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) |
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| Group Earnings / (Loss) Per Share (both basic and diluted)*1 | (3.53p) vs (1.44p) |
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| Reported Book value per share*2 | 16.9p vs 20.5p |
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| Cash - £000 | £447 vs £850 |
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| Financial Holdings - £000 | £1,617 vs £0 |
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| Property Holdings - £000*3 | £2,361 vs £2,555 |
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| *1 based on weighted average number of shares in issue of 22,697,000 (2024: 22,697,000) |
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| *2 based on actual number of shares in issue as at 31 December 2025 of 22,697,000 (2024: 22,697,000) |
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| *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 30 April 2026 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 Risk | Impact | Mitigation |
| Rank | Property and Investment Portfolio Performance | | |
| 1. | Effect of downturn in macroeconomic environment | Tenant defaults Reduced rental income Increased void costs Reduction in Net Asset Value and realisation value of assets | Actual 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 costs | Income insufficient to cover costs Decline in property value | All material expenditure subject to authorisation regime Capital expenditure subject to regular review |
| 3. | Changes to legal environment, planning law or local planning policy | Adverse impact on portfolio Loss of development opportunity Reduction in realisation value of assets | Monitoring 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 environmental | Tenant and third-party claims resulting in financial loss Reputational damage | Guidance 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 security | Impact on operations and reporting ability Financial claims arising from leak of confidential information | Provision of effective security regime with automatic off-site data and systems back-up |
| 6. | Financial and property market conditions | Insufficient 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 covenants | The 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 30 April 2026
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 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 Guidance and Transparency Rules of the Financial Conduct Authority. The Company is also subject to the UK City Code on Takeovers and Mergers. 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:
| Director | Board | Audit | Remuneration | Nomination |
| Duncan Soukup | 2 | 1 | n/a | n/a |
| Tim Donell | 2 | 1 | n/a | n/a |
| Martyn Porter | 2 | 1 | n/a | n/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 Salary | To be pitched at market median for the role, with advice taken from independent consultants. |
| Termination | Service contracts to be capable of termination at not more than one year’s notice |
| Annual Bonus Scheme | Future 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 Scheme | Scheme 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. |
| Pension | Company contribution to individuals’ pension plans of up to 10% of base salary. |
| Health Plan | Individuals 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.
| Director | Salary | Short term incentives | Long term incentives | Pension contributions | Benefits in kind | Total |
| Duncan Soukup | 114,012 | - | - | - | - | 114,012 |
| Tim Donell | 16,000 | | | | | 16,000 |
| Martyn Porter | 13,915 | | | | | 13,915 |
| Total | 143,927 | - | - | - | - | 143,927 |
Directors’ Service Contracts
| Non-executive directors | Date of initial appointment | Date of current appointment letter |
| Duncan Soukup | 4 October 2019 | 27 Feb 2021 |
| Tim Donell | 7 February 2022 | 21 October 2022 |
| Martyn Porter | 20 May 2022 | 20 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* |
| Director | 2025 | 2024 |
| Duncan Soukup | 5,418,857 | 5,418,857 |
| 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:
| Shareholder | Ordinary Shares | % |
| Vidacos Nominees Limited* | 10,036,857 | 44.22 |
| HSBC Global Custody Nominee (UK) Limited** | 6,718,785 | 29.60 |
| Rathbone Nominees Limited | 1,201,500 | 5.29 |
*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. Investor Relations 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 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 sta
