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Audited Results for year end 31 December 2025

In brief · summary, not quotable

Alina Holdings reported loss of £801k for 2025, wider than prior year, with book value per share declining to 16.9p.

Full year to 31 Dec 2025NowYear beforeChange
Profit before tax (£0.8m) (£0.3m)
Net income (£0.8m) (£0.3m)
Cash from operations (£0.4m) (£0.8m)
Cash £0.4m £0.8m −47.4%

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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30-Apr-2026 / 17:13 GMT/BST

Alina Holdings PLC

Alina Holdings PLC

(Reuters: ALNA.L, Bloomberg: ALNA:LN)

("Alina" or the "Company")

AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025

The Company today announces its audited results for the year ended 31 December 2025.

The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2025, which will be published today on the Company's website www.alina-holdings.com. A copy has also been submitted to the National Storage Mechanism where it will be available for inspection. Cross-references in the extracted information below refer to pages and sections in the Company's Report and Accounts for the year ended 31 December 2025.

Highlights for the Year ended 31 December 2025

GROUP RESULTS 2025 versus 2024

Group Net Profit / (Loss) for the period - £000(£801) vs (£327)
Group Earnings / (Loss) Per Share (both basic and diluted)* 1(3.53p) vs (1.44p)
Reported Book value per share* 216.9p vs 20.5p
Cash - £000£447 vs £850
Financial Holdings - £000£1,617 vs £0
Property Holdings - £000* 3£2,361 vs £2,555

* 1 based on weighted average number of shares in issue of 22,697,000 (2024: 22,697,000)

* 2 based on actual number of shares in issue as at 31 December 2025 of 22,697,000 (2024: 22,697,000)

* 3 Property Holdings, as shown above, reflect ownership of Hastings and Brislington (as at December 2025 & December 2024).

Report for the Year to 31 December 2025

Alina Holdings PLC (“Alina” or the “Company”) is a company registered on the Main Market of the London Stock Exchange. The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”).

Chairman’s Statement

2025 saw significant progress at the Company’s remaining property assets with rentals at the Company’s Bristol property resulting in passing rent increasing in 2025/2026 to more than £200K. In Hastings we also made significant progress and have now secured non-binding agreements with two national brand hospitality companies; final contracts will be subject to approval by their respective board’s as well as reaching agreement on detailed Terms and Conditions.

Rather annoyingly the contractually agreed sale of the Company’s Brislington property fell through due to non-performance on the part of the buyer. Whilst we did not achieve the desired outcome, we did, nonetheless, retain the buyer’s £110,000 deposit.

For the remainder of 2026, the Board’s focus is on the redevelopment of Castle Court, Hastings to accommodate the two National Brand tenants on the ground floor and the conversion of the upper units into live/workspace, as well as the sale of the Brislington, Bristol property.

Duncan Soukup

Chairman

Alina Holdings plc

Financial Review

The financial statements contained in this report have been prepared in accordance with UK Adopted International Accounting Standards.

Result

The Group recorded a loss for the year to 31 December 2025 of (£801k) vs 2024 loss of (£327k).

Throughout the reporting period the Group had no borrowings and held cash reserves at 31 December 2025 of £447k vs 2024 of £850k.

Operating Expenses

Property operating expenses for the year to 31 December 2025 were £198k vs 2024 £139k.

Administrative Expenses

Administrative expenses were £542k in 2025 vs £693k during the year to 31 December 2024. Every effort will be made to further reduce operating expenses in 2026.

Shareholders’ Equity (Book Value or BV)

The BV at 31 December 2025 was £3.85m vs £4.65m in 2024, or 16.9p vs 20.5p per share in 2024.

At 31 December 2025 the Group held £447k of cash vs. £850k as 31 December 2024. 2025 Year-end debt was Nil as per 2024.

At 31 December 2025, one of the companies’ properties is classed as held for sale at a valuation of £1.2m in line fair value less costs to sell.

Financing

The Group had no borrowings during the year and the Group’s operations were financed from its property income.

During the reporting period the Group held some of its cash in foreign currencies. These holdings generated a small unrealised loss at the end of the period, principally from the decrease in USD value against GBP across the period. The risk associated with foreign currency holdings is described in Note 16 to the financial statements.

Dividend

In line with the Group’s current dividend distribution policy no dividend will be paid in respect of the reporting period. The directors will continue to review the dividend policy in line with progress with the Group’s investment strategy.

Risk Management & Operational Controls

The directors recognize that commercial activities invariably involve an element of risk. A number of the risks to which the business is exposed, such as the condition of the UK domestic economy and sentiment in the UK property market, are beyond the Company’s influence. However, such risk areas are monitored and appropriate mitigating action, such as reviewing the substance and timing of the Company’s operational plans, is taken wherever practicable in response to significant changes. The directors consider the risk areas the Company is exposed to in the light of prevailing economic conditions and the risk areas set out in this section are subject to review.

In relation to asset management, the Company’s approach to risk reflects the Company’s granular business model and position in the market and involves the expertise of its directors, management and third-party advisers. Operational progress and key investment and disposal decisions are considered in regular management team meetings as well as being subject to informal peer review.

Higher level risks and financial exposures are subject to constant monitoring. Major investment and disposal decisions are subject to review by the directors in accordance with a protocol set by the Board.

The Board’s approach in this area is further explained in the Governance section, under Risk & Internal Control.

Principal Risks and Uncertainties

Potential RiskImpactMitigation
RankProperty and Investment Portfolio Performance
1.Effect of downturn in macroeconomic environmentTenant defaults Reduced rental income Increased void costs Reduction in Net Asset Value and realisation value of assetsActual and prospective voids and rental arrears continually monitored. Early identification of / discussions with tenants in difficulties Regular review of all properties for lease terminations and tenant risk, with early action to take control of units as appropriate Limited requirement for tenant incentives within sub-sector Close liaison with local agents enables swift decisions on individual properties Tendency of small traders to take early action in response to economic conditions Diverse tenant base Sustainable location and property use Ensuring positions are sufficiently hedged to ensure long and short positions are in place to take advantage of the market movements
2.Higher than anticipated property maintenance or improvement / refurbishment costsIncome insufficient to cover costs Decline in property valueAll material expenditure subject to authorisation regime Capital expenditure subject to regular review
3.Changes to legal environment, planning law or local planning policyAdverse impact on portfolio Loss of development opportunity Reduction in realisation value of assetsMonitoring of UK property environment and regulatory proposals Close liaison with agents and advisers Membership of and dialogue with relevant industry bodies
4.Failure to comply with regulatory requirements in connection with property portfolio, including health, safety and environmentalTenant and third-party claims resulting in financial loss Reputational damageGuidance on regulatory requirements provided by managing agents and professional advisers Individual properties monitored by asset managers and agents Managing agents operate formal regulatory certification process for residential accommodation Ongoing programme of risk assessments for key multi-tenanted sites Key risks covered by insurance policies
Corporate Governance & Management
5.Non-availability of information technology systems or failure of data securityImpact on operations and reporting ability Financial claims arising from leak of confidential informationProvision of effective security regime with automatic off-site data and systems back-up
6.Financial and property market conditionsInsufficient finance available at acceptable rates to fulfil business plans Inability to execute investment property disposal strategy owing to fall in property market values Financial impact of debt interest Breach of banking covenantsThe Group is debt-free and debt finance has not been required to date. Finance risks reduced with provision of cash reserve Impact of interest rates on property yields monitored

Operational Controls

During the year, the directors continued to recognize that the Company’s ability to operate successfully is largely dependent on the maintenance of its straightforward approach to doing business and its reputation for integrity. All those who act on the Company’s behalf are required to behave and transact business in accordance with the highest professional standards. As well as compliance with all relevant regulatory requirements, this extends to customer care and external complaint guidelines. The Company has adopted a Code, Policy and Procedures under the Market Abuse Regulation. The majority of the operations were contracted to Eddisons Property Management. Eddisons have looked after the property management for previous years and include the provision of all applicable compliance procedures. The directors were satisfied that the governance procedures adopted by Eddisons in relation to its clients were appropriate and protected the Company’s interests. The Company’s corporate governance regime is underpinned by a whistle-blowing procedure, enabling perceived irregularities to be notified to members of the Board, principally the senior independent non-executive director.

The Board has overall responsibility for the Company’s internal control systems and for monitoring its effectiveness. The Board’s approach is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable assurance against material misstatements or loss. The directors have not considered it appropriate to establish a separate internal audit function, having regard to the Company’s size. The Board’s approach to internal controls covers all companies within the Group and there are no associate or joint venture entities which it does not cover.

The principal foundations of the Company’s internal control framework during the reporting period were:

statements of areas of responsibility reserved to the directors, with prescribed limits to executive authority to commit to expenditure and borrowing;

effective committee structure with terms of reference and reporting arrangements to the Board;

clear remits for the delegation of executive direction and internal operational management functions;

framework for independent directors to provide advice and support to executive directors on an individual basis;

top-level risk identification, evaluation and management framework;

effective systems for recognized capital expenditure and significant revenue items and monitoring actual cost incurred;

ongoing reporting to the Board of operational activity and results;

regular review of operational forecasts and consideration by the directors;

ongoing reporting to the directors on health, safety and environmental matters.

The Board reviews the effectiveness of the Company’s risk management systems against the principal risks facing the business and their associated mitigating factors, taking account of the findings and recommendations of the auditors at the Company’s half-year and year-end. Following its review of the auditors’ findings during the reporting period, the Board considers that the Company’s approach remains effective and appropriate for a business of the Company’s size and complexity.

Key Contracts

There are currently no contracts which require third party approval for any change to the nature, constitution, management or ownership of the business. The appointment agreements of directors do not contain any provisions specifically relating to a change of control.

Charitable and Political Donations

During the reporting period the Group made no donations for charitable and no donations for political purposes (2024: nil)

Section 172 Companies Act 2006

The Directors acknowledge their duty under s.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had regard (amongst other matters) to:

the likely consequences of any decision in the long term. The Group’s long-term investment strategy is shown in the Chairman’s Report, with associated risks highlighted in the Strategic report.

the impact of the Group’s operations on the community and the environment. The Group operates honestly and transparently. We consider the impact on the environment on our day-to-day operations and how we can recognize this.

the desirability of the Group maintaining a reputation for high standards of business conduct. Our intention is to behave in a responsible manner, operating within the high standard of business conduct and good corporate governance, as highlighted in the Corporate Governance Statement on page 11.

the need to act fairly as between members of the Group. Our intention is to behave responsibly towards our shareholders and treat them fairly and equally so that they may benefit from the successful delivery of our strategic objectives.

This Financial Review was approved by the directors on 30 April 2026.

Duncan Soukup, Chairman

Corporate Responsibility Statement

During the year we continued to focus on the three principal contributors to the success of our business:

the talent and commitment of our executives;

our relationships with national and local advisers, partners and clients; and

the well-being of the businesses that occupy our properties and the communities in which they operate.

The directors remain conscious that the Group’s ability to operate effectively rests on our reputation for fairness and a straightforward and honest approach to conducting business. We therefore strive to transact business in accordance with the highest professional standards and all those who act on our behalf are expected to do the same. Besides complying with all relevant legislation and professional guidelines, this includes customer care and external complaint procedures.

We have again considered whether it is appropriate to report on relevant human rights issues. In the context of our business and the reduced size of our investment portfolio, we do not believe that the provision of detailed information in this area would provide any meaningful enhancement to the understanding of the performance of our business. However, we are confident that our approach to doing business does not contravene any human rights principles or applicable legislation.

Our approach to corporate responsibility matters is underpinned by a whistle-blowing procedure, enabling perceived irregularities to be notified to directors, principally the independent non-executive directors.

Diversity

The Group has a formal diversity and equal opportunities policy in place and is committed to a culture of equal opportunities for all regardless of age, race or gender. The Board currently comprises three male directors.

Health, Safety and Welfare

The directors were responsible for ensuring that the Group discharged its obligations for health, safety and welfare during the reporting period, including matters delegated to the Group’s managing agents and other contractors. No material health, safety and welfare incidents were notified during the period. Our property managers and contractors continued to be required to ensure that property management, maintenance and construction activities conform to all relevant regulations, with due consideration being given to the welfare of occupants and neighbours.

Anti-Corruption and Anti-Bribery

The Company has in place an Anti-Bribery and Anti-Corruption Policy which the directors consider fulfils UK Government guidelines for compliance with UK Bribery Act 2010.

Governance

Regulatory Compliance

During the period, the Company has continued to report against the previous version of the QCA Code. The updated QCA Code 2023 applies to periods commencing on or after 1 April 2024 and allows a 12 month transition period. The directors are reviewing the revised principles and intend to align the Company’s governance disclosures with the QCA Code 2023 within the permitted timeframe.

Board Level Responsibility

The Company’s directors are ultimately responsible for the effective stewardship of the business, with the Chairman holding specific responsibility for corporate governance and effective leadership of the Board. In discharging this obligation, the Chairman regularly consults the Company’s Independent Non-Executive Directors (who are qualified by background and experience to assist in this sphere), as well as the Company’s legal advisers and the Company Secretary.

Conflicts of Interest

The Company’s Articles of Association provide a framework for directors to report actual or potential situational conflicts, enabling the Board to give such situational conflicts appropriate and early consideration. All directors are aware of the importance of consulting the Company Secretary regarding possible situational conflicts.

Board Leadership

The Company is led by its Board, which is responsible for determining the strategy of the business and its effective stewardship. All major strategic and investment decisions are taken by the Board as a whole, which monitors the resources available to the Company, to ensure that they are sufficient to enable its goals to be achieved. The Board meets regularly to review the Company’s operations and progress with its strategy. The directors are in regular liaison outside formal meetings. Risk management and controls are reviewed in the light of advice from the external auditors, who have access to all the directors.

The Board comprises an executive Chairman and two independent non-executive directors, as set out below.

Duncan Soukup

Executive Chairman, aged 71

Duncan Soukup is the founder and Executive Chairman of Thalassa Holdings Ltd (“Thalassa”), a company listed on the London Stock Exchange, and has over 35 years of investment experience. Prior to establishing Thalassa, Mr Soukup worked in investment banking for 10 years, including as managing director in charge of the non-US equity business of Bear Sterns. Thereafter, he established the AIM-listed investment management business Acquisitor plc.

As the executive chairman with a beneficial interest in the Company’s shares, Mr Soukup is not considered to be independent.

Martyn Porter (Appointed May 2022)

Non-Executive Director, aged 56

Martyn has over 25 years’ experience in international banking and financial services with the HSBC Group. He has held senior leadership positions in the UK, Malta, the Philippines, Hong Kong, Vietnam, Luxembourg and latterly Monaco, where he served as Chief Executive Officer of the HSBC Private Bank and Asset Management companies. As a board director and regulated officer of HSBC companies in Ireland, Luxembourg and Monaco, Mr. Porter has significant knowledge and understanding of corporate governance and regulatory compliance. He also has a highly successful track record in the leadership of businesses undergoing complex strategic change and transformation. During his career, Mr. Porter has built a wide and diverse network of business relationships, as well as demonstrating strong values and business ethics.

Tim Donell (Appointed February 2022)

Non-Executive Director, aged 44

A certified chartered accountant, Tim has over 15 years’ experience in finance, accounting and management roles within growth companies across travel, e-commerce and web technology and has a demonstrated track record of developing and improving financial processes to drive business performance.

Division of Responsibilities

The responsibilities of each director are set out clearly in the director’s letter of appointment, which is available for inspection by members of the Company at its registered office during normal office hours. All directors ensure that they provide sufficient time to fulfil their obligations. All directors have access to the advice and services of the Company Secretary and to independent legal advice at the Company’s expense.

During the reporting period the directors monitored the Company’s operational progress and the activities of the executive management. The Chairman is responsible for ensuring that due consideration is given to key items of business both at formal meetings of the directors and liaison outside these. The independent non-executive directors provide a separate communication channel for shareholders and other interested parties and has a remit under the Company’s “whistle-blowing” arrangements.

Nomination, Audit and Remuneration Committees were in place throughout the reporting period, with responsibility for specific areas within the Company’s overall corporate governance structure. During the reporting period there was no requirement for either of the Remuneration Committee or the Nomination Committee to meet.

The Board met and held discussions throughout the year. The frequency of the meetings fluctuated as required. The meetings consisted of discussion to agree strategy and the handling of the assets. The majority of the meetings were on an informal and operational basis with the conclusions appropriately documented.

Aside from the meetings described above each director’s attendance record at Board and Committee meetings during the reporting period is set out in the table below:

DirectorBoardAuditRemunerationNomination
Duncan Soukup21n/an/a
Tim Donell21n/an/a
Martyn Porter21n/an/a

Under the Company’s Articles one-third of the directors are subject to retirement at each Annual General Meeting. Additionally, the Articles require that director appointments made by the Board directors are ratified at the subsequent General Meeting of the Company.

Arrangements are made to provide new directors with an induction programme into the Company’s activities. Non-executive directors also meet with management on an informal basis. Arrangements are made for directors to inspect investment properties.

Risk & Internal Control

In addressing its responsibilities in this area, the Board pays particular attention to:

monitoring the integrity of the Company’s financial statements and formal announcements relating to its financial performance and reviewing significant financial reporting judgements contained in them;

reviewing the adequacy and effectiveness of the Company’s internal financial controls, internal control and risk management systems, fraud detection, regulatory compliance and whistle-blowing arrangements;

making recommendations for the approval of shareholders on the appointment, re- engagement or removal of the external Auditors and approving the Auditors’ terms of engagement and remuneration;

overseeing the Company’s relationship with the external Auditors, reviewing and monitoring the Auditors’ independence and objectivity and effectiveness;

approving the annual audit plan and reviewing the Auditors’ findings and the effectiveness of the audit programme.

The Company’s approach to risk management is set out on pages 7 and 8.

Directors’ Remuneration Policy and Remuneration Implementation Report

There was no requirement for the Remuneration Committee to meet during the reporting period. The Company had no employee directors during the year and no share-related incentive schemes were in operation. Although it is not currently required, the remuneration policy for employee directors recognized below was approved by shareholders at the annual general meeting held in March 2020:

within a competitive market, enabling the recruitment and retention of individuals whose talent matches the entrepreneurial and leadership needs of the business, enabling the Company to fulfil its investment objectives for its shareholders; and

placing emphasis on performance-related rewards and focusing on incentive targets that are closely aligned with the interests of shareholders.

Base SalaryTo be pitched at market median for the role, with advice taken from independent consultants.
TerminationService contracts to be capable of termination at not more than one year’s notice
Annual Bonus SchemeFuture scheme to be based on the achievement of profitability and cash generation targets based on the Company’s annual budget. Individual awards to be capped at 100% of base salary.
Share Based Performance SchemeScheme to be based on the award of shares or cash equivalent. Awards to vest on the achievement of medium-term and long-term targets derived from the Company’s investment strategy.
PensionCompany contribution to individuals’ pension plans of up to 10% of base salary.
Health PlanIndividuals may participate in private healthcare arrangements supplied by the Company.

In applying the remuneration policy, the Board will use its discretion to provide a tailored mix of benefits that encourages individuals to maximise their efforts in the best interests of shareholders. In particular, the remuneration policy would be subject to any special considerations that may arise in relation to the execution of any revised investment policy approved by the Company’s shareholders.

Non-Executive Pay

The Company’s policy has been to provide remuneration to its non-executive directors commensurate with the need to attract and retain individuals with levels of skill and experience appropriate to the Company’s needs. No non-executive directors have participated in any bonus or share-based arrangements of the Company.

Directors’ Remuneration

The below table highlighted total directors’ remuneration in the period.

DirectorSalaryShort term incentivesLong term incentivesPension contributionsBenefits in kindTotal
Duncan Soukup114,012----114,012
Tim Donell16,00016,000
Martyn Porter13,91513,915
Total143,927----143,927
Directors’ Service Contracts
Non-executive directorsDate of initial appointmentDate of current appointment letter
Duncan Soukup4 October 201927 Feb 2021
Tim Donell7 February 202221 October 2022
Martyn Porter20 May 202220 May 2022

Directors’ Interests in the Company’s Shares (audited)

The interests during the reporting period of the directors who held office during the reporting period in the issued share capital of the Company as at the date of this report are set out below:

Ordinary 1p Shares*

Director20252024
Duncan Soukup5,418,8575,418,857
Tim Donell--
Martyn Porter--

In addition to the direct interest shown above, Duncan Soukup has an indirect interest in 4,618,001 and 1,734 Ordinary Shares arising from his interests in entities of Thalassa Discretionary Trust, and Thalassa Holdings Ltd.

Directors’ Indemnities and Insurance Cover

To the extent permitted by law, the Company indemnifies its directors and officers against claims arising from their acts and omissions related to their office. The Company also maintains an insurance policy in respect of claims against directors.

Audit Committee Report

The Audit Committee, consisted of the independent non-executive directors. The key functions of the audit committee are for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Committee has formal terms of reference.

The financial statements attached to this report have been prepared on the Going Concern basis. In deciding that the Going Concern basis is appropriate, the directors reviewed projections of future activity over the 12 months following the date of this report. The Directors concluded that there were no identifiable material uncertainties, and present cash reserves were sufficient to meet all liabilities as they fall due, up to and beyond that date.

The Committee considered the following items:

ensuring that the format of the financial statements and the information supplied meets the standards set by the International Accounting Standards Board;

reviewing the accounting treatment of receivables and ensuring effective co-ordination between the Company’s records and those of its managing agents;

ensuring that the audit scope properly reflected the risk profile of the business;

ensuring that the Committee’s terms of reference continued to accord with regulatory requirements.

The Committee considered the independence of external auditors, seeking to ensure that any non-audit services provided, by external auditors do not impair the auditors’ objectivity or independence. The Company’s auditors, RPG Crouch Chapman, did not supply any non-audit services to the Company during the period.

Having assessed the performance, objectivity and independence of the auditors, as well as the audit process and approach taken, the Committee recommended the re-appointment RPG Crouch Chapman at the Company’s annual general meeting in 2026.

Duncan Soukup

Chairman 30 April 2026

Directors’ Report

The directors of Alina Holdings Plc (“the Company”) present their report and the audited financial statements of the Company together with its subsidiaries and associated undertakings (“the Group”) for the year ended 31 December 2025.

The following directors held office during the reporting period:

Duncan Soukup (appointed 4 October 2019)

Tim Donell (appointed 7 February 2022)

Martyn Porter (appointed 20 May 2022)

The Directors’ Report also includes the information set out on pages 5 to 26, together with the description of the Company’s investment policy and business model described on page 5.

Group Result and Dividend

The loss for the Group attributable to shareholders for the period was £801k (2024: loss £327k). In accordance with the investment policy, no dividend has been or will be distributed in respect of the financial year. The directors continue to keep the dividend distribution in specie policy under review.

Post Balance Sheet Events

Brislington premises held for sale

Going Concern Basis

The financial statements attached to this report have been prepared on the Going Concern basis. In deciding that the Going Concern basis is appropriate, the directors reviewed projections of future activity over the 12 months following the date of this report. The Directors concluded that there were no identifiable material uncertainties, and present cash reserves were sufficient to meet all liabilities as they fall due, up to and beyond that date.

Share Capital

Details of the Company’s issued share capital are set out in note 20 to the financial statements. All of the Company’s issued shares are listed on the London Stock Exchange. The Company’s share capital comprises one class of Ordinary Shares of 1p each. All issued shares are fully paid up and rank equally and there are no restrictions on the transfer of shares or the size of holdings. The directors are not aware of any agreements between shareholders in relation to the Company’s shares.

Substantial Interests

As at 9 April 2026, the last practicable reporting date before the production of this document, the Company’s share register showed the following major interests (of 3% or more, excluding shares held in treasury) in its issued share capital:

ShareholderOrdinary Shares%
Vidacos Nominees Limited*10,036,85744.22
HSBC Global Custody Nominee (UK) Limited**6,718,78529.60
Rathbone Nominees Limited1,201,5005.29

*Included within Vidacos Nominees Limited are shares of 5,418,857 owned by C D Soukup and 4,618,001 held by Thalassa Discretionary Trust.

**The Company has also been notified that 6,391,223 (28.16%) shares are beneficially owned by Peter Gyllenhammar AB.

Subject to regulatory constraints, the directors are keen to engage with the Company’s shareholders, placing considerable emphasis on effective communications with the Company’s investors. Directors are happy to comply with shareholder requests for meetings as soon as practicable, subject to regulatory constraints. The Board is provided with feedback on such meetings, as well as regular commentary from investors and the Company’s bankers and advisers. The Board provides reports and other announcements via the regulatory news service in accordance with regulatory requirements. Regulatory announcements and key publications can also be accessed via the Company’s website. The Company’s Annual General Meeting provides a further forum for investors to discuss the Company’s progress. The Company complies with relevant regulatory requirements in relation to convening the meeting, its conduct and the announcement of voting on resolutions. The Annual Report and Notice of the Annual General Meeting are made available to shareholders at least 21 working days prior to the meeting and are available on the Company’s website. The results of resolutions considered at the Annual General Meeting are announced to the Stock Exchange and are also published on the website and lodged with the National Storage Mechanism. Investors may elect to receive communications from the Company in electronic form and be advised by email that communications may be accessed via the Company’s website.

Whistleblowing Policy

The Group has in place a whistleblowing policy which sets out the formal process by which an employee of the Group may in confidence raise concerns about possible improprieties in the Group’s affairs, including financial reporting.

ESG

The Group has not complied with the recommendations of the Taskforce for Climate-related Financial Disclosures (“TCFD”) in the current year, as required by UKLR22.2.24R issued by the Financial Conduct Authority. The Board recognises the importance of climate-related matters and, as a relatively small development stage property business, intends to develop a plan to adopt the TCFD recommendations in full over the next few years. With reference to the four pillars of the TCFD recommendations, matters of governance, risk assessment, and strategy are covered in this report, and the further development of metrics and targets is under consideration.

We have always believed that our local asset model is by its nature supportive of reducing the carbon impact of retail shopping. Our past development activity has been aimed at returning to profitable use redundant space that would otherwise remain vacant, potentially relieving development pressure on greenfield sites elsewhere. Any development activity undertaken is carried out in accordance with applicable energy and resource saving standards, noise impact reduction requirements, and, where relevant, the need to preserve the character of buildings, including listed properties. Our contractors are required to dispose of waste in accordance with best practice. We continue to take action to upgrade the energy performance of our letting units wherever required.

It is our policy to seek to deal constructively with all stakeholders in relation to any community issues that arise in relation to our properties. Our policy is to prefer to use local advisers, agents and contractors whenever appropriate to do so.

It is our intention to review our response to environmental, social and governance factors in line with the development of our investment policy to ensure that our policies are appropriate to the revised strategy and operational profile. This review will take account of related issues, such as modern slavery.

Emissions and Energy Consumption Reporting

The directors believe that the Company’s outsourced business model, which focusses on the employment of agents, advisers and contractors who are local to our property assets, is inherently environmentally friendly. However, the collection of consumption data from such businesses is not practicable. It is also not possible for our national agents and advisers to separately identify such data in relation to the proportion of their work devoted to the Company’s activities, particularly given the increase in staff working from home during the COVID-19 lockdown. It is not possible to measure the energy consumed by the Company’s tenants (nor is this consumption within the Company’s control). The consumption of water, waste output and greenhouse gases other than CO2 within the Company’s control is negligible.

For previous reporting periods the Company has supplied environmental reporting information focused on energy consumed by the Company and its wholly owned subsidiaries through the activities of its office base, shared facilities provided by the Company within its property portfolio and activities within vacant properties within the Company’s control.

In relation to Scope 1 Carbon Emissions (consumption of gas and fuel), since the termination of the Company’s third-party investment advisory agreement and the relocation of its registered office it has not been possible to separately identify the energy consumed on the Company’s activities. An element of the Company’s administration activity is carried out at its registered office. However, this is a de minimis element of the overall activity and energy consumption at that site. Other activity is undertaken by the Company’s directors and management working at home. In both cases, it has not been possible to separately identify the energy consumed on the Company’s activities at those locations. In previous years, data has been supplied relating to fuel consumed on journeys on Company activities. As the Company does not operate company cars, all such journeys are made in employees’ private vehicles or on public transport. The reduction in the Company’s property portfolio has significantly reduced the requirement for such journeys, which were then further restricted during the reporting period by the COVID-19 lockdown regime. Accordingly, the directors do not consider that any meaningful Scope 1 data can be supplied.

Similar limitations apply to Scope 2 data, which in previous reports comprised an estimate of consumption for vacant property units for which the Company is responsible. The number of these and the related energy consumption has been de minimis throughout the reporting period. Similarly, it has not been practicable to measure Scope 3 emissions.

The Company’s direct usage and emissions of water is also minimal. Although a small element of utility supply charges within vacant premises relate to water and to gas, this largely relates to standing charges and consumption is negligible.

In relation to The Companies (Directors’ Report) and LLP Partnerships (Energy and Carbon Report) Regulations 2018, the Company consumes less than 40,000 kWh of energy per annum and therefore qualifies as a low energy user and therefore does not come within the scope of those regulations.

Statement of Disclosure to Auditors

The directors who were in office at the date of the approval of the financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the directors has confirmed that they have taken all necessary steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that this has been communicated with the auditors.

This report was approved by the directors on 30 April 2026.

Duncan Soukup

Chairman

Statement of Directors’ Responsibilities

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with UK Adopted International Accounting Standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK.

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable, relevant, reliable and prudent;

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Responsibility Statement that complies with that law and those regulations.

Duncan Soukup

Chairman

Independent Auditors’ Report to the members of Alina Holdings PLC

Opinion

We have audited the financial statements of Alina Holdings Plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows, Consolidated Statement of Changes in Equity, Company Balance Sheet , and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS) for the Group and UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK (UK GAAP).

In our opinion, the financial statements:

give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s loss for the year then ended;

have been properly prepared in accordance with IFRS for the Group, and UK GAAP for the Company; and;

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included review of the expected cashflows for a period of 18 months from the balance sheet date compared with the liquid assets held by the Group.

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 or the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are recognized for issue.

Independent Auditors’ Report to the members of Alina Holdings PLC (continued)

Our approach to the audit

In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.

We performed the audits of the Company and its subsidiaries.

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 we identified (whether or not due to fraud), 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. The matter identified was 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.

Key audit matterHow our work addressed this matter
Carrying value of property (Group) The Group held £2.4m (2024: £2.6m) of properties, including £1.2m (2024: £2.2m) of properties held for sale. Investment properties are held at fair value, which represents a significant area of management judgement. Properties held for sale are held at net realisable value. Given the subjectivity of estimates involved, we consider the carrying value of property to be a key audit matter.Our work included: Reviewing the recognition and fair value measurement of investment properties in accordance with IAS 40 Investment Property and IFRS13 Fair Value Measurement; Agreeing assumed rates of rent per square foot to actual rates achieved in adjacent units; Reviewing management estimates for occupancy and timing of renovation works; Reviewing management’s assessment of the range of values for property held for sale; and Reviewing any additional financial and non-financial subsequent events which may be identified since the year end indicating an impairment may be present in the valuation of properties.
Carrying value of investment in subsidiaries (Parent) The Company held £2.8m (2024: £3.0m) of investments in subsidiaries. The directors are required to review the carrying value of investments for impairment annually. Given the subjective nature of the related estimates and judgements, we consider the carrying value of subsidiaries to be a key audit matter.Our work included: Reviewing the underlying valuation of assets held by subsidiaries; and Reviewing rental yields calculated by management. Reviewing any additional financial and non-financial subsequent events which may be identified since the year end indicating an impairment may be present in the valuation of investments.

Independent Auditors’ Report to the members of Alina Holdings PLC (continued)

Our application of materiality

We consider gross assets to be the most significant determinant of the Group’s financial performance used by the users of the financial statements. We have based materiality on 1.75% of gross assets for each of the operating components. Overall materiality for the Group was therefore set at £0.1m. For each component, the materiality set was lower than the overall group materiality.

We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the Group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the consolidated 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other Information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Independent Auditors’ Report to the members of Alina Holdings PLC (continued)

Matters on which we are required to report by exception

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.

Responsibilities of directors

Auditor’s responsibilities for the audit of the financial statements

We obtained an understanding of the legal and regulatory frameworks within which the Group operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.

Independent Auditors’ Report to the members of Alina Holdings PLC (continued)

Auditor’s responsibilities for the audit of the financial statements (continued)

Other matters that we are required to address

We were appointed on 12 April 2023 and this is the fourth year of our engagement as auditors for the Group.

We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the Ethical Standard issued by the Financial Reporting Council.

Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.

Use of our report

Steven Johnson FCCA (Senior Statutory Auditor)

For and on behalf of RPG Crouch Chapman LLP

Chartered Accountants

Statutory Auditor

40 Gracechurch Street

London

EC3V 0BT

Consolidated Statement of Income

For the year ended 31 December 2025

Year ended 31 December 2025Year ended 31 December 2024
Note£000£000
Gross rental income219232
Net gains/(losses) on investments at fair value(20)46
Interest income1530
Dividend income-10
Profit/(Loss) on disposal of investment properties5-2
Currency losses(38)1
Total Income176321
Property operating expenses4(198)(139)
Financial holdings expenses(4)(10)
Total Cost of Sales(202)(149)
Gross profit(26)172
Administrative expenses including non-recurring items6(542)(693)
Gain from change in fair value of investment properties10(191)200
Operating loss before net financing costs(759)(321)
Depreciation7(3)(3)
Net financial income/(expense)7(22)(22)
Share of profits of associated entities22(17)19
Loss before tax(801)(327)
Taxation--
Loss for the period from continuing operations(801)(327)
Loss for the year(801)(327)
Attributable to:
Equity shareholders of the parent(801)(327)
Non-controlling interest--
(801)(327)

Earnings per share - GBP pence (using weighted average number of shares)

Year ended 31 December 2025Year ended 31 December 2024
Basic and Diluted - GBP pence9(3.53)(1.44)

The notes on pages 31 to 50 form an integral part of this consolidated financial information.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Loss for the financial year(801)(327)
Other comprehensive income:
--
Total comprehensive income(801)(327)
Attributable to:
Equity shareholders of the parent(801)(327)
Non-Controlling interest--
Total Comprehensive income(801)(327)

The notes on pages 31 to 50 form an integral part of this consolidated financial information.

Consolidated Statement of Financial Position

As at 31 December 2025

As at 31 December 2025As at 31 December 2024
Note£000£000
Assets
Non-current assets
Investment properties101,189317
Investments in associated entities22191,686
Total non-current assets1,2082,003
Current assets
Investment property held for sale101,1722,238
Available for sale financial assets111,617-
Trade and other receivables12167353
Cash and cash equivalents13447850
Total current assets3,4033,441
Liabilities
Current liabilities
Trade and other payables14455487
Total current liabilities455487
Net current assets2,9482,954
Non-current liabilities
Finance lease liabilities15310310
Total non-current liabilities310310
Net assets3,8464,647
Shareholders’ Equity
Share capital20319319
Capital redemption reserve20598598
Retained earnings2,9293,730
Total shareholders' equity3,8464,647

The notes on pages 31 to 50 form an integral part of this consolidated financial information.

These financial statements were approved by the board on 30 April 2026.

Signed on behalf of the board by:

Duncan Soukup

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

NotesYear ended 31 December 2025Year ended 31 December 2024
£000£000
Cash flows from operating activities
Profit/(Loss) for the year before taxation(801)(327)
Loss/(Gain) from change in fair value of investment properties10191(200)
Disposals-1
(Profit)/Loss from change in fair value of head leases-(14)
(Profit)/Loss on disposal of investment properties-(2)
Net financing loss/(income)1925
Decrease/(Increase) in trade and other receivables1218513
(Decrease)/Increase in trade and other payables14(31)(229)
Loss on foreign exchange-2
Lease liability interest(22)(23)
Depreciation33
Share of losses/(profits) of associated entities17(19)
Fair value movement on portfolio investments33-
Profit from disposal of investments held for sale(9)(43)
Cash generated by operations(415)(813)
Taxation--
Net cash flow from operating activities(415)(813)
Net (purchase)/sale of portfolio investments92,056
Net (purchase)/sale of associate investments-(1,650)
Net Proceeds from sale of investment properties-132
Net cash flow in investing activities9538
Cash flows from financing activities
(Increase)/reduction on head lease liabilities1538
Net cash flow from financing activities - continuing operations38
Net increase in cash and cash equivalents(403)(267)
Cash and cash equivalents at the start of the year8501,117
Cash and cash equivalents at the end of the year447850

Prior year comparatives have been reclassified to conform to the current year presentation.

The notes on pages 31 to 50 form an integral part of this consolidated financial information.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

Capital

ShareRedemptionRetained
CapitalReservesReservesEarningsTotal
£000£000£000£000£000
Balance as at 31 December 2023319-5984,0574,974
Total comprehensive income for the year-(327)(327)
Balance as at 31 December 2024319-5983,7304,647
Total comprehensive income for the year---(801)(801)
Balance as at 31 December 2025319-5982,9293,846

The notes on pages 31 to 50 form an integral part of this consolidated financial information.

Notes to the Consolidated Financial Statements

General information

Alina Holdings PLC (“Alina” or the “Company”) is a company registered on the Main Market of the London Stock Exchange. It is incorporated, domiciled and registered in England. The Company’s registered number is 05304743 and the address of its registered office is Eastleigh Court, Bishopstrow, Warminster, BA12 9HW

Alina Holdings held a large portfolio of local shopping assets in urban and suburban centres throughout the UK. Having sold the bulk of its properties in September 2020 the Company adopted the new investment strategy to identify and acquire interests in potential target businesses capable of delivering long term value for its shareholders.

Significant Accounting policies

The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards.

The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The parent company financial statements present information about the Company as a separate entity and not about its group.

Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed later in this note under the heading “Use of Estimates and Judgements”.

The financial statements are prepared in pounds sterling. They have been prepared under the historical cost convention except for the following assets which are measured on the basis of fair value: investment properties, investment properties held for sale and available for sale financial assets.

Segmental reporting

IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reported to the chief operating decision maker to allocate resources to the segments and to assess their performance. Since the strategy review in July 2013 the Group has identified one operation and one reporting segment, being rental income in the UK, which is reported to the Board of directors on a quarterly basis. The Board of directors is considered to be the chief operating decision maker.

Basis of preparation

The consolidated financial statements include the financial statements of the Company and all its subsidiary undertakings up to 31 December 2025. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The financial statements of subsidiaries are prepared using consistent accounting policies. Inter-company transactions and balances are eliminated in full on consolidation. Prior year comparatives have been reclassified to conform to current year presentation.

Going concern

The financial information has been prepared on the going concern basis as management consider that the Group has sufficient cash to fund its current commitments for the foreseeable future.

Investment Properties

Investment properties are those properties owned by the Group that are held to earn rental income or for capital appreciation or both and are not occupied by the Company or any of its subsidiaries.

A full external valuation of the Group’s property portfolio was performed in 2020 in accordance with the

the Royal Institute of Chartered Surveyors Appraisal and Valuation Standards on the basis of market

value.

The Company's objective is still to liquidate the current portfolio of property assets, which currently show a Gross Initial Yield of 15%, but as and when a sale can achieve a sensible return to shareholders.

The Directors obtained pricing and yields of similar transactions made within the accounting period and compared them to the Gross Initial Yield stated above. In all cases the transactions that were measured came in at a lower value than that currently being achieved. As stated, although the data is below the Yield being achieved it was felt prudent to leave the valuations as they stand.

Investment properties are treated as acquired at the point the Group assumes the significant risks and returns of ownership. Subsequent expenditure is charged to the asset’s carrying value only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of each item can be reliably measured. All other repairs and maintenance costs are charged to the Income Statement during the period in which they are incurred.

Rental income from investment properties is accounted for as described below.

Investment Properties Held for Sale

Investment properties held for sale are included in the Balance Sheet at their fair value less estimated sales costs. In determining whether assets no longer meet the investment criteria of the Group, consideration has been given to the conditions required under IFRS 5.

An investment property is classified as an asset as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use.

The asset must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly probable as at the year end.

Investment in Associated Entities

Investments in associates are those over which the Group has significant influence. These are accounted for using the equity method of accounting. Significant influence is considered to be participation in the financial and operating policy decisions of the investee and is usually evidenced when the Group owns between 20% and 50% of that company’s voting rights.

Investments in associates are initially recorded at cost and the carrying amount is increased or decreased to recognise the Group’s share of the profits or losses of the associate after acquisition. At the date of acquisition any excess of the cost of acquisition over the Group’s share of the fair values of the identifiable net assets of the associate is recognised as goodwill. The carrying amount of these investments is reduced to recognise any impairment of the value of the individual investment. If the Group’s share of losses exceeds its interest in an associate the carrying value of that investment is reduced to nil and the recognition of any further losses is discontinued unless the Group has an obligation to make further funding contributions to that associate.

The Group’s share of associates’ post-acquisition profits or losses is recognised in profit or loss and the post-acquisition movements in other comprehensive income is recognised within other comprehensive income.

Head Leases

Where a property is held under a head lease and is classified as an investment property, it is initially recognized as an asset based on the sum of the premium paid on acquisition and if the remaining life of the lease at the date of acquisition is considered to be material, the net present value of the minimum ground rent payments. The corresponding rent liability to the leaseholder was included in the Balance Sheet as a finance obligation in current and non-current liabilities.

The payment of head rents has been expensed through the Income Statement.

Trade and Other Receivables

Trade and other receivables are initially recognized at fair value and subsequently held at amortised cost less impairment. Impairment is made where it is established that there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable. The impairment is recorded in the Income Statement.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and deposits held on call. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less.

Financial Assets

Financial assets are impaired when there is objective evidence that the cash flows from the financial asset are reduced.

Financial Instruments

Financial assets and financial liabilities are initially classified as measured at amortised cost, fair value through other comprehensive income, or fair value through profit and loss when the Company becomes a party to the contractual provisions of the instrument. Financial assets are recognized when the contractual rights to the cash flows expire, or the Company no longer retains the significant risks or rewards of ownership of the financial asset. Financial liabilities are recognized when the obligation is discharged, cancelled or expires.

Financial assets are classified dependent on the Company’s business model for managing the financial and the cash flow characteristics of the asset. Financial liabilities are classified and measured at amortised cost except for trading liabilities, or where designated at original recognition to achieve more relevant presentation. The Company classifies its financial assets and liabilities into the following categories:

Financial assets at amortised cost

The Company’s financial assets at amortised cost comprise trade and other receivables. These represent debt instruments with fixed or determinable payments that represent principal or interest and where the intention is to hold to collect these contractual cash flows. They are initially recognized at fair value, included in current and non-current assets, depending on the nature of the transaction, and are subsequently measured at amortised cost using the effective interest method less any provision for impairment.

Impairment of trade and other receivables

In accordance with IFRS 9 an expected loss provisioning model is used to calculate an impairment provision. We have implemented the IFRS 9 simplified approach to measuring expected credit losses arising from trade and other receivables, being a lifetime expected credit loss. This is calculated based on an evaluation of our historic experience plus an adjustment based on our judgement of whether this historic experience is likely reflective of our view of the future at the balance sheet date. In the previous year the incurred loss model is used to calculate the impairment provision.

Financial liabilities at amortised cost

Financial liabilities at amortised cost comprise loan liabilities, including convertible loan note liability elements, and trade and other payables. They are classified as current and non- current liabilities depending on the nature of the transaction, are subsequently measured at amortised cost using the effective interest method. All convertible loan notes are held at amortised cost and no election has been made to hold them as fair value through profit and loss.

Financial assets at fair value through profit and loss

Financial assets at fair value are recognized and measured at fair value using the most recent available market price with gains and losses recognized immediately in the profit and loss.

The fair value measurement of the Company’s financial and non-financial assets and liabilities recognize market observable inputs and data as far as possible. Inputs used in determining fair value measurements are recognized into different levels based on how observable the inputs used in the valuation technique are (the ‘fair value hierarchy’).

Level 1 – Quoted prices in active markets

Level 2 – Observable direct or indirect inputs other than Level 1 inputs

Level 3 – Inputs that are not based on observable market data

Trade and Other Payables

Trade and other payables are initially recognized at fair value and subsequently held at amortised cost.

Ordinary Share Capital

External costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

Shares which have been repurchased are classified as treasury shares and shown in retained earnings. They are recognized at the trade date for the amount of consideration paid, together with directly attributable costs. This is presented as a deduction from total equity. Shares held by the Employee Benefit Trust are treated as being those of the Group until such time as they are distributed to employees, when they are expensed in the profit and loss account.

The nominal value of shares cancelled has been taken to a capital redemption reserve.

Rental Income

Rental income from investment properties leased out under operating leases is recognized in the Income Statement on a straight-line basis over the term of the lease. When the Group provides lease incentives to its tenants the cost of incentives are recognized over the lease term, on a straight-line basis, as a reduction to income.

Taxation

Corporation tax on the profit or loss for the year comprises current and deferred tax. Corporation tax is recognized in the Income Statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method. Provision is made for temporary differences between the carrying amounts of assets and liabilities in the financial statements for financial reporting purposes and the amounts used for taxation purposes. Deferred income tax is calculated after taking account of any indexation allowances and capital losses on an undiscounted basis. The amount of deferred tax provided is based on the expected manner of recognized or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that it is probable that future profits will be available against which the asset can be recognized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be recognized. Deferred tax assets and liabilities are only offset if there is a legally enforceable right of set-off.

Pensions

The Company has contribution only pension arrangements in operation for certain employees.

Use of Estimates and Judgements

To be able to prepare accounts according to generally accepted accounting principles, management must make estimates and assumptions that affect the asset and liability items and revenue and expense amounts recorded in the financial statements. These estimates are based on historical experience and various other assumptions that management and the Board of directors believe are reasonable under the circumstances. The results of these considerations form the basis for making judgements about the carrying value of assets and liabilities that are not readily available from other sources.

The areas requiring the use of estimates and judgements that may significantly impact the Group’s earnings and financial position include the estimation of the fair value of investment properties.

The valuation basis of the Group’s investment properties is set out above.

The most significant estimates made in preparing these financial statements relate to the valuation of the Group’s investment properties.

The fair value of investment properties is determined by the Directors and represents the estimated amount for which a property would exchange at the valuation date in an arm’s length transaction. The properties have been valued on an individual basis using management judgement, supported by a year‑end guide price provided by an independent property investment company.

In assessing fair value, the Directors consider market evidence including current market conditions, rental income, yields, lease terms and property location. As no formal external valuation report has been obtained for the period, the valuation of investment properties represents a key source of estimation uncertainty.

Adoption of new and revised standards

Standards issued but not yet effective:

There were a number of standards and interpretations which were in issue during the current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Group’s Financial Statements. They may result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted by the Group and will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below.

The new and amended standards include:

IAS 21 Lack of Exchangeability

Standards issued but not yet effective:

IFRS 9 & IFRS 7 Classification and Measurement of Financial Instruments 1

IFRS 9 & IFRS 7 Contracts Referencing Nature-dependent Electricity 1

IFRS 19 Disclosures 2

IFRS 18 Presentation and Disclosure in Financial Statements 2

1 Effective for annual periods beginning on or after 1 January 2026

2 Effective for annual periods beginning on or after 1 January 2027

Operating Segments

As described in note 2.1, the Group’s reportable segments under IFRS8 are:

A portfolio of UK property; and

  • Other investment assets.

The disclosures by segment required by IFRS8 are as follows:

Year ended 31 December 2025Year ended 31 December 2024
UK PropertyOtherUK PropertyOther
£000£000£000£000
Revenue219-232-
Net rental income21-93-
Finance income-(43)-89
Other gains and losses(191)-202-
Finance costs(22)(4)(22)(10)
Depreciation(3)-(3)-
Segment assets2,3611,6172,555-

The remaining overheads and assets are not directly attributable to either of the operating segments.

Property Operating Expenses

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Bad debt charge7(11)
Repairs(22)(27)
Business rates and council tax(65)(56)
Irrecoverable service charge(18)111
Utilities(8)(12)
Managing agent fees(42)(44)
Irrecoverable VAT7(20)
Legal & professional(24)(48)
EPC amortisation, Abortives, and Misc(33)(32)
Total property operating expenses(198)(139)
Property Disposals
Year ended 31 December 2025Year ended 31 December 2024
NumberNumber
Number of Sales-1
£000£000
Average Value-140
Sales
Total sales-140
Carrying value-(130)
Profit/(Loss) on disposals before transaction costs010
Transaction costs
Legal fees-(4)
Agent fees, marketing and brochure costs-(4)
Total Transaction Costs-(8)
Profit/(Loss) on disposals after transaction costs02
Transaction costs as percentage of sales value0%6%
Administrative Expenses
Year ended 31 December 2025Year ended 31 December 2024
£000£000
Legal and professional(77)(129)
Tax and audit(41)(33)
Remuneration Costs*(315)(354)
Other(109)(167)
Non-recurring expenses-(10)
Total administrative expenses(542)(693)

*Within the tax and audit figure are £32k (2024: £34k) accrued for auditors remuneration.

**During the period remuneration consisted of contractors within which £144k related to directors’ remuneration (2024: £156k). From the end of the year ended 31 December 2025, there were no employees.

Net Financing (Loss)/Income

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Finance lease depreciation(3)(3)
Head rents treated as finance leases (note 2)(22)(23)
Other-1
Net financing (loss)/income(25)(25)
Taxation
Year ended 31 December 2025Year ended 31 December 2024
£000£000
Loss before tax(801)(327)
Corporation tax in the UK of 25% (2024: 25%)(200)(62)
Effects of:
Losses carried forward20062
Total tax--

Following the Company’s adoption of its new investment policy in September 2020, the Group is considered by HM Customs & Revenue to have exited the REIT tax regime with effect from 1 October 2018 and, from that date, is fully subject to corporation tax.

However, the Board believes that the Group’s activities since then and the availability of tax losses means that the Company’s activities are unlikely to have generated any material corporation tax liability for periods since 1 October 2018. Accordingly, no provision for corporation tax has been made in these accounts. The deferred tax asset not recognised relating to these losses can be carried forward indefinitely. It is not anticipated that sufficient profits from the residual business will be generated in the foreseeable future to utilise the losses carried forward and therefore no deferred tax asset has been recognised in these accounts.

Earnings per share

The calculation of basic earnings per share was based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding.

Year ended 31 December 2025Year ended 31 December 2024
£000£000

The calculation of earnings per share is based on the loss and number of shares:

Year ended 31 December 2025Year ended 31 December 2024
Profit/(loss) for the period (£'000)(801)(327)
Weighted average number of shares of the Company ('000)22,69722,697
Earnings per share:
Basic and Diluted (GBP - pence)(3.53)(1.44)
Investment Properties
LeaseholdInvestment
Investmentproperties
Propertiesheld for saleTotal
£000£000£000
At 31 December 20232,3711302,501
Depreciation - head leases(3)-(3)
Reclassification of property held for sale(2,238)2,238-
Fair value adjustment - property200-200
Sale of property(13)(130)(143)
At 31 December 20243172,2382,555
Depreciation - head leases(3)-(3)
Reclassification of property held for sale875(875)-
Fair value adjustment - property-(191)(191)
At 31 December 20251,1891,1722,361

A reconciliation of the portfolio valuation at 31 December 2025 to the total value for investment properties given in the Consolidated Balance Sheet is as follows:

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Portfolio valuation2,0472,238
Head leases treated as investment properties per IFRS 16314317
Total property portfolio2,3612,555
Investment Properties held for sale(1,172)(2,238)
Investment properties held for development and ongoing rental1,189317

The basis for determining fair value is described in note 2.4.

Available for sale financial assets

The Group classifies the following financial assets at fair value through profit or loss (FVPL):-

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Available for sale investments
At the beginning of the period-2,013
Additions111,021
Reclassification of THAL associate as held for distribution1,650-
Unrealised gain/(losses)(24)43
Disposals(20)(3,077)
At 31 December1,617-
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Year ended 31 December 2025Year ended 31 December 2024
£000£000
Current assets
Available for sale financial assets1,617-
At 31 December1,617-

*These assets are formed of equity instruments held on quoted markets globally, they comprise both long and short positions as per the disclosures in the Strategic Report.

**These holdings comprise foreign currency balances held for short periods from the sale and purchase of financial assets through the broker

AFS investments have been valued incorporating Level 1 inputs in accordance with IFRS7. They are a combination of cash and securities held with the listed broker.

Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy:

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

Additions and disposals in the year were 3STS Graniteshares.

12 Trade and Other Receivables

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Trade receivables5285
Other receivables12149
Prepayments103119
Total trade and other receivables167353
13 Cash and cash equivalents
Year ended 31 December 2025Year ended 31 December 2024
£000£000
Cash in the Statement of Cash Flows447850
14 Trade and Other Payables
Year ended 31 December 2025Year ended 31 December 2024
£000£000
Trade payables54152
Other taxation and social security-(20)
Other payables156150
Accruals and deferred income223183
Head lease liabilities2222
Total trade and other payables455487
15 Lease liabilities
Finance lease liabilities on head rents are payable as follows:Minimum
Lease
PaymentInterestPrincipal
£000£000£000
At 31 December 20232,983(2,637)347
Movement in value(22)22-
Sale of property - lease disposal(83)68(15)
At 31 December 20242,878(2,547)332
Movement in value(22)22(0)
At 31 December 20252,856(2,525)332

In the above table, interest represents the difference between the carrying amount and the contractual liability/cash flow. All leases expire in more than five years.

Year ended 31 December 2025Year ended 31 December 2024
Short term liabilities22-22
Long term liabilities2,834(2,525)310
At 31 December 20252,856(2,525)332

16 Financial Instruments and Risk Management

As described in the Corporate Governance report, this responsibility has been assigned to the executive directors with support and feedback from the Audit Committee. The Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

The Group has identified exposure to the following financial risks from its use of financial instruments: capital management risk, market risk, credit risk and liquidity risk.

Capital Management Risk

The Group’s capital consists of cash and equity attributable to the shareholders. The Board do not consider there is any material capital management risk exposure.

Market Risk

Market risk is the risk that changes in market conditions, such as interest rates, foreign exchange rates and equity prices, will affect the Group’s profit or loss and cash flows.

Equity risk is mitigated using a combination of long and short positions to ensure that fluctuations in the market are hedged against.

As atAs at
31 Dec 2531 Dec 24
£000£000
Market Risk on Available for Sale Investments
Increase by 1%16-
Decrease by 1%(16)-
Increase by 5%81-
Decrease by 5%(81)-

Sensitivity Analysis

IFRS 7 requires an illustration of the impact on the Group’s financial performance of changes in interest rates. The following sensitivity analysis has been prepared in accordance with the Group’s existing accounting policies and considers the impact on the Income Statement and on equity of an increase of 100 basis points (1%) in interest rates. Any consequential tax impact is excluded.

Actual results in the future may differ materially from these assumptions and, as such, these tables should not be considered as a projection of likely future gains and losses.

As atAs at
31 Dec 2531 Dec 24
£000£000
Interest Rate Risk
Increase by 1%610
Decrease by 1%(6)(10)
Increase by 5%3249
Decrease by 5%(32)(49)

Fair value measurements recognised in the statement of financial position

Investment properties and Investment properties held for sale are measured subsequent to initial recognition at fair value and have been group as Level 3 (2024: level 3) based on the degree to which fair value is observable.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets and liabilities;

Investment properties have been valued using the investment method which involves applying a yield to rental income streams.

Inputs include equivalent yield, tenancy information, and leasing assumptions. Valuation reports are based on both information provided by the Company e.g. tenancy information including current rents, which are derived from the Company’s financial and property management systems and are subject to the Company’s overall control environment, and assumptions applied by the valuers e.g. ERVs, and yields. These assumptions are based on market observation and the valuers’ professional judgement.

An increase/decrease in equivalent yields will decrease/increase valuations, and an increase or decrease in rental values will increase or decrease valuations. Other inputs include ERVs, and likely void and rent-free periods. There are interrelationships between these inputs as they are determined by market conditions. The valuation movement in a period depends on the balance of those inputs.

Below is a sensitivity analysis of the impact of a 1% increase or decrease in equivalent yields on income and equity. Actual results may differ materially from these assumptions and, as such, these tables should not be considered as a projection of likely future gains and losses.

As atAs at
31 Dec 2531 Dec 24
£000£000
Interest Rate Risk
Increase by 1%2426
Decrease by 1%(24)(26)

Below is a sensitivity analysis of the impact of a 1% increase or decrease in foreign exchange rates on income and equity. Actual results may differ materially from these assumptions and, as such, these tables should not be considered as a projection of likely future gains and losses.

As atAs at
31 Dec 2531 Dec 24
£000£000
Foreign Exchange Risk
Increase by 1%39
Decrease by 1%(9)(20)

Credit Risk

Credit risk is the risk of financial loss to the Group if a tenant, bank or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from tenants, cash and cash equivalents held by the Group’s bankers and derivative financial instruments entered into with the Group’s bankers.

Trade and Other Receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each tenant. At 31 December 2025 the Group had over 30 letting units in two properties. There is no significant concentration of credit risk due to the large number of small balances owed by a wide range of tenants who operate across all retail sectors. There is no concentration of credit risk in any one geographic area of the UK. The level of arrears is monitored monthly by the Group on a tenant by tenant basis.

Cash, Cash Equivalents and Derivative Financial Instruments

The banking services used by the Group are split between a major UK bank and a Swiss private banking corporation for deposit purposes.

Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have adequate resources to meet its liabilities when they fall due for both the operational needs of the business and to meet planned future investments. This position is formally reviewed on a quarterly basis or more frequently should events require it.

The Group’s financial liabilities are classified and are shown with their fair value as follows:

At AmortisedTotal CarryingAt
CostAmountFair Value
£0£0£0
Finance lease liabilities332332332
Trade payables545454
Other payables110110110
Accruals223223223
719719719
At AmortisedTotal CarryingAt
CostAmountFair Value
£0£0£0
Finance lease liabilities332332332
Trade payables152152152
Other payables150150150
Accruals183183183
817817817

For all classes of financial liabilities, the carrying amount is a reasonable approximation of fair value.

The maturity profiles of the Group’s financial liabilities are as follows:

Carrying ValueContractual Cash FlowsWithin One YearOne to Two YearsTwo to Three YearsThree to Four YearsFour to Five YearsOver Five Years
£000£000£000£000£000£000£000£000
Finance lease liabilities3322,85623232323232,743
Trade payables545454
Other payables110110110
Accruals223223223
7193,243410232323232,743
Carrying ValueContractual Cash FlowsWithin One YearOne to Two YearsTwo to Three YearsThree to Four YearsFour to Five YearsOver Five Years
£000£000£000£000£000£000£000£000
Finance lease liabilities3322,98323232323232,871
Trade payables152152152
Other payables150150150
Accruals183183183
8173,468508232323232,871

Contractual cash flows include the undiscounted committed interest cash flows and, where the amount payable is not fixed, the amount disclosed is determined by reference to the conditions existing at the year end

Operating Lease as Lessor

Year ended 31 December 2025Year ended 31 December 2024
£000£000
Within one year141154
After one year but not more than five years285305
More than five years227266
653725

Capital Commitments

No capital expenditure was planned at the balance sheet date.

Related party balances and transactions

Transactions with Key Management Personnel

The only transactions with key management personnel relate to remuneration which is set out in the Remuneration Report.

The key management personnel of the Group for the purposes of related party disclosures under IAS 24 comprise all executive and non-executive directors.

As at the year end the Group owed £125.88 (2024: £49,703) to Thalassa Holdings Limited (“Thalassa”), a company under common directorship. During the year services amounting to £102,128 (2024: £94,083) were charged from Thalassa.

The bulk of this sum related to administration fees settled by Thalassa but payable by the Group. The remaining related to accounting and registered office services supplied to the Group by Thalassa at cost.

The company has accrued £114,013 2025 fees of which £21,240 has been paid plus £24,924 expenses (2024: £125,791 plus £54,728 expenses), to Fleur De Lys Ltd, a company owned and controlled by the Chairman Duncan Soukup, for consultancy and administration services and expenses. The balance owed as at 31 December 2025 is £106,830 (2024: £54,728).

Athenium Consultancy Ltd, a company in which the Group owns shares invoiced the group for financial and corporate administration services totaling £171,300 plus £7,504 expenses for the period (2024: £181,500). As at the year end the Group owed £15,664 (2024: £61,095).

At the end of 2024 Company participated in a placing undertaken by a related party, Thalassa Holdings Ltd, which resulted in the Company acquiring 6,600,000 new ordinary shares in Thalassa Holdings Ltd together with 660,000 warrants. The shares were admitted to trading on 10 January 2025. The Company is also permitted to make a further subscription of up to £3,000,000 for new ordinary shares in Thalassa Holdings Ltd following any sale of its property assets, at the sole discretion of the Company.

Share capital

As atAs at
31 Dec 2531 Dec 24
££
Allotted, issued and fully paid:
22,697,000 ordinary shares of £0.01 each226,970226,970
9,164,017 treasury shares of £0.01 each91,64091,640
Total Share Capital318,610318,610

During the year to 30 September 2019, the Company underwent a Court approved restructure of capital and buy back of shares. Under this action the issued 20p shares were converted to 1p; capital reserves were transferred to distributable reserves; 59,808,456 shares were repurchased, and a new Capital Redemption Reserve of £0.598m was established.

Investment in Own Shares

At the year-end, 9,164,017 shares were held in treasury (December 2024: 9,164,017).

Group Entities

All the below companies are incorporated in the United Kingdom: -

Effective

Share holding

Name of subsidiaryPlace of incorporation20252024
NOS 4 Limited**United Kingdom100%100%
NOS 5 Limited**United Kingdom100%100%
NOS 6 Limited**United Kingdom100%100%
Alina (BVI) Ltd***BVI100%100%
NOS Holdings Limited**United Kingdom100%100%

** Registered office: Eastleigh Court, Bishopstrow, Warminster, Wiltshire BA12 9HW

*** Registered office: Folio Chambers, Road Town, Tortola VG 1110, BVI

Subsidiaries NOS 4 Ltd (Registered number: 05707123), NOS 5 Ltd (Registered number: 05707124) and NOS 6 Ltd (Registered number: 06188983) are exempt from the requirements relating to the audit of accounts under section 479A of the Companies Act 2006

Associated Entities

Athenium Consultancy Ltd in which the Group owns 30% shares was incorporated on 12 October 2021.

In December 2025, following the placing, the Group’s share of Thalassa Holdings Ltd was 39.63%. These shares have been reclassified as held for distribution.

Movement on interests in associates can be summarised as follows:

20252024
£000£000
Carrying value as at 1 January1,68617
Share of profits(17)19
Placing-1,650
Reclassification to held for distribution(1,650)-
Carrying value as at 31 December191,686

23 Contingent Liabilities

There are currently two potential repair obligations at two separate Company properties currently under investigation, including the extent to which the relevant group company may be required to underwrite such costs as may arise and the extent to which the tenants or former tenants of the properties are liable to contribute to such costs under the terms of their tenancy agreements. In addition, works are required to upgrade the Hastings property to prepare for the under negotiation occupation by two national brand restaurants.

Subsequent events

The directors have assessed events occurring after the reporting date and confirm that there have been no subsequent events that would materially affect the Group or require disclosure in these Group financial statements.

Controlling Party and copies of the Financial Statements

As at 31 December 2025 the Company had no ultimate controlling party.

The consolidated financial statements of Alina Holdings PLC are available to the public and may be obtained from the Company’s website: www.alina-holdings.com.

Company Balance Sheet as at 31 December 2025

31 December 202531 December 2024
Note£000£000
Assets
Non-current assets
InvestmentsC22,7852,985
Investments in associated entities191,686
Total non-current assets2,8044,671
Current assets
Trade and other receivablesC3315692
Available for sale financial assetsC51,617-
Cash and cash equivalents1951
Total current assets1,951743
Liabilities
Current liabilities
Trade and other payablesC4206246
Total current liabilities206246
Net current assets1,745497
Net assets4,5495,168
Shareholders’ Equity
Share capitalC6319319
Capital redemption reserveC6598598
Retained earningsC63,6324,251
Total shareholders' equity4,5495,168

The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The Company’s loss for the period was £0.62m (31 December 2024: £0.41m).

These financial statements were approved by the Board of directors on 30 April 2026 and were signed on its behalf by:

C D Soukup

Director

The registered number of the Company is 05304743.

Notes to the Financial Statements

Accounting Policies

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK (“FRS 102”) as issued in March 2018. The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

The consolidated financial statements of Alina Holdings PLC are prepared in accordance with UK Adopted Accounting Standards (IFRS) and are available to the public. In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:

Reconciliation of the number of shares outstanding from the beginning to end of the period;

Cash Flow Statement and related notes; and

Key Management Personnel compensation.

As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 102 available in respect of the following disclosures:

Certain disclosures required by FRS 102.26 Share Based Payments; and,

The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.

The Company proposes to continue to adopt the reduced disclosure framework of FRS 102 in its next financial statements.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

There were no judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements, with a significant risk of material adjustment in the next year.

Measurement convention

The financial statements are prepared on the historical cost basis.

Classification of financial instruments issued by the Company

In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:

they include no contractual obligations upon the company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company; and

where the instrument will or may be settled in the company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability.

Where the instrument so classified takes the legal form of the company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

Basic financial instruments

Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Investments in subsidiaries

These are separate financial statements of the company. Investments in subsidiaries are carried at cost less impairment.

Judgements and Estimates

In testing for impairment, management assesses the recoverable amount of investments and inter-company debtors by reference to the subsidiaries’ net assets and their ability to recover these assets.

Provisions

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.

Interest receivable and Interest payable

Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognized in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognized in the profit and loss account.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Fixed Assets Investments

Shares in Group

UndertakingsTotal
£000£000
Cost
At 31 December 202497,25097,250
Disposals--
At 31 December 202597,25097,250
Provisions
At 31 December 202494,26594,265
Impairment charge period200200
At 31 December 202594,46594,465
Net book value
At 31 December 20252,7852,785
At 31 December 20242,9852,985

An impairment review of the carrying value of the Company’s investments in its subsidiary undertakings has been performed. In carrying out this review, the directors had due regard to the nature of the property investments held, which is commensurate with the funding arrangements in place. On the basis of this review which included a review of the underlying assets of the individual subsidiaries the directors have written down the value of investments in subsidiary undertakings to their estimated realisable value.

The companies in which the Company’s interests at the period end were more than 20% are as follows:

Name of subsidiaryPlace of incorporation20252024
NOS 4 Limited**United Kingdom100%100%
NOS 5 Limited**United Kingdom100%100%
NOS 6 Limited**United Kingdom100%100%
Alina (BVI) Ltd***British Virgin Islands100%100%
NOS Holdings Limited**United Kingdom100%100%

** Registered office: Eastleigh Court, Bishopstrow, Warminster, Wiltshire BA12 9HW

*** Registered office: Folio Chambers, Road Town, Tortola, VG 1110, BVI

Trade and other receivables

31 December 202531 December 2024
£000£000
Amounts owed by Group undertakings248611
Prepayments6781
315692

Amounts owed by group undertakings are interest free and repayable on demand.

Trade and other payables

31 December 202531 December 2024
£000£000
Trade creditors34119
Accruals172127
206246

Amounts owed to group undertakings are interest free and repayable on demand.

Available for sale financial assets

31 December 202531 December 2024
£000£000
Available for sale financial assets1,617-
Investments in associated entities191,686
1,6361,686
C6. Reconciliation of Shareholders’ Funds
Share Capital
31 December 202531 December 2024
NumberAmountNumberAmount
000£000000£000
Allotted, called up and fully paid31,86131931,861319
31,86131931,861319

Investment in Own Shares

At the year-end, 9,164,017 shares were held in treasury (2024: 9,164,017), and at the date of this report 9,164,017 were held in treasury.

Statement of Changes in Equity for the 12 months ended 31 December 2025

Capital

ShareRedemptionRetained
CapitalReservesReservesEarningsTotal
£000£000£000£000£000
Balance as at 31 December 2023319-5984,6755,592
Total comprehensive income for the year--(424)(424)
Balance as at 31 December 2024319-5984,2515,168
Total comprehensive income for the year---(619)(619)
Balance as at 31 December 2025319-5983,6324,549

Controlling Party

Please refer to note 25 in the Group Financial Statements

The issuer is solely responsible for the content of this announcement.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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