DCI Dci Advisors Ltd

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six-month period ended 30 June 2024

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024

1.      REPORTING ENTITY

DCI Advisors Ltd (Formerly: Dolphin Capital Investors Ltd) (the 'Company') was incorporated and registered in the British Virgin Islands ('BVI') on 7 June 2005 and on 23 December 2024 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. The Company was managed, until 20 March 2024, 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.

With effect from 01 June 2023, the name of the Company was changed from Dolphin Capital Investors Ltd to DCI Advisors Ltd.

These condensed consolidated interim financial statements of the Company as at and for the six-month period ended 30 June 2024 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 30 June 2024 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 year ended 31 December 2023 ('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 23 January 2025.

b.      Basis of preparation

The condensed consolidated interim financial statements of the Company for the six-month period ended 30 June 2024 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 Group's cash flow forecasts for the foreseeable future involve uncertainties related primarily to the exact disposal proceeds and timing of disposals of the assets expected to be disposed of. Management believes that the proceeds from forecast asset sales will be sufficient to maintain the Group's cash flow at a positive level. Should the need arise, management will take actions to reduce costs and is confident that it can secure additional loan facilities and/or obtain repayment extension on existing ones, until planned asset sales are realised and proceeds received.

Ιf, for any reason, the Group is unable to continue as a going concern, then this could have an impact on the Group's ability to realise assets at their recognised values and to extinguish liabilities in the normal course of business at the amounts stated in the condensed consolidated interim financial statements.

Based on these factors, management has a reasonable expectation that the Group has and will have adequate resources to continue in operational existence for the foreseeable future.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

3.      PRINCIPAL subsidiaries

The Group's most significant subsidiaries were the following:

The above shareholding interest percentages are rounded to the nearest integer.

(1)   This entity holds a 48% shareholding interest in DCI Holdings Two Ltd ("DCI H2") which is the owner of Aristo Developers Ltd.

(2)   In December 2022 year this entity disposed of the 50% shareholding interest in Single Purpose Vehicle Fourteen Limited (owner of One&Only Kea Resort).

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 ended 31 December 2023. Α number of new standards are effective from 1 January 2024, 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 annual financial statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

6.      PROFESSIONAL FEES

7.      ADMINISTRATIVE AND OTHER EXPENSES

8.      Property, plant and equipment

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

9.      Property, plant and equipment (cont'd)

Fair value hierarchy

The fair value of land and buildings, has been categorised as a Level 3 fair value 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 31 December 2023.

10.    RECEIVABLES AND OTHER ASSETS

The amount receivable from Investment Manager relates to €3.0 million (2023: €3.0 million) of advance payments made net of variable management fee payable of €1.1 million (2023: €1.1 million). See note 15.2 for further information.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

11.    capital and reserves

Capital

Authorised share capital

Movement in share capital and premium

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

Redeemable preference shares

On 18 December 2019, the Company signed an agreement with an international investor for a €12 million investment in the Kilada Hills Project. The investor agreed to subscribe for both common and preferred shares. The total
€12 million investment was payable in 24 monthly instalments of €500,000 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 30 June 2024, 15.00% (31 December and 30 June 2023: 15.00%) of the ordinary shares have been transferred to the investor.

As of 30 June 2024, 12,000 redeemable preference shares (31 December and 30 June 2023: 12,000) were issued as fully paid with 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.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

12.    loans AND BORROWINGS (cont'd)

Shareholder Loans

During 2023 and 2024, the Company entered into a number of shareholder loans totaling €3.79million (30 June 2024: €2.89 million).  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 fell due. The Group is providing collateral in the form of security over certain Company assets which exceeds the aggregate value of the loans, the termination date.

Terms and conditions of the loans

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

Terms and conditions of the loans

*The loan on Livka Bay has been categorised within liabilities held for sale. The Loan from PBZ Bank 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 the 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 2024, 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 is set against the immovable property of the Kilada Hills Project, in the amount of €15 million (2021: €15 million).

·      Regarding the Livka Bay loan, a mortgage against the immovable property of the Croatian subsidiary, Azurna Uvala (the owner of "Livka Bay"), with a carrying value of €17.7 million (2021: €17.0 million), two promissory notes, a debenture note and a letter of support from its parent company Single Purpose Vehicle Four Limited.

·      Regarding the Shareholder Loans, in line with the agreements the group is providing collateral in the form of security over certain Company assets.

·      In addition, the development at OOKI was partly funded by a construction loan which was secured over its assets and those of Scorpio Bay asset. Steps are being taken to remove the security over Scorpio Bay now that we have sold our interest in OOKI and this is expected to happen shortly.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

13.    Trade and other payables

Land creditors relate to contracts in connection with the purchase of land at Lavender Bay from the Church. The above outstanding amount bears an annual interest rate equal to the inflation rate, which cannot exceed 2% p.a.. Full settlement is due on 31 December 2025. The Group is in negotiations with the land creditor with a view to ensuring that no additional funds are paid to them under the sale and purchase contracts until the resolution of the legal dispute with the Greek State and, also to reduce the overall quantum of the Group's deferred liabilities to them, potentially swapping all or part of the deferred payments against equity in the project.

14.    NAV per share

15.    Related party transactions

15.1        Directors' interest and remuneration

Directors' interests

Miltos Kambourides is the founder and managing partner of the Investment Manager whose IMA was terminated on 20 March 2023 and he was removed as a Director on 18 March 2023.

Martin Adams, Nick Paris and Nicolai Huls were non-executive Directors throughout 2022, with Mr. Martin Adams serving as Chairman of the Board of Directors. On 10 February 2023, Martin Adams resigned as a Director and Sean Hurst was appointed as a non-executive Director and Chairman. On 15 November 2023, Gerasimos Efthimiatos was appointed as a non-independent non-executive Director.

The interests of the Directors as at 30 June 2024, all of which are beneficial, in the issued share capital of the Company as at this date were as follows:

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

15.    RELATED PARTY TRANSACTIONS (Cont'd)

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

The Directors' remuneration details were as follows:

Miltos Kambourides waived his fees for 2023 through to the date he was removed from the board.

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.

15.3        Other related party transactions

15.3.1 Exactarea Holdings Limited

On 15th December 2022 SPV10 entered into a bridge loan facility with its 33% shareholder Exacterea Holding Limited, making available of a principle amount up to €6.6 million. The loan is interest-free and repayable at the latest six months from the date of the agreement.

This loan was in connection with the sale of our interest in OOKI, agreed to be deemed to be fully repaid when the courts in Cyprus approved an application to reduce the share premium reserve account of SPV10.

As at  31 December 2022 the full €6.6 million was outstanding. The application above was approved on 16th of January 2023, and  the loan is therefore deemed to have been fully repaid.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended 30 June 2024 (Cont'd)

15.    RELATED PARTY TRANSACTIONS (Cont'd)

15.3.2 Discover Investment Company and Almitas Capital LLC

Nicolai Huls is a Director of Discover Investment Company which provided shareholder loans of €350 thousand to the Company in May 2023 and July 2024. In September 2023, Almitas Capital LLC, who owns more than 10% of the issued share capital of the Company, provided two loans to the Company amounting to US$330 thousand in total.

The terms of each of these loans are the same as the loans provided by other shareholders who are not Related Parties and the loans are for an initial 12 month term bearing an interest rate of 12% per annum with no fees payable on disbursement or repayment.  Collateral in the form of security over certain Company assets is being put in place which exceeds the aggregate value of the loans.    

16. CONTINGENT LIABILITY

The Company is currently in dispute a supplier over invoices for services during 2023 for which contracted terms had not been agreed. The Directors intend to contend these amounts and no provision has been made in the accounts.

17.    SUBSEQUENT EVENTS

On 8 November 2024, the Company announced the proposed migration of the Company from the British Virgin Islands to Guernsey. This should be seen a continuation of the Company. There will be no change to the investment strategy following the migration. At the same time the Directors announced the adoption of a new management incentive plan through the creation of an Employee Stock Option Plan ("ESOP"). The Directors have also announced the intention to create B shares in the Guernsey entity which allow a more favourable mechanism for the return of Capital. This change was subject to the approval of the shareholders at an extraordinary general meeting held on 19 December 2024. At the meeting, the migration and B share creation were approved but the ESOP was not. The migration took place on 23 December 2024.

On 9 December, the Company announced that it was changing its accounting reference date from 31 December to 30 June and as a result the next set of audited financial statements will be published for the eighteen-month period ending 30 June 2025.

There were no other material events after the end of the reporting period which have a bearing on the understanding of the consolidated financial statements as at 30 June 2024.