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.
Enquiries
DCI Advisors Ltd Nicolai Huls / Nick Paris, Managing Directors
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) Caitlin Sleight / Nick Oxley (Corporate Governance)
csleight@fim.co.im / noxley@fim.co.im
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 26th 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 period ended 31 December 2025 (Unaudited)
6-month period ended 31 December 2024 (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 2025 (Unaudited)
30 June 2025 (Audited)
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
Balance at 1 July 2025
9,046
569,847
180
20,298
(488,077)
111,298
4,589
111,883
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 (Unaudited)
6-month period ended 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 31 December 2025 (Unaudited)
6-month period ended 31 December 2024 (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 31 December 2025 (Unaudited)
6-month period ended 31 December 2024 (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 €'000
Land & buildings €'000
Machinery & equipment €'000
Other €'000
Total €'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
Depreciationandimpairment
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 €'000
Land & buildings €'000
Machinery & equipment €'000
Other €'000
Total €'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
Depreciationandimpairment
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 (Unaudited)
30 June 2025 (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 2025 (Unaudited)
30 June2025 (Audited)
€'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) €'000
30 June 2025 (audited) €'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 2025 (Unaudited)
30 June 2025 (Audited)
€'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 2025 (Unaudited)
30 June 2025 (Audited)
€'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 (Unaudited)
30 June 2025 (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 2025 (Unaudited)
31 December 2024 (Unaudited)
€'000
€'000
Remuneration
330
867
Total remuneration
330
867
The Directors' remuneration details were as follows:
6-month period ended 31 December 2025 (Unaudited)
6-month period ended 31 December 2024 (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 (Unaudited)
30 June 2025 (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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