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www.alternativeincomereit.com Annual Report & Financial Statements For the year ended 30 June 2025
Alternative Income REIT PLC aims to offer investors a secure, diversified and index-linked income return, whilst at least maintaining capital values in real terms, through exposure to alternative and specialist real estate sectors in the UK. The Company’s focus is to construct a portfolio with a weighted average unexpired lease term in excess of ten years and inflation linkage on at least 75% of the portfolio’s gross passing rent, each at the time of investment. Welcome Contents Strategic Report 2 Highlights 4 Group Operational Overview 6 Chairman’s Statement 8 Business Model and Strategy 10 Key Performance Indicators 11 EPRA Performance Measures 12 Investment Adviser’s Report 16 Property Portfolio 20 Environmental, Social and Governance Report 22 Section 172(1) Statement 24 Principal Risks and Uncertainties 30 Going Concern and Viability Statement 31 Board Approval of the Strategic Report Corporate Governance 33 Board of Directors 34 Corporate Governance 38 Report of the Audit Committee 40 Report of the Management Engagement Committee 41 Annual Statement of Directors’ Remuneration 42 Remuneration Policy 43 Directors’ Remuneration Report 46 Directors’ Report 48 Information Disclosures under the AIFM Directive (‘AIFMD’) 49 Statement of Directors’ Responsibilities 50 Independent Auditor’s Report Financial Statements 56 Consolidated Statement of Comprehensive Income 57 Consolidated Statement of Financial Position 58 Consolidated Statement of Changes in Equity 59 Consolidated Statement of Cash Flows 60 Notes to the Consolidated Financial Statements 75 Company Statement of Financial Position 76 Company Statement of Changes in Equity 77 Notes to the Company Financial Statements General 82 EPRA Performance Measures (Unaudited) 84 Alternative Performance Measures (Unaudited) 86 Glossary 88 Company Information 89 Shareholder Information 90 Notice of Annual General Meeting £67.3m Net Asset Value (‘NAV’) 2024: £65.1 m Change: 3.4% 83.64p NAV per share 2024: 80.9p Change: 3.4% 74.00p Share price 2024: 66.00p Change: 12.1% 11.5% Share price discount to NAV A 2024: 18.4% Change: -6.9% £107.4m Investment property fair value 2024: £102.7m Change: 4.6% 36.9% Loan to gross asset value (‘GAV’) A 2024: 37.7% Change: -0.8% £41.0m Loan facility 2024: £41.0m Financial highlights At 30 June A Alternative Performance Measure, please see pages 84 to 85 for further details.
At the year end the Group is fully invested in 20 properties having acquired one property in the year. The net asset value (‘NAV’) increased 3.4% from 80.90 pence per share (‘pps’) to 83.64 pps, mainly due to the increase in property values as a result of uplifts in rents following rent reviews. The dividend for the year of 6.2 pps is in line with the Board’s target annual dividend, and is a 5.1% increase on prior year’s dividend of 5.9 pps. Profit before tax of £7.3 million, equivalent to 9.02 pps, is after a £2.0 million increase in the Group’s property portfolio. The Group’s portfolio benefits from having a strong tenant profile, being fully let, with all rent due from its tenants collected as it falls due and with over 90% of rent reviews being index linked. Loan to GAV of 36.9% and interest cover ratio (‘ICR’) of 599.8% give significant headroom on the lender’s loan covenants. Financial highlights Snap Fitness, London Virgin Active, London 6.57p EPRA EPS A 2024: 5.89p Change: 11.5% £7.3m Profit before tax 2024: £2.4m Change: 204.2% 6.72p Adjusted EPS A 2024: 5.99p Change: 12.2% 9.02p Earnings per share (‘EPS’) 2024: 2.93p Change: 207.8% 6.20p Dividend per share 2024: 5.90p Change: 5.1% 21.6% Share price total return A 2024: 11.6% Change: 10.0% 11.1% NAV total return A 2024: 3.5% Change: 7.6% 8.4% Dividend yield A 2024: 8.9% Change: -0.5% £6.7m Operating profit 2024: £6.2m Change: 8.1% 1.57% Ongoing charges A 2024: 1.46% Change: 11bps For the year ended 30 June 108.4% Dividend cover A 2024: 101.5% Change: 6.8% A Alternative Performance Measure, please see pages 84 to 85 for further details. £8.1m Gross passing rental income 2024: £7.7m Change: 5.2% Alternative Income REIT PLC | Annual Report & Financial Statements 2025 3 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Group Operational Overview £7.9m Rent recognised Rent recognised amounted to £7.9 million (2024: £7.4 million) 10 Rent reviews A total of ten rent reviews took place during the year, which resulted in a combined rental uplift of £167,000, which represents a 2.2% increase on contracted rent across the portfolio. £107.4m Group’s property portfolio value The property portfolio had a fair value of £107.4 million across 20 properties (2024: £102.7 million across 19 properties) 7.1% EPRA Net Initial Yield A (‘NIY’) The European Public Real Estate Association (‘EPRA’) NIY A was 7.1%. (2024: 6.9%) 92.3% Inflation linked 92.3% of rental income is inflation linked to the Retail Price Index or the Consumer Price Index. (2024: 95.8%) 100% The property portfolio was fully let at both the current and previous year end. Weighted average unexpired lease term (‘WAULT’): 15.6 years to the earlier of break and expiry (2024: 16.5 years) 17.2 years to expiry (2024: 18.4 years) At the year end of 30 June 2025: Income and expense during the year A Alternative Performance Measure, please see pages 84 to 85 for further details. Bramall Court, Salford 4 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Events after the reporting date † This is a target and not a formal dividend forecast or a profit forecast. One Transaction One property was purchased during the year, namely Champneys Beauty School, part of the Champneys Tring Spa Resort in Tring, in December 2024 for a consideration of £2.5 million. The price reflects a net initial yield of 6.5% and, at purchase, had a weighted unexpired lease term of 14.9 years. Significant changes to leases BGEN, one of the tenants at our St Helens industrial asset, has agreed to continue in occupation of their building for a further two years. In addition, a new five year lease, with annual RPI linked rent reviews was agreed at £63,750 per annum with BGEN for the adjacent land at St Helens on expiry of their previous lease. Active management continues with Pure Gym in London, re-gearing their lease to remove the tenant’s break in 2027 with the lease extending to 2032. In Crawley, the lease to Petrogas Group UK Limited was assigned to Rontec Properties No 4 Limited, guaranteed by Rontec Roadside Retail Limited, one of the leading players in the UK forecourt industry. Property transactions during the year Champneys Beauty School, Tring Borrowings The Group currently has borrowings of £41 million under a loan facility repayable on 20 October 2025 (the ‘Loan’) with Canada Life. The Board has secured long-term debt facilities with HSBC UK Bank plc (the ‘New HSBC Bank Facilities’), as announced on 3 September 2025. The New HSBC Bank Facilities consist of both a fixed term loan of £31 million and a £10 million revolving credit facility, both on floating rates for a fixed term of five years with an option to extend by two years if mutually acceptable. Further details of the New HSBC Bank Facilities are contained in both the Chairman’s Statement and Note 20 to the Consolidated Financial Statements – Events after the reporting date. Dividend Target Over the past few years the Group has maintained an enviable record of collecting 100% of its rent. Provided this remains the case and in the absence of any unforeseen circumstances, the Board has announced that it is targeting a dividend of no less than 5.6pps for the year ending 30 June 2026 . The resetting of this dividend target, which is lower than the previous year, is entirely due to the increase in financing costs of the new facilities, which will rise significantly to approximately £2.2 million, as compared with £1.4 million in previous financial years. Pure Gym, Vauxhall Alternative Income REIT PLC | Annual Report & Financial Statements 2025 5 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Chairman’s Statement Overview The year under review was one characterised by a fall in consumer and business confidence, declining inflation, low rental growth and falling interest rates. These factors were reflected in the real estate sector, where transactions have been scarce, with both investors and occupiers cautiously playing a waiting game. This has proved to be beneficial for the Group. From an income standpoint, the economic environment has seen our portfolio continuing to perform well, benefiting from its long dated and high yielding leases with index-linked rental increases. The portfolio value has increased by £4.7 million (2024: £4.3 million reduction) and at 30 June 2025 was valued at £107.4 million (2024: £102.7 million). On a like-for-like basis, the value of the Group’s properties increased to £104.9 million from £102.7 million. The portfolio should continue to perform relatively well during a period of higher inflation, as 92.3% of its rental income is subject to index-linked reviews and 25.6% of rental income is not subject to any cap on rental increases. During the financial year, a total of 10 rent reviews took place, resulting in a combined rental uplift of £167,000, that represents a 2.2% increase on contracted rent across the Company’s portfolio. During the year, one property transaction completed, being the purchase of Champneys Beauty College in Tring, for a consideration of £2.5 million (net of acquisition costs). The Board has been working, in conjunction with its debt adviser, to refinance the Group’s existing debt. Largely as a result of AIRE’s excellent track record in recent years, its outstanding record on rent collection and the very low Loan To Value (‘LTV’) of its portfolio, AIRE secured separate offers of long-term finance from several different lending institutions, all on a competitive basis. Consequently, the Board announced on 3 September 2025 that the Group has secured new long-term debt facilities with HSBC UK Bank plc (‘HSBC’). The facilities consisting of both a fixed term loan of £31 million and a £10 million revolving credit facility. Together with the active asset management initiatives being undertaken, the Board considers that the portfolio will continue to deliver an attractive yield as a result of its secure and improving rental income. These, together with less volatile inflation and the anticipated continued downward trajectory of UK interest rates provides a stabilising background for the property market. At the year end, the portfolio has maintained the net initial yield at 7.1% and a WAULT to the first break of 15.6 years and 17.2 years to expiry (30 June 2024: 16.5 and 18.4 years, respectively). Refinancing of the Group’s Debt The Group today has a fully utilised £41.0 million loan facility with Canada Life, with a weighted average interest cost of 3.19%. This facility will be repaid on its due date of 20 October 2025. As mentioned above, the Group has now secured new long-term debt facilities with HSBC (‘New HSBC Bank Facilities’) totalling £41 million, which are for a fixed term of five years from the date of drawdown, that can be extended on request by a further two years, should this be mutually acceptable to both parties. The New HSBC Bank Facilities consist of a fixed term loan of £31 million and a £10 million revolving credit facility (‘RCF’). Whilst there is no present intention, AIRE have the right, through an accordion mechanism, to request an increase in the size of the RCF by up to a further £10 million, over the course of the facility. The Group’s index- linked portfolio, with its properties let on predominantly long dated and high yielding leases, has continued to perform relatively well, when compared with its peer group.” Simon Bennett Chairman 2.2% Increase on contracted rent £107.4m Property portfolio value £167,000 Combined rental uplift I am pleased to present the annual audited results of Alternative Income REIT plc (the ‘Company’) together with its subsidiaries (the ‘Group’) for the financial year ended 30 June 2025. 6 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
The Board is also pleased to report that the margin on the New HSBC Bank Facilities of 170 basis points (1.7% per annum) over SONIA (sterling overnight index average rate), represents a significant reduction in margin when compared with the Group’s existing debt facilities, albeit against a backdrop of higher base interest rates, as set out below. In addition, the financial covenants in the New HSBC Bank Facilities represent improved terms to the Group, being based on a Loan to Value covenant which is not to exceed 60% and an Interest Cover Ratio to be greater than 160%. The Board intend to take advantage of the lower interest rates on AIRE’s existing debt facilities, until these facilities are repaid on 20 October 2025. The Group will use the amount drawn down under its New HSBC Bank Facilities to simultaneously repay its existing debt facilities in full. Dividends and Earnings During this financial year, the Company declared four interim dividends totalling 6.2 pence per share (‘pps’) (30 June 2024: 5.9pps), which is in line with the previously announced dividend target of 6.2pps (30 June 2024: 5.9pps), representing a 5.1% increase on the previous year. I am pleased to report that these dividends were covered by cash earnings. As set out in Note 8 to the Consolidated Financial Statements, dividends were covered by the Group’s Adjusted EPS (representing cash) of 6.72pps (2024: 5.99pps). All dividends were paid as Property Income Distributions (‘PIDs’). Historically the Board has paid dividends in four instalments each financial year. The Board intends to continue with this practice by making dividend payments in November, February, May and August each year. In order to do this, all dividends need to be declared and paid as interim dividends. The Board, however, recognises that this precludes shareholders from having the opportunity to vote on a final dividend. Recognising this, and although not required to do so, Resolution 8 in the AGM notice gives shareholders the opportunity to vote on this dividend policy. Over the past few years, including during the global COVID pandemic, AIRE has maintained an enviable record of collecting 100% of its rent. Provided this remains the case, and in the absence of any other unforeseen circumstances, the Board is targeting a dividend of no less than 5.6pps for the year ending 30 June 2026. The resetting of this dividend target, which is lower than the previous year’s dividend of 6.2pps, is entirely due to the increase in financing costs on the new facilities, which will rise significantly to approximately £2.2 million, compared with £1.4 million in previous financial years. Discount The discount of the share price to NAV at 30 June 2025 narrowed to 11.5% (30 June 2024: 18.4%). The Board monitors the discount level throughout the year and has the authority to both issue and buy back shares. Although these powers have not been used to date, the Board believes these authorities are important powers for it to have available, if required, and therefore recommends that shareholders vote in favour of their continuance at the forthcoming AGM. Investment Policy The change in the Group’s Investment Policy was approved by shareholders at the November 2024 AGM and all references to the Group Investment Policy within this Annual Report relate to the updated policy, which included revised sector allocation limits and minimum portfolio targets (including WAULT and inflation-linked rent thresholds). Investors should refer to the changes outlined in the 2024 Annual Report for full details. AGM The Company will hold its AGM at 10:00am on Monday, 10 November 2025 at the offices of JTC, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF. As usual, the Investment Adviser will give a presentation on the Group prior to proceeding with the formal business of the AGM. I always welcome engagement with shareholders, who should be aware that, if they are unable to attend in person, they can submit questions to the Board by emailing the Company Secretary at AIRE.Cosec@jtcgroup.com or by writing to me at the Group’s registered office, namely, Alternative Income REIT PLC, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF. Outlook The Group’s index-linked portfolio, with its properties let on predominantly long dated and high yielding leases, has continued to perform relatively well, when compared with its peer group. In the coming financial year, approximately 44.6% of the Group’s income will be subject to rent reviews (36.4% as annual index-linked rent reviews and the remaining 8.2% being periodic three or five yearly index- linked rent reviews). On a macro level, it appears that the pathway for interest rates continues to be downwards. This should benefit the property market and in conjunction with the active asset management initiatives being undertaken by the Group and the successful refinancing of AIRE’s banking facilities. These factors give the Board confidence that the portfolio will continue to deliver an attractive yield as a result of its secure and growing rental income. I would like to take this opportunity to thank my colleagues on the Board, the Investment Adviser, the Company Secretary and our other advisers and service providers, who have provided professional support and services to the Group during this financial year. The Group has a good team, to whom a large proportion of the Company’s success can be attributed. Simon Bennett Chairman 3 October 2025 “Active asset management initiatives being undertaken by the Group and the successful refinancing of AIRE’s banking facilities give the Board confidence that the portfolio will continue to deliver an attractive yield as a result of its secure and growing rental income.” This is a target and not a formal dividend forecast or a profit forecast Alternative Income REIT PLC | Annual Report & Financial Statements 2025 7 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Alternative Income REIT PLC is a real estate investment trust listed on the closed- ended investment funds category of the Official List of the Financial Conduct Authority (‘FCA’) and traded on the Main Market of the London Stock Exchange. As part of its business model and strategy, the Group has maintained and intends to maintain its UK REIT status. Investment Objective The investment objective of the Group is to generate a secure and predictable income return, sustainable in real terms, whilst at least maintaining capital values, in real terms, through investment in a diversified portfolio of UK properties, predominantly within the alternative and specialist sectors. Investment Policy In order to achieve the investment objective, the Group invests in freehold and long leasehold properties across the whole spectrum of the UK property sector. The Group’s emphasis is on alternative and specialist property sectors in order to access the attractive value and capital preservation qualities which such sectors offer. The Group invests in properties that can generate predictable income streams through long leases which have contractual exposure to inflation rates, focussing on properties which have the ability to deliver secure income and preserve capital value, with an attractive entry yield. The Group will supplement this with active asset management initiatives for certain properties. Permitted sectors include, but are not limited to the following, subject at all times to the assessment of their appeal and specific asset investment opportunities: healthcare; leisure; hotels and serviced apartments; education; automotive; car parks; residential; supported living; student accommodation; logistics; storage; communications; supermarkets (within the alternative and specialist real estate sectors). In addition, permitted sectors include: offices; shopping centres; retail and retail warehouses; and industrial (being defined as ‘Traditional’ real estate sectors), subject to the limitations on sector exposure below. The Group is not permitted to invest in land assets, including development land which does not have a development agreement attached, agriculture or timber. The Company is governed by a Board of non-executive directors (the ‘Board’) and has no employees. The Board is responsible for determining the Company’s investment objective and investment policy. Like many other REITs and investment companies, the day-to-day management and administration of the Company is outsourced by the Board to third party providers, including Martley Capital Real Estate Investment Management Limited (‘Martley Capital’) as Investment Adviser, Langham Hall Fund Management LLP as AIFM and JTC Limited as Company Secretary. Each investment must enable the portfolio to comply with the following minimum targets at the time of investment: a weighted average unexpired lease term (‘WAULT’) in excess of ten years; at least 75% of the gross passing rent being from leases with rent reviews linked to a commonly used measure of inflation (typically RPI or CPI); at least 50% of the gross asset value (‘GAV’) of properties being in alternative and specialist sectors; and over 90% of properties being freehold or very long leasehold (over 100 years). Whilst each acquisition is made on a case-by-case basis, properties typically offer the following characteristics: a value of between £2 million and £30 million; existing tenants with strong business fundamentals and profitable operations; depth of tenant/operator demand; alternative use value; current passing rent close to or below rental value; and long-term demand drivers, including demographics, use of technology or built-for-purpose real estate. The Group may invest in commercial properties or portfolios of commercial property assets which, in addition, include ancillary or secondary utilisations. The Group may invest in corporate and other entities that hold property and the Group may also invest in conjunction with third-party investors. The Group may engage in full or partial interest rate hedging or use derivatives to seek to mitigate the risk of interest rate increases as part of the Group’s portfolio management. Business Model and Strategy 8 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Investment limits The Group will invest and manage its assets with the objective of spreading investment risk through the following: Investment in a single property limited to 15% of GAV (measured at the time of investment). Exposure to a single tenant covenant will be limited to 15% of GAV. The Group may commit up to a maximum of 10% of its GAV (measured at the point of capital commitment) in development activities. Investment in unoccupied and non-income producing assets will, at the time of investment, not exceed 5% of Estimated Rental Value (‘ERV’). The Group will not invest in other closed-ended investment companies. If the Group invests in derivatives for the purposes of efficient portfolio and cash management, the total notional value of the derivatives at the time of investment will not exceed, in aggregate, 20% of GAV. Borrowings The Group may utilise borrowings with a view to enhancing returns over the medium term. Borrowings, where utilised will be on a limited recourse basis for each investment on all or part of the total portfolio and will not exceed 40% of GAV (measured at drawdown) of each relevant investment or of the portfolio. Dividend Policy It is the directors’ intention to pay dividends in line with the Company’s investment objective with interim dividends payable by four instalments quarterly in November, February, May and August in respect of each financial year to June. Additionally, the dividend policy allows for the payment of further interim dividends should compliance with the REIT rules require. YMCA Nursery, Southampton Premier Inn, Camberley Unit 2, Dolphin Park, Sittingbourne (Doré Metal Services) Alternative Income REIT PLC | Annual Report & Financial Statements 2025 9 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Key Performance Indicators Net Initial Yield (‘NIY’) KPI and definition Annualised rental income based on the cash rents passing at the balance sheet date, less non- recoverable property operating expenses, divided by the market value of the property, increased with purchasers’ costs estimated by the Group’s External Valuers. Relevance to strategy The NIY is an indicator of the ability of the Group to meet its target dividend after adjusting for the impacts of leverage and deducting operating costs. Performance 7.07% At 30 June 2025 (2024: 7.06%) Net Asset Value (‘NAV’) per share KPI and definition NAV is the value of an entity’s assets minus the value of its liabilities. Relevance to strategy Provides stakeholders with the most relevant information on the fair value of the assets and liabilities of the Group. Performance £67.33 million/ 83.64pps At 30 June 2025 (2024: £65.12 million/80.90pps) Adjusted EPS KPI and definition Adjusted EPS from core operational activities, as adjusted for non-cash items. A key measure of a company’s underlying operating results from its property rental business and an indication of the extent to which current dividend payments are supported by earnings. See Note 8 to the financial statements. Relevance to strategy This reflects the Group’s ability to generate earnings from the portfolio which underpins dividends. Performance 6.72pps For the year ended 30 June 2025 (2024: 5.99pps) Weighted Average Unexpired Lease Term (‘WAULT’) to break and expiry KPI and definition The average lease term remaining to expiry across the portfolio, weighted by contracted rent. Relevance to strategy The WAULT is a key measure of the quality of the portfolio. Long leases underpin the security of our future income. Performance 15.6 years to break and 17.2 years to expiry At 30 June 2025 (2024: 16.5 years to break and 18.4 years to expiry) Dividend per share KPI and definition Dividends declared in relation to the period are in line with the stated dividend target as set out in the Prospectus at IPO. Having achieved the target dividend of 5.70 pence per Ordinary Share per annum, the aim now is to ensure an increasing dividend in line with the Company’s Investment Objective. Relevance to strategy The Group seeks to deliver a sustainable income stream from its portfolio, which it distributes as dividends. Performance 6.20pps For the year ended 30 June 2025 (2024: 5.90pps) Leverage (Loan-to-GAV) KPI and definition The proportion of the Group’s assets that is funded by borrowings. Relevance to strategy The Group utilises borrowings to enhance returns over the medium term. Borrowings will not exceed 40% of GAV (measured at drawdown). Performance 36.88% At 30 June 2025 (2024: 37.67%) 10 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
EPRA NIY 2 – unaudited Measure and definition Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers’ costs. Purpose A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of two portfolios compare. Performance 7.07% At 30 June 2025 (2024: 6.94%) EPRA Net Reinstatement Value 1 Measure and definition The EPRA NRV adds back the purchasers’ costs deducted from the EPRA NAV and deducts the break cost of bank borrowings. Purpose A measure that highlights the value of net assets on a long-term basis. Performance £74.31 million/ 92.30pps At 30 June 2025 (2024: £71.79 million/ 89.18pps) EPRA Earnings/EPS 1 Measure and definition Earnings from operational activities. Purpose A key measure of a company’s underlying operating results and an indication of the extent to which current dividend payments are supported by earnings. Performance £5.29 million/6.57pps For the year ended 30 June 2025 (2024: £4.74 million/5.89pps) EPRA ‘Topped-up’ NIY 2 unaudited Measure and definition This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent- free periods (or other unexpired lease incentives such as discounted rent periods and step rents). Purpose A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of two portfolios compare. Performance 7.25% At 30 June 2025 (2024: 7.29%) EPRA Net Tangible Assets 1 Measure and definition The EPRA NTA deducts the break cost of bank borrowings from the EPRA NAV. Purpose A measure that assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability. The Group has UK REIT status and as such no deferred tax is required to be recognised in the accounts. Performance £67.33 million/ 83.64pps At 30 June 2025 (2024: £65.12 million/80.90pps) EPRA Vacancy 2 – unaudited Measure and definition Estimated Rental Value (‘ERV’) of vacant space divided by ERV of the whole portfolio. Purpose A ’pure’ percentage measure of investment property space that is vacant, based on ERV. Performance 0.00% At 30 June 2025 (2024: 0.00%) EPRA LTV 2 Measure and definition Debt (net of cash balances) divided by the market value of properties (including net receivables). Purpose A key (shareholder-gearing) metric to determine the percentage of debt comparing to the appraised value of the properties. Performance 34.82% At 30 June 2025 (2024: 35.50%) EPRA Net Disposal Value 1 Measure and definition The EPRA NDV deducts the break cost of bank borrowings from the EPRA NAV. Purpose A measure that shows the shareholder value if assets and liabilities are not held until maturity. Performance £67.33 million/ 83.64pps At 30 June 2025 (2024: £65.12 million/80.90pps) EPRA Cost Ratio 2 – unaudited Measure and definition Administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income. Purpose A key measure to enable meaningful measurement of the changes in a company’s operating costs. Performance 15.14% For the year ended 30 June 2025 (2024: 16.36%) EPRA Performance Measures The EPRA performance measures of the Group follow. All are Alternative Performance Measures. 1 The reconciliation of this APM is set out in Note 8 of the Notes to the Consolidated Financial Statements. 2 The reconciliation of this APM is set out in the EPRA Performance Measures Calculations section following the Notes to the Consolidated Financial Statements. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 11 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Market Outlook UK Economic Outlook The UK economy, after a strong 0.7% growth in Q1 2025, has faced consecutive monthly contractions in Q2 2025 which caused growth to reduce by 0.3% in the quarter, driven by reductions in production and construction, and the onset of a US-driven trade war A . Though Q1 GDP was 4.2%, above pre-pandemic levels (placing 5th in the G7) B , the Office of Budget Responsibility (‘OBR’) halved its 2025 GDP growth forecast to 1.0%, and independent forecasts reduced to 1.1% C . Despite this, the OBR remains optimistic, upgrading longer-term growth forecasts from 2026-2029. UK unemployment continued its upward trend, reaching 4.7% in the three months to June 2025 – the highest level since August 2021 D . This rise follows sharp increases in payroll taxes and a 6.7% increase to the national minimum wage. Despite wages continuing to outpace inflation, unemployment is nearing a four-year high which is reducing wage growth to 5.0% in Q2 2025 E ; this rate is predicted to fall further to 4.2% for the entirety of 2025 F . Reflecting these concerns, the British Chambers of Commerce raised their 2025 unemployment forecast to 4.7% in September, citing rising employment costs and worries about youth unemployment. UK inflation, as measured by the Consumer Price Index (‘CPI’), rose sharply to 3.8% in July, being the greatest increase since January 2024 and significantly exceeding the 2% target. This increase, more than double that seen in September 2024 of 1.7%, was anticipated by the OBR for mid-2025, primarily due to Ofgem’s price cap increase amid higher energy costs and increases in food costs. Despite concerns, the OBR predicts this uplift will be temporary, with the rate falling to 3.1% by December 2025 and returning to target in Q2 2026. Interest rates have been on a gradual downward trajectory since the August 2023 peak of 5.25%, with the Bank of England implementing three cuts so far in 2025, bringing the base rate down to 4.00%. This rate was cut at the August meeting despite signs that UK inflation might be persisting. ING forecast an additional rate cut in November, which would further cut the rate to 3.75% by year-end, with a further two cuts expected in 2026, bringing the rate to 3.25%. Economic sentiment among both businesses and consumers has seen modest, albeit notable, improvements throughout the first half of 2025. An Office for National Statistics (‘ONS’) survey in June 2025 revealed that the proportion of businesses anticipating a performance decline over the next year edged down to 11%, a positive shift from 12% in January G . Consumer confidence, as measured by the GfK H index, also experienced an uplift, rising encouragingly from -22 in January 2025 to -18 in June 2025 I . All of the above reflect a challenging environment, further complicated by a US-sparked trade war and rising employment costs. Despite this, consumer confidence has shown modest improvement. Though global geopolitical events and domestic policy decisions remain crucial factors shaping the UK’s economic trajectory. Investment Adviser’s Report Sources: A ONS (2025), Gross Domestic Product (GDP); B UK Parliament (2025), GDP international comparisons: Economic indicators; C HM Treasury (2025), Forecasts for the UK economy; D ONS (2025), Unemployment rate (aged 16 and over, seasonally adjusted); E ONS (2025), Average weekly earnings in Great Britain: June 2025; F British Chambers of Commerce, BCC Economic Forecast; G ONS (2025), Business Insights and Conditions Survey (BICS); H Growth from Knowledge Index I UK Parliament (2025), Business and consumer confidence: Economic indicators. Sources: A LSH (2025), UKIT Q2 2025; B CBRE (2025), European Investor Intentions Survey 2025; C MSCI (2025), UK Monthly Data; D Colliers (2025), Real Estate Investment Forecasts Quarter 2 2025; E FTSE Russell Factsheet (2025), FTSE EPRA Nareit UK Index. UK Real Estate Outlook The UK real estate market showed mixed signals in the first half of 2025. While the latter half of 2024 saw transaction volumes recover to a two- year high, H1 2025 experienced a 28% drop in deal volume, reaching only £18.1 billion and falling below the long-term trend A . This decline was primarily due to a shortage of large-scale transactions, even though the number of deals remained relatively stable. An exception was Blackstone’s acquisition of the Arch Co portfolio, the UK’s largest transaction since mid- 2022. The ‘flight to quality’ continues to dominate the occupier market, with businesses prioritising properties that boast strong Environmental, Social and Governance (‘ESG’) credentials and high energy efficiency. This, coupled with reduced speculative development, is fuelling increases in prime rents. Despite ongoing challenges like high operating costs and economic uncertainty, which are leading to cautious investment, the availability of flexible leases is offering occupiers crucial adaptability. Despite ongoing economic uncertainty and market volatility, the outlook for real estate has significantly improved over the past year. CBRE’s European Investor Intentions survey reveals that three-quarters of investors anticipate a market rebound by year-end, and 90% expect their purchasing activity to either increase or remain stable, injecting crucial liquidity and bolstering confidence B . This positive sentiment is supported by a 0.9% increase in capital value across all property types in H1 2025, alongside a 12bps inwards shift for yields C . The improved market conditions, coupled with the ING’s prediction of a further rate cut, is likely to drive further yield compression, intensifying competition for assets and pushing prices higher in the transaction market. Investors saw a total return of 4.2% in H1, and Colliers forecasts a strong 9.8% total return for the year D . Considering the relative stability of real estate compared to equities, particularly given potential global trade tariffs, this outlook presents a highly attractive proposition for global investment. The UK real estate investment landscape shifted significantly in 2024, with the living sector leading the way by attracting £18.26 billion. Even with a slower first half, its appeal held strong, seeing a surge in deal activity, largely driven by overseas buyers. Investors are increasingly eyeing operational and alternative asset classes, with 75% actively exploring areas like real estate debt, purpose-built student accommodation, data centres, and life science assets. Despite strong investor preference for the industrial and logistics sector, its H1 2025 volume plummeted to £2.9 billion, well below trend, mirroring the broader market’s decline in large-scale transactions. Interestingly, retail emerged as the top-performing sector in H1 2025 and is expected to maintain this over the next five years. Shopping centres and retail warehouses are forecast to generate impressive total annual returns of 10.9% and 9.4% respectively. This growth is fuelled by evolving retail concepts that cater to experiential consumer demand, coupled with limited new development due to the structural shift away from traditional retail, resulting in low vacancy rates and strong rental growth potential. The UK REIT market experienced a strong recovery in the first six months of 2025, with the FTSE EPRA Nareit UK Index rising by 11.8%, a significant rebound from the 11.7% decline in 2024 E . This positive trend saw over 76% of listed UK REITs realise share price gains. Investments in the Living space performed exceptionally well, dominating the top performers. KCR Residential REIT led the way, and key players in the care home market also contributed strongly, with Assura REIT and Target Healthcare REIT placed amongst the top five performers. AIRE also saw a positive movement, increasing by 5% to 74.0pps in the first half of the year. 12 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
The UK commercial property market is undergoing a significant transformation, requiring resilience and innovation for future success. Recent challenges have necessitated a fundamental reassessment of industry practices, demanding creative investment strategies, bold occupier choices, and the agility to adapt to rapidly evolving market demands. Moving forward, interdisciplinary collaboration will be essential to unlocking value and fostering sustainable growth within the sector. Portfolio Activity During the Year The following asset management initiatives were undertaken during the year: The acquisition of Champneys Beauty School, part of the Champneys Tring Spa Resort in Tring, in December 2024 for £2.5 million completed the investment of the net proceeds of previous Group asset disposals. The price reflects a net initial yield of 6.5% and, at purchase, had a weighted unexpired lease term of 14.9 years. BGEN, one of the tenants of our St Helens industrial asset, has agreed to continue in occupation of their building for a further two years. In addition, a new five year lease, with annual RPI linked rent reviews was agreed at £63,750 per annum with BGEN for the adjacent land at St Helens on expiry of their previous lease. Active management continues with Pure Gym in London, re-gearing their lease to remove the tenant’s break in 2027. Their lease now extends to 2032. In Crawley, the lease to Petrogas Group UK Limited was assigned to Rontec Properties No 4 Limited, guaranteed by Rontec Roadside Retail Limited, one of the leading players in the UK forecourt industry. NAV Movements For the year ended 30 June 2025 2024 Pence per share £m Pence per share £m NAV at beginning of year 80.90 65.12 84.16 67.75 Change in fair value of investment property 2.45 1.97 (3.71) (2.98) Income earned for the year 10.64 8.57 9.82 7.90 Gain on disposal of property 0.74 0.60 Finance costs for the year (1.78) (1.44) (1.75) (1.41) Other expenses for the year (2.29) (1.84) (2.17) (1.75) Dividends paid during the year (6.28) (5.05) (6.19) (4.99) NAV at the end of the year 83.64 67.33 80.90 65.12 Valuation At 30 June 2025 the Group owned 20 property assets (2024: 19) and the portfolio was valued at £107.4 million (2024: £102.7 million). 520 490 460 430 400 370 340 310 280 250 220 190 160 130 100 Jul-17 Jan-18 Jul-18 Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Jun-25 MSCI Capital Value Growth Index Jul 2017 (launch date of Company) to Jun 2025 All property Retail Office Industrial Source: MSCI Real Estate Alternative Income REIT PLC | Annual Report & Financial Statements 2025 13 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Investment Adviser’s Report continued Asset location map At 30 June 2025 1. Pocket Nook Industrial Estate, St Helens 2. Bramall Court, Salford 3. Grazebrook Industrial Estate, Works 1 & 2, Dudley 4. Motorpoint, Birmingham 5. Premier Inn, Camberley 6. Silver Trees, Bristol 7. Prime Life Care Home, Solihull 8. Droitwich Spa Retail Park, Droitwich 9. Duke House, Swindon 10. Virgin Active, London 11. Hoddesdon Energy, Hoddesdon 12. Unit 2, Dolphin Park, Sittingbourne 13. Volvo Slough, Slough 14. Prime Life Care Home, Brough 15. Applegreen Petrol Station, Crawley 16. Pure Gym, London 17. Champneys Beauty College, Tring 18. Unit 14, Provincial Park, Sheffield 19. YMCA Nursery, Southampton 20. Snap Fitness, London 1 3 4 8 6 9 19 5 20 11 14 16 15 7 2 18 13 12 17 10 14 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Passing Rent by Review Frequency (%) Passing Rent by Rent Review Type (%) Passing Rent by Cap Band (%) 80% 70% 60% 50% 40% 30% 20% 10% 0% RPI Expiry 2024 CPI OMV 35% 40% 30% 25% 20% 15% 10% 5% 0% 3% and above 4% and above 5% and above No Cap 2025 60% 50% 40% 30% 20% 10% 0% Annually indexed 3 yearly indexed 5 yearly indexed Remainder 2024 2025 2024 2025 The table below illustrates the weighting of the Group’s contracted rental income, based on the type of rent review associated with each lease. Income Allocation by Type Inflation linked – RPI 64.2% (2024: 69.0%) Inflation linked – CPI 28.1% (2024: 26.9%) Expiry or Open Market Value Reviews 7.7% (2024: 4.1%) Summary by Sector at 30 June 2025 Sector Number of Properties Valuation (£m) Market Value (%) Occupancy by ERV (%) WAULT to break (years) Gross Passing Rental Income (£m) ERV (£m) ERV 1 (%) Industrial Warehouse 4 26.6 24.8 100.0 22.9 1.9 1.8 24.7 Healthcare 3 17.1 15.9 100.0 23.5 1.3 1.1 15.6 Automotive & Petroleum 3 15.5 14.4 100.0 11.0 1.1 1.0 13.4 Hotel 2 12.4 11.6 100.0 12.0 0.9 0.8 11.4 Residential 1 10.9 10.1 100.0 16.1 0.8 0.8 11.3 Leisure 3 10.4 9.7 100.0 8.5 1.0 0.8 10.4 Retail Warehouse 1 5.6 5.2 100.0 3.8 0.5 0.4 5.3 Power Station 1 4.6 4.3 100.0 6.7 0.3 0.3 4.5 Education 2 4.3 4.0 100.0 16.0 0.3 0.3 3.4 Total/Average 20 107.4 100.0 100.0 15.6 8.1 7.3 100.0 Summary by Geographical Area at 30 June 2025 Geographical Area Number of Properties Valuation (£m) Market Value (%) Occupancy by ERV (%) WAULT to break (years) Gross Passing Rental Income (£m) ERV (£m) ERV 1 (%) West Midlands 4 27.2 25.3 100.0 9.6 2.1 1.9 26.7 The North West & Merseyside 2 22.7 21.1 100.0 33.9 1.6 1.4 19.2 Rest of South East 5 21.6 20.1 100.0 8.3 1.5 1.4 19.2 South West 2 12.2 11.4 100.0 21.0 0.9 0.9 11.8 London 3 10.4 9.7 100.0 8.5 1.0 0.8 10.4 Eastern 2 7.1 6.6 100.0 9.1 0.5 0.4 6.1 Yorkshire and the Humber 2 6.2 5.8 100.0 16.5 0.5 0.5 6.5 Total/Average 20 107.4 100.0 100.00 15.6 8.1 7.3 100.0 1 The ERV (%) in the summary by sector and geographical area is calculated using the precise unrounded ERV figures, not the rounded ERV (£m). Alternative Income REIT PLC | Annual Report & Financial Statements 2025 15 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Property Portfolio Passing rent by review frequency (%) Passing rent by rent review type (%) P 80% 70% 60% 50% 40% 30% 20% 10% 0% RPI Expiry 2023 CPI OMV 35% 30% 25% 20% 15% 10% 5% 0% 2024 60% 50% 40% 30% 20% 10% 0% Annually indexed 3 yearly indexed 5 yearly indexed Remainder 2023 2024 at 30 June 2025 1. Pocket Nook Industrial Estate St Helens 5. Premier Inn Camberley Sector Residential Region The North West & Merseyside Market value £10.85m Sector Industrial Warehouse Region The North West & Merseyside Market value £11.85m Sector Healthcare Region South West Market value £6.83m 3. Grazebrook Industrial Estate Works 1 & 2, Dudley Sector Industrial Warehouse Region West Midlands Market value £8.05m Sector Automotive & Petroleum Region West Midlands Market value £7.35m Sector Hotel Region Rest of South East Market value £7.00m Sector Healthcare Region West Midlands Market value £6.15m 4. Motorpoint Ltd Birmingham 6. Silver Trees Bristol 2. Bramall Court Salford 7. Prime Life Care Home Solihull From an income standpoint, the economic environment has seen our portfolio continuing to perform well, benefiting from its long dated and high yielding leases with index-linked rental increases.” 16 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Passing rent by Cap band (%) % % % % % % % % 3% and above 4% and above 5% and above No Cap 2023 2024 8. Droitwich Spa Retail Park Droitwich 12. Unit 2, Dolphin Park Sittingbourne 10. Virgin Active London 14. Prime Life Care Home Brough 9. Duke House Swindon 13. Volvo Slough Slough 11. Hoddesdon Energy Hoddesdon Sector Retail Warehouse Region West Midlands Market value £5.60m Sector Industrial Warehouse Region Rest of South East Market value £4.60m Sector Leisure Region London Market value £5.15m Sector Healthcare Region Yorkshire and the Humber Market value £4.10m Sector Hotel Region South West Market value £5.40m Sector Automotive & Petroleum Region Rest of South East Market value £4.15m Sector Power Station Region Eastern Market value £4.63m Alternative Income REIT PLC | Annual Report & Financial Statements 2025 17 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
19. YMCA Nursery Southampton Sector Education Region Rest of South East Market value £1.82m 17. Champneys Beauty College Tring Sector Education Region Eastern Market value £2.50m 20. Snap Fitness London Sector Leisure Region London Market value £1.65m 16. Pure Gym London Sector Leisure Region London Market value £3.57m 18. Unit 14, Provincial Park Sheffield Sector Industrial Warehouse Region Yorkshire and the Humber Market value £2.10m Property Portfolio continued 15. Applegreen Petrol Station Crawley Sector Automotive & Petroleum Region Rest of South East Market value £4.00m New Acquisition Total property portfolio £107.4m 18 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Tenancy Schedule Top Ten Tenants at 30 June 2025 Tenants Property Annual Contracted Rental Income (£’000) % of Portfolio Total Passing Rental Income WAULT to break (Years) Mears Group Plc Bramall Court, Salford 809 10.0% 16.1 Meridian Steel Ltd Grazebrook Industrial Estate, Dudley & Provincial Park, Sheffield 799 9.9% 1.9 Prime Life Ltd Prime Life Care Home, Brough & Solihull 781 9.7% 23.4 Motorpoint Ltd Motorpoint, Birmingham 568 7.0% 12.0 Virgin Active Health Clubs Ltd Virgin Active, Streatham 521 6.5% 9.3 Premier Inn Hotels Ltd Premier Inn, Camberley 504 6.2% 6.7 Handsale Ltd Silver Trees, Bristol 491 6.1% 23.6 Travelodge Hotels Ltd Duke House, Swindon 403 5.0% 18.9* B&M Bargains Droitwich Spa Retail Park, Droitwich 364 4.5% 4.2 Biffa Waste Services Ltd Pocket Nook Industrial Estate, St Helens 353 4.4% 108.2 Total 5,593 69.3% 19.1** * The WAULT calculations includes an additional three years reflecting a landlord’s option to extend until 31 May 2044. ** This WAULT calculation, which considers income solely from the top ten tenants, differs from the portfolio-wide WAULT of 15.6 years. Tenant Property Annual Contracted Rental Income (£’000) Break Date Expiry Date Mears Group Plc Bramall Court 809 16/08/2041 Motorpoint Ltd Motorpoint 568 24/06/2037 Virgin Active Health Clubs Ltd Virgin Active 521 28/09/2034 Premier Inn Hotels Ltd Premier Inn 504 25/03/2032 24/03/2037 Handsale Ltd Silver Trees 491 14/01/2049 Prime Life Ltd Prime Life Care Home 457 21/11/2048 Travelodge Hotels Ltd Duke House 403 31/05/2044 Meridian Steel Ltd Grazebrook Industrial Estate, Works 1 & 2 388 21/05/2027 B&M Bargains Droitwich Spa Retail Park 364 31/08/2029 Hoddesdon Energy Ltd Hoddesdon Energy 333 27/02/2032 26/02/2050 Prime Life Ltd Prime Life Care Home 324 21/11/2048 Doré Metal Services Southern Ltd Unit 2, Dolphin Park 307 13/09/2028 12/09/2033 Pure Gym Ltd Pure Gym 287 10/12/2032 Volvo Car UK Ltd Volvo Slough 281 16/03/2037 Meridian Steel Ltd Grazebrook Industrial Estate, Works 1 & 2 259 21/05/2027 Rontec Properties No 4 Ltd Applegreen Petrol Station 256 16/07/2033 Biffa Waste Services Ltd Pocket Nook Industrial Estate 203 24/02/2133 Secretary of State for Communities & Local Government Pocket Nook Industrial Estate 200 30/01/2033 29/01/2048 Champneys Tring Champneys Beauty College 175 18/04/2039 MSG Life Realty Ltd Snap Fitness 158 28/03/2033 Meridian Steel Ltd Unit 14, Provincial Park 152 21/05/2027 Biffa Waste Services Ltd Pocket Nook Industrial Estate 150 31/03/2134 YMCA Fairthorne Group YMCA Nursery 145 17/02/2044 BGEN Ltd Pocket Nook Industrial Estate 145 04/04/2027 Pets at Home Droitwich Spa Retail Park 113 13/01/2028 BGEN Ltd Pocket Nook Industrial Estate 64 04/04/2030 The Salvation Army Trustee Company Duke House 27 17/07/2032 Kingscrown Land & Commercial Ltd* Pocket Nook Industrial Estate 28/09/2045 Camberley Properties Ltd Premier Inn 23/06/3010 Southern Electric Parcel Distribution Plc Premier Inn 20/02/2111 * Ground rents less than £150 per annum. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 19 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
The Group recognises that Environmental, Social and Governance (‘ESG’) matters are of utmost importance to sustainable investment and a focus for the business and investor community. The Group is committed to understanding how best to consider ESG factors in all facets of its business, from business strategy to investment decisions and company operations. In order to meet investors’ expectations, the Group and its advisers adopt both financial and non-financial strategies to drive long-term value with an innovative yet disciplined and conscientious approach to ESG in respect of the property portfolio management including but not limited to: Environmental A proactive approach to procurement of Energy Performance Certificate (‘EPC’) reassessments ahead of Minimum Energy Efficiency Standards 2023, maintaining quarterly reviews of EPC schedules, identification of opportunities to improve energy efficiency, and working closely with tenants who occupy under full repairing and insuring leases. Ongoing environmental reviews and audits as part of regular due diligence, including regular asset inspections to avoid any breach in environmental legislation. Responsible refurbishment in respect of all works to assets with consideration of the best approach to improving the EPC rating against potential spend, liaising with tenants in respect of any fit-out or alterations to reuse existing materials where feasible to reduce waste. Leverage technology for data management being used to monitor and drive efficiency. Social Commitment to occupier engagement. Encourage improvements to each asset such as installing defibrillators & electrical charging points. Provision of regular training and awareness to all managers on issues, such as wellbeing and mental health. Governance Client checks being completed on all tenants as well as new suppliers and contractors. Regular tenant engagement and inspections to ensure assets are used as agreed within leases. Effective tracking of legislative requirements to assess and monitor risks and opportunities. The Group is limited in its ability to influence ESG factors for the Group’s properties as the properties are fully let on commercial full repairing leases in accordance with the Group’s strategy to hold long leases. Diversity As an externally managed business, the Company does not have any employees or office space. As such, the Group does not operate a diversity policy with regards to any administrative, management and supervisory functions. A description of the Board’s policy on director diversity can be found in the Corporate Governance Report of the Annual Report. Employees The Group has no employees and accordingly no requirement to report separately in this area as the management of the portfolio has been delegated to the AIFM and Investment Adviser. The AIFM and Investment Adviser are equal opportunities employers who respect and seek to empower each individual and the diverse cultures, perspectives, skills and experiences within their workforce. Human Rights The Group is not within the scope of the Modern Slavery Act 2015 because it has not exceeded the turnover threshold and therefore no further disclosure is required in this regard. Business Relationships As well as the critical day-to-day portfolio management, the Group has service providers that ensure the smooth running of the Group’s activities. The Group’s key service providers are listed in the Annual Report, and the Management Engagement Committee (‘MEC’) annually review the effectiveness and performance of these service providers, taking into account any feedback received. The Group, AIFM and Investment Adviser and other third-party service providers maintain high standards of business conduct by acting in a collaborative and responsible manner with all business partners that protects the reputation of the Group as a whole. Greenhouse Gas Emissions As an investment company, the Group’s own direct environmental impact is minimal and greenhouse gas (‘GHG’) emissions are negligible. The GHG emissions in relation to the Group’s property portfolio is disclosed below. The Group has followed UK Government environmental reporting guidelines and used the UK Government 2025 greenhouse gas reporting conversion factors for company reporting to identify and report relevant GHG emissions over which it has Operational Control (where data is available) for the 12-month period to 30 June 2025. An independent consultancy specialising in the application of sustainability in commercial real estate was appointed to calculate the GHG statement and provide verification on the approach used. Scopes GHG emissions have been reported against the following ‘Scopes’, as defined by the GHG Protocol and where relevant: Scope 1 (not relevant to AIRE): Direct emissions from owned vehicles, controlled boilers and fugitive emissions from air conditioning systems under landlord control. Scope 2: Indirect emissions from electricity purchased by the Company and consumed within real estate assets owned by the Company. Scope 3: Indirect emissions from electricity and gas purchased/consumed within AIRE assets, by tenants, where the tenant is counterparty to the energy supply. Environmental, Social and Governance Report 20 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Statement of GHG Emissions The table below sets out the emissions per sector and for the Group overall in the year ended 30 June 2025. The approach taken follows guidance provided by the GHG Reporting Guidelines and EPRA Best Practice Recommendations of Sustainability Reporting 2024. Sector Scope Absolute tonnes of carbon dioxide equivalent (tCO 2 e) Like-for-like comparison of carbon dioxide equivalent (tCO 2 e)* Tonnes of carbon dioxide equivalent per m2 (tCO 2 e) 2024/25 2023/24 Difference (tCO 2 e) % change 2024/25 2023/24 Retail park Scope 2 1.43 0.43 1.00 232% n/a n/a Industrial warehouse Scope 3 – Elec. 72.95 84.43 -11.48 -14% 0.012 0.013 Total Scope 2 & 3 74.38 84.86 -10.48 -12% 0.012 0.013 * Like-for-like requires 24 months of data for the current and previous reporting year (July 2023 – June 2025). Both assets provided 24 months of data therefore like-for-like calculations were possible. Statement of Energy Usage The table below sets out the energy use per sector and for the Group overall. The approach follows guidance provided by the GHG Reporting Guidelines (DESNZ, 2025) and the EPRA Best Practice Recommendations on Sustainability Reporting 2024. Sector Energy Source Absolute energy usage (kWh) Like-for-like energy usage (kWh) 2024/25 2023/24 Difference (kWh) % change Retail park Electricity 8,085 2,100 5,985 285%* Industrial warehouse Electricity 412,171 407,792 4,379 1% Total Electricity 420,256 409,892 10,364 3% * Whilst the kWh usage is low, the high increase in usage reflects rectifications to faults in specific lights in the common parts of the retail park. All the lights are now working and usage is expected to be stable in future. Intensity Ratios In addition to reporting relevant absolute GHG emissions (per scope and per sector), the Group has chosen to report intensity ratios, where appropriate. An intensity measure is reported for assets within the like-for-like portfolio, where: No major renovation or refurbishment has taken place i.e. affecting more than 50% of the building by area or number of occupants Occupancy is at least 75% At least 24 months data is available Emissions reported relate to an indoor area Whilst no landlord meters reflect the above criteria for an intensity metric, the Group has applied an intensity figure for one asset, Pocket Nook, where the landlord procures the energy and directly recharges this to the tenant. An intensity metric has not been produced for Droitwich Spa retail park on the basis that the landlord-controlled meter does not reflect the above criteria (emissions reported relate to an indoor area). No normalisation factors have been considered for this annual report. Assurance Statement The Group’s GHG emissions have been calculated and verified by an independent third-party in accordance with the principles of ISO 14064. A full copy of the methodology used, including scope, source or data and conversion factors, is available on request. Property Portfolio ESG Activity During the year ended 30 June 2025, the Group has worked closely with its tenants to encourage improvements in ESG activities within the property portfolio. Two new EPC ratings have been carried out. For BGEN in St Helens which fell from C68 to E121 due to changes in EPC grading for gas heating and for Salvation Army, Swindon which improved from D93 to B31 as a result of tenant’s internal refurbishment works. Following inspections by EPC assessors, works identified at four properties to improve EPC levels are due for completion in the year to 30 June 2026 including new LED lighting, replacement of an oil- fired boiler, solar panels and installation of secondary glazing. The costs of other enhancements will also be borne by the occupiers. EPCs will be updated once works have been concluded. 0% 10% 20% 30% 40% 50% 60% A B C D E F G Year-on-Year EPC Comparison Year end 2024 (% by ERV) Year end 2025 (% by ERV) EPC Rating In the histogram above, the highest EPC rating of E applies to Unit 14 Provincial Park, Sheffield where the tenant is considering the cost efficiency of replacing their oil-fired boiler to electric and Unit 2 Pocket Nook, St Helens. Here the nature of the open-ended industrial process does not conform to EPC standard assessment, an exemption can be sought. The remaining properties in the portfolio have an EPC rating of D or above. More than half of the portfolio, at 52.8%, fall between A and B. Other than the changes for BGEN’s and Salvation Army’s EPC rating and the introduction of the new acquisition at Tring (C) the changes within the graph above are as a result of changes to relative ERV levels particularly in rating D where ERVs for assets in Salford and Dudley have seen increases. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 21 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
The following disclosure describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006, in promoting the success of the Company for the benefit of members as a whole. This section describes how the Board has regard to the likely consequences of any decision in the long term, the need to foster the Company’s business relationships with suppliers, customers and others, the desirability of the Company maintaining a reputation for high standards of business conduct, and the need to act fairly as between members of the Company. The Company does not have any employees and therefore s172(1)(b) is not applicable to the Company. The impact of the Company’s operations on the community and the environment is set out more fully in the Environmental, Social and Governance section on pages 20 to 21. Stakeholder Issues of importance Engagement Effect of engagement on key decisions Shareholders The Group’s investment objective is to deliver an attractive total return to shareholders. Shareholders are directly impacted by changes to the Company’s NAV and thus the share price and dividends. Attractive and sustainable level of income, earnings and dividends. Long-term income stream linked to inflationary growth. Robust corporate governance structure and well-performing service providers. Strategic direction of the Company. Execution of investment objective. Value for money – low ongoing charges. Shareholder engagement is set out in the Corporate Governance Report in the Annual Report. As a publicly listed Company, the Company is subject to Listing Rules and other regulatory disclosure requirements which the Board abides by with the assistance of the Company Secretary and Corporate Broker. The effect of shareholder engagement has fed into each aspect of the Board’s decision- making. The total aggregate dividends for the year have increased compared to the prior year and the Board has also worked to keep expenses under control. Service Providers As an externally managed REIT, the Company conducts all its business through its service providers, the key ones being the Investment Adviser, Property Manager, Company Secretary, AIFM, depositary and corporate broker. Reputation of the Company and maintaining high standards of business conduct. Productive working relationships with the Company. Fair and transparent service agreements. Collaboration. Effective and consistent engagement both through formal Board meetings and regularly outside the meetings. Annual evaluation of key service providers. Culture set by the Board and communicated to all providers. Clear and effective strategic oversight and culture by the Board has been crucial to enhancing the effectiveness of the Company’s key service providers. The Board has worked closely with its service providers to maintain and continually improve processes and to ensure that the Company’s values are aligned with them. Tenants Tenants with strong business fundamentals and profitable operations are one of the key components to ensure a consistent income stream and ability to pay dividends to the Company’s shareholders. Positive working relationship with the Board, Investment Adviser and Property Manager. Rent reviews. Fair lease terms. Long-term strategy and alignment with the tenant’s business operations. Financial stability of tenants. To ensure the Investment Adviser and Property Manager generate and foster good relationships with our tenants. Focus on asset management initiatives to assist our tenants where applicable. There is regular contact between the Property Manager and all the Group’s tenants. Rent reviews have all been completed on time and collection of rent at 100% is indicative of good tenant relations. Section 172(1) Statement 22 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Stakeholder Issues of importance Engagement Effect of engagement on key decisions Debt provider The Board and the Investment Adviser maintain a positive working relationship with its current debt provider, Canada Life, and intends to continue this with the Group’s new debt provider, HSBC UK Bank plc. Compliance with loan covenants. Responsible portfolio management. Ongoing engagement by the Investment Adviser throughout the year and by the Board. In addition to the Board and the Investment Adviser’s engagement with the Company’s current lender, the Board has established a good relationship and communications with the Group’s new debt provider. Society and the environment As an investor in real estate, the Company’s assets have an impact on the built environment. Environmental, Social and Governance (‘ESG’) factors increasingly apply alongside of financial returns. Responsible investing together with sustainability. Long-term strategy to take account of ESG considerations without negatively impacting financial returns. Starting regular engagement with tenants in respect of EPC requirements. Ensuring shareholder engagement covers ESG. The Board has encouraged both the Investment Adviser and Property Manager to consider ESG on investment and on an ongoing basis. Dividend and Dividend Policy Given the Company’s Investment Objective, dividends are a key matter for the Board to consider and have a material impact on shareholders, as a key stakeholder. For the year ended 30 June 2025, the Board declared four interim dividends totalling 6.2pps (2024: 5.9pps), representing a 5.1% increase on the previous year. Subsequent to the year end, further to the securing of refinancing of the Group’s £41 million debt, the Board has announced a year ending 30 June 2026 target dividend of at least 5.6pps . This reflects the increased financing costs of the new debt, whilst being set at a level that meets the Group’s investment objective, and was declared following consultation with the Group’s major shareholders. As last year, the Board paid four interim dividends at quarterly intervals to provide shareholders with a consistent and timely income stream. However, this dividend policy means shareholders do not have the opportunity to vote on a final dividend. Consequently, the Board is once again inviting shareholders to vote on the Company’s dividend policy at the Annual General Meeting. Property Transactions In the year the Group acquired the Champneys Beauty School, part of the Champneys Tring Spa Resort in Wigginton, Tring for £2.5 million (net of acquisition costs to the Company). The price reflects a net initial yield of 6.5% and was acquired with a weighted unexpired lease term of 14.9 years. The acquisition reinvested the remaining proceeds from the Group’s last property disposal. Debt Refinancing The Board considered the Company’s financing and its available routes for refinancing its debt, with the Canada Life £41 million senior loan due to mature on 20 October 2025. In Q4 2025 the Board appointed Panmure Liberum as its debt adviser to assist with the refinancing. Subsequent to the year end the Board announced that it has secured £41 million of long-term debt facilities with HSBC UK Bank Plc. Details of the new debt facilities are contained in both the Chairman’s Statement and Note 20 to these financial statements. Principal decisions Principal decisions are those that have a material impact to the Group and its key stakeholders. In taking these decisions, the directors considered their duties under section 172 of the Act. This is a target and not a formal dividend forecast or a profit forecast Prime Life Care Home, Brough Alternative Income REIT PLC | Annual Report & Financial Statements 2025 23 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
The Group’s assets consist of UK commercial property. Its principal risks are therefore related to the commercial property market in general, but also to the particular circumstances of the individual properties and the tenants within the properties. The Board has overall responsibility for reviewing the effectiveness of the system of risk management and internal control which is operated by the AIFM and, where relevant, the Investment Adviser. The Group’s ongoing risk management process is designed to identify, evaluate and mitigate the risks the Group faces. The Board undertakes a semi-annual risk review with the assistance of the Audit Committee, to assess the adequacy and effectiveness of the AIFMs, and where relevant the Investment Adviser’s, risk management and internal control systems. The Board has carried out a robust assessment of the principal and emerging risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. An analysis of the principal risks and uncertainties is set out in the table below. This does not purport to be exhaustive as some risks are not yet known and some risks are currently not deemed material but could turn out to be material in the future. Risk matrix at 30 June 2025 R14, R17 R9, R10* R13 R1 R15 R6 R5 R7, R11 R3, R16 R4, R8, R12 R2 PROBABILITY IMPACT Low Low to moderate Moderate Moderate to high High Low Low to moderate Moderate Moderate to high High Residual Risk Rating (Post Controls) Principal Risks and Uncertainties * The probability for R10 moved downwards from Moderate to high to Low to moderate. 24 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Principal risks and their potential impact How risk is managed Risk assessment Real estate risks 1. Tenant default Failure by tenants to comply with their rental obligations could affect the income that the properties earn and the ability of the Group to pay dividends to its shareholders. Macroeconomic trends discussed through the report, including rising interest rates, higher inflation and the possibility of recession have the ability to materially impact on a tenant’s business. This could result in tenants being unable to comply with their rental obligations. The Group’s investment policy limits its exposure to any one tenant to 15% of Gross Asset Value. The maximum exposure to any one tenant (calculated by GAV) is 10.1% at 30 June 2025. The Group benefits from a balanced portfolio with a diversified tenant base and is therefore not reliant on a single tenant or sector. In the due diligence process prior to acquiring a property, covenant checks are carried out on tenants which are repeated on a regular basis. The Investment Adviser and Property Manager conduct ongoing monitoring and liaise with tenants to manage potential bad debt risk. Probability: Moderate to high Impact: High Movement: No change 2. Portfolio concentration Any downturn in the UK and its economy or regulatory changes in the UK could have a material adverse effect on the Group’s operations or financial condition. Greater concentration of investments in any sector or exposure to the creditworthiness of any one tenant or tenants may lead to greater volatility in the value of the Group’s investments, NAV and the Company’s share price. The Group has investment restrictions in place to invest and manage its assets with the objective of spreading and mitigating risk. Having a diversified portfolio in respect of both sector and tenants provides reduced potential volatility in the portfolio and the impact rating for this risk is accordingly set at low to moderate. Probability: Low to moderate Impact: Low to moderate Movement: No change 3. Property defects Due diligence may not identify all the risks and liabilities in respect of an acquisition (including any environmental, structural or operational defects) that may lead to a material adverse effect on the Group‘s profitability, the NAV and the Company’s share price. The Group’s due diligence relies on the work (such as legal reports on title, property valuations, environmental, building surveys) outsourced to third parties that have appropriate Professional Indemnity cover in place. Both the AIFM and Board review the report produced by the Investment Manager for each prospective acquisition and will challenge accordingly. Probability: Low to Moderate Impact: Moderate Movement: No change 4. Rate of inflation Rent review provisions may have contractual limits to the increases that may be made as a result of the rate of inflation. If inflation is in excess of such contractual limits, the Group may not be able to deliver targeted returns to shareholders. The inflation linked (RPI/CPI) leases in the portfolio have contractual rent review collars, with the lowest floor being 0%, and caps that range from 3% to no cap. The majority of caps are in excess of RPI and CPI forecasts during the next five-year rent review cycle. Specifically: - Majority of caps are 4.00% or above, including a number with no caps - RPI forecast for next five years of 2.9% - CPI forecast for next five years of 2.0% The risk of inflation is somewhat mitigated by the leases that have no cap. In addition, a total of eight leases undergo reviews annually which will allow inflation changes to be reflected expeditiously. Probability: Moderate Impact: Moderate Movement: No change 5. Property market Any recession or future deterioration in the property market could, inter alia, (i) lead to an increase in tenant defaults, (ii) make it difficult to attract new tenants for its properties, (iii) lead to a lack of finance available to the Group, (iv) cause the Group to realise its investments at lower valuations; and (v) delay the timings of the Group’s realisations. Any of these factors could have a material adverse effect on the ability of the Group to achieve its investment objective. The Group has investment restrictions in place to invest and manage its assets with the objective of spreading and mitigating risk. Most of the leases provide a relatively long unexpired term and contain upward only rent reviews which are linked to either RPI or CPI. Because of these factors, the Group expects that the assets will show less volatile valuation movement over the long term. Probability: Moderate to high Impact: Moderate to high Movement: No change Alternative Income REIT PLC | Annual Report & Financial Statements 2025 25 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Principal Risks and Uncertainties continued Principal risks and their potential impact How risk is managed Risk assessment 6. Property valuation Property is inherently difficult to value due to the individual nature of each property. There may be an adverse effect on the Group’s profitability, the NAV and the Company’s share price in cases where properties are sold whose valuations have previously been materially overstated. The Group uses an independent valuer (Knight Frank LLP) to value the properties on a quarterly basis at fair value in accordance with the accepted Royal Institution of Chartered Surveyors (‘RICS’) appraisal and valuation standards. Probability: Low to moderate Impact: Moderate to high Movement: No change 7. Investments are illiquid The Group invests in commercial properties. Such investments are illiquid; they may be difficult for the Group to sell and the price achieved on any realisation may be at a discount to the prevailing valuation of the relevant property. The Group aims to hold the properties for long-term income and all property investment/disinvestment is managed carefully to ensure there is no undue pressure on cash flow that would require a quick sale of assets. The Company’s dividend is funded from net revenue and is not affected by the portfolio’s (il)liquidity. Probability: Low Impact: Moderate Movement: No change 8. Environment The Group is subject to environmental regulations. In addition to regulatory risk, there is a growing importance being placed on ESG credentials by tenants, which could lead to difficulty in letting vacant space. Properties could be impacted by extreme environment events such as flooding. Climate change could accelerate more quickly leading to adverse physical impacts as well as regulatory change. Failure by the Group to meet current or future environmental targets could result in penalties, increased costs, a reduction in asset values and have an adverse effect on the Company’s reputation, leading to loss of good quality tenants. The current regulations require annual mandatory Green House Gas (‘GHG’) reporting, which will be carried out as part of the annual report and will result in minimal expenditure for the Group. Furthermore, the Investment Adviser has prepared an ESG strategy to ensure it meets legal requirements and remains attractive to current and future tenants. Please see the ‘Environmental, Social and Governance’ section for further information. In depth research is undertaken on each property at acquisition. The Investment Adviser has adopted an environmental policy which it is in the process of applying to all properties within the portfolio. Probability: Moderate Impact: Moderate Movement: No change Applegreen Petrol Station, Crawley 26 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Principal risks and their potential impact How risk is managed Risk assessment Borrowing risks 9. Breach of borrowing covenants The Group has a £41 million fixed rate loan facility, maturing 20 October 2025. Subsequent to the year end the Board has secured the refinancing of the Group’s debt facilities for a minimum of five years at a floating rate of SONIA plus a margin of 1.7%. The covenants for the current and new loan facilities are shown in Notes 18 and 20, respectively. Material adverse changes in valuations and net income, and material increases in interest rates, may lead to breaches in the LTV and interest cover ratio covenants. If the Group is unable to operate within its debt covenants, this could lead to default and the loan facility being recalled. This could result in the Group being forced to sell properties to repay the loan facility, possibly resulting in a substantial fall in the NAV. The Group monitors the borrowing covenants on a regular ongoing basis by cash flow forecasting, quarterly risk reports and a quarterly compliance certificate. The Group’s gearing at 30 June 2025 was 36.9%, materially below the default LTV maximum of 60%. On the same date the Group’s ICR was 592.4%, materially above the default ICR minimum of 250%. Borrowing is carefully monitored by the Group, and action will be taken to conserve cash where necessary to ensure that this risk is mitigated. It is ensured that there is significant headroom in the LTV and interest cover covenants as part of the monitoring process. Diversification of both the portfolio and tenants limit the risk to the Group of any one geographic or sector property event and any one tenant default. Probability: Low to moderate Impact: High Movement: No change 10. Inability to refinance the current loan facility The inability of the Group to obtain new borrowings – of the amount required at an aggregate finance cost and on acceptable terms – to refinance the current £41 million loan facility on 20 October 2025 will have a significant impact on the ability of the Group to generate rental income and thus returns to shareholders. The Board appointed Panmure Liberum an independent third-party debt specialist firm, to advise and facilitate the refinancing of the Company’s borrowing facility in Q4 2024. The Board has been working, in conjunction with its debt adviser, to refinance the Group’s existing debt. Subsequent to the year end, the Board has secured £41 million of long term debt facilities with HSBC. Details of the new debt facilities are contained in both the Chairman’s Statement and Note 20. Probability: Low to moderate Impact: High Movement: Probability has moved downwards from Moderate to High to Low to Moderate. Corporate risks 11. Failure of service providers The Group has no employees and is reliant upon the performance of third-party service providers. Failure by any service provider to carry out its obligations to the Group in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Group. Should the Group pursue litigation against service providers, there is a risk that the Company may incur costs that are irrecoverable if litigation is unsuccessful. The Board meets regularly with, and monitors, all of its key service providers, including the Investment Adviser. The MEC reviews annually the performance of key service providers in conjunction with their service level agreements, and makes use of Key Performance Indicators where relevant. In addition, the Audit Committee’s robust and ongoing review of risk management and internal controls covers key service providers. Probability: Low Impact: Moderate Movement: No change 12. Dependence on the Investment Adviser The future ability of the Group to successfully pursue its investment objective and investment policy may, among other things, depend on the ability of the service providers to retain its existing staff and/or to recruit individuals of similar experience and calibre, and effectively carry out its services. The Group relies on the Investment Adviser to manage the assets and termination of the Investment Adviser agreement could severely affect the Group’s ability to effectively manage its operations. The MEC performs a formal annual review of the Investment Adviser which covers the performance of the portfolio (both capital and income returns) and the performance of and engagement with the Martley Capital fund manager and other supporting staff. In addition, the Board meets regularly with Martley Capital and directors engage with them not only in Board meetings but also by email, telephone and ad hoc meetings. This helps to maintain a good working relationship. The dependence on Martley Capital is managed through segregating the roles of AIFM and Investment Adviser. Probability: Moderate Impact: Moderate Movement: No change This risk rating applies at 30 June 2025, prior to the successful refinancing of the Group Alternative Income REIT PLC | Annual Report & Financial Statements 2025 27 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Principal Risks and Uncertainties continued Principal risks and their potential impact How risk is managed Risk assessment 13. Ability to meet objectives The Group may not meet its investment objective to generate a secure and predictable income, that is sustainable in real terms, and at least maintain capital values in real terms, from investing predominantly in a portfolio of smaller commercial properties in the UK. Poor relative total return performance may lead to an adverse reputational impact that affects the Group’s ability to raise new capital and new funds. An inability to maintain attractive costs of financing following the refinance of the Company’s term loan which will impact the sustainability of rental returns and therefore the income available for distribution to shareholders, as set out in the Company’s investment objective. The Group has an investment policy to achieve a balanced portfolio with a diversified tenant base. This is reviewed by the Board at each scheduled Board meeting. The Group’s property portfolio has a WAULT to break of 15.6 years and a WAULT to expiry of 17.2 years. Further, over 92.3% of leases have inflation-linked upwards only rent reviews, representing a secure income stream on which to deliver attractive total returns to shareholders. The maturity of the Canada Life loan facility and its refinancing was a standing item on the Board agenda. Risk 10 addresses this in more detail. Probability: Moderate Impact: High Movement: No change Taxation risk 14. Group REIT status The Group has UK REIT status that provides a tax-efficient corporate structure. If the Group fails to remain a REIT for UK tax purposes, its profits and gains will be subject to UK corporation tax. The Company monitors REIT compliance through the Investment Adviser and Administrator on acquisitions and disposals and distribution levels; the Registrar and Broker on shareholdings; and third-party tax advisers to monitor REIT compliance requirements. Processes are in place to ensure ongoing compliance with REIT regulations. Probability: Low Impact: High Movement: No change Political/economic risk 15. Political and macroeconomic events Such events present risks to the real estate and financial markets that affect the Group and the business of our tenants. The negative economic effects from the deterioration of the global economy, higher inflation and interest rates and the ongoing long-term effects of various armed conflicts could impact the portfolio, tenants and the ability of the Group to raise capital. The Group only invests in UK properties with strong alternative use values and long leases, so the portfolio is well positioned to withstand an economic downturn. Tenant default risk arising from political and macroeconomic events is managed as described above. The Investment Adviser monitors both the macro and micro economy with special attention to those factors potentially impacting the Group, and reports to the Board on a regular basis. Probability: High Impact: High Movement: No change Regulatory risk 16. Disclosure risk Failure to properly disclose information to investors or regulators in accordance with various disclosure rules and regulations. Examples include AIFMD investor disclosures, annual reporting requirements, marketing/promotion disclaimers, data protection regulations etc. Service providers including AIFM, Investment Adviser, Company Secretary and corporate broker monitor disclosure obligations and liaise with the Board to ensure requirements are met. Probability: Low to moderate Impact: Moderate Movement: No change 17. Regulatory change New regulations or changes to existing regulations (particularly in relation to climate change) could result in sub-optimal performance of the Group or, in worst case, inability to continue as a viable business. The Board receives regular updates on relevant regulatory changes (and prospective changes) from its professional advisers. The Investment Adviser monitors the impact of emerging legislation across all aspects of property investment and ESG has a particularly high profile at this time. The Investment Adviser uses an ESG pre-acquisition checklist to review purchases and also to ensure that the current portfolio is monitored, and that works are carried out as appropriate, with tenant’s agreement, to prevent asset depreciation. Probability: Low Impact: High Movement: No change Emerging risks The Board takes account of and considers emerging risks as part of its risk management assessment. 28 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
YMCA Nursery, Southampton Virgin Active, London Alternative Income REIT PLC | Annual Report & Financial Statements 2025 29 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Going Concern The Group has considered its cash flows, financial position, liquidity position and borrowing facilities. In particular, the Group’s unrestricted cash balance at the year end was £3.1 million (2024: £3.3 million). The Group has no capital commitments or contingent liabilities. However, the Group has borrowings of £41 million under a loan facility repayable on 20 October 2025 (the ‘Loan’). The Board has been working, in conjunction with its debt advisers, to refinance the Group’s existing borrowings and subsequent to the year end the Board announced that it has secured long term debt facilities with HSBC (the ‘New HSBC Bank Facilities’). The New HSBC Bank Facilities consist of both a fixed term loan of £31 million and a £10 million revolving credit facility, both on floating rates and on a fixed term of five years with an option to extend by two years if mutually acceptable. Details of the new debt facilities are contained in both the Chairman’s Statement and Note 20 to these financial statements. The latter includes covenant details, all of which will be carefully monitored in accordance with the Group’s risk management procedures and policies. In respect of the Loan, the Group is permitted to utilise up to 40% of GAV measured at drawdown with a Loan to GAV of 36.9% at 30 June 2025. Therefore, the Group had headroom against its borrowing covenant. The lender’s loan to value covenant of 60% is significantly higher than the Group’s Loan to GAV. In addition, if agreed by the current lender, two properties not secured against the Loan and valued at £8.65 million are available as additional security for the Loan. The Loan also has a lender’s interest cover covenant of 250%. At 30 June 2025 the Group’s interest cover ratio was 592.4%, giving significant headroom. A ‘severe but plausible downside’ scenario has been projected. While rent collections have been strong, this scenario projects rent deferrals and write-offs for tenants with difficulty paying rents from operational cash flows. In this scenario the Group still has adequate headroom against the interest cover covenant and positive cash balances. Further detail of the assumptions made in assessing the adoption of Group’s going concern basis can be found in Note 2.4. The Group benefits from a secure, diversified income stream from leases which are not overly reliant on any one tenant or sector, with the Group generating net cash flows from operating activities for the year being reported of £9.0 million. As a result, the directors believe that the Group is well placed to manage its financing and other business risks. The going concern statement is based on the reporting requirement that the Group and the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of these financial statements. For the reasons explained above, the Board is satisfied that the Group and the Company has adequate resources to continue in operational existence for the foreseeable future and is of the opinion that the going concern basis adopted in the preparation of the financial statements is appropriate. Viability Statement In accordance with provision 30 of the UK Code, the Board has assessed the prospects of the Group for at least the 12-month period from the date the financial statements are approved as required by the ‘Going Concern’ provisions. The Board has considered the nature of the Group’s assets and liabilities and associated cash flows and has determined that three years, from the balance sheet date up to 30 June 2028, is an appropriate and realistic timescale over which the performance of the Group can be forecast with a degree of accuracy. Even though the Group’s contractual income extends beyond three years, the Board considers this period (the ‘Period’) to be appropriate, given: A major proportion of the leases contain an annual, three-or-five-year rent review pattern and therefore three years allow for the forecasts to include the reversion arising from most rent reviews; It is the period over which the Group’s medium-term business plan and cash flows are based; and It is often factors beyond the Board’s control, such as market uncertainty and unknown tenant issues, that reduce the reliability of forecasting over a longer period. In performing its viability review, the Board considers the Group’s cash flows (noting that the Group’s property portfolio had a WAULT to break of 15.6 years and a WAULT to expiry of 17.2 years at 30 June 2025, representing a secure income stream for the Period), future dividends and dividend cover, REIT compliance and relevant key financial ratios over the Period. The Board carried out a thorough review of the Group’s business model, including future performance, liquidity and banking covenant tests for the Period and with various debt finance cost scenarios based on refinancing the £41 million debt (see below) in full at its maturity. The Board has assessed the extent of any operational disruption; potential curtailment of rental receipts; potential liquidity and working capital shortfalls; and diminished demand for the Group’s assets going forward, in adopting a going concern preparation basis and in assessing the Group’s longer-term viability. These assessments are subject to sensitivity analysis, which involves flexing a number of key assumptions and judgements included in the financial projections: Tenant default; Dividend payments; Financing and refinancing; and Property portfolio valuation movements. Going Concern and Viability Statement 30 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
The Group’s debt: The Group has borrowings of £41 million under a loan facility repayable on 20 October 2025 (the ‘Loan’). Subsequent to the year end the Board announced that it has secured long-term debt facilities with HSBC. The New HSBC Bank Facilities consist of both a fixed term loan of £31 million and a £10 million revolving credit facility, both on floating rates and on a fixed term of five years with an option to extend by two years if mutually acceptable. Details of the New HSBC Bank Facilities are contained in both the Chairman’s Statement and Note 20 to these financial statements. Specifically with respect to viability and the Group’s debt: the Loan covenants – at 30 June 2025, the asset valuations and rental income of the properties secured to Canada Life would need to fall by 16.9% and 40.8%, respectively, before breaching the Loan to Value and Income Cover Cash Trap covenants; and the cash flow modelling has taken account of the New HSBC Bank Facilities and its covenants, and future interest rate projections (assuming interest rate hedging is not put in place). The Group is in compliance with the New HSBC Bank Facilities covenants throughout the cash flow period to 30 June 2028. Based on the prudent assumptions within the Group’s forecasts including the rent deferrals, tenant default, void rates, property valuation movements and the successful refinancing of the debt, the Board has a reasonable expectation that for the Period: all current and future loan covenants will be complied with throughout the Period; REIT tests will similarly be complied with; and the Group and the Company will be able to continue in operation and meet its liabilities as they fall due over the Period. Board Approval of the Strategic Report The Strategic Report has been approved and signed on behalf of the Board by: Simon Bennett Chairman 3 October 2025 Meridian Steel, Dudley Alternative Income REIT PLC | Annual Report & Financial Statements 2025 31 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
33 Board of Directors 34 Corporate Governance 38 Report of the Audit Committee 40 Report of the Management Engagement Committee 41 Annual Statement on Directors’ Remuneration 42 Remuneration Policy 43 Directors’ Remuneration Report 46 Directors’ Report 48 Information Disclosures under the AIFM Directive (‘AIFMD’) 49 Statement of Directors’ Responsibilities 50 Independent Auditor’s Report Corporate Governance 32 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Board of Directors Simon Bennett Independent non-executive chairman Appointed director on 10 November 2022 and chairman on 30 November 2022 Simon is a chartered accountant with extensive experience of providing strategic, financial and other advice to growing companies. He has worked for a number of the world’s largest banks and has wide-ranging experience of both the international debt and equity markets. He was Head of Corporate Finance and Head of mid and small caps teams at Credit Lyonnais Securities (now Credit Agricole), as well as head of Corporate Broking at Fairfax IS plc and Sanlam Securities. Simon is the principal partner of Incremental Capital LLP, which he founded in 2004 to provide corporate finance advice to mid and small cap and growing companies. The Board considers that Simon Bennett brings a wide-ranging set of skills and experience to the Board, in particular experience as a non-executive director and chairman as well as investment and capital market knowledge. Stephanie Eastment Independent non-executive director Appointed director and audit committee chair on 1 October 2021 Stephanie is an independent non- executive director and senior independent director of Murray Income Trust plc, an independent non-executive audit chair of Herald Investment Trust plc and Impax Environmental Markets plc, and an independent non-executive director of RBS Collective Investments Funds Limited. She is a Fellow of the Institute of Chartered Accountants in England and Wales, a Fellow of The Chartered Governance Institute and a member of the Technical Committee of the Association of Investment Companies. Stephanie has worked in financial services for over 35 years, and started her career at KPMG before working at UBS and then Invesco Asset Management for 22 years. The Board considers that Stephanie Eastment brings considerable investment company and risk/audit expertise and knowledge to the Board, especially in her role as audit committee chair. Adam Smith Non-executive director Appointed director on 8 March 2021 Adam is a Chartered Surveyor and currently serves on the board of Glenstone REIT plc, a real estate investment trust listed on the International Stock Exchange in Guernsey. With over 20 years of experience in real estate investment, management and strategy, Adam brings a wealth of knowledge to the table. Previously, Adam was the Managing Director of the London and Surrey Group of companies, which were later acquired by Glenstone. Before that, he worked as an investment agent with Edwin Hill, now part of the Altus Group. The Board considers that Adam Smith brings extensive property knowledge to the Board and has been extremely able in his role on both the Board and as chair of the management engagement committee. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 33 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
This Corporate Governance Statement comprises pages 34 to 37 and forms part of the Directors’ Report. Statement of compliance During the year, the Board has considered the principles and provisions of the UK Corporate Governance Code (‘UK Code’), issued by the Financial Reporting Council in July 2018. The UK Code can be viewed at: https://www.frc.org.uk/directors/corporate-governance-and- stewardship/uk-corporate-governance-code. The Board acknowledges the changes made to the UK Code in January 2024 which applies to financial years beginning on or after 1 January 2025. The Company will therefore first report against the revised code in its annual report for the year ending 30 June 2026. The Board considers that throughout the year it has complied with the principles and provisions of the UK Code, except for those provisions, relating to: - the role and responsibility of the chief executive; - the role of the senior independent director; - the establishment of a Nomination Committee and Remuneration Committee; and - the chair not being part of the Audit Committee. The Board considers that those provisions are not relevant to the Company, being an externally managed investment company. All of the Group’s day-to-day management and administrative functions are outsourced to third parties and as a result, the Company has no executive directors, employees or internal operations. In addition, given the Board has only three directors, the Board believes it is both better governance and practically for the Board to cover the role of the Nomination Committee and Remuneration Committee, and for the chair to be a member of the Audit Committee. Responsibilities The Board is collectively responsible for the long-term success of the Group. It provides overall leadership, sets the strategic aims of the Group and ensures that the necessary resources are in place for the Group to meet its objectives and fulfil its obligations to shareholders within a framework of high standards of corporate governance and effective internal controls. The directors are responsible for the determination of the Group’s investment policy and investment strategy and have overall responsibility for the Group’s activities, including the review of investment activity and performance. The Board is also responsible for the control and supervision of the AIFM and Investment Adviser. The Board ensures the maintenance of a sound system of internal controls and risk management and reviews the overall effectiveness of systems in place. They are responsible for approval of any changes to the capital, corporate and/or management structure of the Group. The Board does not routinely involve itself in day-to-day business decisions, but there is a formal schedule of matters that require the Board’s specific approval, as set out below, as well as those which can be delegated to the Board committees and the AIFM. The Board retains responsibility for all such delegated matters. The AIFM is responsible for portfolio management, risk management and approval of property and net asset valuations of the Group pursuant to AIFM Directive, (the ‘AIFMD’) The directors have adopted a formal schedule of matters reserved for decision by the Board. These include the following: 1. Establishing and monitoring the Company’s business strategy; 2. Oversight of the Group’s operations; 3. Appointment and removal of the Company’s key service providers; 4. Alterations to the Company’s capital or corporate structure; 5. Approval of half-yearly and annual report and accounts and declaration of dividends; 6. Ensuring the maintenance of a sound system of risk management and internal controls; 7. Oversight of AIFM functions; 8. Oversight of contracts not in the ordinary course of business; 9. Raising of new capital and major financing facilities; 10. Determining the remuneration of the directors, subject to the articles of association and shareholder approval as appropriate; 11. Approval of all policies, and specific risk management policies including insurance, borrowing limits and corporate security; 12. Board appointments and removals; and 13. Any decision likely to have a material impact on the Company or Group. Composition & Independence The Board consists of three non-executive directors including the chairman. Simon Bennett and Stephanie Eastment were considered independent on and since their appointment and this remains so today. The Board has considered and determined that Adam Smith is not an independent director on and since his appointment, as he is a director of Glenstone Property plc, one of the Company’s largest shareholders, which the Board has considered to be a circumstance that impairs his independence in accordance with provision 10 of the UK Code. All directors are independent of the AIFM and Investment Adviser. The directors’ other principal commitments are listed on page 33. During the year, the Board was satisfied that all directors were able to commit sufficient time to discharge their responsibilities effectively having given due consideration to their other commitments. The directors were advised on appointment of the expected time required to fulfil their roles and have confirmed that they remain able to make that commitment. All changes in any director’s commitments outside the Group are required to be disclosed and approved prior to the acceptance of any such appointment. Corporate Governance 34 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Chairman The chairman leads the Board and is responsible for its overall effectiveness in directing the Company. He promotes a culture of openness and debate and facilitates constructive Board relations and the effective contribution of all directors. In liaison with the Company Secretary, he ensures that the directors receive accurate, timely and clear information. He demonstrates an objective judgement and promotes a culture of openness and constructive debate to ensure the effective contribution of all directors, and facilitates a supportive, co-operative and open environment between the AIFM and Investment Adviser and the directors. He is also responsible for ensuring that the views of shareholders are communicated to the Board as a whole. The chairman is deemed by his fellow Board members to be independent in character and judgement and free of any conflicts of interest. The chairman has no significant commitments other than those disclosed in his biography on page 33. Given the size of the Board and the Group, it is not considered necessary to appoint a senior independent director. Board meetings The Group has four scheduled Board meetings each year with additional meetings arranged as necessary. In addition, the directors meet frequently outside of scheduled Board meetings. At each Board meeting, the directors follow a formal agenda which is set by the chairman, and the Board papers are circulated in advance by the Company Secretary to ensure that the directors receive accurate, clear and timely information to help them discharge their duties. The Board is provided with financial information, together with briefing notes and papers in relation to changes in the Group’s economic and financial environment, statutory and regulatory changes and corporate governance best practice. A description of the Group’s risk management and internal control systems is set out on page 37. The Group’s main functions are delegated to a number of service providers, each engaged under separate contracts. The management of the Group’s portfolio is delegated to the AIFM which, together with the Investment Adviser, manages the assets in accordance with the Group’s objectives and policies. The management arrangements can be found on page 47. At each Board meeting, representatives from the AIFM and Investment Adviser attend to present reports to the directors covering the Group’s current and future activities, portfolio of assets and its investment performance over the preceding period. Board committees The Company has two committees, the Audit Committee and the Management Engagement Committee (‘MEC’). Given the structure and size of the Board, the Board does not consider it necessary to appoint a separate Nomination or Remuneration Committee. The Committees’ delegated responsibilities are clearly defined in formal terms of reference, which are available on the Company’s website. Further details about the Audit Committee and MEC can be found on pages 38 to 40. Meeting attendance Board meetings are held quarterly, together with scheduled quarterly NAV and dividend declaration meetings. Additional ad hoc Board meetings are also held for items such as property transactions, and strategic and refinancing discussions; the latter being increasingly frequent during the second half of the year being reported on, and into the new financial reporting year. During the year ended 30 June 2025, the number of scheduled meetings, including committee meetings, and each director’s attendance were as follows. Director’s eligibility to attend the relevant meetings is shown in brackets. Director Board Meeting Audit Committee MEC Simon Bennett 8 [8] 2 [2] 1 [1] Stephanie Eastment 8 [8] 2 [2] 1 [1] Adam Smith 8 [8] 2 [2] 1 [1] Performance evaluation and director independence The Board has established a review process for the annual evaluation of the performance of the Board, and its committees, as well as the individual directors. This process is led by the chairman. The other directors, led by the audit chair, carry out the performance evaluation of the chairman. The process was conducted through the completion of questionnaires tailored to suit the nature and needs of the Company, with results collated and summarised by the company secretary. The appraisal process is considered by the Board to be constructive in terms of identifying areas for improving the functioning and performance of the Board and its Committees and the contribution of individual Directors, as well as building on and developing individual and collective strengths. Board and committee composition, dynamics and expertise, investment strategy, priorities for change and quality of third party relationships were also addressed in the questionnaires, There were no significant actions arising from the evaluation process. Following the conclusion of the evaluation, the Chairman is pleased to confirm that each of the Directors continues to be effective and to demonstrate commitment to the role (including time for Board and Committee meetings and any other duties). The audit committee chair is pleased to confirm that, following evaluation, the Chairman also continues to be effective and to demonstrate commitment to the role (including time for Board and Committee meetings and any other duties). The Board does not consider the use of external consultants to conduct this evaluation is likely to provide any meaningful advantage over the process that the Board has already adopted and would incur an unnecessary expense. However, the Board will assess the merits of engaging with an external evaluation provider on an ongoing basis. The independence of the directors was reviewed as part of the annual evaluation process. The Board consists of three non-executive directors, two of which are considered independent. Adam Smith is not considered to be independent as he is a director of Glenstone Property plc, one of the Company’s largest shareholders. Director induction, training and development The Company has established a robust induction process for new directors that covers the Group’s investment activities, the role and responsibilities of a director and guidance on corporate governance and applicable regulatory and legislative landscape. New appointees also have the opportunity of meeting with the other directors and relevant persons of the Investment Adviser, AIFM and Company Secretary. The directors’ training and development was assessed as part of the annual effectiveness evaluation and the chairman regularly reviews and discusses the development needs with each director. Each director is fully aware that they should take responsibility for their own individual development needs and take the necessary steps to ensure they are wholly informed of regulatory and business developments. During the year, the directors received periodic guidance on regulatory and compliance updates from the Company’s professional advisers. Succession planning and Board diversity The Board as a whole has given full consideration to succession planning as part of the Board’s formal annual evaluation to ensure progressive refreshing of the Board, taking into account the challenges and opportunities facing the Board and the balance of skills and expertise now and that may be required in the future. The Board recognises the benefits of a diverse board, being from a variety of factors including balance of skills, knowledge, experience, gender, ethnicity, cognitive and personal strengths and weaknesses. The Board considers that it has an appropriate balance of skills and experience. The Board considers that, collectively, it has substantial recent and relevant experience of the property sector, investment trusts and financial and public company management. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 35 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Tenure policy The Board has adopted a policy whereby all directors will stand for re- election (or election if appointed in the year) at each AGM. In addition, the directors, including the chairman, will not stand for re-election as a director of the Company later than the AGM following the ninth anniversary of their appointment to the Board, unless in relation to exceptional circumstances. Board’s diversity policy and diversity information Diversity policy At the year end, the Board was comprised of three non-executive directors, two male and one female, who in aggregate have the appropriate balance of skills and experience to meet the future opportunities and challenges facing the Group. The Board reviews its composition and effectiveness as part of the annual Board performance evaluation process and the Board’s succession planning. Diversity information The Board is supportive of the UK Listing Rules diversity targets for listed companies and the following table sets out the gender and ethnic diversity of the Board at 30 June 2025, in accordance with the UKLR 6.6.6R(9) and (10) and 14.3.30R. As part of this process, the Board resolved that the Company’s year-end date be the most appropriate date for disclosure purposes and confirms that the information in the table was provided individually by each director. Gender Diversity Number of Board members Percentage of the Board Number of senior positions on the Board Men 2 67% 1 Women 1 33% Not specified/ prefer not to say Ethnic Diversity Number of Board members Percentage of the Board Number of senior positions on the Board White British or other White (including minority white groups) 3 100% 1 Not specified/ prefer not to say The Board is aware of the Hampton Alexander Review on board gender diversity, the Parker Review on ethnic diversity and the requirements of the FCA’s policy statement on diversity and inclusion on company boards and executive management. Although supportive of the UK Listing Rules which set out targets for board diversity, as a Company with only three directors it has not been possible, and may continue to not be possible, for the Board to be able to meet the three targets set by the UKLR 6.6.6R(9) as the Board will always appoint the best person for the job. Explanation of this non-compliance, and how the Board may be able to address long term, are set out in the table below. Requirement Explanation At least 40% of the individuals on its board of directors are women The Board comprises three directors, one of whom is female, meaning that it has 33% female representation rather than the targeted 40%. The Board do not believe that at this time it would be in the best interests of the Company to incur the additional expense of appointing a fourth director, as the Board has an appropriate mix of skills, knowledge and experience. At least one of the following senior positions on its board of directors is held by a woman: - The Chair - The Chief Executive Officer - The Senior Independent Director (‘SID’) - The Chief Financial Officer For the reasons explained earlier, the Company does not have a SID. As an externally managed REIT, the Company does not have a chief executive officer or chief financial officer and therefore, as allowed by the rules, the Company does not need to report against this target as it is not applicable. However, the Board considers the audit chair is a senior position. As a result, the only FCA-recognised senior position is the chair, which is held by a male. Whereas the Board believes the Company has two senior positions with one held by a male and one held by a female – the latter thus meeting the spirit of the target. A minimum of one board member is from a minority ethnic background The size of the Board, and also the Company, make meeting this target challenging. The Company has committed to ensuring suitable candidates form part of shortlists, albeit final selection will be based on merit considering many factors, including the balance of skills, knowledge, experience, gender, ethnicity, cognitive and personal strengths to ensure the best overall candidate for the role. However, the Board will ensure that active steps are taken to search for and attract ethnically diverse candidates whenever it recruits. Re-election and election of directors As part of the performance evaluation, the Board concluded that each of the directors provide a valuable contribution to the Company and its long-term sustainable success. The rationale for their re-election can be found on page 33 of this report. In accordance with the UK Code, all directors will submit themselves for election or re-election on an annual basis. Therefore, Simon Bennett, Stephanie Eastment and Adam Smith will each be standing for re- election at the Company’s forthcoming AGM. Directors’ conflicts of interest It is the responsibility of each individual director to avoid an unauthorised conflict of interest arising. A director must request authorisation from the Board as soon as they become aware of the possibility of an interest that conflicts, or might possibly conflict, with the interests of the Group. The Company’s Articles of Association (the ‘Articles’) allow the Board to authorise such potential conflicts, and there is a procedure in place to deal with any actual, or potential, conflicts of interest. Where the conflict arises due to an appointment, the Board deals with each appointment on its individual merit and takes into consideration all relevant circumstances. A register of conflicts is maintained by the Company Secretary and is reviewed at Board meetings to ensure that any authorised conflicts remain appropriate. The directors are required to confirm at these meetings whether there has been any change to their position. Corporate Governance continued 36 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Relations with shareholders Communication with shareholders is given high priority by both the Board and the Investment Adviser. The chairman and the Company’s broker have been in regular contact with major shareholders and report the results of meetings and the views of those shareholders to the Board on a regular basis. In addition, the Company communicates with its shareholders through the Annual and Interim Reports, quarterly trading updates, and at the Company’s AGM at which shareholders are given the opportunity to ask questions of the Board and representatives of the Investment Adviser. The Chairman ensures that the Board as a whole has a clear understanding of the views of shareholders by receiving regular updates from the Company’s broker, which are tabled at the Company’s board meetings. Any shareholder wishing to contact the Company should address their query to the chairman and/or the Company Secretary at the registered office address on page 89. Risk management and internal controls The Board is responsible for the risk management and internal controls of the Group including their completeness and effectiveness, and the reliability of the financial reporting process. The risk management framework established by the Board has been designed to identify, evaluate and mitigate risks faced by the Group, including emerging risks, on an ongoing basis. In designing the framework, the Board considered the guidance supplied by the FRC on risk management, internal control and related finance and business reporting. The framework, including its key procedures established with a view to providing effective financial control, was in place both during the year under review and at the date of this report. The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made, and which is issued for publication, is reliable, and that the assets of the Group are safeguarded. Risk management and internal controls are designed to manage rather than eliminate the risk of failure to achieve the Group’s objectives. It should be recognised that such systems can only provide reasonable, not absolute, assurance against material misstatement or loss. The Board has carried out a review of the effectiveness of the risk management and internal controls as they have operated throughout the year and up to the date of approval of the Annual Report and Financial Statements. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified. Robust risk assessments and reviews of internal controls are undertaken regularly in the context of the Group’s overall investment objective. In arriving at its judgement of what risks the Group faces, the Board, through the Audit Committee (the ‘Committee’), has considered the Group’s operations in light of the following factors: 1. the nature and extent of risks which it regards as acceptable for the Group to bear within its overall business objective; 2. the threat of such risks becoming reality; 3. the Group’s ability to mitigate the probability and impact of risks on its performance; and 4. the extent to which third parties operate the relevant controls and to what extent reliance can be placed on this. The Group and Company’s risk register sets out the risks relevant to the Group and describes, where relevant, the internal controls that are in place at the Investment Adviser, AIFM and other third-party service providers to mitigate these risks. The risk register identifies the Group’s risks, the controls in place to mitigate those risks and how these are monitored. Risks are assessed based on the likelihood of occurrence, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate. The Committee formally reviews the risk register, and the risk heat map and top risks that this generates, on a semi-annual basis. The Committee also undertakes a top-down review of risks and ensures that the risks identified by this align with the top risks identified by the risk matrix bottom-up approach. The Board meets quarterly with Langham Hall as the Company’s AIFM and Depositary. Both report on any significant issues that have been identified in the period and will escalate issues and report to the Board outside of these meetings on an ad hoc basis to the extent that this is required. For the year being reported, no issues arose which required escalation. The Depositary works with Investment Adviser to undertake its responsibilities regarding cash monitoring, asset verification and general oversight. This includes review of all key event activity by the Group, such as property transactions, and dividend and major expense payments. The AIFM’s monitoring of the Investment Adviser includes: quarterly meetings with the Investment Manager; review of management accounts, valuations of the assets and loan compliance; asset verification; and key event activity. The Investment Adviser in its role as Administrator provides management accounts to the Board, which enables the Board to assess the financial position of the Company. Additional ad hoc reports are received as required and directors have access at all times to the advice of the Company Secretary, which is responsible to the Board for ensuring that Board procedures are followed. Most functions for the day-to-day management of the Group are sub- contracted and therefore the Company does not have its own internal audit function. The Board obtains assurances and information from key third-party service providers regarding the internal systems and controls operated in their respective organisations. In addition, third parties are requested to provide a copy of their report on internal controls each year, which are reviewed by the Committee. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 37 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Committee membership The Audit Committee comprises Stephanie Eastment as chair, Simon Bennett and Adam Smith. The Audit Committee met twice during the year under review. Stephanie Eastment has recent and relevant financial experience. The Board is satisfied that the combined knowledge and experience of its members is such that the Committee as a whole has competence relevant to the sector in which the Company operates. As the Chair of the Board was independent on appointment and given the small size of the Board, it is considered appropriate for the Chair of the Board to be a member of the Audit Committee. Role of the Committee The Committee assists the Board in discharging its responsibilities with regard to financial reporting, external audit and internal controls, including: 1. monitoring the integrity of the financial statements of the Group, including its annual and half-yearly reports and reviewing significant financial reporting issues and the judgements which they contain; 2. reviewing the Group’s accounting policies; 3. keeping under review the adequacy and effectiveness of the Group’s risk management and internal control systems and reviewing and approving the statements to be included in the annual report concerning risk management and internal controls, going concern and annual viability statement; 4. making recommendations to the Board in relation to the appointment/re-appointment or removal of the auditor and approving its remuneration and terms of engagement; 5. reviewing and monitoring the auditor’s independence, objectivity and effectiveness; and 6. approving any non-audit services to be provided by the auditor and monitoring the level of fees payable in that respect. Performance Evaluation Refer to page 35 of the Corporate Governance section detailing how the review of the Committee’s performance has been conducted, and the results of such evaluation. Activities The Committee meets at least twice a year to consider the annual report and half-year report and any other matters as specified under its terms of reference. During the year and up to the date of this report, the Committee has: reviewed the annual report and advised the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy; reviewed the performance and effectiveness, objectiveness and independence of the auditor and considered its re-appointment and remuneration; reviewed the non-audit services policy; reviewed the risk management and internal controls systems on which the Company is reliant, including those of its key third-party service providers; reviewed the Committee’s terms of reference which are available on the Company’s website; and considered the need for the Company to have its own internal audit function. In addition to the above, at the Company’s annual and interim reporting stages the Committee reviewed the Company’s risk management and internal controls, including the Company’s risk register, heat risk map, and top risks schedule. The Committee also conducted a top-down review of risks to ensure that these aligned with the top risks identified by the risk management system’s bottom-up approach. The audit chair also held several discussions with the Investment Adviser during the year, and with the Investment Adviser and auditor during the course of the audit. Additionally, the Committee held in depth discussions with the Investment Adviser and auditor in relation to transitional arrangements and the migration of the Company’s data following the change of Investment Adviser to Martley Capital. Significant issues considered by the Committee Valuation The Committee determined that a key area of consideration in relation to the Consolidated Financial Statements of the Group was the valuation of the investment properties, as it is fundamental to the Group’s statement of financial position and audited results. The 20 properties in the portfolio at the year-end were externally valued by qualified independent valuers (using the internationally accepted Royal Institution of Chartered Surveyors (‘RICS’) Valuation – Professional Standards) and whilst comparable market transactions provide valuation evidence, there are assumptions which involve significant levels of judgement. The Committee considered the valuations, and these were also discussed with the AIFM, Investment Adviser and auditor during the audit of the financial statements. Details of the valuation methodology are contained in Note 10 to the Consolidated Financial Statements. Measurement of Investment in subsidiary undertakings The Committee considered the comparison of the carrying value of its investment in subsidiary undertakings with the net assets of the subsidiary’s balance sheet, to identify whether the net assets exceeded the carrying amount which would be an indicator of impairment in the carrying value of the subsidiary. The auditor was satisfied that the measurement of the investment in the subsidiary undertaking was free from material misstatement. Data Migration On 15 March 2024 the Company changed its Investment Adviser from M7 Real Estate Limited to Martley Capital Real Estate Investment Management Ltd. As part of the transition, the Company’s accounting records and associated data were migrated in the current financial year to the new adviser’s systems. The detailed transition plan and process was reviewed by the Committee prior to transition with a post transition review by the Group’s external auditor, Moore Kingston Smith LLP (‘MKS’). MKS has confirmed that no significant issues were identified in its review. Report of the Audit Committee 38 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Risk management and internal controls The Committee carefully considers the internal control systems by monitoring the services and controls of its third-party service providers. Details of the Group’s risk management and internal controls are detailed on page 37. This details the Committee’s work in the year, including bi-annual reviews of the Company’s risk management and internal controls, review of the reports it receives on internal control and compliance from the Investment Adviser and the Group’s other major service providers. No significant matters of concern were identified. Internal audit The Committee continues to believe that the compliance and internal controls systems and the internal audit function in place within the Investment Adviser, AIFM and Depositary provide sufficient assurance that a sound system of internal control, which safeguards shareholders’ investment and the Company’s assets, is maintained. An internal audit function, specific to the Group is therefore considered unnecessary. Going concern and long-term viability of the Group The Committee considered the Group’s financial requirements for the next 12 months from the date of signing of the financial statements and concluded that it has sufficient resources to meet its commitments. Consequently, the financial statements have been prepared on a going concern basis. The Committee also considered the longer-term viability statement within the Annual Report for the year ended 30 June 2025, covering a three-year period, and the underlying factors and assumptions which contributed to the Committee deciding that this was an appropriate length of time to consider the Group’s long-term viability. The Group’s viability statement can be found on pages 30 to 31. Fair, balanced and understandable statement The Board asked the Committee to advise on whether it considers that the Company’s annual report and accounts, taken as a whole, is fair, balanced and understandable, as required under the UK Code. The production of the Company’s annual report is a comprehensive process, with input from a range of contributors. The Committee considers the control framework in place (including verification processes), the detailed reviews undertaken at various stages of the production process by the Investment Adviser, the AIFM, the Depositary and the company secretary, combined with the controls in place to ensure completeness and accuracy of the Group’s financial records and the security of the Group’s assets. As a result of the work outlined above, the Committee has reviewed the annual report and has concluded (and reported to the Board) that it is satisfied that the annual report taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Independence and objectivity of the auditor It is the Committee’s responsibility to monitor the performance, objectivity and independence of the auditor and this is evaluated by the Committee each year. The Company’s external auditor is Moore Kingston Smith LLP (‘MKS’). In evaluating MKS’s performance, the Committee examines five main criteria – robustness of the audit process, independence and objectivity, quality of delivery, quality of people and service, and value-added advice. Having carried out a review the Committee is satisfied with the auditor’s performance and that as the auditor did not carry out non-audit services the objectivity and independence of the auditor was not compromised. External audit process The Committee meets at least twice a year with the auditor, once at the planning stage before the audit and again after the audit at the reporting stage. The auditor provides a planning report in advance of the annual audit, and a report on the annual audit. The Committee has an opportunity to question and challenge the auditor in respect of both of these reports. In addition, at least once a year, the Committee has an opportunity to discuss any aspect of the auditor’s work with the auditor in the absence of the AIFM and Investment Adviser and other service providers. After the annual audit, the Committee will review the audit process and consider its effectiveness. Appointment of the auditor Following a review of its independence and objectivity, the Committee has recommended to the Board that re-appointment of MKS as the Company’s auditor be proposed to shareholders at the forthcoming AGM. MKS has expressed its willingness to continue as the Company’s auditor. MKS was first appointed as the Group’s external auditor on 23 June 2021, following a competitive tender process. Jonathan Sutcliffe currently serves as the audit partner and as this is his fifth year conducting the Company’s audit, he will be rotated off the engagement for the next financial year. In accordance with FRC guidance in relation to the statutory audits of listed companies. It is intended that the external audit will be put out to tender with the latest time being during the 2030 financial year. Audit fees and non-audit services The Committee has sole responsibility for agreeing the audit fee. An analysis of audit fees is set out below: Audit fees Year ended 30 June 2025 £’000 Year ended 30 June 2024 £’000 Statutory audit of Annual Report and Accounts (current year) 84 73 Statutory audit of Subsidiary Accounts 13 12 Statutory audit of Annual Report and Accounts (additional fee on data migration) 7 104 85 The Committee has a policy on the engagement of the auditor to supply non-audit services, with prior authorisation of all such services required. Any non-audit services are reviewed by the Committee which makes recommendations for the provision of each non-audit service and ensures that the statutory auditor is not engaged to perform work that is prohibited under UK law. The non-audit services policy was reviewed, and its application monitored by the Committee during the year and it was agreed that the policy remained appropriate for the Group. MKS has not provided any non-audit services to the Group. Stephanie Eastment Audit Committee Chair 3 October 2025 Alternative Income REIT PLC | Annual Report & Financial Statements 2025 39 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Committee Membership The Management Engagement Committee comprises Adam Smith as Chair, Simon Bennett and Stephanie Eastment. Role of the Committee The Committee is responsible for reviewing the appropriateness of the continuing appointment of the AIFM and Investment Adviser and ensuring the terms and conditions of the AIFM and Investment Adviser’s continuing appointment align with the investment policy and investment objective of the Group. The Committee also reviews the performance of other key third-party service providers. Matters Considered in the Year The Committee receives reports from external advisers and from the AIFM and Investment Adviser, as required, to enable it to discharge its duties. The main activities undertaken during the year, and to the date of this report, were that the Committee: 1. satisfied itself that the AIFM and Investment Adviser agreements are fair and that the terms remain competitive and sensible for shareholders and that matters of compliance are under proper review; 2. reviewed the performance of other third-party service providers and made recommendations to the Board regarding these; and 3. reviewed the Committee’s terms of reference (which are available on the Company’s website). Performance Evaluation Refer to page 35 of the Corporate Governance section detailing how the review of the Committee’s performance has been conducted, and the results of such evaluation. Review of Service Providers The Committee reviews the ongoing performance and the continuing appointment of key service providers of the Group including the AIFM and Investment Adviser on an annual basis. The Committee also considers any variation to the terms of key service providers’ agreements and reports its findings to the Board. Continuing Appointment of the AIFM and Investment Adviser During the year, the Committee undertook a formal review of the ongoing appointments of both the AIFM and the Investment Adviser. Following a thorough evaluation process, the Committee are satisfied that the continued appointment of both the AIFM and Investment Adviser remains in the best interests of shareholders as a whole. Adam Smith Management Engagement Committee Chair 3 October 2025 Report of the Management Engagement Committee 40 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Dear Shareholder, I am pleased to present the Directors’ Remuneration Report on behalf of the Board for the year ended 30 June 2025. It is set out in two sections in line with legislative reporting regulations: Remuneration Policy – This sets out our Remuneration Policy for directors of the Company which was last approved by shareholders at the Company’s 2023 AGM. Annual Report on Directors’ Remuneration – This sets out how the directors were paid for the year ended 30 June 2025. There will be an advisory shareholder vote on this section of the report at the Company’s forthcoming AGM. The Group does not have any executive directors or employees and, as a result, operates a simple and transparent remuneration policy that reflects the non-executive directors’ duties, responsibilities and time spent. During the period, directors’ remuneration was increased to reflect the rising time commitment and governance responsibilities associated with the role, with adjustments benchmarked against companies of a comparable size within the sector. Full details of the Remuneration Policy, as well as how directors were paid for the year ended 30 June 2025, are set out on pages 42 to 45. We value engagement with our shareholders and for the constructive feedback we receive. We look forward to your support at the upcoming AGM. Simon Bennett Chairman 3 October 2025 Annual Statement on Directors’ Remuneration Alternative Income REIT PLC | Annual Report & Financial Statements 2025 41 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Remuneration Policy Policy Table Component Operation Link to Strategy Annual Fee The Board has set three levels of fees: one for a director and additional levels for the chair of the Audit Committee and the chair of the Board. The approval of shareholders would be required to increase the aggregate limit of £400,000 for directors’ remuneration, set out in the Company’s Articles. The level of the annual fee has been set to attract and retain high calibre directors with the skills and experience necessary for the role. The fee has been benchmarked against companies of a similar size in the sector, having regard to the time commitment and expected contribution to the role. Additional Service Fee The Company’s Articles provide that if any director shall perform or render any special duties or services outside his ordinary duties as a director, he may be paid such reasonable additional fees as may be considered appropriate. The additional fee offers flexibility for a director to be awarded additional remuneration to adequately compensate a director for any special services or services outside his ordinary duties where this is considered appropriate for the effective functioning of or in furtherance of the Company’s aims. Other Benefits The Company’s Articles provide that directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings. In line with market practice, the Company will reimburse directors for expenses to ensure that they are able to carry out their duties effectively. The Remuneration Policy (the ‘Policy’) was last approved by shareholders at the 2023 AGM of the Company held on 15 November 2023 and became effective from the conclusion of that meeting. In accordance with section 439A of the Companies Act 2006, the Policy must be approved by shareholders at least once every three years and is therefore next scheduled to be put forward for a binding shareholder vote at the Company’s 2026 AGM, which would usually be held in November 2026. Overview All directors are non-executive, and the Company follows the recommendation of the UK Code that non-executive directors’ remuneration should reflect the time commitment and responsibilities of the role. The Board’s policy is that the remuneration of non-executive directors should support the strategic objectives of the Company, reflect the experience of the Board as a whole and be determined with reference to comparable organisations and appointments. The Group has no employees and consequently has no policy on the remuneration of employees. Fees are reviewed annually in accordance with the above policy. The fee for any new director appointed to the Board will be determined on the same basis. No element of the Directors’ remuneration is performance related, nor does any director have any entitlement to bonus schemes, pension schemes, share options or any long-term incentive schemes from the Company. Service Contracts Directors do not have service contracts with the Company but are engaged under letters of appointment, copies of which are available for inspection at the Company’s registered office. None of the directors has a contract of service with the Group. Directors Term of Office Directors are not appointed for a specific term and will stand for annual re-election at the Company’s annual general meetings. Loss of Office The letters of appointment specifically exclude any entitlement to compensation upon leaving office for whatever reason. Relations with Shareholders The Company is committed to ongoing shareholder dialogue and any views expressed by shareholders on the fees being paid to directors would be taken into consideration by the Board when reviewing the Directors’ Remuneration Policy as a part of any review of directors’ fees. 42 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Directors’ Remuneration Report The Board has resolved that a remuneration committee is not appropriate for a company of this nature and a Board of this size. Remuneration therefore forms part of the Board’s responsibilities. All Directors are non-executive and all participate in meetings of the Board at which Directors’ remuneration is considered. The Board has undertaken a review of directors’ fees based on the factors set out in the Company’s Remuneration Policy and also the market in general and levels of inflation. Following this review, the Board has resolved to implement a fee increase with effect from 1 July 2025 as follows: chairman - £44,250, audit chair - £36,875 and other directors - £29,500, equivalent to an increase of 5.4%. This followed a remuneration benchmarking exercise and review of independent advice and to ensure that fees were sufficient to attract and retain directors of suitable calibre and with the skills, knowledge and experience necessary for the role having regards to the expected time commitment. The level of directors’ fees for the year and the preceding year are set out below. 2025 (£) 2024 (£) Chairman 42,000 41,000 Audit Committee Chair 35,000 34,100 Director 28,000 27,300 An ordinary resolution will be put to shareholders at the forthcoming AGM to receive and approve the Directors’ Remuneration Report. This is an advisory vote only. Total Return (rebased to 100) 40 60 80 100 120 140 Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23 Jun-24 Jun-25 AIRE Total Return EPRA NAREIT Total Return vs NAREIT Performance of the Company The chart below compares the share price total return (assuming all dividends re-invested) compared with the total return on the FTSE EPRA Nareit UK and FTSE Small Cap Indices over the period since inception of the Company. This index has been chosen as they are considered to be the most appropriate benchmark against which to assess the relative performance of the Company. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 43 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Directors’ fees for 2025 (audited) The remuneration paid to the directors during the year ended 30 June 2025 is set out in the table below. The Company maintains and pays for directors’ and officers’ liability insurance cover on the directors’ behalf. 2025 2024 Total Fixed Remuneration (£) Total Expenses (£) Total Fees (£) Total Fixed Remuneration (£) Total Expenses (£) Total Fees (£) Simon Bennett 42,000 1,770 43,770 41,000 973 41,973 Stephanie Eastment 35,000 64 35,064 34,100 34,100 Adam Smith 28,000 28,000 27,300 27,300 Total 105,000 1,834 106,834 102,400 973 103,373 Directors’ Interests (audited) Neither the Company’s Articles, nor the directors’ letters of appointment require a director to own shares in the Company. The interests of the directors and their persons closely associated in the equity of the Company at 30 June 2025 are shown in the table below. There have been no changes to the below holdings since the year end and up to the date of this report. 2025 Number of shares 2024 Number of shares Simon Bennett 0 0 Stephanie Eastment 1 55,000 55,000 Adam Smith 2 21,225,461 22,055,461 1 25,920 Ordinary Shares are held by Stephanie Eastment and 29,080 are held by persons closely associated with Stephanie Eastment. 2 19,325,461 Ordinary Shares were held by Glenstone Property plc and 1,900,000 Ordinary Shares were held by Lecram Holdings Ltd, persons closely associated with Adam Smith (2025: 20,155,461 and 1,900,000, respectively); he did not hold any shares in his own name. None of the directors or persons closely associated with them had a material interest in the Group’s transactions, arrangements or agreements during the year. Annual Change in Directors’ Fees (excluding expenses) Year ended 30 June 2025 2024 2023 2022 2021 Simon Bennett (appointed 10 November 2022 and as chairman on 30 November 2022) 2.4% 68% 1 See Note A n/a n/a Stephanie Eastment (appointed 1 October 2021) 2.6% 5% 73% 2 See Note A n/a Adam Smith (appointed 8 March 2021) 2.6% 5% 30% 233% See Note B See Note A Notes A: Percentage change figures cannot be calculated in the year of appointment or the year of retirement/resignation. B: There were no changes to Director Fees from inception of the Company in 2017, until 1 July 2022. Accordingly, all percentage changes for 2021 and 2022 arise from either a change in role or are due to the fact that the percentage change is skewed because the denominator fee is for a period of less than 12 months (as is the case for Adam Smith in 2022). 1 The 68% increase in 2024 reflects both the 5% directors’ fee increase and that Simon Bennett’s 2023 remuneration was pro-rata from his appointment date. 2 The 73% increase in 2023 reflects both the 30% directors’ fee increase and that Stephanie Eastment’s 2022 remuneration was pro-rata from her appointment date. Directors’ Remuneration Report continued 44 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Relative Importance of Spend on Pay The table below sets out, in respect of the year ended 30 June 2025, the remuneration paid to the directors. The management fee and dividends incurred are shown to give shareholders a greater understanding of the relative importance of spend on pay. 2025 £’000 2024 £’000 Directors’ remuneration 105 102 Investment Adviser fee 360 360 Dividends 5,052 4,986 Consideration of Shareholder Views During the year, the Company did not receive any communications from shareholders specifically regarding directors’ pay. Statement of AGM Voting The Directors’ Remuneration Policy was last approved by shareholders at the 2023 AGM. The Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) was subject to an advisory vote at the 2024 AGM. The results of those votes are shown below: Voting Remuneration Report Remuneration Policy For – number of votes cast 28,253,883 (98.73%) 25,145,991 (99.60%) Against – number of votes cast 364,766 (1.27%) 100,558 (0.40%) Total votes cast 28,618,649 25,246,549 Number of votes withheld 88,448 70,908 Approval The Directors’ Remuneration Report has been approved by the Board and signed on its behalf by: Simon Bennett Chairman 3 October 2025 Alternative Income REIT PLC | Annual Report & Financial Statements 2025 45 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
The Directors’ Report, prepared in accordance with the requirements of the Companies Act 2006 and the FCA’s UK Listing Rules and the Disclosure Guidance and Transparency Rules, comprises pages 46 to 47, and incorporates the Corporate Governance Statement on pages 34 to 37. In accordance with s414c(11) of the Companies Act 2006, information required to be disclosed in respect of future developments and principal risks and uncertainties is included within the Strategic Report. Principal Activity The Company is a closed-ended investment company and is a Real Estate Investment Trust. The Company is a holding company of two subsidiaries. The Group invests in properties in accordance with the Investment Objective and Investment Policy. Results and Dividends The interim dividends paid by the Company are set out in Note 9 of the Consolidated Financial Statements. A summary of the Group’s performance during the year, significant events following the year end and future developments is set out in the Strategic Report on pages 3 to 31. Directors The directors in office at the date of this report are shown on page 33 and all held office throughout the year. Power of Directors The directors’ powers are determined by UK legislation and the Articles. The Articles may be amended by a special resolution of the members. The directors may exercise all of the Company’s powers provided that the Articles or applicable legislation do not stipulate that any such powers must be exercised by the members. The Articles govern the appointment and replacement of directors. Directors’ indemnity and insurance The Company has entered into qualifying third party deeds of indemnity in favour of each of its Directors. The deeds, which were in force during the year to 30 June 2025 and up to the date of approval of this Report, cover any liabilities that may arise to a third party, other than the Company, for negligence, default or breach of trust or duty. The Directors are not indemnified in respect of liabilities to the Company, any regulatory or criminal fines, any costs incurred in connection with criminal proceedings in which the Director is convicted or civil proceedings brought by the Company in which judgement is given against him/her. In addition, the indemnity does not apply to any liability to the extent that it is recovered from another person. The Company maintains Directors’ and Officers’ liability insurance. The Board has agreed to a procedure by which directors may seek independent professional advice if necessary and at the Company’s expense. The Company has also arranged for the appropriate provision of Directors’ and Officers’ Liability Insurance. Annual General Meeting The Company’s 2025 AGM will be held on 10 November 2025 at 10am at the offices of JTC, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF, the Notice of Annual General Meeting has been set out on pages 90 to 96 of this report. Voting Entitlement Each shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary Share held. The Notice of AGM and Form of Proxy stipulate the deadlines for the valid exercise of voting rights and, other than with regard to directors not being permitted to vote their Ordinary Shares on matters in which they have an interest. There are no restrictions concerning the transfer of securities in the Company or on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid. Share Capital At 30 June 2025, and at the date of this report, there are 80,500,000 £0.01 Ordinary Shares in issue, none of which are held in treasury. Purchase of Own Shares At the Company’s AGM on 12 November 2024, the Company was granted authority to purchase up to 10% of the Company’s Ordinary Shares in issue. No shares have been bought back under this authority during the year, which expires at the conclusion of the Company’s 2025 AGM. A resolution to renew the Company’s authority to purchase (either for cancellation or for placing into Treasury) up to 8,050,000 Ordinary Shares (being 10% of the issued Ordinary Share capital at the date of this report), will be put to shareholders at the 2025 AGM. Any purchase will be made in the market and prices will be in accordance with the terms laid out in the Notice of AGM. The authority will be used where the directors consider it to be in the best interests of shareholders. Income Entitlement The profits of the Company available for distribution and determined to be distributed shall be distributed by way of interim or final dividends among the holders of Ordinary Shares. Capital Entitlement After meeting the liabilities of the Company on a winding-up, the surplus capital and assets shall be paid to the holders of Ordinary Shares and distributed among such holders pro rata according to the nominal capital paid up on their holdings of Ordinary Shares. Requirements of the UK Listing Rules UKLR 6.6.1 requires the Company to include specified information in a single identifiable section of the annual report or a cross reference table indicating where the information is set out. The directors confirm that there are no disclosures required in relation to UKLR 6.6.1. Directors’ Report 46 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Substantial Shareholdings At 30 June 2025 the Company had been notified under Disclosure Guidance and Transparency Rule (‘DTR’) 5 of the following significant holdings of voting rights in its Ordinary Shares. These holdings may have changed since notification; however, notification of any change is not required until the next applicable threshold is crossed. Shareholder Number of Ordinary Shares held % of Total Voting Rights Glenstone REIT plc 19,325,461 24.0 Hargreaves Lansdown, stockbrokers (EO) 19,097,754 23.7 Interactive Investor (EO) 10,202,733 12.7 Amdale Securities Limited 8,049,999 10.0 AJ Bell, stockbrokers (EO) 6,137,604 7.6 London & Surrey Property 5,977,731 7.4 Hawksmoor Investment Management Limited 5,272,164 6.5 VT Redlands Property Portfolio 3,353,000 4.2 There have been no changes notified to the Company in respect of the above holdings, since year end. Related Party Transactions Related party transactions for the year ended 30 June 2025 can be found in Note 19 to the Consolidated Financial Statements. Research and Development No expenditure on research and development was made during the year (2024: Nil). Donations and Contributions No political or charitable donations were made during the year (2024: Nil). Branches Outside the UK There are no branches of the business located outside the United Kingdom. Subsidiary companies Details of the Company’s subsidiaries are set out in Note 15 to the Consolidated Financial Statements. Management Arrangements Martley Capital Real Estate Investment Management Ltd (‘Martley Capital’) is the Investment Adviser. The Group’s Investment Adviser was changed on 15 March 2024 from M7 Real Estate Limited (‘M7’) to Martley Capital. The appointment of Martley Capital was by way of a deed of novation of the Group’s Interim Investment Advisory agreement dated 14 March 2020 (as amended with Deed of Variation dated 21 February 2021) with minor changes thereto but leaving the parties on substantially the same terms and at an unchanged fee. The annual management fee is calculated at a rate equivalent of 0.50% per annum of NAV (subject to a minimum fee of £90,000 per quarter), payable quarterly in advance. The Investment Adviser is appointed under a contract subject to six months’ notice. The Investment Adviser has delegated authority to act within defined parameters. Where decisions outside pre-approved criteria are required, specific approval is required from the Board and AIFM. The investment adviser’s role is to provide the Group with: investment advice and support; administrative services including reporting, fund accounting and budgeting; asset management; operational advice; and debt adviser advice. Langham Hall Fund Management LLP is the Group’s AIFM, and specific disclosures, including the remuneration of the AIFM as required by the AIFM Directive, are set out on page 48. Financial Risk Management Financial risk management and policies can be found in Note 17 to the Consolidated Financial Statements. Contracts of Significance There are no contracts of significance of the Company or a subsidiary in which a director is or was materially interested or to which a controlling shareholder was a party. Statement of Disclosure of Information to Auditor So far as each director is aware there is no relevant information, which would be needed by the Group’s auditor in connection with preparing their audit report (which appears on pages 50 to 53), of which the auditor is not aware; and each director, in accordance with section 418(2) of the Companies Act 2006, has taken all reasonable steps that he ought to have taken as a director to make himself aware of any such information and to ensure that the auditor is aware of such information. Information Included in the Strategic Report The information that fulfils the reporting requirements relating to the Group’s business during the year and likely future developments can be found on pages 3 to 31. The Directors’ Report has been approved by the Board and signed on its behalf by: Simon Bennett Chairman 3 October 2025 Alternative Income REIT PLC | Annual Report & Financial Statements 2025 47 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Langham Hall Fund Management LLP (the “AIFM”) is authorised by the FCA as a Collective Portfolio Management Investment Firm under the AIFM directive, and was authorised as such, with effect from 21 February 2017. Requirements for compliance with the Alternative Investment Fund Managers Directive in the UK are set out in the FCA Investment Funds sourcebook. The FCA’s general guidance on the AIFM Remuneration Code (SYSC 19B) (the “Code”) was published in January 2014. Under the Code, the senior management committee in its oversight of the AIFM must make relevant remuneration disclosures no later than six months following the end of the financial year, splitting remuneration into fixed and variable remuneration. The senior management committee approves the list of AIFM Code staff annually. In addition, AIFM Code staff are notified of their status and the implications of this annually. Remuneration policy The senior management committee of the AIFM has established a remuneration policy and its purpose is to ensure that the remuneration of its members and employees is consistent with and promotes sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profiles, rules or instruments of incorporation of the AIFM and the AIFs it manages. This policy applies to the AIFM and Alternative Income REIT PLC as the AIF. Employee remuneration disclosure The table below provides an overview of the following: Remuneration paid by the AIFM to all staff. Headcount Remuneration (£) The AIFM’s staff Fixed remuneration 21 1,077,369 Variable remuneration 21 43,600 Information Disclosures under the AIFM Directive (‘AIFMD’) 48 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
The directors are responsible for preparing the Annual Report and the Group and parent Company Financial Statements in accordance with applicable law and regulations. Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with the UK adopted international accounting standards. The directors have elected to prepare the parent Company financial statements in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework and applicable law. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial 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 financial statements, state whether they have been prepared in accordance with Companies Act 2006 and in accordance with UK adopted international accounting standards; for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company financial 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 sufficient to show and explain the Group’s and the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements 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 the parent Company 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 Governance Statement that complies with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We confirm that to the best of our knowledge: the Consolidated Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; the Strategic Report and Directors’ Report include 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; and that the Annual Report and the Consolidated Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. On behalf of the Board Simon Bennett Chairman 3 October 2025 Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements Alternative Income REIT PLC | Annual Report & Financial Statements 2025 49 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Opinion We have audited the financial statements of Alternative Income REIT PLC (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statements of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the consolidated financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice) as applied in accordance with the provisions of the Companies Act 2006. In our opinion: the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 June 2025 and of the Group’s profit for the year then ended; the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our approach to the audit Our Group audit was scoped by obtaining an understanding of the Group and the Company and their environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement. At 30 June 2025, the Group had two components other than the Company whose transactions and balances are included in the consolidated financial statements. Both components, being Alternative Income REIT Holdco Limited and Alternative Income Limited, were considered to require a full scope audit. All work on the Group audit, the audit of the Company and the audit of these components was carried out by the Group audit team. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, 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. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matters How our scope addressed this matter Investment property valuations (Group – £103,777,000 and Company – £1,746,000) Refer to note 2.2 in relation to significant estimates and accounting policies. Refer to note 10 in relation to Investment property for the Group and note 2 for the Company only financial statements. The valuation of investment property requires significant judgements and estimates to be made by the directors and the independent valuer and is therefore considered a key audit matter due to the subjective nature of certain assumptions inherent in each valuation. Each property’s fair value is impacted by a number of factors, but in particular future rental income and market yields applied thereto, which in turn are impacted by the location, quality and condition of the building and tenant covenant. Our audit procedures included: We obtained the valuation report prepared by the directors’ independent valuer and discussed the basis of the valuation and key inputs with them. We confirmed that the basis of the valuations was in accordance with the requirements of the relevant accounting standards. We assessed and confirmed the external valuer’s qualifications, independence and basis of valuation. We appointed a third-party expert to review the independent valuer’s valuation report. We have tested the key financial inputs the valuation experts base their valuation on, being rental income for all properties. We tested 100% of revenue recognised and agreeing the revenue for the period to the revenue utilised by the external experts. We discussed, critically assessed and challenged the outcomes of the third-party expert review with the independent valuer to gain assurance over the assumptions and obtained the relevant evidence to support these. We have reviewed the disclosures of judgements used in valuations and impact of sensitivities on the valuations. Our results: We concluded that the valuation of investment properties and disclosures of the associated level of uncertainty are acceptable. Independent Auditor’s Report to the Members of Alternative Income REIT PLC 50 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Our application of materiality We apply the concept of materiality both in planning and performing our audit and in evaluation the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including disclosure omissions, could reasonably influence the economic decisions of users that are taken on the basis of the financial statements. Materiality for the Group financial statements was set at £1,112,000 (2024: £1,054,000), determined with reference to the benchmark of 1% of total assets (2024: 1%). We determined that total assets would be the most appropriate basis for determining overall materiality as we consider it to be the principal benchmark which the users of the financial statements would consider in assessing the financial performance of the Group. Performance materiality is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessment, together with our assessment of the Group’s overall control environment, our judgement was that performance materiality for the Group should be 50% of overall financial statements materiality £556,000 (2024: £527,000). Specific materiality was determined for the measurement of other account balances and classes of transactions not related to investment property. A misstatement of less than materiality for the Group financial statements as a whole could influence the economic decisions of users. As a result, we determined that specific materiality for these areas should be £129,350 (2024: £160,000), based on 5% (2024: 5%) of the average profit of the prior two years less change in property value. We further applied a performance materiality level of 50% (2024: 50%) of specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately mitigated. We determined that the same benchmark as the Group was appropriate for determining materiality for the Company. Subsidiary investment balances were removed from the gross assets total in this calculation as they are a non-operating asset that do not impact the core financial performance of the Company. Materiality for the Company was set at £19,000 (2024: £30,000) and performance materiality at £9,500 (2024: £15,000). We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £55,600 (2024: £52,700) for the Group and £950 (2024: £1,500) for the Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included the following considerations: We have reviewed and challenged management over the forecasts that support the Going Concern Statement and the Viability Statement. We have agreed the Group’s borrowing facilities and the related covenants to supporting financing documentation and calculations. We have critically assessed the forecast cash flows with reference to budgeted and historic performance by agreeing the inputs and assumptions to supporting documentation. We have challenged the assumptions made by management by comparing them to historical performance and conducted sensitivity analysis on the key areas, such as rent recoverability and covenant compliance headroom with reference to future changes in property valuations and the Group’s future financial performance. We have confirmed the accuracy of all financing arrangements that are disclosed or affect the financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. 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 the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit; or a Corporate Governance Statement has not been prepared by the Company. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 51 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Corporate Governance Statement We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate Governance Code. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit. Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on pages 30 to 31; Directors’ explanation as their assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set out on pages 30 to 31; Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities set out on pages 30 to 31; Directors’ statement on fair, balance and understandable financial statements set out on page 49; Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 24; Section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 37; Section describing the work of the audit committee set out on pages 38 to 39. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 49, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s and the 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 Company or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities is available on the FRC’s website at: https://www.frc.org.uk/library/standards-codes-policy/ audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/ This description forms part of our auditor’s report. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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. The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the Company. Our approach was as follows: We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most significant are the Companies Act 2006, UK adopted international financial reporting standards, UK Generally Accepted Accounting Practice, the Listing Rules, the Disclosure and Transparency Rules, and the UK Real Estate Investment Trust (“REIT”) regime. We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged with governance. We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance. We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non- compliance with laws and regulations. Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Independent Auditor’s Report to the Members of Alternative Income REIT PLC continued 52 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Other matters which we are required to address We were appointed by the directors on 23 June 2021 to audit the financial statements for the period ending 30 June 2021. Our total uninterrupted period of engagement is five years, covering the period ending 30 June 2021 to 30 June 2025. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company and we remain independent of the Group and the Company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. 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 for no purpose other than to draw to the attention of the Company’s members those matters which we are required to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the Company and Company’s members as a body, for our work, for this report, or for the opinions we have formed. Jonathan Sutcliffe (Senior Statutory Auditor) for and on behalf of Moore Kingston Smith LLP, Statutory Auditor 3 October 2025 9 Appold Street London EC2A 2AP Alternative Income REIT PLC | Annual Report & Financial Statements 2025 53 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Financial Statements 56 Consolidated Statement of Comprehensive Income 57 Consolidated Statement of Financial Position 58 Consolidated Statement of Changes in Equity 59 Consolidated Statement of Cash Flows 60 Notes to the Consolidated Financial Statements 75 Company Statement of Financial Position 76 Company Statement of Changes in Equity 77 Notes to the Company Financial Statements 54 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 55
Consolidated Statement of Comprehensive Income For the year ended 30 June 2025 2025 2024 Notes £’000 £’000 Income Rental and other income 3 8,570 7,900 Property operating expense 4 (781) (680) Net rental and other income 7,789 7,220 Other operating expenses 4 (1,066) (1,066) Operating profit before fair value changes and gain on disposal 6,723 6,154 Change in fair value of investment properties 10 1,970 (2,983) Gain on disposal of investment property 10 598 Operating profit 8,693 3,769 Finance expenses 6 (1,435) (1,412) Profit before tax 7,258 2,357 Taxation 7 Profit and total comprehensive income attributable to shareholders 7,258 2,357 Earnings per share (basic and diluted) 8 9.02p 2.93p EPRA EPS (basic and diluted) 8 6.57p 5.89p Adjusted EPS (basic and diluted) 8 6.72p 5.99p All items in the above statement are derived from continuing and total operations. No operations were acquired or disposed of during the year. The accompanying Notes 1 to 20 form part of these consolidated financial statements. 56 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
2025 2024 Notes £’000 £’000 Non-current Assets Investment properties 10 103,777 99,083 Current Assets Trade and other receivables 11 4,236 6,464 Cash and cash equivalents 3,148 3,292 Total current assets 7,384 9,756 Total Assets 111,161 108,839 Current Liabilities Trade and other payables 12 (2,878) (2,890) Interest bearing loans and borrowings 13 (40,956) Total current liabilities (43,834) (2,890) Non-current Liabilities Interest bearing loans and borrowings 13 (40,828) Total non-current liabilities (40,828) Total Liabilities (43,834) (43,718) Net Assets 67,327 65,121 Equity Share capital 16 805 805 Capital reserve 2 65,379 70,431 Retained earnings 1,143 (6,115) Total capital and reserves attributable to equity holders of the Company 67,327 65,121 Net Asset Value per share (basic and diluted) 8 83.64p 80.90p EPRA Net Tangible Asset per share (basic and diluted) 8 83.64p 80.90p The accompanying Notes 1 to 20 form part of these Consolidated Financial Statements. The Consolidated Financial Statements were approved by the Board of Directors on 3 October 2025 and were signed on its behalf by: Simon Bennett Chairman Company number: 10727886 Consolidated Statement of Financial Position At 30 June 2025 Alternative Income REIT PLC | Annual Report & Financial Statements 2025 57 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Consolidated Statement of Changes in Equity For the year ended 30 June 2025 Share capital Capital reserve Retained earnings Total equity Notes £’000 £’000 £’000 £’000 For the year ended 30 June 2025 Balance at 30 June 2024 805 70,431 (6,115) 65,121 Total comprehensive income attributable to shareholders 7,258 7,258 Dividends paid 9 (5,052) (5,052) Balance at 30 June 2025 805 65,379 1,143 67,327 For the year ended 30 June 2024 Balance at 30 June 2023 805 75,417 (8,472) 67,750 Total comprehensive income attributable to shareholders 2,357 2,357 Dividends paid 9 (4,986) (4,986) Balance at 30 June 2024 805 70,431 (6,115) 65,121 58 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
2025 2024 Notes £’000 £’000 Cash flows from operating activities Profit before tax 7,258 2,357 Adjustment for: Finance expenses 6 1,435 1,412 Gain on disposal of investment property 10 (598) Change in fair value of investment properties 10 (1,970) 2,983 Operating results before working capital changes 6,723 6,154 Change in working capital Decrease/(increase) in receivables and prepayments 2,228 (2,271) (Decrease)/increase in other payables and accrued expenses (12) 139 Net cash flow generated from operating activities 8,939 4,022 Cash flows from investing activities Purchase of investment property 10 (2,724) (5,304) Net proceeds from disposal of investment property 10 7,382 Net cash (used in)/generated from investing activities (2,724) 2,078 Cash flows from financing activities Finance costs paid (1,307) (1,306) Dividends paid 9 (5,052) (4,986) Net cash used in financing activities (6,359) (6,292) Net decrease in cash and cash equivalents (144) (192) Cash and cash equivalents at beginning of year 3,292 3,484 Cash and cash equivalents at end of year 3,148 3,292 The accompanying Notes 1 to 20 form part of these consolidated financial statements. Consolidated Statement of Cash Flows For the year ended 30 June 2025 Alternative Income REIT PLC | Annual Report & Financial Statements 2025 59 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Notes to the Consolidated Financial Statements for the year ended 30 June 2025 1. Corporate Information Alternative Income REIT PLC (the ‘Company’) is a public limited company and a closed ended Real Estate Investment Trust (‘REIT’) incorporated on 18 April 2017 and domiciled in the UK and registered in England and Wales. The registered office of the Company is The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF. The Company’s Ordinary Shares are listed on the closed-ended investment funds category of the Official List of the Financial Conduct Authority (‘FCA’) and have been traded on the Main Market of the London Stock Exchange since the Company’s IPO on 6 June 2017. The nature of the Group’s operations and its principal activities are set out in the Strategic Report on pages 3 to 31. 2. Accounting policies 2.1 Basis of preparation These consolidated financial statements (the ‘financial statements’) are prepared and approved by the directors in accordance with UK adopted International Accounting Standards (‘IFRS’) and in accordance with the Companies Act 2006 as applicable to companies reporting under those standards and Article 4 of the UK adopted International Accounting Standards (‘IAS’) Regulations. These financial statements have been prepared under the historical cost convention, except for investment properties that have been measured at fair value. The financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£’000), except where otherwise indicated. Basis of consolidation The financial statements incorporate the financial statements of the Company and its subsidiaries (the ‘Group’). Subsidiaries are the entities controlled by the Company, being Alternative Income Limited and Alternative Income REIT Holdco Limited. New standards, amendments and interpretations, and forthcoming requirements The Group has applied the following new standards and amendments in this set of condensed consolidated financial statements: Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates (Effective 1 January 2025) The new standards and amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. Certain new accounting standards and interpretations have been published that are not mandatory for annual periods beginning after 1 July 2025 and early application is permitted; however the Group has not early adopted the new or amended standards in preparing these consolidated financial statements: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) (effective date deferred indefinitely) Presentation and Disclosure in Financial Statements – IFRS 18 (effective 1 January 2027) Subsidiaries without Public Accountability: Disclosures – IFRS 19 (effective 1 January 2027) The new standards and amendments listed above are not expected to significantly affect the current or future periods. 2.2 Significant accounting judgements and estimates In the application of the Group’s accounting policies the directors are required to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability in the future. The estimates and associated assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below: Valuation of investment properties The fair value of investment properties is determined by external property valuation experts to be the estimated amount for which a property should exchange on the date of the valuation in an arm’s length transaction. The Group’s properties have been valued on an individual basis. The valuation experts use recognised valuation techniques, applying the principles of both IAS 40 and IFRS 13. The valuations have been prepared in accordance with the Royal Institution of Chartered Surveyors (‘RICS’) Valuation. Factors include current market conditions, annual rentals, the contractual terms of the leases and their lengths and location. The significant methods and assumptions used by valuers in estimating the fair value of investment properties are set out in Note 10 . 60 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Provision for expected credit losses (‘ECL’) of trade receivables Rent collection rates since the start of the Group are in the region of 100%. As a result, the Group does not have the data to establish historical loss rates for the expected credit loss analysis. In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant’s ability to pay or possible default, in order to recognise an expected credit loss allowance. The Group also considers the risk factors associated by sector in which the tenant operates and the nature of the debt. Based on sector and rent receivable type a provision is provided in addition to full provision for maximum risk tenants or known issues. Principal versus agent considerations – services to tenants The Group arranges for certain services to be provided to tenants. These arrangements are included in the contract the Group enters into as a lessor. The Group has determined that it controls the services before they are transferred to tenants, because it has the ability to direct the use of these services and obtain the benefits from them. The Group has determined that it is primarily responsible for fulfilling these services as it directly deals with tenants’ complaints and is primarily responsible for the quality or sustainability of the services. In addition, the Group has discretion in establishing the price that it charges to the tenants for the specified services. Therefore, the Group has concluded that it is the principal in these contracts. In addition, the Group has concluded that it transfers control of these services over time, as services are rendered by the third-party service providers, because this is when tenants receive and, at the same time, consume the benefits from these services. REIT status The Group is a REIT and does not pay tax on its property income or gains on property sales, provided that at least 90% of the Group’s property income is distributed as a dividend to shareholders, which becomes taxable in their hands. In addition, the Group has to meet certain conditions such as ensuring the property rental business represents more than 75% of total profits and assets. Any potential or proposed changes to the REIT legislation are monitored and discussed with HMRC. It is the Board’s intention that the Group will continue as a REIT for the foreseeable future.
2.3 Segmental information Each property held by the Group is reported to the chief operating decision maker. In the case of the Group, the chief operating decision maker is considered to be the Board of Directors. The review process for segmental information includes the monitoring of key performance indicators applicable across all properties. These key performance indicators include Net Asset Value, Earnings per Share and valuation of properties. All asset cost and rental allocations are also reported by property. The internal financial reports received by the directors cover the Group and all its properties and do not differ from amounts reported in the financial statements. The directors have considered that each property has similar economic characteristics and have therefore aggregated the portfolio into one reportable segment under the provisions of IFRS 8. 2.4 Going concern The financial statements have been prepared on a going concern basis. The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The robust financial position of the Group, its net asset and current asset positions, its cash flows, liquidity position and borrowing facilities are described in the financial statements and the accompanying notes. The financial statements also include the Group’s objectives, policies and processes for managing its capital, its financial risk management objective and its exposures to market price risk, real estate risk, credit risk and liquidity risk. The Investment Adviser on behalf of the Board has projected the Group’s cash flows for the period up to 30 September 2026, challenging and sensitising inputs and assumptions to ensure that the cash forecast reflects a realistic outcome given the uncertainties associated with the current economic environment. A longer-term projection had also been carried out up to 30 June 2029. The scenarios applied were designed to be severe but plausible, and to take account of the availability of mitigating actions that could be taken to avoid or reduce the impact or probability of the underlying risks. The Group’s debt of £41 million matures on 20 October 2025 and the Group has reported full compliance with its loan covenants to date. Based on cash flow projections, the directors expect the Group to continue to remain compliant. The headroom of the loan to value covenant is significant and any reduction in property values that would cause a breach would be significantly more than any reduction currently envisaged. The Board has been working, in conjunction with its debt advisers, to refinance the Group’s existing borrowings and subsequent to the year end the Board announced that it has secured long-term debt facilities with HSBC UK Bank plc. The New HSBC Bank Facilities consist of both a fixed term loan of £31 million and a £10 million revolving credit facility, both on floating rates and on a fixed term of five years with an option to extend by two years if mutually acceptable. Details of the new debt facilities are contained in both the Chairman’s Statement and Note 20 – Events after the reporting date. The latter includes covenant details, all of which will be carefully monitored in accordance with the Group’s risk management procedures and policies. Based on the above, the Board believes that the Group has the ability and resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of the financial statements.
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 61 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Notes to the Consolidated Financial Statements continued 2.5 Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. a) Functional and presentational currency These financial statements are presented in Pound Sterling, which is the functional and presentational currency of the Group and its subsidiary undertakings. The functional currency of the Group and its subsidiaries is principally determined by the primary economic environment in which it operates. The Group did not enter into any transactions in foreign currencies during the period. b) Revenue recognition i) Rental income Rental income under operating leases is recognised on a straight-line basis over the term of the lease, except for contingent rental income, which is recognised when it arises. For leases, which contain fixed or minimum uplifts, the rental income arising from such uplifts is recognised on a straight-line basis over the lease term. Incentives for lessees to enter into lease agreements are spread evenly over the lease term, even if the payments are not made on such a basis. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the directors are reasonably certain that the tenant will exercise that option. Lease modifications, such as lease extensions and rent reductions, are accounted for either as a separate lease or not as a separate lease. A modification will only be treated as a separate lease if it involves the addition of one or more underlying assets at a price that is commensurate with the standalone price of the increase in scope. All other modifications are not treated as a separate lease. If a modification is a separate lease, a lessee applies the requirements of IFRS 16 to the newly added asset, due as a result of the modification, independently of the original lease. The accounting for the original lease continues unchanged. If a modification is not a separate lease, the accounting reflects that there is a linkage between the original lease and the modified lease. The existing lease liability is remeasured with a corresponding adjustment to the right-of-use asset on the effective date of the modification. ii) Service charges and direct recharges Revenue from service charges is recognised in the accounting period in which the service is rendered. For certain service contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously. iii) Deferred income Deferred income is rental income received in respect of future accounting periods. (iv) Dilapidation and lease surrender premium Amounts received from tenants to terminate leases or to compensate for dilapidations are recognised in the Consolidated Statement of Comprehensive Income when the right to receive them arises. c) Financing income and expenses Financing income comprises interest receivable on funds invested. Financing expenses comprise interest and other costs incurred in connection with the borrowing of funds. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method which is significantly the same as the contracted interest. d) Investment property Property is classified as investment property when it is held to earn rentals or for capital appreciation or both. Investment property is measured initially at cost including transaction costs. Transaction costs include transfer taxes and professional fees to bring the property to the condition necessary for it to be capable of operating. The carrying amount also includes the cost of replacing part of an existing investment property at the time that cost is incurred if the replacement of that part will prolong or improve the life of the asset. Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair values are included in profit or loss, included as part of operating profit under change in fair value of investment properties. Additions to properties include costs of a capital nature only. Expenditure is classified as capital when it results in identifiable future economic benefits, which are expected to accrue to the Group. All other property expenditure is expensed in the Group profit or loss as incurred. Investment properties are valued by the external valuer. Any valuation of investment properties by the external valuer must be undertaken in accordance with the current issue of RICS Valuation – Professional Standards (the ‘Red Book’). The determination of the fair value of investment property requires the use of estimates such as future cash flows from assets (such as lettings, tenants’ profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and yield applicable to those cash flows. For the purposes of the financial statements, the assessed fair value is: reduced by the carrying amount of any accrued income resulting from the spreading of lease incentives; and increased by the carrying amount of leasehold obligations. Investment property is derecognised when it has been disposed of or permanently withdrawn from use and no future economic benefit is expected after its disposal or withdrawal. The profit on disposal is determined as the difference between the net sales proceeds and the carrying amount of the asset at the commencement of the accounting period plus capital expenditure in the period. Any gains or losses on the retirement or disposal of investment property are recognised in profit or loss in the year of retirement or disposal. 62 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
e) Cash and cash equivalents Cash and short-term deposits in the Consolidated Statement of Financial Position comprise cash at bank and short-term deposits with an original maturity of three months or less. f) Receivables and prepayments Rent and other receivables are initially recognised at fair value and subsequently at amortised cost. Impairment provisions are recognised based on the process as described in Note 2.2. Any adjustment is recognised in profit or loss as an impairment gain or loss. g) Other payables and accrued expenses Other payables and accrued expenses are initially recognised at fair value and subsequently held at amortised cost. h) Interest bearing loans and borrowings All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Borrowing costs are amortised over the lifetime of the facilities through profit or loss. i) Provisions A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event that can be reliably measured and is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability. j) Dividend payable to shareholders Dividends due to the Company’s Shareholders are recognised when they become legally payable, as a reduction in the Consolidated Statement of Changes in Equity. Interim equity dividends are recognised when paid. Final equity dividends will be recognised when approved by Shareholders at an AGM. The Directors consider the aggregate of distributable reserves in considering the recommendation and payment of a dividend. k) Share issue costs The costs of issuing or reacquiring equity instruments (other than in a business combination) are accounted for as a deduction from equity. l) Lease obligations Lease obligations relate to the head rent of investment property and are capitalised at the lease commencement, at the lower of fair value of the property and present value of the minimum lease payments and held as a liability within the Consolidated Statement of Financial Position. The lease payments are discounted using the interest rate implicit in the lease. Where the Group is exposed to potential future increases in variable lease payments based on an index or rate, these are not included in the lease liability until they take effect. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. m) Taxes Corporation tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. As a REIT, the Group is exempt from corporation tax on the profits and gains from its investments, provided it continues to meet certain conditions as per REIT regulations. Taxation on the profit or loss for the period which is not exempted under UK REIT regulations comprises current and deferred tax. Current tax is expected tax payable on any non-REIT taxable income for the year, using tax rates applicable in the year. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax that is provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the period end date. n) Non-current assets held for sale Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. Investment properties classified as such are measured at fair value. o) European Public Real Estate Association (‘EPRA’) The Group has adopted the EPRA best practice recommendations, which it expects to broaden the range of potential institutional investors able to invest in the Company’s Ordinary Shares. For the year ended 30 June 2025, audited EPS and NAV calculations under EPRA’s methodology are included in Note 8 and further unaudited measures are included following the financial statements. p) Capital and reserves Share capital Share capital is the nominal amount of the Company’s ordinary shares in issue and is non-distributable. Capital reserve The capital reserve represents the cancelled share premium less dividends paid from this reserve. It is a distributable reserve. The share premium account was cancelled in 2017 by Court Order and distributions can be made from this reserve in accordance with the Companies Act 2006, including by way of dividends or share buy backs. Retained earnings Retained earnings represent the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income less dividends paid from this reserve. This reserve is distributable, except for any unrealised gains on investment properties. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 63 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
2.6 Fair value measurement The Group measures financial and non-financial assets such as investment properties at fair value at each reporting date. A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair value is defined in IFRS 13 Fair Value Measurement as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values have been determined for measurement and/or disclosure purposes based on methods described below. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to fair value measurement as a whole: Fair value 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). For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between any of the levels during the year. Investment property The valuation of investment property by valuers engaged by the Group who are independently appointed and have the relevant professional qualifications and with recent experience in the location and category of the investment property being valued. Further information in relation to the valuers is provided in Note 10. Property valuations are inherently subjective as they are made on the basis of assumptions made by the valuer which may not prove to be accurate. For these reasons, and consistent with EPRA’s guidance, the valuations of the property portfolio have been classified as Level 3 as defined by IFRS 13. The inputs to the valuations are defined as ‘unobservable’ by IFRS 13 and these are analysed in Note 10. 3. Rental and other income
2025 2024
£’000 £’000
Gross rental income 7,916 7,331
Spreading of minimum contracted future rent – indexation 220 74
Spreading of tenant incentives – rent free periods (214) (49)
Other property income 2
Gross rental income (adjusted) 7,922 7,358
Service charges and direct recharges (see Note 4) 648 542
Total rental and other income 8,570 7,900
All rental, service charges, direct recharges and other income are derived from the United Kingdom.
Notes to the Consolidated Financial Statements continued 64 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
4. Expenses
2025 2024
£’000 £’000
Property operating expenses 133 138
Service charges and direct recharges (see Note 3) 648 542
Property operating expenses 781 680
Investment Adviser fee 360 360
Auditor’s remuneration 104 85
Operating costs* 484 508
Directors' remuneration (Note 5) 118 113
Other operating expenses 1,066 1,066
Total operating expenses 1,847 1,746
Total operating expenses (excluding service charges and direct recharges) 1,199 1,204
* Included in the Operating Costs were abortive costs of £2,000 (2024: £61,500).
2025 2024
£’000 £’000
Audit
Statutory audit of Annual Report and Accounts 84 73
Statutory audit of Subsidiary Accounts 13 12
Statutory audit of Annual Report and Accounts (additional fee on data migration) 7
Total fees due to auditor 104 85
5. Directors’ remuneration
2025 2024
£’000 £’000
Directors’ fees 105 102
Tax and social security 13 11
Total fees 118 113
A summary of the director’s remuneration is set out in the Directors’ Remuneration Report in the Annual Report. The Group had no employees during the year.
6. Finance expenses
2025 2024
£’000 £’000
Interest payable on loan (Note 13) 1,307 1,304
Amortisation of finance costs (Note 13) 128 104
Other finance costs 4
Total 1,435 1,412
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 65 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
7. Taxation
2025 2024
£’000 £’000
Tax charge comprises:
Analysis of tax charge in the year
Profit before tax 7,258 2,357
Theoretical tax charge at UK corporation tax standard rate of 25.00% (2024: 25.00%) 1,815 589
Effects of tax-exempt items under the REIT regime (1,815) (589)
Total
The Group maintained its REIT status and as such, no deferred tax asset or liability has been recognised in the current year. Factors that may affect future tax charges Due to the Group’s status as a REIT and the intention to continue meeting the conditions required to retain approval as a REIT in the foreseeable future, the Group has not provided deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
8. Earnings per share (‘EPS’)and Net Asset Value (‘NAV’) per share
2025 2024
EPS:
Total comprehensive income (£’000) 7,258 2,357
Weighted average number of shares (number) 80,500,000 80,500,000
EPS (basic and diluted) 9.02p 2.93p
EPRA EPS:
Total comprehensive income (£’000) 7,258 2,357
Adjustment to total comprehensive income (£’000):
Change in fair value of investment properties (1,970) 2,983
Gain on disposal of investment property (598)
EPRA earnings (basic and diluted) (£’000) 5,288 4,742
EPRA EPS (basic and diluted) 6.57p 5.89p
Adjusted EPS:
EPRA earnings (basic and diluted) (£’000) – as above 5,288 4,742
Adjustments (£'000):
Rental income recognised in respect of guaranteed fixed rental uplifts (Note 3) (220) (74)
Rental income recognised in respect of rent free periods (Note 3) 214 49
Amortisation of loan finance costs (Note 6) 128 104
Adjusted earnings (basic and diluted) (£’000) 5,410 4,821
Adjusted EPS (basic and diluted)* 6.72p 5.99p
* Adjusted EPS is a measure used by the Board to assess the level of the Group’s dividend payments. This metric adjusts EPRA earnings for non-cash items in arriving at an adjusted EPS as supported by cash flows.
Notes to the Consolidated Financial Statements continued 66 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Earnings per share are calculated by dividing profit/(loss) for the year attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the year. As at 30 June 2025 and 2024, there are no dilutive or potentially dilutive equity arrangements in existence.
2025 2024
NAV per share:
Net assets (£'000) 67,327 65,121
Ordinary Shares (Number) 80,500,000 80,500,000
NAV per share 83.64p 80.90p
EPRA Net Reinvestment Value (‘NRV’), EPRA Net Tangible Assets (‘NTA’) and EPRA Net Disposal Value (‘NDV’)
EPRA NTA and
EPRA NRV EPRA NDV
At 30 June 2025
Net assets value (£'000) 67,327 67,327
Estimated purchasers' cost (£'000) 6,978
74,305 67,327
Ordinary Shares (Number) 80,500,000 80,500,000
Per share measure 92.30p 83.64p
At 30 June 2024
Net assets value (£'000) 65,121 65,121
Estimated purchasers' cost (£'000) 6,672
71,793 65,121
Ordinary Shares (Number) 80,500,000 80,500,000
Per share measure 89.18p 80.90p
9. Dividends
All dividends were paid as PIDs Quarter Ended Rate 2025 £’000 2024 £’000
Dividends in respect of year ended 30 June 2023
4th dividend 30-Jun-23 1.920p 1,545
Dividends in respect of year ended 30 June 2024
1st dividend 30-Sep-23 1.425p 1,147
2nd dividend 31-Dec-23 1.425p 1,147
3rd dividend 31-Mar-24 1.425p 1,147
4th dividend 30-Jun-24 1.625p 1,308
Dividends in respect of year ended 30 June 2025
1st dividend 30-Sep-24 1.550p 1,248
2nd dividend 31-Dec-24 1.550p 1,248
3rd dividend 31-Mar-25 1.550p 1,248
Total dividends paid 5,052 4,986
4th dividend* 30-Jun-23 1.920p (1,545)
4th dividend* 30-Jun-24 1.625p (1,308) 1,308
4th dividend* 30-Jun-25 1.550p 1,248
Total dividends payable in respect of the year 4,992 4,749
Total dividends payable per share in respect of the year 6.20p 5.90p
* Dividends declared after the year end are not included in the financial statements as a liability.
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 67 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
10. Investment properties
2025 2024
Freehold Investment properties £’000 Leasehold Investment properties £’000 Total £’000 Total £’000
At the beginning of the year 71,050 31,600 102,650 107,025
Acquisition during the year 2,724 2,724 5,304
Disposal during the year (6,784)
Change in value of investment properties 1,476 500 1,976 (2,895)
Valuation provided by Knight Frank LLP 75,250 32,100 107,350 102,650
Adjustment to fair value for minimum rent indexation of lease income (Note 11) (3,573) (3,567)
Total investment properties 103,777 99,083
Change in fair value of investment properties
Change in fair value before adjustments for lease incentives and lease obligations 1,976 (2,895)
Movement in lease obligations (63)
Adjustment to spreading of contracted future rent indexation and tenant incentives (6) (25)
1,970 (2,983)
Disposal and acquisition of investment property On 2 December 2024, the Group completed the acquisition of Champneys Beauty College in Tring for a total cost of £2.7 million, including acquisition costs. The Mercure Hotel in Glasgow was disposed on 8 August 2023 for £7.5 million. The gain on disposal was recognised in the Consolidated Statement of Comprehensive Income in 2024.
2025 2024
£’000 £’000
Gross proceeds on disposal 7,500
Selling costs (118)
Net proceeds on disposal 7,382
Carrying value (6,784)
Gain on disposal of investment property 598
Valuation of investment properties Valuation of investment properties is performed by Knight Frank LLP, an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued. The valuation of the Group’s investment properties at fair value is determined by the external valuer on the basis of market value in accordance with the internationally accepted RICS Valuation – Professional Standards (incorporating the International Valuation Standards). The determination of the fair value of investment properties requires the use of estimates such as future cash flows from assets (such as lettings, tenants’ profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and yield applicable to those cash flows. The right of use asset is valued at future lease payments discounted using the net equivalent yield on the relevant asset. Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the fair value hierarchy The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity’s portfolios of investment properties are: 1. Estimated Rental Value (‘ERV’) 2. Net Initial Yield Increases/(decreases) in the ERV (per sq. ft. per annum) in isolation would result in a higher/(lower) fair value measurement. Increases/(decreases) in the yield in isolation would result in a lower/(higher) fair value measurement.
Notes to the Consolidated Financial Statements continued 68 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
The significant unobservable inputs used in the fair value measurement, categorised within Level 3 of the fair value hierarchy of the portfolio of investment property and investments are: Class
Fair value £’000 Valuation technique Significant unobservable inputs Range
30 June 2025
Investment Properties* 107,350 Income capitalisation ERV Net Initial yield £4.00 – £21.96 4.87% – 8.70%**
30 June 2024
Investment Properties* 102,650 Income capitalisation ERV Net Initial yield £4.50 – £21.96 3.59% – 8.64%**
* Valuation per Knight Frank LLP ** Hotels, petrol stations, residential and healthcare are excluded from this range Sensitivity analysis below:
2025
Change in ERV Change in net initial yield
£’000 £’000 £’000 £’000
Sensitivity Analysis +10% -10% +10% -10%
Resulting fair value of investment properties 109,634 104,628 100,661 115,042
2024
Change in ERV Change in net initial yield
£’000 £’000 £’000 £’000
Sensitivity Analysis +10% -10% +10% -10%
Resulting fair value of investment properties 105,152 100,042 97,041 109,391
11. Trade and other receivables
2025 2024
£’000 £’000
Receivables
Trade debtor 290 252
Less: Provision for impairment of trade debtors (2) (2)
Other debtors* 192 2,428
480 2,678
Spreading of minimum contracted future rent indexation 3,426 3,205
Spreading of tenant incentives – rent free periods 147 362
3,573 3,567
Tenant deposit asset (Note 12) 118 118
Other prepayments 65 101
183 219
Trade and other receivables 4,236 6,464
* Other debtors at 30 June 2025 includes £nil (2024: £2,155,000) of net proceeds from the sale of properties. This was held by the external lender, Canada Life Investments.
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 69 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
The aged debtor analysis of receivables which are past due but not impaired is as follows:
2025 2024
£’000 £’000
Less than three months due 476 2,672
Between three and six months months due 4 6
480 2,678
12. Trade and other payables
2025 2024
£’000 £’000
Deferred income 1,654 1,665
Trade creditors 55 21
Accruals 439 401
Tenant deposit liability (Note 11) 118 118
Loan interest payable (Note 13) 256 256
Other creditors 356 429
Total trade and other payables 2,878 2,890
13. Interest bearing loans and borrowings
2025 2024
£’000 £’000
Facility drawn 41,000 41,000
Unamortised finance costs brought forward (172) (276)
Amortisation of finance costs (Note 6) 128 104
At end of year 40,956 40,828
Repayable less than one year 41,000
Repayable between one and two years 41,000
Total at end of the year 41,000 41,000
At the year end, the Group had utilised all of its £41 million fixed interest loan facility with Canada Life Investments and was geared at a loan to GAV of 36.9% (2024: 37.7%). The weighted average interest cost of the Group’s facility is 3.19% and the facility is repayable on 20 October 2025. Interest expense incurred during the year amounted to £1.31 million (2024: £1.31 million), £0.26 million of which is accrued at the year end (2024: £0.26 million). The Group has secured a new long-term facility with HSBC UK Bank plc which is described in Note 20.
2025 2024
£’000 £’000
Reconciliation to cash flows from financing activities
At beginning of the year 40,828 40,724
Non-cash changes
Amortisation of loan issue costs 128 104
Total at end of the year 40,956 40,828
Notes to the Consolidated Financial Statements continued 70 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
14. Commitments 14.1. Operating lease commitments – as lessor The Group has 20 commercial properties with 34 units in its investment property portfolio. These non-cancellable leases have a remaining term of between 21 months and 109 years (2024: 10 months to 110 years), excluding ground leases. Future minimum rentals receivable under non-cancellable operating leases as at the year end are as follows:
2025 2024
£’000 £’000
Within one year 8,878 6,839
After one year, but not more than two years 6,182 6,528
After two years, but not more than three years 5,938 6,331
After three years, but not more than four years 6,017 5,746
After four years, but not more than five years 6,060 5,826
After five years, but not more than ten years 26,703 27,129
After ten years, but not more than fifteen years 20,668 20,398
More than fifteen years 44,326 47,712
124,772 126,509
During the year ended 30 June 2025 there were no material contingent rents recognised as income (2024: nil). 14.2. Capital and financial commitments There were no capital or financial commitments at the year end (2024: nil).
15. Investments in subsidiaries The Company has two wholly owned subsidiaries as disclosed below:
Name and company number Country of registration and incorporation Date of incorporation Principal activity Ordinary Shares held
Alternative Income REIT Holdco Limited (Company number 11052186) England and Wales 7 Nov 2017 Real Estate Company 73,158,502*
Alternative Income Limited (Company number 10754641) England and Wales 4 May 2017 Real Estate Company 73,158,501*
* Ordinary shares of £1.00 each. Alternative Income REIT PLC owns 100% of Alternative Income REIT Holdco Limited. Alternative Income REIT Holdco Limited owns 100% of Alternative Income Limited. Both Alternative Income REIT Holdco Limited and Alternative Income Limited are registered at The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF
. 16. Issued share capital and reserves
2025 2024
£’000 Number of Ordinary Shares £’000 Number of Ordinary Shares
Ordinary Shares of £0.01 each issued and fully paid
At the beginning and end of the year 805 80,500,000 805 80,500,000
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 71 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
17. Financial risk management and policies The Group’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and further risks inherent to investing in investment property. The Group has limited exposure to foreign currency risk as most of its transaction is in Sterling. The Group’s objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Group’s activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The principal risks facing the Group in the management of its portfolio follows. 17.1 Market price risk Market price risk is the risk that future values of investments in property will fluctuate due to changes in market prices. To manage market price risk, the Group diversifies its portfolio geographically in the UK and across property sectors. The disciplined approach to the purchase, sale and asset management ensures that the value is maintained to its maximum potential. Prior to any property acquisition or sale, detailed research is undertaken to assess expected future cash flow. The Board and the Investment Adviser meet regularly and are responsible for recommending investment purchases or sales to the AIFM which makes the ultimate decision. In order to monitor property valuation fluctuations, the Investment Adviser meets with the independent external valuer on a regular basis. The valuer provides a property portfolio valuation quarterly, so any movements in the value can be accounted for in a timely manner and reflected in the NAV every quarter. 17.2 Real estate risk Property investments are illiquid assets and can be difficult to sell, especially if local market conditions are poor. Illiquidity may also result from the absence of an established market for investments, as well as legal or contractual restrictions on resale of such investments. There can be no certainty regarding the future performance of any of the properties acquired for the Group. The value of any property can go down as well as up. Real property investments are subject to varying degrees of risk. The yields available from investments in real estate depend on the amount of income generated and expenses incurred from such investments. There are additional risks in vacant, part vacant, redevelopment and refurbishment situations, although these are not prospective investments for the Group. These aspects, and their effect on the Group from a going concern perspective are discussed in more detail in the Going Concern policy note. 17.3 Credit risk Credit risk is the risk that the counterparty (to a financial instrument) or tenant (of a property) will cause a financial loss to the Group by failing to meet a commitment it has entered into with the Group. It is the Group’s policy to enter into financial instruments with reputable counterparties. All cash deposits are placed with an approved counterparty, Barclays International. In respect of property investments, in the event of a default by a tenant, the Group will suffer a rental shortfall and additional costs concerning re-letting the property. The Investment Adviser monitors tenant arrears in order to anticipate and minimise the impact of defaults by occupational tenants. The table below shows the Group’s exposure to credit risk:
2025 2024
£’000 £’000
Debtors 482 2,680
Cash and cash equivalents 3,148 3,292
Total 3,630 5,972
Notes to the Consolidated Financial Statements continued 72 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
17.4 Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its borrowings. It is the risk the Group will encounter difficulty in meeting its financial obligations as they fall due as the majority of the Group’s assets are investment properties and therefore not readily realisable. The Group’s objective is to ensure it has sufficient available funds for its operations and to fund its capital expenditure. This is achieved by quarterly review/monitoring of forecast and actual cash flows by the Investment Adviser and Board. The below table summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
2025 On demand £’000 < 3 months £’000 3 - 12 months £’000 1 - 5 years £’000 Total £’000
Interest bearing loans and borrowings 41,000 41,000
Interest payable 327 327 654
Payables and accured expenses 55 727 782
Total 55 1,054 41,327 42,436
2024 On demand £’000 < 3 months £’000 3 - 12 months £’000 1 - 5 years £’000 Total £’000
Interest bearing loans and borrowings 41,000 41,000
Interest payable 327 980 652 1,959
Payables and accured expenses 21 676 697
Total 21 1,003 980 41,652 43,656
17.5 Fair value of financial instruments There is no material difference between the carrying amount and fair value of the Group’s financial instruments. 17.6 Interest rate risk Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates is minimal because the Group’s loan is at a fixed rate of 3.19% (Note 13). The Group has secured a new long-term facility with HSBC UK Bank plc which is described in Note 20.
18. Capital management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. To enhance returns over the medium term, the Group utilises borrowings on a limited recourse basis for each investment or all or part of the total portfolio. The Group’s policy is to borrow up to a maximum of 40% loan to GAV (measured at drawdown). Alongside the Group’s borrowing policy, the directors intend, at all times, to conduct the affairs of the Group so as to enable the Group to qualify as a REIT for the purposes of Part 12 of the Corporation Tax Act 2010 (and the regulations made thereunder). The REIT status compliance requirements include 90% distribution test, interest cover ratio, 75% assets test and the substantial shareholder rule, all of which the Group remained compliant in both this and the prior year. The monitoring of the Group’s level of borrowing is performed primarily using a Loan to GAV ratio. The Loan to GAV ratio is an alternative performance measure and its calculation is shown below. The Group Loan to GAV ratio at the year-end was 36.9% (2024: 37.7%). Breaches in meeting the financial covenants would permit the lender to immediately call loans and borrowings. During the year, the Group did not breach any of its loan covenants, nor did it default on any other of its obligations under its loan agreements. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 73 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
19. Transactions with related parties and the Investment Adviser Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Directors Directors are considered to be related parties. Their fees and interests in shares are disclosed in the Remuneration Report in the Annual Report. Investment Adviser The Group’s Investment Adviser was changed on 15 March 2024 from M7 Real Estate Limited (‘M7’) to Martley Capital Real Estate Investment Management Ltd (‘Martley Capital’). The appointment of Martley Capital was by way of a deed of novation of the Group’s Interim Investment Advisory agreement dated 14 March 2020 (as amended with Deed of Variation dated 21 February 2021) with minor changes thereto but leaving the parties on substantially the same terms and at an unchanged fee. The annual management fee is calculated at a rate equivalent of 0.50% per annum of NAV (subject to a minimum fee of £90,000 per quarter), payable quarterly in advance. During the year the Group incurred £360,000 in respect of investment advisory fees to Martley Capital (2024: a total of £360,000 with £253,000 to M7 and the rest to Martley Capital). No amounts were accrued at the year end (2024: £nil). 20. Events after the reporting date As announced on 3 September 2025, the Group has secured long term debt facilities with HSBC UK Bank plc. The facilities consist of both a fixed term loan of £31 million and a £10 million RCF collectively known as the ‘New HSBC Bank Facilities’. The term of the New HSBC Bank Facilities is a fixed term of five years from the date of drawdown, being 20 October 2025. The New HSBC Facilities can be extended on request by a further two years, should this be mutually acceptable to both parties. The Group intends to take advantage of the lower interest rates on AIRE’s existing debt facilities until these facilities are due for repayment on 20 October 2025. The Group will use the amount drawn down under its New HSBC Bank Facilities to simultaneously repay its existing debt facilities in full. The margin on the New HSBC Bank Facilities is 170 basis points (1.7% per annum) over SONIA (Sterling overnight index average rate). The loan covenant tests in the New HSBC Facilities are more favourable than those in the current Canada Life facility. The LTV covenant is not to exceed 60% (the current Canada Life loan should not exceed 50%) and the ICR to be greater than 160% (ICR to be greater than 330% under the current Canada Life loan). Whilst there is no present intention, AIRE has the right, through an accordion mechanism, to request an increase in the size of the RCF by up to a further £10 million (subject to HSBC credit committee approval), over the course of the facility., Notes to the Consolidated Financial Statements continued 74 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Company Statement of Financial Position As at 30 June 2025 2025 2024 Notes £’000 £’000 Assets Non-current Assets Investments in subsidiary companies 2 73,158 73,158 Investment property 2 1,746 1,803 Total non-current assets 74,904 74,961 Current Assets Receivables and prepayments 3 121 132 Cash and cash equivalents 128 475 Total current assets 249 607 Total Assets 75,153 75,568 Current Liabilities Payables and accrued expenses 4 (7,307) (14,721) Net Assets 67,846 60,847 Equity Share capital 6 805 805 Capital reserve 2 65,379 70,431 Retained earnings 1,662 (10,389) Total capital and reserves attributable to equity holders of the Company 67,846 60,847 Net Asset Value per share 84.28p 75.59p As permitted by s408 Companies Act 2006, the Company’s profit and loss account has not been presented in these financial statements. The Company’s profit for the year was £12,051,000 (2024: loss of £854,000). The financial statements were approved by the Board on 3 October 2025 and were signed on its behalf by: Simon Bennett Chairman Company number: 10727886 The accompanying Notes 1 to 7 form an integral part of these financial statements. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 75 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Company Statement of Changes in Equity For the year ended 30 June 2025 Share capital £’000 Capital reserve £’000 Retained earnings £’000 Total equity £’000 For the year ended 30 June 2024 Balance at 30 June 2024 805 70,431 (10,389) 60,847 Total comprehensive income 12,051 12,051 Dividends paid (5,052) (5,052) Balance at 30 June 2025 805 65,379 1,662 67,846 For the year ended 30 June 2024 Balance at 30 June 2023 805 75,417 (9,535) 66,687 Total comprehensive loss (854) (854) Dividends paid (4,986) (4,986) Balance at 30 June 2024 805 70,431 (10,389) 60,847 The accompanying Notes 1 to 7 form an integral part of these financial statements. 76 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Notes to the Company Financial Statements For the year ended 30 June 2025 1. Accounting policies Basis of preparation These financial statements are prepared and approved by the directors in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’) and in accordance with applicable accounting standards. As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions which are permissible under FRS 101 as the equivalent disclosures are contained within the Group’s consolidated financial statements. a cash flow statement and related notes; disclosures in respect of capital management; the effects of new but not yet effective FRSs; the disclosures of the remuneration of key management personnel; disclosure of related party transactions with other wholly owned members of the Ultimate Parent; the disclosure of financial instruments and other fair value measurements. The financial statements are presented in Pound Sterling and all values are rounded to the nearest thousand pounds (£’000), except when otherwise indicated. They have been prepared on the historical cost basis. The principal accounting policies adopted in the preparation of the Company’s financial statements are consistent with the Group which are described in Note 2.5 of the Consolidated Financial Statements but makes amendments where necessary in order to comply with the Companies Act 2006 and taking advantage of the FRS 101 exemptions mentioned above. New standards effective for the current accounting period do not have a material impact on the financial statements of the Company. The accounting policies used are otherwise consistent with those contained in the Company financial statements for the year ended 30 June 2025. Going concern The financial statements have been prepared on a going concern basis. For an assessment of going concern refer to the accounting policy 2.4 of the Consolidated Financial Statements. Investments in subsidiary companies Investments in subsidiary companies which are all 100% owned by the Company are included in the statement of financial position at cost less provision for impairment. Impairment of non-financial assets The carrying amounts of the Company’s investment in subsidiaries are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Deferred income Deferred income is rental income received in respect of future accounting periods. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 77 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
2. Investments 2a. Investments in Subsidiary Companies 2025 2024 £’000 £’000 At the beginning and end of the year 73,158 73,158 A list of subsidiary undertakings at 30 June 2025 is included on Note 15 of the Consolidated Financial Statements. The directors have considered the recoverability of the investment in subsidiary companies by comparing the carrying value of the investment to the net asset value of the subsidiaries. The directors consider the net asset value of the subsidiary to be a reliable proxy to the recoverable amount as the properties held by the Company are carried at fair value. The net asset value of the subsidiary companies exceed the carrying amount of the investment in subsidiaries and the directors have concluded that no impairment is necessary. 2b. Investment property 2025 2024 £’000 £’000 At the beginning of the year 1,803 1,814 Revaluation of investment property (50) Adjustment to fair value for minimum rent indexation of lease income (7) (11) 1,746 1,803 3. Receivables and prepayments 2025 2024 £’000 £’000 Spreading of contracted future – rent indexation 82 72 VAT receivable 23 82 95 Other prepayments 39 37 121 132 4. Payables and accrued expenses 2025 2024 £’000 £’000 Due to subsidiaries 6,830 14,357 Deferred income 34 34 Trade creditors 4 Accruals 358 328 Other creditors 81 2 7,307 14,721 Amounts due to subsidiaries are unsecured, interest free and repayable on demand. Notes to the Company Accounts continued 78 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
5. Dividends paid and payable Details of dividends paid and payable in respect of the year are set out in Note 9 of the consolidated financial statements. 6. Issued share capital 2025 2024 £’000 Number of Ordinary Shares £’000 Number of Ordinary Shares Ordinary Shares of £0.01 each issued and fully paid At the beginning and end of the year 805 80,500,000 805 80,500,000 7. Contingent liabilities, capital commitments and related party transactions As at 30 June 2025 the Company had no contingent liabilities or capital commitments (2024: nil). Related party transactions are the same for the Company as for the Group. For details refer to Note 20 of the Consolidated Financial Statements. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 79 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
General 82 EPRA Performance Measures (Unaudited) 84 Alternative Performance Measures (Unaudited) 86 Glossary 88 Company Information 89 Shareholder Information 90 Notice of Annual General Meeting 80 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Alternative Income REIT PLC | Annual Report & Financial Statements 2025 81
EPRA Performance Measures (Unaudited) 2025 2024 EPRA Yield calculations £’000 £’000 Investment properties wholly owned: – by Company 1,825 1,875 – by Alternative Income Limited 105,525 100,775 Total – Note 10 107,350 102,650 Allowance for estimated purchasers’ costs (Note 8) 6,978 6,672 Gross up completed property portfolio valuation B 114,328 109,322 Annualised cash passing rental income 8,084 7,596 Annualised property outgoings (5) (5) Annualised net rents A 8,079 7,591 Add: notional rent expiration of rent-free periods or other lease incentives 212 379 Topped-up net annualised rent C 8,291 7,970 EPRA NIY A/B 7.07% 6.94% EPRA ‘topped-up’ NIY C/B 7.25% 7.29% 2025 2024 EPRA Cost Ratios £’000 £’000 Include: EPRA Costs (including direct vacancy costs) (Note 4) A 1,199 1,204 Direct vacancy costs EPRA Costs (excluding direct vacancy costs) B 1,199 1,204 Gross rental income (adjusted) (Note 3) C 7,922 7,358 EPRA Cost Ratio (including direct vacancy costs) A/C 15.14% 16.36% EPRA Cost Ratio (excluding direct vacancy costs) B/C 15.14% 16.36% There were no overheads nor operating expenses capitalised in the year in line with IFRS (2024: nil). 2025 2024 EPRA Vacancy rate £’000 £’000 Annualised potential rental value of vacant premises A Annualised potential rental value for the completed property portfolio B 7,337 6,948 EPRA Vacancy rate A/B 0.00% 0.00% The Group has not incurred any direct vacancy costs in both the current or prior years. 82 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
2025 2024 EPRA LTV £’000 £’000 Gross debt drawn 41,000 41,000 Less: cash and cash equivalents (3,148) (3,292) Net debt A 37,852 37,708 Investment property at fair value (Note 10) 107,350 102,650 Trade and other receivables (Note 11) 4,236 6,464 Less: Trade and other payables (Note 12) (2,878) (2,890) Total Property Value B 108,708 106,224 EPRA LTV A/B 34.82% 35.50% 2025 2024 EPRA Property-related Capital Expenditure £’000 £’000 Acquisitions including incidental costs of purchase and tenant incentives (Note 10) 2,724 5,304 Total capital expenditure 2,724 5,304 Conversion from accruals to cash basis Total capital expenditure on a cash basis 2,724 5,304 Group has no Joint Ventures so there is no joint venture property to disclose in the above. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 83 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Alternative Performance Measures (APMs) (Unaudited) APMs are numerical measures of the Group’s current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Group’s applicable financial framework is IFRS. The directors assess the Group’s performance against a range of criteria which are reviewed by investors as particularly relevant for a closed-end REIT. Discount The discount is the amount by which the share price is lower than the net asset value per share, expressed as a percentage of the net asset value per share. 2025 2024 NAV per Ordinary Share A 83.64p 80.90p Share price B 74.00p 66.00p Discount (A-B)/A 11.52% 18.42% Dividend Cover The ratio of Group’s Adjusted EPS divided by the Group’s dividends payable for the relevant year. 2025 2024 Adjusted EPS A 6.72p 5.99p Dividend per share B 6.20p 5.90p Dividend cover A/B 108.37% 101.53% Dividend Yield The ratio of Group’s annual dividends per share divided by the Group’s share price for the relevant year. 2025 2024 Annual dividends paid A 6.20p 5.90p Share price B 74.00 66.00p Dividend yield A/B 8.38% 8.94% Loan to GAV Loan to GAV measures the value of loans and borrowings utilised (excluding amounts held as restricted cash and before adjustments for issue costs) expressed as a percentage of the combined valuation of the property portfolio (as provided by the valuer) and the fair value of other assets. 2025 2024 Borrowings (£’000) A 41,000 41,000 Total assets (£’000) B 111,161 108,839 Loan to GAV A/B 36.88% 37.67% 84 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Ongoing Charges The ongoing charges ratio is the total for all operating costs expected to be regularly incurred expressed as a percentage of the average quarterly NAVs of the Group for the financial year. 2025 2024 Other operating expenses for the year (£’000) A 1,066 1,066 One-off website costs (£’000) B (16) One-off legal fees (£’000) C (26) (20) Abortive property acquisition costs (£’000) D (2) (62) E=A+B+C+D 1,038 968 Average net assets (£’000) F 66,139 66,436 Ongoing charges ratio E/F 1.57% 1.46% Share Price and Net Asset Value (NAV) Total Return Share price and NAV total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against FTSE EPRA Nareit UK and FTSE Small Cap, respectively. Share price NAV Opening at 30 June 2024 A 66.00p 80.90p Closing at 30 June 2025 B 74.00p 83.64p Return C=(B/A)-1 12.12% 3.38% Dividend reinvestment* D 9.51% 7.76% Total return for the year ended 30 June 2025 C+D 21.63% 11.14% Opening at 30 June 2023 A 64.70p 84.16p Closing at 30 June 2024 B 66.00p 80.90p Return C=(B/A)-1 2.01% (3.87%) Dividend reinvestment* D 9.58% 7.36% Total return for the year ended 30 June 2024 C+D 11.59% 3.49% * Share price total return involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend. NAV total return involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend. Alternative Income REIT PLC | Annual Report & Financial Statements 2025 85 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Glossary Alternative Investment Fund Manager or AIFM or Investment Manager Langham Hall Fund Management LLP. Company Alternative Income REIT PLC. Contracted rent The annualised rent adjusting for the inclusion of rent subject to rent-free periods. Earnings Per Share (‘EPS’) Profit for the period attributable to equity shareholders divided by the weighted average number of Ordinary Shares in issue during the period. EPRA European Public Real Estate Association, the industry body representing listed companies in the real estate sector. Estimated Rental Value (‘ERV’) The external valuer’s opinion as to the open market rent which, on the date of the valuation, could reasonably be expected to be obtained on a new letting or rent review of a property. External Valuer An independent external valuer of a property. The Group’s External Valuer is Knight Frank LLP. Fair value The estimated amount for which a property should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where parties had each acted knowledgeably, prudently and without compulsion. Fair value movement An accounting adjustment to change the book value of an asset or liability to its fair value. FCA The Financial Conduct Authority. Gross Asset Value (‘GAV’) The aggregate value of the total assets of the Group as determined in accordance with IFRS. Gross Passing Rental Income The gross passing rent is the rent roll at the reporting date, taking account of any in-place rent free incentives or step rents on a straight-line basis over the following 12-month period. IASB International Accounting Standards Board. IFRS International financial reporting standards. On 31 December 2020 EU-adopted IFRS was brought into UK law and became UK-adopted international accounting standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board. Investment Adviser or Martley Capital Martley Capital Real Estate Investment Management Limited. 86 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
IPO The admission to trading on the London Stock Exchange’s Main Market of the share capital of the Company and admission of Ordinary Shares to the premium listing segment (now the Closed- ended investment funds category) of the Official List on 6 June 2017. Lease incentives Incentives offered to occupiers to enter into a lease. Typically, this will be an initial rent-free period, or a cash contribution to fit-out. Under accounting rules, the value of the lease incentive is amortised through the Consolidated Statement of Comprehensive Income on a straight-line basis until the lease expiry. Loan to Value (‘LTV’) The value of loans and borrowings utilised (excluding amounts held as restricted cash and before adjustments for issue costs) expressed as a percentage of the combined valuation of the property portfolio (as provided by the valuer) and the fair value of other investments. Net Asset Value (‘NAV’) Net Asset Value is the equity attributable to shareholders calculated under IFRS. Net Asset Value per share Equity shareholders’ funds divided by the number of Ordinary Shares in issue. Net equivalent yield Calculated by the Group’s External Valuers, net equivalent yield is the internal rate of return from an investment property, based on the gross outlays for the purchase of a property (including purchase costs), reflecting reversions to current market rent and items as voids and non- recoverable expenditure but ignoring future changes in capital value. The calculation assumes rent is received annually in arrears. Net Initial Yield (‘NIY’) The initial net rental income from a property at the date of purchase, expressed as a percentage of the gross purchase price including the costs of purchase. Initial yield does not include cost of purchase. Net rental income Rental income receivable in the period after payment of ground rents and net property outgoings. Ordinary Shares The main type of equity capital issued by conventional Investment Companies. Shareholders are entitled to their share of both income, in the form of dividends paid by the Company, and any capital growth. REIT A Real Estate Investment Trust. A company which complies with Part 12 of the Corporation Tax Act 2010. Subject to the continuing relevant UK REIT criteria being met, the profits from the property business of a REIT, arising from both income and capital gains, are exempt from corporation tax. Reversion Increase in rent estimated by the Company’s External Valuers, where the passing rent is below the ERV. Share price The value of a share at a point in time as quoted on a stock exchange. The Company’s Ordinary Shares are quoted on the Main Market of the London Stock Exchange. Weighted Average Unexpired Lease Term (‘WAULT’) The average lease term remaining for first break, or expiry, across the portfolio weighted by contracted rental income (including rent-frees). Alternative Income REIT PLC | Annual Report & Financial Statements 2025 87 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Company Information Share Register Enquiries The register for the Ordinary Shares is maintained by Computershare Investor Services PLC. In the event of queries regarding your holding, please contact the Registrar on 0370 707 1874 or email: web.queries@computershare.co.uk. Changes of name and/or address must be notified in writing to the Registrar, at the address shown below. You can check your shareholding and find practical help on transferring shares or updating your details at www.investorcentre.co.uk. Shareholders eligible to receive dividend payments gross of tax may also download declaration forms from that website. Share Information Ordinary £0.01 shares 80,500,000 SEDOL Number BDVK708 ISIN Number GB00BDVK7088 Ticker/TIDM AIRE Share Prices The Company’s Ordinary Shares are traded on the Main Market of the London Stock Exchange. Frequency of NAV publication The Group’s NAV is released to the London Stock Exchange on a quarterly basis and is published on the Company’s website www.alternativeincomereit.com. Annual and Interim Reports Copies of the Annual and Half-Yearly Reports are available from the Group’s website. Financial Calendar 30 June Year end September Announcement of annual results November Annual General Meeting 31 December Half year end March Announcement of interim results Quarterly dividends are paid in November, February, May and August for each financial year. 88 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Shareholder Information Directors Simon Bennett (independent non-executive chairman) Stephanie Eastment (independent non-executive director) Adam Smith (non-executive director) Property Manager Mason Owen and Partners Limited 7th Floor 20 Chapel Street Liverpool L3 9AG Registered Office The Scalpel 18th Floor 52 Lime Street London EC3M 7AF https://www.alternativeincomereit.com/ Registered in England and Wales No. 10727886 Valuer Knight Frank LLP 55 Baker Street London W1U 8AN Company Secretary Hanway Advisory Limited The Scalpel 18th Floor 52 Lime Street London EC3M 7AF Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE AIFM Langham Hall Fund Management LLP 1 Fleet Place 8th Floor London EC4M 7RA Auditor Moore Kingston Smith LLP 9 Appold Street London EC2A 2AP Depositary Langham Hall UK Depositary LLP 8th Floor 1 Fleet Place London EC4M 7RA Corporate Broker Panmure Liberum Ltd Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY Investment Adviser and Administrator Martley Capital Real Estate Investment Management Ltd The Rookery, 4th Floor 2 Dyott Street London WC1A 1DE Alternative Income REIT PLC | Annual Report & Financial Statements 2025 89 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Notice of Annual General Meeting If you are in any doubt as to what action to take you are recommended to consult your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your ordinary shares in Alternative Income REIT PLC, you should pass this document, together with the accompanying Form of Proxy, to the person through whom the sale or transfer was made for transmission to the purchaser or transferee. ALTERNATIVE INCOME REIT PLC (Incorporated in England and Wales with registered number 10727886) Notice of the Annual General Meeting which has been convened for Monday 10 November 2025 at 10 a.m. at the offices of JTC, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF is set out below. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event not later than 10 a.m. on Thursday 6 November 2025. 90 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
3 October 2025 Dear Shareholder, Notice of Annual General Meeting Alternative Income REIT PLC (the ‘Company’) will be holding its 2025 Annual General Meeting (‘AGM’) at 10.00 a.m. on Monday 10 November 2025 at the offices of JTC, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF. The formal notice of AGM and the resolutions to be proposed are set out on pages 92 to 93 of this document. If you would like to vote on the resolutions, please fill in the Form of Proxy sent to you with this notice and return it to the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible. They must receive it no later than 10.00 a.m. on Thursday 6 November 2025. Recommendation The Board considers that all resolutions contained in this Notice of AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Board unanimously recommends that you vote in favour of the proposed resolutions as the Directors intend to do in respect of their own beneficial holdings. Yours faithfully Simon Bennett Chairman Alternative Income REIT PLC | Annual Report & Financial Statements 2025 91 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Alternative Income REIT PLC (the ‘Company’) will be held at 10 a.m. on Monday 10 November 2025 at the offices of JTC, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF to transact the following business. You will be asked to consider and, if thought fit, approve the following resolutions. Resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions and resolutions 10 to 13 (inclusive) will be proposed as special resolutions. Ordinary Resolutions Report and Accounts 1. To receive the audited financial statements of the Company for the financial year ended 30 June 2025 and the reports of the directors and auditor on those financial statements (‘Annual Report and Accounts’). Directors’ Remuneration Report 2. To approve the Directors’ Remuneration Report (excluding the part containing the Directors’ Remuneration Policy) contained within the Annual Report and Accounts. Directors 3. To re-elect Simon Bennett as a director of the Company. 4. To re-elect Stephanie Eastment as a director of the Company. 5. To re-elect Adam Smith as a director of the Company. Auditor 6. To re-appoint Moore Kingston Smith LLP as independent auditor of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company. 7. To authorise the Audit Committee to determine the auditor’s remuneration. Dividends 8. To approve the Company’s dividend policy to continue to pay four evenly spaced quarterly interim dividends with the ability to pay further interim dividends should compliance with REIT rules require and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval. Director’s authority to allot shares 9. That the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to: a) allot shares of £0.01 each in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £268,333; and b) allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal value of £536,666 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution [9]) in connection with an offer by way of a rights issue to: i. holders of ordinary shares in the Company (‘Ordinary Shares’) in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and ii. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary, and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter. This authority shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority) and shall expire at the end of the next Annual General Meeting of the Company or on 10 February 2027, whichever is earlier, save that under each authority the Company may, before such expiry, make any offers or agreements which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the directors may allot shares or grant such rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of any such offer or agreement as if the relevant authority conferred by this resolution had not expired. Special Resolutions Disapplication of pre-emption rights 10. That, if Resolution 9 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited: a. to allotments for rights issues and other pre-emptive issues; b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £80,500; and Notice of Annual General Meeting continued 92 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
c. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 10 February 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. 11. That if Resolution 9 is passed, the Board be authorised in addition to any authority granted under Resolution 10 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be: a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £80,500 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and b. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre- Emption Group prior to the date of this notice, such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 10 February 2027) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. Authority to purchase own shares 12. That, the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of £0.01 on such terms and in such manner as the directors may from time to time determine, provided that: a) The maximum number of Ordinary Shares hereby authorised to be acquired between the date of this resolution and the date of the Company’s AGM to be held in 2026 shall be 8,050,000 or, if less, that number of Ordinary Shares which is equal to 10% of the Ordinary Shares in issue as at the passing of this resolution; b) the minimum price (exclusive of expenses) which may be paid for any Ordinary Share is £0.01; c) the maximum price (exclusive of expenses) which may be paid for any Ordinary Share is the higher of: i. an amount equal to 105% of the average of the middle market quotations for such Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to be purchased; and ii. the higher of (a) the price of the last independent trade and (b) the highest current independent bid for such Ordinary Share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out; d) this authority shall expire at the end of the next Annual General Meeting or at the close of business on 10 February 2027, whichever is earlier, unless previously renewed, varied or revoked by the Company in general meeting; e) the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which contract would or might require the Company to purchase its Ordinary Shares after such expiry and the Company shall be entitled to purchase its Ordinary Shares pursuant to any such contract as if the power conferred hereby had not expired; and f) any Ordinary Shares bought back under the authority hereby granted may, at the discretion of the directors, be cancelled or held in treasury. Notice period for general meetings other than annual general meetings 13. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice. By order of the Board Hanway Advisory Limited Company Secretary Registered Office: The Scalpel 18th Floor 52 Lime Street London EC3M 7AF (Company Number: 10727886) Alternative Income REIT PLC | Annual Report & Financial Statements 2025 93 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
Explanatory Notes to the Resolutions Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 10 to 13 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. The Board considers that all resolutions contained in the Notice of AGM are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Board unanimously recommends that you vote in favour of the proposed resolutions as the directors intend to do in respect of their own beneficial holdings. Resolutions 8 to 13 inclusive are special business resolutions, and an explanation of each of those resolutions are set out below. Dividends Resolution 8 This resolution is to approve the Company’s dividend policy to continue to pay four evenly spaced quarterly interim dividends per annum. The alternative to declaring them all as ‘interim’ dividends would be to declare three interim dividends with the fourth dividend being proposed as a ‘final’ dividend. However, a declaration of a final dividend would require shareholder approval, which would delay payment of that dividend. To avoid this potential delay, the Company will propose the dividend policy for approval at each Annual General Meeting, enabling the Company to pay all of its dividends as ‘interim’ dividends. Additionally, the dividend policy allows for the payment of further interim dividends should compliance with the REIT rules require. Directors’ authority to allot shares Resolution 9 The purpose of this resolution is to provide the Directors with authority to allot shares. The authority given to Directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 of the Companies Act 2006. The authority in this resolution will allow the Directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £268,333 (26,833,331 Ordinary Shares), which is equivalent to approximately one third of the current issued ordinary share capital of the Company as at 3 October 2025 (being the latest practicable date prior to the publication of this notice). The authority will expire immediately following the Company’s 2026 Annual General Meeting or 10 February 2027, whichever is earlier. The authority in paragraph (b) will allow the Directors to allot new shares or to grant rights to subscribe for or convert any security into shares in the Company only in connection with a pre-emptive rights issue up to an aggregate nominal value of £536,666 (53,666,661 Ordinary Shares), which is approximately two thirds of the Company’s issued share capital as at 3 October 2025 (inclusive of the nominal value of £268,333 sought under paragraph (a) of the resolution). This is in line with corporate governance guidelines. There is no present intention to exercise this authority. Disapplication of pre-emption rights Resolutions 10 and 11 If the directors wish to exercise the authority under Resolution 9 to allot new shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme), company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the directors will need the flexibility to finance business opportunities to allot new shares (or to grant rights over shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion of their holdings. This cannot be done unless the shareholders have first waived their pre-emption rights. Resolution 10 would authorise the directors to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority will be limited to the allotment of shares for cash or sale of treasury shares for cash up to an aggregate nominal value of £80,500, which is equivalent to approximately 10 per cent. of the Company’s issued ordinary share capital as at 3 October 2025 (being the latest practicable date prior to the publication of this notice). Resolution 10 also seeks a disapplication of the pre-emption rights on a rights issue or other pre-emptive issue so as to allow the directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. The Board intends to adhere to the guidance issued by the Investment Association (as updated in February 2023), the Pre-Emption Group’s Statement of Principles (as updated in November 2022) (the ‘Statement of Principles’) and the template resolutions published by the Pre-Emption Group in November 2022. The directors therefore seek an additional authority under Resolution 11 to issue shares for cash on a nonpre-emptive basis up to an aggregate nominal value of £80,500 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which is equivalent to approximately 10 per cent. of the Company’s issued ordinary share capital as at 3 October 2025 (being the latest practicable date prior to the publication of this notice), if used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles. The purpose of this resolution is to provide flexibility to allot shares without first offering them to existing shareholders, where this is considered to be in the best interests of shareholders. Ordinary Shares will only be issued pursuant to these resolutions for cash on a non pre-emptive basis at a premium to the prevailing net asset value at the time of issue (in order to take account of the costs of such issue) and will therefore be non-dilutive to the prevailing net asset value for existing shareholders. If given, the authorities contained in Resolutions 10 and 11 will expire at the conclusion of the 2026 Annual General Meeting or on 10 February 2027 (the date which is 15 months after the passing of the resolution), whichever is earlier. Shareholders will note that Resolutions 10 and 11 also relate to treasury shares. Notice of Annual General Meeting continued 94 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Authority to purchase own shares Resolution 12 In certain circumstances, it may be advantageous for the Company to purchase its own shares and this resolution seeks the authority from shareholders to continue to do so. The directors will continue to exercise this authority only when, in the light of market conditions prevailing at the time, they believe that it is in the best interests of shareholders as a whole and as a means of correcting any imbalance between supply and demand for the shares. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority. Under the Act, the Company can hold its own shares in treasury following a buy back, instead of having to cancel them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 9 above) and provides the Company with additional flexibility in the management of its capital base. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company’s assets may be made to the Company in respect of the treasury shares. If the directors exercise the authority conferred by resolution 13, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue. The resolution specifies the maximum number of Ordinary Shares that may be acquired (approximately 10 per cent. of the Company’s issued ordinary share capital as at 3 October 2025 (being the latest practicable date prior to the publication of this notice)) and the maximum and minimum prices at which they may be bought. The authority sought is in line with the Investment Association’s Share Capital Management Guidelines. There are no warrants or options to subscribe for Ordinary Shares outstanding at 3 October 2025 (being the latest practicable date prior to the publication of this notice). If given, this authority will expire at the conclusion of the 2026 Annual General Meeting or on 10 February 2027 (the date which is 15 months after the date of passing of the resolution), whichever is earlier. The directors intend to seek renewal of this authority at subsequent Annual General Meetings in accordance with current best practice. Notice period for general meetings other than annual general meetings Resolution 13 This resolution is to allow the Company to hold general meetings (other than an Annual General Meeting) on 14 clear days’ notice. The notice period required by the Act for general meetings of the Company is 21 clear days unless: (i) shareholders approve a shorter notice period, which cannot however be less than 14 clear days; and (ii) the Company offers the facility for all shareholders to vote by electronic means. Annual General Meetings must always be held on at least 21 clear days’ notice. The Company intends to give as much notice as is practicable when calling a general meeting. The 15 clear days’ notice period will not be used as a matter of routine, but only in circumstances where it would clearly be to the advantage of shareholders as a whole, the business of the meeting is time-sensitive or flexibility is merited by the nature of the business of the meeting. The approval will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed. Further information about the AGM Right to attend the AGM Only those shareholders registered on the Company’s Register of Members at close of business on 8 November 2025 (or in the event of an adjournment, at close of business on the date which is two working days prior to the adjourned meeting), or their duly appointed proxy shall be entitled to attend and vote at the AGM. Changes to the Register of Members after the deadline shall be disregarded in determining the rights of persons to attend and vote at the AGM. Appointment of a proxy Shareholders are entitled to appoint a proxy to exercise all or any of their rights to vote at the AGM and at any adjournment thereof. A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this notice. To be valid, your Form of Proxy must be received no later than 10 a.m. on 8 November 2025 (or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting). You may return your Form of Proxy using the pre-paid envelope provided or delivered by post or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Amended instructions must also be received by Computershare by the deadline for receipt of Forms of Proxy. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holding (the first-named being the most senior). Appointment of proxy online A proxy may be submitted electronically using www.investorcentre.co.uk/eproxy. Members can use this service to vote or appoint a proxy on-line. The same voting deadline of 48 hours before the timing of the AGM applies as if you were using a personalised proxy form to vote or appoint a proxy by post to vote for you. You will need your Control Number, Shareholder Reference Number (SRN) & PIN which can be found on your Form of Proxy or email notice. CREST members CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent, Computershare Investor Services PLC (ID 3RA50), by the latest time(s) for receipt of proxy Alternative Income REIT PLC | Annual Report & Financial Statements 2025 95 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS GENERAL
appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST). The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). Corporate Representatives Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same Ordinary Shares. Asking questions in advance of the AGM Except as provided above, shareholders who have general queries about the meeting should contact the Company’s Registrar, Computershare, at: www.investorcentre.co.uk/contactus or by telephone on +44 (0) 370 707 1874 or the Company Secretary at the Registered Office address. You may not use any electronic address provided either in this notice or any related documents (including the Chairman’s letter and Form of Proxy), to communicate with the Company for any purposes other than those expressly stated. Shareholders may submit questions to the Board in advance of the AGM by emailing such questions to AIRE.Cosec@jtcgroup.com. Nominated Persons If you are a person who has been nominated under section 146 of the Act to enjoy information rights (Nominated Person): you may have a right under an agreement between you and the member of the Company who has nominated you to have Information Rights (Relevant Member) to be appointed or to have someone else appointed as a proxy for the AGM; if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to exercise of voting rights; and your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you. Website publication of audit concerns Pursuant to Chapter 5 of Part 16 of the Act (sections 527 to 531), where requested by a member or members having a right to vote at the AGM and holding at least 5% of total voting rights of the Company, or at least 100 members having a right to vote at the AGM and holding, on average, at least £100 of paid up share capital, the Company must publish on its website a statement setting out any matter that such members propose to raise at the AGM relating to audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are to be laid before the AGM. The request: may be in hard copy form signed by the member, stating the full member’s name and address and should be sent to the Company Secretary, Hanway Advisory Limited, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF or in electronic form stating the member’s full name, address, and shareholder reference and should be sent to AIRE.Cosec@jtcgroup.com stating ‘AGM’ in the subject field; must identify the statement to which it relates, either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; must be authenticated by the person or persons making it; and must be received by the Company at least one week before the AGM. Where the Company is required to publish such a statement on its website, it will not require the members making the request to pay any expenses incurred by the Company in complying with the request, and will forward the statement to the Company’s Auditor no later than the time the statement is made available on the Company’s website. The Company’s response to any statement will be dealt with as part of the business of the AGM. Total Voting Rights As at 3 October 2025 (being the latest practicable date prior to the publication of this notice), the Company’s issued share capital consisted of 80,500,000 Ordinary Shares of £0.01 each. The Company does not hold any shares in treasury. Therefore, the total voting rights in the Company as at 3 October 2025 are 80,500,000 Ordinary Shares. Website A copy of this notice, and other information required by section 311A of the Act, can be found at: https://www.alternativeincomereit.com. Inspection of documents The following documents will be available for inspection at the Company’s registered office from the date of this notice during usual business hours on any weekday (Saturdays, Sundays and bank holidays excluded) until the date of the meeting and also on the date and at the location of the meeting from 15 minutes before the AGM until it ends: copies of letters of appointment of the non-executive directors; copies of the articles of association; and register of directors’ interests. Notice of Annual General Meeting continued 96 Alternative Income REIT PLC | Annual Report & Financial Statements 2025
Registered address Alternative Income REIT PLC 18th Floor, the Scalpel, 52 Lime Street, London EC3M 7AF