CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six-month period ended 31 December 2025

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:

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

7.      ADMINISTRATIVE AND OTHER EXPENSES

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.

9.      Property, plant and equipment

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

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

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 €12.0 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:

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

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

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:

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

The Directors' remuneration details were as follows:

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.

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.