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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.
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