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Interim Results Announcement

Minoan Group Plc

("Minoan", the "Group" or the "Company")

Minoan Group Plc, the AIM listed resort development company presents its unaudited interim results for the six months ended 30 April 2025.

KEY POINTS

·      The Board has decided that the Company is not a going concern.

·      The Company's only cash resources are those made available to it by DAGG LLP.

·      The loss for the period was £731,000 (2023/24: £601,000).    

·      Total assets decreased to £6,236,000 (2024: £52,109,000).

T R C Hill, Independent Director of Minoan, said:

"Minoan's Group Strategic Report, Report of the Directors and Consolidated Financial Statements for the year ended 31 October 2024, published on Tuesday morning, were as transparent as possible on the impasse with the Foundation Panagia Akrotiriani as well as on the liquidity and solvency issues confronting the Company.

Those accounts were prepared on a not going concern basis given insufficient liquidity and the impairment of the Itanos Gaia site valuation resulting in the Company having negative shareholder funds. The unaudited interim results are prepared on a similar basis. Reported operating expenses increased by £165,000 in the 6 months ended 30 April 2025 versus the prior year period. Crucially, operating expenses of £261,000 were, unlike prior years, not capitalised as Project costs. Consequently, the increase in the loss for the period attributable to equity holders of the Company rests with the accounting change.

Considering the extremely serious state of Minoan Group Plc's finances, I waived contractual entitlements, amounting to £49,000, during the period in question."

The Independent Director's Statement

Introduction

In the absence of a current Chairman of Minoan Group Plc, I have written this Directors' Statement as the sole remaining Director present for the period under review. 

It is well documented that the Company is at an impasse in its relationship with the Public Welfare Ecclesiastical Foundation. Far from the "Significant progress" cited in last year's interim Chairman's Statement of 31 July 2024.

Financial Review

The increased operating loss is a function of the change in accounting policy. The Unaudited Interim Results for Minoan Group Plc for the six months to 30 April 2025 were prepared on a not going concern basis. In aggregate, operating expenses of £261,000 were, unlike prior years, not capitalised as Project Costs. Said non-capitalised Project Costs include £209,000 for consultants. The £52,000 remaining covers my own and a former board member of Loyalward Limited's  salaries, which had been previously capitalised to Project Costs given our operational roles.

For the avoidance of doubt, all Directors' salaries are based upon minuted Renumeration Committee and Board of Directors meetings.

Outlook

In the absence of a formalised offer from DAGG LLP, which must be made as soon as reasonably possible, it is still the view of the Board that Minoan Group Plc will enter an insolvency process. The Directors of Minoan Group Plc fully understand their responsibilities to all stakeholders and have either waived or shown a willingness to waive certain entitlements.

Share Issues

During the period ordinary shares of 1p each (Ordinary Shares) were issued to settle certain liabilities.

On 13 November 2024 a total of 77,859,753 Ordinary Shares were admitted to trading on AIM having been issued to settle certain material liabilities totalling £1,311,195. 24,600,00 Ordinary Shares were issued at 1p per share and 53,259,753 Ordinary Shares were issued at 2p per share.

On 13 January 2025, 7,000,000 Ordinary Shares were admitting to trading on AIM having been issued in order to settle £70,000 of liabilities.

Trading in the Company's shares on AIM will remain suspended pending clarification of the Company's financial position and the outcome of discussions with members of DAGG LLP referred to in this announcement.

The Company's unaudited interim results for the six months ended 30 April 2025 can be viewed on Minoan's website, www.minoangroup.com, with effect from 31 July 2025.

TRC Hill, Director

31 July 2025

For further information visit www.minoangroup.com or contact:

Minoan Group Plc 

Timothy Hill                                                                   tim.hill@minoan group.com, or

Nicholas Day                                                                [email protected]

Zeus                                                                            020 3829 5000
Antonio Bossi/Andrew de Andrade                               

Peterhouse Capital Limited                                         020 7469 0930

Duncan Vasey                                                              

Unaudited Consolidated Statement of Comprehensive Income

Six months ended 30 April 2025

Unaudited Consolidated Statement of Changes in Equity

Six months ended 30 April 2025

Six months ended 30 April 2024

Year ended 31 October 2024

Unaudited Consolidated Statement of Financial Position as at 30 April 2025

Unaudited Consolidated Cash Flow Statement

Six months ended 30 April 2025

Notes to the Unaudited Financial Statements

Six months ended 30 April 2025

1. General information

The Company is a public limited company incorporated in England and Wales and quoted on AIM. The Company's principal activity in the period under review was that of a holding and management company of a Group involved in the design, creation, development and management of environmentally friendly luxury hotels and resorts.

2. Basis of preparation

The interim financial statements are unaudited and do not constitute statutory accounts as defined in Section 434(3) of the Companies Act 2006. A copy of the audited Group Strategic Report, Report of the Directors and Consolidated Financial Statements for the year ended 31 October 2024 has been delivered to the Registrar of Companies. The auditor's report on these accounts did not express an opinion.    

These interim financial statements for the six months ended 30 April 2025 comprise an Unaudited Consolidated Statement of Comprehensive Income, Unaudited Consolidated Statement of Changes in Equity, Unaudited Consolidated Statement of Financial Position, Unaudited Consolidated Cash Flow Statement plus relevant notes.

The interim financial statements are prepared in accordance with EU adopted International Financial Reporting Standards ("IFRS") and the International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.

The principal accounting policies adopted in the preparation of the interim financial statements are consistent with those adopted in the Report and Financial Statements for the year ended 31 October 2024.

Going concern  

The directors have considered the financial and commercial position of the Group in relation to its project in Crete (the "Project"). In particular, the directors have reviewed the matters referred to below.

Following the unanimous approval of a Plenum of the Greek Council of State, the highest court in Greece, the Presidential Decree granting land use approval for the Project was issued on 11 March 2016 and was published in the Government Gazette. The planning rules for the Project are now enshrined in law. The appeals lodged against the Presidential Decree have been rejected by the Greek Supreme Court.

It has proved impossible to raise capital in order to meet existing finance and working capital requirements.

Having taken these matters into account, together with the financial position of the Group as referred to in the Group's Consolidated Financial Statements for the year ended 31 October 2024, the directors consider that the preparation of the financial statements on a going concern basis is not appropriate.

In view of the above, and the Group's inability to raise fresh funds, should the DAGG LLP indicative proposal fail to advance, it is the view of the Board that Minoan Group Plc will enter into an insolvency process.

Notes to the Unaudited Financial Statements (continued)

Six months ended 30 April 2025

3. Loss per share attributable to equity holders of the Company

Earnings per share are calculated by dividing the earnings attributable to the equity holders of a company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share are calculated by adjusting basic earnings per share to assume the conversion of all dilutive potential ordinary shares. As the Group is loss making, there are no dilutive instruments in issue, therefore the basic loss per share and diluted loss per share are the same. The weighted average number of shares used in calculating basic and diluted loss per share for the six months ended 30 April 2025 was 923,577,554 (Six months ended 30 April 2024: 820,125,243; Year ended 31 October 2024: 832,728,527).