Picture of DCI Advisors logo

DCI DCI Advisors News Story

0.000.00%
gb flag iconLast trade - 00:00
FinancialsConservativeMicro CapNeutral

REG - DCI Advisors Ltd - Unaudited Condensed Consolidated Interim Accounts

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260330:nRSd6734Ya&default-theme=true

RNS Number : 6734Y  DCI Advisors Limited  30 March 2026

 

 

DCI Advisors Ltd

("DCI") or the ("Company")

 

Publication of the unaudited Condensed Consolidated Interim Financial
Report for the Six-month period ended 31 December 2025

 

The Company is pleased to announce its unaudited condensed consolidated
interim financial statements for the 6-month period ended 31 December 2025.
These have been prepared in accordance with IAS 34 Interim Financial Reporting
and should be read in conjunction with the Group's last annual consolidated
financial statements as at and for the 18-month period ended 30 June 2025
('last  annual financial statements'), published on 31 December 2025.

 

Highlights:

·      As at 31 December 2025, the Net Asset Value of DCI, measured as
the equity attributable to shareholders was €108.8 million (30 June 2025:
€111.2 million) representing a decrease of 2% compared to 30 June 2026.

·      The net loss, after tax attributable to the owners of the company
was €2.5 million (31 December 2024: net loss €15.5 million).

·      The comparative period presented in the 31 December 2025 interim
financial statements is the 6-month period ended 31 December 2024, as required
by AIM Rule 18. However, due to the company's change in reporting date
following redomiciliation, some of the comparative amounts may not be directly
comparable to the current 6-month interim period. In December 2024 there was a
change in valuation as a result of the impairment on an investment in Aristo
Developers and an impairment loss of €11.6 million was recorded in the
income statement.

Copies can be found 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)                                 csleight@fim.co.im (mailto:csleight@fim.co.im)  / noxley@fim.co.im

                                                                   (mailto:noxley@fim.co.im)
 Caitlin Sleight / Nick Oxley (Corporate Governance)

 

 

Chairman's Statement

 

Dear Shareholder,

 

I am pleased to report on the unaudited interim results for the six-month
period ending 31 December 2025.

 

Summary of Financial Performance

 

As at 31 December 2025, the Net Asset Value of the Company, measured as the
equity attributable to owners of the Company, was €108.8 million or 12 cents
per share (30 June 2025: €111.2 million or 12 cents per share) representing
a decrease of 2% compared to 30 June 2025. The net loss, after tax
attributable to the owners of the company was €2.5 million (30 June 2025:
net loss €15.2 million).

 

The Board is conscious that DCI shares trade at a significant discount to
their reported Net Asset Value, but it believes that as further assets are
sold, the share price will respond positively and the discount to NAV should
narrow.

 

The audited annual report for the 18-month period up to 30 June 2025 was
issued on 31 December 2025 and the Chairman's Statement in that report
commented on all events up to that date.

 

Corporate Governance

 

The Managing Director's Report updates shareholders on the progress on asset
sales. Once the tax clearance process for our Cyprus asset sales has been
completed, the Board hopes to be able to consider the first return of surplus
capital.

 

With Martin Adams and Nikiforos Charagionis both joining the Board of
Directors last October we have had numerous meetings in-person and remote
meetings to discuss progress on asset sales to-date and potential future asset
sales.  I would like to thank them both for their constructive contributions
to the Board and for their support of the Managing Directors.

 

All Board members met recently in-person in Athens which included a site visit
to the Kilada Golf & Country Club. Despite rain of biblical proportions,
it was good to see how much progress was made during 2025.

 

It is the intention of the Board to add an additional independent,
non-executive director who will become the Chair of the Audit Committee,
replacing Nick Paris. This appointment is likely to be made by the end of Q2
2026.

 

Notice of Annual General Meeting

 

Notice of the Annual General Meeting of the Company will be issued shortly and
it will take place in Guernsey on 26(th) May 2026.

 

I would like to thank shareholders for their patience as asset sales are
completed and, in addition, for the support of our numerous service providers.

 

 

 

Sean Hurst

Chairman

DCI Advisors Ltd

30 March 2026

 

 

 

Managing Directors'  Report

Business Overview

The Company's Managing Directors are pleased to present this update on the
Group's progress during the six-month period ending on 31 December 2025.

As a specialist group holding a range of complex and illiquid land assets, the
Board continues to address historical challenges while positioning the assets
for sale and the business for the return of surplus capital as more sale
proceeds are received. During the reporting period we have been focussed on
completing the sale of our interests in Aristo Developers and of our land at
Apollo Heights. In addition, we continue to market our land plots in Croatia,
Cyprus and Greece but Shareholders should be aware that the Iran war and the
drone strike on Cyprus has induced caution to investors in the region and that
sale processes particularly in Cyprus have slowed whilst the war continues. In
November 2025 we started a formal marketing exercise of Kilada in Greece.
Although currently only half of the golf course is open for play, potential
buyers can clearly see that the course is in its final stages of development
and with construction progressing steadily, the golf course is nearing full
completion.

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 interest in Venus Rock Estates, for a
total consideration of €31.1 million, compared to an aggregate carrying
value of €42 million based on valuations set by previous Directors in 2016.

During the first half of 2025, a total of €21.5 million was received of
which €5.5 million was received by DCI in cash, €3.2 million was placed
into an escrow account pending the receipt of tax clearances and €12.8
million was received in the form of fully permitted residential land parcels
in Paphos which are being marketed for sale. A further €6.15 million of cash
is due to be paid to the Company on the sale of Aristo Developers and €3.5
million relating to the sale of our Venus Rock interest, both of which are
expected upon completion of the Cyprus tax clearance processes.

Shareholders should note that obtaining tax clearances in Cyprus for long-held
assets is a complex and time-consuming process. The Board is working closely
with local advisers to expedite these certifications.

Apollo Heights, Cyprus

The Group agreed the sale of its Apollo Heights land located in Paramali,
Cyprus in April 2025, 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 finalisation of the Company's
tax position.

Livka Bay, Croatia

As previously mentioned, Colliers was reappointed to lead the sales process of
Livka Bay, and renewed marketing efforts are underway. The asset's strategic
location being close to the main touristic hub of Split in Dalmatia and the
development potential of our land and its secluded Bay continue to attract
interest from high-quality investors, hoteliers and developers.

Kilada Golf & Country Club, Greece

Last year Savills Greece was appointed to engage with both domestic and
international investors as part of a targeted marketing process for the Kilada
project. The Managing Directors are working closely together with Savills to
secure offers for all or part of the development. At the same time, the
project is being managed and positioned so that any new owner can continue
development without delay in order to optimise the potential DCI exit price.
This includes lining up bank financing for the hotel component and engaging
leading international hotel operators to secure management agreements. The
strengthening reputation and credibility of the Kilada project is clearly
evidenced by the fact that, for the first time, Greek banks are willing to
fund part of the development. This will be leveraged in negotiations with
potential buyers to ensure a fair price is achieved. The Managing Directors
are also working intensively to secure the required equity for the hotel,
which remains a key precondition for unlocking this financing. Discussions are
ongoing, and we have already received two bank financing proposals for the
hotel construction.

Approximately 95% of the golf course area has now been cleared for
construction by local archaeologists. At the golf course, a further three
holes will be grassed over the next couple of months, bringing the total
number of completed holes to 12. Works are progressing on the roughs and the
paving of the cart paths on the front nine to ensure optimal playability for
VIP players, while the front nine continue to be maintained to the highest
standards by our contractor. Nicklaus' lead designer for Europe will visit to
review and approve hole 12, which is set to become the signature hole of the
course. The remaining areas are at advanced stages of preparation, clearly
demonstrating to visitors that the course is approaching full completion.
Government grant funding of €1.5 million has already been secured and
received, and the application for the next €1.5 million tranche is underway,
although this process is expected to take some time as a result of the delay
in the construction of the Country Club and its effect on the categories of
the eligible expenses, with €3 million still remaining from the total
approved €6 million grant.

Since 2023, the Group has invested approximately €13 million into the
project, including €1.2 million in 2025 and a further €1.9 million
allocated to the repayment of a joint venture loan. Recent development
activities have also been supported by the sale of a land plot outside the
development site, which generated proceeds of €2 million in a transaction
that closed in mid-December 2025 while the sale of one more land plot is being
negotiated. These funds have been used to support ongoing development and
settle outstanding liabilities. To further support progress and build
momentum, a dedicated sales team will be re-established to drive villa sales
in Phase 1 of the development.

Other Greek Assets

Constructive discussions continue with the Greek Church regarding Lavender
Bay, aimed at reaching a mutually beneficial resolution to historical
ownership matters. As part of this restructuring, the amounts already paid
(excluding the fully settled 100,626 m² land parcel) will result in the
transfer of ownership to DCI of two additional land plots with a combined area
of 347,629 m². This land has not been disputed by the Greek government and is
eligible for development. Moreover, within the context of its legal
proceedings with the Greek State, the Greek Church has formally included this
specific land in the case to ensure that it will not be subject to future
dispute. For the remaining land plots, the existing contracts will be
converted into pre-contract agreements. These pre-contracts will grant DCI the
option to complete the full purchase of the land once the legal dispute
between the Greek Church and the Greek State has been resolved.

Following the restructuring, the land owned by DCI will consist of seafront
property with confirmed development potential of approximately 50,000 m² of
buildable area, which represents a key and essential component of the
project's overall value and future development prospects.

For the remaining Greek assets, Plaka Bay and Scorpio Bay, Savills will
support DCI in evaluating market opportunities and preparing for future exits.
At the same time, we are optimising the planning permits for both Plaka Bay
and Scorpio Bay in order to make these two assets more saleable.

Operational Efficiency and Cost Management

Disciplined financial management remains a cornerstone of the Group's
approach. Equity attributable to the Company's shareholders remained fairly
stable at €108.8 million as of the period-end.

Applying our forward-looking cash flow assumptions, normalised legal fees,
directors' remuneration, and no new headcount except the new Audit Committee
chairperson or advisory engagements, results in a steady-state forward looking
DCI cost base of approximately €2.85m per annum. The remaining Group costs,
primarily relating to running our SPVs, amount to €0.65 million.

Around €2.1 million relates to Audit, Accounting, Governance &
Administration. A structured cost reduction programme is being implemented to
materially reduce the expense base through audit fee optimisation, accounting
simplification, governance streamlining, administrative consolidation,
reduction of professional advisory mandates, and structural simplification
across the Group. As part of the simplification process, dormant SPVs will be
closed; targets will be determined later this year, and closures will commence
within the year.

The objective is a permanent reduction of recurring overheads and structural
complexity, aligning the normalised annual cost base with the Company's
realisation phase.

 

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 €2.75
million remained outstanding at the end of December 2025 and these loans are
expected to be repaid as they reach their maturity dates throughout 2026.

During 2025, the Company repaid approximately €5.7 million through a
combination of loan repayments of €2.4 million and reductions in outstanding
payables of €3.3 million. The remaining loans are scheduled for repayment in
2026 including the €3.95 million bank loan plus interest which is owed on
Livka Bay which will enable the mortgage on that land to be lifted.

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.

Legal and Governance Updates

The Company has made substantial progress in resolving all legacy legal
matters since 2023, resulting in a significantly stronger legal and governance
position. Having the settlement with DCP in place in September 2025 has
reduced 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

Outlook: Continuing Momentum Toward Shareholder Returns

With the Aristo Developers and Apollo Heights sale transactions nearing
completion and Kilada now in its marketing phase, DCI is well placed to move
toward its first distribution of capital to shareholders although this still
requires further cash receipts to be received by the Company. Discussions
relating to Lavender Bay and other portfolio assets further strengthen the
pipeline of potential realisations.

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 takes 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 local 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 to fund this. 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 has put the Company in a better funded situation.

The Managing 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.

 

 

Nicolai Huls and Nick Paris, Co-Managing Directors

30 March 2026

 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME

For the six-month period ended 31 December 2025

 

                                                          6-month        6-month

                                                          period ended   period ended

                                                          31 December    31 December

                                                          2025           2024

                                                          (Unaudited)           (unaudited)
 Continuing operations                          Note      €'000          €'000

 Revenue                                                  228            567
 Gross profit                                             228             567
 Change in valuations                                     -              (11,595)
 Directors' remuneration                                  (330)           (361)
 Professional fees                              6         (1,830)         (1,846)
 Administrative and other expenses              7         (384)           (1,034)
 Depreciation charge                                      (121)          (25)
 Total operating and other expenses                       (2,665)         (14,861)
 Results from operating activities                        (2,437)         (14,294)

 Finance costs                                            (303)           (1,359)
 Net finance costs                                        (303)           (1,473)

 Share of losses on equity-accounted investees            -              -
 Loss before taxation                                     (2,740)        (15,635)

 Taxation                                                 (308)           (5)
 Loss from continuing operations                          (3,048)         (15,658)
 Discontinued operation
 Profit (loss)Loss from discontinued operation            101            (259)
 (Loss)/profit for the year                               (2,947)        (15,917)

 Other comprehensive (Loss)/Income
 Revaluation of property, plant and equipment             -              -
 Other comprehensive (loss)/income, net of tax            -               -

 Total comprehensive loss                                 (2,947)        (15,917)

 Loss attributable to:
 Owners of the Company                                    (2,463)        (15,544)
 Non-controlling interests                                (484)          (373)
                                                          (2,947)        (15,917)

 Total comprehensive loss attributable to:
 Owners of the Company                                    (2,463)        (15,544)
 Non-controlling interests                                (484)          (373)
                                                          (2,947)        (15,917)

 Loss per share
 Basic and diluted loss per share (€)           8         (0.003)        (0.02)

 
 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

 

 

                                                                      31 December   30 June 2025

                                                                       2025         (Audited)

                                                                      (Unaudited)
                                                                Note  €'000         €'000
 Assets
 Property, plant and equipment                                  9     51,389        51,250
 Investment property                                                  36,728        36,728
 Non-current assets                                                   88,117        87,978

 Trading properties                                                   56,516        56,516
 Receivables and other assets                                   10    11,893        16,809
 Cash and cash equivalents                                            1,369         37
 Assets held for sale                                                 30,297        30,280
 Current assets                                                       100,075       103,628
 Total assets                                                         188,192       191,620

 Equity
 Share capital                                                  11    9,046         9,046
 Share premium                                                  11    569,847       569,847
 Retained deficit                                                     (490,540)     (488,077)
 Translation and revaluation reserves                                 20,478        20,478
 Equity attributable to owners of the Company                         108,831       111,294
 Non-controlling interests                                            4,105         4,589
 Total equity                                                         112,936       115,883

 Liabilities
 Loans and borrowings                                           12    12,000        12,000
 Lease liabilities                                                    4,306         4,306
 Deferred tax liabilities                                             12,688        12,383
 Trade and other payables                                       13    22,248        22,351
 Non-current liabilities                                              51,242        51,040

 Loans and borrowings                                           12    3,122         4,268
 Lease liabilities                                                    58            58
 Trade and other payables                                       13    13,343        13,100
 Liabilities directly associated with the assets held for sale        7,491         7,271
 Current liabilities                                                  24,014        24,697
 Total liabilities                                                    75,256        75,737
 Total equity and liabilities                                         188,192       191,620

 Net asset value ('NAV') per share (€)                          14    0.12          0.12

 

The condensed consolidated financial statements were authorised for issue by
the Board of Directors on 30 March 2026.

 

 

 

Nick Paris
 
Nicolai Huls

Managing
Director
Managing Director

DCI ADVISORS LTD

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six-month period ended 31 December 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 2025                          9,046    569,847  180          12,938        (465,567)        126,444   4,281            130,725
                 Comprehensive income
                  Loss                                              -        -        -            -             (22,510)         (22,510)  308              (22,202)
                 Other comprehensive income
                    Revaluation of property, plant and equipment    -        -        -            7,360         -                7,360     -                7,360
                    Foreign currency translation differences        -        -        -            -             -                -         -                -
                 Total other comprehensive income                   -        -        -            7,360            (22,510)      (15,150)  308              14,824
                 Total comprehensive income                          -        -        -            20,298        (488,077)       111,294   4,589             115,883
                 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
                                                                    9,046    569,847  180          20,298        (488,077)        111,298   4,589            111,883

                 Balance at 1 July 2025
                 Comprehensive income
                  Loss                                              -        -        -            -             (2,463)          (2,463)   (484)            (2,947)
                 Other comprehensive income
                    Foreign currency translation differences        -        -        -            -             -                -         -                -
                 Total other comprehensive income                   -        -        -            -             -                -         -                -
 Total comprehensive income                                         -        -        -            -             (2,643)          (2,463)   (484)            (2,947)
 Balance at 31 December 2025                                        9,046    569,847  180          20,298        (490,540)        108,831   4,105            112,936

 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six-month period ended 31 December 2025

 

 

                                                                                    6-month period ended 31 December 2025     6-month period ended

                                                                                      (Unaudited)                                  31 December 2024

                                                                                                                                      (unaudited)
                                                                                                         €'000                €'000
 Cash flows from operating activities
 Loss                                                                                                    (2,947)              (15,917)
 Adjustments for:
 (Gain)/Loss in fair value of investment property                                                        -                    11,595
 Depreciation charge                                                                                     121                  25
 Interest expense                                                                                        213                  1,330
 Foreign exchange difference                                                                             (31)                 (12)
 Taxation                                                                                                305                  (5)
                                                                                                         (2,339)              (2,974)
 Changes in:
   Receivables                                                                                           4,898                1,132
   Payables                                                                                              360                  615
 Cash used in operating activities                                                                       2,919                (1,227)
 Tax paid                                                                                                -                    -
 Net cash used in operating activities                                                                   2,919                (1,227)

 Cash flows from investing activities
 Acquisitions of investment property                                                                     -                    -
 Acquisitions of property, plant and equipment                                                           (260)                (282)
 Net cash (used in)/ from investing activities                                                           (260)                (282)

 Cash flows from financing activities
 Repayment of loans and borrowings                                                                       (2,100)              -
 New loans                                                                                               900                  1,120
 Payment of lease liabilities                                                                            -                    -
 Interest paid                                                                                           (127)                -
 Net cash from/ (used in) financing activities                                                           (1,327)              1,120

 Net increase/(decrease) in cash and cash equivalents                                                    1,332                (389)
 Cash and cash equivalents at the beginning of the period                                                37                   471
 Cash and cash equivalents at the end of the period                                                      1,369                82

 For the purpose of the consolidated statement of cash flows cash and cash
 equivalents consist of the following:
 Cash at bank                                                                                            1,369                82
 Cash and cash equivalents at the end of the period                                                      1,369                82

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 31 December 2025

 

1.      REPORTING ENTITY

DCI Advisors Ltd (the 'Company') was incorporated and registered in the
British Virgin Islands ('BVI') on 7 June 2005 and on 23 December 2025 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 and it is
now focussed on realising those assets. 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.

These condensed consolidated interim financial statements of the Company as at
and for the six-month period ended 31 December 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 investees. These
interim financial statements have not been subject to an audit.

2.      basis of preparation

a.      Statement of compliance

These condensed consolidated interim financial statements for the six-month
period ended 31 December 2025 have been prepared in accordance with IAS 34
Interim Financial Reporting and should be read in conjunction with the Group's
last annual consolidated financial statements as at and for the 18-month
period ended 30 June 2025 ('last annual financial statements'). They do not
include all of the information required for a complete set of financial
statements prepared in accordance with IFRS Standards. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Group's financial
position and performance since the last annual financial statements. They are
presented in Euro (€), rounded to the nearest thousand.

These condensed consolidated interim financial statements were authorised for
issue by the Board of Directors on 30 March 2026.

b.      Basis of preparation

The condensed consolidated interim financial statements of the Company for the
six-month period ended 31 December 2025 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.

The comparative period presented in the 31 December 2025 interim financial
statements is the 6‑month period ended 31 December 2024, as required by AIM
Rule 18. However, due to the company's change in reporting date following
redomiciliation, some of the comparative amounts may not be directly
comparable to the current 6‑month interim period. In December 2024 there was
a change in valuation as a result of the impairment on an investment in Aristo
Developers and an impairment loss of €11.6 million was recorded in the
income statement.

 

The Group faced liquidity issues during 2023 and 2024, and these have been
largely resolved as of 31 December 2025. The Group sold 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 clearances are completed in Cyprus. The Group has also sold
its land at Apollo Heights in Cyprus in April 2025 for €7.5 million and has
received €2.25 million in cash 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
its operating expenses for 2026, Current discussions for the disposal of
investments are expected to generate more than the amount needed, referred to
above.

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 31 December 2025

3.      PRINCIPAL subsidiaries

The Group's most significant subsidiaries were the following:

                                                                                Country of     Shareholding interest
 Name                                                 Project                   incorporation  31 December 2025  30 June 2025
 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 in Peyla and
Mandria in Cyprus respectively. This land is being marketed for sale.

**  The Company signed sale agreements in June 2025 for all of the land owned
at Apollo Heights

 

4.      Significant accounting policies

The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those applied by the Group in its
consolidated financial statements as at and for the year period ended 30 June
2025. Α number of new standards are effective from 1 January 2026, but they
do not have a material effect on the Group's financial statements.

Where necessary, comparative figures have been adjusted to conform to changes
in presentation in the current period.

5.      USE OF JUDGEMENTS AND ESTIMATES

The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.

ln preparing these condensed consolidated interim financial statements, the
significant judgements made by the management in applying the Group's
accounting policies and the key sources of estimation and uncertainty were the
same as those applied to the last audited financial statements.

6.      PROFESSIONAL FEES

 

                                              6-month period ended  6-month period ended 31 December

                                              31 December           2024

                                              2025                  (unaudited)

                                              (Unaudited)
                                              €'000                 €'000
 Legal fees                                   416                    512
 Auditors' remuneration                       83                     376
 Accounting expenses                          88                     114
 Appraisers' fees                             -                     12
 Project design and development fees          -                      240
 Consultancy fees                             44                     88
 Administrator fees                           250                    158
 Other professional fees                      949                   346
 Total                                        1,830                  1,846

 

 

 

 

7.      ADMINISTRATIVE AND OTHER EXPENSES

                                                       6-month period ended  6-month period ended 31 December

                                                       31 December           2024

                                                       2025                  (unaudited)

                                                       (Unaudited)
                                                       €,000                 €,000
 Travelling and accommodation                          115                   90
 Directors & Officers liability insurance              48                     52
 Marketing and advertising expenses                    10                     -
 Personnel expenses                                    71                     210
 Rents                                                 104                    96
 Other                                                 36                     586
 Total                                                 384                    1,034

 

8.      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.

 

                                                                                6-month period ended 31 December 2025 (unaudited)  6-month period ended 31 December          2025 (unaudited)
                                                                                '000                                               '000
 Loss attributable to owners of the Company from continuing operations          (2,564)                                            (15,285)
 Profit attributable to owners of the Company from discontinued operations      101                                                (259)
 Total loss attributable to owners of the Company (€)                           (2,463)                                            (15,544)
 Number of weighted average common shares outstanding                           904,627                                            904,627
 Basic loss per share - continuing operations (€)                               (0.003)                                            (0.02)

9.      Property, plant and equipment

                                     Property under construction  Land &        Machinery & equipment

                                     €'000                         buildings    €'000                                     Other     Total

                                                                  €'000                                                   €'000     €'000
 31 December 2025 (unaudited)
 Cost or revalued amount
 At beginning of the period          13,259                       46,969        380                                       45        60,653
 Revaluation                         -                            -             -                                         -         -
 Direct acquisitions                 248                          6             -                                         6         260
 At end of the period                13,259                       46,975        380                                       51        60,913
 Depreciation and impairment
 At beginning of the period          -                            8,994         369                                       40        9,403
 Depreciation charge for the period  -                            120                              1                      -         121
 Reversal of impairment loss         -                            -                                 -                     -         -
 At end of the period                -                            9,114         370                                       40        9,524
 Carrying amounts                    13,259                       37,861        10                                        11        51,389

 

                                     Property under construction  Land &        Machinery & equipment

                                     €'000                         buildings    €'000                      Other     Total

                                                                  €'000                                    €'000     €'000
 30 June 2025 (Audited)
 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         -                            100           -                          -         100
 At end of period                    -                            8,994         369                        40        9,403
 Carrying amounts                    13,259                       30,833        11                         5         51,250

Fair value hierarchy

The fair value of land and buildings has been categorised as a Level 3 fair
value asset based on the inputs to the valuation techniques used.

Valuation techniques and significant unobservable inputs

The valuation techniques used in measuring the fair value of land and
buildings, as well as the significant unobservable inputs used, are the same
as those used as at 30 June 2025.

10.    RECEIVABLES AND OTHER ASSETS

                                             Note  31 December 2025  30 June  2025

                                                   (Unaudited)       (audited)
                                                   €'000             €'000
 Trade receivables                                 6,150             6,150
 Other receivables                                 5,254             4,110
 VAT receivables                                   385               232
 Total Trade and other receivables                 11,789            10,492
 Amounts Receivable from Investment Manager  15.2  -                 6,250
 Prepayments and other assets                      104               67
 Total                                             11,893            16,809

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 was 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 was deemed settled 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.

11.    capital and reserves

Capital

Authorised share capital

                                31 December 2025               30 June 2025
                                '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 July 2025 and to 31 December 2025  904,627          9,046          569,847

 

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
investees, net of any deferred tax.

 

12.    loans AND BORROWINGS

                                   31 December   30 June 2025

                                   2025          (Audited)

                                   (Unaudited)
                                   €'000         €'000
 Redeemable preference shares      12,000        12,000
 Shareholder Loans                 3,122         4,268
 Total                             15,122        16,268

 Shareholder Loans                 3,122         4,268
 Within one year                   3,122         4,268

 Redeemable preference shares      12,000        12,000
 Two to five years                 12,000        12,000

 

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 31 December 2025, 15.00% (30 June 2025: 15.00%) of the ordinary shares had
been transferred to the investor.

As of 31 December 2025, 12,000 redeemable preference shares (30 June 2025:
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 31 December 2025, the fair value of the redeemable
preference shares was €12.0 million (30 June 2025: €12.0 million).

Shareholder Loans

The Company entered into two shareholder loans in the period totaling €0.9
million, four shareholders loans were repaid amounting to capital of €2.1
million during the period along with their accrued interest and one loan
amounting to capital of €0.5 million was extended for a further period. As a
result, there were twelve shareholder loans outstanding at 31 December 2025.

 These loans attract an interest rate of 12% per annum on a non-compounding
basis, with no fees payable on disbursement or repayments. The initial
termination date of each of the loans is on their 12-month anniversary but all
loan maturity dates have been extended by agreement with the lender when they
fall due. The Group is providing collateral in the form of security over
certain Company assets which exceed the aggregate value of the loans.

 

Terms and conditions of the loans

The terms and conditions of other outstanding loans are as follows:

 

 Secured loan         Currency       Interest rate            Maturity dates         31 December 2025 (unaudited)  30 June 2025 (audited)

                                                                                     €'000                         €'000
 Livka Bay*           Euro           Euribor plus 4.25% p.a.  Tied to the sale date  5,073                         4,868
 Shareholder loans**  Euro           12% p.a.                 Various                3,122                         4,268
 Total interest-bearing liabilities                                                  8,195                         9,136

Terms and conditions of the loans

*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 their 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 was set against the immovable property of the
Kilada Hills Project, in the amount of €15.0 million (30 June 2025: €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 (30 June 2025: €22.8
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.

13.    Trade and other payables

                                             31 December   30 June 2025

                                             2025          (Audited)

                                             (Unaudited)
                                             €'000         €'000
 Land creditor                               20,752         20,752
 Trade payables                              4,885         6,945
 Other payables                              6,264         6,111
 Advance payments or deposit for assets      2,250         -
 Other payables and accrued expenses         1,440         1,643
 Total                                       35,591         35,451

 

 

 

                   31 December   30 June 2025

                   2025          (Audited)

                   (Unaudited)
                   €'000         €'000
 Non-current       22,248         22,351
 Current           13,343         13,100
 Total             35,591         35,451

Land creditors relate to contracts for the purchase of land at Lavender Bay
from the Church. The outstanding balance accrued interest annually at a rate
linked to inflation, capped at 2% per annum. Under the agreement, full
settlement was 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
Church to ensure that no further payments are made under the sale and purchase
contracts until their 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. The parties have agreed in principle to restructure the
agreements. The revised commercial terms have been informally agreed, and the
parties are now proceeding to formal documentation.

 

14. NAV PER SHARE

                                                               31 December 2025  30 June 2025

                                                               (Unaudited)       (Audited)
                                                               '000              '000
 Total equity attributable to owners of the Company (€)        108,831           111,294
 Number of common shares outstanding at end of year            904,627           904,627
 NAV per share (€)                                             0.12              0.12

15.    Related party transactions

15.1        Directors' interest and remuneration

Directors' interests

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.

Nick Paris and Nicolai Huls were Executive Directors throughout 2025, with
Sean Hurst serving as non-executive Chairman of the Board of Directors.
Gerasimos Efthimiatos served as a non-executive Director from 15 November 2024
until he was removed 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 March 2026, all of which are
beneficial, in the issued share capital of the Company as at this date were as
follows:

               Shares
               '000
 Nicolai Huls  775
 Nick Paris    1,634
 Sean Hurst    475

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

                         31 December   31 December

                         2025          2024

                         (Unaudited)   (Unaudited)
                         €'000         €'000
 Remuneration            330           867
 Total remuneration      330           867

The Directors' remuneration details were as follows:

                                       6-month period ended 31 December  6-month period ended 31 December

                                       2025                              2024

                                       (Unaudited)                       (Unaudited)
                                       €'000                             €'000
 Martin Adams                          13                                -
 Nikiforos Charagkionis                13                                -
 Sean Hurst                            38                                37
 Nick Paris                            125                               158
 Nicolai Huls                          125                               158
 Gerasimos Efthimiatos (resigned)      16                                8
 Total                                 330                               361

15.2        Investment Manager remuneration

On 20 March 2023 the Directors terminated the Investment Management Agreement
dated 1 December 2021 (the "IMA") between the Company and the Investment
Manager. Since 31 December 2021 no fixed management fee was due to the
Investment Manager. The following outlines the amount receivable from the
investment manager following the termination.  This amount was deemed settled
post year end (June 2025) as part of the global, comprehensive, confidential
settlement with the former Investment Manager as announced by the Group on 12
September 2025.

 

                                                31 December 2025  30 June 2025

                                                (Unaudited)       (Audited)
                                                €'000             €'000
 Variable management fee payable                -                 -
 Project Fees                                   -                 -
 Incentive fee advance payments                 -                 2,975
 Amount Receivable from Investment Manager      -                 2,975

15.3        Other related party transactions

15.3.1 Shareholder loans

Three loans amounting in aggregate to €600,000 were borrowed from Lars
Bader. €350,000 was borrowed on 26 April 2023, €100,000 was borrowed on 13
March 2024 and €150,000 was borrowed on 7 June 2024 and these loans are
still outstanding.

Three loans amounting in aggregate to €1,100,000 were borrowed from Discover
Investment Company. €350,000 was borrowed on 26 May 2023and repaid on 12
March 2025, €350,000 was borrowed on 17 July 2024and repaid on 25September
2025and €400,000 was borrowed on 22 August 2025and repaid on 25 September
2025.

Three loans amounting in aggregate to €225,000 were borrowed from Nick
Paris. €100,000 was borrowed on 15 April 2024, €25,000 was borrowed on 12
February 2025 and €100,000 was borrowed on 22 August 2025 and these are
still outstanding.

16. CONTINGENT LIABILITY

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 favor of
other parties.

17.    SUBSEQUENT EVENTS

There have been no subsequent events after the end of the reporting period
which had a material impact on the understanding of the consolidated financial
statements of the Group as at 31 December 2025.

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR XBLFXQXLBBBL



            Copyright 2019 Regulatory News Service, all rights reserved

Recent news on DCI Advisors

See all news