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REG - Black Sea Property - Half-year Report 30 June 2025

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RNS Number : 0732B  Black Sea Property PLC  26 September 2025

Friday 26 September, 2025

Black Sea Property

Half-year Report

 

 

BLACK SEA PROPERTY PLC

("Black Sea Property" or the "Company")

 

Half-yearly report for the period ended 30 June 2025

 

The Board of Black Sea Property PLC is pleased to announce its interim report
for the six-month period ended 30 June 2025.

 

Electronic copies of the interim report will be available at the Company's
website http://www.blackseapropertyplc.com
(http://www.blackseapropertyplc.com/)

 

 BLACK SEA PROPERTY PLC       simon.hudd@d3ainvestments.com (mailto:simon.hudd@d3ainvestments.com)

 Simon Hudd, Chairman

 PETERHOUSE CAPITAL LIMITED    +44 (0) 20 7469 0930

 Aquis Corporate Adviser

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law
(as defined in the European Union (Withdrawal) Act 2018).

 

 

 

 

 

 

 

 

 

Black Sea Property PLC

 

 

 

HALF-YEARLY REPORT

 

FOR THE SIX-MONTH PERIOD ENDED

30 JUNE 2025

 

 

 

Contents

 

Chairman's Statement (#_Toc146802711) (#_Toc146802711)

Consolidated Statement of Comprehensive Income (#_Toc146802713)
(#_Toc146802713)

Consolidated Statement of Financial Position (#_Toc146802714) (#_Toc146802714)

Consolidated Statement of Changes in Equity (#_Toc146802715) (#_Toc146802715)

Consolidated Statement of Cash Flows (#_Toc146802716) (#_Toc146802716)

Notes to the Consolidated Financial Statements (#_Toc146802717)
(#_Toc146802717)

 

Chairman's Statement

 

As at 30 June 2025 the significant shareholders of Black Sea Property Plc
("the Company") were as follows:

 

 Beneficial shareholder                                                        Holding        Percentage
 Neo London Capital PLC                                                        491,126,806    19.98%
 Elea Capital Holding JSC                                                      669,000,000    27.21%
 Mamferay Holdings Ltd                                                         449,957,561    18.30%
 DF Compass Progress                                                           169,356,690    6.89%
 Interfund Investments PLC                                                     89,500,000     3.64%
 DF C                                                                          80,200,000     3.26%
 Mix

 

The shareholder structure as at 31 December 2024 is the following:

 

 Beneficial shareholder                                                        Holding        Percentage
 Neo London Capital PLC                                                        491,126,806    19.98%
 Elea Capital Holding JSC                                                      669,000,000    27.21%
 Mamferay Holdings Ltd                                                         449,957,561    18.30%
 DF Compass Progress                                                           169,356,690    6.89%
 Interfund Investments PLC                                                     89,500,000     3.64%
 DF C                                                                          80,200,000     3.26%
 Mix

 

 

Chairman's statement

 

I am pleased to present the unaudited interim financial statements of the
Company for the six months ended 30 June 2025.

 

The unaudited net asset value as at 30 June 2025 was €51,439,639 million or
2.05 cents per share (31 December 2024: €52,556,450 or 2.10 cents per
share).

 

During the period, the Company generated revenues of €668,278 (June 2024:
€1,478,299) which resulted in a loss of €1,116,812 (June 2024: profit
before taxation of €111,619). The results reflected other income of
€1,065,304 (June 2024: €1,722,716), property operating expenses of
€1,183,185 (June 2024: €1,221,323), other operating expenses of €712,869
(June 2024: €561,614) and interest payable and other charges of €1,173,890
(June 2024: €1,306,459).  Loss per share amounted to €0.05 cents (June
2024: profit per share amounted to €0.01 cents).

 

Camping South Beach EOOD ("CSB")

 

So far in 2025, CSB maintained its role as a luxury destination for camping
tourism and first line beach houses. Although tourists from countries affected
by the conflict between Ukraine and Russia are still missing, the niche is
being filled by local guests, who represent about 90% of all bookings.

 

The initial forecast by the management of over 10% growth in bookings,
compared to 2023 was fulfilled, as occupancy level in July was 71% and in
August around 61%, which also led to more than 18% growth in revenues,
compared to 2023.

 

2025 is the fifth year since the Concession Agreement for managing the beach
in front of Camping South Beach was signed. The perfectly maintained and
equipped beach adds additional value to rental properties and provides
excellent synergy.

 

The long-term strategy of CSB is to develop the whole Gradina area, including
all newly acquired adjacent properties into an exclusive high-quality summer
resort.

 

 

Chairman's Statement (Continued)

 

Nobu Sofia Project

 

A conceptual frame of the project has been prepared, while the floor
distribution is currently being refined. All accompanying procedures are
progressing in good time. The assignment of a technical phase and a working
project for the issuance of a building permit is pending.

 

 

 

Nobu Varna Project

 

The project has been issued a design visa according to the current Detailed
Development Plan of St. Constantine and Elena Resort and a conceptual design
focusing on the architecture has been prepared. A survey of the existing
external connections was made and an engineering infrastructure design was
commissioned.

 

 

The Directors of the Company are responsible for the contents of this
announcement.

 

 

 

Simon Hudd

Chairman

26.09.2025

 

 

Consolidated Statement of Comprehensive Income

for the period ended 30 June 2025

                                                                                  (Unaudited)      (Unaudited)     (Audited)
                                                                                  6 months to      6 months to     Year ended
                                                                                  30 June 2025     30 June 2024    31 December 2024
                                                                            Note  €                €               €
 Total revenue

 Revenue                                                                           668,278         1,478,299         4,013,057
 Property operating expenses                                                       (1,183,185)     (1,221,323)      (2,549,955)
 Net rental income/(expense)                                                       (514,907)       256,976          1,463,102

 Fair value gain on revaluation of investment properties                          -                -               3,180,759
 Fair value gain on financial assets at fair value through profit and loss        -                -               257,806
 Net (loss)/gain on investment property                                           -                -                  3,438,565

 Administration and other expenses                                          5     (712,869)        (561,614)        (2,116,186)
 Total operating profit/(loss)                                                    (1,227,776)      (304,638)       2,785,481

 Other income                                                               6      1,065,304       1,722,716          1,777,744
 Write off of loans                                                                -               -                (60,841)
 Interest payable and similar charges                                              (1,173,890)     (1,306,459)      (2,341,512)
 Interest receivable and similar income                                            219,550         -               266,944
 (Loss)/profit before tax                                                         (1,116,812)      111,619         2,427,816

 Tax expense                                                                8     -                -               (383,258)

 (Loss)/profit and total comprehensive income for the period                      (1,116,812)      111,619         2,044,558

 (Loss)/Profit and total comprehensive income attributable to the:
 - shareholders of the parent company                                             (1,117,327)      109,811          2,038,912
 - non-controlling interest                                                       515              1,808            5,646

 Profit/(Loss)/earnings per share
 Basic & Diluted(loss)/earnings per share (cents)                           7     (0.05)           0.01             0.08

 

 

 

 

The notes form an integral part of these financial statements.

 

The financial statements were approved and authorised for issue by the Board
of Directors on 26.09.2025

and were signed on their behalf by:

 

 

Chairman
 
Director

Simon
Hudd
Valentino Georgiev

Consolidated Statement of Financial Position at 30 June 2025

 

                                                                             (Unaudited)          (Audited)
                                                                             30 June              31 December

2025

                                                                                                  2024
                                                                       Note  €                    €
 Non-current assets
 Investment properties                                                 9      48,340,328           48,340,327
 Intangible assets                                                     10     1,852,033            1,908,853
 Property, plant and equipment                                                35,236,375           34,561,502
 Long term Deposit                                                            102,258              11,693
 Total non-current assets                                                     85,530,994           84,822,375

 Current assets
 Trade and other receivables                                           12     5,985,056            3,920,774
 Short term investments                                                       11,738,958           12,163,597
 Cash and cash equivalents                                                    1,134,647            1,250,649
 Total current assets                                                         18,858,661           17,335,020

 Total assets                                                                104,389,655           102,157,395

 Equity and liabilities
 Issued share capital                                                  13     81,019,442           81,019,442
 Retained deficit                                                             (29,056,187)         (27,938,860)
 Foreign exchange reserve                                                     (1,533,086)          (1,533,086)
 Total equity, attributable to the shareholders of the parent company         50,430,169           51,547,496
 Non-controlling interest                                                     1,009,470            1,008,954
 Total equity                                                                 51,439,639           52,556,450

 Non-current liabilities
 Bank loans                                                            14     13,830,330           14,217,236
 Trade and other payables                                              15     3,307,838            1,708,923
 Deferred tax liability                                                8      3,152,676            3,152,676
 Total non-current liabilities                                                20,290,844           19,078,835

 Current liabilities
 Trade and other payables                                              15     4,273,447            2,428,819
 Tax liability                                                         15     26,076               13,925
 Bank loans                                                            14     3,059,210            3,355,402
 Shareholder loan                                                      16     25,300,439           24,723,964
 Total current liabilities                                                    32,659,172           30,522,110

 Total liabilities                                                             52,950,016           49,600,945

 Total equity and liabilities                                                  104,389,655         102,157,395

 Number of ordinary shares in issue                                          2,458,323,603        2,458,323,603
 NAV per ordinary share (cents)                                        17    2.05                 2.10

 

The notes form an integral part of these financial statements.

 

The financial statements were approved and authorised for issue by the Board
of Directors on 26.09.2025

and were signed on their behalf by:

 

 

Chairman
 
Director

Simon
Hudd
Valentino Georgiev

Consolidated Statement of Changes in Equity for the period ended 30 June 2025

 

                                Share capital  Retained earnings  Foreign currency translation reserve  Total equity attributable to the parent company  Non-controlling interests  Total
                                €              €                  €                                     €                                                €                          €

 At 1 January 2024              81,019,442     (29,977,772)       (1,533,086)                           49,508,584                                       1,003,308                  50,511,892

 Profit for the period          -              109,811            -                                     109,811                                          1,808                      111,619
 Total comprehensive income     -              109,811            -                                     109,811                                          1,808                      111,619
 At 30 June 2024 (unaudited)    81,019,442     (29,867,961)       (1,533,086)                           49,618,395                                       1,005,116                  50,623,511

 At 1 January 2024              81,019,442     (29,977,772)       (1,533,086)                           49,508,584                                       1,003,308                  50,511,892

 Profit for the year            -              2,038,912          -                                     2,038,912                                        -                          2,038,912
 Non-controlling interest       -              -                  -                                     -                                                5,646                      5,646
 Total comprehensive income     -              2,038,912          -                                     2,038,912                                        5,646                      2,044,558
 At 31 December 2024 (audited)  81,019,442     (27,938,860)       (1,533,086)                           51,547,496                                       1,008,954                  52,556,450

 At 1 January 2025              81,019,442     (27,938,860)       (1,533,086)                           51,547,496                                       1,008,954                  52,556,450

 Profit for the period          -              (1,117,327)        -                                     (1,117,327)                                      -                          (1,117,327)
 Non-controlling interest       -              -                  -                                     -                                                516                        516
 Total comprehensive income     -              (1,117,327)        -                                     (1,117,327)                                      516                        (1,116,811)
 At 30 June 2025 (unaudited)    81,019,442     (29,056,187)       (1,533,086)                           50,430,169                                       1,009,470                  51,439,639

 

 

The notes form an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board
of Directors on 26.09.2025

and were signed on their behalf by:

 

 

Chairman
 
Director

Simon
Hudd
Valentino Georgiev

Consolidated Statement of Cash Flows

for the period ended 30 June 2025

 

                                                       (Unaudited)        (Unaudited)      (Audited)
                                                       6 months to        6 months to      Year ended
                                                       30 June 2025       30 June 2024     31 December 2024
                                                       €                  €                €
 Operating activities
 (Loss)/profit before tax                              (1,116,812)        111,619          2,427,816

 Loss/(gain) on revaluation of investment properties    -                 -                 (3,180,759)
 Bargain Purchase on Acquisition                        -                 -                 -
 Amortization of intangible fixed assets                56,820            57,688            114,508
 Depreciation of property, plant and equipment          80,632            2,348             446,520
 Interest received                                      (219,550)         (267,730)         (266,944)
 Bad debt recovered                                     (63,916)          (1,086,295)       (827,269)
 Finance expense                                        1,173,890         1,306,459        2,341,512
 Changes in the working capital                        (88,936)           124,089          1,055,384
 Decrease/(increase) in receivables                     (2,064,282)         869,614         (1,267,690)
 (Decrease)/increase in payables                        3,443,543          (493,364)        569,253
 Cash used in operation                                 1,290,325         500,339           356,947
 Tax refund/(paid)                                      12,151            11,427            (450,283)
 Net cash outflow from operating activities             1,302,476         511,766           (93,336)

 Investing activities
 Investment property additions and acquisitions        -                  -                -
 Tangible fixed assets additions                       (755,505)          (986,916)        (3,351,784)
 Proceeds from sale of tangible fixed assets           -                  -                2,091,556
 Acquisition of intangibles                            -                  (280,215)        (140,450)
 Bad debt recovered                                    63,916             1,086,295        827,269
 Interest received                                     219,549            267,730          266,944
 Long term deposit paid                                (90,565)           -                90,565
 Short term investments                                424,639            386,809          167,006
 Net cash (outflow)/ from investing activities         (137,966)          473,703          (248,842)

 Financing activities
 Proceeds from issuing share capital                    -                 -                -
 Loans issued/(repaid)                                  (683,097)         (1,987,957)       (241,096)
 Interests paid and other charges                       (1,173,890)        (1,306,459)       (2,341,512)
 Loans granted from shareholders                        576,475           734,769           1,416,131
 Net cash inflow/(outflow) from financing activities   (1,280,512)        (2,559,034)      (1,464,213)

 Net increase/(decrease) in cash and cash equivalents  (116,002)          (1,574,178)      (1,308,707)
 Cash and cash equivalents at beginning of period      1,250,649          2,559,356        2,559,356

 Cash and cash equivalents at end of period            1,134,647          985,178          1,250,649

The notes form an integral part of these financial statements.

 

The financial statements were approved and authorised for issue by the Board
of Directors on 26.09.2025

and were signed on their behalf by:

 

 

Chairman
 
Director

Simon
Hudd
Valentino Georgiev

Notes to the Financial Statements for the period ended 30 June 2025
1.         General information

Black Sea Property Plc (the Company) is a company incorporated and domiciled
in the Isle of Man whose shares are publicly traded on the Aquis Stock
Exchange in London.

2.         Statement of compliance

These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not include all of
the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements of the Group as
at and for the year-ended 31 December 2024.

 

The principal risks and uncertainties are The consolidated financial
statements of the Group as at and for the year ended 31 December 2024 are
available upon request from the Company's registered office at 6th Floor,
Victory House, Prospect Hill, Douglas, Isle of Man or at
www.blackseapropertyplc.com.

 

These interim consolidated financial statements were approved by the Board of
Directors on 26.09.2025.

3.         Significant accounting policies

The accounting policies applied in these interim financial statements, except
for the ones listed below, are the same as those applied in the Group's
consolidated financial statements as at and for the year ended 31 December
2024.

4.         Financial risk management policies

consistent with those disclosed in preparation of the Group's annual financial
statements for the year ended 31 December 2024.

5.         Administration and other expenses
                                           (Unaudited)  (Unaudited)  (Audited)
                                           6 months to  6 months to  Year ended
                                           30 June      30 June      31 December

 2025
2024
2024
                                           €            €            €

 Directors' remuneration                   34,758       45,477       67,509
 Administration fees                       77,945       77,405       147,599
 Legal and professional fees               171,014      135,282      393,118
 Auditors' remuneration                     -            -           100,213
 Foreign currency expenses                 218          10,824       7,961
 Other administration and sundry expenses  291,482      232,590      838,758
 Depreciation expense and amortization     137,452      60,036       561,028
                                           712,869      561,614      2,116,186

 

 

 

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

6.         Other income
                                        (Unaudited)  (Unaudited)  (Audited)
                                        6 months to  6 months to  Year ended
                                        30 June      30 June      31 December

 2025
2024
2024
                                        €            €            €

 Interest income - receivable balances  219,550      267,730      266,944
 Bad debts recovered                    63,916       1,086,295    827,269
 Others                                 1,001,388    368,691      950,475
                                        1,284,854    1,722,716    2,044,688

7.         Profit/(Loss)/earnings per share

The basic (loss)/earnings per ordinary share is calculated by dividing the net
(loss)/profit attributable to the ordinary shareholders of the Company by the
weighted average number of ordinary shares in issue during the period.

                                                       (Unaudited)    (Unaudited)    (Audited)
                                                       6 months to    6 months to    Year ended
                                                       30 June        30 June        31 December

 2025
2024
2024
                                                       €              €              €

 (Loss)/earnings attributable to owners of parent €     (1,117,327)   109,811          2,038,912
 Weighted average number of ordinary shares in issue   2,458,323,603  1,922,885,247  2,458,323,603
 Basic profit / (loss)/earnings per share (cents)      (0.05)         0.01           0.08

 

The Company has no potential dilutive ordinary shares; the diluted
profit/(loss)/earnings per share is the same as the basic
profit/(loss)/earnings per share.

 

 

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

8.         Taxation

 

Isle of Man

 

There is no taxation payable on the Company's or its Jersey subsidiaries'
results as they are based in the Isle of Man and in Jersey respectively where
the Corporate Income Tax rates for resident companies are 0% (2024: 0%).
Additionally, neither the Isle of Man nor Jersey levies tax on capital gains.

 

Consequently, shareholder's resident outside of the Isle of Man and Jersey
will not incur any withholding tax in those jurisdictions on any distributions
made to them.

 

Bulgaria

 

Subsidiaries of the Company incorporated in Bulgaria are taxed in accordance
with the applicable tax laws of Bulgaria. The Bulgarian corporate tax rate for
the year was 10% (2024: 10%).

 

No deferred tax assets are recognised on trading losses in the subsidiary
companies as there is significant uncertainty as to whether sufficient future
profits will be available in order to utilise these losses.

 

A reconciliation of the tax charge for the year to the standard rate of
corporation tax for the Isle of Man of 0% (2024: 0%) is shown below.

 

                                                                               (Unaudited)  (Audited)

30 June
31 December 2024

                                                                             2025         €

                                                                               €
 Profit before tax                                                             (1,116,812)  2,427,816

 Profit on ordinary activities multiplied by the standard rate in the Isle of  -            -
 Man of 0% (2024: 0%)
 Effect of different tax rates in different countries                          -            65,182
 Deferred tax liability movement                                               -            318,076
 Current charge for the year                                                   -            383,258

 Bulgarian tax losses brought-forward at 10%                                   (166,914)    (347,840)
 Tax losses utilised in the year                                               -            180,925
 Bulgarian tax losses carried-forward at 10%                                   (166,914)    (166,914)

 Deferred tax liability
 Opening deferred tax liability balance                                        3,152,676    2,869,332
 Deferred tax liability on fair value uplift of investment property on         -            -

 Acquisition/(disposal) of a subsidiary
 Bulgarian deferred tax liability charge                                       -            (34,732)
 Deferred tax liability on fair value uplift of investment property            -            318,076
 Closing deferred tax liability balance                                        3,152,676    3,152,676

 

 

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

9.         Investment properties
                                    (Unaudited)  (Audited)
                                    30 June      31 December 2024

2025
                                    €            €
 Beginning of year                  48,340,327   58,888,532
 Additions                          -            -
 Transfers                          -            (13,728,964)
 Fair value adjustment              -            3,180,759
 Total investment property          48,340,327   48,340,327

 Camp South Beach                   17,100,000   17,100,000
 Camp South Beach additional plots  5,900,000    5,900,000
 Byala Land                         11,240,000   11,240,000
 Star Mill                          8,210,710    8,210,710
 Lazuren Bryag                      5,889,617    5,889,617
 Total investment property          48,340,327   48,340,327

 

The Directors confirm that there are no material changes in the valuation of
investments as of 30 June 2025.

 

Fair value determination:

 

The valuations of the other Group properties at 31 December 2024 and 31
December 2023 were based on the most recent independent valuation received for
each property. The valuations were performed by external accredited
independent valuers with recognised professional qualifications and with
recent experience in the location and category of the investment properties
being valued.

The fair value of completed investment property has been determined on a
market value basis in accordance with the RICS "Red Book". In arriving at
their estimates of market values, the valuers have used their market knowledge
and professional judgement, historical transactional comparable and discounted
cash flow forecasts. The highest and best use of the investment properties is
not considered to be different from its current use.

The Group's investment properties are measured at fair value based on a
valuation performed by an independent external valuer. Due to limited market
data and the property's development status, the residual method was used. The
valuation is based on various unobservable inputs. This approach is classified
as a Level 3 fair value measurement under IFRS 13.

The Byala Land properties, and CSB properties along with additional plots were
all evaluated by Cushman & Wakefield Forton, an independent professional
valuation specialist.

In 2024, Ivan Vazov 1 Building was reconstructed in order to change its use.
As a result and in accordance with the business development plans, the
property has been transferred to tangible fixed assets.

The Byala Land properties and the CSB properties with additional plots were
valued as at 31 December 2024. The CSB properties are also pledged as
security to Central Cooperative Bank against the company's investment loans
and overdraft positions (note 16).

All valuations were based on expected rental income or cash flows, net of
operating expenses, and capitalised using a discount rate reflecting the
market yield from recent transactions of similar properties.

These valuations are based on income and market approach and primarily include
unobservable inputs: the estimated rental value, cashflows, the discount rate,
and adherence to specific legal and regulatory requirements.

 

 

 

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

10.       Intangible assets

At the end of 2020, after participating in an open concession award procedure,
the Group through Camping South Beach received the concession rights over the
sea beach "Camping Gradina". During the active summer season of 2021, the
beach was managed by CSB under the terms of a lease agreement. The concession
agreement entered into force on 17 October 2020, and at the beginning of 2021
the handover of the sea beach by the grantor Ministry of Tourism to the
concessionaire was carried out. The term of the contract is 20 years.

The concession contract of CSB grants the right to operate the sea beach,
performing alone or through subcontractors providing visitors to the sea beach
of the following services: beach services, including the provision of
umbrellas and sunbeds, services in fast food restaurants, sports and
entertainment services, water attraction services, health and rehabilitation
services and other events, after prior agreement with the grantor. A condition
for operation of the concession site is the implementation of mandatory
activities, which include provision of water rescue activities, security of
the adjacent water area, health and medical services for beach users, sanitary
and hygienic maintenance of the beach, maintenance for use of the elements of
the technical infrastructure, the temporary connections, the movable objects,
the facilities and their safe functioning.

In 2020 the Group paid the first due concession fee, which provides the period
from the date of entry into force of the concession agreement until the end of
the same calendar year and the period from January 1 of the last calendar year
in which the concession agreement is valid until the date upon expiration of
the contract.

According to the financial model presented by the Company, which is accepted
by the grantor and is an integral part of the concession agreement, for the
concession period the Group will make additional investments related to the
implementation of mandatory activities and investments to improve access to
the beach. After the expiration of the concession contract, all constructed
sites remain the property of the grantor. The activities related to the
operation of the concession site are performed by the concessionaire at his
risk and at his expense. The cost of the acquired intangible assets was
€655,876 and no amortization expenses were recognised in 2020. The acquired
intangible asset was amortized by € 17,264 (2023: €34,528).

Lazuren Bryag holds two concession contracts, with a carrying value of
€1,284,126 as at the period-end.

The first concession contract was granted by the Ministry of Tourism in 2020
and grants the right to operate the sea beach "Varna - central" in the city of
Varna. The concession contract is valid for a period of twenty years.

The second concession contract in addition, Lazuren Bryag was signed in 2022
and permits the company to rent the sea beach "Ribarski - West" and sea beach
"Fisherman - East". The contract is valid for a period of five years.

The amortisation expense has been included with in property operating expenses
in the Consolidated Statement of Comprehensive Income.

 

                                      Period ended 30 June 2025  Year ended 31 Dec 2024

                                      €                          €

 Beginning of year                    1,908,853                        1,882,911
 Additions                            -                          140,450
 Amortisation                         (56,820)                   (114,508)
 Total Intangible assets at year end  1,852,033                  1,908,853

 

 

 

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

11.       Trade and other receivables

 

                     (Unaudited)  (Audited)
                     30 June      31 December 2024

2025
                     €            €

 Trade receivables*  5,878,505    3,894,433
 Prepayments         106,551      26,341
                     5,985,056    3,920,774

 

*All amounts are due within one year. The expected credit losses (ECL) for
this amount is nil.

12.        Issued share capital
                                                                      (Unaudited)      (Audited)

 Authorised                                                           As at            As at

                                                                      30 June 2025     31 December 2024
 Founder shares of no par value                                       10               10
 Founder shares of no par value                                       Unlimited        Unlimited
 Issued and fully paid                                                €                €
 2 Founders shares of no par value (2024: 2)                          -                -
 2,458,323,603 ordinary shares of no par value (2024: 2,458,323,603)  81,019,442       81,019,442

 

The Founders shares do not carry any rights to dividends or profits and on
liquidation they will rank behind Shares for the return of the amount paid up
on each of them. The shares carry the right to receive notice of and attend
general meetings, but carry no right to vote thereat unless there are no
Participating Shares in issue.

 

Capital management

 

The Directors consider capital to be the net assets of the Group. The capital
of the Company will be managed in accordance with the Investment Strategy
documented on the Company's website.

13.        Bank Loans

                                  (Unaudited)   (Audited)
                                  30 June       31 December 2024

2025
                                  €             €

 Loan from UniCredit (a & c)       7,410,127     7,668,835
 Loan from BACB (b)                3,338,166     3,343,341
 Central Cooperative Bank (d)      6,141,248     6,560,462
                                   16,889,541    17,572,638
 Long term bank loans              13,830,330    14,217,236
 Current bank loans                3,059,211     3,355,402

 Reconciliation of bank loans
 Beginning of year (gross loan)    17,572,638    20,568,424
 Bank loan arrangement fees        (21,381)      (8,998)
 Loan received                     3,765         11,740
 Interest charged                  287,525       709,663
 Principal repayments              (657,001)     (2,959,722)
 Interest payments                 (296,004)     (748,469)
 Total bank loans                  16,889,541    17,572,638

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

13.        Bank Loans (continued)

a)         In October 2017, BSPF Bulgaria EAD, a subsidiary of parent
company entered into a secured debt          funding of €7 million
from UniCredit Bulbank AD ("UniCredit"), a leading Bulgarian commercial bank
which was used to complete the acquisition of the Ivan Vazov 1 Building. The
debt funding from              UniCredit is secured by a
commercial mortgage on the property valued at €13,548,212.

            The debt funding is also secured by a first rank pledge
of all the receivables, claims, rights and   interests, both current and
future, of the company along with a first ranking registered pledge of the
      commercial enterprise of the company and a first ranking pledge of
100% of the shares of the capital             of the company. The
initial term of the debt funding was thirty-six months from date of execution
of             the loan documentation and the repayment shall be
made as a one-off payment on the repayment      deadline.

 

The company renegotiated the terms of the loan in November 2021, extending the
repayment period until 30 November 2033 and changed the margin to the interest
rate to 2%. The principal should be repaid in equal installments, with the
first installment set from 23 December 2023. The interest on the loan is now
the internal interest percentage by the bank plus 2.00% (2024: 2%).

In November 2021, BSPF Bulgaria EAD entered into an agreement with Unicredit
Bulbank AD ("UniCredit"), a leading Bulgarian commercial bank, which involved
revised and extended lending terms for the construction of the Ivan Vazov 1
Building. The Company entered into a secured debt funding of up to BGN
4,498,409 (approximately €2.3 million) from UniCredit Bulbank AD
("UniCredit"), a leading Bulgarian commercial bank which was used to partly
finance the construction costs for the planned renovation of the roof and
overhaul of the administrative building known as the Ivan Vazov 1 Building.
The secured debt funding is made up of an investment limit of up to €1.8
million and a revolving limit of up to €0.5 million. The debt funding from
UniCredit is secured by a commercial mortgage on the property valued
at €13,548,212. The debt funding is also secured by a second rank pledge of
all the receivables, claims, rights and interests, both current and future, of
the company along with a second ranking registered pledge of the commercial
enterprise of the company and a second ranking pledge of 100% of the shares of
the capital of the company. The utilization deadline of €1.5 million of
the investment limit is no later than 30 November 2023 while the utilization
deadline of the remaining €0.3 million is no later than 30 November 2024.
There is a grace period on the repayment of the principal amount due until 30
November 2023. After this date the principal will be repaid in equal monthly
instalments. Interest is also repayable monthly with no grace period agreed.
The repayment period is up until 30 November 2033. The repayment of the
revolving limit is made within 6 months of each utilized amount and the
repayment period is up until 31 July 2032.

 

The liabilities under this loan amount to €7,410 thousand, of which €629
thousand are short-term.

 

b)         In 2022, the BSPF Project 1 received financing from a
commercial bank in the amount of €4,167,028. The financing was granted in
connection with the acquisition of an investment in Star Mill EOOD. The loan
is repayable by October 20, 2030 in instalments according to a repayment plan.
The loan is charged a floating interest sum of LEONIA Plus and a risk
allowance. The loan is secured by the following assets:

 

•           Receivables of the BSPF Project 1 from Star Mill EOOD;

•           Bank deposit of the BSPF Project 1 of €102,258,
which will be released after full payment to the creditor;

•           Mortgage of the real estate of Star Mill EOOD

•           Current and future funds of the BSPF Project 1 and
Star Mill EOOD on current accounts opened with the creditor bank,

 

 

 

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

13.        Bank Loans (continued)

c)         Central Cooperative bank loan and overdraft

                                                (Unaudited)  (Audited)
                                                30 June      31 December 2024

2025
                                                €            €

 Central Cooperative Bank overdraft (i)          663,666      664,449
 Central Cooperative Bank overdraft (ii)         4,349,422    4,390,183
 Central Cooperative Bank investment loan (ii)   950,118      959,195
 Central Cooperative Bank loans (iv)            178,042      -
                                                6,141,249    6,013,827

(i)        On 24 June 2016, the company entered an overdraft credit
agreement with the Central Cooperative Bank AD with a limit of €818,067. On
29 June 2018, the parties agreed that the Company will pay annual interest at
4% variable interest rate. On 12 March 2020, the agreed interest rate was
renegotiated and reduced to 2.8%. In 2020, the terms of the contract were
extended to 24 March 2022. As at 30 June 2025, the carrying amount was
€663,667.

 

(ii)       On 28 December 2017, the company entered an overdraft credit
agreement with the Central Coorporative Bank AD with a limit of €8,569,252.
On 12 March 2020, the agreed interest rate was 2.8%. The overdraft usage
period has a maturity date of 21 January 2028. As at 30 June 2025, the
carrying amount was €4,349,422.

 

(iii)      On 28 December 2017, the company entered an investment loan
agreement with the Central Cooperative Bank AD. The loan was for an amount of
€2,024,205 and is due for repayment by 21 January 2028. On 12 March 2020,
the agreed interest rate was renegotiated and reduced to 2.8%. As at 30 June
2025, the carrying amount was €950,118.

The above overdraft and loans positions are secured by the commercial property
of South Beach (Gradina) Camp which includes all the tangible fixed assets of
the property along with the mortgage on the land.

 

(iv)      This relates to two loans held by Lazuren Bryag 91 EOOD and
provided by the Central Cooperative Bank. The loans are subject to a rate of
1-month Euribor plus 1.3%, however not less than 3.5% and no more than 3.85%.
The second loan is subject to a rate of 2.8%. The loans will mature on 16
September 2024 and 12 September 2025 and the real estate owned by Lazuren
Bryag 91 EOOD has been charged as security for the total loan amount.

Notes to the Financial Statements for the period ended 30 June 2025
(continued)

14.       Trade and other payables

Non-current trade and other payables can be presented as follows:

                     (Unaudited)  (Audited)
                     30 June      31 December 2024

2025
                     €            €
 Concession payable  1,633,067    1,693,209
 Other payable       1,674,771    15,714
                     3,307,838    1,708,923

The current trade and other payables can be presented as follows:

                     (Unaudited)  (Audited)
                     30 June      31 December 2024

2025
                     €            €

 Trade creditors     573,934      423,971
 Concession payable  103,585      102,737
 Other payables      2,925,347    1,757,553
 Deferred income     670,581      144,558
                     4,273,447    2,428,819

15.        Related party transactions

In July 2017, the Company appointed Phoenix Capital Management JSC as its
investment adviser with responsibility for advising on the investment of the
Company's property portfolio. Phoenix Capital Holding JSC owns 79.99% of the
Phoenix Capital Management JSC shares. Phoenix Capital Holding JSC, through
its wholly owned subsidiary Mamferay, holds 18.30% (2024: 18.30%) of the
issued share capital of the Company.

The total amount outstanding at year end to the shareholders totalled €
25,300,439 (2024: €24,042,603). The loans are unsecured and are interest
bearing.

 

16.        Net asset value per share
                                                        (Unaudited)    (Unaudited)
                                                        30 June        30 June

 2025
2024
                                                        €              €

 Net assets attributable to owners of the parent (€)    50,430,169     49,618,395
 Number of ordinary shares outstanding                  2,458,323,603  2,458,323,603
 Net Asset Value (cents)                                2.05           2.02

 

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