Contents

Report of the Directors

Group Statement of Comprehensive Income

Directors, Principal Professional Advisers and Registered Office

Peel Retail and Leisure Group UK Limited was incorporated on 7 February 2025 in order to hold the companies within the Peel group whose activities relate to retail and leisure, forming a Retail and Leisure division.

On 18 March 2025 it acquired the entire share capital of Peel Retail and Leisure Finance Limited from Peel L&P Holdings (UK) Limited, a fellow group company for £nil.

On 11 June 2025 it acquired the entire share capital of Peel Advertising Limited from Peel L&P Operations Limited, a fellow group company for £1.

On 17 June 2025 it acquired the entire share capital of Peel South East Limited, from Peel L&P Holdings (UK) Limited, a fellow group company, for £305,000,000.

On 17 June 2025 it acquired the entire share capital Peel Land and Property Investments Plc, which also held subsidiary Trafford Palazzo Limited and 50% joint venture Peel L&P Assets Limited (dormant company), from Peel L&P Holdings (UK) Limited, a fellow group company for £355,000,000.

On 17 June 2025 it acquired the entire share capital of Peel L&P Outlets Management Limited, which also held subsidiary Peel L&P Outlets Facilities Limited, from Peel Retail and Leisure Group Limited, a fellow group company for £1.

On 17 June 2025 it acquired the entire share capital of Peel L&P Outlets (Gloucester) Limited, which also held subsidiary Peel Investments (Gloucester) Limited and 50% joint venture Gloucester Quays LLP, from Peel Retail and Leisure Group Limited, a fellow group company for £1.

On 17 June 2025 it acquired the entire share capital of Peel Outlets (Lowry Outlet) Limited, which also held subsidiary Lowry Outlet Limited, from Peel Retail and Leisure Group Limited, a fellow group company for £1.

On 1 September 2025 it acquired the entire share capital of Peel Retail and Leisure (Supply Services) Limited by allotment of shares for £1.

On 24 September 2025 it acquired the entire share capital of Hulton Park Limited by allotment of shares for £1.

The above transactions meet the criteria for a group reconstruction and as such merger accounting has been applied. Accordingly, the results of the company and its subsidiaries named above, along with their subsidiaries, for the years ended 31 March 2025 and 31 March 2026 are shown in the profit and loss accounts for those periods.

For the year ended 31 March 2026 the group made a profit before tax of £1.4m (2025: £39.0m).

Gross rental income has decreased from £47.5m in the year ended 31 March 2025 to £38.7m in the year ended 31 March 2026 due to a substantial transfer of investment property out of the group. The results saw a decrease in gross profit from £34.1m in the year ended 31 March 2025 to £27.9m in the year ended 31 March 2026. However surplus on revaluation of investment property decreased from £22.9m in the year ended 31 March 2025 to £13.9m in the year ended 31 March 2026 and net inter-company disposals were £147.8m. The valuation of the investment property portfolio decreased from £663.0m at 31 March 2025 to £543.1m at 31 March 2026.

The group is funded by 8.375% First Mortgage Debenture Stocks amounting to £201.6m. The interest charge on debentures decreased from £27.3m in 2025 to £17.5m in 2026 as 2025 also included interest on another debenture which were redeemed in May 2026. The group also has loans due to fellow group undertakings and the amount of interest payable on these loans has increased from £7.0m in the year ended 31 March 2025 to £11.7m this financial year. Overall, therefore, the net interest payable has increased from £10.2m in 2025 by £24.1m to £34.3m net payable during the year to March 2026. Included in interest payable is interest bank loan interest of £5.2m (2025: 6.2m) payable on secured bank loans of £62.0m (2025: £67.7m) which mature in 2027.

Finally, the tax charge in 2025 of £9.0m changed to credit of £22.4m in 2026 largely due to a non-cash deferred tax charge arising from movement on deferred tax in relation to investment property in 2026.

In respect of the property portfolio the group owns and manages a portfolio of retail parks, a retail destination known as Trafford Palazzo and various other smaller investment properties. In respect of these assets, occupational transactions throughout the year were strong, with a variety of enquiries ranging from small retail pop-ups to large multipurpose lettings. Further information is provided below.

The portfolio valuation increased to £327.0m as at 31 March 2026 (2025: £280.2m), supported by positive valuation performance and strong occupational demand across the retail parks sector.

Interest rates are falling very slowly so there is still a great deal of uncertainty in the wider economy. The directors expect the general level of activity to remain consistent with 2026 in the forthcoming year.  The group holds a diverse portfolio of assets, a mixture of commercial property and land-based assets across several property sectors and this, along with the experienced, committed and dedicated people makes the group more resilient to these factors and is well placed for the future to take advantage of any opportunities as they arise. Also, there is potential for the war in Iran to start again, which could cause changes to the macroeconomic environment and uncertainty.

Turnover

Surplus on revaluation of investment properties

Operating profit

Profit/(loss) on disposal of fixed assets

Net interest expense

Net profit for the year

Financial investment *

Net debt

Overall loan to value**

Shareholder's funds/(deficit)

* Financial investment represents cash used to acquire investment property and other fixed assets during the year.

** Calculated as total loans as a proportion of aggregated investment property and operating buildings.

Strategic Report continued

economic cycles, including impact on tenant covenant quality. This risk is mitigated by a large and diversified customer base and strong relationships with tenants;

interest rates and their impact on property values. This risk is mitigated by a large multi-asset portfolio;

potential impact of adverse changes in property values on the group's ability to comply with its banking covenants in the future. This risk is mitigated by a large multi-asset portfolio;

the group's activities expose it to the financial risk of changes in interest rates causing a cash flow risk. The group uses interest rate contract swaps to hedge this exposure;

the demand for commercial and residential property and the availability of funding from prospective buyers. This risk is mitigated by long leases;

a small proportion of variable rate borrowing is not fixed via interest rate swaps, leaving the group with exposure to interest rate fluctuations. However virtually all the external borrowing is either fixed rate or covered by an interest rate swap;

environmental impact and climate change. The group aims for its projects to have a positive environmental impact, and the challenge is to “future-proof” projects in terms of energy usage and the move to zero carbon. The group has a sustainability officer and environmental consultants to facilitate this process.

The main risks affecting the group are planning risk and changes to the macroeconomic environment. Uncertainty in the national and local planning permission regimes arising from the change of government affect the ability to promote upcoming planning applications. An economic downturn in industrial and residential market conditions could lead to a fall in property values, reduced sales and an impact on tenants' ability to pay. Given that the group owns a number of investments that operate in real estate sector, changes in sentiment in these markets and this could impact the value of those investments.

Section 172 requires that “a director of a company must act in the way he considers, in good faith, 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 regard (amongst other matters) to:

1.

the likely consequences of any decision in the long term;

2.

the interests of the company's employees;

3.

the need to foster the company's business relationships with suppliers, customers and others;

4.

the impact of the company's operations on the community and the environment;

5.

the desirability of the company maintaining a reputation for high standards of business conduct; and

6.

the need to act fairly as between members of the company”.

1.

The Board annually approves a budget for each business.  It monitors its implementation throughout the year using operating and financial performance reports. This includes examining all banking covenants such as loan-to-value and income-to-interest ratios. Banking covenants are certified and reported to the lenders monthly or quarterly. The bank covenants are carefully monitored, and the directors prepare and review cash flow, profit and loss, and balance sheet forecasts and their impact on covenants for at least twelve months in advance.  The Board ensures the group complies with its banking covenants at the reporting deadline.

2.

The group's approach to sustainability includes the three pillars of economic investment, enhancing our environment and delivering value for our communities.

The work of the independent businesses brings these pillars to life by delivering their promise of social and environmental responsibility and sensible, sustainable commercial actions.  The businesses devote their energy to accomplishing great things; not for their own sake, or the group's, but for those who come after. That is today, tomorrow, and for generations to come. The ambitions are for a more prosperous, sustainable future for all; where people and places are matched with the opportunity to be the best they can be.

The individual businesses within The group each embrace their sustainability initiatives to meet the current needs of the business and stakeholders whilst keeping ahead of key trends to ensure future-proof activities. The group is often the facilitator, with an indirect impact on sustainability.  We can only achieve these ambitions by working together with partners to keep pace with key future trends.

The group engages with local communities through consultation and collaborative working. This includes:

-

Early and ongoing engagement with the public on all planning applications;

-

Liaison with key community groups as developments mature; and

-

Careful management of the shared open space on sites, often in collaboration with local residents.

3.

The group legacy matters, it takes great pride in the outcomes it achieves, the people it works with, how it goes about its business and the transformational projects it delivers.

The directors take the group's reputation seriously, and this is not limited to only operational and financial performance. Through our placemaking projects and land holdings we are investing in the long-term futures of the communities in which we operate, striving to make a positive social impact for all. This includes activities such as facilitating job and training opportunities through our development projects, improving the resilience of our assets to our changing climate, and providing diverse and abundant public space that supports both positive mental and physical health and wellbeing of communities. The group's vision, values and approach to managing our existing portfolio and future developments translate into economic, environmental and social reality with a mix of transport, leisure, renewable energy and residential projects to create an exciting, sustainable environment that delivers future prosperity, job creation and low carbon growth.

Our long-term vision can only be achieved with the best possible relationship with employees. Regular engagement meetings are held with directors, managers and supervisory staff to convey information about the business.

The group's policy is to ensure, in so far as it can, the health, safety and welfare of everyone engaged in or affected by its activities.

The individual businesses operate their own people initiatives and engage with their teams through site and office visits, team-building activities and social events whilst encouraging feedback.

The group has committed to having a workforce that more accurately reflects society. To achieve this, the business has a suite of policies and procedures that support diversity and ethical practices. All employees must take online courses, including a requirement to pass an examination on relevant subjects.

During the year, the group continued to provide training and development opportunities for employees at all levels through a structured programme of courses, seminars and workshops. This is supported by the Personal Development Hub, accessible to all the group team members, which delivers e-learning (including mandatory training), facilitates the booking of face-to-face training and development courses, and maintains a record of completed learning, including Continuing Professional Development. The group also launched a benefits platform during the year to support colleagues in better understanding and accessing the benefits available to them.

Alongside this, the group supported employees in undertaking additional learning and qualifications alongside their day-to-day roles. As at 31 March 2026, four employees were undertaking apprenticeships or additional qualifications, and three colleagues were participating in leadership development coaching. Peel also launched a benefits platform during the year to support colleagues in better understanding and accessing the benefits available to them.

The group remains committed to fostering a working environment where colleagues are treated fairly and with respect, and where inclusion, equal opportunity and ethical practices are embedded through policies, procedures and learning programmes. The directors recognise that this approach supports employee wellbeing and engagement, strengthens retention and internal talent development, and underpins long-term organisational capability.

1.

The principal customers of the group are tenants who occupy the group's property portfolio and entities who acquire property or land that the individual businesses have (following approval by their ultimate shareholder) decided to sell.

In respect to tenants, these are key to ensuring there is demand for the group's lettable space. Each property the group owns is assigned a property manager employed by a fellow subsidiary undertaking of the group. The property manager is the first point of contact for the tenant who keeps in regular contact with the tenants via phone calls, tenant liaison meetings, and newsletters.  They are on hand to deal with any queries the tenants may have regarding rent, issues relating to the property, or other leasing arrangements. This allows the group to plan for rent reviews, lease renewals, lease expiries etc. The group also undertakes surveys of key tenants from time to time to ensure engagement with them is the best that can be achieved.  Where relevant, individual businesses attend the Completely Retail conference twice a year, liaise with retail tenants to understand their changing requirements and challenges, and explore potential new developments with them.

In respect to sales, these are an important source of income for the group. The principal customers range from housebuilders to pension funds to individuals. Typically, although only sometimes, the group will use agents to identify and market property to potential buyers.

2.

The success of the group, whether in a planning application, the construction of a property, or the maintenance of the land estate, depends on having a positive and robust relationship with our suppliers. A consistent approach is taken when approving and using new suppliers to ensure our understanding of their business is appropriate for the group. Typically, suppliers are used who are familiar with the assets they work on and this is more cost-efficient and fosters good relationships. Scrutiny is also applied to the competency of suppliers and levels of insurance cover available to ensure that they are appropriate to the particular type of goods or services being supplied.

3.

The group requires external capital to fund its activities, acquisitions and growth. The group has a strong relationship with most of the major clearing banks. Regular dialogue is held with them to discuss existing debt, covenants and opportunities for future funding. In addition, the group holds long-term debt, and regular meetings and updates are provided to the lenders. These forums offer the opportunity for the lenders to more fully understand the business and allow The group to opportunity to seek to negotiate any amendments to facilities that may be required and plan for any new capital requirements or repayments.

4.

The individual businesses within the group support the Government's priorities in the next few years both at a regional and national level in areas such as economic growth, climate change, and addressing the housing shortage.

The group also engages with local government, Combined Authorities, Local Enterprise Partnerships, local community groups and other partners before, during and after planning applications.

The group recognises the importance of community engagement given the scale of what the business is trying to achieve. Against this background, our approach to public consultation has been reviewed to ensure we are going above and beyond the minimum expectations outlined in local authorities' Statement of Community Involvement.

For larger schemes, we implement a multi-phased iterative consultation process. This process utilises both traditional consultation elements, such as public exhibitions and leaflet drops, as well as more innovative digital methods to engage those groups who typically do not take part in public consultation exercises.

Our Consultation Reports detail how we have responded to feedback received and, where appropriate, have been able to incorporate this feedback into scheme design.

We also endeavor to engage with our key communities outside of key milestones in the planning process to ensure we are building strong relationships.

Our activities across the group continue to align to several of the United Nations Sustainable Development Goals (SDGs), otherwise known as the Global Goals. Individual standalone businesses may choose which of the SDGs in which to align their plans and activities, whilst always recognising that no goal could be achieved without working in partnership with stakeholders. To illustrate our continued efforts to deliver positive impacts to communities and enhance our environment, please see the following activities delivered throughout year ended March 2026:

-

Continued compliance to energy management through the group's ISO 50001 certification.

-

The independent businesses operate responsibly and maintain a high standard of business conduct and governance.

The individual businesses are all subject to a set of principles that specify matters for which shareholder approval is required, delivered via a formal Investment Committee process. Matters reserved for shareholder approval include the approval of individual business plans, investments, additional capital expenditure requirements and sales and lettings above specified values as well as day-to-day governance matters intended to ensure that the individual businesses continue to operate as part of the wider group and so maintain consistency and integrity in their day-to-day operations.

The Board engages with its ultimate shareholder in monthly Board meetings during which performance and financial position are reported and business strategy discussed. The Board also operates an Investment Committee process as referenced above and engages annually with the shareholder's Remuneration Committee.

At 31 March 2026 the group is in a position of having net current liabilities. However, after making enquiries, along with the confirmation from Peel Retail and Leisure Group Limited, (“Peel L&P Group”), the group's holding company, that they will continue to provide the necessary level of support to enable it to continue to operate for the 12 months from signing the financial statements, the directors have concluded they have a reasonable expectation that the group has adequate resources to continue in operational existence for the 12 months from signing the financial statements and therefore they continue to adopt the going concern basis in preparing the financial statements.

Further details regarding the adoption of the going concern basis can be found in the statement of accounting policies in note 1 of the financial statements.

Except where stated, the directors who held office during the financial year and up to the date of signing the financial statements are:

The company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Included in the strategic report's section 172 statement is information relating to engagement with suppliers, customers and others

which would otherwise be required by Schedule 7 of the ‘large and medium sized companies and groups (accounts and reports) regulations 2008' to be contained in a report of the directors.

Report of the Directors continued

The group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the group's policies approved by the directors. The group does not use derivative financial instruments for speculative purposes.

The group's exposure to foreign currency risk is minimal.

Trade debtors as presented in the notes to the Balance Sheet are net of provisions for doubtful debts. A provision for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.

The group's activities expose it to the financial risk of changes in interest rates. The group uses interest rate contract swaps to hedge this exposure.

To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance with an emphasis on working with joint venture partners.

Report of the Directors continued

During the period 2025-26, the Peel Group and its affiliates, including this group were part of a major corporate restructuring, following which a substantive number of assets were transferred. The group was a recipient of several transferred assets with the principal transfer taking effect on 15 April 2025, approximately two weeks into the reporting period, and a small number of further transfers completing at later dates during the year. Given that the group held the transferred assets for the majority of the reporting year, the directors have agreed to include the assets full year consumption in the SECR disclosure of the receiving Peel company. The approach will ensure continuity and guarantee an accurate year-on-year comparison for the receiving companies SECR submission in the following year. The energy efficiency action delivered during the financial year 2025-2026 in respect of these assets will also be included within the SECR disclosures of the receiving group companies.

Report of the Directors continued

During the year ended 31 March 2026, Peel Retail and Leisure group have:

Maintained ISO 50001:2018 certification across three principal business areas, Gloucester Quays, Trafford Palazzo and Quayside, with no non-conformities identified. The certification supports the identification, planning, implementation and monitoring of energy-saving initiatives across the business.

Implemented a new energy monitoring platform with enhanced functionality, improving the identification and tracking of energy-saving opportunities, the capture of infrastructure and project data, and the reporting of energy performance.

Completed the replacement of legacy lighting infrastructure with energy-efficient LED technology throughout Gloucester Quays car park, reducing electricity consumption, lowering the associated carbon footprint and enhancing the overall energy performance of the asset.

Continued to promote and optimise the use of virtual meeting platforms, reducing unnecessary business travel and the associated carbon emissions.

The Trafford Palazzo thermal improvement project commenced during the year ended 31 March 2026 and reached practical completion on 16 July 2026. The works comprised automated roof-level vents to reduce heat loss whilst retaining the existing natural smoke extract system, together with overhead door heaters at key entrances to provide an air curtain during colder periods. The completed works provided the most effective means of improving temperatures throughout the mall without the need for a mechanical heating system.

The group remains committed to reducing its energy consumption and associated carbon emissions through the ongoing implementation of practical and cost-effective energy-saving measures.

Report of the Directors continued

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.  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 company and of the profit or loss of the company 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 applicable UK Accounting Standards have been followed; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The group made no charitable or political contributions during the financial year (2025: same).

Each of the persons who is a director at the date of approval of this report confirms that:

so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware; and

they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Deloitte LLP was appointed auditor to the company in the year. In the absence of a general meeting the auditor is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board of Directors and signed on behalf of the Board

Independent Auditor's Report to the members of Peel Retail and Leisure Group UK Limited

We have audited the financial statements which comprise:

the group profit and loss account;

the group statement of comprehensive income;

the group and company balance sheets;

the group and company statements of changes in equity;

the group cash flow statement;

the related notes 1 to 24.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Independent Auditor's Report to the members of Peel Retail and Leisure Group UK Limited continued

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.

Independent Auditor's Report to the members of Peel Retail and Leisure Group UK Limited continued

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.

We considered the nature of the group's industry and its control environment, and reviewed the group's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group's business sector.

We obtained an understanding of the legal and regulatory framework that the group operates in, and identified the key laws and regulations that:

had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and

do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. These included General Data Protection Regulation, employment law, health and safety regulations and building regulations.

We discussed among the audit engagement team including relevant internal specialists such as tax, valuations, IT, and industry specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

valuation of investment property, which presents a fraud risk due to the significant judgement required in the assumptions underlying the property valuations and inherent estimation uncertainty. We addressed the risk by challenging the principal assumptions used to derive the open market value through substantive procedures. These included;

•

the review of equivalent yields against market rates,

•

challenge of methodology by RICS certified internal experts and,

•

substantive testing of committed rent receivable and the assessment of disposals against fair value.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Independent Auditor's Report to the members of Peel Retail and Leisure Group UK Limited continued

This report is made solely to the 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

For and on behalf of Deloitte LLP

Statutory Auditor

Manchester, United Kingdom

Cost of sales

Surplus on revaluation of investment properties

Impairment of other fixed assets

Administrative expenses

Other operating income

Profit/(loss) on disposal of fixed assets

Net interest payable and similar expenses

Tax on profit

Profit for the financial year

Unrealised net surplus on revaluation of operational buildings

Deferred tax relating to revaluation of operational buildings

     (30,339)

The loss for the financial period dealt with in the financial statements of the parent company was £30,339,000.

The financial statements of Peel Retail and Leisure Group UK Limited, company number 16236161, were approved by the directors and authorised for issue on 15 September 2026.

       Group Statement of Changes in Equity for the year ended 31 March 2026

At 1 April 2024

Profit for the financial year

Unrealised net deficit on revaluation of operational buildings

                      -

                      -

Deferred tax relating to revaluation of operational buildings

                      -

                      -

Other comprehensive income

Total comprehensive income

Transfer of excess depreciation charge

                      -

Reserves realised on disposal of operating buildings

Movement on merger

reserve

        131,786

At 31 March 2025

Profit for the financial year

Unrealised net surplus on revaluation of operational buildings (note 11)

                      -

Other comprehensive income

Total comprehensive income

Transfer of excess depreciation charge

Release of reserves on disposal of operating building

Movement on merger

reserve

At 31 March 2026

Company Statement of Changes in Equity for the year ended 31 March 2026

At 1 April 2024 and at 31 March 2025

Loss and other comprehensive expense for the financial year

Total comprehensive expense for the financial year

At 31 March 2026

Purchase of investment properties

Receipts from sales of investment properties

Purchase of other fixed assets

Interest received

Interest paid

Movements in restricted cash

Loans drawn down

Loans repaid

Repayments under finance leases

               11,826

Cash at beginning of year

Cash at bank

Overdrafts

Restricted cash

Total cash

              12,841

               27,972

Peel Retail and Leisure Group UK Limited is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England & Wales with company registration number 16236161. The registered office is Venus Building, 1 Old Park Lane, TraffordCity, Manchester, M41 7HA.

The directors have received confirmation that Peel Retail and Leisure Group Limited (“Peel Group”), the group's holding company, will continue to provide the necessary level of support to enable it to continue to operate for 12 months from signing the financial statements The directors of Peel Retail and Leisure Group Limited have also received confirmation from the directors of its parent company Peel L&P Group Limited and its parent (Peel Holdings (IOM) Limited) that it will continue to provide the necessary level of support for this period if required.

In considering the ability of Peel Group to provide any necessary support in the context of the uncertainties it faces as a result of the current economic climate, the directors have obtained an understanding of Peel Group's forecasts, the continuing availability of its facilities and its strategic and contingent plans. Cashflow forecasts reflect current expectations of the activity of the group's investments. Sensitivities have also been considered to reflect downside scenarios, including potential reductions in property valuations, and the impact on covenants on debt facilities. These covenants currently operate with headroom and in the event of reductions in value there are mitigating actions that could be deployed to create further headroom. These forecasts show that, even allowing for these downsides, for a period of 12 months from the signing of the accounts the group has sufficient cash reserves to mitigate risks and is in a strong position to withstand the potential impact. The directors are confident that the group is well placed to manage its business risks satisfactorily and is in a strong position to withstand any negative impact of the current economic climate.

The directors have adopted the basis of preparation set out above because they consider that it is necessary in order to give a true and fair view of the results of the group for the year ended 31 March 2026.

All other subsidiaries are consolidated under acquisition accounting principles.  Results of subsidiary undertakings acquired or disposed of during the year are included from the date of acquisition or to the date of disposal (to the extent of group ownership).

Other fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment.  Depreciation is provided on all other fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Individual freehold and leasehold properties other than investment properties are revalued every year with the surplus or deficit on book value being transferred to the revaluation reserve, except that a deficit which is in excess of any previously recognised surplus over depreciated cost relating to the same property, or the reversal of such a deficit, is charged (or credited) to the profit and loss account.  A deficit which represents a clear consumption of economic benefits is charged to the profit and loss account regardless of any such previous surplus.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance expense in profit or loss in the period in which it arises.

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.  The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.  Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors do not consider there to be any critical accounting judgements that must be applied other than those that include an element of uncertainty.

The group makes estimates and assumptions concerning the future.  The resulting accounting estimates will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are addressed below:

Gross rental income from investment property

Service charge income

Utility income

Other

Investment properties

Interest payable and similar expenses:

On bank loans and overdrafts

Amortisation of loan fees

On first mortgage debenture stock

Movement in fair value of interest rate swaps

On amounts owed to group undertakings

Interest receivable and similar income:

On bank and other deposits

Other interest

On amounts owed by group undertakings

Movement in fair value of interest rate swaps

Net interest payable and similar expenses

Profit before taxation is stated after (crediting)/charging:

Impairment of goodwill

Net surplus on revaluation of investment properties (note 10)

Depreciation of other fixed assets - owned assets (note 11)

Impairment of other fixed assets (note 11)

Profit/(loss) on disposal of fixed assets (note 4)

The audit of the company financial statements pursuant to legislation

Compliance certificates

Tax compliance services

Other taxation advisory services

Current tax:

UK corporation tax

Group relief

The average monthly number of persons employed by the company in administration during the year, inclusive of executive directors, was 43.

Wages and salaries

Social security costs

Pension costs

In the year ended 31 March 2025, the group and the company had no employees other than the directors and no key management personnel other than the directors. Employees are held in another group company and associated costs were recharged.

Emoluments

At 1 April 2025

Additions

Lease incentives

Intercompany transfer

Reclassification from other fixed assets

Revaluations

At 31 March 2026

The historical cost to the group of all investment properties is £531,653,000 (2025: £650,966,000).

100% (2025: 100%) of the investment property portfolio was professionally valued by external Royal Institution of Chartered Surveyors valuers.

Nil% (2025: 19%) of the investment property portfolio was professionally valued by the group's own Royal Institution of Chartered Surveyors qualified staff.

The valuations were undertaken in accordance with “Red Book Principles” and were conducted on the basis of Market Value. The

investment properties are valued by adopting the ‘investment method' of valuation. This approach involves applying capitalisation

yields to current and, if any, reversionary income streams. The capitalisation yields and future rental values are based on comparable

property and leasing transactions in the market using the valuers' professional judgement and market observation. All of the valuers

hold professional qualifications and have many years of relevant experience in valuing these types of assets.

The investment property portfolio was professionally valued using the investment approach.

Knight Frank

Jones Lang LaSalle

CBRE Limited

Carter Jonas

At 1 April 2025

Additions

Transfer on disposal of subsidiaries (note 12)

Reclassification to investment property

At 31 March 2026

At 1 April 2025

Charge for the financial year

Revaluations

At 31 March 2026

At 31 March 2026

At 31 March 2025

100% of the operational buildings portfolio was professionally valued at 31 March 2025 by Jones Lang LaSalle, RICS qualified property consultants, using the investment approach. The methodology involves calculating the present value of the future rent and royalty income using a discount rate which reflects current economic and market indicators and any specific factors relevant to each site. The assets are classified as specialist property with minimal evidence of comparable transactions therefore the valuers have discounted the valuation to reflect this. The valuers are qualified chartered surveyors who have considerable specialist expertise in valuing this type of asset.

At 1 April 2025

Additions

At 31 March 2026

At 31 March 2026

At 31 March 2025

Details of the investments of the group and all its subsidiary undertakings are given below.

The subsidiary undertakings consolidated as at 31 March 2026, all of which were directly and wholly owned ordinary shares unless otherwise stated were as follows:

England & Wales

Peel Land and Property Investments Plc

Property investment and development

England & Wales

Peel Outlets (Gloucester) Limited

Property investment and operation of a retail centre

England & Wales

P eel Investments (Gloucester) Limited*

Holding company

England & Wales

Gloucester Quays LLP *

Property management

England & Wales

Peel Outlets (Lowry Outlet) Limited

Holding company

England & Wales

Lowry Outlet Limited *

Property investment and development

*

indirectly owned.

England & Wales

Peel Advertising Limited

Rental of advertising space

England & Wales

Peel L&P Outlets Facilities Limited *

Car parking services

England & Wales

Peel Retail and Leisure Finance Limited

Provision of finance

England & Wales

Peel South East Limited

Property investment and development

England & Wales

Peel Retail and Leisure (Supply Services) Limited

Utility services

England & Wales

Hulton Park Limited

Property development

England & Wales

Peel L&P Outlets Management Limited

Holding company

*

indirectly owned

Trade debtors

Amounts owed by subsidiary undertakings

Amounts owed by fellow group undertakings

Amounts owed by related parties

Other debtors

Development deposits and prepaid

Prepayments and accrued income

Derivatives

Debtors above include the following:

Amounts falling due after more than one year: Derivatives

Amounts owed by group undertakings

                  -

Trade debtors are presented net of provisions for impairment of £443,000 (2025: £979,000).

Unrestricted cash

Restricted cash

Creditors: amounts falling due within one year

Overdrafts

First Mortgage Debenture Stocks

Secured bank loans

Finance leases

Debt falling due within one year

Trade creditors

Amounts owed to subsidiary undertakings

Amounts owed to fellow group undertakings

Other taxes and social security

Other creditors

Accruals

Deferred income

Development costs to site completion

Derivatives

Amounts owed to subsidiary undertakings

    699,006

Amounts owed to group undertakings

                -

Derivatives shown above represent the total amount of financial liabilities measured at fair value through profit or loss at the reporting date.

16. Creditors: amounts falling due after more than one year

First Mortgage Debenture Stocks

Secured bank loans and overdrafts

Finance leases

Debt falling due after more than one year

Derivatives

Details of security, interest rates and repayment dates on the above borrowings are disclosed in note 17.

Derivatives shown above represent the total amount of financial liabilities measured at fair value through profit or loss at the reporting date.

Creditors: amounts falling due within one year

Creditors: amounts falling due after more than one year

Gross debt

Cash at bank and in hand

The above amounts represent the both the minimum lease payments and the fair value of minimum lease payments.

Within 1 year

1–2 years

2–5 years

After five years – not by instalments

Within 1 year

         111,719

1–2 years

2–5 years

           61,652

          173,371

After five years – not by instalments

          201,525

          374,896

First Mortgage Debenture Stock

10.0%

First Mortgage Debenture Stock

8.375%

Bank loan

3.75 and compounded interest rate

Bank loan

SONIA +3.75

Finance leases

|Overdrafts

Cash at bank

Overdrafts

Total cash

Bank loans

Finance leases

Net debt

At 1 April 2025

Profit and loss account

Addition

Capitalised land remediation relief

Capitalised interest

Interest rate swaps

Revalued investment properties

Revalued operational assets

Fixed asset timing differences

Losses

Corporate interest restriction asset

Receipts due within:

1 year

1 – 5 years

       101,659

Over 5 years

One ordinary share of £1

The revaluation reserve is in relation to the revaluation of operational buildings which takes place annually. It represents the accumulated annual transfers of the surplus, or deficit which reverses a previous surplus, on revaluation.

Group operating profit

Non-cash adjustments:

Revaluation surplus on investment properties

Creation less amortisation of lease incentives

Impairment of investment properties

Impairment of other fixed assets

Depreciation of other fixed assets

Movement in provisions

Operating cash flow before movement in working capital

Movement in debtors

Movement in creditors

Net cash flows from operating activities

Capital expenditure contracted for but not provided for in these financial statements

On investment property

On other fixed assets

Companies in the Evyve Limited group of companies

Provision of services

See below (ii)

TFGM

Provision of services

See below (iii)

(i)

Peel Ports Holdings (CI) Limited is owned 37.575% by a group associate.

(ii)

Evyve Limited is a 50% owned group joint venture in the wider Peel group.

(iii)

Transport for Greater Manchester is an entity with which a 50% joint venture is held.

(iv)

Trafford Golf Centre Limited is under common control with a group director.

(v)

Media City Salford Limited (formerly Peel Media Limited) is part of an investment held by the wider group.

Companies in the Peel Ports Holdings (CI) Limited group of companies

        Services

Trafford Golf Centre

Media City Salford Limited (formerly Peel Media Limited)

        Services

The ultimate parent company in the period to 31 March 2026 was Tokenhouse Limited, a company incorporated in the Isle of Man.  Tokenhouse Limited is controlled by The Billown 1997 settlement, the ultimate controlling party.

The immediate parent company is Peel Retail and Leisure Group Limited, a company incorporated in the Isle of Man.

The largest group of companies of which the company is a member, that produces consolidated accounts, is Peel Holdings Group Limited, a company incorporated in the Isle of Man. Its registered office is Ballaman Manor, Ballnahowe Road, Port Erin, Isle of Man, IM9 65F.