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Unaudited Condensed Consolidated Interim Accounts

30th Mar 2026 14:08

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

 

[email protected]

+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)

 

[email protected] / [email protected]

 

 

 

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

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

€'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

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

(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 June 2025

(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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