Annual Financial Report to 31 December 2024
29/04/2025 12:06
| Alina Holdings PLC (ALNA) Alina Holdings PLC: Annual Financial Report to 31 December 2024 29-Apr-2025 / 12:05 GMT/BST Alina Holdings PLC Alina Holdings PLC (Reuters: ALNA.L, Bloomberg: ALNA:LN) (“Alina”, “ALNA” or the “Company”) AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024 The Company today announces its audited results for the year ended 31 December 2024. The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2024, which will be published today on the Company's websitewww.alina-holdings.com.A copy has also beensubmitted 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 2024. Highlights for the Year ended 31 December 2024 GROUP RESULTS 2024 versus 2023
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 2024 was a year of change; property prices held up and Bristol Council dismantled the scaffolding surrounding and disturbing our tenants. Some annoying litigation was resolved; thankfully in our favour, however, collecting Court awarded costs has so far proven elusive. Our Bristol Property is now virtually fully let and being actively marketed. In Hastings, the former Argos unit has now been refurbished and asbestos removed. Claim for expenditure plus costs has been submitted to Sainsbury’s, the new owner of Argos per the ‘full repairing lease’ that they have ignored. External work on the façade of the Hastings building still needs to be completed but is being delayed, pending settlement of our claim against Argos/Sainsbury. Duncan Soukup Chairman Alina Holdings plc 28 April 2025 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 reduced loss for the year to 31 December 2024 of (£327K) vs 2023 loss of (£1.1m). Throughout the reporting period the Group had no borrowings and held cash reserves at 31 December 2024 of £850K vs 2023 of £1.117 million. Operating Expenses Property operating expenses for the year to 31 December 2024 were £139K vs 2023 £298K. Administrative Expenses Administrative expenses were £693K in 2024 vs £739K during the year to 31 December 2023. Every effort will be made to further reduce operating expenses in 2025. Shareholders’ Equity (Book Value or BV) The BV at 31 December 2024 was £4.65 vs £4.97 million in 2023, or 20.5p vs 21.9p per share in 2023. At 31 December 2024the Group held£850k of cash vs.£1.117m as31 December 2023. 2024Year-end debt was Nil as per 2023. At 31 December 2024, the companies’ properties have been reclassified as held for sale at a valuation of £2.2m in line with 2023 carrying value. The for sale reflects the assessed third party valuation performed in 2020 as well as the selling agents recommended low end sale price. The 2020 external valuation was undertaken in accordance with the Royal Institute of Chartered Surveyors Appraisal and Valuation Standards on the basis of market value. Market value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. 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 Groupheld some of its cash in foreign currencies.These holdings generateda small unrealised gain attheend ofthe period, principally from the increase 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. RiskManagement & OperationalControls 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
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 theBoard; clearremitsforthedelegationofexecutivedirectionandinternaloperationalmanagementfunctions; frameworkforindependentdirectorstoprovideadviceandsupporttoexecutivedirectors on an individual basis; top-levelriskidentification,evaluationandmanagementframework; effective systems for recognized capital expenditure and significant revenue items and monitoring actual cost incurred; ongoingreportingtotheBoardofoperationalactivityandresults; regularreviewofoperationalforecastsandconsiderationbythedirectors; ongoingreportingtothedirectorsonhealth,safetyandenvironmentalmatters. TheBoardreviewstheeffectivenessoftheCompany’sriskmanagementsystemsagainstthe 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. KeyContracts There are currently no contracts which require third party approval for any change to the nature,constitution,managementorownershipofthebusiness.Theappointmentagreements of directors do not contain any provisions specifically relating to a change of control. CharitableandPoliticalDonations During the reporting period the Group made no donations for charitable and no donations for political purposes (2023: nil) Section172CompaniesAct2006 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 mostlikelytopromotethesuccessofthe Companyforthebenefitofits membersasawhole. 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. thedesirabilityoftheGroupmaintainingareputationforhighstandardsofbusiness conduct.Ourintentionistobehaveinaresponsiblemanner,operatingwithinthehigh standard of business conduct and good corporate governance, as highlighted in the Corporate Governance Statement on page 11. theneedtoactfairlyasbetweenmembersoftheGroup.Ourintentionistobehave responsibly towards our shareholders and treat them fairly and equally so that they may benefit from the successful delivery of our strategic objectives. ThisFinancial Reviewwasapprovedbythedirectorson28April2025. DuncanSoukup,Chairman 28 April 2025 Corporate Responsibility Statement Duringtheyearwecontinuedtofocusonthethreeprincipalcontributorstothesuccessofourbusiness: thetalentandcommitmentofourexecutives; ourrelationshipswithnationalandlocaladvisers,partnersandclients;and thewell-beingofthebusinessesthatoccupyourpropertiesandthecommunitiesinwhich 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. Wethereforestrivetotransactbusinessinaccordancewiththehighestprofessionalstandards and allthose who acton ourbehalfare 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 TheGrouphasaformaldiversityandequalopportunitiespolicyinplaceandiscommitted to acultureofequalopportunitiesforallregardlessofage,raceorgender.TheBoardcurrently comprises three male directors. Health,SafetyandWelfare 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-CorruptionandAnti-Bribery TheCompanyhasinplaceanAnti-BriberyandAnti-CorruptionPolicywhichthedirectors consider fulfils UK Government guidelines for compliance with UK Bribery Act 2010. Governance RegulatoryCompliance The Company is subject to, and seeks to comply with, the Financial Conduct Authority’s (“FCA”) Listing Rules (“Listing Rules”), the Market Abuse Regulation and the Disclosure GuidanceandTransparencyRulesoftheFinancialConductAuthority.TheCompanyisalso subject to the UK City Code on Takeovers and Mergers. In the prior period the Company adopted the Corporate Governance Code of the Quoted CompaniesAlliance(the“QCACode”).ThedirectorsconsiderthattheQCACodeprovidesa corporategovernanceframeworkproportionatetotherisksinherenttothesizeandcomplexity of the Company’s operations.The directors apply the QCA Code in the ways set out below. Board LevelResponsibility 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 backgroundandexperiencetoassistinthissphere),aswellastheCompany’slegaladvisers and the Company Secretary. ConflictsofInterest The Company’s Articles of Association provide a framework for directors to report actual or potentialsituationalconflicts,enablingtheBoardtogivesuchsituationalconflictsappropriate andearlyconsideration.AlldirectorsareawareoftheimportanceofconsultingtheCompany Secretary regarding possible situational conflicts. BoardLeadership The Company is led by its Board, which is responsible for determining the strategy of the businessanditseffectivestewardship.Allmajorstrategicandinvestmentdecisionsaretaken by the Board as a whole, which monitors the resources available to the Company, to ensure thattheyaresufficienttoenableitsgoalstobeachieved.TheBoardmeetsregularlytoreview the Company’soperations and progresswith its strategy.The directors are in regularliaison 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. TheBoardcomprisesanexecutiveChairmanandtwoindependentnon-executivedirectors, as set out below. DuncanSoukup ExecutiveChairman,aged70 DuncanSoukupisthefounderandExecutiveChairmanofThalassaHoldingsLtd(“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,includingasmanagingdirectorinchargeofthenon-USequitybusinessofBearSterns. 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-ExecutiveDirector, aged 55 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 43 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. DivisionofResponsibilities The responsibilities ofeach director are set outclearly 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 ofthe RemunerationCommitteeortheNominationCommitteeto 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:
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&InternalControl Inaddressingitsresponsibilitiesinthisarea,theBoardpaysparticularattentionto: monitoringtheintegrityoftheCompany’sfinancialstatementsandformalannouncements 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; approvingtheannualauditplanandreviewingtheAuditors’findingsandtheeffectiveness of the audit programme. TheCompany’sapproachtoriskmanagementissetoutonpages7 and 8. Directors’RemunerationPolicyandRemunerationImplementationReport 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 policyforemployeedirectorsrecognizedbelowwasapprovedbyshareholdersattheannual 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 placingemphasisonperformance-relatedrewardsandfocusingonincentivetargetsthat are closely aligned with the interests of shareholders.
Non-ExecutivePay The Company’s policy has been to provide remuneration to its non-executive directors commensuratewiththeneedtoattractandretainindividualswithlevelsofskillandexperience appropriatetotheCompany’sneeds.No non-executive directors have participated in any bonus or share-based arrangements of the Company. Directors’Remuneration Thebelowtablehighlightedtotaldirectors’remunerationintheperiod.
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 outbelow:
Directors’IndemnitiesandInsuranceCover 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. AuditCommitteeReport 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 projectionsoffutureactivityoverthe12monthsfollowingthedateofthisreport.TheDirectors concluded thatthere 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. TheCommitteeconsideredthefollowingitems: 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; ensuringthattheauditscopeproperlyreflectedtheriskprofileofthebusiness; ensuring that the Committee’s terms of reference continued to accord with regulatoryrequirements. TheCommitteeconsideredtheindependenceofexternalauditors,seekingtoensurethatany 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 2025. Duncan Soukup Chairman 28 April 2025 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 2024. Thefollowingdirectorsheldofficeduringthereportingperiod: DuncanSoukup(appointed4October2019) 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. GroupResultandDividend The loss for the Group attributable to shareholders for the period was £327,000 (2023: loss £1,115,000).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 policy under review. PostBalanceSheetEvents •Both the Brislington and Hastings premises held for sale GoingConcernBasis 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 projectionsoffutureactivityoverthe12monthsfollowingthedateofthisreport.TheDirectors concluded thatthere 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. ShareCapital DetailsoftheCompany’sissuedsharecapitalaresetoutinnote20 tothefinancialstatements. AlloftheCompany’sissuedsharesarelistedontheLondonStockExchange.TheCompany’s share capital comprises one class of Ordinary Shares of 1p each.Allissuedsharesarefullypaidupandrank equally and there are no restrictions on the transfer of shares or thesizeofholdings.Thedirectorsarenotawareofanyagreementsbetweenshareholdersin relation to the Company’s shares. SubstantialInterests Asat22April2025,thelastpracticablereportingdatebeforetheproductionofthisdocument, theCompany’sshareregistershowedthefollowingmajorinterests(of3%ormore,excluding shares held in treasury) in its issued share capital:
**TheCompanyhasalsobeennotifiedthat 6,391,223(28.16%) shares are beneficially owned by Peter Gyllenhammar AB. InvestorRelations 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.Directorsare happy to comply withshareholderrequests formeetings assoonaspracticable,subjecttoregulatoryconstraints.TheBoardisprovidedwithfeedback onsuchmeetings,aswellasregularcommentaryfrominvestorsandtheCompany’sbankers andadvisers.TheBoardprovidesreportsandotherannouncementsviatheregulatorynews 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 announcementofvotingonresolutions.TheAnnualReportandNoticeoftheAnnualGeneral 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 GeneralMeetingareannouncedtotheStockExchangeandarealsopublishedonthewebsite 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. WhistleblowingPolicy TheGrouphasinplaceawhistleblowingpolicywhichsetsouttheformalprocessbywhichan 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 LR14.3.27R 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. Wehavealwaysbelievedthatourlocalassetmodelisbyitsnaturesupportiveofreducingthe carbon impactofretailshopping.Our pastdevelopmentactivity has been aimed atreturning to profitable use redundant space that would otherwise remain vacant, potentially relieving developmentpressureongreenfieldsiteselsewhere.Anydevelopmentactivityundertakenis carriedoutinaccordancewithapplicableenergyandresourcesavingstandards,noiseimpact reductionrequirements,and,whererelevant,theneedtopreservethecharacterofbuildings, 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. Itisourpolicytoseektodealconstructivelywithallstakeholdersinrelationtoanycommunity 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. EmissionsandEnergyConsumptionReporting ThedirectorsbelievethattheCompany’soutsourcedbusinessmodel,whichfocussesonthe 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, wasteoutputandgreenhousegasesotherthanCO2withintheCompany’scontrolisnegligible. ForpreviousreportingperiodstheCompanyhassuppliedenvironmentalreportinginformation focusedonenergyconsumedbytheCompanyanditswhollyownedsubsidiariesthroughthe 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. InrelationtoScope1CarbonEmissions(consumptionofgasandfuel),sincethetermination 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 theenergyconsumedontheCompany’sactivitiesatthoselocations.Inpreviousyears,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 directorsdo not consider that any meaningful Scope 1 data can be supplied. Similarlimitations apply to Scope2 data,which inprevious reports comprised an estimate of consumption forvacantproperty units for which the Company is responsible.The numberof these and the related energy consumption has been de minimis throughout the reportingperiod.Similarly,ithasnotbeenpracticabletomeasureScope3emissions. The Company’s direct usage and emissions of water is also minimal.Although a small elementofutilitysupplychargeswithinvacantpremisesrelatetowaterandtogas,thislargely 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. StatementofDisclosuretoAuditors 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 auditorsareunaware.Eachofthedirectorshasconfirmedthattheyhavetakenallnecessary steps that they ought to have taken as directors in order to make themselves aware of any relevantauditinformationandtoestablishthatthishasbeencommunicatedwiththeauditors. Thisreportwasapprovedbythedirectorson28April 2025 Alasdair Johnston CompanySecretary Statement of Directors’ Responsibilities The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. 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 electedtopreparetheparentCompanyfinancialstatementsinaccordancewithUKaccounting standards, including FRS 102The Financial Reporting Standard applicable in the UK. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Companyandoftheirprofitorlossforthatperiod.InpreparingeachoftheGroupandparent Company financial statements, the directors are required to: selectsuitableaccountingpoliciesandthenapplythemconsistently; makejudgementsandestimatesthatarereasonable,relevant,reliableandprudent; fortheGroup financial statements, state whether they have been prepared in accordance with UK Adopted International Accounting Standards; for the parent Company financial statements, state whether applicable UK accounting standardshavebeenfollowed,subjecttoanymaterialdeparturesdisclosedandexplained in the parent company financial statements; assesstheGroupandparentCompany’sabilitytocontinueasagoingconcern,disclosing, as applicable, matters related to going concern; and usethegoingconcernbasisofaccountingunlesstheyeitherintendtoliquidatetheGroup ortheparentCompanyortoceaseoperationsorhavenorealisticalternativebuttodoso. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parentCompany’s transactions and disclose with reasonableaccuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements thatare free from material misstatement,whetherdue to fraud orerror,andhave general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. 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. Thedirectorsareresponsibleforthemaintenanceandintegrityofthecorporateandfinancial informationincludedonthecompany’swebsite.LegislationintheUKgoverningthe preparationanddisseminationoffinancialstatementsmaydifferfromlegislationinotherjurisdictions. Responsibilitystatementofthedirectorsinrespectoftheannualfinancialreport Weconfirmthattothe bestofourknowledge: the financial statements, prepared in accordance with the applicable set of accounting standards,give a true and fairview ofthe assets,liabilities,financialposition and profitor lossofthecompanyandtheundertakingsincludedintheconsolidationtakenasawhole;and the strategic report/directors’ report includes a fair review of the development and performance ofthe business and the position ofthe issuerand the undertakings included intheconsolidationtakenasawhole,togetherwithadescriptionoftheprincipalrisksand uncertainties that they face. We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group’s position and performance, business model and strategy. Theforegoingreportswereapprovedbythedirectorson28 April 2025 Duncan Soukup Chairman IndependentAuditors’ 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 2024 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 2024 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 We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 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.
Independent Auditors’ Report to the members of Alina Holdings PLC (continued) Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. 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 1.5% 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: the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Independent Auditors’ Report to the members of Alina Holdings PLC (continued) Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 25 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 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. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Independent Auditors’ Report to the members of Alina Holdings PLC (continued) Auditor’s responsibilities for the audit of the financial statements (continued) Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at:www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report. Other matters that we are required to address We were appointed on 12 April 2023 and this is the third 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 This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed. Paul Randal FCA (Senior Statutory Auditor) For and on behalf of RPG Crouch Chapman LLP Chartered Accountants Registered Auditor 40 Gracechurch Street London EC3V 0BT 28 April 2025 Consolidated Statement of Income For the year ended 31 December 2024
Consolidated Statement of Comprehensive Income For the year ended 31 December 2024
Consolidated Statement of Financial Position As at 31 December 2024
These financial statements were approved by the board on 28 April 2025. Signed on behalf of the board by: Duncan Soukup Consolidated Statement of Cash Flows For the year ended 31 December 2024
The notes on pages 31 to 50 form an integral part of this consolidated interim financial information. Consolidated Statement of Changes in Equity For the year ended 31 December 2024
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 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. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these group financial statements. 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 2024. 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. Notes to the Consolidated Financial Statements continued 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. During 2024 the Company sold a property for £132k net of fees (book value £130k). 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. Notes to the Consolidated Financial Statements continued 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. Notes to the Consolidated Financial Statements continued 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’). Level1–Quotedpricesinactivemarkets Level2–ObservabledirectorindirectinputsotherthanLevel1inputs Level 3 – Inputs that are not based on observable market data Notes to the Consolidated Financial Statements continued 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. Notes to the Consolidated Financial Statements continued 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. 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 1Presentation of financial statements and IFRS Practice Statement IFRS 16Lease Liability in a Sale and Leaseback IAS 7 & IFRS 7Disclosures: Supplier Finance Arrangements Standards issued but not yet effective: IAS 21Lack of Exchangeability 1 IFRS 18Presentation of financial statements 3 IFRS 19Disclosures 3 1 Effective for annual periods beginning on or after 1 January 2025 2 Effective for annual periods beginning on or after 1 January 2026 3 Effective for annual periods beginning on or after 1 January 2027 Notes to the Consolidated Financial Statements continued 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:
Notes to the Consolidated Financial Statements continued Property Disposals
**During the period remuneration consisted of contractors within which £156k related to directors’ remuneration (2023: £177k). From the end of the year ended 31 December 2024, there were no employees. Notes to the Consolidated Financial Statements continued Net Financing (Loss)/Income
However,theBoardbelievesthattheGroup’s activitiessincethenandtheavailabilityoftaxlossesmeansthattheCompany’sactivitiesare 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 assetnotrecognised relatingto these losses can be carried forward indefinitely. It is not anticipated that sufficient profits from the residual business will be generated in the foreseeablefuturetoutilisethelossescarriedforwardandthereforenodeferredtaxassethas beenrecognisedintheseaccounts. Notes to the Consolidated Financial Statements continued 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.
Notes to the Consolidated Financial Statements continued Available for salefinancial assets The Group classifies the following financial assets at fair value through profit or loss (FVPL):-
**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; Level 2 — inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs). Notes to the Consolidated Financial Statements continued 12Trade and Other Receivables
Notes to the Consolidated Financial Statements continued 16Financial Instruments and Risk Management The Board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. AsdescribedintheCorporateGovernancereport,thisresponsibilityhasbeenassignedtothe 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.
IFRS7requiresanillustrationoftheimpactontheGroup’sfinancialperformanceofchanges ininterestrates.Thefollowingsensitivityanalysishasbeenpreparedinaccordancewiththe Group’s existing accounting policies andconsiders 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. Notes to the Consolidated Financial Statements continued 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.
Investment properties and Investment properties held for sale are measured subsequent to initial recognition at fair value and have been group as Level 3 (2023: 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; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). 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. Anincrease/decreaseinequivalentyieldswill decrease/increasevaluations,andanincrease ordecreaseinrentalvalueswillincreaseordecreasevaluations.OtherinputsincludeERVs, 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. Notes to the Consolidated Financial Statements continued Belowisasensitivityanalysisoftheimpactofa1%increaseordecreaseinequivalentyields on income and equity.Actual results may differ materially from these assumptions and, as such, these tables should not be considered asa projection of likely future gainsand losses.
CreditriskistheriskoffinanciallosstotheGroupifatenant,bankorcounterpartytoafinancial 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 eachtenant.At31December2024theGrouphadover30lettingunitsin two properties.There is no significant concentration of credit risk due to the large number of small balances owed byawiderangeoftenantswhooperateacrossallretailsectors.Thereisnoconcentrationof creditriskinanyonegeographicareaoftheUK.Thelevelofarrearsismonitoredmonthlyby the Group on a tenant by tenant basis. Cash, Cash Equivalents and Derivative Financial Instruments ThebankingservicesusedbytheGroup are split between a major UK bank and a Swiss private banking corporation for deposit purposes. Liquidity Risk LiquidityriskistheriskthattheGroupwillnotbeabletomeetitsfinancialobligationsasthey falldue.TheGroup’sapproachtomanagingliquidityriskistoensure,asfaraspossible,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. Notes to the Consolidated Financial Statements continued The Group’s financial liabilities are classified and are shown with their fair value as follows: 31 December 2024
ThematurityprofilesoftheGroup’sfinancialliabilitiesareasfollows: 31 December 2024
31December2023
Operating Lease as Lessor
Nocapitalexpenditurewasplannedatthebalancesheetdate. Notes to the Consolidated Financial Statements continued Related party balances and transactions TransactionswithKeyManagementPersonnel Theonlytransactionswithkeymanagementpersonnelrelatetoremunerationwhichissetout 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 £49,703 (2023: £18,505) to Thalassa Holdings Limited (“Thalassa”), a company under common directorship. During the year services amounting to £94,083 (2023: £74,167) were charged from Thalassa. The bulk of this sum related to administration fees settled by Thalassabutpayable by the Group.The remained related to accounting and registered office services supplied to the Group by Thalassa at cost. The company has accrued £129,872 2024 fees of which £125,791 has been paid and £4,081 waived, plus £54,728 expenses (2023: £144,213), 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 2024 is £54,728. Athenium Consultancy Ltd, a company in which the Group owns shares invoiced the group for financial and corporate administration services totaling £181,500 for the period (Dec 2023: £181,500). As at the year end the Group owed £61,095. The 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
Investment in Own Shares At the year-end, 9,164,017 shares were held in treasury (December 2023: 9,164,017). Notes to the Consolidated Financial Statements continued Group Entities All the below companies are incorporated in the United Kingdom: -
Associated Entities Athenium Consultancy Ltd in which the Group owns 30% shares was incorporated on 12 October 2021. In December 2024, following the placing, the Group’s share of Thalassa Holdings Ltd was 39.63%. Movement on interests in associates can be summarised as follows:
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. Subsequent events •The Company participated in a placing undertaken by a related party, Thalassa Holdings Ltd which resulted in the Company acquiring via the placing 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. Notes to the Consolidated Financial Statements continued Controlling Party and copies of the Financial Statements As at 31 December 2024 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 2024
ThesefinancialstatementswereapprovedbytheBoardofdirectorson28April2025andwere signed on its behalf by: C D Soukup Director The registered number of the Company is 05304743. Notes to the Financial Statements C1.Accounting Policies These financial statements were prepared in accordance with Financial Reporting Standard 102The Financial Reporting Standardapplicable in the UK (“FRS 102”) as issued in March 2018.The presentation currency ofthesefinancialstatements 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) andareavailabletothepublic.Inthesefinancialstatements,thecompany 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: Reconciliationofthenumberofsharesoutstandingfromthebeginningtoendoftheperiod; CashFlowStatementandrelatednotes;and KeyManagementPersonnelcompensation. Astheconsolidatedfinancialstatementsincludetheequivalentdisclosures,theCompanyhas also taken the exemptions under FRS 102 available in respect of the following disclosures: CertaindisclosuresrequiredbyFRS102.26ShareBasedPayments;and, The disclosures required by FRS 102.11Basic Financial Instrumentsand FRS 102.12Other Financial Instrument Issuesin 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. Theaccountingpoliciessetoutbelowhave,unlessotherwisestated,beenappliedconsistentlyto 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 Thefinancialstatementsarepreparedonthehistoricalcostbasis. Notes to the Financial Statements continued ClassificationoffinancialinstrumentsissuedbytheCompany In accordance with FRS 102.22,financial instruments issued by theCompany 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 financialassetsortoexchangefinancialassetsorfinancialliabilitieswithanotherparty under conditions that are potentially unfavourable to the company; and where the instrumentwill ormay be settled in the company’sown 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 theextent that thisdefinition isnot met, the proceeds of issueare classified asa financial liability. Wheretheinstrumentsoclassifiedtakesthelegalformofthecompany’sownshares, 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 transactioncosts.Subsequenttoinitialrecognition,theyaremeasuredatamortisedcost,less anyimpairmentlossesinthecaseoftradedebtors.Ifthearrangementconstitutesafinancing 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 Intestingforimpairment,managementassessestherecoverableamountofinvestmentsand inter-company debtors by reference to the subsidiaries’netassets and theirability 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. Provisionsare recognised atthe bestestimate ofthe amountrequired to settle theobligation at the reporting date. WheretheCompanyentersintofinancialguaranteecontractstoguaranteetheindebtedness ofothercompanieswithinitsgroup,thecompanytreatstheguaranteecontractasacontingent 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 classifiedasliabilitiesandfinanceleasesrecognizedinprofitorlossusingtheeffectiveinterest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognized in the profit and loss account. Notes to the Financial Statements continued Taxation Taxontheprofitorlossfortheyearcomprisescurrentanddeferredtax.Taxisrecognisedin the profit and loss account except to the extent that it relates to items recognised directly in equityorothercomprehensiveincome,inwhichcaseitisrecogniseddirectlyinequityorother 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 andexpensesintaxassessmentsinperiodsdifferentfromthoseinwhichtheyarerecognisedinthe financialstatements.The following timing differencesarenotprovided for:differencesbetweenaccumulated 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 theforeseeablefutureandthereportingentityisabletocontrolthereversalofthetimingdifference.Deferred tax is not recognised on permanent differences arising because certain types of incomeorexpensearenon-taxableoraredisallowablefortaxorbecausecertaintaxcharges orallowancesaregreaterorsmallerthan thecorresponding incomeorexpense. Deferredtaxismeasuredatthetaxratethatisexpectedtoapplytothereversaloftherelateddifference,usingtaxratesenactedorsubstantivelyenactedatthebalancesheetdate.Deferredtax 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. C2.Fixed Assets Investments
Notes to the Financial Statements continued The companies in which the Company’s interests at the period end were more than 20% are as follows:
C4.Trade and other payables
Notes to the Financial Statements continued C5.Reconciliation of Shareholders’ Funds Share Capital
Attheyear-end,9,164,017shareswereheldintreasury(2023:9,164,017),andatthedateof this report 9,164,017 were held in treasury. StatementofChangesinEquityforthe12monthsended31December2024
Please refer to note 25 in the Group Financial Statements Glossary EarningsPerShare(“EPS”) EPSiscalculatedasprofitattributabletoshareholdersdividedbytheweightedaverage number of shares in issue in the year. EquivalentYield Equivalentyieldisaweightedaverageoftheinitialyieldandreversionaryyieldandrepresents the return a property will produce based upon the timing of the income received.In accordance with usualpractice,the equivalentyields (as determinedby the Group’s external valuers) assume rent received annually inarrears and on gross values including prospective purchasers’ costs (including stamp duty, and agents’ and legal fees). HeadLease AheadleaseisaleaseunderwhichtheGroupholdsaninvestmentproperty. InitialYield Initial yield is the annualised net rent generated by a property expressed as a percentage of the property valuation. In accordance with usual practice the property value is grossed up to include prospective purchasers’ costs. Like-for-likeMarketRent This is the Market Rent for the Group’s investment properties at the end of the financial year compared with the Market Rent for the same properties at the end of the prior year, i.e. excluding the Market Rent of those properties disposed of during the interim period. Like-for-likerentalincome ThisistherentalincomefortheGroup’sinvestmentpropertiesattheendofthefinancialyear compared with the rental income for the same properties at the end of the prior year, i.e. excluding rental income of those properties disposed of during the interim period. MarketValue Market value is the estimated amount for which a property should exchange on the date of valuationbetweenawillingbuyerandwillingsellerinanarm’slengthtransactionafterproper marketing wherein the parties had each acted knowledgeably, prudently and withoutcompulsion. MarketRent Marketrentistheestimatedamountforwhichapropertyshouldleaseonthedateofvaluation between a willing lessor and a willing lessee on appropriate lease terms, in an arm’s length transaction, after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. NetAssetValue(“NAV”)pershare NAV pershare iscalculated as shareholders’ funds divided by thenumberofshares in issue at the year-end excluding treasury shares. RealEstateInvestmentTrust(“REIT”) A REIT is a listed property company which qualifies for and has elected to join the UK REIT tax regime, which exempts qualifying UK property rental income and gains on investment propertydisposalsfromcorporationtax.TheGroupconvertedtoREITstatuson11May2007 and left the REIT tax regime on 1 October 2018 ReversionaryYield Reversionary yield is the annualisednetrentthatwould be generated by aproperty ifitwere fully let at market rent expressed as a percentage of the property valuation. In accordance withusualpracticethepropertyvalueisgrosseduptoincludeprospectivepurchasers’costs. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | GB00B1VS7G47 |
| Category Code: | ACS |
| TIDM: | ALNA |
| LEI Code: | 213800SOAIB9JVCV4D57 |
| Sequence No.: | 385393 |
| EQS News ID: | 2126756 |
| End of Announcement | EQS News Service |