRA Earnings”

Earnings from operational activities (which excludes the licence fees

receivable on our Forward Funded Development assets).

“EPRA NAV” or “EPRA Net Asset Value”

The Basic Net Asset Value adjusted to meet EPRA Best Practices

Recommendations Guidelines (2016) requirements by excluding the

impact of any fair value adjustments to debt and related derivatives

and other adjustments and reflecting the diluted number of Ordinary

Shares in issue.

“EPRA Triple Net Asset Value (“NNNAV”)”

EPRA NAV adjusted to include the fair values of financial

instruments, debt and deferred taxes.

“EPRA Net Tangible Asset (“NTA”)”

The Basic Net Asset Value adjusted to meet EPRA Best Practices

Recommendations Guidelines (2019) requirements by excluding

intangibles and the impact of any fair value adjustments to related

derivatives. This includes the revaluation of land options.

“EPRA Net Reinstatement Value (“NRV”)”

IFRS NAV adjusted to exclude the impact of any fair value

adjustments to related derivatives. This includes the revaluation

ofland options and the Real estate transfer tax (“RETT”).

“EPRA Net Disposal Value (“NDV”)”

IFRS NAV adjusted to include the fair values of debt and the

revaluation of land options.

“EPRA Net Initial Yield (“NIY”)”

Annualised rental income based on the cash rents passing at

the balance sheet date, less non-recoverable property operating

expenses, divided by the market value of the property, increased

with (estimated) purchaser’s costs.

Tritax Big Box REIT plc Annual Report 2022

165Tritax Big Box REIT plc

Annual Report 2023

165

Strategic report Governance Financial statements

“EPRA ‘Topped-Up’ NIY”

This measure incorporates an adjustment to the EPRA NIY in

respect of the expiration of rent-free periods (or other unexpired

lease incentives, such as discounted rent periods and step rents).

“EPRA Vacancy”

Estimated market rental value (“ERV”) of vacant space divided

bytheERV of the whole portfolio.

“EPRA Cost Ratio”

Administrative and operating costs (including and excluding costs

ofdirect vacancy) divided by gross rental income.

“Estimated cost to completion”

Costs still to be expended on a development or redevelopment

topractical completion, including attributable interest.

“Estimated rental value” or “ERV”

The estimated annual market rental value of lettable space as

determined biannually by the Group’s valuers. This will normally

bedifferent from the rent being paid.

“FCA”

The United Kingdom Financial Conduct Authority (or any successor

entity or entities).

“Forward Funded Development”

Where the Company invests in an asset which is either ready

for, or in the course of, construction, pre-let to an acceptable

counterparty. In such circumstances, the Company seeks to

negotiate the receipt of immediate income from the asset, such that

the developer is paying the Company a return on its investment

during the construction phase and prior to the tenant commencing

rental payments under the terms of the lease. Expert developers are

appointed to run the development process.

“Foundation asset”

Foundation assets provide the core, low-risk income that underpins

our business. They are usually let on long leases to customers with

excellent covenant strength. These buildings are commonly new or

modern and in prime locations, and the leases have regular upward

only rent reviews, often either fixed or linked to Inflation Indices.

“FRI Lease”

Full Repairing and Insuring Lease. During the lease term, the tenant

is responsible for all repairs and decoration to the property, inside

and out, and the building insurance premium is recoverable from

the tenant.

“Future development pipeline”

The Group’s land portfolio for future development typically controlled

under option agreements which do not form part of the Current or

Near Term development pipelines.

“Gearing”

Net borrowings divided by total shareholders’ equity excluding

intangible assets and deferred tax provision.

“GIA”

Under the RICS Code of Measuring Practice (6th Edition) the Gross

Internal Area (“GIA”) is the basis of measurement for valuation of

industrial buildings (including ancillary offices) and warehouses.

Thearea of a building measured to the internal face of the perimeter

walls at each floor level (including the thickness of any internal walls).

All references to building sizes in this document are to the GIA.

“GAV”

The Group’s gross asset value.

“Global Real Estate Sustainability Benchmark

(“GRESB”) Assessment”

GRESB assesses the ESG performance of real estate and

infrastructure portfolios and assets worldwide, providing

standardised and validated data to the capital markets.

“Gross rental income”

Contracted rental income recognised in the period, in the income

statement, including surrender premiums and interest receivable

onfinance leases. Lease incentives, initial costs and any contracted

future rental increases are amortised on a straight-line basis over

thelease term.

“Group” or “REIT Group”

The Company and all of its subsidiary undertakings.

“Growth Covenant asset”

Growth Covenant assets are fundamentally sound assets in good

locations, let to customers we perceive to be undervalued at the

point of purchase and who have the potential to improve their

financial strength, such as young e-retailers or other companies with

growth prospects. These assets offer value enhancement through

yield compression.

“IMA”

The Investment Management Agreement between the Manager

andthe Company.

“Investment portfolio” or “Investment assets”

The Group’s Investment Portfolio comprises let or pre-let (in the

case of Forward Funded Developments) assets which are income

generating, as well as any speculative development assets which

have reached practical completion but remain unlet.

“Investment property”

Completed land and buildings held for rental income return and/or

capital appreciation.

“Land asset”

Opportunities identified in land which the Manager believes will

enable the Company to secure, typically, pre-let Forward Funded

Developments in locations which might otherwise attract lower

yields than the Company would want to pay, delivering enhanced

returns but controlling risk.

“LIBOR”

London Interbank Offered Rate.

“Link” or “Link Services”

A trading name of Link Alternative Fund Administrators Limited

(companynumber02056193).

“Listing Rules”

The listing rules made by the Financial Conduct Authority under

section 73A of FSMA.

Tritax Big Box REIT plc Annual Report 2022

166 Tritax Big Box REIT plc

Annual Report 2023

166

Strategic report Governance Financial statements

Glossary of Terms continued

“Loan Notes”

The loan notes issued by the Company on 4 December 2018.

“Loan to Value (“LTV”)”

The proportion of our gross asset value that is funded by

netborrowings.

“London Stock Exchange”

London Stock Exchange plc.

“Manager”

Tritax Management LLP (partnership number 0C326500).

“Minimum Energy Efficiency Standards (“MEES”)”

The legal standard for minimum energy efficiency which applies to

rented commercial buildings as regulated by the Energy Efficiency

(Private Rented Property) (England and Wales) Regulations 2015.

“Near-term Development Pipeline”

Sites which have either received planning consent or sites where

planning applications have been submitted prior to the year end.

“Net Initial Yield (“NIY”)”

The annual rent from a property divided by the combined total

ofitsacquisition price and expenses.

“Net rental income”

Gross rental income less ground rents paid, net service charge

expenses and property operating expenses.

“Net zero carbon”

Highly energy efficient and powered from on-site and/or

off-site renewable energy sources, with any remaining carbon

balance offset.

“Non-PID Dividend”

A dividend received by a shareholder of the principal company

thatis not a PID.

“Ordinary Shares”

Ordinary Shares of £0.01 each in the capital of the Company.

“Passing rent”

The annual rental income currently receivable on a property as at

the balance sheet date (which may be more or less than the ERV).

Excludes rental income where a rent-free period is in operation.

Excludes service charge income (which is netted off against service

charge expenses).

“PID” or “Property income distribution”

A dividend received by a shareholder of the principal company in

respect of profits and gains of the Property Rental Business of the

UK resident members of the REIT group or in respect of the profits

or gains of a non-UK resident member of the REIT group insofar as

they derive from their UK Property Rental Business.

“Portfolio”

The overall portfolio of the Company including both the Investment

and Development portfolios.

“Portfolio Value”

The value of the Portfolio which, as well as the Group’s standing

assets, includes capital commitments on Forward Funded

Developments, Land Assets held at cost, the Group’s share

ofjointventure assets and other property assets.

“Pre-let”

A lease signed with a customer prior to commencement

ofadevelopment.

“REIT”

A qualifying entity which has elected to be treated as a Real Estate

Investment Trust for tax purposes. In the UK, such entities must

be listed on a recognised stock exchange, must be predominantly

engaged in property investment activities and must meet certain

ongoing qualifications.

“Rent roll”

See “Passing rent”.

“RPI”

Retail price index, an inflationary indicator that measures the change

in the cost of a fixed basket of retail goods as calculated on a

monthly basis by the Office of National Statistics.

“SDLT”

Stamp Duty Land Tax – the tax imposed by the UK Government

on the purchase of land and properties with values over a

certainthreshold.

“Shareholders”

The holders of Ordinary Shares.

“SONIA”

Sterling Overnight Index Average.

“Speculative development”

Where a development has commenced prior to a lease agreement

being signed in relation to that development.

“sq ft”

Square foot or square feet, as the context may require.

“Symmetry Management Shareholders”

The holders of B and C Shares in Tritax Symmetry.

“Symmetry ManCo”

Tritax Symmetry Management Limited, a private limited company

incorporated in England and Wales (registered number 11685402)

which has an exclusive development management agreement

with Tritax Symmetry to manage the development of the Tritax

SymmetryPortfolio.

“Topped up net initial yield”

Net initial yield adjusted to include notional rent in respect of

let properties which are subject to a rent-free period at the

valuation date thereby providing the Group with income during

the rent-free period. This is in accordance with EPRA’s Best

PracticesRecommendations.

Tritax Big Box REIT plc Annual Report 2022

167Tritax Big Box REIT plc

Annual Report 2023

167

Strategic report Governance Financial statements

“Total Expense Ratio” or “TER”

The ratio of total administration and property operating costs

expressed as a percentage of average net asset value throughout

the period.

“Total Accounting Return”

Net total return, being the percentage change in EPRA NTA over

therelevant period plus dividends paid.

“Total Shareholder Return”

A measure of the return based upon share price movement over

theperiod and assuming reinvestment of dividends.

“Tritax Symmetry”

Tritax Symmetry Holdings Limited, a limited company incorporated

in Jersey (registered number 127784).

“Tritax Symmetry Portfolio”

The portfolio of assets held through Tritax Symmetry following the

acquisition of db Symmetry in February 2019, including land, options

over land and a number of assets under development.

“True Equivalent Yield (“TEY”)”

The internal rate of return from an Investment property, based on the

value of the property assuming the current passing rent reverts to

ERV on the basis of quarterly in advance rent receipts and assuming

the property becomes fully occupied over time.

“UK AIFMD Rules”

The laws, rules and regulations implementing AIFMD in the UK,

including without limitation, the Alternative Investment Fund

Managers Regulations 2013 and the Investment Funds sourcebook

of the FCA.

“Value Add asset”

These assets are typically let to customers with good covenants

and offer the chance to grow the assets’ capital value or rental

income, through lease engineering or physical improvements to the

property. We do this using our asset management capabilities and

understanding of customer requirements. These are usually highly

re-lettable. It also includes assets developed on a speculative basis

which have reached practical completion but remain unlet at the

period end.

“WAULT” or “Weighted Average Unexpired

LeaseTerm”

The income for each property applied to the remaining life for an

individual property or the lease and expressed as a portfolio average

in years. In respect of Forward Funded Developments, the unexpired

term from lease start date.

“Yield on cost”

The expected gross yield based on the estimated current market

rental value (“ERV”) of the developments when fully let or actual

rental value for completed developments or those pre-let, as

appropriate, divided by the estimated or actual total costs of

thedevelopment.

Tritax Big Box REIT plc Annual Report 2022

168 Tritax Big Box REIT plc

Annual Report 2023

168

Strategic report Governance Financial statements

Company Information

Company Registration Number: 08215888

Incorporated in the United Kingdom

Directors, Management

and Advisers

Directors

Aubrey Adams OBE, FCA, FRICS

Independent Non-Executive Chairman

Karen Whitworth FCA

Senior Independent Director

Alastair Hughes FRICS

Independent Non-Executive Director

Elizabeth Brown

Independent Non-Executive Director

Wu Gang

Independent Non-Executive Director

Richard Laing FCA

Independent Non-Executive Director

Registered office

72 Boardwick Street

London W1F 9QZ

Manager

Tritax Management LLP

280 Bishopsgate

London

EC2M 4AG

Joint Financial Adviser

Akur Limited

66 St James’s Street

London

SW1A 1NE

Joint Financial Adviser and Joint

CorporateBroker

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

Joint Corporate Broker

JP Morgan Cazenove Limited

27th Floor

25 Bank Street

London

E14 5JP

Legal Advisers to the Company

Ashurst LLP

London Fruit & Wool Exchange

1 Duval Square

London

E1 6PW

Burges Salmon LLP

One Glass Wharf

Bristol

BS2 0ZX

Auditor

BDO LLP

55 Baker Street

London

W1U 7EU

Company Secretary

Tritax Management LLP

c/o 72 Boardwick Street

London

W1F 9QZ

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6ZZ

Administrator

Link Alternative Fund

AdministratorsLimited

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Depository

Langham Hall UK Depositary LLP

8th Floor

1 Fleet Place

London

EC4M 7RA

Valuers

CBRE Limited

Henrietta House Henrietta Place

London

W1G 0NB

Colliers International Valuation UK LLP

50 George Street

London

W1U 7GA

Bankers

Bank of China Limited

London Branch

1 Lothbury

London

EC2R 7DB

Barclays Bank PLC

PO Box 3333

One Snowhill

Snow Hill Queensway

Birmingham

B3 2WN

BNP Paribas

10 Harewood Avenue

London

NW1 6AA

Canada Life Investments

1-6 Lombard Street

London

EC3V 9JU

Helaba Landesbank Hessen-Thüringen

Girozentrale

3rd Floor

95 Queen Victoria Street

London

EC4V 4HN

HSBC Bank plc

Level 2

8 Canada Square

Canary Wharf

London

E14 5HQ

J. P. Morgan Chase Bank N.A.

25 Bank Street

London

E14 5JP

PGIM Real Estate Finance

8th Floor

One London Bridge

London

SE1 9BG

Royal Bank of Scotland

250 Bishopsgate

London

EC2M 4AA

Santander

2 Triton Square

Regent’s Place

London

NW1 3AN

SMBC Bank International plc

100 Liverpool Street

London

EC2M 2AT

Sumitomo Mitsui Trust Bank

155 Bishopsgate

London

EC2M 3XU

Wells Fargo Bank, N.A.

33 King William Street

London

EC4R 9AT

Strategic report Financial statementsGovernance

Cautionary statement

This Annual Report and the Tritax Big Box REIT plc website may contain certain ‘forward-looking statements’ with respect toTritax Big

Box REIT plc’s (“Company”) financial condition, results of itsoperations and business, and certain plans, strategy, objectives, goals and

expectations with respect to these items and the economies and markets in which the Company operates. Forward-looking statements

are sometimes, but not always, identified by their use of a date in the future or such words as ‘anticipates’, ‘aims’, ‘due’, ‘could’, ‘may’,

‘should’, ‘will’, ‘would’, ‘expects’, ‘believes’, ‘intends’, ‘plans’, ‘targets’, ‘goal’ or ‘estimates’ or, in each case, their negative orother

variations or comparable terminology. Forward-looking statements arenot guarantees of future performance. Bytheir very nature forward-

looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend

oncircumstances that will occur in the future.

Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely.

There are anumber of such factorsthat could cause actual results and developments to differ materially from those expressed or implied by

these forward-looking statements. These factors include, but arenot limited to, changes in the economies and markets in which the Company

operates; changes in the legal, regulatory and competition frameworks in which the Company operates; changes in the markets from which

the Company raisesfinance; the impact of legal or other proceedings against or which affect the Company; changes in accounting practices

and interpretation of accounting standards under IFRS, and changes in interest and exchange rates. Any forward-looking statements made

in this Annual Report or Tritax Big Box REIT plc website, or made subsequently, which are attributable to the Company, or persons acting

on their behalf, are expressly qualified in their entirety by thefactors referred to above. Each forward-looking statement speaks only as of the

dateit is made.

Except as required by its legal or statutory obligations, the Company does not intend to update any forward-looking statements. Nothing

inthis Annual Report or the Tritax Big Box REIT plc website should be construed as a profit forecast or an invitation to deal in the securities

ofthe Company.

Tritax Big Box REIT plc’s commitment to environmental issues is reflected in

this Annual Report, which has been printed on Revive 100 Silk, which is 100%

post-consumer recycled, FSC

certified and totally chlorine free (TCF) paper.

This document was printed by Park Communications using its environmental

print technology, which minimises the impact of printing on the environment,

with 99% of dry waste diverted from landfill. Both the printer and the paper

mill are registered to ISO 14001.

Please recycle.

Paper statement and logos to be supplied

Tritax Big Box REIT plc

72 Broadwick Street

London

W1F 9QZ