Annual Report
For the Year Ended 31 December 2023
Alina
Holdings PLC
The Anxiety of “Modern Times, 1936” … still with us
2 Alina Holdings PLC | Annual Report and Accounts 2023
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
T Donell
M Porter
Registered Ofce Eastleigh Court
Bishopstrow
Warminster
BA12 9HW
Company Secretary Alasdair Johnston
Solicitors to the Company Locke Lord (UK) LLP
201 Bishopsgate
London
EC2M 3AB
Eversheds Sutherland
One Wood Street
London
EC2V 7WS
Auditors RPG Crouch Chapman LLP
40 Gracechurch Street
London, EC3V 0BT
Registrars Equiniti Limited
Aspect House
Spencer Street
Lancing
BN99 6QQ
Company website www.alina-holdings.com
Annual Report and Accounts 2023 | Alina Holdings PLC 3
CONTENTS
Page
Directors, Secretary and Advisers 2
Highlights for the Year ended 31 December 2023 4
Report for the Year to 31 December 2023 5
Chairman’s Statement 5
Financial Review 7
Corporate Responsibility Statement 12
Governance 13
Directors’ Report 18
Statement of Directors’ Responsibilities 21
Independent Auditors’ Report to the members of Alina Holdings PLC 23
Consolidated Statement of Income 28
Consolidated Statement of Comprehensive Income 29
Consolidated Statement of Financial Position 30
Consolidated Statement of Cash Flows 31
Consolidated Statement of Changes in Equity 32
Notes to the Consolidated Financial Statements 33
Company Balance Sheet as at 31 December 2023 with comparatives 50
Notes to the Financial Statements 51
Glossary 55
4 Alina Holdings PLC | Annual Report and Accounts 2023
HIGHLIGHTS FOR THE YEAR
ENDED 31 DECEMBER 2023
GROUP RESULTS 2023 VERSUS 2022
• Group Net Prot / (Loss) for the period - £000 (£1,123) vs (£136)
• Group Earnings / (Loss) Per Share (both basic and diluted)*1 (4.95p) vs (0.60p)
• Reported Book value per share*2 21.9p vs 26.9p
• Cash - £000 £1,117 vs £1,721
• Financial Holdings - £000 £2,013 vs £1,749
• Property Holdings - £000*3 £2,501 vs £3,304
*1 based on weighted average number of shares in issue of 22,697,000 (2022: 22,697,000)
*2 based on actual number of shares in issue as at 31 December 2023 of 22,697,000 (2022: 22,697,000)
*3 Property Holdings, as shown above, reect ownership of Stafford (as at December 2023) & Oldham (as at
31 December 2022). The current valuation of the Company’s remaining Property Assets is £2.4m (2023) &
£2.5m (2022).
Annual Report and Accounts 2023 | Alina Holdings PLC 5
REPORT FOR THE YEAR TO 31 DECEMBER 2023
Alina Holdings PLC (“Alina” or the “Company”) is a company registered on the Main Market of the London Stock
Exchange. The group nancial statements consolidate those of the Company and its subsidiaries (together
referred to as the “Group”).
CHAIRMAN’S STATEMENT
Writing one’s own report card is always a time for self-reection, particularly when the conclusion is “could have
done better”.
In 2023 we…read I…denitely could have done better. Following the Q3 correction, the NASDAQ 100 (NDX) staged
a remarkable recovery and, from 27 October to 29 December, surged 27.6%. Driven by the Magnicent 7, which
contributed nearly half of the broader market’s 2023 performance, and its poster child Nvidia (NVDA), which rose
239%, the NDX registered a 54.9% for the year when many, including ourselves, had anticipated a recession due
to higher interest rates and sticky ination. The irony is not lost on us as we have since been proven right and the
anticipated Fed Pivot has not yet happened, as ination has proven stickier that most had predicted.
Alina’s portfolio of assets is a mixture of Operating, nancial (including cash) assets, and a limited number of
hedge positions. Clearly hedging doesn’t always work, and on occasion it backres and increases risk. In 2023,
our hedging activities were a small drag on our results but, as with any insurance policy, there is always a price for
protection. I am pleased to report that since the end of the year, our largest short position in Tesla (TSLA) generated
a realised gain of $731k (£587K at £/$ 1.2437) or a return on average capital employed (ROACE) of 258%. The TSLA
short position was closed out on 23 April 2024, the morning before TSLA reported Q1 earnings.
Property Assets
Brislington, Bristol: Currently underperforming our expectations due to tenant problems, partially caused by
scaffolding erected for work on the Landlord’s adjacent building that are currently moribund.
Castle Court, Hastings: Former Argos unit has now been refurbished and asbestos removed. Claim for expenditure
plus costs will now be submitted to Sainsbury’s, the new owner’s of Argos per the ‘full repairing lease’ that they
have ignored.
Former Italian Way (restaurant) unit has now been recovered from illegal tenant that had taken occupation without
even bothering to apply for a lease. Refurbishment will be undertaken and application to expand the unit will be
sought from Hastings Council, the Freehold owner.
Shaw, Suffolk: Small unit, in the process of being sold.
Outlook
Sadly, I do not believe that Geo-political risk is properly reected in current US share prices. Therefore, the
likelihood of the correction we anticipated last year, but which turned into an enormous AI infused rally, still exists.
Whilst we will always be substantially skewed to the long side, we will continue to try and protect downside risk.
Duncan Soukup
Chairman
Alina Holdings plc
29 April 2024
6 Alina Holdings PLC | Annual Report and Accounts 2023
With reference to the photo on the front-cover…
Taken from Charlie Chaplin’s lm, Modern Times (1936) to highlight TSLA. Apart from being a brilliant piece of
cinematography, it goes someway to illustrating my view of TESLA (TSLA). Too much, too quickly, without an obvious
Plan B.
Mr Musk has single-handedly forced the automotive industry to adopt alternative energy solutions, whilst at
the same time promising “the development of some of the most revolutionary technologies in auto, energy and
articial intelligence”. Unfortunately for TSLA shareholders, they are paying an extreme price for as yet unproven
technologies, whilst the company’s core business is under attack on all sides.
When valuing TSLA, one can only assign a market multiple to the company’s automotive business…if that. So,
assigning a multiple of 8x EV/EBITDA to TSLA TTM EBITDA of $13,588 would result in an Enterprise Value of about
$100bn. I should point out that 8x is more than generous for a company that’s EBITDA is declining. I would also
point out that Mercedes-Benz and BMW are currently selling at 2x TTM EBITDA.
In any event, whether an * multiple is correct or not, faithful TSLA shareholders are paying $400bn for hope and
glory...with zero visibility and multiple broken promises. Can Mr Musk and TSLA pull a rabbit out the proverbial
hat…of course they could, but in the meantime TSLA’s car business has some very serious credibility problems, not
least of which is Mr Musk, or is he, Howard Hughes reincarnated?
With reference to the photo on the back-cover…
Taken from another of Charlie Chaplin’s lms, the Great Dictator (1940) to highlight the Geo-political risks that
I currently see in the World, which I do not believe are factored into current market multiples. Clearly, I have an
opinion on what is transpiring, but this is not the right forum for a political debate, but rather absolutely the right
forum for me to express my ‘risk’ concerns. Using the dictionary, and Mr Buffett’s preferred denition of risk as
the possibility for loss or injury, the current situation with quasi-dictators in China, Russia, Iran and, yes, even in
the US, does not bode well. Whether, as investors, we like it or not the risks that an external event could deate
the current AI induced market bubble, is very real...the US market valuation, based on the Case-Schiller Index
is currently on a 34X multiple, in the top 1% of all valuations whilst earnings are probably at or close to a peak…
difcult to see how the market continues to rise in these circumstances.
REPORT FOR THE YEAR TO 31 DECEMBER 2023
CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 7
The nancial statements contained in this report have been prepared in accordance with UK Adopted International
Accounting Standards.
Result
The Group recorded an IFRS loss for the year to 31 December 2023 of £1,123,000, or 4.95p/shr (2022: loss
£136,000, or 0.60p/shr). The majority of the losses were associated with the decline in value of the Company’s
HEIQ investment, and losses on hedges, partially offset by the increase in value (on a mark to market basis) of
Dolphin Capital Advisors (DCI).
Operating income is still substantially below Group target due to continued vacancy of the former Argos unit in
the Company’s Hastings property. Further clouding the picture was the ongoing problem that we encountered
in Hastings with an illegal occupant who had taken occupancy illegally. The offending party had the temerity to
blame us for not extending them a lease, notwithstanding the fact that they had moved in without ever applying
for a lease. We are pleased to report that they have since departed.
Refurbishment of the former Argos unit is now complete, and we will now seek to relet both the Argos unit, and once
extended, the end restaurant unit at prevailing rates, whilst also commencing the refurbishment and conversion of
the rst oor from ofce to residential. Unfortunately, building costs are currently in Lala-land ,such that nding
a builder to work at a reasonable price is somewhat akin to nding a needle in a haystack.
Key Performance Indicators (“KPI’s”)
Throughout the reporting period the Group had no borrowings and held cash reserves at 31 December 2023 of
£1.117 million (31 December 2022: £1.721 million). The KPI’s relating to Interest Cover, Loan to Value and Gearing,
shown in previous reports, are therefore no longer applicable. The Net Asset Value per Share at 31 December 2023
was 21.9p (31 December 2022: 26.9p).
Property Operating Expenses
Property operating expenses for the year to 31 December 2023 were £298,000 (2022: £300,000). This was
predominantly caused by the property rates increases and the vacancy of a larger oorspace in Hastings. There
was a release of bad debt provision in the comparable period which increases the variance.
Administrative Expenses
Administrative expenses were £743,000 during the year to 31 December 2023 (2022: £604,000).
Net Asset Value (“NAV”)
The NAV at 31 December 2023 was £4.97 million or 21.9p per share, based on 22.7 million shares in issue, excluding
those held in treasury (31 December 2022: £6.10 million, 26.9p per share, based on 22.7 million shares in issues).
At 31 December 2023 the Group held £1.117 million of cash (31 December 2022: £1.721 million). At 31 December
2023 the Group had no banking debt (31 December 2022: £nil).
At 31 December 2023, investment properties were held at an assessed fair value of £2,371,000 (2022: £2,504,000).
The fair value has been assessed with reference to a third party valuation performed in 2020. The Board’s
assessment of the carrying value remains unchanged, pending nding new tenants for vacant units.
One residential property in Stafford is considered to be held for sale at 31 December 2023, valued in the Company’s
accounts at that date at its anticipated 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 dened 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.
FINANCIAL REVIEW
8 Alina Holdings PLC | Annual Report and Accounts 2023
Financing
The Group had no borrowings during the year and the Group’s operations were nanced 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 reduction in USD value against GBP across the
period. The risk associated with foreign currency holdings is described in Note 16 to the nancial 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 inuence. 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 signicant 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 reects 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 nancial 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.
FINANCIAL REVIEW CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 9
Principal Risks and Uncertainties
Rank Potential Risk Impact Mitigation
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 identication of / discussions with
tenants in difculties
• 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 sufciently 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 insufcient 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 nancial 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
certication 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 condential information
• Provision of effective security regime with
automatic off-site data and systems back-
up
6. Financial and property market
conditions
• Insufcient nance available at
acceptable rates to full 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 nance has
not been required.
• Finance risks reduced with provision of cash
reserve
• Impact of interest rates on property yields
monitored
10 Alina Holdings PLC | Annual Report and Accounts 2023
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 satised 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 notied
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 identication, evaluation and management framework;
• effective systems for recognized capital expenditure and signicant 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 ndings and recommendations of the
auditors at the Company’s half-year and year-end. Following its review of the auditors’ ndings 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
specically relating to a change of control.
Charitable and Political Donations
During the reporting period the Group made £650 donations for charitable purposes and no donations for political
purposes (2022: nil).
FINANCIAL REVIEW CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 11
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 benet 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 12.
• 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 benet from the successful delivery of our
strategic objectives.
This Financial Review was approved by the directors on 26 April 2024.
Duncan Soukup, Chairman
29 April 2024
12 Alina Holdings PLC | Annual Report and Accounts 2023
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 condent 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 notied 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 notied 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.
ANTICORRUPTION AND ANTIBRIBERY
The Company has in place an Anti-Bribery and Anti-Corruption Policy which the directors consider fulls UK
Government guidelines for compliance with UK Bribery Act 2010.
CORPORATE RESPONSIBILITY STATEMENT
Annual Report and Accounts 2023 | Alina Holdings PLC 13
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.
In the prior period the Company adopted the Corporate Governance Code of the Quoted Companies Alliance (the
“QCA Code”). The directors consider that the QCA Code provides a corporate governance framework proportionate
to the risks inherent to the size and complexity of the Company’s operations. The directors apply the QCA Code in
the ways set out below.
BOARD LEVEL RESPONSIBILITY
The Company’s directors are ultimately responsible for the effective stewardship of the business, with the
Chairman holding specic 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 qualied 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
conicts, enabling the Board to give such situational conicts appropriate and early consideration. All directors
are aware of the importance of consulting the Company Secretary regarding possible situational conicts.
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 sufcient 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 69
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 benecial interest in the Company’s shares, Mr Soukup is not considered to be
independent.
14 Alina Holdings PLC | Annual Report and Accounts 2023
Martyn Porter (Appointed May 2022)
Non-Executive Director, aged 53
Martyn has over 25 years’ experience in international banking and nancial 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 Ofcer of the HSBC Private Bank and Asset Management
companies. As a board director and regulated ofcer of HSBC companies in Ireland, Luxembourg and Monaco, Mr.
Porter has signicant 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 42
A certied chartered accountant, Tim has over 15 years’ experience in nance, accounting and management roles
within growth companies across travel, e-commerce and web technology and has a demonstrated track record of
developing and improving nancial 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 ofce during normal ofce hours. All directors ensure
that they provide sufcient time to full 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 specic 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 uctuated 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 n/a 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 ratied at the
subsequent General Meeting of the Company.
GOVERNANCE CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 15
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 nancial statements and formal announcements relating to its
nancial performance and reviewing signicant nancial reporting judgements contained in them;
• reviewing the adequacy and effectiveness of the Company’s internal nancial 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’ ndings and the effectiveness of the audit
programme.
The Company’s approach to risk management is set out on pages 9 and 10.
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 full 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 protability 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.
16 Alina Holdings PLC | Annual Report and Accounts 2023
In applying the remuneration policy, the Board will use its discretion to provide a tailored mix of benets 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.
NONEXECUTIVE 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
Benets in
kind
Total
Duncan Soukup 144,213 - - - - 144,213
Tim Donell 12,000 12,000
Martyn Porter 20,503 20,503
Total 176,716 - - - - 176,716
The aggregate directors’ remuneration during the reporting period was £176,716 (2022: £142,391). Of Martyn
Porter’s 2023 remuneration, £7,032 related to 2022 and was under-accrued at 2022 year-end.
DIRECTORS’ SERVICE CONTRACTS
Non-executive directors Date of initial appointment Date of current appointment letter
Duncan Soukup 4 October 2019 27 February 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 ofce 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 2023 2022
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 indemnies its directors and ofcers against claims arising from
their acts and omissions related to their ofce. The Company also maintains an insurance policy in respect of
claims against directors.
GOVERNANCE CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 17
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 nancial 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 nancial 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 identiable material uncertainties,
and present cash reserves were sufcient 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 nancial 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 reected the risk prole 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 2024.
Duncan Soukup
Chairman 29 April 2024
18 Alina Holdings PLC | Annual Report and Accounts 2023
The directors of Alina Holdings Plc (“the Company”) present their report and the audited nancial statements
of the Company together with its subsidiaries and associated undertakings (“the Group”) for the year ended 31
December 2023.
The following directors held ofce 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 22, 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 £1,123,000 (2022: loss £136,000). In
accordance with the investment policy, no dividend has been or will be distributed in respect of the nancial year.
The directors continue to keep the dividend distribution policy under review.
POST BALANCE SHEET EVENTS
• Sale of Stafford property classied as an asset held for sale at the year-end (see note 10);
• Settlement of legal action against The Italian Way, a tenant in Hastings, for breach of lease covenants.
GOING CONCERN BASIS
The nancial 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 identiable material uncertainties,
and present cash reserves were sufcient 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 17 to the nancial 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 24 April 2023, 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
Ferlim Nominees Limited 1,200,000 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 notied that 6,391,223 (28.16%) shares are benecially owned by Peter Gyllenhammar AB.
DIRECTORS’ REPORT
Annual Report and Accounts 2023 | Alina Holdings PLC 19
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 condence raise concerns about possible improprieties in the Group’s affairs, including nancial
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.
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 protable use redundant space
that would otherwise remain vacant, potentially relieving development pressure on greeneld 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 prole. This review will take account of related issues, such as modern slavery.
20 Alina Holdings PLC | Annual Report and Accounts 2023
DIRECTORS’ REPORT CONTINUED
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 ofce 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 ofce 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 ofce. 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 signicantly 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 qualies 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 ofce at the date of the approval of the nancial statements have conrmed that, as far
as they are aware, there is no relevant audit information of which the auditors are unaware. Each of the directors
has conrmed 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 26 April 2024
Alasdair Johnston
Company Secretary
Annual Report and Accounts 2023 | Alina Holdings PLC 21
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the Group and parent Company nancial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company nancial statements for each nancial
year. Under that law they are required to prepare the Group nancial statements in accordance with UK Adopted
International Accounting Standards and applicable law and have elected to prepare the parent Company nancial
statements in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard
applicable in the UK.
Under company law the directors must not approve the nancial statements unless they are satised that they
give a true and fair view of the state of affairs of the Group and parent Company and of their prot or loss for that
period. In preparing each of the Group and parent Company nancial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant, reliable and prudent;
• for the Group nancial statements, state whether they have been prepared in accordance with UK Adopted
International Accounting Standards;
• for the parent Company nancial statements, state whether applicable UK accounting standards have
been followed, subject to any material departures disclosed and explained in the parent company nancial
statements;
• assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or the parent
Company or to cease operations or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufcient to show and explain
the parent Company’s transactions and disclose with reasonable accuracy at any time the nancial position of
the parent Company and enable them to ensure that its nancial statements comply with the Companies Act
2006. They are responsible for such internal control as they determine is necessary to enable the preparation of
nancial statements that are free from material misstatement, whether due to fraud or error, and have 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.
The directors are responsible for the maintenance and integrity of the corporate and nancial information
included on the company’s website. Legislation in the UK governing the preparation and dissemination of nancial
statements may differ from legislation in other jurisdictions.
22 Alina Holdings PLC | Annual Report and Accounts 2023
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL
REPORT
We conrm that to the best of our knowledge:
• the nancial statements, prepared in accordance with the applicable set of accounting standards, give
a true and fair view of the assets, liabilities, nancial position and prot or loss of the company and the
undertakings included in the consolidation taken as a whole; and
• the strategic report/directors’ report includes a fair review of the development and performance of the
business and the position of the issuer and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and 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.
The foregoing reports were approved by the directors on 26 April 2024
Duncan Soukup
Chairman
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 23
OPINION
We have audited the nancial statements of Alina Holdings Plc (the ‘Company’) and its subsidiaries (the ‘Group’)
for the year ended 31 December 2023 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 nancial
statements, including a summary of signicant accounting policies. The nancial 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 nancial statements:
• give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2023 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 nancial 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 nancial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fullled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide
a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the nancial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the nancial 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 cashows 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 identied any material uncertainties relating to events or
conditions that, individually or collectively, may cast signicant 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 nancial 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
24 Alina Holdings PLC | Annual Report and Accounts 2023
OUR APPROACH TO THE AUDIT
In planning our audit, we determined materiality and assessed the risks of material misstatement in the nancial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect
of signicant 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 sufcient work to be able to issue an opinion on
the nancial 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 signicance in our audit
of the nancial statements of the current period and include the most signicant assessed risks of material
misstatement we identied (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 identied was addressed in the context of our audit of the nancial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our work addressed this matter
Carrying value of property
The Group held £2.5m (2022: £3.3m) of properties,
including £0.1m (2022: £0.8m) of properties held for
sale.
Investment properties are held at fair value, which
represents a signicant are of management
judgement. Properties held for sale are held at net
recognised value.
Given the subjectivity of estimates involved, we
consider the carrying value of property to be a key audit
matter.
Our work included:
• Reviewing the recognition and fair value
measurement of investment properties in
accordance with IAS 40 Investment Property and
IFRS13 Fair Value Measurement;
• Agreeing assumed rates of rent per square foot to
actual rates achieved in adjacent units;
• Reviewing management estimates for occupancy
and timing of renovation works;
• Reviewing management’s assessment of the
range of values for property held for development;
and
• Reviewing sales and associated costs subsequent
to the balance sheet date.
Carrying value of investment in subsidiaries
The Company held £3.0m (2022: £3.1m) of investments
in subsidiaries.
The directors are required to review the carrying value
of investments for impairment annually.
Given the subjective nature of the related estimates
and judgements, we consider the carrying value of
available for sale investments to be a key audit matter.
Our work included:
• Reviewing the underlying valuation of assets held
by subsidiaries; and
• Reviewing rental yields calculated by
management.
INDEPENDENT AUDITORS’ REPORT TO THE
MEMBERS OF ALINA HOLDINGS PLC CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 25
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
inuence the economic decisions of reasonable users that are taken on the basis of the nancial 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 identied misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the nancial statements as a whole.
We consider gross assets to be the most signicant determinant of the Group’s nancial performance used by the
users of the nancial 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 nancial statements. We also report to the Audit Committee on nancial statement disclosure matters
identied when assessing the overall consistency and presentation of the consolidated nancial 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 nancial statements and our auditor’s report thereon. Our opinion on the
nancial 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
nancial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the nancial 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 nancial 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 nancial year for which the
nancial statements are prepared is consistent with the nancial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
26 Alina Holdings PLC | Annual Report and Accounts 2023
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 identied 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 nancial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specied 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 nancial statements and for being satised that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of nancial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the nancial 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 nancial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the nancial 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 inuence
the economic decisions of users taken on the basis of the nancial 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 nancial statements.
• We identied the greatest risk of material impact on the nancial 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 identication and assessment of the risks of irregularities, sample
testing on the posting of journals and reviewing accounting estimates for biases.
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 nancial 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
reected in the nancial 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.
INDEPENDENT AUDITORS’ REPORT TO THE
MEMBERS OF ALINA HOLDINGS PLC CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 27
A further description of our responsibilities for the audit of the nancial 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.
OTH
ER MATTERS THAT WE ARE REQUIRED TO ADDRESS
We were appointed on 12 April 2023 and this is the second year of our engagement as auditors for the Group.
We conrm that we are independent of the Group and have not provided any prohibited non-audit services, as
dened 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
29 April 2024
28 Alina Holdings PLC | Annual Report and Accounts 2023
Year Year
ended ended
31 December 31 December
2023 2022
Note £000 £000
Gross rental income 305 351
Property operating expenses 4 (298 ) (300 )
Net rental income 7 51
Prot/Loss on disposal of investment properties 5 (73 ) 4
Gain from change in fair value of investment properties 10 - 563
Administrative expenses including non-recurring items 6 (743 ) (604 )
Operating loss before net nancing costs (809 ) 14
Depreciation 7 (3 ) (3 )
Financing income 7 21 318
Financing expenses 7 (344 ) (470 )
Share of prots of associated entities 22 12 5
Loss before tax (1,123 ) (136 )
Taxation - -
Loss for the period from continuing operations (1,123 ) (136 )
Loss for the year (1,123 ) (136 )
Attributable to:
Equity shareholders of the parent (1,123 ) (136 )
Non-controlling interest - -
(1,123 ) (136 )
Earnings per share – GBP pence
(using weighted average number of shares)
Basic and Diluted – GBP pence 9 (4.95 ) (0.60 )
The notes on pages 33 to 49 form an integral part of this consolidated interim nancial information.
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Annual Report and Accounts 2023 | Alina Holdings PLC 29
Year Year
ended ended
31 December 31 December
2023 2022
£000 £000
Loss for the nancial year (1,123 ) (136 )
Other comprehensive income:
Total comprehensive income (1,123 ) (136 )
Attributable to:
Equity shareholders of the parent (1,123 ) (136 )
Non-Controlling interest - -
Total Comprehensive income (1,123 ) (136 )
The notes on pages 33 to 49 form an integral part of this consolidated interim nancial information.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
30 Alina Holdings PLC | Annual Report and Accounts 2023
As at As at
31 December 31 December
2023 2022
Note £000 £000
Assets
Non-current assets
Investment properties 10 2,371 2,504
Investments in associated entities 22 17 5
Total non-current assets 2,388 2,509
Current assets
Investment property held for sale 10 130 800
Available for sale nancial assets 11 2,013 1,749
Trade and other receivables 12 367 233
Cash and cash equivalents 13 1,117 1,721
Total current assets 3,627 4,503
Liabilities
Current liabilities
Trade and other payables 14 718 591
Total current liabilities 718 591
Net current assets 2,909 3,912
Non-current liabilities
Finance lease liabilities 323 324
Total non-current liabilities 323 324
Net assets 4,974 6,097
Shareholders’ Equity
Share capital 20 319 319
Capital redemption reserve 20 598 598
Retained earnings 4,057 5,180
Total shareholders’ equity 4,974 6,097
The notes on pages 33 to 49 form an integral part of this consolidated interim nancial information.
These nancial statements were approved by the board on 29 April 2024.
Signed on behalf of the board by:
Duncan Soukup
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Annual Report and Accounts 2023 | Alina Holdings PLC 31
Year Year
ended ended
31 December 31 December
2023 2022
Note £000 £000
Cash ows from operating activities
Operating Prot/(Loss) for the year before nancing (809 ) 14
Gain from change in fair value of investment properties 10 - (563 )
(Prot)/Loss from change in fair value of head leases (3 ) (3 )
(Prot)/Loss on disposal of investment properties 73 (4 )
Decrease/(Increase) in trade and other receivables 12 (134 ) 22
(Decrease)/Increase in trade and other payables 14 126 164
Loss on foreign exchange (18 ) 126
Lease liability interest (23 ) (23 )
Interest received 18 1
Interest paid (5 ) (19 )
Prot from change in fair value of investments held for sale 3 191
Cash generated by operations (772 ) (94 )
Taxation - -
Net cash ow from operating activities (772 ) (94 )
Purchase of investments held for sale (562 ) (358 )
Net Proceeds from sale of investment properties 727 403
Net cash ow in investing activities 165 45
Cash ows from nancing activities
(Increase)/reduction on head lease liabilities 15 3 3
Net cash ow from nancing activities – continuing operations 3 3
Net increase in cash and cash equivalents (604 ) (46 )
Cash and cash equivalents at the start of the year 1,721 1,767
Cash and cash equivalents at the end of the year 1,117 1,721
Prior year comparatives have been reclassied to conform to the current year presentation.
The notes on pages 33 to 49 form an integral part of this consolidated interim nancial information.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
32 Alina Holdings PLC | Annual Report and Accounts 2023
Capital
Share Redemption Retained
Capital Reserves Reserves Earnings Total
£000 £000 £000 £000 £000
Balance as at 31 December 2021 319 - 598 5,316 6,233
Total comprehensive income for the year - (136 ) (136 )
Balance as at 31 December 2022 319 - 598 5,180 6,097
Total comprehensive income for the year - - - (1,123 ) (1,123 )
Balance as at 31 December 2023 319 - 598 4,057 4,974
The notes on pages 33 to 49 form an integral part of this consolidated interim nancial information.
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Annual Report and Accounts 2023 | Alina Holdings PLC 33
1 GENERAL INFORMATION
Exchange. It is incorporated, domiciled and registered in England
and the address of its registered office is Eastleigh Court, Bishopstrow, Warminster, BA12 9HW
2 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.
2.1 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.
2.2 BASIS OF PREPARATION
The consolidated financial statements include the financial statements of the Company and all its subsidiary
undertakings up to 31 December 2023. 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.
2.3 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
34 Alina Holdings PLC | Annual Report and Accounts 2023
2.4 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 2023 the Company sold a property for £727k net of fees (book value £800k). Since the Balance Sheet date,
one property in Stafford has been sold.
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. For the year
ended 31 December 2023 the fair value has been assessed with reference to a third party valuation performed in
2020. The Board’s assessment of the carrying value remains unchanged, pending finding new tenants for vacant
units.
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.
2.5 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.
2.6 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.
2.7 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 35
2.8 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.
2.9 FINANCIAL ASSETS
Financial assets are impaired when there is objective evidence that the cash flows from the financial asset are
reduced.
2.10 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.
36 Alina Holdings PLC | Annual Report and Accounts 2023
Financial assets at fair value through proflt and loss
Financial assets at fair value are recognized and measured at fair value using the most recent available market
price with gains and losses recognized immediately in the profit and loss.
The fair value measurement of the Company’s financial and non-financial assets and liabilities recognize market
observable inputs and data as far as possible. Inputs used in determining fair value measurements are recognized
into different levels based on how observable the inputs used in the valuation technique are (the ‘fair value
hierarchy’).
Level 1 – Quoted prices in active markets
Level 2 – Observable direct or indirect inputs other than Level 1 inputs
Level 3 – Inputs that are not based on observable market data
2.11 TRADE AND OTHER PAYABLES
Trade and other payables are initially recognized at fair value and subsequently held at amortised cost.
2.12 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.
2.13 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.
2.14 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.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 37
2.15 PENSIONS
The Company has contribution only pension arrangements in operation for certain employees.
2.16 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.
2.17 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 standards include:
| IFRS 17 | Insurance contracts |
| 1 | |
| IAS 1 | Presentation of financial statements and IFRS Practice Statement 2 |
| 1 | |
| IAS 8 | Accounting policies, changes in accounting estimates and errors |
| 1 | |
| IAS 12 | Income Taxes |
| 1 | |
| IFRS 16 | Leases |
| 2 | |
| IAS 1 | Presentation of financial statements (Amendment – Classification of Liabilities as Current or |
| Non-Current) | |
| 2 | |
| IAS 1 | Presentation of financial statements (Amendment – Non-current Liabilities with Covenants) |
| 2 | |
| IAS 21 | Lack of Exchangeability |
| 3 |
1
Effective for annual periods beginning on or after 1 January 2023
2
Effective for annual periods beginning on or after 1 January 2024
3
Effective for annual periods beginning on or after 1 January 2025
38 Alina Holdings PLC | Annual Report and Accounts 2023
3 OPERATING SEGMENTS
As described in note 2.1, the Group’s reportable segments under IFRS8 are:
• A portfolio of UK property; and
• Other investment assets.
The disclosures by segment required by IFRS8 are as follows:
| Year ended 31 December 2023 | Year ended 31 December 2022 | |||
| UK Property | Other | UK Property | Other | |
| £000 | £000 | £000 | £000 | |
| Revenue | 305 | - | 351 | - |
| Net rental income | 7 | - | 51 | - |
| Finance income | - | 3 | - | 191 |
| Other gains and losses | (73) | - | 567 | - |
| Finance costs | (23) | (298) | (22) | (428) |
| Depreciation | (3) | - | (3) | - |
| Segment assets | 2,501 | 2,013 | 3,304 | 2,597 |
The remaining overheads and assets are not directly attributable to either of the operating segments.
4 PROPERTY OPERATING EXPENSES
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Bad debt charge | (27) | (22) |
| Repairs | (46) | (43) |
| Business rates and council tax | (49) | (40) |
| Irrecoverable service charge | (36) | (61) |
| Utilities | (15) | (4) |
| Insurance | - | 23 |
| Managing agent fees | (58) | (65) |
| Legal & professional | (43) | (63) |
| EPC amortisation, Abortives, and Misc | (24) | (25) |
| Total property operating expenses | (298) | (300) |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 39
5 PROPERTY DISPOSALS
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| Number | Number | |
| Number of Sales | 1 | 2 |
| £000 | £000 | |
| Average Value | 750 | 201 |
| Sales | ||
| Total sales | 750 | 403 |
| Carrying value | (800) | (370) |
| Proflt/(Loss) on disposals before transaction costs | (50) | 33 |
| Transaction costs | ||
| Legal fees | (13) | (23) |
| Agent fees, marketing and brochure costs | (10) | (6) |
| Total Transaction Costs | (23) | (29) |
| Proflt/(Loss) on disposals after transaction costs | (73) | 4 |
| Transaction costs as percentage of sales value | 3% | 7% |
6 ADMINISTRATIVE EXPENSES
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Legal and professional | (95) | (59) |
| Tax and audit | (33) | (35) |
| Remuneration Costs* | (397) | (351) |
| Other | (206) | (150) |
| Irrecoverable VAT on Administration expenses ** | (12) | (9) |
| Total administrative expenses | (743) | (604) |
*Within the tax and audit figure are £33k (2022: £30k) accrued for auditors remuneration.
**During the period remuneration consisted of contractors within which £177k related to directors’ remuneration (2022: £153k). From
the end of the year ended 31 December 2023, there were no employees.
40 Alina Holdings PLC | Annual Report and Accounts 2023
7 NET FINANCING LOSS/INCOME
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Interest receivable | 18 | 1 |
| Gain on foreign exchange | - | 127 |
| Realised Gain or (Loss) on Investment | 3 | 191 |
| Financing income | 21 | 319 |
| Interest paid | (5) | (20) |
| Loss on foreign exchange | (19) | - |
| Unrealised Gain or (Loss) on Investment | (298) | (428) |
| Finance lease depreciation | (3) | (4) |
| Head rents treated as finance leases (note 2) | (22) | (22) |
| Financing expenses | (347) | (474) |
| Net financing (loss)/income | (326) | (155) |
8 TAXATION
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Loss before tax | (1,123) | (136) |
| Corporation tax in the UK of 19%-25% (2022: 19%) | (213) | (26) |
| Effects of: | ||
| Revaluation deficit and other non-deductible items | - | - |
| Deferred tax asset not recognised | 28 | 28 |
| Total tax | - | - |
Following the Company’s adoption of its new investment policy in September 2020, the Group is considered by HM
Customs & Revenue to have exited the REIT tax regime with effect from 1 October 2018 and, from that date, is fully
subject to corporation tax.
However, the Board believes that the Group’s activities since then and the availability of tax losses means that
the Company’s activities are unlikely to have generated any material corporation tax liability for periods since 1
October 2018. Accordingly, no provision for corporation tax has been made in these accounts. The deferred tax
asset not recognised relating to these losses can be carried forward indefinitely. It is not anticipated that sufficient
profits from the residual business will be generated in the foreseeable future to utilise the losses carried forward
and therefore no deferred tax asset has been recognised in these accounts.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 41
9 EARNINGS PER SHARE
The calculation of basic earnings per share was based on the profit attributable to ordinary shareholders and a
weighted average number of ordinary shares outstanding.
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| The calculation of earnings per share is based on the loss and number of shares: | ||
| Proflt/(loss) for the period (£’000) | (1,123) | (136) |
| Weighted average number of shares of the Company (‘000) | 22,697 | 22,697 |
| Earnings per share: | ||
| Basic and Diluted (GBP – pence) | (4.95) | (0.60) |
10 INVESTMENT PROPERTIES
| Freehold | Leasehold | Investment | ||
| Investment | Investment | Properties | ||
| Properties | Properties | Held for sale | Total | |
| £000 | £000 | £000 | £000 | |
| At 31 December 2021 | 40 | 2,744 | 330 | 3,114 |
| Depreciation – head leases | - | (3) | - | (3) |
| Fair value adjustment – property | - | 563 | - | 563 |
| Reclassification of property held for sale | - | (800) | 800 | - |
| Sale of property | (40) | - | (330) | (370) |
| At 31 December 2022 | - | 2,504 | 800 | 3,304 |
| Depreciation – head leases | - | (3) | - | (3) |
| Reclassification of property held for sale | - | (130) | 130 | - |
| Sale of property | - | - | (800) | (800) |
| At 31 December 2023 | - | 2,371 | 130 | 2,501 |
42 Alina Holdings PLC | Annual Report and Accounts 2023
A reconciliation of the portfolio valuation at 31 December 2023 to the total value for investment properties given
in the Consolidated Balance Sheet is as follows:
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Portfolio valuation | 2,168 | 2,968 |
| Head leases treated as investment properties per IFRS 16 | 333 | 336 |
| Total property portfolio | 2,501 | 3,304 |
| Investment Properties held for sale | (130) | (800) |
| Investment properties held for development and ongoing rental | 2,371 | 2,504 |
The basis for determining fair value is described in note 2.4.
11 AVAILABLE FOR SALE FINANCIAL ASSETS
The Group classifies the following financial assets at fair value through profit or loss (FVPL):-
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Available for sale investments | ||
| At the beginning of the period | 1,749 | 1,783 |
| Additions | 2,311 | 5,532 |
| Unrealised gain/(losses) | (288) | (211) |
| Disposals | (1,759) | (5,355) |
| At 31 December | 2,013 | 1,749 |
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Current assets | ||
| Available for sale financial assets | 2,013 | 1,749 |
| At 31 December | 2,013 | 1,749 |
*These assets are formed of equity instruments held on quoted markets globally, they comprise both long and short positions as per
the disclosures in the Strategic Report.
**These holdings comprise foreign currency balances held for short periods from the sale and purchase of financial assets through the
broker
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 43
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).
12 TRADE AND OTHER RECEIVABLES
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Trade receivables | 54 | 88 |
| Other receivables | 210 | 35 |
| Prepayments | 103 | 110 |
| Total trade and other receivables | 367 | 233 |
13 CASH AND CASH EQUIVALENTS
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Cash in the Statement of Cash Flows | 1,117 | 1,721 |
14 TRADE AND OTHER PAYABLES
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Trade payables | 146 | 144 |
| Other payables | 281 | 245 |
| Accruals and deferred income | 268 | 179 |
| Head lease liabilities | 23 | 23 |
| Total trade and other payables | 718 | 591 |
44 Alina Holdings PLC | Annual Report and Accounts 2023
15 LEASE LIABILITIES
Finance lease liabilities on head rents are payable as follows:
| Minimum | |||
| Lease | |||
| Payment | Interest | Principal | |
| £000 | £000 | £000 | |
| At 31 December 2021 | 3,029 | (2,682) | 346 |
| Movement in value | (23) | 22 | - |
| At 31 December 2022 | 3,006 | (2,660) | 346 |
| Movement in value | (23) | 23 | - |
| At 31 December 2022 | 2,983 | (2,637) | 346 |
In the above table, interest represents the difference between the carrying amount and the contractual liability/
cash flow. All leases expire in more than five years.
16 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Board of directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework.
As described in the Corporate Governance report, this responsibility has been assigned to the executive directors
with support and feedback from the Audit Committee. The Audit Committee oversees how management monitors
compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Group.
The Group has identified exposure to the following financial risks from its use of financial instruments: capital
management risk, market risk, credit risk and liquidity risk.
Capital Management Risk
The Group’s capital consists of cash and equity attributable to the shareholders. The Board do not consider there
is any material capital management risk exposure.
Market Risk
Market risk is the risk that changes in market conditions, such as interest rates, foreign exchange rates and equity
prices, will affect the Group’s profit or loss and cash flows.
Equity risk is mitigated using a combination of long and short positions to ensure that fluctuations in the market
are hedged against.
| As at | As at | |
| 31 Dec 23 | 31 Dec 22 | |
| £000 | £000 | |
| Market Risk on Available for Sale Investments | ||
| Increase by 1% | 20 | 17 |
| Decrease by 1% | (20) | (17) |
| Increase by 5% | 101 | 87 |
| Decrease by 5% | (101) | (87) |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 45
Sensitivity Analysis
IFRS 7 requires an illustration of the impact on the Group’s financial performance of changes in interest rates. The
following sensitivity analysis has been prepared in accordance with the Group’s existing accounting policies and
considers the impact on the Income Statement and on equity of an increase of 100 basis points (1%) in interest
rates. Any consequential tax impact is excluded.
Actual results in the future may differ materially from these assumptions and, as such, these tables should not be
considered as a projection of likely future gains and losses.
| As at | As at | |
| 31 Dec 23 | 31 Dec 22 | |
| £000 | £000 | |
| Interest Rate Risk | ||
| Increase by 1% | 10 | 13 |
| Decrease by 1% | (10) | (13) |
| Increase by 5% | 50 | 66 |
| Decrease by 5% | (50) | (66) |
Fair value measurements recognised in the statement of flnancial position
Investment properties and Investment properties held for sale are measured subsequent to initial recognition
at fair value and have been group as Level 3 (2022: 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.
An increase/decrease in equivalent yields will decrease/increase valuations, and an increase or decrease in rental
values will increase or decrease valuations. Other inputs include ERVs, and likely void and rent-free periods. There
are interrelationships between these inputs as they are determined by market conditions. The valuation movement
in a period depends on the balance of those inputs.
Below is a sensitivity analysis of the impact of a 1% increase or decrease in equivalent yields on income and equity.
Actual results may differ materially from these assumptions and, as such, these tables should not be considered
as a projection of likely future gains and losses.
| As at | As at | |
| 31 Dec 23 | 31 Dec 22 | |
| £000 | £000 | |
| Interest Rate Risk | ||
| Increase by 1% | 25 | 33 |
| Decrease by 1% | (25) | (33) |
46 Alina Holdings PLC | Annual Report and Accounts 2023
Below is a sensitivity analysis of the impact of a 1% increase or decrease in foreign exchange rates on income
and equity. Actual results may differ materially from these assumptions and, as such, these tables should not be
considered as a projection of likely future gains and losses.
| As at | As at | |
| 31 Dec 23 | 31 Dec 22 | |
| £000 | £000 | |
| Foreign Exchange Risk | ||
| Increase by 1% | 13 | (0) |
| Decrease by 1% | (27) | (8) |
Credit Risk
Credit risk is the risk of financial loss to the Group if a tenant, bank or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from the Group’s receivables from tenants, cash and
cash equivalents held by the Group’s bankers and derivative financial instruments entered into with the Group’s
bankers.
Trade and Other Receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each tenant. At 31
December 2023 the Group had over 30 letting units in three properties. There is no significant concentration of
credit risk due to the large number of small balances owed by a wide range of tenants who operate across all
retail sectors. There is no concentration of credit risk in any one geographic area of the UK. The level of arrears is
monitored monthly by the Group on a tenant by tenant basis.
Cash, Cash Equivalents and Derivative Financial Instruments
The banking services used by the Group are split between a major UK bank and a Swiss private banking corporation
for deposit purposes.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity risk is to ensure, as far as possible, that it will always have adequate resources to
meet its liabilities when they fall due for both the operational needs of the business and to meet planned future
investments. This position is formally reviewed on a quarterly basis or more frequently should events require it.
The Group’s financial liabilities are classified and are shown with their fair value as follows:
31 December 2023
| At Amortised | Total Carrying | At | |
| Cost | Amount | Fair Value | |
| - | - | - | |
| Finance lease liabilities | 346 | 346 | 346 |
| Trade payables | 146 | 146 | 146 |
| Other payables | 281 | 281 | 281 |
| Accruals | 260 | 260 | 260 |
| 1,032 | 1,032 | 1,032 |
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 47
31 December 2022
| At Amortised | Total Carrying | At | |
| Cost | Amount | Fair Value | |
| - | - | - | |
| Finance lease liabilities | 346 | 346 | 346 |
| Trade payables | 144 | 144 | 144 |
| Other payables | 246 | 246 | 246 |
| Accruals | 179 | 179 | 179 |
| 914 | 914 | 914 |
For all classes of financial liabilities, the carrying amount is a reasonable approximation of fair value.
The maturity profiles of the Group’s financial liabilities are as follows:
31 December 2023
| Contractual | Within | One | Two | Three | Four | Over | ||
| Carrying | Cash | One | to Two | to Three | to Four | to Five | Five | |
| Value | Flows | Year | Years | Years | Years | Years | Years | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Finance lease liabilities | 346 | 2,983 | 23 | 23 | 23 | 23 | 23 | 2,871 |
| Trade payables | 146 | 146 | 146 | |||||
| Other payables | 281 | 281 | 281 | |||||
| Accruals | 260 | 260 | 260 | |||||
| 1,032 | 3,670 | 709 | 23 | 23 | 23 | 23 | 2,871 |
31 December 2022
| Contractual | Within | One | Two | Three | Four | Over | ||
| Carrying | Cash | One | to Two | to Three | to Four | to Five | Five | |
| Value | Flows | Year | Years | Years | Years | Years | Years | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Finance lease liabilities | 346 | 3,006 | 23 | 23 | 23 | 23 | 23 | 2,893 |
| Trade payables | 144 | 144 | 144 | |||||
| Other payables | 246 | 246 | 246 | |||||
| Accruals | 179 | 179 | 179 | |||||
| 914 | 3,574 | 591 | 23 | 23 | 23 | 23 | 2,893 |
Contractual cash flows include the undiscounted committed interest cash flows and, where the amount payable is
not fixed, the amount disclosed is determined by reference to the conditions existing at the year end
17 OPERATING LEASE AS LESSOR
| Year | Year | |
| ended | ended | |
| 31 December | 31 December | |
| 2023 | 2022 | |
| £000 | £000 | |
| Within one year | 204 | 273 |
| After one year but not more than five years | 471 | 759 |
| More than five years | 443 | 513 |
| 1,118 | 1,545 |
48 Alina Holdings PLC | Annual Report and Accounts 2023
18 CAPITAL COMMITMENTS
No capital expenditure was planned at the balance sheet date.
19 RELATED PARTY BALANCES AND TRANSACTIONS
Transactions with Key Management Personnel
The only transactions with key management personnel relate to remuneration which is set out in the Remuneration
Report.
The key management personnel of the Group for the purposes of related party disclosures under IAS 24 comprise
all executive and non-executive directors.
As at the year end the Group owed £18,505 (2022: £17,073) to Thalassa Holdings Limited (“Thalassa”), a company
under common directorship. During the year services amounting to £74,166.39 (2022: £91,490) were charges from
Thalassa.
The bulk of this sum related to administration fees settled by Thalassa but payable by the Group. The remained
related to accounting and registered office services supplied to the Group by Thalassa at cost.
The company was accrued £144,213 (2022: £155,000), to Fleur De Lys Ltd, a company owned and controlled by the
Chairman Duncan Soukup, for consultancy and administration services.
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 2022: £165,000).
20 SHARE CAPITAL
| As at | As at | |
| 31 Dec 23 | 31 Dec 22 | |
| £ | £ | |
| Allotted, issued and fully paid: | ||
| 22,697,000 ordinary shares of £0.01 each | 226,970 | 226,970 |
| 9,164,017 treasury shares of £0.01 each | 91,640 | 91,640 |
| Total Share Capital | 318,610 | 318,610 |
During the year to 30 September 2019, the Company underwent a Court approved restructure of capital and buy
back of shares. Under this action the issued 20p shares were converted to 1p; capital reserves were transferred to
distributable reserves; 59,808,456 shares were repurchased, and a new Capital Redemption Reserve of £0.598m
was established.
Investment in Own Shares
At the year-end, 9,164,017 shares were held in treasury (December 2022: 9,164,017).
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 49
21 GROUP ENTITIES
All the below companies are incorporated in the United Kingdom: -
| Effective | |||
| Share holding | |||
| Name of subsidiary | Place of incorporation | 2023 | 2022 |
| NOS 4 Limited** | United Kingdom | 100% | 100% |
| NOS 5 Limited** | United Kingdom | 100% | 100% |
| NOS 6 Limited** | United Kingdom | 100% | 100% |
| Gilfin Property Holding Limited*** | |||
| (Dissolved on 19 Mar 2023) | United Kingdom | 100% | 100% |
| NOS Holdings Limited** | United Kingdom | 100% | 100% |
** Registered office: Eastleigh Court, Bishopstrow, Warminster, Wiltshire BA12 9HW
*** Registered office: 4 Atlantic Quay, 70 York Street, Glasgow, G2 8JX
Subsidiaries NOS 4 Ltd (Registered number: 05707123), NOS 5 Ltd (Registered number: 05707124) and NOS 6 Ltd
(Registered number: 06188983) are exempt from the requirements relating to the audit of accounts under section
479A of the Companies Act 2006
22 ASSOCIATED ENTITIES
Athenium Consultancy Ltd in which the Group owns 30% shares was incorporated on 12 October 2021. Movement
on interests in associates can be summarised as follows:
| 2023 | 2022 | |
| £000 | £000 | |
| Carrying value as at 1 January | 5 | - |
| Share of profits | 12 | 5 |
| Carrying value as at 31 December | 17 | 5 |
23 CONTINGENT LIABILITIES
There are currently two potential repair obligations at two separate Company properties currently under
investigation, including the extent to which the relevant group company may be required to underwrite such costs
as may arise and the extent to which the tenants or former tenants of the properties are liable to contribute to
such costs under the terms of their tenancy agreements.
24 SUBSEQUENT EVENTS
• Sale of Stafford property classified as an asset held for sale at the year-end (see note 10);
• Settlement of legal action against The Italian Way, a tenant in Hastings, for breach of lease covenants.
• Closed out our largest short position with a realised gain of $731k (£587K at £/$ 1.2437) in 2024 year-to-
date.
25 CONTROLLING PARTY AND COPIES OF THE FINANCIAL STATEMENTS
As at 31 December 2023 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.
50 Alina Holdings PLC | Annual Report and Accounts 2023
31 December 31 December
2023 2022
Note £000 £000
Assets
Non-current assets
Investments C2 3,002 3,105
Investments in associated entities 17 5
Total non-current assets 3,019 3,110
Current assets
Trade and other receivables C3 2,492 2,639
Cash and cash equivalents 381 524
Total current assets 2,873 3,163
Liabilities
Current liabilities
Trade and other payables C4 300 199
Total current liabilities 300 199
Net current assets 2,573 2,964
Net assets 5,592 6,074
Shareholders’ Equity
Share capital C5 319 319
Capital redemption reserve C5 598 598
Retained earnings C5 4,675 5,157
Total shareholders’ equity 5,592 6,074
The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own prot
and loss account in these nancial statements. The Company’s loss for the period was £0.48m (31 December
2022: £0.06m).
These nancial statements were approved by the Board of directors on 29 April 2024 and were signed on its behalf
by:
C D Soukup
Director
The registered number of the Company is 05304743.
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
Annual Report and Accounts 2023 | Alina Holdings PLC 51
C1. ACCOUNTING POLICIES
These nancial statements were prepared in accordance with Financial Reporting Standard 102 The Financial
Reporting Standard applicable in the UK (“FRS 102”) as issued in March 2018. The presentation currency of these
nancial statements is sterling. All amounts in the nancial statements have been rounded to the nearest £1,000.
The consolidated nancial statements of Alina Holdings PLC are prepared in accordance with UK Adopted
Accounting Standards (IFRS) and are available to the public. In these nancial statements, the company is
considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under
FRS 102 in respect of the following disclosures:
• Reconciliation of the number of shares outstanding from the beginning to end of the period;
• Cash Flow Statement and related notes; and
• Key Management Personnel compensation.
As the consolidated nancial statements include the equivalent disclosures, the Company has also taken the
exemptions under FRS 102 available in respect of the following disclosures:
• Certain disclosures required by FRS 102.26 Share Based Payments; and,
• The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial
Instrument Issues in respect of nancial 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 nancial
statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these nancial statements.
There were no judgements made by the directors, in the application of these accounting policies that have
signicant effect on the nancial statements, with a signicant risk of material adjustment in the next year.
Measurement convention
The nancial statements are prepared on the historical cost basis.
Classication of nancial instruments issued by the Company
In accordance with FRS 102.22, nancial instruments issued by the Company are treated as equity only to the
extent that they meet the following two conditions:
(a) they include no contractual obligations upon the company to deliver cash or other nancial assets or to
exchange nancial assets or nancial liabilities with another party under conditions that are potentially
unfavourable to the company; and
(b) where the instrument will or may be settled in the company’s own equity instruments, it is either a non-
derivative that includes no obligation to deliver a variable number of the company’s own equity instruments
or is a derivative that will be settled by the company’s exchanging a xed amount of cash or other nancial
assets for a xed number of its own equity instruments.
To the extent that this denition is not met, the proceeds of issue are classied as a nancial liability.
Where the instrument so classied takes the legal form of the company’s own shares, the amounts presented in
these nancial statements for called up share capital and share premium account exclude amounts in relation to
those shares.
NOTES TO THE FINANCIAL STATEMENTS
52 Alina Holdings PLC | Annual Report and Accounts 2023
Basic nancial instruments
Trade and other creditors are recognised initially at transaction price plus attributable transaction costs.
Subsequent to initial recognition, they are measured at amortised cost, less any impairment losses in the case of
trade debtors. If the arrangement constitutes a nancing 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 nancial statements of the company. Investments in subsidiaries are carried at cost less
impairment.
Judgements and Estimates
In testing for impairment, management assesses the recoverable amount of investments and inter-company
debtors by reference to the subsidiaries’ net assets and their ability to recover these assets.
Provisions
A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as
a result of a past event, that can be reliably measured and it is probable that an outow of economic benets will
be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle
the obligation at the reporting date.
Where the Company enters into nancial guarantee contracts to guarantee the indebtedness of other companies
within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes
probable that the company will be required to make a payment under the guarantee.
Interest receivable and Interest payable
Interest payable and similar charges include interest payable, nance charges on shares classied as liabilities
and nance leases recognized in prot or loss using the effective interest method, unwinding of the discount on
provisions, and net foreign exchange losses that are recognized in the prot and loss account.
Taxation
Tax on the prot or loss for the year comprises current and deferred tax. Tax is recognised in the prot and loss
account except to the extent that it relates to items recognised directly in equity or other comprehensive income,
in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax
assessments in periods different from those in which they are recognised in the nancial statements. The following
timing differences are not provided for: differences between accumulated depreciation and tax allowances for the
cost of a xed asset if and when all conditions for retaining the tax allowances have been met; and differences
relating to investments in subsidiaries to the extent that it is not probable that they will reverse in the foreseeable
future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised
on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for
tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using
tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they
will be recovered against the reversal of deferred tax liabilities or other future taxable prots.
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 53
C2. FIXED ASSETS INVESTMENTS
Shares in Group
Undertakings Total
£000 £000
Cost
At 31 December 2022 108,605 108,605
Disposals (11,355) (11,355)
At 31 December 2023 97,250 97,250
Provisions
At 31 December 2022 105,500 105,500
Impairment charge period (25) (25)
Disposals (11,227) (11,227)
At 31 December 2023 94,248 94,248
Net book value
At 31 December 2023 3,002 3,002
At 31 December 2022 3,105 3,105
An impairment review of the carrying value of the Company’s investments in its subsidiary undertakings has been
performed. In carrying out this review, the directors had due regard to the nature of the property investments held,
which is commensurate with the funding arrangements in place. On the basis of this review which included a review
of the underlying assets of the individual subsidiaries the directors have written down the value of investments in
subsidiary undertakings to their estimated realisable value.
The companies in which the Company’s interests at the period end were more than 20% are as follows:
Name of subsidiary Place of incorporation 2023 2022
NOS 4 Limited** United Kingdom 100% 100%
NOS 5 Limited** United Kingdom 100% 100%
NOS 6 Limited** United Kingdom 100% 100%
Giln Property Holding Limited***
(Dissolved on 19 Mar 2023) United Kingdom 100% 100%
NOS Holdings Limited** United Kingdom 100% 100%
** Registered ofce: Eastleigh Court, Bishopstrow, Warminster, Wiltshire BA12 9HW
*** Registered ofce: 4 Atlantic Quay, 70 York Street, Glasgow, G2 8JX
C3. TRADE AND OTHER RECEIVABLES
31 December 31 December
2023 2022
£000 £000
Amounts owed by Group undertakings 2,411 2,551
Other debtors 14 15
Prepayments 67 73
2,492 2,639
Amounts owed by group undertakings are interest free and repayable on demand.
54 Alina Holdings PLC | Annual Report and Accounts 2023
C4. TRADE AND OTHER PAYABLES
31 December 31 December
2023 2022
£000 £000
Trade creditors 112 117
Accruals 188 82
300 199
Amounts owed to group undertakings are interest free and repayable on demand.
C5. RECONCILIATION OF SHAREHOLDERS’ FUNDS
Share Capital
31 December 2023 31 December 2022
Number Amount Number Amount
000 £000 000 £000
Allotted, called up and fully paid 31,861 319 31,861 319
31,861 319 31,861 319
Investment in Own Shares
At the year-end, 9,164,017 shares were held in treasury (2022: 9,164,017), and at the date of this report 9,164,017
were held in treasury.
Statement of Changes in Equity for the 12 months ended 31 December 2023
Capital
Share Redemption Retained
Capital Reserves Reserves Earnings Total
£000 £000 £000 £000 £000
Balance as at 31 December 2021 319 - 598 5,213 6,130
Total comprehensive income for the year - - (56) (56)
Balance as at 31 December 2022 319 - 598 5,157 6,074
Total comprehensive income for the year - - - (482) (482)
Balance as at 31 December 2023 319 - 598 4,675 5,592
C6. CONTROLLING PARTY
Please refer to note 25 in the Group Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Annual Report and Accounts 2023 | Alina Holdings PLC 55
Earnings Per Share (“EPS”)
EPS is calculated as prot attributable to shareholders divided by the weighted average number of shares in issue
in the year.
Equivalent Yield
Equivalent yield is a weighted average of the initial yield and reversionary yield and represents the return a property
will produce based upon the timing of the income received. In accordance with usual practice, the equivalent yields
(as determined by the Group’s external valuers) assume rent received annually in arrears and on gross values
including prospective purchasers’ costs (including stamp duty, and agents’ and legal fees).
Head Lease
A head lease is a lease under which the Group holds an investment property.
Initial Yield
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-like Market Rent
This is the Market Rent for the Group’s investment properties at the end of the nancial 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-like rental income
This is the rental income for the Group’s investment properties at the end of the nancial year 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.
Market Value
Market value is the estimated amount for which a property should exchange on the date of valuation between a
willing buyer and willing seller in an arm’s length transaction after proper marketing wherein the parties had each
acted knowledgeably, prudently and without compulsion.
Market Rent
Market rent is the estimated amount for which a property should lease on the date of valuation 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.
Net Asset Value (“NAV”) per share
NAV per share is calculated as shareholders’ funds divided by the number of shares in issue at the year-end
excluding treasury shares.
Real Estate Investment Trust (“REIT”)
A REIT is a listed property company which qualies for and has elected to join the UK REIT tax regime, which
exempts qualifying UK property rental income and gains on investment property disposals from corporation tax.
The Group converted to REIT status on 11 May 2007 and left the REIT tax regime on 1 October 2018
Reversionary Yield
Reversionary yield is the annualised net rent that would be generated by a property if it were fully let at market
rent expressed as a percentage of the property valuation. In accordance with usual practice the property value is
grossed up to include prospective purchasers’ costs.
GLOSSARY
NP0424-3982
Charlie Chaplin, The Great Dictator, 1940