The Company is pleased to announce its final audited results for the 18-month period ended 30 June 2025.
Copies of the Annual Report and Accounts will be posted to shareholders today and made available on the Company’s website at: http://www.dciadvisorsltd.com
I am pleased to report the DCI Advisors Ltd (the “Company”) and its subsidiaries (together, “the Group” or “DCI”) results for the 18-month period ending 30 June 2025.
Financial Year-End Changes
In December 2024 DCI announced a change in the financial year end from 31 December to 30 June hence the 18-month period. Going forward, the next unaudited interims for the 6-month period to 31 December 2025 will be published by 31 March 2026 and the annual audited accounts for the 12-month period to 30th June 2026 by 31 December 2026.
Summary of Financial Performance
At the 30 June 2025 financial period end, the Net Asset Value (“NAV”) of the Group measured as the equity attributable to owners of the Company was €111.2 million (31 December 2023: €126.4 million) representing a decrease of 12% compared to 31 December 2023. The net loss for the 18-month period, after tax attributable to the owners of the Company, was €15.2 million (31 December 2023: €14.3 million gain) and this principally related to the loss that we crystallised on selling our interest in Aristo Developers.
As at 30 June 2025, the Group had three principal liabilities:
€12.0 million owed under the redeemable preference share agreement signed with our joint venture partner at the Kilada investment level;
€4.9 million owed to PBZ Bank, the Croatian lender to the Livka Bay investment; and
€4.3 million owed to shareholders in respect of working capital loans received prior to and throughout the reporting period.
Consistent with other AIM-listed companies, DCI’s share price is quoted and trades in sterling. Based on the financial statements, the Group’s NAV per share decreased from approximately €0.14 to €0.12 over the 18-month period since 31 December 2023. Converted into sterling at the prevailing exchange rate of €1 = £0.85, this equates to a decrease from about 12p to 10p. On 30 June 2025, DCI had a market capitalisation of approximately £43.3 million, compared with an adjusted NAV of approximately £109 million (converted from €128.3 million, which comprises total equity of €115.9 million plus deferred tax liabilities of €12.4 million), representing a discount to adjusted NAV of around 60%. The Directors believe that the discount has been caused by the uncertainty created by the past performance of the Company and the lack of certainty on the realisable value of the Company’s assets. However, all of the assets are being marketed for sale and they believe that as more of them are sold, the Company’s share price will respond positively and the discount should reduce.
Asset Sales
The Board was delighted to announce in February 2025 that, as part of the Group’s realisation strategy, DCI agreed to sell its entire 47.93% stake in DCI Holdings Two Limited (“DCI H2”) – representing interests in Aristo Developers and Venus Rock Estates in Cyprus (commonly referred to as the Aristo Developers sale)- for a total consideration of €31.1 million, comprising €27.6 million in cash (payable in staged tranches), approximately €12.8 million in fully permitted residential land plots transferred in May 2025, and €3.5 million relating to the Venus Rock interest, subject to Cypriot tax clearance in cash and €3.5 million relating to the Venus Rock interest.
In July 2025, Contracts of Sale were signed for the sale of 27 land plots at Apollo Heights, Paramali, Cyprus, for €7.5 million (vs. NAV €5.6 million). The Company received 30% of the sale price on signing, with the balance payable on completion.
The failure of the Livka Bay sale in Croatia was, understandably, a disappointment for all concerned but the Board hopes to make significant progress in selling this asset in 2026.
Finally, but very significantly, the second half of 2025 saw the start of the sales process for The Kilada Golf & Country Club in Greece in conjunction with Savills Greece. This has already produced a positive response from numerous interested parties.
Asset sale proceeds have so far been used to pay back shareholder loans and settle trade creditor bills particularly from the construction of the golf course at Kilada but we do believe that the Company is near to the point where it will have surplus capital. The Managing Director’s report will expand on all the above asset sales and on the other DCI investments.
Non-Executive Director Changes
There have been numerous Board changes both during and post the reporting period.
In November 2024, at the request of DCI’s major shareholder, Almitas Capital LLC (“Almitas”) the Board appointed Gerasimos Efthimiatos as a non-independent, non-executive director.
A few weeks later, Almitas then requisitioned an EGM to appoint, DCI’s former Chairman, Martin Adams back on to the Board. After several postponements the EGM was held on 10 October 2025 with Martin duly being reappointed (also on a non-independent non-executive basis).
Shortly after the EGM we also appointed Nikiforos Charagionis to the Board. At the same time, Gerasimos ceased to be a director in the Company. Nikiforos has been known to the the Company personally for some time in relation to various DCI asset sales. We will benefit from his extensive knowledge of the Greek and Cypriot property markets. Nikiforos was also suggested as a suitable non-executive director by another significant DCI shareholder, Fortress Investment Group, and he is also deemed to be non-independent.
I would like to thank Gerasimos for his time and help during his tenure. We very much look forward to working with Martin and Nikiforos going forward.
Dolphin Capital Partners (DCP) Settlement
On 12 September 2025 the Directors of the Company were pleased to announce that the Company had reached a global, comprehensive, confidential settlement with its former investment manager, Dolphin Capital Partners Ltd (“DCP”), bringing all outstanding legal proceedings between the parties, and their related parties to a close.
In connection with this settlement, the Company received a cash payment and DCP received certain assets. The net positive impact on the Group’s NAV (equity attributable to owners of the Company) was approximately €4.2 million. The global settlement agreement represented a constructive and value-enhancing outcome for both DCI and DCP allowing each to focus on their strategic priorities going forward.
Thank you again to all of the Company’s shareholders and our service providers for their support. The Board looks forward to announcing further progress on asset sales in due course and an early return of surplus capital to shareholders.
Your Managing Directors are pleased to present this update on the Group’s progress during 2024-2025, a period marked by meaningful achievements across our diverse portfolio and continued advancement toward delivering shareholder value.
As a specialist group holding a range of complex and illiquid land assets, the Board has worked diligently to address historical challenges while positioning the business for long-term success. Over the reporting period, key asset sales have been concluded, the strategic restructuring of the portfolio has advanced significantly, and the Group now stands closer than ever to the return of capital to shareholders.
Strong Progress on Asset Realisations
During 2025, the Group achieved over €45 million in agreed transaction values, the highest annual total since the implementation of the Group’s realisation strategy in December 2016. Approximately €33 million of this value represents cash proceeds, with the remainder comprising land transferred to DCI as part of the Aristo Developers sale transaction.
By the end of June 2025, total cash inflows had reached approximately €17 million, of which €3.2 million was placed in escrow whilst awaiting tax clearances in Cyprus. Since their appointment just over four years ago, the Managing Directors have overseen more than €63.6 million in transactions, including the successful sale of One&Only at Kea Island (OOKI) which was arranged by our former Investment Manager.
These transactions collectively mark an important milestone, positioning the Group to make its first shareholder distribution since inception, subject to the collection of final cash receipts and ongoing commitments relating to debt reduction, tax settlements, and the continuing development of the Kilada Golf & Country Club.
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 18.60% interest in Venus Rock Estates-for a total consideration of €31.1 million although the carrying value of these assets was €42 million in aggregate based on valuation decisions taken by previous Directors in 2016 . Under the SPA, this is split into €27.6 million in cash (paid in three tranches totalling €14.8 million) and €12.8 million via the transfer of three fully‑permitted residential land parcels in Paphos.
The first cash tranche of €4.6 million was received on signing (21 February 2025), followed by the transfer of the Paphos land plots valued at €12.8 million in May 2025. These plots are fully permitted and are being marketed for sale, with early interest already received.
The second cash tranche of €4.1 million was paid on 21 May 2025, with €3.2 million held in escrow until December 2026 pending completion of any residual liability postings. A final payment of €6.1 million is contracted following receipt of the required tax certificates, which are progressing positively through the Cyprus tax system. The remaining €3.5 million from the Venus Rock transaction is likewise expected upon completion of the tax process.
Shareholders should note that obtaining tax clearances in Cyprus for long‑held assets is a complex and time‑variable process, though we are working diligently with our local advisors to expedite these certifications.
Apollo Heights, Cyprus
In a further success, the Group agreed the sale of its Apollo Heights landholding in Paramali, Cyprus, 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 confirmation of the Company’s tax position. This transaction underlines the Group’s continued momentum in realising value across its portfolio.
Livka Bay, Croatia
While the planned 2024 sale of Livka Bay did not proceed due to external financing constraints by the buyer, market interest in the asset remains strong. Colliers has been reappointed to lead the sales process, and renewed marketing efforts are underway. The asset’s strategic location and development potential should continue to attract interest from high-quality investors and developers.
The Kilada Golf & Country Club, Greece
Kilada remains the Group’s flagship development and a key driver of long-term value creation for the Company’s shareholders. The progress achieved is a testament to the dedication of our local team, partners, and contractors, whose professionalism and perseverance have been instrumental.
The Kilada Golf & Country Club, Greece (continued)
Since 2023, the Group has invested approximately €11 million in the project, including €1.2 million in 2025 and an additional €1.9 million used to repay a joint venture loan. Significant development milestones have been reached, with 95% of the golf course area cleared for construction, government grant funding of €1.5 million approved, and further grant disbursements expected over the coming year.
Construction progress is encouraging: nine holes of the golf course are grassed and playable, with several others prepared for grassing. Structural works for the clubhouse are well advanced, and discussions are ongoing with a world leading five-star hotel operator to support financing and future operations.
DCI is also now working with Savills Greece, which has already initiated outreach to potential buyers and investors for the Kilada project. The marketing and sales process is well underway, targeting both domestic and international investors. The Executive Directors are confident that Kilada’s maturity, scale, and distinctive positioning within the booming Mediterranean resort market will continue to attract strong interest and support a successful sale transaction.
Other Greek Assets
Constructive discussions continue with the Greek Church regarding Lavender Bay, aimed at reaching a mutually beneficial resolution to historical ownership matters. For the remaining Greek assets, Plaka Bay and Scorpio Bay, Savills will support DCI in evaluating market opportunities and preparing for future exits.
Operational Efficiency and Cost Management
Disciplined financial management remains a cornerstone of the Group’s approach. Equity attributable to the Company’s shareholders remained stable at €111 million as of the period-end. Professional fees, investment manager and directors’ remuneration have been reduced from €6 million in 2021 to €3.8 million in 2024, a 37% reduction, with total administrative and professional costs falling by 27% over the same period. During first six months of 2025 administrative and professional costs were stable compared to 2024, but this figure will fall significantly now that a resolution has been reached to the legal dispute with our former Investment Manager. Our priority for the coming year is to reduce administrative and professional costs at the holding company level by a further 25-30%, delivering substantial savings.
The successful re-domiciliation of the Company to Guernsey has enhanced governance efficiency and positioned the Company to manage capital returns effectively. With many legacy matters now resolved, the Board expects further cost reductions and operating efficiencies as the portfolio continues to be streamlined.
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 €4.3 million remained outstanding at the end of June 2025 and these loans are expected to be repaid as they reach their maturity dates throughout 2026.
During 2025, the Company has repaid approximately €5.7 million through a combination of loan repayments €2.4 million and reductions in outstanding payables €3.3 million. The remaining balances are scheduled for repayment in 2026.
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.
The €3.95 million bank loan plus interest owed on Livka Bay is expected to be repaid soon and the mortgage on the land lifted.
Legal and Governance Updates
The Company has made substantial progress in resolving legacy legal matters since 2023, resulting in a significantly stronger legal and governance position. Legal expenses have been carefully managed, with costs reduced by nearly 40% in the 18-months ended 30 June 2025 compared to the prior year. Having the settlement with DCP in place will reduce 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
During the period, the Company changed its auditors to Grant Thornton Limited, Guernsey reflecting the move of the Company to that jurisdiction and their first audit report is contained in this Report and Accounts.
In addition, we changed the valuers of our land to Axies SA Chartered Surveyors and Valuers (CBRE) in this period in order to get a fresh perspective on the values of our land.
Outlook: Continuing Momentum Toward Shareholder Returns
With the Aristo Developers and Apollo Heights transactions nearing completion and Kilada now in its marketing phase, DCI is now well placed to move toward its first distribution of capital to shareholders. Discussions relating to Lavender Bay and other portfolio assets further strengthen the pipeline of potential realisations.
Shareholders should understand that 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 does take 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 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. 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 this year has put the Company in a better funded situation.
The Executive 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 & Nick Paris, Joint Managing Directors
The Directors present their report together with the consolidated financial statements of the Company and its subsidiary undertakings (together the “Group”) for the eighteen-month period ended 30 June 2025.
Principal Activities
The principal activity of the Group is the realisation of the beachfront properties owned by it in the Eastern Mediterranean – Greece, Cyprus and Croatia.
Change in year end
As a result of the delays in publishing the audited Annual Report for the year ended 31 December 2023, the Company changed its year end from 31 December to 30 June hence the current eighteen-month reporting period to 30 June 2025.
Business Review for the period and Future Developments
The consolidated statement of profit or loss and other comprehensive income for the period ended 30 June 2025 and the consolidated statement of financial position as at 30 June 2025 are set out on pages 21 and 22 of the annual report. The assets of the Group are principally development properties, and these are valued at our accounting period end. The Directors are responsible for the valuations and were assisted in their assessment by external valuers in each relevant country at the financial period end to arrive at a current value of those properties.
A review of the development and performance of the Group and of expected future developments has been set out in the Chairman’s Statement and the Manging Directors’ Report.
No dividends were declared or paid during the period ended 30 June 2025 (2023: Nil).
Principal Risks and Uncertainties
The Group’s business is the realisation of property owned by it in the Eastern Mediterranean. Its principal risks are therefore related to the property market in these countries in general, and the particular circumstances of the property development projects that it is undertaking.
The Directors seek to mitigate and manage these risks through continual review, policy setting and enforcement of contractual rights and obligations. They also regularly monitor the economic and investment environment in the countries that the Group operates in and regularly review the management of the Group’s property development portfolio.
Directors
The Directors of the Company who held office throughout the financial year and up to the date of this report were as follows:
On 16 May 2025, Alexis Anastasiou was appointed as an Alternative Director to Nick Paris.
As of 30 June 2025, Sean Hurst was an independent non-executive Director and Martin Adams and Nikiforos Charagkionis were considered to be non-independent non-executive directors.
Directors’ remuneration during the eighteen months ended 30 June 2025
The Directors remuneration details during the period of this report were as follows:
* Nicolai Huls is also a director of Discover Investment Company which owns 30,026,849 shares and which had provided two shareholder loans totaling €700,000 to the Company during the period and a further loan of €400,000 on 22 August 2025 and these have all now been repaid. Nick Paris has also provided three shareholder loans of €225,000 during the period.
Substantial Shareholders
The Directors are aware of the following direct and indirect interests comprising more than 3% of the issued share capital of the Company as at 30 December 2025, which is the latest practicable date before the publication of this report:
*Nicolai Huls is a Director of Discover Investment Company
Statement of compliance with the Quoted Companies Alliance Corporate Governance Code (the “QCA statement”)
Introduction from the Chairman
The Board of DCI (the Board or the Directors) fully endorses the importance of good corporate governance and applies the QCA Corporate Governance Code, first published in April 2018 by the Quoted Companies Alliance (the “QCA Code”), which the Board believes to be the most appropriate recognised governance code for a company of the Company’s size with shares admitted to trading on the AIM market of the London Stock Exchange. This is a practical, outcome-oriented approach to corporate governance that is tailored for small and mid-size quoted companies in the UK, and which provides the Company with the framework to help ensure that a strong level of governance is maintained.
As Chairman, I am responsible for leading an effective board, fostering a good corporate governance culture, maintaining appropriate open communications with all shareholders and ensuring appropriate strategic focus and direction for the Company. The Board is also supported by an Audit Committee and a Nomination and Corporate Governance Committee.
Notwithstanding the Board’s commitment to applying the QCA Code, we will not seek to comply with the QCA Code where strict compliance in the future would be contrary to the primary objective of delivering long-term value for our shareholders which in our case is to realise all of the Company’s assets and return surplus capital to shareholders. However, we do consider that following the QCA Code, and a framework of sound corporate governance and an ethical culture, is conducive to long-term value creation for shareholders.
All members of the Board believe strongly in the importance of good corporate governance to assist in achieving objectives and in accountability to our shareholders. In the statements that follow, the Company explains its approach to governance in more detail.
The QCA Code identifies 10 principles that are considered appropriate arrangements and asks companies to disclose how the companies apply each principle. Our compliance with these 10 principles is set out below.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
The Company’s investment policy is to realize all its portfolio assets in a controlled, orderly, and timely manner. The strategy of the Group, which was approved by the Company’s shareholders in an Extraordinary General Meeting held on 22 December 2021 (the “EGM”), was set out in detail in the EGM circular dated 2 December 2021 (the “Circular”), specifically the investing policy and realisation strategy is defined in paragraph 4 of Part 4 of the Circular which is available to view at: http://www.dciadvisorsltd.com. On 20 March 2023, the investment management agreement with our Investment Manager was terminated and the Company became self-managed, but the investment policy remained unchanged. On 23 December 2024, the Company was migrated from the British Virgin Islands to Guernsey where it is now domiciled. It is now subject to rules and regulations relating to companies that apply in Guernsey and also to the UK Takeover Code as it covers companies registered in Guernsey.
The Company strategy is shaped and formulated by the Board in regular discussions with the Managing Directors, who then implement the Board’s decisions. The Company’s assets were managed by Dolphin Capital Partners Limited (“DCP”), an investment management company incorporated in February 2005, until their Investment Management Agreement was terminated on 20 March 2023. At that time the Group became self-managed with the two Managing Directors taking the executive responsibility for managing the Company. The Board is the Company’s decision-making body, approving or disapproving each investment and divestment proposed by the Managing Directors. The Board is responsible for acquisitions and divestments, major capital expenditures and focuses upon the Company’s long-term objectives, strategic direction, and distributions policy. The Managing Directors are responsible for implementing this strategy and for generally managing and developing the business. Changes in strategy require approval from the Board and the Realisation Strategy can only be changed by Shareholders.
The key challenges and risks that the Realisation Strategy presents relate to the fact that all of the Company’s investments are illiquid, and there can be no assurance that the Company will be able to realise financial returns on such investments in a timely manner. Other risks include those associated with the general economic climate, local real estate conditions, changes in supply of, or demand for, competing properties in an area, energy and supply shortages, various uninsured or uninsurable risks. As a result, a downturn in the real estate sector or the materialisation of any one or a combination of the aforementioned risks could materially adversely affect the Company and the implementation of the investment policy.
In order to mitigate the above risks, the Board and the Managing Directors, working with the Company’s advisers, will continue to explore the best manner in which the divestment of the Company’s portfolio can be achieved on an asset-by-asset basis, in the light of prevailing market conditions and circumstances, in order to maximise returns to shareholders. Moreover, in order to preserve the financial resources of the Company, the allocation of any additional capital investment into any of the Company’s projects will be substantially sourced from joint venture agreements with third party capital providers and project level debt and with the sole objective of enhancing the respective asset’s realisation potential and value.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
Throughout DCI, culture has significant impact on behaviors, risk management and ultimately performance. The Board is responsible for defining the desired culture, delegating the embedding of culture in operations in the Company and then overseeing and monitoring the result. The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Company’s operations. An open culture is encouraged within the Company, with regular communication with shareholders.
The Board believes that if an organization wants to create a culture of ethical conduct, they must be sure that its members have the tools that they need to do so. These include adequate and appropriate training, consultation, modeling, legal advice and supervision. These tools also include being able to bring internal and external experts into the organization in order to engage staff at all levels of training and problem solving as well.
The Company has made investments in projects that seek to make a contribution to the development of communities in which they are located. In planning its activities, the Board will give consideration to evaluating the social impact of proposed developments with a view to promoting where possible local employment and the delivery of other local benefits; and mitigating negative impacts to the extent possible.
The Company promotes and supports the rights and opportunities of all people to seek, obtain and hold employment without discrimination.
The Company is also committed to being honest and fair in all its dealings with partners, contractors and suppliers. Procedures are in place to ensure that any form of bribery or improper behavior is prevented from being conducted on the Company’s behalf by investee companies, contractors and suppliers. Robust systems are in place to safeguard the Company’s information entrusted to it by investee companies, contractors and suppliers, and these seek to ensure that it is never used improperly.
In order to comply with legislation or regulations aimed at the prevention of money laundering, the Company has adopted anti-money laundering and anti-bribery procedures.
Principle 3 : Seek to understand and meet shareholder needs and expectations
The Company has a diverse shareholder base, and it is committed to engaging and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s advisors or Managing Directors in the first instance or to the Company’s Chairman.
Contact details for the Company’s advisors are contained on the Company’s website http://www.dciadvisorsltd.com.
Additionally, shareholders can get in touch by sending an e-mail to the Company’s administrator, FIM Capital Limited (“FIM”) at [email protected].
The Board, together with the Managing Directors, are responsible for implementing the Realisation Strategy to sell all assets that was approved by the shareholders at the EGM on 23 December 2021.
Throughout the year, the Board has regular dialogue with institutional investors, providing them with such information on the Company’s progress as is permitted within the guidelines of the AIM Rules, Market Abuse Regulations and requirements of the relevant legislation. Twice a year, at the time of announcing the Group’s interim and full-year results, the Company schedules a round of investor calls with its shareholders to update them on developments and to receive feedback and suggestions from them.
Commencing in 2022, the Company has held an Annual General Meeting each year (“AGM”). This provides investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. The results of the AGM are subsequently announced via an RNS announcement and are published on the Company’s website.
In 2024, the Board consulted shareholders on the migration of the Company from the British Virgin Islands to Guernsey which took place in December 2024 and the introduction of a mechanism to return surplus capital to shareholders by means of compulsory redemptions of shares following the declaration by the Directors of the intention to distribute capital. Details of these changes can be found on its website at: http://www.dciadvisorsltd.com
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
Corporate social responsibility (“CSR”) is a cornerstone of the Company’s culture. The Board is responsible for the social and ethical frameworks at DCI and the Company is committed to transparency with its approach and business and welcomes interaction with all stakeholders and the local communities.
The Board is aware that engaging with its stakeholders strengthens relationships, assists the Board in making better business decisions and ultimately promotes the long-term success of the Company. The Group’s stakeholders include shareholders, members of staff of underlying companies and of Advisors and other service providers, suppliers, auditors, lenders, regulators, industry bodies and the communities surrounding the locations of its investments.
DCI is now an internally managed company. The Board as a whole is responsible for reviewing and monitoring the parties contracted to the Company, including their service terms and conditions. The Audit Committee supports Board decisions by considering and monitoring the risks facing the Company. The Board does not believe that climate risks pose an immediate challenge to the Company and its assets although it does monitor the possibility of water shortages in both Greece and Cyprus.
The Board is regularly updated on wider stakeholder views and issues concerning its projects, both formally at Board meetings and informally through ad hoc updates. Engagement in this manner enables the Board to receive feedback and better equips them to make decisions affecting the business. The goal is to deliver value for our stakeholders while in parallel to contribute in meaningful ways to the local economies, societies, and environments where DCI invests.
The Company’s Corporate Social Responsibility statement can be viewed on it’s website at: http://www.dciadvisorsltd.com.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
Ultimate responsibility for the process by which risk in the business is managed rests with the Board. The Managing Directors are required to enforce the risk management framework adopted by the Company and report its effectiveness to the Board. The respective risks and processes to implement risk management are reviewed bi-annually when the Interim and Annual accounts are prepared.
The principal risks and uncertainties facing the Group, as well as mitigating actions, are set out in this Report. These risks are reviewed by the Audit Committee, whose role is to provide oversight of the financial reporting process, the audit process, the system of internal controls, overall compliance with laws and regulations and review the budgetary process. The Audit Committee is currently chaired by Nick Paris and its other member is Nicolai Huls; as both individuals are Executive Directors, steps are being taken to change the composition of the Committee by Q1 2026. The current composition has remained in place until the approval of these financial statements to ensure continuity and accountability for the period under review. The Audit Committee also monitors the independence of the Group’s auditors. In 2025, the Company changed auditors from KPMG who had audited the Group since it launched in December 2005 to Grant Thornton Limited and the new auditors are auditing the Report and Accounts for the Group for the 18-months ended 30.6.25. They also approved a change of valuers to CBRE for these accounts.
The Company’s Directors comply with Rule 21 of the AIM Rules relating to directors’ and applicable employees’ dealings in the DCI’s securities. Accordingly, DCI has adopted an appropriate Share Dealing Code for Directors
The Company does not have an Investment Committee as, in accordance with its Realisation Strategy, it is not proceeding to make any investments into new projects. All divestments are approved by the Board.
Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chairperson
The Board has five members comprising of an independent non-executive Chairman Mr Sean Hurst, two Managing Directors Mr. Nick Paris and Mr. Nicolai Huls and Mr Martin Adams and Mr Nikiforos Charagkionis who were appointed as non-independent non-executive Directors. The QCA code recommends that independent non-executive Directors should comprise at least half of the Board and that as a minimum there should be two independent non-executive Directors but this is not currently possible as two major shareholders have put forward one person each to serve as non-executive Directors and these two people have been classified as non-independent by the remainder of the Board.
The Board does not believe that it is necessary to nominate a senior independent director as recommended by the QCA code as Sean Hurst, the Chairman of the Board is the only independent non-executive Director and he is already the main point of contact for shareholders. The Directors also believe that a small company like DCI with a five-person Board of Directors does not need a senior independent director.
Any Director who is appointed to his/her position by the Board will stand for re-election by shareholders at the next Annual General Meeting (“AGM”) following their appointment. In accordance with the terms of the Company’s Articles of Association, all Directors stand for re-election by shareholders at an AGM every 3 years. This differs from the recommendation in the QCA code where it states that all directors should stand for re-election at the AGM every year but the Board believes that given the specialist nature of the Company and its assets it needs to secure the tenure of each Director for longer than one year in order to protect the interests of shareholders.
In order to maintain stability, as the Company no longer has an investment manager, two of the non-executive Directors took on the day-to-day roles and responsibilities of managing the operations and assets and asset disposals of the Company which were previously done by the Investment Manager, therefore becoming Managing Directors on 20 March 2023. The Board continues to review its structure in order to provide what it considers to be an appropriate balance of experience and skills. Board meetings are held on a frequent basis, in person where possible, with additional online meetings held as required.
All Directors receive regular and timely information regarding the operational and financial performance of the Company. Relevant information is circulated to the Directors in advance of the Board meetings. All Directors have direct access to the advice and services of the Company’s advisors and are able to receive independent professional advice in the furtherance of their duties, if necessary, at DCI’s expense.
12 formal Board meetings (including Board calls) were held in the period during 2025. A summary of Board and Committee meetings attended in the 18-months to 30 June 2025 is set out below:
*Mr Gerasimos Efthimiatos was appointed a Director on 15 November 2024 and removed on 10 October 2025
Mr Martin Adams resigned as a Director on 10 February 2023 and was re-appointed on 14 October 2025.
Mr Milton Kambourides was removed as a Director on 18 March 2023
Mr Nikiforos Charagkionis was appointed as a Director on 11 October 2025.
The biographical details of all the Directors can be viewed on the Company website: http://www.dciadvisorsltd.com. Sean Hurst is an experienced investor in closed end funds who has served as a non-executive Director or Chairman of several closed end funds in realisation mode. Martin Adams has served as a non-executive Director or Chairman of a number of closed end funds in realisation mode. Nikiforos Charagkionis has significant experience of investing in and managing real estate in Greece and Cyprus. Nicolai Huls and Nick Paris have extensive experience of analysing and investing in closed end funds particularly those in realisation mode and Nick Paris has been a non-executive Director or Chairman of a number of such funds.
The Directors skills are kept up to date by attending seminars, conferences and specialized courses from advisers as well as personal reading into the subjects of real estate management and development and corporate finance. The Directors also receive ad hoc guidance on certain matters, for example, the AIM Rules for Companies from the Company’s Nominated Adviser as well as receiving updates on the regulatory environment from FIM, who provide specialist fund administration services to a variety of closed ended funds and collective investment schemes. The role and responsibilities of the Directors are set out in a Statement of Directors’ Responsibilities, and the Terms of Reference of the Audit Committee are summarised in Principle 7 below.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the Directors have the necessary up-to-date experience, skills and capabilities
A description of each board member and their experience is available on the website at http://www.dciadvisorsltd.com, and the role of the Company’s committees are also available on the Company website at: http://www.dciadvisorsltd.com
Responsibilities of the Board
The Board is responsible for the implementation of the investment policy of the Company and for its overall supervision. The Board is also responsible for the Company’s day-to-day operations. In order to fulfil these obligations, the Board has delegated certain operational responsibilities to the Managing Directors, to FIM and to other service providers.
The Chairman is responsible for leading an effective Board, focusing the Directors’ discussions on the key levers for value creation and risk management as well as the effective running of the Company, fostering a good corporate governance culture, maintaining open communications with the shareholders and ensuring appropriate strategic focus and direction.
In addition to this, the Chairman is responsible for ensuring that all Directors are fully informed and qualified to take the required decisions.
For this purpose, the non-executive Directors spend time with the Managing Directors between Board meetings, covering certain aspects of the business where they have special expertise. Nicolai Huls has operational and divestment responsibility for the Company’s assets in Greece and Nick Paris has operational and divestment responsibility for the Company’s assets in Cyprus and Croatia.
The Board receives formal investment reports from the Managing Directors at regular Board meetings and receives updates and compliance reports from FIM. The Board maintains regular contact with all its service providers and is kept fully informed of investment and financial controls and any other matters that should be brought to the attention of the Directors. The Directors also have access where necessary to independent professional advice at the expense of the Company.
In addition to these, the Directors review and approve the following matters:
* Adherence to Corporate Governance and best practice procedures
The Board has established the following Committees:
Audit Committee: The Audit Committee is chaired by Nick Paris and its other member is Nicolai Huls and it aims to meet at least twice a year.
The Audit Committee provides oversight and review of the financial reporting process, the audit process, the system of internal controls, the accounting policies, principles and practices underlying them, liaising with the external auditors and reviewing the effectiveness of internal controls, and overall compliance with laws and regulations and reviewing the budgetary process.
Nomination & Corporate Governance Committee: The Corporate Governance Committee is chaired by Nicolai Huls. Nick Paris and Sean Hurst are members.
The role of the Nomination & Corporate Governance Committee is to evaluate the Company’s corporate governance policies and principles and recommend changes to the Board as necessary, and identify, evaluate and recommend to the Board qualified nominees for Board election.
The Directors have access to the advice and services of FIM, the Nominated Adviser, legal counsel, and other experts where it is deemed appropriate. They can also seek independent external professional advice and any relevant training, as necessary.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Board meetings are held on a frequent basis at key geographical locations and, where significant matters such as financing are to be considered, meetings are convened in Guernsey, where the Company is domiciled and regulated. To date, no independent Board evaluation process has been conducted by the Company as the Chairman believes that the Board performs effectively with the focus being on divesting all of the Company’s assets rather than growing them. Key strategic issues and risks are discussed in an open and forthright manner, with decisions being made based on the factual data available. The Company has ensured compliance with Guernsey economic substance requirements by relocating company secretarial work to Orbitus, appointing Carey Olsen Guernsey as its main legal adviser, and engaging Grant Thornton Guernsey as its Group auditor.
The Board’s periodic self-evaluations of performance will be based on externally determined guidelines appropriate to the composition of the Board and the Company’s operation, including Board committees. The scope of the self-evaluation exercise will be re-assessed in each instance to ensure appropriate depth and coverage of the Board’s activities consistent with corporate best practice.
The effectiveness questionnaire underlying the Board evaluation process assesses the composition, processes, behaviours and activities of the Board through a range of criteria, including the size and independence, mix of skills (for example corporate governance, financial, real estate industry and regulatory) and experience, and general corporate governance considerations in line with the QCA code.
All Board appointments are made after consultation with advisers and, when appropriate, with major shareholders. Detailed due diligence is carried out on all new potential Board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement internal evaluation processes.
The independent Director, Sean Hurst has remained independent throughout his term of office. Nicolai Huls and Nick Paris were independent but became executive directors and therefore non-independent on 20 March 2023 and Martin Adams and Nikiforos Charagkionis who have been nominated by major shareholders are considered to be non-independent.
When the Board undertakes a periodic evaluation process, the relevant materials and guidance in respect of this process, following current best practice at the time of the evaluation, will be retained by FIM.
The Board does not believe that succession planning is needed for the Directors as the Company’s focus is to sell all of its assets and return surplus capital to shareholders. This process has been underway for some time and significant asset sales were made during 2025 and the expectation is that more asset sales will occur in 2026 and that the Company will then reduce significantly in size as surplus capital is paid back to shareholders and that it will ultimately be wound up. As the realisation process progresses, the Board intends to continue to cut operating costs and this will include reducing the number of Directors and not replacing them via a succession plan.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture Application
The Company has a remuneration policy which aims to pay its directors fairly and appropriately for their expertise and time spent working on Company business and which aims to incentivize them to deliver on the Company’s realisation policy and return surplus capital to shareholders.
The Executive Directors work full time on the Company’s business, and they are paid a salary of €250,000 pa each received monthly in arrears. There is a notice period of six months for the termination of their service contracts which is designed to ensure that the Company has adequate time to replace them if their appointments are to be terminated. Discussions have been held between certain Directors and shareholders to seek to establish a performance fee arrangement to incentivize the Executive Directors and their team to complete the realisation of all of the Company’s assets and the return of surplus capital to shareholders but proposals to establish an Executive Share Option Plan were not approved at the Extraordinary General Meeting that was held on 19 December 2024. In the absence of a performance fee arrangement the Directors are intending to accrue a fee of 2% of the value of fully completed asset sales and other cash inflows which is not subject to shareholders’ approval, but this will be replaced if an incentive plan is approved by the shareholders and the intended beneficiaries of the plan. The Company will consult with shareholders on any incentive plan, and it is expected that such a plan will be put to a shareholder vote although this will be confirmed at the appropriate time. Each of the managing directors is entitled to a termination payment of 0.8% of the gross proceeds of any asset sales contracted during their term of office and the Chairman is entitled to a similar payment of 0.25%.
The non-executive Directors including the Chairman work part time on the Company’s business and the Chairman receives a fee of €75,000 pa and the non-executive Directors receive fees of €60,000 pa each paid quarterly in arrears. They are also entitled to claim a per diem allowance of €1,000 per day when travelling on Company business. There is a three-month termination notice period for the Chairman which is designed to ensure that the Company has adequate time to replace him if his appointment is to be terminated as he serves as a director of most of the Company’s subsidiary companies in Cyprus. There is no notice period for the termination of the appointment of the non-executive Directors. No Directors earn any remuneration from the Company’s subsidiary companies.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Board is committed to maintaining an open dialogue with shareholders. Direct communication with shareholders is coordinated by the Chairman in consultation with the Company’s advisers, as appropriate.
Throughout the year, the Board maintains a regular dialogue with institutional investors, providing them with such information on the Company’s progress as is permitted within the guidelines of the AIM Rules, MAR and requirements of the relevant legislation.
The Company communicates with shareholders through the yearly Annual Report and Financial Statements, Interim Report, the Annual General Meeting, and other AIM announcements. Investors are also able to contact the Directors and Company’s advisors directly at any time. During the year, the Directors had active discussions with certain shareholders over asset sale plans, corporate governance matters, executive remuneration proposals and working capital finance via loans from shareholders.
The Board believes that the Annual Report and the Interim Report play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. All reports and press releases are published on the Company’s website (www.dciadvisorsltd.com).
During the year the Audit Committee approved a change of auditors and of valuers in order to give a fresh perspective on these matters. Grant Thornton Guernsey was engaged as auditors of the DCI Group accounts and Grant Thornton, Croatia, Grant Thornton Cyprus and Grant Thornton Greece were engaged to audit the Group’s subsidiaries accounts in their respective jurisdictions. In addition, CBRE who operate under the name of Axies S.A. in Greece was engaged to value the Group’s land holdings in Cyprus and Greece for the audited accounts as at 30 June 2025. Avison Young has valued the Group’s land holding in Croatia since 31 December 2023.
If a significant proportion of independent votes were to be cast against a resolution at any general meeting, the Board’s policy would be to engage with the shareholders concerned in order to understand the reasons behind the voting results. Following this process, the Board would make an appropriate public statement regarding any different action it has taken, or will take, as a result of the vote.
Details of the Directors’ remuneration can be found in the Company’s Financial Statements which can be found on the Company website at http://www.dciadvisorsltd.com.
We have audited the consolidated financial statements of DCI Advisors Ltd (the “Company”) and its subsidiaries (together, “the Group” or “DCI”) which comprise, the consolidated statement of financial position, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements:
· give a true and fair view of the consolidated financial position of the Group as at 30 June 2025, and of its consolidated financial performance and its consolidated cashflows for the period then ended;
· are in accordance with IFRS Accounting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB); and
We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the consolidated financial statements’ section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Guernsey, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter – rights and ownership of Lavendar Bay Resort
We draw attention to note 15 of the consolidated financial statements, which describes investment property. Part of the investment property includes land acquired by Golfing Developments S.A. (“Golfing”), a subsidiary company and owner of the Lavender Bay Resort, from third parties and also right-of-use assets on land leased by third parties. As disclosed in the note, there is a dispute over the land rights. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Audited consolidated financial statements but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the consolidated financial statements
Consistent with the Board’s oversight role described in Principle 7 of the Corporate Governance section of the Annual Report, the Directors are also responsible for preparing consolidated financial statements that give a true and fair view in accordance with IFRSs as issued by the IASB and applicable law. This responsibility includes selecting suitable accounting policies and applying them consistently, making judgments and estimates that are reasonable and prudent, and maintaining such internal controls as the Directors consider necessary to enable the preparation of financial statements free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
· Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
· Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Michael Carpenter.
This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed
We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
· proper accounting records have not been kept by the Company; or
· the Group’s consolidated financial statements are not in agreement with the accounting records; or
· we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The notes are an integral part of these consolidated financial statements.
The consolidated financial statements were authorised for issue by the Board of Directors on 31 December 2025.
The notes are an integral part of these consolidated financial statements.
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