REG - DCI Advisors Ltd - Annual Financial Report
31/12/2025 13:30
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RNS Number : 3541N DCI Advisors Limited 31 December 2025
DCI Advisors Ltd
("DCI") or the ("Company")
Final Results and Publication of the audited Annual Report for the 18-month
period ended 30 June 2025
The Company is pleased to announce its final audited results for the 18-month
period ended 30 June 2025.
Copies of the Annual Report and Accounts will be posted to shareholders today
and made available on the Company's website at: www.dciadvisorsltd.com
(http://www.dciadvisorsltd.com/)
Enquiries
DCI Advisors Ltd
Nicolai Huls / Nick Paris, Managing Directors nick.paris@dciadvisorsltd.com (mailto:nick.paris@dciadvisorsltd.com)
+44 (0) 7738 470550
Cavendish Capital Markets Limited (Nominated Adviser & Broker)
Jonny Franklin-Adams / Edward Whiley (Corporate Finance)
Pauline Tribe (Sales) +44 (0) 20 7220 0500
FIM Capital Limited (Administrator) llennon@fim.co.im (mailto:llennon@fim.co.im) / noxley@fim.co.im
(mailto:noxley@fim.co.im)
Lesley Lennon / Nick Oxley (Corporate Governance)
CHAIRMAN'S STATEMENT
For the 18-month period ended 30 June 2025
Dear Shareholders,
I am pleased to report the DCI Advisors Ltd (the "Company") and its
subsidiaries (together, "the Group" or "DCI") results for the 18-month period
ending 30 June 2025.
Financial Year-End Changes
In December 2024 DCI announced a change in the financial year end from 31
December to 30 June hence the 18-month period. Going forward, the next
unaudited interims for the 6-month period to 31 December 2025 will be
published by 31 March 2026 and the annual audited accounts for the 12-month
period to 30th June 2026 by 31 December 2026.
Summary of Financial Performance
At the 30 June 2025 financial period end, the Net Asset Value ("NAV") of the
Group measured as the equity attributable to owners of the Company was
€111.2 million (31 December 2023: €126.4 million) representing a decrease
of 12% compared to 31 December 2023. The net loss for the 18-month period,
after tax attributable to the owners of the Company, was €15.2 million (31
December 2023: €14.3 million gain) and this principally related to the loss
that we crystallised on selling our interest in Aristo Developers.
As at 30 June 2025, the Group had three principal liabilities:
€12.0 million owed under the redeemable preference share agreement signed
with our joint venture partner at the Kilada investment level;
€4.9 million owed to PBZ Bank, the Croatian lender to the Livka Bay
investment; and
€4.3 million owed to shareholders in respect of working capital loans
received prior to and throughout the reporting period.
Consistent with other AIM-listed companies, DCI's share price is quoted and
trades in sterling. Based on the financial statements, the Group's NAV per
share decreased from approximately €0.14 to €0.12 over the 18-month period
since 31 December 2023. Converted into sterling at the prevailing exchange
rate of €1 = £0.85, this equates to a decrease from about 12p to 10p. On 30
June 2025, DCI had a market capitalisation of approximately £43.3 million,
compared with an adjusted NAV of approximately £109 million (converted from
€128.3 million, which comprises total equity of €115.9 million plus
deferred tax liabilities of €12.4 million), representing a discount to
adjusted NAV of around 60%. The Directors believe that the discount has been
caused by the uncertainty created by the past performance of the Company and
the lack of certainty on the realisable value of the Company's assets.
However, all of the assets are being marketed for sale and they believe that
as more of them are sold, the Company's share price will respond positively
and the discount should reduce.
Asset Sales
The Board was delighted to announce in February 2025 that, as part of the
Group's realisation strategy, DCI agreed to sell its entire 47.93% stake in
DCI Holdings Two Limited ("DCI H2") - representing interests in Aristo
Developers and Venus Rock Estates in Cyprus (commonly referred to as the
Aristo Developers sale)- for a total consideration of €31.1 million,
comprising €27.6 million in cash (payable in staged tranches), approximately
€12.8 million in fully permitted residential land plots transferred in May
2025, and €3.5 million relating to the Venus Rock interest, subject to
Cypriot tax clearance in cash and €3.5 million relating to the Venus Rock
interest.
In July 2025, Contracts of Sale were signed for the sale of 27 land plots at
Apollo Heights, Paramali, Cyprus, for €7.5 million (vs. NAV €5.6 million).
The Company received 30% of the sale price on signing, with the balance
payable on completion.
The failure of the Livka Bay sale in Croatia was, understandably, a
disappointment for all concerned but the Board hopes to make significant
progress in selling this asset in 2026.
Finally, but very significantly, the second half of 2025 saw the start of the
sales process for The Kilada Golf & Country Club in Greece in conjunction
with Savills Greece. This has already produced a positive response from
numerous interested parties.
Asset sale proceeds have so far been used to pay back shareholder loans and
settle trade creditor bills particularly from the construction of the golf
course at Kilada but we do believe that the Company is near to the point where
it will have surplus capital. The Managing Director's report will expand on
all the above asset sales and on the other DCI investments.
Non-Executive Director Changes
There have been numerous Board changes both during and post the reporting
period.
In November 2024, at the request of DCI's major shareholder, Almitas Capital
LLC ("Almitas") the Board appointed Gerasimos Efthimiatos as a
non-independent, non-executive director.
A few weeks later, Almitas then requisitioned an EGM to appoint, DCI's former
Chairman, Martin Adams back on to the Board. After several postponements the
EGM was held on 10 October 2025 with Martin duly being reappointed (also on a
non-independent non-executive basis).
Shortly after the EGM we also appointed Nikiforos Charagionis to the Board. At
the same time, Gerasimos ceased to be a director in the Company. Nikiforos has
been known to the the Company personally for some time in relation to various
DCI asset sales. We will benefit from his extensive knowledge of the Greek and
Cypriot property markets. Nikiforos was also suggested as a suitable
non-executive director by another significant DCI shareholder, Fortress
Investment Group, and he is also deemed to be non-independent.
I would like to thank Gerasimos for his time and help during his tenure. We
very much look forward to working with Martin and Nikiforos going forward.
Dolphin Capital Partners (DCP) Settlement
On 12 September 2025 the Directors of the Company were pleased to announce
that the Company had reached a global, comprehensive, confidential settlement
with its former investment manager, Dolphin Capital Partners Ltd ("DCP"),
bringing all outstanding legal proceedings between the parties, and their
related parties to a close.
In connection with this settlement, the Company received a cash payment and
DCP received certain assets. The net positive impact on the Group's NAV
(equity attributable to owners of the Company) was approximately €4.2
million. The global settlement agreement represented a constructive and
value-enhancing outcome for both DCI and DCP allowing each to focus on their
strategic priorities going forward.
Thank you again to all of the Company's shareholders and our service providers
for their support. The Board looks forward to announcing further progress on
asset sales in due course and an early return of surplus capital to
shareholders.
Sean Hurst
Chairman
DCI Advisors Ltd
31 December 2025
MANAGING DIRECTORS' REPORT
For the 18-month period ended 30 June 2025
Managing Directors' Report
Your Managing Directors are pleased to present this update on the Group's
progress during 2024-2025, a period marked by meaningful achievements across
our diverse portfolio and continued advancement toward delivering shareholder
value.
As a specialist group holding a range of complex and illiquid land assets, the
Board has worked diligently to address historical challenges while positioning
the business for long-term success. Over the reporting period, key asset sales
have been concluded, the strategic restructuring of the portfolio has advanced
significantly, and the Group now stands closer than ever to the return of
capital to shareholders.
Strong Progress on Asset Realisations
During 2025, the Group achieved over €45 million in agreed transaction
values, the highest annual total since the implementation of the Group's
realisation strategy in December 2016. Approximately €33 million of this
value represents cash proceeds, with the remainder comprising land transferred
to DCI as part of the Aristo Developers sale transaction.
By the end of June 2025, total cash inflows had reached approximately €17
million, of which €3.2 million was placed in escrow whilst awaiting tax
clearances in Cyprus. Since their appointment just over four years ago, the
Managing Directors have overseen more than €63.6 million in transactions,
including the successful sale of One&Only at Kea Island (OOKI) which was
arranged by our former Investment Manager.
These transactions collectively mark an important milestone, positioning the
Group to make its first shareholder distribution since inception, subject to
the collection of final cash receipts and ongoing commitments relating to debt
reduction, tax settlements, and the continuing development of the Kilada Golf
& Country Club.
Aristo Developers Ltd, Cyprus
In February 2025, the Company announced the sale of its entire stake in DCI
Holdings Two Limited ("DCI H2")-comprising its 47.93% holding in Aristo
Developers and its Class A Preferred 18.60% interest in Venus Rock
Estates-for a total consideration of €31.1 million although the carrying
value of these assets was €42 million in aggregate based on valuation
decisions taken by previous Directors in 2016 . Under the SPA, this is split
into €27.6 million in cash (paid in three tranches totalling €14.8
million) and €12.8 million via the transfer of three fully‑permitted
residential land parcels in Paphos.
The first cash tranche of €4.6 million was received on signing (21 February
2025), followed by the transfer of the Paphos land plots valued at €12.8
million in May 2025. These plots are fully permitted and are being marketed
for sale, with early interest already received.
The second cash tranche of €4.1 million was paid on 21 May 2025, with €3.2
million held in escrow until December 2026 pending completion of any residual
liability postings. A final payment of €6.1 million is contracted following
receipt of the required tax certificates, which are progressing positively
through the Cyprus tax system. The remaining €3.5 million from the Venus
Rock transaction is likewise expected upon completion of the tax process.
Shareholders should note that obtaining tax clearances in Cyprus for
long‑held assets is a complex and time‑variable process, though we are
working diligently with our local advisors to expedite these certifications.
Apollo Heights, Cyprus
In a further success, the Group agreed the sale of its Apollo Heights
landholding in Paramali, Cyprus, for €7.5 million, a price significantly
above the asset's carrying value. A €2.25 million (30%) cash deposit has
been received, with completion anticipated following confirmation of the
Company's tax position. This transaction underlines the Group's continued
momentum in realising value across its portfolio.
Livka Bay, Croatia
While the planned 2024 sale of Livka Bay did not proceed due to external
financing constraints by the buyer, market interest in the asset remains
strong. Colliers has been reappointed to lead the sales process, and renewed
marketing efforts are underway. The asset's strategic location and development
potential should continue to attract interest from high-quality investors and
developers.
The Kilada Golf & Country Club, Greece
Kilada remains the Group's flagship development and a key driver of long-term
value creation for the Company's shareholders. The progress achieved is a
testament to the dedication of our local team, partners, and contractors,
whose professionalism and perseverance have been instrumental.
The Kilada Golf & Country Club, Greece (continued)
Since 2023, the Group has invested approximately €11 million in the project,
including €1.2 million in 2025 and an additional €1.9 million used to
repay a joint venture loan. Significant development milestones have been
reached, with 95% of the golf course area cleared for construction, government
grant funding of €1.5 million approved, and further grant disbursements
expected over the coming year.
Construction progress is encouraging: nine holes of the golf course are
grassed and playable, with several others prepared for grassing. Structural
works for the clubhouse are well advanced, and discussions are ongoing with a
world leading five-star hotel operator to support financing and future
operations.
DCI is also now working with Savills Greece, which has already initiated
outreach to potential buyers and investors for the Kilada project. The
marketing and sales process is well underway, targeting both domestic and
international investors. The Executive Directors are confident that Kilada's
maturity, scale, and distinctive positioning within the booming Mediterranean
resort market will continue to attract strong interest and support a
successful sale transaction.
Other Greek Assets
Constructive discussions continue with the Greek Church regarding Lavender
Bay, aimed at reaching a mutually beneficial resolution to historical
ownership matters. For the remaining Greek assets, Plaka Bay and Scorpio Bay,
Savills will support DCI in evaluating market opportunities and preparing for
future exits.
Operational Efficiency and Cost Management
Disciplined financial management remains a cornerstone of the Group's
approach. Equity attributable to the Company's shareholders remained stable at
€111 million as of the period-end. Professional fees, investment manager and
directors' remuneration have been reduced from €6 million in 2021 to €3.8
million in 2024, a 37% reduction, with total administrative and professional
costs falling by 27% over the same period. During first six months of 2025
administrative and professional costs were stable compared to 2024, but this
figure will fall significantly now that a resolution has been reached to the
legal dispute with our former Investment Manager. Our priority for the coming
year is to reduce administrative and professional costs at the holding company
level by a further 25-30%, delivering substantial savings.
The successful re-domiciliation of the Company to Guernsey has enhanced
governance efficiency and positioned the Company to manage capital returns
effectively. With many legacy matters now resolved, the Board expects further
cost reductions and operating efficiencies as the portfolio continues to be
streamlined.
Financial Position
Since becoming self-managed in March 2023, the Group's operations have been
supported by shareholder loans totalling €6.4 million, of which €4.3
million remained outstanding at the end of June 2025 and these loans are
expected to be repaid as they reach their maturity dates throughout 2026.
During 2025, the Company has repaid approximately €5.7 million through a
combination of loan repayments €2.4 million and reductions in outstanding
payables €3.3 million. The remaining balances are scheduled for repayment in
2026.
The Board extends its sincere gratitude to all shareholders and service
providers for their continued support, patience, and confidence in the Group's
strategy during this transition period.
The €3.95 million bank loan plus interest owed on Livka Bay is expected to
be repaid soon and the mortgage on the land lifted.
Legal and Governance Updates
The Company has made substantial progress in resolving legacy legal matters
since 2023, resulting in a significantly stronger legal and governance
position. Legal expenses have been carefully managed, with costs reduced by
nearly 40% in the 18-months ended 30 June 2025 compared to the prior year.
Having the settlement with DCP in place will reduce the legal fees
significantly going forward and will put DCI in a position of strength whereby
all of our energy can be put into monetising assets for its shareholders
During the period, the Company changed its auditors to Grant Thornton Limited,
Guernsey reflecting the move of the Company to that jurisdiction and their
first audit report is contained in this Report and Accounts.
In addition, we changed the valuers of our land to Axies SA Chartered
Surveyors and Valuers (CBRE) in this period in order to get a fresh
perspective on the values of our land.
Outlook: Continuing Momentum Toward Shareholder Returns
With the Aristo Developers and Apollo Heights transactions nearing completion
and Kilada now in its marketing phase, DCI is now well placed to move toward
its first distribution of capital to shareholders. Discussions relating to
Lavender Bay and other portfolio assets further strengthen the pipeline of
potential realisations.
Shareholders should understand that the Company operates in three different
countries each of which has its own market dynamics for development land
similar in size and location to the ones that it owns. Sales of such land does
take time in order to achieve sensible and not fire sale prices as does the
sale completion process involving detailed due diligence on land titles by the
buyers and obtaining appropriate tax clearances for any sales. During this
process, the Company has to continue to operate the SPV companies that hold
the land and therefore it will always need to have access to a certain amount
of working capital. Whilst such finance has been difficult to obtain in the
last few years, continual cost cutting and the receipt of cash proceeds from
asset sales and the DCP settlement this year has put the Company in a better
funded situation.
The Executive Directors would like to thank shareholders for their continued
confidence and support as the Group enters this next and most promising phase
of its realisation strategy.
Thank you for your continued support.
Nicolai Huls & Nick Paris, Joint Managing Directors
31 December 2025
DIRECTORS' REPORT
For the 18-month period ended 30 June 2025
The Directors present their report together with the consolidated financial
statements of the Company and its subsidiary undertakings (together the
"Group") for the eighteen-month period ended 30 June 2025.
Principal Activities
The principal activity of the Group is the realisation of the beachfront
properties owned by it in the Eastern Mediterranean - Greece, Cyprus and
Croatia.
Change in year end
As a result of the delays in publishing the audited Annual Report for the year
ended 31 December 2023, the Company changed its year end from 31 December to
30 June hence the current eighteen-month reporting period to 30 June 2025.
Business Review for the period and Future Developments
The consolidated statement of profit or loss and other comprehensive income
for the period ended 30 June 2025 and the consolidated statement of financial
position as at 30 June 2025 are set out on pages 21 and 22 of the annual
report. The assets of the Group are principally development properties, and
these are valued at our accounting period end. The Directors are responsible
for the valuations and were assisted in their assessment by external valuers
in each relevant country at the financial period end to arrive at a current
value of those properties.
A review of the development and performance of the Group and of expected
future developments has been set out in the Chairman's Statement and the
Manging Directors' Report.
No dividends were declared or paid during the period ended 30 June 2025 (2023:
Nil).
Principal Risks and Uncertainties
The Group's business is the realisation of property owned by it in the Eastern
Mediterranean. Its principal risks are therefore related to the property
market in these countries in general, and the particular circumstances of the
property development projects that it is undertaking.
The Directors seek to mitigate and manage these risks through continual
review, policy setting and enforcement of contractual rights and obligations.
They also regularly monitor the economic and investment environment in the
countries that the Group operates in and regularly review the management of
the Group's property development portfolio.
Directors
The Directors of the Company who held office throughout the financial year and
up to the date of this report were as follows:
· Martin Adams - Appointed 14 October 2025
· Nikiforos Charagkionis - Appointed 11 October 2025
· Sean Hurst
· Nicolai Huls
· Nick Paris
· Gerasimos Efthimiatos - Ceased 10 October 2025
On 16 May 2025, Alexis Anastasiou was appointed as an Alternative Director to
Nick Paris.
As of 30 June 2025, Sean Hurst was an independent non-executive Director and
Martin Adams and Nikiforos Charagkionis were considered to be non-independent
non-executive directors.
Directors' remuneration during the eighteen months ended 30 June 2025
The Directors remuneration details during the period of this report were as
follows:
Director
Directors' fees
for
18-month period
(€)
Sean Hurst
112,540
Nicolai Huls
358,333
Nick Paris
358,333
Gerasimos Efthimiatos
37,562
Martin Adams
-
Nikiforos Charagkionis
-
Directors' interests
The interests of the Directors in the Company's shares as at 30 June 2025 were
as follows:
Director Number of Common Shares of
€ 0.01 each held
Sean Hurst 475,000
Nicolai Huls
- direct shareholding (director of Discover Investments Company) * 775,000
Nick Paris
- direct shareholding 1,634,487
* Nicolai Huls is also a director of Discover Investment Company which owns
30,026,849 shares and which had provided two shareholder loans totaling
€700,000 to the Company during the period and a further loan of €400,000
on 22 August 2025 and these have all now been repaid. Nick Paris has also
provided three shareholder loans of €225,000 during the period.
Substantial Shareholders
The Directors are aware of the following direct and indirect interests
comprising more than 3% of the issued share capital of the Company as at 30
December 2025, which is the latest practicable date before the publication of
this report:
Number of Percentage of
Common Shares held issued Share Capital (%)
Almitas Capital LLC 180,443,478 19.95
Mr. Lars Ernest Bader 92,925,600 10.27
Fortress Investment Group 89,922,801 9.94
Peter Gyllenhammar AB The Union Discount Company of London Ltd 70,000,000 7.74
Progressive Capital Partners Ltd 53,787,814 5.95
Terra Partners Asset Mgt Ltd 53,736,687 3.32
Discover Investment Company* 30,026,849 3.32
*Nicolai Huls is a Director of Discover Investment Company
CORPORATE GOVERNANCE STATEMENT
For the 18-month period ended 30 June 2025
Statement of compliance with the Quoted Companies Alliance Corporate
Governance Code (the "QCA statement")
Introduction from the Chairman
The Board of DCI (the Board or the Directors) fully endorses the importance of
good corporate governance and applies the QCA Corporate Governance Code, first
published in April 2018 by the Quoted Companies Alliance (the "QCA Code"),
which the Board believes to be the most appropriate recognised governance code
for a company of the Company's size with shares admitted to trading on the AIM
market of the London Stock Exchange. This is a practical, outcome-oriented
approach to corporate governance that is tailored for small and mid-size
quoted companies in the UK, and which provides the Company with the framework
to help ensure that a strong level of governance is maintained.
As Chairman, I am responsible for leading an effective board, fostering a good
corporate governance culture, maintaining appropriate open communications with
all shareholders and ensuring appropriate strategic focus and direction for
the Company. The Board is also supported by an Audit Committee and a
Nomination and Corporate Governance Committee.
Notwithstanding the Board's commitment to applying the QCA Code, we will not
seek to comply with the QCA Code where strict compliance in the future would
be contrary to the primary objective of delivering long-term value for our
shareholders which in our case is to realise all of the Company's assets and
return surplus capital to shareholders. However, we do consider that following
the QCA Code, and a framework of sound corporate governance and an ethical
culture, is conducive to long-term value creation for shareholders.
All members of the Board believe strongly in the importance of good corporate
governance to assist in achieving objectives and in accountability to our
shareholders. In the statements that follow, the Company explains its approach
to governance in more detail.
The QCA Code identifies 10 principles that are considered appropriate
arrangements and asks companies to disclose how the companies apply each
principle. Our compliance with these 10 principles is set out below.
Principle 1: Establish a purpose, strategy and business model which promote
long-term value for shareholders
The Company's investment policy is to realize all its portfolio assets in a
controlled, orderly, and timely manner. The strategy of the Group, which was
approved by the Company's shareholders in an Extraordinary General Meeting
held on 22 December 2021 (the "EGM"), was set out in detail in the EGM
circular dated 2 December 2021 (the "Circular"), specifically the investing
policy and realisation strategy is defined in paragraph 4 of Part 4 of the
Circular which is available to view at: www.dciadvisorsltd.com
(http://www.dciadvisorsltd.com) . On 20 March 2023, the investment management
agreement with our Investment Manager was terminated and the Company became
self-managed, but the investment policy remained unchanged. On 23 December
2024, the Company was migrated from the British Virgin Islands to Guernsey
where it is now domiciled. It is now subject to rules and regulations relating
to companies that apply in Guernsey and also to the UK Takeover Code as it
covers companies registered in Guernsey.
The Company strategy is shaped and formulated by the Board in regular
discussions with the Managing Directors, who then implement the Board's
decisions. The Company's assets were managed by Dolphin Capital Partners
Limited ("DCP"), an investment management company incorporated in February
2005, until their Investment Management Agreement was terminated on 20 March
2023. At that time the Group became self-managed with the two Managing
Directors taking the executive responsibility for managing the Company. The
Board is the Company's decision-making body, approving or disapproving each
investment and divestment proposed by the Managing Directors. The Board is
responsible for acquisitions and divestments, major capital expenditures and
focuses upon the Company's long-term objectives, strategic direction, and
distributions policy. The Managing Directors are responsible for implementing
this strategy and for generally managing and developing the business. Changes
in strategy require approval from the Board and the Realisation Strategy can
only be changed by Shareholders.
The key challenges and risks that the Realisation Strategy presents relate to
the fact that all of the Company's investments are illiquid, and there can be
no assurance that the Company will be able to realise financial returns on
such investments in a timely manner. Other risks include those associated with
the general economic climate, local real estate conditions, changes in supply
of, or demand for, competing properties in an area, energy and supply
shortages, various uninsured or uninsurable risks. As a result, a downturn in
the real estate sector or the materialisation of any one or a combination of
the aforementioned risks could materially adversely affect the Company and the
implementation of the investment policy.
In order to mitigate the above risks, the Board and the Managing Directors,
working with the Company's advisers, will continue to explore the best manner
in which the divestment of the Company's portfolio can be achieved on an
asset-by-asset basis, in the light of prevailing market conditions and
circumstances, in order to maximise returns to shareholders. Moreover, in
order to preserve the financial resources of the Company, the allocation of
any additional capital investment into any of the Company's projects will be
substantially sourced from joint venture agreements with third party capital
providers and project level debt and with the sole objective of enhancing the
respective asset's realisation potential and value.
Principle 2: Promote a corporate culture that is based on ethical values and
behaviours
Throughout DCI, culture has significant impact on behaviors, risk management
and ultimately performance. The Board is responsible for defining the desired
culture, delegating the embedding of culture in operations in the Company and
then overseeing and monitoring the result. The Board seeks to maintain the
highest standards of integrity and probity in the conduct of the Company's
operations. An open culture is encouraged within the Company, with regular
communication with shareholders.
The Board believes that if an organization wants to create a culture of
ethical conduct, they must be sure that its members have the tools that they
need to do so. These include adequate and appropriate training, consultation,
modeling, legal advice and supervision. These tools also include being able to
bring internal and external experts into the organization in order to engage
staff at all levels of training and problem solving as well.
The Company has made investments in projects that seek to make a contribution
to the development of communities in which they are located. In planning its
activities, the Board will give consideration to evaluating the social impact
of proposed developments with a view to promoting where possible local
employment and the delivery of other local benefits; and mitigating negative
impacts to the extent possible.
The Company promotes and supports the rights and opportunities of all people
to seek, obtain and hold employment without discrimination.
The Company is also committed to being honest and fair in all its dealings
with partners, contractors and suppliers. Procedures are in place to ensure
that any form of bribery or improper behavior is prevented from being
conducted on the Company's behalf by investee companies, contractors and
suppliers. Robust systems are in place to safeguard the Company's information
entrusted to it by investee companies, contractors and suppliers, and these
seek to ensure that it is never used improperly.
In order to comply with legislation or regulations aimed at the prevention of
money laundering, the Company has adopted anti-money laundering and
anti-bribery procedures.
Principle 3 : Seek to understand and meet shareholder needs and expectations
The Company has a diverse shareholder base, and it is committed to engaging
and communicating openly with its shareholders to ensure that its strategy,
business model and performance are clearly understood. All Board members have
responsibility for shareholder liaison, but queries are primarily delegated to
the Company's advisors or Managing Directors in the first instance or to the
Company's Chairman.
Contact details for the Company's advisors are contained on the Company's
website www.dciadvisorsltd.com (http://www.dciadvisorsltd.com) .
Additionally, shareholders can get in touch by sending an e-mail to the
Company's administrator, FIM Capital Limited ("FIM") at
corporate.governance@fim.co.im (mailto:corporate.governance@fim.co.im) .
The Board, together with the Managing Directors, are responsible for
implementing the Realisation Strategy to sell all assets that was approved by
the shareholders at the EGM on 23 December 2021.
Throughout the year, the Board has regular dialogue with institutional
investors, providing them with such information on the Company's progress as
is permitted within the guidelines of the AIM Rules, Market Abuse Regulations
and requirements of the relevant legislation. Twice a year, at the time of
announcing the Group's interim and full-year results, the Company schedules a
round of investor calls with its shareholders to update them on developments
and to receive feedback and suggestions from them.
Commencing in 2022, the Company has held an Annual General Meeting each year
("AGM"). This provides investors the opportunity to enter into dialogue with
the Board and for the Board to receive feedback and take action if and when
necessary. The results of the AGM are subsequently announced via an RNS
announcement and are published on the Company's website.
In 2024, the Board consulted shareholders on the migration of the Company from
the British Virgin Islands to Guernsey which took place in December 2024 and
the introduction of a mechanism to return surplus capital to shareholders by
means of compulsory redemptions of shares following the declaration by the
Directors of the intention to distribute capital. Details of these changes can
be found on its website at: www.dciadvisorsltd.com
Principle 4: Take into account wider stakeholder interests, including social
and environmental responsibilities, and their implications for long-term
success
Corporate social responsibility ("CSR") is a cornerstone of the Company's
culture. The Board is responsible for the social and ethical frameworks at DCI
and the Company is committed to transparency with its approach and business
and welcomes interaction with all stakeholders and the local communities.
The Board is aware that engaging with its stakeholders strengthens
relationships, assists the Board in making better business decisions and
ultimately promotes the long-term success of the Company. The Group's
stakeholders include shareholders, members of staff of underlying companies
and of Advisors and other service providers, suppliers, auditors, lenders,
regulators, industry bodies and the communities surrounding the locations of
its investments.
DCI is now an internally managed company. The Board as a whole is responsible
for reviewing and monitoring the parties contracted to the Company, including
their service terms and conditions. The Audit Committee supports Board
decisions by considering and monitoring the risks facing the Company. The
Board does not believe that climate risks pose an immediate challenge to the
Company and its assets although it does monitor the possibility of water
shortages in both Greece and Cyprus.
The Board is regularly updated on wider stakeholder views and issues
concerning its projects, both formally at Board meetings and informally
through ad hoc updates. Engagement in this manner enables the Board to receive
feedback and better equips them to make decisions affecting the business. The
goal is to deliver value for our stakeholders while in parallel to contribute
in meaningful ways to the local economies, societies, and environments where
DCI invests.
The Company's Corporate Social Responsibility statement can be viewed on it's
website at: www.dciadvisorsltd.com (http://www.dciadvisorsltd.com) .
Principle 5: Embed effective risk management, internal controls and assurance
activities, considering both opportunities and threats, throughout the
organisation
Ultimate responsibility for the process by which risk in the business is
managed rests with the Board. The Managing Directors are required to enforce
the risk management framework adopted by the Company and report its
effectiveness to the Board. The respective risks and processes to implement
risk management are reviewed bi-annually when the Interim and Annual accounts
are prepared.
The principal risks and uncertainties facing the Group, as well as mitigating
actions, are set out in this Report. These risks are reviewed by the Audit
Committee, whose role is to provide oversight of the financial reporting
process, the audit process, the system of internal controls, overall
compliance with laws and regulations and review the budgetary process. The
Audit Committee is currently chaired by Nick Paris and its other member is
Nicolai Huls; as both individuals are Executive Directors, steps are being
taken to change the composition of the Committee by Q1 2026. The current
composition has remained in place until the approval of these financial
statements to ensure continuity and accountability for the period under
review. The Audit Committee also monitors the independence of the Group's
auditors. In 2025, the Company changed auditors from KPMG who had audited the
Group since it launched in December 2005 to Grant Thornton Limited and the new
auditors are auditing the Report and Accounts for the Group for the 18-months
ended 30.6.25. They also approved a change of valuers to CBRE for these
accounts.
The Company's Directors comply with Rule 21 of the AIM Rules relating to
directors' and applicable employees' dealings in the DCI's securities.
Accordingly, DCI has adopted an appropriate Share Dealing Code for Directors
The Company does not have an Investment Committee as, in accordance with its
Realisation Strategy, it is not proceeding to make any investments into new
projects. All divestments are approved by the Board.
Principle 6: Establish and maintain the Board as a well-functioning, balanced
team led by the Chairperson
The Board has five members comprising of an independent non-executive Chairman
Mr Sean Hurst, two Managing Directors Mr. Nick Paris and Mr. Nicolai Huls and
Mr Martin Adams and Mr Nikiforos Charagkionis who were appointed as
non-independent non-executive Directors. The QCA code recommends that
independent non-executive Directors should comprise at least half of the Board
and that as a minimum there should be two independent non-executive Directors
but this is not currently possible as two major shareholders have put forward
one person each to serve as non-executive Directors and these two people have
been classified as non-independent by the remainder of the Board.
The Board does not believe that it is necessary to nominate a senior
independent director as recommended by the QCA code as Sean Hurst, the
Chairman of the Board is the only independent non-executive Director and he is
already the main point of contact for shareholders. The Directors also believe
that a small company like DCI with a five-person Board of Directors does not
need a senior independent director.
Any Director who is appointed to his/her position by the Board will stand for
re-election by shareholders at the next Annual General Meeting ("AGM")
following their appointment. In accordance with the terms of the Company's
Articles of Association, all Directors stand for re-election by shareholders
at an AGM every 3 years. This differs from the recommendation in the QCA code
where it states that all directors should stand for re-election at the AGM
every year but the Board believes that given the specialist nature of the
Company and its assets it needs to secure the tenure of each Director for
longer than one year in order to protect the interests of shareholders.
In order to maintain stability, as the Company no longer has an investment
manager, two of the non-executive Directors took on the day-to-day roles and
responsibilities of managing the operations and assets and asset disposals of
the Company which were previously done by the Investment Manager, therefore
becoming Managing Directors on 20 March 2023. The Board continues to
review its structure in order to provide what it considers to be an
appropriate balance of experience and skills. Board meetings are held on a
frequent basis, in person where possible, with additional online meetings held
as required.
All Directors receive regular and timely information regarding the operational
and financial performance of the Company. Relevant information is circulated
to the Directors in advance of the Board meetings. All Directors have direct
access to the advice and services of the Company's advisors and are able to
receive independent professional advice in the furtherance of their duties, if
necessary, at DCI's expense.
12 formal Board meetings (including Board calls) were held in the period
during 2025. A summary of Board and Committee meetings attended in the
18-months to 30 June 2025 is set out below:
Board Meetings Audit Committee Nomination & Corporate Governance Committee
Director Attended Eligible Attended Eligible Attended Eligible
Mr S Hurst 11 12 n/a n/a
Mr N Huls 11 12 2 2 n/a n/a
Mr N Paris 12 12 2 2 n/a n/a
Mr G Efthimiatos* 7 9 - - n/a n/a
*Mr Gerasimos Efthimiatos was appointed a Director on 15 November 2024 and
removed on 10 October 2025
Mr Martin Adams resigned as a Director on 10 February 2023 and was
re-appointed on 14 October 2025.
Mr Milton Kambourides was removed as a Director on 18 March 2023
Mr Nikiforos Charagkionis was appointed as a Director on 11 October 2025.
The biographical details of all the Directors can be viewed on the Company
website: www.dciadvisorsltd.com. Sean Hurst is an experienced investor in
closed end funds who has served as a non-executive Director or Chairman of
several closed end funds in realisation mode. Martin Adams has served as a
non-executive Director or Chairman of a number of closed end funds in
realisation mode. Nikiforos Charagkionis has significant experience of
investing in and managing real estate in Greece and Cyprus. Nicolai Huls and
Nick Paris have extensive experience of analysing and investing in closed end
funds particularly those in realisation mode and Nick Paris has been a
non-executive Director or Chairman of a number of such funds.
The Directors skills are kept up to date by attending seminars, conferences
and specialized courses from advisers as well as personal reading into the
subjects of real estate management and development and corporate finance. The
Directors also receive ad hoc guidance on certain matters, for example, the
AIM Rules for Companies from the Company's Nominated Adviser as well as
receiving updates on the regulatory environment from FIM, who provide
specialist fund administration services to a variety of closed ended funds and
collective investment schemes. The role and responsibilities of the Directors
are set out in a Statement of Directors' Responsibilities, and the Terms of
Reference of the Audit Committee are summarised in Principle 7 below.
Principle 7: Maintain appropriate governance structures and ensure that
individually and collectively the Directors have the necessary up-to-date
experience, skills and capabilities
A description of each board member and their experience is available on the
website at www.dciadvisorsltd.com
(https://www.dciadvisorsltd.com/about-us/board-members/index.html) , and the
role of the Company's committees are also available on the Company website
at: www.dciadvisorsltd.com (http://www.dciadvisorsltd.com)
Responsibilities of the Board
The Board is responsible for the implementation of the investment policy of
the Company and for its overall supervision. The Board is also responsible for
the Company's day-to-day operations. In order to fulfil these obligations, the
Board has delegated certain operational responsibilities to the Managing
Directors, to FIM and to other service providers.
The Chairman is responsible for leading an effective Board, focusing the
Directors' discussions on the key levers for value creation and risk
management as well as the effective running of the Company, fostering a good
corporate governance culture, maintaining open communications with the
shareholders and ensuring appropriate strategic focus and direction.
In addition to this, the Chairman is responsible for ensuring that all
Directors are fully informed and qualified to take the required decisions.
For this purpose, the non-executive Directors spend time with the Managing
Directors between Board meetings, covering certain aspects of the business
where they have special expertise. Nicolai Huls has operational and divestment
responsibility for the Company's assets in Greece and Nick Paris has
operational and divestment responsibility for the Company's assets in Cyprus
and Croatia.
The Board receives formal investment reports from the Managing Directors at
regular Board meetings and receives updates and compliance reports from FIM.
The Board maintains regular contact with all its service providers and is kept
fully informed of investment and financial controls and any other matters that
should be brought to the attention of the Directors. The Directors also have
access where necessary to independent professional advice at the expense of
the Company.
In addition to these, the Directors review and approve the following matters:
• Strategy and management
• Policies and procedures
• Financial reporting and controls
• Capital structure
• Key contracts
• Shareholder documents / Press announcements
• Adherence to Corporate Governance and best
practice procedures
The Board has established the following Committees:
Audit Committee: The Audit Committee is chaired by Nick Paris and its other
member is Nicolai Huls and it aims to meet at least twice a year.
The Audit Committee provides oversight and review of the financial reporting
process, the audit process, the system of internal controls, the accounting
policies, principles and practices underlying them, liaising with the external
auditors and reviewing the effectiveness of internal controls, and overall
compliance with laws and regulations and reviewing the budgetary process.
Nomination & Corporate Governance Committee: The Corporate Governance
Committee is chaired by Nicolai Huls. Nick Paris and Sean Hurst are members.
The role of the Nomination & Corporate Governance Committee is to evaluate
the Company's corporate governance policies and principles and recommend
changes to the Board as necessary, and identify, evaluate and recommend to the
Board qualified nominees for Board election.
The Directors have access to the advice and services of FIM, the Nominated
Adviser, legal counsel, and other experts where it is deemed appropriate. They
can also seek independent external professional advice and any relevant
training, as necessary.
Principle 8: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
Board meetings are held on a frequent basis at key geographical locations and,
where significant matters such as financing are to be considered, meetings are
convened in Guernsey, where the Company is domiciled and regulated. To date,
no independent Board evaluation process has been conducted by the Company as
the Chairman believes that the Board performs effectively with the focus being
on divesting all of the Company's assets rather than growing them. Key
strategic issues and risks are discussed in an open and forthright manner,
with decisions being made based on the factual data available. The Company has
ensured compliance with Guernsey economic substance requirements by relocating
company secretarial work to Orbitus, appointing Carey Olsen Guernsey as its
main legal adviser, and engaging Grant Thornton Guernsey as its Group auditor.
The Board's periodic self-evaluations of performance will be based on
externally determined guidelines appropriate to the composition of the Board
and the Company's operation, including Board committees. The scope of the
self-evaluation exercise will be re-assessed in each instance to ensure
appropriate depth and coverage of the Board's activities consistent with
corporate best practice.
The effectiveness questionnaire underlying the Board evaluation process
assesses the composition, processes, behaviours and activities of the Board
through a range of criteria, including the size and independence, mix of
skills (for example corporate governance, financial, real estate industry and
regulatory) and experience, and general corporate governance considerations in
line with the QCA code.
All Board appointments are made after consultation with advisers and, when
appropriate, with major shareholders. Detailed due diligence is carried out on
all new potential Board candidates. The Board will consider using external
advisers to review and evaluate the effectiveness of the Board and Directors
in future to supplement internal evaluation processes.
The independent Director, Sean Hurst has remained independent throughout his
term of office. Nicolai Huls and Nick Paris were independent but became
executive directors and therefore non-independent on 20 March 2023 and Martin
Adams and Nikiforos Charagkionis who have been nominated by major shareholders
are considered to be non-independent.
When the Board undertakes a periodic evaluation process, the relevant
materials and guidance in respect of this process, following current best
practice at the time of the evaluation, will be retained by FIM.
The Board does not believe that succession planning is needed for the
Directors as the Company's focus is to sell all of its assets and return
surplus capital to shareholders. This process has been underway for some time
and significant asset sales were made during 2025 and the expectation is that
more asset sales will occur in 2026 and that the Company will then reduce
significantly in size as surplus capital is paid back to shareholders and that
it will ultimately be wound up. As the realisation process progresses, the
Board intends to continue to cut operating costs and this will include
reducing the number of Directors and not replacing them via a succession
plan.
Principle 9: Establish a remuneration policy which is supportive of long-term
value creation and the company's purpose, strategy and culture Application
The Company has a remuneration policy which aims to pay its directors fairly
and appropriately for their expertise and time spent working on Company
business and which aims to incentivize them to deliver on the Company's
realisation policy and return surplus capital to shareholders.
The Executive Directors work full time on the Company's business, and they are
paid a salary of €250,000 pa each received monthly in arrears. There is a
notice period of six months for the termination of their service contracts
which is designed to ensure that the Company has adequate time to replace them
if their appointments are to be terminated. Discussions have been held between
certain Directors and shareholders to seek to establish a performance fee
arrangement to incentivize the Executive Directors and their team to complete
the realisation of all of the Company's assets and the return of surplus
capital to shareholders but proposals to establish an Executive Share Option
Plan were not approved at the Extraordinary General Meeting that was held on
19 December 2024. In the absence of a performance fee arrangement the
Directors are intending to accrue a fee of 2% of the value of fully completed
asset sales and other cash inflows which is not subject to shareholders'
approval, but this will be replaced if an incentive plan is approved by the
shareholders and the intended beneficiaries of the plan. The Company will
consult with shareholders on any incentive plan, and it is expected that such
a plan will be put to a shareholder vote although this will be confirmed at
the appropriate time. Each of the managing directors is entitled to a
termination payment of 0.8% of the gross proceeds of any asset sales
contracted during their term of office and the Chairman is entitled to a
similar payment of 0.25%.
The non-executive Directors including the Chairman work part time on the
Company's business and the Chairman receives a fee of €75,000 pa and the
non-executive Directors receive fees of €60,000 pa each paid quarterly in
arrears. They are also entitled to claim a per diem allowance of €1,000 per
day when travelling on Company business. There is a three-month termination
notice period for the Chairman which is designed to ensure that the Company
has adequate time to replace him if his appointment is to be terminated as he
serves as a director of most of the Company's subsidiary companies in Cyprus.
There is no notice period for the termination of the appointment of the
non-executive Directors. No Directors earn any remuneration from the Company's
subsidiary companies.
Principle 10: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other key stakeholders
The Board is committed to maintaining an open dialogue with shareholders.
Direct communication with shareholders is coordinated by the Chairman in
consultation with the Company's advisers, as appropriate.
Throughout the year, the Board maintains a regular dialogue with institutional
investors, providing them with such information on the Company's progress as
is permitted within the guidelines of the AIM Rules, MAR and requirements of
the relevant legislation.
The Company communicates with shareholders through the yearly Annual Report
and Financial Statements, Interim Report, the Annual General Meeting, and
other AIM announcements. Investors are also able to contact the Directors and
Company's advisors directly at any time. During the year, the Directors had
active discussions with certain shareholders over asset sale plans, corporate
governance matters, executive remuneration proposals and working capital
finance via loans from shareholders.
The Board believes that the Annual Report and the Interim Report play an
important part in presenting all shareholders with an assessment of the
Group's position and prospects. All reports and press releases are published
on the Company's website (www.dciadvisorsltd.com
(http://www.dciadvisorsltd.com) ).
During the year the Audit Committee approved a change of auditors and of
valuers in order to give a fresh perspective on these matters. Grant Thornton
Guernsey was engaged as auditors of the DCI Group accounts and Grant Thornton,
Croatia, Grant Thornton Cyprus and Grant Thornton Greece were engaged to audit
the Group's subsidiaries accounts in their respective jurisdictions. In
addition, CBRE who operate under the name of Axies S.A. in Greece was
engaged to value the Group's land holdings in Cyprus and Greece for the
audited accounts as at 30 June 2025. Avison Young has valued the Group's land
holding in Croatia since 31 December 2023.
If a significant proportion of independent votes were to be cast against a
resolution at any general meeting, the Board's policy would be to engage with
the shareholders concerned in order to understand the reasons behind the
voting results. Following this process, the Board would make an appropriate
public statement regarding any different action it has taken, or will take, as
a result of the vote.
Details of the Directors' remuneration can be found in the Company's Financial
Statements which can be found on the Company website at
www.dciadvisorsltd.com.
INDEPENDENT AUDITOR'S REPORT
To the members of DCI Advisors Ltd
Opinion
We have audited the consolidated financial statements of DCI Advisors Ltd (the
"Company") and its subsidiaries (together, "the Group" or "DCI") which
comprise, the consolidated statement of financial position, the consolidated
statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity, the consolidated statement of cash flows, and
notes to the consolidated financial statements, including a summary of
material accounting policies.
In our opinion, the accompanying consolidated financial statements:
· give a true and fair view of the consolidated financial position of
the Group as at 30 June 2025, and of its consolidated financial performance
and its consolidated cashflows for the period then ended;
· are in accordance with IFRS Accounting Standards (IFRSs) as issued by
the International Accounting Standards Board (IASB); and
· comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs) and applicable law. Our responsibilities under those standards are
further described in the 'Auditor's responsibilities for the audit of the
consolidated financial statements' section of our report. We are independent
of the Group in accordance with the International Ethics Standards Board for
Accountants' International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), together with
the ethical requirements that are relevant to our audit of the consolidated
financial statements in Guernsey, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Emphasis of Matter - rights and ownership of Lavendar Bay Resort
We draw attention to note 15 of the consolidated financial statements, which
describes investment property. Part of the investment property includes land
acquired by Golfing Developments S.A. ("Golfing"), a subsidiary company and
owner of the Lavender Bay Resort, from third parties and also right-of-use
assets on land leased by third parties. As disclosed in the note, there is a
dispute over the land rights. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements of
the current period. These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter How the matter was addressed in our audit
Valuation of immovable properties relating to the following entities: To address the risk associated with the valuation of immovable properties, we
performed the following procedures:
MindCompass Overseas S.A
· Obtained an understanding of the valuation processes, policies,
MindCompass Parks S.A methodologies, and related controls, and performed walkthroughs to assess the
design and implementation of key controls.
Scorpio Bay Resorts S.A
· Held discussions with management to understand the valuation
Golfing Developments S.A approach applied and evaluated its consistency with an acceptable valuation
framework.
Eastern Crete Development Company (Greece) S.A.
· Obtained and reviewed valuation reports prepared by external
Azurna Uvala D.o.o valuers and approved by the Board, including the background and methodology
adopted for the period under audit.
Symboula Estates Limited
· Assessed the reasonableness of assumptions and inputs used in the
DCI Holdings Four LTD valuation by independently verifying source data.
DCI Holdings Five LTD · Inspected valuation models and supporting documentation to
evaluate whether assumptions, estimates, and data were appropriate and
relevant.
· Agreed significant valuation inputs to independent sources and
tested the arithmetical accuracy of the calculations.
Given the significance of property valuations to the Group's financial
Risk description position, this area required considerable auditor attention and was therefore
determined to be a Key Audit Matter.
The fair value of immovable properties is inherently subjective and may be
determined using various valuation techniques that require significant
judgment and estimation. This creates a risk that an inappropriate valuation
methodology could be applied or that unsuitable inputs could be used in the
valuation process.
Property valuations are a key determinant of the Group's net asset value. Any
material misstatement in these valuations could have a significant impact on
the reported net asset value of the Group.
Other information in the Annual Report
The directors are responsible for the other information. The other information
comprises the information included in the Annual Report and Audited
consolidated financial statements but does not include the consolidated
financial statements and our auditor's report thereon.
Our opinion on the consolidated 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 consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. 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.
Responsibilities of the directors for the consolidated financial statements
Consistent with the Board's oversight role described in Principle 7 of the
Corporate Governance section of the Annual Report, the Directors are also
responsible for preparing consolidated financial statements that give a true
and fair view in accordance with IFRSs as issued by the IASB and applicable
law. This responsibility includes selecting suitable accounting policies and
applying them consistently, making judgments and estimates that are reasonable
and prudent, and maintaining such internal controls as the Directors consider
necessary to enable the preparation of financial statements free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are
responsible for assessing the Group'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 to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the
consolidated 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 will
always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial
statements
As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal
control.
· Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Group's internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
Directors.
· Conclude on the appropriateness of the Directors' use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on Group's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor's report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
· Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for
the direction, supervision and performance of the Group audit. We remain
solely responsible for our audit opinion.
· Evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the directors, we determine those matters
that were of most significance in the audit of the consolidated financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's
report is Michael Carpenter.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has
been undertaken so that we might state to the Company's members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 requires us to report to you if, in
our opinion:
· proper accounting records have not been kept by the Company; or
· the Group's consolidated financial statements are not in agreement
with the accounting records; or
· we have not obtained all the information and explanations, which to
the best of our knowledge and belief, are necessary for the purposes of our
audit.
Grant Thornton Limited
Chartered Accountants
St Peter Port
Guernsey
Date:31 December 2025
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the 18-month period ended 30 June 2025
18-month Period ended 30 June 2025 Year ended 31 December 2023
Continuing operations Note €'000 €'000
Revenue 6 3,440 162
Gross profit 3,440 162
Change in valuations 7 5,852 19,487
Directors' remuneration 26.1 (867) (374)
Professional fees 9 (4,664) (3,699)
Administrative and other expenses 10 (4,412) (2,057)
Depreciation charge 14 (178) (50)
Total operating and other expenses (4,269) 13,307
Results from operating activities (829) 13,469
Finance costs 11 (1,473) (1,069)
Net finance costs (1,473) (1,069)
Share of losses on equity-accounted investments, net of tax 16 (15,094) (12,923)
Loss before taxation (17,396) (523)
Taxation 12 (1,446) (1,427)
Loss from continuing operations (18,842) (1,950)
Discontinued operation
Profit from discontinued operation net of tax 29 3,360 3,941
(Loss)/ profit for the year (22,202) 1,991
Other comprehensive income/(loss)
Items that will not be reclassified to profit and loss
Revaluation of property, plant and equipment 14 7,360 19,094
Related tax 22 - (4,201)
Foreign currency translation differences 11 - (69)
Other comprehensive income, net of tax 7,360 14,824
Total comprehensive (loss)/income (14,842) 16,815
(Loss)/ profit attributable to:
Owners of the Company (22,510) 1,747
Non-controlling interests 308 244
(Loss)/ income for the year (22,202) 1,991
Total comprehensive income/ (loss) attributable to:
Owners of the Company (15,150) 14,337
Non-controlling interests 308 2,478
(Loss)/ income for the year (14,842) 16,815
Earnings/(loss) per share
Basic and diluted (loss)/earnings per share (€) 13 (0.03) 0.002
Basic and diluted loss per share - continuing operations (€) 13 (0.03) (0.002)
Basic and diluted (loss)/profit per share - discontinuing operations 13 (0.004) 0.004
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2025
30 June 2025 31 December 2023
Note €'000 €'000
Assets
Property, plant and equipment 14 51,250 42,240
Investment property 15 36,728 27,903
Equity-accounted investments 16 - 42,694
Non-current assets 87,978 112,837
Trading properties 17 56,516 56,516
Receivables and other assets 18 16,809 4,530
Cash and cash equivalents 19 37 471
Assets held for sale 29 30,280 24,388
Current assets 103,642 85,905
Total assets 191,620 198,742
Equity
Share capital 20 9,046 9,046
Share premium 20 569,847 569,847
Retained deficit (488,077) (465,567)
Translation and revaluation reserves 20 20,478 13,118
Equity attributable to owners of the Company 111,294 126,444
Non-controlling interests 4,589 4,281
Total equity 115,883 130,725
Liabilities
Loans and borrowings 21 12,000 11,298
Lease liabilities 23 4,306 3,322
Deferred tax liabilities 22 12,383 10,998
Trade and other payables 24 22,351 21,004
Non-current liabilities 51,040 46,622
Loans and borrowings 21 4,268 2,893
Lease liabilities 23 58 88
Trade and other payables 24 13,100 11,236
Liabilities directly associated with the assets held for sale 29 7,271 7,178
Current liabilities 24,697 21,395
Total liabilities 75,737 68,017
Total equity and liabilities 191,620 198,742
Net asset value ('NAV') per share (€) 25 0.12 0.14
The consolidated financial statements were authorised for issue by the Board
of Directors on 31 December 2025.
Nick Paris
Nicolai Huls
Managing
Director
Managing Director
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 18-month period ended 30 June 2025
Attributable to owners of the Company
Share Share Translation Revaluation Retained Non-controlling Total
capital premium Reserve Reserve deficit Total interests equity
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Balance at 1 January 2023 9,046 569,847 249 279 (467,314) 112,107 8,440 120,547
Comprehensive income
Profit - - - - 1,747 1,747 244 1,991
Other comprehensive income
Revaluation of property, plant and equipment, net of tax - - - 12,659 - 12,659 2,234 14,893
Foreign currency translation differences - - (69) - - (69) - (69)
Total other comprehensive income - - 180 12,659 1,747 12,590 2,234 14,824
Total comprehensive income - - (69) 12,659 1,747 14,337 2,478 16,815
TRANSACTIONS WITH OWNERS OF THE COMPANY
Changes in ownership interests in subsidiaries
Capital reduction and settlement of non-controlling interest - - - - - - (6,637) (6,637)
Disposal of interests without a change in control - - - - - - - -
Total transactions with owners of the Company - - - - - - (6,637) (6,637)
Balance at 31 December 2023 9,046 569,847 180 12,938 (465,567) 126,444 4,281 130,725
9,046 569,847 180 12,938 (465,567) 126,444 4,281 130,725
Balance at 1 January 2024
Comprehensive income
Loss - - - - (22,510) (22,510) 308 (22,202)
Other comprehensive income
Revaluation of property, plant and equipment, net of tax - - - 7,360 - 7,360 - 7,360
Foreign currency translation differences - - - - - - - -
Total other comprehensive income - - - 7,360 (22,510) (15,150) 308 (14,842)
Total comprehensive income - - - 20,298 (488,077) 111,294 4,589 115,883
TRANSACTIONS WITH OWNERS OF THE COMPANY
Changes in ownership interests in subsidiaries
Capital reduction and settlement of non-controlling interest - -
Disposal of interests without a change in control - - - - - - - -
Total transactions with owners of the Company - - - - - - - -
Balance at 30 June 2025 9,046 569,847 180 20,298 (488,077) 111,294 4,589 115,883
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 18-month period ended 30 June 2025
18-month Period ended 30 June 2025 Year ended 31 December 2023
Note €'000 €'000
Cash flows from operating activities
(Loss)/profit (14,842) 1,991
Adjustments for:
Gain in fair value of investment property 15 (5,752) (6,252)
Gain on disposal of investment in associates/subsidiaries 16 42,694 -
Reversal of impairment loss on property, plant and equipment 15 100 (5,502)
Revaluation of property, plant and equipment 14 (7,360) -
Reversal of impairment loss on equity-accounted investments 7 - (12,923)
Lease liability adjustments 10 992 -
Depreciation charge 14 178 50
Interest expense 21 1,368 1,327
Exchange difference (5) (68)
Share of losses on equity-accounted investments, net of tax 16 - 12,923
Taxation 1,385 2,292
18,758 (6,162)
Changes in:
Receivables (10,359) (1,102)
Payables 3,305 6,106
Cash used in operating activities 11,704 (1,158)
Tax paid - -
Net cash from/(used) in operating activities 11,704 (1,158)
Cash flows from investing activities
Acquisitions of investment property 8 (10,884) (77)
Acquisitions of property, plant and equipment 14 (1,928) (2,469)
Net cash generated used in investing activities (12,812) (2,546)
Cash flows from financing activities
Repayment of loans and borrowings 21 (2,410) (500)
New loans 21 3,600 2,760
Payment of lease liabilities 23 (38) (50)
Interest paid (478) (261)
Dividend paid to non-controlling interests - -
Net cash generated from financing activities 674 1,949
Net decrease in cash and cash equivalents (434) (1,755)
Cash and cash equivalents at 1 January 471 2,226
Cash and cash equivalents at 30 June 37 471
For the purpose of the consolidated statement of cash flows, cash and cash
equivalents consist of the following:
Cash in hand and at bank 19 37 471
Cash and cash equivalents at the end of the period 37 471
The notes are an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the 18-month period ended 30 June 2025
1. REPORTING ENTITY
DCI Advisors Ltd (Formerly: Dolphin Capital Investors Ltd) (the 'Company') was
incorporated and registered in the British Virgin Islands ('BVI') on 7 June
2005 and on 23 December 2024 it migrated from the BVI to Guernsey in The
Channel Islands. The Company is a real estate investment company focused on
the early-stage, large-scale leisure-integrated residential resorts in the
Eastern Mediterranean. The Company was managed, until 20 March 2023, by
Dolphin Capital Partners Ltd (the 'Investment Manager'), an independent
private management firm that specialises in real estate investments, primarily
in south-east Europe, and thereafter the Company became self-managed. The
shares of the Company were admitted to trading on the AIM market of the London
Stock Exchange ('AIM') on 8 December 2005.
As a result of the redomicile on the 23(rd) of December 2024 the Company
changed its year end from December to June hence the eighteen month reporting
period to 30 June 2025. The amounts in the financial statements are therefore
not directly comparable as the prior period covers a period of 12 months.
The consolidated financial statements of the Group for the eighteen month
period ended 30 June 2025 comprise the financial statements of the Company and
its subsidiaries (together referred to as the 'Group') and the Group's
interests in equity-accounted investments.
The consolidated financial statements of the Group as at and for the period
ended 30 June 2025 are available at www.dciadvisorsltd.com.
2. basis of preparation
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with
IFRS Accounting Standards ('IFRSs') as issued by the International Accounting
Standards Board (IASB).
The consolidated financial statements were authorised for issue by the Board
of Directors on 31 December 2025.
b. Basis of preparation
The consolidated financial statements have been prepared on a going concern
basis, which assumes that the Group will be able to discharge its liabilities
in the normal course of business.
On 22 December 2021, an Extraordinary General Meeting was held and the
Shareholders approved a continuation of the Company without setting a
termination date or a date for a further continuation vote in order to provide
time to optimise for Shareholders the value that can be realised from the
Group's investments by removing potentially commercially prejudicial deadlines
from negotiations with potential buyers. Notwithstanding the absence of a
formal date for Shareholders to consider a continuation of the Company, the
Board may, at any time, propose a further continuation vote to Shareholders.
The Group faced liquidity issues during 2023 and 2024 and this has been
resolved as of 30 June 2025. The Group has managed to sell its stake in Aristo
Developers to improve liquidity. The sales have generated €31.1 million to
the Group, a total of €18.3 million has been received in cash and immovable
assets, €3.2 million is held in Escrow to be released once tax clearances
have been issued in Cyprus. The Group expects to receive an additional €9.6
million once tax clearance is completed in Cyprus. The Group has also sold its
land in Cyprus post year end, for €7.5 million and expects to receive the
rest of the amounts to ease its liquidity issues. The Group is also in
negotiations for the sale of other immovable properties included in its
property portfolio although none of these negotiations has yet resulted in
signed sale documents.
The Group can meet its short-term commitments and is in a position to cover
the operating expenses for 2026, Current discussions for the disposal of
investments are expected to generate more than the amount needed, referred to
above.
c. Basis of measurement
The consolidated financial statements have been prepared under the historical
cost convention, with the exception of investment property which is stated at
fair value and land and buildings which is stated at fair value less
accumulated depreciation and impairment.
d. New and amended International Financial Reporting Standards
("IFRSs") and Interpretations
As from 1 January 2024, the Group adopted all changes to IFRSs as adopted by
the European Union ("EU") which are relevant to its operations. This adoption
did not have a material effect on the financial statements of the Group.
The following New IFRSs, Amendments to IFRSs and Interpretations have been
issued by International Accounting Standards Board ("IASB") but are not yet
effective for annual periods beginning on 1 January 2024. Those which may be
relevant to the Group are set out below. The Group does not plan to adopt
these New IFRSs, Amendments to IFRSs and Interpretations early.
IFRS 7 and IFRS 9 The Classification and Measurement of Financial Instruments
(Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial
Instruments: Disclosures (effective for annual periods beginning 1 January
2026)
In the second half of 2025, the International Accounting Standard Board (IASB)
amended IFRS 7 and IFRS 9 to clarify financial assets and financial
liabilities are derecognized at settlement date except for regular way
purchases or sales of financial assets, and financial liabilities meeting
conditions for a new exception. The new exception permits companies to elect
to derecognize certain financial liabilities settled via electronic payment
systems earlier than the settlement date.
The amendments also provide guidelines to assess the contractual cash flow
characteristics of financial assets, which apply to all contingent cash flows,
including those arising from environmental, social, and governance
(ESG)-linked features.
Further, the amendments introduce new disclosure requirements and update
others.
IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendments): Lack
of Exchangeability (effective for annual periods beginning on or after 1
January 2025)
The amendments, as issued in August 2023, aim to clarify when a currency is
exchangeable into another currency and how a company estimates a spot rate
when a currency lacks exchangeability. According to the amendments, a currency
is exchangeable into another currency when a company is able to exchange that
currency for the other currency at the measurement date and for a specified
purpose. When a currency is not exchangeable at the measurement date, the
company will be required to estimate a spot rate as the rate that would have
been applied to an orderly exchange transaction between market participants
under prevailing economic conditions. The amendments contain no specific
requirements for estimating a spot rate, but they set out a framework under
which an entity can determine the spot rate at the measurement date using an
observable exchange rate without adjustment or another estimation technique.
Companies will be required to provide also new disclosures to help users
assess the impact of a currency not being exchangeable to the entity's
financial performance, financial position, and cash flows. To achieve this
objective, entities will disclose information about the nature and financial
impacts of a lack of exchangeability, the spot exchange rate(s) used, the
estimation process and risks to the company because the currency is not
exchangeable.
IFRS 10 Consolidated Financial Statements (Amendments) and IAS 28 Investments
in Associates and Joint Ventures (Amendments): Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (effective date
postponed indefinitely; early adoption continues to be permitted)
The amendments address an acknowledged inconsistency between the requirements
in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of
assets between an investor and its associate or joint venture. The main
consequence of the amendments is that a full gain or loss is recognised when a
transaction involves a business (as defined in IFRS 3). In December 2015, the
IASB postponed the effective date of this amendment indefinitely pending the
outcome of its research project on the equity method of accounting.
e. Use of estimates and judgements
In preparing these consolidated financial statements, management has made
judgements, estimates and assumptions that affect the application of
accounting principles and the related amounts of assets and liabilities,
income, and expenses.
Impairment of investment in equity-accounted investments
The estimates and underlying assumptions are based on historical experience
and various other factors that are deemed to be reasonable based on knowledge
available at that time. Actual results may deviate from such estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively. The Group follows the
requirements of IAS 36 to determine whether the investments in
equity-accounted investments are impaired and calculates the amount of the
impairment. An impairment loss is recognised for the difference between the
carrying amount and the recoverable amount of the asset. The recoverable
amount is the greater of the fair value less costs to sell and value in use.
As at 30 June 2025, the Group had sold off the equity-accounted investments
during the 2025 hence the carrying value is zero.
Measurement of fair values
A number of the Group's accounting policies and disclosures require the
measurement of fair values, for both financial and non-financial assets and
liabilities.
The Group has an established control framework with respect to the measurement
of fair values. This includes the Managing Directors who have overall
responsibility for overseeing all significant fair value measurements,
including Level 3 fair values.
When measuring the fair value of an asset or a liability, the Group uses
observable market data as far as possible. Significant unobservable inputs
and valuation adjustments are regularly reviewed and changes in fair value
measurements from period to period are analysed.
Fair values are categorised into different levels in a fair value hierarchy
based on the inputs used in the valuation techniques as follows:
· Level 1: quoted prices (unadjusted) in active markets for identical
assets or liabilities.
· Level 2: inputs other than quoted prices included in 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).
If the inputs used to measure the fair value of an asset or a liability might
be categorised in different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair
value hierarchy as the lowest level input that is significant to the entire
measurement.
The Group recognises transfers between levels of the fair value hierarchy at
the end of the reporting period during which the change has occurred.
When applicable, further information about the assumptions made in measuring
fair values is included in the notes specific to that asset or liability.
Further information about the assumptions made in measuring fair values is
included in the following notes:
- Note 3 and 15: Property, plant and equipment;
- Note 3 and 16: Investment property.
f. Functional and presentation currency
These consolidated financial statements are presented in Euro (€), which is
the Group's functional currency. All amounts have been rounded to the nearest
thousand, unless otherwise indicated.
3. MEASUREMENT of fair values
Properties
The fair value of investment property and land and buildings classified as
property, plant and equipment is determined at the end of each reporting
period. External, independent valuation companies, having appropriate
recognised professional qualifications and recent experience in the location
and category of the properties being valued, value the Group's properties at
the end of each year and where necessary, semi-annually.
The Directors have appointed Axies SA Chartered Surveyors and Valuers in
Greece (a part of the CBRE network) and Avison Young in Croatia, two
internationally recognised valuation firms, to conduct valuations of the
Group's acquired properties to determine their fair value.
These valuations are prepared in accordance with generally accepted appraisal
standards, as set out by the Royal Institute of Chartered Surveyors ('RICS').
Furthermore, the valuations are conducted on an 'as is condition' and on an
open market comparative basis.
The valuation analysis of properties is based on all the pertinent market
factors that relate both to the real estate market and, more specifically, to
the subject properties. The valuation analysis of a property typically uses
four approaches: the cost approach, the direct sales comparison approach, the
income approach and the residual value approach. The cost approach measures
value by estimating the replacement or reproduction cost of new property and
then determining the deductions for accrued depreciation that should be made
to reflect the age, condition and situation of the asset during its past and
proposed future economic working life. The direct sales comparison approach is
based on the premise that persons in the marketplace buy by comparison. It
involves acquiring market sales/offerings data on properties similar to the
subject property. The prices of the comparables are then adjusted for any
dissimilar characteristics as compared to the subject's characteristics. Once
the sales prices are adjusted, they can be reconciled to estimate the fair
value for the subject property. Based on the income approach, an estimate is
made of prospective economic benefits of ownership. These amounts are
discounted and/or capitalised at appropriate rates of return in order to
provide an indication of value. The residual value approach is used for the
valuation of the land and depends on two basic factors: the location and the
total value of the buildings developed on a site. Under this approach, the
residual value of the land is calculated by subtracting the estimated
development cost from the estimated sales value of the completed development.
Each of the above-mentioned valuation techniques results in a separate
valuation indication for the subject property. A reconciliation process is
then performed to weigh the merits and limiting conditions of each approach.
Once this is accomplished, a value conclusion is reached by placing primary
weight on the technique, or techniques, that are considered to be the most
reliable, given all factors.
4. PRINCIPAL subsidiaries
The Group's most significant subsidiaries were the following:
Country of Shareholding interest
Name Project incorporation 30 June 2025 31 December 2023
Scorpio Bay Holdings Limited Scorpio Bay Resort Cyprus 100% 100%
Scorpio Bay Resorts S.A. Scorpio Bay Resort Greece 100% 100%
Xscape Limited Lavender Bay Resort Cyprus 100% 100%
Golfing Developments S.A. Lavender Bay Resort Greece 100% 100%
MindCompass Overseas One Limited Kilada Hills Golf Resort Cyprus 85% 85%
MindCompass Overseas S.A. Kilada Hills Golf Resort Greece 85% 85%
MindCompass Overseas Two S.A. Kilada Hills Golf Resort Greece 100% 100%
MindCompass Parks S.A. Kilada Hills Golf Resort Greece 100% 100%
D.C. Apollo Heights Polo and Country Resort Limited Apollo Heights Resort Cyprus 100% 100%
Symboula Estates Limited Apollo Heights Resort Cyprus 100% 100%
Azurna Uvala D.o.o. Livka Bay Resort Croatia 100% 100%
Eastern Crete Development Company S.A. Plaka Bay Resort Greece 100% 100%
DCI Holdings Four Limited* PeyIa land plots Cyprus 84% N/a
DCI Holdings Five Limited* Mandria land plots Cyprus 100% N/a
The above shareholding interest percentages are rounded to the nearest
integer.
* As a result of the sales of the Company's interests in Aristo
Developers in February 2025, DCI Holdings Four Limited and DCI Holdings Five
Limited were incorporated to hold the land that was received from the sale in
Peyla and Mandria in Cyprus respectively.
5. MATERIAL accounting policies
The material accounting policies adopted in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all periods presented in these consolidated financial
statements unless otherwise stated.
5.1 Subsidiaries
Subsidiaries are the entities controlled by the Group. The Group 'controls' an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
5.2 Non-controlling interests ('NCI')
NCI are measured initially at their proportionate share of the acquiree's
identifiable net assets at the date of acquisition. Changes in the Group's
interest in a subsidiary that do not result in a loss of control are accounted
for as equity transactions.
When the Group loses control over a subsidiary, it derecognises the assets and
liabilities of the subsidiary, and any related Non-controlling Interest
("NCI") and other components of equity. Any resulting gain or loss is
recognised in profit or loss. Any interest retained in the former subsidiary
is measured at fair value when control is lost.
5.3 Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses arising from
intra-group transactions are eliminated in preparing the consolidated
financial statements.
Gains and losses from transaction with associates and joint ventures are
recognized in the consolidated financial statements to the extent of the
unrelated investors' share of the gains and losses, based on their interest in
the associate or joint ventures. Where such a transaction provides evidence of
impairment loss of an asset, the impairment loss shall be recognized in full
in the consolidated financial statements if the asset is sold by the group to
the associate or joint venture. Where the asset is being sold by the associate
or joint venture to the group, the impairment loss shall be recognized to the
extent of the group's share.
5.4 Business combinations
The Group accounts for business combinations using the acquisition method when
the acquired set of activities and assets meets the definition of a business
and control is transferred to the Group (see Note 5.1). In determining whether
a particular set of activities and assets is a business, the Group assesses
whether the set of assets and activities acquired includes, at a minimum, an
input and substantive process and whether the acquired set has the ability to
produce outputs.
The consideration transferred in the acquisition is generally measured at fair
value, as are the identifiable net assets acquired. Any goodwill that arises
from the excess of the consideration transferred over the fair value of the
net assets acquired is tested annually for impairment. Any gain on a bargain
purchase is recognised in profit or loss immediately. Transaction costs are
expensed as incurred, except if related to the issue of debt or equity
securities. The consideration transferred does not include amounts related to
the settlement of pre-existing relationships. Such amounts are generally
recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of
acquisition. If an obligation to pay contingent consideration that meets the
definition of a financial instrument is classified as equity, then it is not
re-measured and settlement is accounted for within equity. Otherwise, other
contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are
recognised in profit or loss.
5.5 Interest in equity-accounted investments
The Group's interests in equity-accounted investments comprise interests in
associates and a joint venture. Associates are those entities in which the
Group has significant influence, but not control, over the financial and
operating policies. A joint venture is an arrangement in which the Group has
joint control, whereby the Group has rights to the net assets of the
arrangement, rather than rights to its assets and obligations for its
liabilities. Interests in associates and the joint venture are accounted for
using the equity method and are initially recognised at cost, which includes
transaction costs.
5.5 Interest in equity-accounted investments
Goodwill related to an investment in associate or a joint venture is included
in the carrying amount of the investment. The goodwill is not tested for
impairment separately, instead the entire carrying amount of the investment,
which includes goodwill, is tested for impairment as a single asset.
Subsequent to initial recognition, the consolidated financial statements
include the Group's share of the income and expenses and equity movements of
equity-accounted investments, after adjustments to align the accounting
policies with those of the Group, until the date that significant influence or
joint control ceases. When the Group's share of losses exceeds its interest in
an equity-accounted investee, the carrying amount of that interest (including
any long-term investments) is reduced to nil and the recognition of further
losses is discontinued except to the extent that the Group has an obligation
or has made payments on behalf of the investee.
After application of the equity method, the Group assess the recoverable
amount for each associate or joint venture, unless the associate or joint
venture does not generate cash inflows from continuing use that are largely
independent of those from other assets of the entity. An impairment loss is
recognised for the difference between the carrying amount and the recoverable
amount of the equity-accounted investments. The recoverable amount is the
greater of the fair value less costs to sell and value in use.
5.6 Investment property
Investment property is property held either to earn rental income or for
capital appreciation or for both, but not for sale in the ordinary course of
the business, use in the production or supply of goods or services or for
administrative purposes. Investment property is initially measured at cost and
subsequently at fair value with any change therein recognised in profit or
loss.
Cost includes expenditure that is directly attributable to the acquisition of
the investment property. The cost of self-constructed investment property
includes the cost of materials and direct labour, any other costs directly
attributable to bringing the investment property to a working condition for
their intended use.
Any realised gain or loss on the disposal of an investment property
(calculated as the difference between the net proceeds from disposal and the
carrying amount of the item) is recognised in profit or loss. When an
investment property that was previously classified as property, plant and
equipment is sold, any related amount included in the revaluation reserve is
transferred to retained earnings.
When the use of property changes such that it is reclassified as property,
plant and equipment, its fair value at the date of reclassification becomes
its cost for subsequent accounting.
5.7 Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are
classified as held for sale if it is highly probable that they will be
recovered primarily through sale rather than through continuing use. Such
assets, or disposal groups, are generally measured at the lower of their
carrying amount prior to their classification as held for sale and fair value
less costs to sell. Any impairment loss on a disposal group is allocated first
to goodwill, and then to the remaining assets and liabilities on a pro rata
basis. Impairment losses on initial classification as held for sale and
subsequent gains and losses on re-measurement are recognised in profit or
loss. Once classified as held for sale, property, plant and equipment is no
longer depreciated, and any equity-accounted investee is no longer equity
accounted.
5.8 Property, plant and equipment
Land and buildings are carried at fair value, based on valuations by external
independent valuers, less subsequent accumulated depreciation for buildings
and the subsequent accumulated impairment losses. Revaluations are carried out
at the end of each year and where necessary, semi-annually. Properties under
construction are stated at cost less any accumulated impairment losses. All
other property, plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses. Any gain or loss on
disposal of an item of property, plant and equipment is recognised in profit
or loss.
Increases in the carrying amount arising on revaluation of property, plant and
equipment are credited to revaluation reserve in shareholders' equity.
Decreases that offset previous increases of the same asset are charged against
that reserve; all other decreases are recognised in profit or loss. Increase
is recognised to the profit or loss to the extent that it reverses a
revaluation decrease of the same asset previously recognised in profit or
loss.
The cost of self-constructed assets includes the cost of materials and direct
labour, any other costs directly attributable to bringing the asset to a
working condition for their intended use.
Depreciation charge is recognised in profit or loss on a straight-line basis
over the estimated useful lives of items of property, plant and equipment.
Freehold land is not depreciated.
The annual rates of depreciation are as follows:
Buildings
3%
Machinery and equipment 10% - 33.33%
Motor vehicles and other 10% - 20%
Depreciation methods, useful lives and residual values are reviewed at each
reporting date and adjusted if appropriate. Changes to depreciation methods,
useful lives and residual values are accounted for as changes in accounting
estimates and are reflected prospectively in the consolidated financial
statements.
The Group recognises in the carrying amount of an item of property, plant and
equipment the cost of replacing part of such an item when that cost is
incurred if it is probable that the future economic benefits embodied with the
item will flow to the Group and the cost of the item can be measured
reliably. All other costs are recognised in profit or loss as incurred.
5.9 Trading properties and inventory
Trading properties (inventory) are measured at the lower of cost and net
realisable value. Net realisable value is the estimated selling price in the
ordinary course of the business less the estimated costs of completion and the
estimated costs necessary to make the sale. Cost of trading properties is
determined on the basis of specific identification of their individual costs
and represents the fair value paid at the date that the land was acquired by
the Group.
5.10 Leases
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
At commencement or on modification of a contract that contains a lease
component, the Group allocates the consideration in the contract to each lease
component on the basis of its relative stand-alone prices. However, for the
leases of property the Group has elected not to separate non-lease components
and account for the lease and non-lease components as a single lease
component.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term, unless the
lease transfers ownership of the underlying asset to the Group by the end of
the lease term or the cost of the right-of-use asset reflects that the Group
will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Generally, the Group uses
its incremental borrowing rate as the discount rate. The Group determines its
incremental borrowing rate by obtaining interest rates from various external
financing sources and makes certain adjustments to reflect the terms of the
lease and type of asset leased.
Lease payments included in the measurement of the lease liability comprise the
following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate,
initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee;
and
- the exercise price under a purchase option that the Group is
reasonably certain to exercise, lease payments in an optional renewal period
if the Group is reasonably certain to exercise an extension option, and
penalties for early termination of a lease unless the Group is reasonably
certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest
method. It is re-measured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the Group's
estimate of the amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a revised
in-substance fixed lease payment.
When the lease liability is re-measured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset or is
recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of
investment property in 'property, plant and equipment' and lease liabilities
in 'loans and borrowings' in the statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for leases of low-value assets and short-term leases, including IT
equipment. The Group recognises the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
5.11 Financial instruments
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when
they are originated. All other financial assets and financial liabilities are
initially recognised when the Group becomes a party to the contractual
provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant
financing component) or financial liability is initially measured at fair
value plus or minus, for an item not at FVTPL, transaction costs that are
directly attributable to its acquisition or issue. A trade receivable without
a significant financing component is initially measured at the transaction
price.
Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at:
amortised cost; FVOCI - debt investment; FVOCI - equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition
unless the Group changes its business model for managing financial assets, in
which case all affected financial assets are reclassified on the first day of
the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
A debt investment is measured at FVOCI if it meets both of the following
conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved
by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
On initial recognition of an equity investment that is not held for trading,
the Group may irrevocably elect to present subsequent changes in the
investment's fair value in OCI. This election is made on an
investment‑by‑investment basis.
Financial assets
All financial assets not classified as measured at amortised cost or FVOCI as
described above are measured at FVTPL. This includes all derivative financial
assets. On initial recognition, the Group may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at
amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would otherwise arise.
Cash and cash equivalents
Cash and cash equivalents comprise cash deposited with banks and bank
overdrafts repayable on demand. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. Bank overdrafts
that are repayable on demand and form an integral part of the Group's cash
management are included as a component of cash and cash equivalents for the
purpose of the consolidated statement of cash flows.
As part of the Aristo sale there is cash of €3.2 million which has been
transferred into an Escrow account with the Company's bankers so that it is
used to pay any potential tax obligations in relation to the equity accounted
investment sale. Any balances will be transferred to the Company once the tax
clearance process with the Cypriot tax authorities has been completed.
Financial assets - Business model assessment
The Group makes an assessment of the objective of the business model in which
a financial asset is held at a portfolio level because this best reflects the
way the business is managed, and information is provided to management. The
information considered includes:
- the stated policies and objectives for the portfolio and the
operation of those policies in practice. These include whether management's
strategy focuses on earning contractual interest income, maintaining a
particular interest rate profile, matching the duration of the financial
assets to the duration of any related liabilities or expected cash outflows or
realising cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported
to the Group's management;
- the risks that affect the performance of the business model (and
the financial assets held within that business model) and how those risks are
managed;
- how managers of the business are compensated - e.g. whether
compensation is based on the fair value of the assets managed or the
contractual cash flows collected; and
- the frequency, volume and timing of sales of financial assets in
prior periods, the reasons for such sales and expectations about future sales
activity.
Transfers of financial assets to third parties in transactions that do not
qualify for derecognition are not considered sales for this purpose,
consistent with the Group's continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose
performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely
payments of principal and interest
For the purposes of this assessment, 'principal' is defined as the fair value
of the financial asset on initial recognition. 'Interest' is defined as
consideration for the time value of money and for the credit risk associated
with the principal amount outstanding during a particular period of time and
for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of
principal and interest, the Group considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a
contractual term that could change the timing or amount of contractual cash
flows such that it would not meet this condition. In making this assessment,
the Group considers:
- contingent events that would change the amount or
timing of cash flows;
- terms that may adjust the contractual coupon rate,
including variable‑rate features;
- prepayment and extension features; and
- terms that limit the Group's claim to cash flows
from specified assets (e.g. non‑recourse features).
A prepayment feature is consistent with the solely payments of principal and
interest criterion if the prepayment amount substantially represents unpaid
amounts of principal and interest on the principal amount outstanding, which
may include reasonable additional compensation for early termination of the
contract. Additionally, for a financial asset acquired at a discount or
premium to its contractual par amount, a feature that permits or requires
prepayment at an amount that substantially represents the contractual par
amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as
consistent with this criterion if the fair value of the prepayment feature is
insignificant at initial recognition.
· Financial assets at FVTPL: These assets are subsequently measured at
fair value. Net gains and losses, including any interest or dividend income,
are recognised in profit or loss.
· Financial assets at amortised cost: These assets are subsequently
measured at amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Interest income, foreign exchange gains
and losses and impairment are recognised in profit or loss. Any gain or loss
on derecognition is recognised in profit or loss.
· Debt investments at FVOCI: These assets are subsequently measured at
fair value. Interest income calculated using the effective interest method,
foreign exchange gains and losses and impairment are recognised in profit or
loss. Other net gains and losses are recognised in OCI. On derecognition,
gains and losses accumulated in Other Comprehensive Income ("OCI") are
reclassified to profit or loss.
· Equity investments at FVOCI: These assets are subsequently measured
at fair value. Dividends are recognised as income in profit or loss unless the
dividend clearly represents a recovery of part of the cost of the investment.
Other net gains and losses are recognised in OCI and are never reclassified to
profit or loss.
Financial liabilities - Classification, subsequent measurement and gains and
losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A
financial liability is classified as at FVTPL if it is classified as
held-for-trading, it is a derivative or it is designated as such on initial
recognition. Financial liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are recognised in profit or
loss. Other financial liabilities are subsequently measured at amortised cost
using the effective
interest method. Interest expense and foreign exchange gains and losses are
recognised in profit or loss. Any gain or loss on derecognition is also
recognised in profit or loss.
The financial liabilities of the Group are measured as follows:
Interest-bearing borrowings and redeemable preference shares
Interest-bearing borrowings are recognised initially at fair value, less
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in profit or loss over the
period of the borrowings on an effective interest rate basis.
Trade payables
Trade payables are initially recognised at fair value and are subsequently
measured at amortised cost, using the effective interest rate method.
Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the
cash flows from the financial asset expire, or it transfers the rights to
receive the contractual cash flows in a transaction in which substantially all
of the risks and rewards of ownership of the financial asset are transferred
or in which the Group neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial
asset.
The Group enters into transactions whereby it transfers assets recognised in
its statement of financial position but retains either all or substantially
all of the risks and rewards of the transferred assets. In these cases, the
transferred assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations
are discharged or cancelled or expire. The Group also derecognises a financial
liability when its terms are modified and the cash flows of the modified
liability are substantially different, in which case a new financial liability
based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying
amount extinguished and the consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in profit or loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount
presented in the statement of financial position when, and only when, the
Group currently has a legally enforceable right to set off the amounts and it
intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
5.12 Share capital, premium and reserves
Share capital represents the issued amount of shares outstanding at their par
value. Any excess amount of capital raised above the par value of shares
issued is included in share premium. External costs directly attributable to
the issue of new shares, other than on a business combination, are shown as a
deduction, net of tax, in share premium from the proceeds. Share issue costs
incurred directly in connection with a business combination are included in
the cost of acquisition.
Translation reserve comprises all foreign currency differences arising from
the translation of the financial statements of foreign operations. Revaluation
reserve relates to the revaluation of property, plant and equipment from both
subsidiaries and equity-accounted investments, net of any deferred tax.
5.13 Dividends
Dividends are recognised as a liability in the period in which they are
declared and approved and are subtracted directly from retained earnings.
5.14 Contract liabilities
Payments received in advance on development contracts for which no revenue has
been recognised yet are recorded as contract liabilities as at the statement
of financial position date.
5.15 Provisions and contingent assets
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation.
Contingent assets
Contingent assets are not recognised in the statement of financial position
because doing so may result in the recognition of income that may never be
realised. When realisation of a contingent asset is virtually certain, it is
no longer considered contingent and is recognised as an asset. The asset is
recognised in the period in which this change from contingent asset to asset
occurs.
5.16 Expenses
Investment Manager remuneration, Directors' remuneration, operational
expenses, professional fees, administrative and other expenses are accounted
for on an accrual basis. Expenses are charged to profit or loss, except for
expenses incurred on the acquisition of an investment property, which are
included within the cost of that investment. Expenses arising on the disposal
of an investment property are deducted from the disposal proceeds.
5.17 Impairment
Financial instruments and contract assets
The Group recognises loss allowances for expected credit losses ('ECLs') on:
- financial assets measured at amortised cost;
- debt investments measured at FVOCI; and
- contract assets.
The Group measures loss allowances at an amount equal to lifetime ECLs, except
for the following, which are measured at 12‑month ECLs:
- debt securities that are determined to have low credit risk at
the reporting date; and
- other debt securities and bank balances for which credit risk
(i.e. the risk of default occurring over the expected life of the financial
instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables and contract assets are always measured
at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the Group
considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Group's historical
experience and informed credit assessment and including forward‑looking
information.
The Group assumes that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when:
- the borrower is unlikely to pay its credit obligations to the
Group in full, without recourse by the Group to actions such as realising
security (if any is held); or
- the financial asset is more than 90 days past due.
Non-financial assets
At each reporting date, the Group reviews the carrying amounts of its
non-financial assets (other than investment property and trading properties)
to determine whether there is any indication of impairment. If any such
indication exists, then the asset's recoverable amount is estimated. Goodwill
is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or CGUs. Goodwill arising from
a business combination is allocated to CGUs or groups of CGUs that are
expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use
and its fair value less costs of disposal. Value in use is based on the
estimated future cash flows, discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU
exceeds its recoverable amount. Impairment losses are recognised in profit or
loss. They are allocated first to reduce the carrying amount of any goodwill
allocated to the CGU, and then to reduce the carrying amounts of the other
assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets,
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.
The Group considers a debt security to have low credit risk when its credit
risk rating is equivalent to the globally understood definition of 'investment
grade'.
Lifetime ECLs are the ECLs that result from all possible default events over
the expected life of a financial instrument. 12‑month ECLs are the portion
of ECLs that result from default events that are possible within the 12 months
after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months). The maximum period considered when
estimating ECLs is the maximum contractual period over which the Group is
exposed to credit risk.
Measurement of ECLs
ECLs are a probability‑weighted estimate of credit losses. Credit losses are
measured as the present value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in accordance with the contract and
the cash flows that the Group expects to receive). ECLs are discounted at the
effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at
amortised cost and debt securities at FVOCI are credit‑impaired. A financial
asset is 'credit‑impaired' when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have
occurred.
Evidence that a financial asset is credit‑impaired includes the following
observable data:
· significant financial difficulty of the borrower or issuer;
· a breach of contract such as a default or being more than 90
days past due;
· the restructuring of a loan or advance by the Group on terms
that the Group would not consider otherwise;
· it is probable that the borrower will enter bankruptcy or other
financial reorganisation; or
· the disappearance of an active market for a security because of
financial difficulties.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted
from the gross carrying amount of the assets. For debt securities at FVOCI,
the loss allowance is charged to profit or loss and is recognised in OCI.
Write-off
The gross carrying amount of a financial asset is written off when the Group
has no reasonable expectations of recovering a financial asset in its entirety
or a portion thereof. For individual customers, the Group has a policy of
writing off the gross carrying amount when the financial asset is 180 days
past due based on historical experience of recoveries of similar assets. For
corporate customers, the Group individually makes an assessment with respect
to the timing and amount of write‑off based on whether there is a reasonable
expectation of recovery. The Group expects no significant recovery from the
amount written off. However, financial assets that are written off could still
be subject to enforcement activities in order to comply with the Group's
procedures for recovery of amounts due.
5.18 Revenue recognition
Revenue is measured based on the consideration specified in a contract with a
customer. The Group recognises revenue at a point in time, which is when it
transfers control over the property to the buyer. The buyer obtains control
when the sale consideration is fully settled, and the ownership of the
property is then transferred to the buyer. Income arising from settlements or
transactions outside the ordinary course of business is not recognised as
revenue but is presented separately as "Other income" in the statement of
comprehensive income.
5.19 Finance income and costs
The Group's finance income and finance costs include:
- interest income;
- interest expense;
- dividend income.
Interest income or expense is recognised using the effective interest method.
Dividend income is recognised in profit or loss on the date on which the
Group's right to receive payment is established.
The 'effective interest rate' is the rate that exactly discounts estimated
future cash payments or receipts through the expected life of the financial
instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is
applied to the gross carrying amount of the asset (when the asset is not
credit-impaired) or to the amortised cost of the liability. However, for
financial assets that have become credit-impaired subsequent to initial
recognition, interest income is calculated by applying the effective interest
rate to the amortised cost of the financial asset. If the asset is no longer
credit-impaired, then the calculation of interest income reverts to the gross
basis.
5.19 Foreign currency translation
Transactions in foreign currencies are translated to the respective functional
currencies of Group entities at exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the exchange rate at
the reporting date. Non-monetary assets and liabilities that are measured at
fair value in a foreign currency are translated into the functional currency
at the exchange rate when the fair value was determined. Non-monetary items
that are measured based on historical cost in a foreign currency are
translated at the exchange rate at the date of the transaction. Foreign
currency differences are generally recognised in profit or loss and presented
within finance costs.
5.20 Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on acquisition, are translated to Euro at exchange
rates at the reporting date. The income and expenses of foreign operations are
translated to Euro at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in OCI and accumulated in the
translation reserve, except to the extent that the translation difference is
allocated to NCI.
When a foreign operation is disposed of in its entirety or partially such that
control, significant influence or joint control is lost, the cumulative amount
in the translation reserve related to that foreign operation is reclassified
to profit or loss as part of the gain or loss on disposal. If the Group
disposes of part of its interest in a subsidiary but retains control, then the
relevant proportion of the cumulative amount is reattributed to NCI. When the
Group disposes of only part of an associate or joint venture while retaining
significant influence or joint control, the relevant proportion of the
cumulative amount is reclassified to profit or loss.
5.21 Segment reporting
A segment is a distinguishable component of the Group that is engaged either
in providing products or services (operating segment), or in providing
products or services within a particular economic environment (geographical
segment), which is subject to risks and rewards that are different from those
of other segments. Segment results that are reported to the Group's chief
operating decision maker include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis.
5.22 Earnings per share
The Group presents basic and diluted (if applicable) earnings per share
('EPS') data for its shares. Basic EPS is calculated by dividing the profit or
loss attributable to shareholders of the Company by the weighted average
number of shares outstanding during the period. Diluted EPS is determined by
adjusting the profit or loss attributable to shareholders and the weighted
average number of shares outstanding for the effects of all dilutive potential
shares.
5.23 NAV per share
The Group presents NAV per share by dividing the total equity attributable to
owners of the Company by the number of shares outstanding as at the statement
of financial position date.
5.24 Taxation
Income tax
Taxation comprises current and deferred tax. Taxation is recognised in profit
or loss, except to the extent that it relates to a business combination, or
items recognised directly in equity or in other comprehensive income.
Current tax
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantially enacted at the
statement of financial position date, and any adjustment to tax payable or
receivable in respect of previous years. Current tax also includes any tax
arising from dividends.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes.
Deferred tax is not recognised for:
- temporary differences on the initial recognition of assets or liabilities
in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss;
- temporary differences related to investments in subsidiaries, associates and
joint arrangements to the extent that the Group is able to control the timing
of the reversal of the temporary differences and it is probable that they will
not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of
goodwill.
A deferred tax asset and liability is recognised for unused tax losses, tax
credits and deductible temporary differences to the extent that it is probable
that future taxable profits will be available against which the temporary
difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.
The measurement of deferred tax reflects the tax consequences that would
follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities. For this
purpose, the carrying amount of investment property measured at fair value is
presumed to be recovered through sale, and the Group has not rebutted this
presumption.
Deferred tax assets and liabilities are offset only if certain criteria are
met.
5.25 Fair value measurement
'Fair value' is 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 in the principal or, in its absence, the most
advantageous market to which the Group has access at that date. The fair value
of a liability reflects its non-performance risk.
A number of the Group's accounting policies and disclosures require the
measurement of fair values, for both financial and non-financial assets and
liabilities (Note 2e and Note 3).
When one is available, the Group measures the fair value of an instrument
using the quoted price in an active market for that instrument. A market is
regarded as 'active' if transactions for the asset or liability take place
with sufficient frequency and volume to provide pricing information on an
ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation
techniques that maximise the use of relevant observable inputs and minimise
the use of unobservable inputs. The chosen valuation technique incorporates
all of the factors that market participants would take into account in pricing
a transaction.
If an asset or a liability measured at fair value has a bid price and an ask
price, then the Group measures assets and long positions at a bid price and
liabilities and short positions at an ask price.
The best evidence of the fair value of a financial instrument on initial
recognition is normally the transaction price - i.e. the fair value of the
consideration given or received. If the Group determines that the fair value
on initial recognition differs from the transaction price and the fair value
is evidenced neither by a quoted price in an active market for an identical
asset or liability nor based on a valuation technique for which any
unobservable inputs are judged to be insignificant in relation to the
measurement, then the financial instrument is initially measured at fair
value, adjusted to defer the difference between the fair value on initial
recognition and the transaction price. Subsequently, that difference is
recognised in profit or loss on an appropriate basis over the life of the
instrument but no later than when the valuation is wholly supported by
observable market data or the transaction is closed out.
5.26 Discontinued operation
A discontinued operation is a component of the Group's business, the
operations and cash flows of which can be clearly distinguished from the rest
of the Group and which:
- represent a separate major line of business or geographic area of
operations;
- is part of a single co-ordinated plan to dispose of a separate major line of
business or geographical area of operations;
- is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held-for-sale.
When an operation is classified as a discontinued operation, the comparative
statement of profit or loss and other comprehensive income is re-presented as
if the operation had been discontinued from the start of the comparative year.
5.27 Comparatives
Where necessary, comparative figures have been adjusted to conform to changes
in presentation in the current year.
6. revenue
18-month Period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Revenue from contracts with customers:
Sale of trading properties - -
Other revenue
Other income 165 162
DCP settlement income 3,275 -
Total 3,440 162
7. Change in valuationS
Note 18-month Period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Gain in fair value of investment property 15 5,752 1,062
Reversal of impairment loss on equity-accounted investments 16 - 12,923
Reversal of impairment loss of property, plant and equipment 15 100 5,502
Total 5,852 19,487
8. SEGMENT REPORTING
As at 30 June 2025 and 31 December 2023, the Group is not considered to have
reportable operating segments that require disclosure. The Group has one
business segment focusing on achieving capital growth through investing in
residential resort developments primarily in south-east Europe.
The geographic information analyses the Group's non-current assets by the
Company's country of domicile. The Cypriot asset at Apollo Heights was moved
to assets held for sale for the period ended 30 June 2025 as it was sold
before year end, a deposit was received during the year 30 June 2025 however
the transaction will be completed post year end., the two new land plots at
Mandria and Peyla in Cyprus were added and the Croatian asset was moved from
non-current assets to assets held for sale in 2023, the intended sale did not
proceed in post 2023 and the asset is still held for sale in 2025 . In
presenting the geographic information, segment assets were based on the
geographic location of the assets.
Non-current assets
2025 2023
€'000 €'000
Greece 77,094 64,623
Cyprus 10,884 48,214
At end of year 87,978 112,837
Assets held for sale
2025 2023
€'000 €'000
Cyprus 7,500 -
Croatia 22,750 24,370
At end of year 30,250 24,370
Country risk developments
Greece
According to the OECD, the GDP of Greece increased by 2.0% in 2025 and it is
expected to increase by 2.1% in 2026 as increased employment, real wage
growth, and EU recovery grant disbursements bolster consumption.
Inflation in Greece is now estimated by the European Commission to be 2.8% in
2025 and is forecast to be 2.3% in 2026 and 2.4% in 2027.
Cyprus
The European Commission estimates GDP growth in Cyprus of 3.4% in 2025, 2.6%
in 2026 and 2.4% in 2027.
Inflation in Cyprus is estimated to be 0.9% in 2025 and is forecast to be 1.5%
in 2026 and 1.9% in 2027 according to the European Commission.
Croatia
According to the European Commission, GDP growth in Croatia will be 3.2% in
2025 and is forecast to grow 2.9% in 2026 and inflation is forecast to be 4,3%
in 2025 and 2.8% in 2026.
9. PROFESSIONAL FEES
18-month Period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Legal fees 1,657 1,728
Auditors' remuneration (see below) 548 267
Accounting expenses 232 642
Appraisers' fees 29 83
Project design and development fees 360 259
Consultancy fees 260 112
Administrator fees 594 310
Other professional fees 984 298
Total 4,664 3,699
2025 2023
€'000 €'000
Auditors' remuneration comprises the following fees:
Audit and other audit related services related to previous auditor 188 267
Audit and other audit related services related to current auditor 360 -
Total 548 267
The total for auditors' remuneration all relates to continuing operations.
10. ADMINISTRATIVE AND OTHER EXPENSES
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Travelling and accommodation 189 94
Insurance 151 63
Marketing and advertising expenses 21 37
Personnel expenses including social security and other costs (see below) 596 528
Immovable property and other taxes* 2,042 123
Third party expenses - 124
Lease liability adjustment 992 -
Prior year expenses underprovided - 21
Irrecoverable VAT - 9
Rents 204 97
Other 217 961
Total 4,412 2,057
*During the year immovable property and other taxes amounted to €2,0 million
because of the VAT receivable charged on the PeyIa and Mandria land in DCI
Holdings Four and DCI Holdings Five respectively. The Group is in the process
of VAT registering the companies in Cyprus and aims to reclaim the VAT.
Personnel expenses
2025 2023
€'000 €'000
Wages and salaries 403 394
Compulsory social security contributions 32 60
Other personnel costs 161 74
Total 596 528
The average number of employees employed by the Group 25* 18*
*The vast majority consists of workers/archaeologists working at Kilada
11. Finance costS
18-month Period ended 30 June 2025 Year ended 31 December 2023
Recognised in profit or loss €'000 €'000
Exchange differences - -
Finance income - -
Interest expense (702) (999)
Transaction costs and other financing expenses (665) (24)
Bank charges (75) (26)
Foreign currency translation differences (31) (20)
Finance costs (1,473) (1,069)
Net finance costs recognised in profit or loss (1,473) (1,069)
2025 2023
€'000 €'000
Recognised in other comprehensive income
Foreign currency translation differences - (69)
Finance costs recognised in other comprehensive income - (69)
12. TAXATION
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
RECOGNISED IN PROFIT OR LOSS
Income tax expense
Current year - 68
Other 5 -
5 68
Deferred tax expense
On valuation gains of investment properties (see note 22) 1,441 1,359
1,446 1,359
Taxation recognised in consolidated statement of profit or loss 1,446 1,427
Reconciliation of taxation based on taxable loss and taxation based on
accounting loss:
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Loss before taxation (17,396) (523)
Taxation using domestic tax rates 2,022 2,160
Effect of valuation gain on properties 1,441 1,359
Non-deductible expenses (1,769) (3,336)
Current year losses for which no deferred tax is recognised (253) 1,176
Other 5 68
Total 1,446 1,427
As a company incorporated under the Companies (Guernsey) law, 2008 (as
amended), the Company is subject to a 0% rate in respect to its taxable
income.
In Greece, the corporation tax rate applicable to profits is 22% (22% in
2023). Tax losses of Greek companies are carried forward to reduce future
profits for a period of five years.
The profits of the Cypriot companies of the Group are subject to a corporation
tax rate of 12.50% on their total taxable profits. Tax losses of Cypriot
companies are carried forward to reduce future profits for a period of five
years. In addition, the Cypriot companies of the Group are subject to a 3%
special contribution tax on rental income. Under certain conditions, interest
income may be subject to a special contribution tax at the rate of 30%. In
such cases, this interest is exempt from corporation tax.
In Croatia, the corporation tax rate is 18%. Tax losses of Croatian companies
are carried forward to reduce future profits for a period of five years.
13. earnings/(loss) per share
Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to owners of the Company by the weighted average number of common shares
outstanding during the period.
.
18-month period ended 30 June 2025 Year ended 31 December 2023
'000 '000
Loss attributable to owners of the Company from continuing operations (25,870) (2,194)
Profit attributable to owners of the Company from discontinued operations 3,360 3,941
Total loss attributable to owners of the Company (€) (22,510) (1,747)
Number of weighted average common shares outstanding 904,627 904,627
Basic loss per share - continuing operations (€) (0.03) (0.002)
Basic earnings per share - discontinued operation (€) (0.004) 0.004
Basic (loss)/earnings per share - total (€) (0.003) 0.002
Weighted average number of common shares outstanding
2025 2023
'000 '000
Outstanding common shares at the beginning and end of the year 904,627 904,627
Diluted earnings/(loss) per share
As at 30 June 2025 and 31 December 2023, the diluted earnings per share is the
same as the basic earnings per share, as there were no outstanding dilutive
potential ordinary shares (a financial instrument or other contract that, when
converted to ordinary shares, would decrease earnings per share) during these
periods.
14. Property, plant and equipment
Property under construction Land & Machinery & equipment
€'000 buildings €'000 Other Total
€'000 €'000 €'000
2025
Cost or revalued amount
At beginning of period 11,392 39,551 377 45 51,365
Revaluation - 7,360 - - 7,360
Direct acquisitions 1,867 58 3 - 1,928
At end of period 13,259 46,969 380 45 60,653
Depreciation and impairment
At beginning of period - 8,719 367 39 9,125
Depreciation charge for the period - 175 2 1 178
Reversal of impairment loss (note 7) - 100 - - 100
Exchange difference - - - - -
At end of period - 8,994 369 40 9,403
Carrying amounts 13,259 37,975 11 5 51,250
Property under construction Land & Machinery & equipment
€'000 buildings €'000 Other Total
€'000 €'000 €'000
2023
Cost or revalued amount
At beginning of year 8,924 20,457 377 45 29,803
Revaluation - 19,093 - - 19,093
Direct acquisitions 2,468 1 - - 2,469
At end of year 11,392 39,551 377 45 51,365
Depreciation and impairment
At beginning of year - 14,174 365 38 14,577
Depreciation charge for the year - 47 2 1 50
Reversal of impairment loss - (5,502) - - (5,502)
Exchange difference - - - - -
At end of year - 8,719 367 39 9,125
Carrying amounts 11,392 30,833 10 6 42,240
Fair value hierarchy
The fair value of land and buildings, amounting to €37,975 thousand (2023:
€30,833 thousand), has been categorised as a Level 3 fair value based on the
inputs to the valuation techniques used.
The following table shows a reconciliation from opening to closing balances of
Level 3 fair value.
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
At beginning of year 30,833 6,283
Acquisitions 58 1
Gains/(losses) recognised in profit or loss
Reversal of impairment loss and write offs in 'Change in valuations' (100) 5,502
Revaluation in excess of amounts previously impaired 7,360 19,094
Depreciation in 'Depreciation charge' (175) (47)
At end of period/ year 37,975 30,833
As at 30 June 2025 and 31 December 2023, part of the Group's property, plant
and equipment is held as security for bank loans (see note 22).
Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in measuring land and
buildings, as well as the significant unobservable inputs used.
Property Location Valuation methodology (note 3) Significant unobservable inputs Inter-relationship between key valuation inputs and Fair Value measurement
Property in Greece - "Kilada Hills Golf Resort" Combined approach The estimated Fair Value of the Hotel component of the project would
increase/(decrease) if:
(Discounted Cash Flow (DCF) Method & Residual)
Room occupancy rate was higher/(lower);
Lower than comparable hotels due to its location.
Room occupancy rate (annual): 2030: 32% (Year One - Beginning of Operation)
2033: 37% (Year Four - Stabilised Operation)
Average daily rate per occupied room was higher/lower;
(Development Perimeter - Hotel component)
Somehow lower than comparable hotels at stab.
Average Daily Rate per occupied room: 2030: €1,119 (Year One - Beginning of Operation)
2033: €1,274 (Year Four - Stabilised Operation)
Gross operating margin was higher/(lower); in line with comparables properties
Gross operating margin rate: 2030: 33,4% (Year One - Beginning of Operation)
2033: 41,7% (Year Four - Stabilised Operation)
Terminal capitalisation rate was lower/(higher;
Higher cap rates reflecting the increased risk of the project
Terminal capitalisation rate:
9,00%
Risk-adjusted discount rate was lower/(higher).
Risk-adjusted discount rate (WACC):
Higher discount rate reflecting the increased risk of the project
13%
The estimated Fair Value of the Residential component of the project would
increase/(decrease) if:
Combined Discounted Cash Flow (DCF) Method & Residual
Selling prices increase/(decrease);
- Construction costs decrease/(increase);
- Cash flow velocity is shorter/(longer), leading to faster/(slower) project
Residence selling price (€/m2): 2025: €4,000 to €11,500 (wavg: €4,050) delivery;
(Development Perimeter - Residential component) 2023: €2,900 to €7,500 (wavg.: €4,472) - The selling curve (annual absorption rate) increases/(decreases);
- Market demand for luxury second homes strengthens/(weakens);
Residence construction cost (€/m2): 2025: €3,400 to €7,280 (wavg: €4,583) - Discount rates (WACC) decrease/(increase);
2023: €2,400 to €5,000 (wavg.: €2,943) - Availability of comparable competitive supply increases;
- Investor sentiment and international buyer activity increases/(declines);
Cash flow velocity (years): 2025: 1 to 10 years
2023: 2 to 9 years
Selling curve (% p.a.) of total available stock:
2025: 2.47% to 15.19%
2023: 0% to 40%
Property Location Valuation methodology (note 3) Significant unobservable inputs Inter-relationship between key valuation inputs and Fair Value measurement
Combined approach
Property in Greece - land to be developed as the "CAVO PLAKO RESORT" (Discounted Cash Flow (DCF) Method & Residual) The estimated Fair Value of the Hotel component of the project would increase
if:
room occupancy rate was higher;
(Development Perimeter - Hotel component) Room occupancy rate (annual): 2025: 70% to 78% (stabilization in Year 4)
TRevPOR was higher and the property was located at a more established location
in terms of domestic and international tourist appeal;
Total Average Daily Rate per occupied room (or TrevPOR): 2025: €337.17 to €464.57 (€412.53 in Year 4)
GOP Margin was higher - absence of established hotel brands and large-scale
hospitality schemes, inadequate marketing and promotion in Siteia
Cap rate was lower - the tourism industry confronts staffing shortage and
Gross operating margin rate: minimum wages have increased. These factors are increasing the operational
costs for hotels;
2025: 52.6% to 56.4% (in stabilization year)
discount rate was lower;
Terminal capitalization rate:
timeline span was shorter - planning maturity is also low, the rather
2025: 8.00% [12.5x multiple] environmentally sensitive character of this location in conjunction of civil
service bureaucracy
development cost was lower - Development risks over this period relating to
continuing construction cost increase.
Risk-adjusted discount rate (WACC):
2025: 11.00%
Development timeline:
2025: Five years, with the percentages allocated per year from 2025/2026 being
approximately 2%, 4%, 40%, 35% and 19%.
Construction cost:
2025: €1,000/sq m for ancillary areas
€2,150-2,450/sq m for areas of main use
Sensitivity of fair value measurement to change in unobservable inputs
Given the uncertainties in the market, any changes in unobservable inputs may
lead to measurement with significantly higher or lower fair value. Discount
rate is considered the most sensitive of the unobservable inputs and a
variation of the discount rate would affect the fair value of property in
Greece - Hotel complex as follows:
Change in Impact on fair value
Assumption 2025
Increase (Decrease)
Discount Rate % €'000 €'000
- Hotel Complex in Greece 1.00% (3,300) 3,600
Change in Impact on fair value
Assumption 2023
Increase (Decrease)
Discount Rate % €'000 €'000
- Hotel Complex in Greece 1.00% (5,050) 5,780
15. Investment property
18-month period ended 30 June 2025 Year ended 31 December 2023
Note €'000 €'000
At beginning of year 27,903 45,943
Capital subsequent expenditure 10,573 77
Fair value adjustment 7 5,752 6,252
Transfer to Assets held for sale (7,500) (24,371)
Exchange differences - 2
At end of period 36,728 27,903
As at 30 June 2025 and 31 December 2023, part of the Group's immovable
property is held as security for bank loans (see note 22).
Changes in fair value are recognised as gain/(losses) in profit or loss and
included in "Change in Valuation" (see note 8). All such gains/(losses) are
unrealised.
Part of investment property includes land acquired by Golfing Developments
S.A. ("Golfing"), a subsidiary company and owner of the Lavender Bay Resort,
from third parties and also right-of-use assets on land leased by third
parties. It should be noted that in 2010, the Greek State Real Estate Service
disputed part of this land owned by Golfing as belonging to the Greek State.
In 2011, the vendor of the land lodged an objection (administrative appeal) to
the
Directorate of Public Property of the Ministry of Finance, requesting the
review of the conclusion of the Real Estate Service report, as well as the
Final report of the inspector of the Ministry of Finance. Golfing proceeded
with various legal actions in order to verify its ownership of the land at
that time. As part of these legal proceedings, the Courts had issued a
decision in 2019 as part of a criminal law procedure, indicating that there
were no grounds indicating the public nature of Golfing's land.
In September 2021, the Greek Council for Public Properties issued an Opinion
claiming that a part of the overall land comprising 843,114m(2), amounting to
€3.2 million as at 30 June 2025 (31 December 2023: €3.2 million) and
included in Investment Property as of 30 June 2025 and 31 December 2023
respectively, that was sold from the Archdiocese of Dimitriada ('Vendor') to
Golfing in 2006 and 2007, belonged to the Greek State disputing the private
character of the land. This Opinion was adopted by the Ministry of Finance in
January 2022, who took steps to register the property in the name of the Greek
State at the local land registries in April and May 2022. This adoption
constitutes a unilateral administrative act and if it is found to be incorrect
or illegal, it can be revoked.
The Company intends to proceed to an appeal to the Greek courts claiming its
ownership of the disputed land, based on Golfing's and the Company's relevant
Board of Directors decision that was taken at its meetings on 15 June 2022 and
22 June 2022, respectively.
In addition, the Greek Council for Public Properties disputed the ownership
rights of the Vendor on the land leased to Golfing in 2006 and 2007 of
2,097,443 m(2), from which 1,746,334 m(2) are activated leased contracts, of
an amount of €1.3 million included in Investment Property as of 30 June 2025
( 31 December 2023: €1.3 million), for which, though, no final opinion was
issued by this Council. Golfing and the Vendor proceeded to legal actions
relating to this dispute as well in January 2022.
The Group believes, based on legal assessments obtained, that the unilateral
registration of the property in the name of the Greek State, does not
establish and does not constitute a title deed or a court decision and,
therefore does not lead to the loss of property rights of Golfing but the
Greek State disputes the private character of the above land of 843,114m(2) of
Golfing, indicating its public character.
Although the dispute is considered as a significant obstacle to the
continuation of the investment in the project, Golfing continues to recognize
the respective land under its assets as investment property of Golfing, on the
basis of legal evidence of ownership of the land as described above.
Golfing, based on third-party valuation experts, assessed the fair value of
the respective land included in investment property and recognised an
estimated gain of €1.0 million within the overall fair value adjustment of
€5.8 million reported in profit or loss for the period (2023: €1.0
million).
Golfing and the Greek Church have started discussions on renegotiating the
current agreements in place in order to replace these with new ones which
better reflect current situation.
During 2023, the Company appointed an agent to actively seek buyers for Azurna
Uvala d.o.o. which owns the property at Livka Bay. Heads of terms for the sale
were signed in February 2024, and a Sale & Purchase Agreement was signed
in June 2024. As a consequence, the disposal group has been accounted for in
accordance with IFRS 5 whereby the disposal group's asset and liabilities have
been categorised as Assets held for sale and Liabilities held for sale in the
consolidated statement of financial position. In accordance with IFRS 5 the
operation has been shown as discontinued.
The fair value of investment property, amounting to €34.6million and (31
December 2023: €27.9 million), has been categorised as a Level 3 fair value
based on the inputs to the valuation techniques used.
Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in measuring the fair
value of investment property, as well as the significant unobservable inputs
used.
Fair value hierarchy
Property location Valuation technique (see note 3) Significant unobservable inputs Inter-relationship between key valuation inputs and fair value measurement
Property in Greece - land to be developed as the "SCORPIO BAY RESORT" Market approach based on buildable area Asking prices per m(2) of buildable area: 2025: €100 to €700 The estimated fair value would increase primarily if the property were located
at a more established location in terms of domestic and international tourist
appeal. Planning maturity is also low.
Asking prices per m(2) were higher/(lower) by an average rate of 20%
Premiums/discounts on the following:
Location: 2025: -50% to -5% Discounts were higher, since the area is not yet attractive to investors.
Site size: 2025: -30% to +20%
Geometrical features and land configuration: 2025: -20% to +5%
Asking vs transaction (offer/bid spread): 2025: -25% to 0%
Period of reference or marketing exposure time: 2025: 0% to +25% Many benchmark cases that have gone public and that are deemed very relevant
refer to previous years
Consented development, zoning, and maturity stage of each project: 2025: -30% to 0% The property under assessment is at a very early stage of maturity
Expected acceptance from local community: 2025: -25% to -5% Locals opposed to energy plants and heavy infrastructure, although the area
has an industrial and mining entourage
Infrastructure required 2025: -10% to 0%
Aggregate adjustment: 202\5: -85% to -60% All relevant benchmarking and competitive schemes are located at more
promising locations and/or are more mature in consenting terms and/or require
smaller CapEx for infrastructure
Weight allocation 2025 A relativity weighting was further applied to the comparables because of their
broad spatial dispersion
GNTO section of the property
Property in Greece - land to be developed as the "LAVENDER BAY RESORT" Comparative Method (Market Approach) The estimated fair value would increase primarily if the property was located
at a more established location in terms of domestic and international tourist
Asking prices per m(2): 2025: € 20 to € 26.67 appeal. Planning maturity is also low.
Premiums/discounts on the following:
Location: 2025: -10% The area is not yet attractive to investors.
Site size: 2025: -30%
Distance from seafront: 2025: -15% Taking into account an average distance for the entire section.
Asking vs transaction (offer/bid spread): 2025: -10%
Period of reference or marketing exposure time: 2025: -5% to 0%
Whether the plot is devoid of any official forest areas: 2025: 0% to 30%
Whether a comparable includes any infrastructure: 2025: -5% to 0%
Aggregate adjustment: 202\5: -70% to -40% All relevant benchmarking is located at more promising locations and/or are
more mature in consenting terms and/or require smaller CapEx for
infrastructure.
Applied discount due to dispute of ownership issues: 2025: -40%
Plots purchased from other, third party, sellers
Comparative Method (Market Approach) The estimated fair value would increase primarily if the properties was
located at a more established location in terms of tourist appeal.
Asking prices per m(2): 2025: € 14.60 to € 22.95
Premiums/discounts on the following:
Location: 2025: -10% to 0% The area is not yet attractive to investors.
Site size: 2025: -5% to 10%
Distance from seafront: 2025: -20% Taking into account an average distance for the plots.
Asking vs transaction (offer/bid spread): 2025: -10%
Period of reference or marketing exposure time: 2025: -5% to 0%
Eligibility for development: 2025: -25% to 0% Depending on plot grouping
Accessibility: 2025: -10% to 0% Depending on plot grouping
Aggregate adjustment: 202\5: -75% to -25% Depending on plot grouping, many plots present accessibility issues and/ or
are not eligible for development.
Leasehold interest sections
Discounted Cash Flow (DCF) Method The estimated fair value would increase primarily if the property was not a
designated forest area.
Asking rental prices per m(2): 2025: € 10.27 to € 187.75
Premiums/discounts on the following:
Location: 2025: -15% to 40%
Site size: 2025: -60% to -20% The site under valuation is quite substantial
Potential for commercial exploitation: 2025: -40% to -20%
Asking vs transaction (offer/bid spread): 2025: 0% Actual transactions
Period of reference or marketing exposure time: 2025: 0% The transactions of 2024 are deemed quite relevant today as well
Aggregate adjustment: 202\5: -40% to -95%
Lease durations 2025: 99 years
Applied discount rate 2025: 5.00%
Combined Discounted Cash Flow (DCF) Method & Residual PERPO section- Residential development
The estimated Fair Value of the PERPO section of the project would
increase/decrease if:
Residence selling price (€/m(2)):
- Selling prices increase/ decrease;
2025: € 1,800 to € 4,500 (wavg: €4,500)
- Construction costs decrease/ increase;
- Cash flow velocity is shorter/longer, leading to faster/(slower) project
Residence construction cost (€/m(2)): 2025: Hard cost: € 2,691.1 delivery;
Total: € 3,336.94 - The selling curve (annual absorption rate) increases/ decreases;
- Market demand for luxury second homes strengthens/ weakens;
- Discount rates (WACC) decrease/ increase;
Cash flow velocity (years): 2025: 1 to 12 years - Availability of comparable competitive supply increases;
- Investor sentiment and international buyer activity increases/declines
Selling curve (% p.a.) of total available stock: 2025: 0% to 11.5%
Applied discount rate
2025: 13.50%
Applied discount due to dispute of ownership issues:
2025: -40%
Property Market The estimated fair value would increase/(decrease) if:
in Croatia - Livka Bay approach Asking (or transaction) prices per m2: 2025: €13 to €93 Asking prices per m2 were higher/(lower);
Premiums/(discounts) on the following: 2023: €13 to €348 Premiums were higher/(lower);
Location: Discount were (lower)/higher
Site size:
Asking vs transaction:
Quality factor 2025: 0% to 5% Three comparable properties were smaller than the subject
2023: 0%
Capacity No asking used
2025: -20% to 0%
Weight allocation 2023: -25% to 0%
All comparables had slightly better infrastructure
2025: 0%
2023: 0% Three comparables had less bed density hence the premium
All comparables had equal weight
2025: -10% to 0%
2023: -5%
2025: -15% to 5%
2023: 0% to 40%
2025: 20%
2023: 25%
Property Market The estimated fair value would increase/(decrease) if:
in Croatia - Livka Bay approach Asking (or transaction) prices per m2: 2025: €13 to €93 Asking prices per m2 were higher/(lower);
Premiums/(discounts) on the following: 2023: €13 to €348 Premiums were higher/(lower);
Location: Discount were (lower)/higher
Site size:
Asking vs transaction:
Quality factor 2025: 0% to 5% Three comparable properties were smaller than the subject
2023: 0%
Capacity No asking used
2025: -20% to 0%
Weight allocation 2023: -25% to 0%
All comparables had slightly better infrastructure
2025: 0%
2023: 0% Three comparables had less bed density hence the premium
All comparables had equal weight
2025: -10% to 0%
2023: -5%
2022: -5% to +15%
2025: -15% to 5%
2023: 0% to 40%
2025: 20%
2023: 25%
Valuation techniques and significant unobservable inputs
Property in Cyprus - Mandria and Peyla Market approach Mandria: The estimated fair value in both Mandria and Peyia would increase/(decrease)
if:
Market comparables/ actual transactions range: (€/sq m-land)
a) Building density increases, resulting in a higher unit
2025: €150 to €300/sq m value per sq m
Peyia: b) Residential demands increase, resulting to higher land
values
Market comparables/ actual transactions range: (€/sq m-land)
c) Obtaining planning permission
Adjustment factors in both:
In general, for land plots, the inter-relationship between the key inputs-such
Adjustment factor for "Location & views": 2025: €180 to €250/sq m as unit land values, development potential, planning prospects, and market
demand-means that changes in any of these assumptions can directly influence
the others and result in a significantly different fair value measurement.
Peyia:
2025: -10% to 10%
Adjustment factor for "site size":
Mandria:
2025: -10% to 10%
Peyia:
2025: -0% to 0%
Adjustment factor for "accessibility":
Mandria:
2025: -20% to 10%
Adjustment factor for "frontage & dimensions": Peyia:
2025: -0% to 0%
Adjustment factor for "Land configuration"
Mandria:
: 2025: -0% to 0%
Peyia:
2025: -0% to 5%
Mandria:
2025: -5% to 10%
Sensitivity of fair value measurement to change in unobservable inputs
Given the uncertainties in the market, any changes in unobservable inputs may
lead to measurement with significantly higher or lower fair value. A variation
of the annual estimated fair value per square meter would affect the fair
value of investment properties per square meter as follows:
Change in Impact on fair value
Assumption 30 June 2025 31 December 2023
Annual estimated asking price Increase Decrease Increase (Decrease)
per square meter % €'000 €'000 €'000 €'000
- Property in Greece 10% 993 (993) 2,238 (2,238)
- Property in Croatia 10% 2,275 (2,275) 2,289 (2,289)
- Property in Cyprus 10% 1,088 (1,088) 552 (552)
16. equity-accounted investMENTs
DCI H2 DCI H2
30 June 2025 31 December 2023
Note €'000 €'000
30 June 2025
At beginning of period 42,694 42,694
Share of loss, net of tax (15,094) (12,923)
Disposal of Associate (27,600) -
Reversal of impairment loss - 12,923
At end of period/ year end - 42,694
DCI Holdings Two Limited ("DCI H2")
Since 31 December 2020, the Company's holding of 47.9% in DCI H2 (owner of
Aristo Developers Ltd, 'Aristo'), has been classified as an associate. An
impairment loss was recognised in 2016, based on an agreement to dispose of
the entire 49.75% shareholding in DCI H2 then owned, for the amount of €45
million. The Group subsequently disposed of 1.82% and as a result the
Company's investment in DCI H2 reduced to 47.9% at a value of €42.7 million,
which the Group estimated to be the recoverable amount as at the end of the
reporting period.
On 21 February 2025 the Group disposed of the investment in DCI H2 for the
amount of €27.6 million, as part of the transaction the Group received
€8.7 million in cash from Mr Aristodemou of which €3.2 million was placed
in an escrow account until latest 31st December 2026 in order to guarantee
DCI's obligation for its share in any liabilities that might arise on DCI H2
and its subsidiaries relating to the period until Completion that was not
provided for at the time of signing. As part of the sale consideration Mr
Aristodemou transferred three parcels of residential development land in
Cyprus with a value of €12.8 million to the Company on 21 May 2025. The
remaining amount of €6.1 million will be paid after tax clearances have been
received for the transaction in Cyprus. As each tranche of cash or land is
received by the Company, a corresponding proportion of the Company's
shareholding in DCI H2 has been transferred to Mr Aristodemou and at 30 June
2025 the Company only held 10.69% of DCI H2.
Pursuant to the terms of a transaction executed in August 2019, for the sale
of 37 hectares in the area referred to as 'Atlantis', in the north of the
Venus Rock project which was formerly owned by Aristo Developers, to Aristo
Ktimatiki (an entity controlled by Mr. Theodoros Aristodemou, chairman of
Aristo). The remaining €3.5 million that was due by 30 June 2020 is now
expected to be received during Q1 2026. The corresponding preferred shares
have been transferred by the Company to Aristo Ktimatiki on a prorated basis
in line with the receipt of the commensurate instalments, but the underlying
land has not yet been transferred pending the receipt of full payment. Mr
Aristodemou has committed to make the final payment to the Company of €3.5
million for receiving transfer of the Company's remaining 18.60% holding in
the Class A Preferred share capital of DCI H2 which represents the ownership
and management rights of Venus Rock. Payment will be made after the receipt of
tax clearances in Cyprus. The Company's valuation as at 30 June 2025 of this
interest was €3.5 million.
The details of the above investments are as follows:
Country of Shareholding interest
Name Incorporation Principal activities 2025 2023
DCI H2 BVI Acquisition and holding of real estate investments in Cyprus 10.69% 48%
17. Trading properties
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
At beginning of period/year 56,516 56,516
At end of period/year 56,516 56,516
Trading properties comprise land to be sold and to be developed into villas
and holiday houses.
18. RECEIVABLES AND OTHER ASSETS
18-month period ended 30 June 2025 Year ended 31 December 2023
Note €'000 €'000
Trade receivables 6,150 -
Other receivables 4,110 1,717
Loan Receivable 27.3.1 - -
VAT receivables 232 915
Total Trade receivables and other assets 10,492 2,632
Amounts Receivable from Investment Manager 27.2 6,250 1,898
Prepayments and other assets 67 -
Total 16,809 4,530
The amount receivable from the Investment Manager related to €3.0 million of
advance payments made during 2022. As mentioned in note 32, as part of its
counterclaim DCI is seeking repayment from DCP of advance payments totaling
€3.0 million made to DCP pursuant to the Investment Management Agreement
dated 1 December 2021. This amount has been received post year end as part of
the global, comprehensive, confidential settlement with the former Investment
Manager as announced by the Group on 12 September 2025.
19. Cash and cash equivalents
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Bank balances 37 471
Total 37 471
20. capital and reserves
Capital
Authorised share capital
18-months period ended 30 June 2025 Year ended 31 December 2023
'000 of shares €'000 '000 of shares €'000
Common shares of €0.01 each 2,000,000 20,000 2,000,000 20,000
Movement in share capital and premium
Shares in issue Share capital Share premium
'000 €'000 €'000
Capital at 1 January 2024 and to 30 June 2025 904,627 9,046 569,847
All shares are fully paid.
Reserves
Translation reserve: Translation reserve comprises all foreign currency
differences arising from the translation of the financial statements of
foreign operations.
Revaluation reserve: Revaluation reserve relates to the revaluation of
property, plant and equipment from both subsidiaries and equity-accounted
investments, net of any deferred tax.
21. LOANS AND BORROWINGS
Total Within one year Two to five years
2025 2023 2025 2023 2025 2023
€'000 €'000 €'000 €'000 €'000 €'000
Loans in Euros 4,268 2,893 4,268 2,893 - -
Redeemable preference shares 12,000 11,298 - - 12,000 11,298
Total 16,268 14,191 4,268 2,893 12,000 11,298
Loans denominated in Euros
In the prior year, the maturity date of the outstanding loan of Azurna Uvala
D.o.o. (the owner of "Livka Bay") was extended to 31 December 2023 and since
then the loan has been tied to being repaid from the sale of the asset.
During the 18-month period, the Company borrowed €3.6 million (31 December
2023: € 2.76 million) from various shareholders at a simple interest rate of
12% per annum and one short term loan for 9% interest per annum. The majority
of the loans were of a fixed duration being 12 months from receipt of the
funds and one loan was for a maturity of 3 months. During the period, twelve
shareholder loans amounting to capital of €2.4 million were repaid.
Redeemable preference shares
On 18 December 2019, the Company signed an agreement with an international
investor for a €12.0 million investment in the Kilada Hills Project. The
investor agreed to subscribe for both common and preferred shares. The total
€12.0 million investment was payable in 24 monthly instalments of €0.5
million each. Under the terms of the agreement, the investor is entitled to a
priority return of the total investment amount from the net disposal proceeds
realised from the project and retains a 15% shareholding stake in Kilada. As
of 30 June 2025, 15.00% (31 December 2023: 15.00%) of the ordinary shares have
been transferred to the investor.
As of 30 June 2025, 12,000 redeemable preference shares (31 December 2023:
12,000) were in issue fully paid with a value of €1,000 per share. The
redeemable preference shares were issued with a zero-coupon rate and are
discounted with a 0.66% effective monthly interest rate, do not carry the
right to vote and are redeemable when net disposal proceeds are realised from
the Kilada Project. As at 30 June 2025, the fair value of the redeemable
preference shares was €12.0 million (31 December 2023: €11.3 million).
Terms and conditions of the loans
The terms and conditions of outstanding loans were as follows:
Secured loan Currency Interest rate Maturity dates 30 June 2025 31 December 2023
€'000 €'000
Livka Bay* Euro Euribor plus 4.25% p.a. 2023 4,868 4,155
Shareholder loans ** Euro/USD 12% per annum 2025 4,268 2,893
Total interest-bearing liabilities 9,136 7,048
*The loan on Livka Bay has been categorised within liabilities held for sale.
The loan from PBZ was due to be paid on 31 December 2023. The bank has agreed
to extend the repayment date until the date on which the sale of Livka Bay
completes and this arrangement remains ongoing.
** When any of the shareholder loans reached the 12-month maturity date, the
lender has agreed to extend its maturity via a loan extension agreement
pending the completion of the sale of one of the Company's assets.
Security given to lenders
As at 30 June 2025, the Group's loans were secured as follows:
· Regarding the Kilada preference shares, upon transfer of the
entire amount of €12 million from the investor in accordance with the terms
of the agreement, a mortgage is set against the immovable property of the
Kilada Hills Project, in the amount of €15.0 million (31 December 2023:
€15.0 million).
· Regarding the Livka Bay loan, a mortgage against the immovable
property of the Croatian subsidiary, Azurna (the owner of "Livka Bay"), with a
carrying value of €22.8 million at 30 June 2025 (31 December 2023: €24.4
million), two promissory notes, a debenture note and a letter of support from
its parent company Single Purpose Vehicle Four Limited.
· The shareholders loans are being secured against the issued share
capital of the wholly owned subsidiary Eastern Crete Development Company
Limited.
Reconciliation of movements of liabilities to cash flows arising from
financing activities
Loans and borrowings Lease Non-controlling interests Total
€'000 liabilities €'000 €'000
€'000
As at 30 June 2025
Balance at the beginning of the period 14,191 3,410 4,281 21,882
Changes from financing cash flows:
New loans from shareholders 3,600 - - 3,600
Repayment of loans and borrowings (2,410) - - (2,410)
Payment of lease liability - (38) - (38)
Interest paid (478) - - (478)
Other movements (3) - - (3)
Total changes from financing cash flows 709 (38) - 671
Other changes- Liability-related
Interest expense 1,368 - - 1,368
Other movements - 308 308
Lease liability adjustment - 992 - 992
Total liability-related other changes 1,368 992 308 2,668
Balance at the end of the period 16,268 4,364 4,589 25,221
Loans and borrowings Lease Non-controlling interests Total
€'000 liabilities €'000 €'000
€'000
As at 31 December 2023
Balance at the beginning of the year 15,045 3,435 8,440 26,920
Changes from financing cash flows:
New loans from shareholders 2,760 - - 2,760
Transaction costs related to loans and borrowings - - - -
Repayment of loans and borrowings (500) - - (500)
Payment of lease liability - (50) - (50)
Interest paid (261) - - (261)
Other movements - - - -
Total changes from financing cash flows 1,999 (50) - 1,949
Other changes- Liability-related
Interest expense 1,302 25 - 1,327
Transfer to liabilities (4,155) - - (4,155)
Capital reduction and settlement of non-controlling interest - - (6,637) (6,637)
Other movements - - 2,478 2,478
Total liability-related other changes 2,853 25 (4,159) (6,987)
Balance at the end of the year 14,191 3,410 4,281 21,882
22. Deferred tax liabilities
30 June 2025 31 December 2023
€'000 €'000
Balance at the beginning of the year 10,998 6,577
Recognised in profit or loss (see note 13) 1,441 1,359
Recognised in discontinued operations (see note 30) - 933
Recognised in other comprehensive income - 4,201
Transferred to held for sale assets (56) (2,071)
Exchange differences - (1)
Balance at the end of the period 12,383 10,998
Deferred tax liabilities are attributable to the following:
30 June 2025 31 December 2023
€'000 €'000
Investment properties 1,065 1,121
Trading properties 4,299 4,299
Property, plant and equipment 7,019 5,578
Total 12,383 10,998
23 Lease liabilities
The major lease obligations comprise leases at Lavender Bay in Greece with
99-year lease terms, for which, as mentioned in note 16, the Greek State
disputed the ownership rights of the lessor.
30 June 2025 31 December 2023
€'000 €'000
Non-current 4,306 3,322
Current 58 88
Total 4,364 3,410
24. Trade and other payables
30 June 2025 31 December 2023
€'000 €'000
Land creditor 20,752 20,752
Trade payables 6,945 2,991
Other payables 6,111 7,072
Accrued expenses 1,643 1,425
Total 35,451 32,240
2025 2023
€'000 €'000
Non-current 22,351 21,004
Current 13,100 11,236
Total 35,451 32,240
Land creditors relate to contracts for the purchase of land at Lavender Bay
from the Church. The outstanding balance accrues interest annually at a rate
linked to inflation, capped at 2% per annum. Under the agreement, full
settlement is scheduled for 31 December 2025. However, due to an ownership
dispute with the Greek Government, this settlement date is not considered
binding. As noted in Note 16, the Group is currently negotiating with the land
creditor to ensure that no further payments are made under the sale and
purchase contracts until the legal dispute with the Greek State is resolved.
The Group is also seeking to reduce the total amount of its deferred
liabilities, potentially by converting all or part of the deferred payments
into equity in the project
25. NAV per share
2025 2023
'000 '000
Total equity attributable to owners of the Group (€) 111,294 126,444
Number of common shares outstanding at end of year 904,627 904,627
NAV per share (€) 0.12 0.14
26. Related party transactions
26.1 Directors' interest and remuneration
Directors' interests
Miltos Kambourides was the founder and managing partner of the Investment
Manager and he was removed as a Director on 18 March 2023 and the Investment
Manager's Agreement (IMA) was terminated on 20 March 2023.
Martin Adams, Nick Paris and Nicolai Huls were non-executive Directors
throughout 2022, with Martin Adams serving as Chairman of the Board of
Directors. On 10 February 2023, Martin Adams resigned as a Director and on 13
February 2023 Sean Hurst was appointed as a non-executive Director and
Chairman. Nick Paris and Nicolai Huls became Executive Directors when the IMA
was terminated on 20 March 2023. Gerasimos Efthimiatos was appointed as a
non-independent non-executive director on 15 November 2023 and removed as a
Director on 10 October 2025. Martin Adams and Nikiforos Charagkionis were
appointed as Directors on 14 and 11 October 2025 respectively.
The interests of the Directors as at 30 December 2025, all of which are
beneficial, in the issued share capital of the Company as at this date were as
follows:
Shares
'000
Sean Hurst 475
Nicolai Huls 775
Nick Paris 1,634
Nick Paris has provided three shareholder loans during the period amounting in
aggregate to €225,000 to the Company.
Save as disclosed in this Note, none of the Directors had any interest during
the year in any material contract for the provision of services which was
significant to the business of the Group.
Directors' remuneration
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Remuneration 867 374
Total remuneration 867 374
The Directors' remuneration details for the period ending 30 June 2025 and 31
December 2023 were as follows:
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Martin Adams - 8
Sean Hurst 113 66
Nick Paris 358 150
Nicolai Huls 358 150
Gerasimos Efthimiatos 38 -
Total 867 374
26.2 Investment Manager remuneration (in place until March 2023)
18-month period ended 30 June 2025 Year ended 31 December 2023
€'000 €'000
Fixed management fee - -
Total remuneration - -
Variable management fee payable - (1,075)
Project Fees - (2)
Incentive fee advance payments 2,975 2,975
Amount Receivable from Investment Manager 2,975 1,898
26.3 Other related party transactions
26.3 Discover Investment Company
The Company has borrowed €3.6 million from 8 shareholders during the
18-month period ended 30 June 2025 (31 December: €2.89 million) and €2.4
million in loans were repaid during the period. Two loans amounting in
aggregate to €700,000 were borrowed from Discover Investment Company during
the period and a further loan of 400,000 was borrowed on 22.8.25 and these
have all now been repaid. The loans are for a 12-month term bearing an
interest rate of 12% p.a. with no fees payable on disbursement or repayment.
The shareholders loans have been secured against the issued share capital of
the wholly owned subsidiary Eastern Crete Development Company Limited. Nicolai
Huls is a director of Discover Investment Company.
27. NON-Controlling interests
The following tables summarise the information relating to each of the Group's
subsidiaries that have material non-controlling interests, before any
intra-group eliminations.
2025 MCO 1
€'000
Non-controlling interests' percentage 15.00%
Non-current assets 54,287
Current assets 57,769
Non-current liabilities (51,395)
Current liabilities (13,506)
Net assets 47,155
Carrying amount of non-controlling interests 4,589
Revenue 466
Profit 2,302
Other comprehensive income -
Total comprehensive income 2,768
Dividends Paid -
Profit allocated to non-controlling interests 308
Other comprehensive income allocated to non-controlling interests -
Dividends paid to non-controlling interest -
2023 MCO 1
€'000
Non-controlling interests' percentage 15.00%
Non-current assets 46,129
Current assets 58,940
Non-current liabilities (66,270)
Current liabilities (10,259)
Net assets 28,540
Carrying amount of non-controlling interests 4,281
Revenue 125
Profit 1,632
Other comprehensive income 14,893
Total comprehensive income 16,650
Dividends Paid -
Profit allocated to non-controlling interests 244
Other comprehensive income allocated to non-controlling interests 2,234
Dividends paid to non-controlling interest -
28. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group is exposed to credit risk, liquidity risk and market risk from its
use of financial instruments. The Board of Directors has overall
responsibility for the establishment and oversight of the Group's risk
management framework. The Group's risk management policies are established to
identify and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group's activities. The Group's overall strategy
remains unchanged from last year.
Credit risk arises when a failure by counterparties to discharge their
obligations could reduce the amount of future cash inflows from financial
assets on hand at the statement of financial position date. The Group has
policies in place to ensure that sales are made to customers with an
appropriate credit history and monitors on a continuous basis the ageing
profile of its receivables. The Group's trade receivables are secured with the
property sold. Cash balances are mainly held with high credit quality
financial institutions, and the Group has policies to limit the amount of
credit exposure to any financial institution.
Financial risk factors continued
(i) Credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the end of the reporting year
was as follows:
30 June 2025 31 December 2023
€'000 €'000
Trade and other receivables (see note 18) 16,809 2,632
Cash and cash equivalents (see note 19) 37 471
Total 16,846 3,103
Trade and other receivables
Credit quality of trade and other receivables
The Group's trade and other receivables are unimpaired.
Cash and cash equivalents
Exposure to credit risk
The table below shows an analysis of the Group's bank deposits by the credit
rating of the bank in which they are held:
2025 2023
No. of Banks €'000 No. of Banks €'000
Bank group based on credit ratings by Moody's
Rating Aaa to A 1 2 1 67
Rating Baa to B 3 35 3 404
Rating Caa to C - - - -
Not rated - - - -
Total bank balances 37 471
(ii) Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and
liabilities do not match. An unmatched position potentially enhances
profitability but can also increase the risk of losses. The Group has
procedures with the objective of minimising such losses such as maintaining
sufficient cash and other highly liquid current assets and by having available
an adequate amount of committed credit facilities.
The following tables present the contractual maturities of financial
liabilities. The tables have been prepared based on contractual undiscounted
cash flows of financial liabilities, and on the basis of the earliest date on
which the Group might be forced to pay.
2025 Carrying Contractual Within Two to three years Three to five years Over
amounts cash flows one year five years
€'000 €'000 €'000 €'000 €'000 €'000
Loans and borrowings 16,268 (16,345) (4,268) - (12,000) -
Loan included in disposal group 4,868 (4,868) (4,868) - - -
Lease obligations 4,364 (11,153) (58) (119) (123) (10,853)
Land creditors 20,752 (20,752) - (20,752) - -
Trade and other payables 14,699 (14,699) (9,801) (4,898) - -
Trade and other payables included in disposal group 332 (332) (332)
61,283 (68,149) (19,327) (25,769) (12,123) (10,853)
Carrying Contractual Within Two to three years Three to five years Over
2023 amounts cash flows one year five years
€'000 €'000 €'000 €'000 €'000 €'000
Loans and borrowings 14,191 (15,091) (3,091) - (12,000) -
Loan included in disposal group 4,155 (4,155) (4,155) - - -
Lease obligations 3,410 (4,692) (89) (89) (184) (4,330)
Land creditors 20,752 (26,977) (7,112) (19,865) - -
Trade and other payables 11,488 (11,488) (9,890) (1,598) - -
Trade and other payables included in disposal group 952 (952) (952)
54,948 (65,355) (25,289) (21,552) (12,184) (4,330)
(iii) Market risk
Market risk is the risk that changes in market prices, such as interest rates,
equity prices and foreign exchange rates, will affect the Group's income or
the value of its holdings of financial instruments.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Group's income and
operating cash flows are substantially independent of changes in market
interest rates as the Group has no significant interest-bearing assets.
Borrowings issued at variable rates expose the Group to cash flow interest
rate risk. Borrowings issued at fixed rates expose the Group to fair value
interest rate risk. The Group's management monitors the interest rate
fluctuations on a continuous basis and acts accordingly.
At the reporting date the interest rate profile of interest- bearing financial
instruments was:
2025 2023
€'000 €'000
Fixed rate instruments
Financial liabilities 3,950 2,760
Variable rate instruments
Financial liabilities 4,868 4,155
Sensitivity analysis
An increase of 100 basis points in interest rates at 30 June 2025 would have
decreased equity and profit or loss by €92 thousand (2023: €42 thousand).
This analysis assumes that all other variables, in particular foreign currency
rates, remain constant. For a decrease of 100 basis points there would be an
equal and opposite impact on the profit or loss and other equity.
Currency risk
Currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. Currency risk arises when
future commercial transactions and recognised assets and liabilities are
denominated in a currency that is not the Group's measurement currency. The
Group has minimal exposure to foreign exchange risk as the majority of the
assets and liabilities are now within the Euro zone.
Capital management
The Group manages its capital to ensure that it will be able to continue as a
going concern while improving the return to shareholders. The Board of
Directors is committed to implementing a package of measures that is expected
to focus on the achievement of the Group's investment objectives, achieve cost
efficiencies and strengthen its liquidity. Notably, these measures include
the completion of certain Group asset divestment transactions, as well as the
conclusion of additional working capital facilities at the Group and/or
Company level.
29. discontinued operation and DISPOSAL GROUP HELD FOR SALE
As of 2 July 2025, the Group signed agreements to sell the land at Apollo
Heights in Cyprus that is held by Symboula Estates Ltd a Cypriot subsidiary,
the Apollo land has not yet been transferred pending Cyprus tax clearances
however 30% of the proceeds amounting to €2.25 million have been received.
This investment has been classified as held for sale at the period end 30 June
2025. As of 31 December 2023, the disposal group also comprised the following
assets and liabilities all of which relate to the land at Livka Bay in Croatia
which is held by the subsidiary Azurna Uvala d.o.o. This has been regarded as
meeting the criteria for the results to be regarded as a discontinued
operation. All of the profits arising on the disposal group during the
period are attributable to the owners of the parent.
The comparative consolidated statement of profit or loss and other
comprehensive income has been re-presented to show the discontinued operation
separately from continued operations.
2025 2023
€'000 €'000
Investment property - Azurna Uvala d.o.o.* 22,750 24,371
Investment property - Symboula Estates Ltd 7,500 -
Other assets 23 8
Cash and cash equivalents 7 9
Assets held for sale 30,280 24,388
2025 2023
€'000 €'000
Interest bearing loans with third parties 4,868 4,155
Deferred tax 2,071 2,071
Trade and other payables 332 952
Liabilities directly associated with the assets held for sale 7,271 7,178
* The delay is due to circumstances beyond the Group's control; the asset
remains available for immediate sale, is actively marketed, and the Board is
committed to the plan. Completion is expected as soon as practicable,
satisfying IFRS 5's exception for classification beyond one year.
Results of discontinued operations
18-month period ended 30 June Year ended 31 December
2025 2023
€'000 €'000
Net change in fair value of investment property (1,620) 5,190
Professional fees (26) (55)
Administration and other expenses (95) (51)
Total operating and other expenses (1,741) 5,084
Results from operating activities (1,741) (5,084)
Interest expense (866) (278)
Realised foreign exchange gain - 68
Net finance costs (2,607) (210)
Loss before taxation (2,607) 4,874
Taxation (753) (933)
Profit from discontinued operations net of tax 3,360 3,941
Basic earnings per share - discontinued operation (€) 0.004 0.004
30. CoMMITMENTS
As of 30 June 2025, the Group had a total of €15.2 million contractual
capital commitments on property, plant and equipment (2023: €15.2 million).
31. Contingent liabilities
Legal actions related to the former investment manager
As at 30 June 2025, the Company was involved in a number of legal proceedings
in the United Kingdom and Greece arising from disputes with its former
Investment Manager, Dolphin Capital Partners Ltd ("DCP"), and DCP's close
business partner, Zoniro. .
In the United Kingdom, DCP filed a claim in April 2023 in the High Court of
Justice of England and Wales . The Company filed its defence and
counterclaim in June 2023 . .
In Greece, the Company filed criminal charges in December 2023 against
individuals associated with DCP and Zoniro SA, alleging money laundering and
abuse of corporate governance across nine separate cases. In March 2024, the
Company also initiated civil actions against ten individuals and entities
seeking damages of approximately €50.0 million and the cancellation of a
transaction involving a company in Cyprus. A payment order issued by Zoniro SA
in September 2023 against a Greek subsidiary of the Kilada project resulted in
a freezing of its bank account; however, the First Instance Court of Athens
subsequently ruled in favour of the Company in September 2024, suspending the
enforcement order and ordering the unfreezing of the account, which has since
been fully restored to operation. In June 2024, two principals of DCP filed a
€12.0 million counterclaim against the Company, followed in July 2024 by
criminal complaints filed against members of the Company's current management.
Furthermore, in October 2024, two principals of DCP initiated legal
proceedings, filing a claim in the amount of €12.0 million against the two
directors of the company, the contents of which mirror precisely those of the
claim brought against the company itself. The Company considered these actions
to be retaliatory and intended to divert attention from the serious matters
that had led to DCP's termination.
Unlike the matters in the United Kingdom and Greece, the proceedings in the
British Virgin Islands were not outstanding as at 30 June 2025, having been
fully concluded at the end of November 2024. In August 2023, Zoniro Ltd (also
known as SPV 3 Ltd) issued statutory demands against the Company and its
subsidiary, DCI One Limited. The applications to set aside these demands were
heard in the BVI Commercial Court in May 2024, with Zoniro represented by
leading counsel. Judgment was handed down on 29 November 2024, bringing the
BVI proceedings to a final conclusion well before the balance sheet date. The
Court upheld the Company's argument that there was a substantial dispute that
needed to be resolved before any statutory demand could properly be issued and
made a series of significant findings. The judge found that there was
sufficient evidence of a substantial dispute regarding whether the conduct of
Mr. Kambourides amounted to a breach of duty under Cyprus law, potentially
entitling the Company to repudiate the agreements in question and thereby
negating liability for the amounts claimed. The Court further found a
substantial dispute regarding the alleged breaches of duty and the validity of
the agreements, issues inappropriate for summary resolution within a
winding-up procedure. It also determined that the debts were disputed on
substantial grounds and noted evidence that Mr. Kambourides was acting in
concert with Zoniro and others to slow down the work of the Company's projects
with the aim of causing financial harm, giving the Company a reasonable
prospect of establishing a conspiracy claim resulting in substantial damages.
As at 30 June 2025, the remaining proceedings in the United Kingdom and Greece
were still at early stages, and their outcomes remained uncertain. The Company
considered its defences to be robust and therefore made no provision for any
potential liability in these matters.
Subsequent to the reporting date, the Company reached a global,
comprehensive and confidential settlement agreement with DCP, bringing all
outstanding disputes and legal proceedings between the parties and their
related parties to a close. This settlement also incorporates the
resolution of the proceedings between the Company and
Zoniro. The agreement includes the resolution of all litigation
previously ongoing in the English, BVI and Greek courts which the parties have
sought to irrevocably resolve, and includes a comprehensive mutual waiver
under which both parties agree not to bring any further or additional
claims against each other or their related parties. Both parties
have confirmed a comprehensive waiver of all claims of
wrongdoing against each other and acknowledge that all matters between them
have been fully and amicably settled, with no disputes outstanding.
Under the terms of the settlement, DCI received a cash payment. After
adjusting for previous advance payments, the net positive impact on the
Company's Net Asset Value was approximately €4.2 million. The Board
considers this settlement to represent a constructive and value-enhancing
outcome for the Company.
OTHER MATTERS
The Group is involved in a small number of routine legal cases arising from
its normal development activities. On legal advice, the Directors have settled
certain justified claims, mainly relating to payables, and have successfully
contested a few opportunistic claims that lacked factual basis. No material
losses are expected, and all necessary provisions have been recognised in
these consolidated financial statements.
In addition to the tax liabilities that have already been provided for in the
consolidated financial statements based on existing evidence, there is a
possibility that additional tax liabilities may arise after the examination of
the tax and other matters of the companies of the Group in the relevant tax
jurisdictions.
The Group, under its normal course of business, has guaranteed the development
of properties in line with agreed specifications and time limits in favour of
other parties.
32. SUBSEQUENT EVENTS
Since 30 June 2025, the Company obtained or borrowed two shareholder loans of
€500,000 and €400,000 and repaid the loan of €400,000 on the same terms
as the previous shareholder loans.
On 20th December 2025, Mindcompass Overseas SA which owns the development land
surrounding the golf course at The Kilada Golf & Country Club in Greece
signed a Sale & Purchase Agreement to sell a plot of land for an agreed
price of €2 million. The amount has already been paid by the purchaser.
There were no other material events after the end of the reporting period
which have a bearing on the understanding of the consolidated financial
statements as at 30 June 2025.
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