2026 Interim Results

Summary by AI BETAClose X

Secure Property Development & Investment PLC (SPDI) reported a net loss of €204,903 for the six months ended 30 June 2026, a significant improvement from the €336,469 loss in the prior year period, reflecting the company's transition to an asset-free entity. During this period, SPDI continued to settle outstanding receivables and payables, and initiated the distribution of Arcona Property Fund NV shares to its shareholders, a process that experienced delays but commenced in Q3 2026. The company is exploring a new strategic phase, considering a shift from real estate investment to other markets, with ongoing discussions for a potential transaction with AdvEn Inc., a Canadian energy storage company, though SPDI intends to monetize its corporate shell within 2026 regardless of this outcome. Administration expenses decreased by 56% to €0.2 million, while net operating income was zero for the period, compared to €0.42 million in H1 2025.

Disclaimer*

Secure Property Dev & Inv PLC
30 September 2026
 

30 September 2026

 

Secure Property Development & Investment PLC (‘SPDI’)

 

2026 Interim Results

 

Secure Property Development & Investment PLC is pleased to announce its unaudited interim results for the period ended 30 June 2026.

 

Copies of the Interim Report and Accounts are available on the Company’s website at www.secure-property.eu.

 

  1.        Management Report
    1.                Corporate Overview & Financial Performance

 

As part of Company’s strategy that followed shareholders guidance to contribute its assets to geographically complementary Arcona Property Fund NV (“Arcona”), resulting in SPDI becoming an asset free entity, during 2025 the management reached that goal by completing the sales of remaining property assets including the land plots in Ukraine and the logistics platform in Romania.

 

During H1 2026, the management continued efforts to clean its balance sheet through settling the remaining receivables and payables, including the distribution of Arcona Property Fund NV (“Arcona”) shares to its shareholders, as well as to evaluate and propose a new phase in the Company’s strategy.

 

Following the approval by all required authorities in June 2025 which effectively set the Arcona shares available for distribution, the Company had expected to be able to complete the distribution of its Arcona shares to its entitled shareholders in Q1 2026. However, discussions with the relevant custodian since Q4 2025 failed to identify a way to effect such distribution, due to the regulatory obligations of the custodian in relation to its “Know Your Client” requirements, applicable to all final recipients of the shares, namely all the eligible shareholders of SPDI. In turn, the Company explored other alternatives and finally engaged with a new custodian who received the portfolio of Arcona shares in Q3 2026 and has commenced the distribution process.      

 

In relation to the next steps in the Company’s strategy, after taking into account the current state of the South Eastern European property market and the geopolitical conditions in the region, including the war in Ukraine, the SPDI board of directors considers that a potential review of the Company’s strategy as a holding entity investing in real estate  towards either a different geography in the real estate market or even a different market altogether, may be more beneficial to its shareholders, especially since they will continue being invested in Central and Eastern European properties through their ownership of the APF shares that the Company is currently distributing to them.

 

SPDI has been having discussions about different options, having selected as the preferred on a transaction with AdvEn Inc. (“AdvEn”), a disruptive Canadian growth company utilizing its patented technology in the fast-growing energy storage market. In fact, the Company has advanced two secured loans of €250 thousand each to AdvEn within 2025, in order to assist with managing various cash flow obligations as part of further rolling out its business model. The discussions with management, board and investors of AdvEn progressed within H1 2026, but have been substantially stalled during Q3 2026, due to AdvEn’s certain corporate actions in Canada. Subject to such discussions picking up pace again or not, SPDI’s board of directors intends to proceed with monetizing the corporate shell of SPDI with or without AdvEn, but in any case, within 2026.

 

As a result of the sale of all the assets in Company’s portfolio, during the period no net operating income was realized compared to €0,42m during H1 2025.

 

The administration expenses, adjusted by the one-off costs associated with non-recurring tasks, decreased by 56% to €0,2m from €0,46m, as a result of the disposal of the portfolio of assets and the new Company status. At the same time, lack of revenues decreased recurring EBITDA to -€0,2m from -€0,04m in the comparative period. Net finance result increased to €0,057m at the end of the period, from -€0,15m in H1 2025, due to the fact that there is no property debt anymore associated with the Group. The operating losses after finance and taxes stood at €0,15m as compared to losses of €0,02m in the comparative period.

 


Table 1

 

EUR

H1 2026

H1 2025

 

 Continued Operations

 Discontinued Operations

 Total

 Continued Operations

 Discontinued Operations

 Total

 Rental, Utilities, Asset Management fees

 -

 -

                            -

             712,439

              79,852

             792,291

 Income from Operations 

                            -

                            -

                            -

             712,439

               79,852

             792,291

 Asset operating expenses

 -

 -

                            -

                      -

           (366,181)

          (366,181)

 Net Operating Income 

                            -

                            -

                            -

             712,439

          (286,329)

             426,110

 Share of profits from associates 

 -

 -

                            -

                      -

                      -

                            -

 Net Operating Income from Investments

                            -

                            -

                            -

             712,439

          (286,329)

             426,110

 

 

 

 

 

 

 

 Administration expenses

           (200,223)

               (5,126)

          (205,349)

           (452,096)

             (13,425)

          (465,521)

 

 

 

 

 

 

 

 Operating Result (EBITDA)

          (200,223)

               (5,126)

          (205,349)

             260,343

          (299,754)

             (39,411)

 

 

 

 

 

 

 

 Finance Income/(Cost), net

              56,799

                 (152)

               56,647

             (17,317)

           (131,936)

          (149,253)

 Income tax expense

 -

 -

                            -

               (3,896)

               (4,424)

               (8,320)

 

 

 

 

 

 

 

 Operating Result after Finance and Tax Expenses

          (143,424)

               (5,278)

          (148,702)

             239,130

          (436,114)

          (196,984)

 

 

 

 

 

 

 

 Other income / (expenses), net

             (19,688)

                1,026

             (18,662)

             125,528

              50,399

             175,927

 One-off costs associated with Arcona transaction

 -

 -

                            -

             (15,369)

                      -

             (15,369)

 Fair value adjustments from Investment Properties

 -

 -

                            -

 

             138,244

             138,244

 Management incentives

 -

 -

                            -

           (327,000)

                      -

          (327,000)

 Fair value (loss)/ gain on financial investments

             (41,962)

 -

             (41,962)

              41,855

                      -

               41,855

 Foreign exchange differences, net

                4,395

                    28

                  4,423

             (41,022)

           (112,120)

          (153,142)

 

 

 

 

 

 

 

 Result for the year

          (200,679)

               (4,224)

          (204,903)

               23,122

          (359,591)

          (336,469)

 

 

 

 

 

 

 

 Exchange difference on translation due to presentation currency

 -

               (3,746)

               (3,746)

                      -

           (147,314)

          (147,314)

 

 

 

 

 

 

 

 Total Comprehensive Income for the year

          (200,679)

               (7,970)

          (208,649)

               23,122

          (506,905)

          (483,783)


 

  1.        Regional Economic Developments[1]

Following a slowdown in 2025 to 0,7%, real GDP in Romania in 2026 is expected to be marginal before rebounding in 2027. Persistent high inflation, as well as fiscal consolidation efforts, have significantly reduced domestic consumption, affecting negatively GDP growth. GDP growth in 2026 is expected to be contracted to 0,1%.

 

Inflation remains at high levels driven by increasing energy prices. Current expectations set inflation rate at 7,0% in 2026, slightly increased from 6,8%, being among the highest in the EU. Any de-escalation of inflation rate is related to the conflict in the Middle East and any potential reduction of energy prices in the future, as well as the effectiveness of relevant Government measures. Unemployment is expected to pick up to 6,3% in 2026 from 6,1% in 2025, due to tighter labour market corrections.

 

The general government deficit has a downward trend reflecting the implementation of fiscal consolidation measures, including nominal freezes in wages and pensions, as well as increases in taxes. The deficit is projected to decline to 6,2% of GDP in 2026 from 7,9% in 2025.              

 

The Ukrainian economy is expected to show stable growth rate at 1,8% in 2026 as compared to 2025, on the back of significant damage to the energy infrastructure from the continued conflict, as well as the increased energy prices brought by the war in the Middle East.

 

Inflation is expected to remain at high levels, around 8% in 2026, mainly due to increases in electricity prices brought by the underlying conflicts, and the weakening of the local currency. The budget deficit is expected to widen in 2026, with the increased defence costs to be financed by domestic borrowing and higher revenues. Finally, a slight recovery in employment is expected, mainly due to potential growth in domestic services.             

 

  1.        Legacy Property Assets Sold in 2025

 

  1.                Innovations Logistics Park, Romania

 

The park is a multipurpose warehouse located in the area of Clinceni, south west of Bucharest center, originally acquired in 2014. Its construction was completed in 2008 and was tenant specific. It comprises four separate warehouses, two of which offer cold storage. The property was sold by the Company during H2 2025.

 

  1.                Land Assets

 

  • Rozny Lane – Kiev Oblast, Kiev, Ukraine

The 42 Ha land plot located in Kiev Oblast is destined to be developed as a residential complex. The asset was part of Stage 2 of the Arcona transaction and relevant SPA for its disposal was signed in June 2021 while closing had been postponed due to the invasion of Russia in Ukraine, and finally Arcona refused to proceed. As a result the Company sold it during H2 2025 to a third party.

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2026

 

Note

30 June 2026

30 June 2025

Continued Operations

 

€

€

 

 

 

 

Income

10

-

712.439

Net Operating Income

 

-

712.439

 

 

 

 

Administration expenses

12

(200.223)

(794.465)

Other operating income/(expenses), net

14

(19.688)

125.528

Fair value gains/(losses) on financial assets at FV through P&L

21

(41.962)

41.855

Operating profit/(Loss)

 

(261.873)

85.357

 

 

 

 

Finance income

15

78.152

17.780

Finance costs

15

      (21.353)

      (35.097)

 

 

 

 

Profit/ (Loss) before tax and foreign exchange differences

 

(205.074)

68.040

 

 

 

 

Foreign exchange gains/ (losses), net

16

4.395

(41.022)

 

 

 

 

Profit/ (Loss) before tax

 

(200.679)

27.018

 

 

 

 

Income tax expense

17

-

(3.896)

 

 

 

 

Profit/ (Loss) for the period from continuing operations

 

(200.679)

23.122

 

 

 

 

Profit/(Loss) from discontinued operations

9b

(4.224)

(359.591)

 

 

 

 

Profit/(Loss) for the period

 

(204.903)

(336.469)

 

 

 

 

Other comprehensive income

 

 

 

 

Exchange difference on translation of foreign operations

 

24

(3.746)

(147.314)

 

 

 

 

Total comprehensive income for the period

 

(208.649)

(483.783)

 

 

 

 

Profit/ (Loss) for the period from continued operations attributable to:

 

 

 

Owners of the parent

 

(200.679)

23.122

Non-controlling interests

 

-

-

 

 

(200.679)

23.122

 

 

 

 

Profit/(Loss) for the period from discontinued operations attributable to:

 

 

 

Owners of the parent

 

(3.814)

(354.979)

Non-controlling interests

 

(410)

(4.612)

 

 

(4.224)

(359.591)

Profit/(Loss) for the period attributable to:

 

 

 

Owners of the parent

 

(204.493)

(331.857)

Non-controlling interests

 

(410)

(4.612)

 

 

(204.903)

(336.469)

Total comprehensive income attributable to:

 

 

 

Owners of the parent

 

(208.069)

(484.212)

Non-controlling interests

 

(580)

429

 

 

(208.649)

(483.783)

 

 

 

 

Earnings/(losses) per share (Euro per share):

 

30 b,c

 

 

Basic earnings/(losses) for the period attributable to ordinary equity owners of the parent

 

 

 

                0,002

 

              0,000

 

Diluted earnings/(losses) for the period attributable to ordinary equity owners of the parent

 

Basic earnings/(losses) for the period from discontinued operations attributable to ordinary equity owners of the parent

 

Diluted earnings/(losses) for the period from discontinued operations

attributable to ordinary equity owners of the parent

 

 

 

                0,002  

 

 

(0,000)

 

 

(0,000)

 

 

               0,000  

 

 

(0,002)

 

 

(0,002)

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the six months ended 30 June 2026

 

Note

30 June 2026

31 December 2025

 

 

€

€

ASSETS

 

 

 

Non‑current assets

 

 

 

Financial Assets at FV through P&L

21

12.636.744

12.678.706

  

 

12.636.744

12.678.706

Current assets

 

 

 

Prepayments and other current assets

20

1.242.175

1.909.139

Cash and cash equivalents

22

258.531

8.341

 

 

1.500.706

1.917.480

 

Assets classified as held for sale

 

9d

 

19.955

 

24.811

 

 

 

 

Total assets

 

14.157.405

14.620.997

 

EQUITY AND LIABILITIES

 

 

 

Issued share capital

23

1.291.281

1.291.281

Share premium

 

59.551.817

59.551.817

Foreign currency translation reserve

24

7.468.044

7.471.620

Accumulated losses

 

(67.675.297)

(67.470.804)

Equity attributable to equity holders of the parent

 

635.845

843.914

 

Non-controlling interests

 

25

 

1.996

 

2.576

 

 

 

 

Total equity

 

637.841

846.490

 

 

 

 

Current liabilities

 

 

 

Borrowings

26

652.131

658.176

Trade and other payables

27

288.119

535.739

Payable due to shareholders

29

12.555.448

12.555.448

Tax payable and provisions

28

23.866

18.245

 

 

13.519.564

13.767.608

Liabilities directly associated with assets classified as held for sale

9d

-

6.899

 

 

13.519.561

13.774.507

Total liabilities

 

13.519.561

13.774.507

 

 

 

 

Total equity and liabilities

 

14.157.405

14.620.997

 


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2026

 

Attributable to owners of the Company

 

 

 

Share capital

Share premium,

Net1

Accumulated losses, net of non-controlling interest2

Exchange difference on I/C loans to foreign holdings3

Foreign currency translation reserve4

Total

Non- controlling interest

Total

 

€

€

€

€

€

€

€

€

Balance 1 January 2025

1.291.281

60.401.817

(62.816.718)

(211.199)

7.614.448

6.279.629

9.029

6.288.658

Loss for the period

-

-

(335.880)

-

-

(335.880)

(589)

(336.469)

Share premium reduction

-

(850.000)

-

-

-

(850.000)

-

(850.000)

Disposal of 50% of subsidiary

-

-

(442.997)

-

-

(442.997)

1.942.997

1.500.000

Foreign currency translation reserve

-

-

 

-

(147.740)

(147.740)

426

(147.314)

Balance 30 June 2025

1.291.281

59.551.817

(63.595.595)

(211.199)

7.466.708

4.503.012

1.951.863

6.454.875

Profit for the period

-

-

(3.664.010)

-

-

(3.664.010)

(1.945.276)

(5.609.286)

Foreign currency translation reserve

-

-

-

-

4.912

4.912

(4.011)

901

Share premium reduction

-

-

(211.199)

211.199

-

-

-

-

Balance 31 December 2025

1.291.281

59.551.817

(67.470.804)

-

7.471.620

843.914

2.576

846.490

Loss for the period

-

-

(204.493)

-

-

(204.493)

(410)

(204.903)

Foreign currency translation reserve

-

-

 

-

(3.576)

(3.576)

(170)

(3.746)

Balance 30 June 2026

1.291.281

59.551.817

(67.675.297)

-

7.468.044

635.845

1.996

637.841

 

1 Share premium is not available for distribution.

2 Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.

3Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during previous years. The Group treats the mentioned loans as a part of the net investment in foreign operations

4 Exchange differences related to the translation from the functional currency of the Group’s subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents unrealised profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Group’s subsidiaries own property assets.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2026

 

Note

30 June 2026

30 June 2025

 

 

€

€

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Loss before tax and non-controlling interests-continued operations

 

(200.679)

27.018

Profit/(Loss )before tax and non-controlling interests-discontinued operations

9b

(4.224)

(355.167)

Profi/(Loss) before tax and non-controlling interests

 

(204.903)

(328.149)

Adjustments for:

 

 

 

(Gains)/losses on revaluation of investment property

13

-

(138.244)

Depreciation/ Amortization charge

12

-

13

Other income

14

-

(119.610)

Accounts payable written off

14

(1.026)

(80.151)

Bad debts write off

14

19.663

18.077

Finance income

15

(78.152)

(17.801)

Interest expense

15

18.954

158.828

Fair value change on financial investment

21

41.962

(41.855)

Effect of foreign exchange differences

16

(4.423)

153.142

Cash flows from/(used in) operations before working capital changes

 

(207.925)

(395.750)

 

 

 

 

Change in prepayments and other current assets

20

443.532

1.884.320

Change in trade and other payables and borrowings

27

(254.381)

447.962

Change in VAT and other taxes receivable

20

(8.211)

6.114

Change in other taxes payables

28

(234)

59.445

 

 

 

 

Cash generated from operations

 

(27.219)

2.002.091

Income tax paid

 

-

(45.206)

 

 

 

 

Net cash flows provided/(used) in operating activities

 

(27.219)

1.956.885

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Repayment of principle  and interest  of loans receivable

20

300.000

-

Acquisition of other investment

 

-

(2.500.000)

(Increase)/Decrease in long term receivable

 

-

818

Net cash flows from / (used in) investing activities

 

300.000

(2.499.182)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Repayment of bank and non bank loans

 

(5.000)

-

Interest and financial charges paid

 

(22.551)

(139.559)

Repayment of financial lease principal

 

-

(139.645)

Net cash flows from / (used in) financing activities

 

(27.551)

(279.204)

 

 

 

 

Net increase/(decrease) in cash at banks

 

245.230

(821.501)

 

Cash:

 

 

 

At beginning of the period

 

26.730

1.166.703

 

 

 

 

At end of the period

22

271.960

345.202

 

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended 30 June 2026

 

1. General Information

 

Country of incorporation

 

SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the ''Company'') was incorporated in Cyprus on 23 June 2005 and is a public limited liability company, listed on the London Stock Exchange (AIM): ISIN CY0102102213. Its registered office is at Kyriakou Matsi 16, Eagle House, 10th floor, Agioi Omologites, 1082 Nicosia, Cyprus, while its principal place of business is in Cyprus at 6 Nikiforou Foka Street, 1060 Nicosia, Cyprus.

 

Principal activities

 

Historically, the Group invested directly or indirectly in and/or managed real estate properties, as well as real estate development projects in South East Europe (the "Region"), including the acquisition, development, commercializing, operating and selling of property assets in the Region. During 2025 the Group completed the disposal of its remaining operating property assets, currently evaluating opportunities for the future strategic direction of the Company.

 

The Group maintains offices in Nicosia, Cyprus, and Kiev, Ukraine.

 

As at the reporting date, the companies of the Group employed and/or used the services of 2 full-time equivalent people, (2025: 2 full-time equivalent people).

 

2. Basis of preparation

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements have been prepared under the historical cost as modified by the revaluation of investment property and investment property under construction, of financial assets at fair value through other comprehensive income and of financial assets at fair value through profit and loss.

 

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

 

Following certain conditional agreement signed in December 2018 with Arcona Property Fund N.V for the sale of Company’s non-Greek portfolio of assets, the Company classifies its assets since 2018 as discontinued operations (Note 4.3).

 

3. Adoption of new and revised Standards and Interpretations

 

During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2026. This adoption did not have a material effect on the accounting policies of the Company.

 

4. Significant accounting policies

 

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented in these consolidated financial statements unless otherwise stated.

 

Local statutory accounting principles and procedures differ from those generally accepted under IFRS. Accordingly, the consolidated financial information, which has been prepared from the local statutory accounting records for the entities of the Group domiciled in Cyprus, Romania, and Ukraine, reflects adjustments necessary for such consolidated financial information to be presented in accordance with IFRS.

 

4.1 Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries).

 

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

 

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.

 

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

 

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39, either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and its subsequent settlement is accounted for within equity.

 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

 

Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3.

 

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

 

Changes in ownership interests in subsidiaries without change of control and Disposal of Subsidiaries

 

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity.

 

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

 

4.2 Functional and presentation currency

 

Items included in the Group's financial statements are measured applying the currency of the primary economic environment in which the entities operate (''the functional currency''). The national currency of Ukraine, the Ukrainian Hryvnia, is the functional currency for all the Group’s entities located in Ukraine, the Romanian leu is the functional currency for all Group’s entities located in Romania, and the Euro is the functional currency for all the Cypriot subsidiaries.

 

The consolidated financial statements are presented in Euro, which is the Group’s presentation currency.

 

As Management records the consolidated financial information of the entities domiciled in Cyprus, Romania, Ukraine in their functional currencies, in translating financial information of the entities domiciled in these countries into Euro for inclusion in the consolidated financial statements, the Group follows a translation policy in accordance with IAS 21, “The Effects of Changes in Foreign Exchange Rates”, and the following procedures are performed:

 

  • All assets and liabilities are translated at closing rate;
  • Equity of the Group has been translated using the historical rates;
  • Income and expense items are translated using exchange rates at the dates of the transactions, or where this is not practicable the average rate has been used;             
  • All resulting exchange differences are recognised as a separate component of equity;
  • When a foreign operation is disposed of through sale, liquidation, repayment of share capital or abandonment of all, or part of that entity, the exchange differences deferred in equity are reclassified to the consolidated statement of comprehensive income as part of the gain or loss on sale;
  • Monetary items receivable from foreign operations for which settlement is neither planned nor likely to occur in the foreseeable future and in substance are part of the Group’s net investment in those foreign operations are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the foreign operation.

 

The relevant exchange rates of the European and local central banks used in translating the financial information of the entities from the functional currencies into Euro are as follows:

 

 

Average for the period

Closing as at

Currency

1 Jan 2026 - 30 June 2026

1 Jan 2025 - 31 Dec 2025

1 Jan 2025 - 30 June 2025

30 June 2026

31 December 2025

30 June 2025

USD

1,1666

1,1300

1,0927

1,1394

1,1750

1,1720

UAH

51,02837

47,0634

45,4553

51,1669

49,8565

48,7823

RON

5,1423

5,0415

5,0034

5,2438

5,0985

5,0777

 

4.3 Discontinued operations

 

A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

 

  • represents a separate major line of business or geographic area of operations;
  • is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or
  • is a subsidiary acquired exclusively with a view to resale.

 

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.

 

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation had been discontinued from the start of the comparative year.

 

4.4 Investment Property at fair value

 

Investment property, comprising freehold and leasehold land, investment properties held for future development, warehouse and office properties, as well as the residential property units, is held for long term rental yields and/or for capital appreciation and is not occupied by the Group. Investment property and investment property under construction are carried at fair value, representing open market value as determined annually by external valuers and reviewed by Management who finally decides on reported values. Changes in fair values are recorded in the statement of comprehensive income and are included in other operating income.

 

A number of the land leases (all in Ukraine) are held for relatively short terms and place an obligation upon the lessee to complete development by a prescribed date. It is important to note that the rights to complete a development may be lost or at least delayed if the lessee fails to complete a permitted development within the timescale set out by the ground lease.

 

In addition, in the event that a development has not commenced upon the expiry of a lease then the City Authorities are entitled to decline the granting of a new lease on the basis that the land is not used in accordance with the designation. Furthermore, where all necessary permissions and consents for the development are not in place, this may provide the City Authorities with grounds for rescinding or non-renewal of the ground lease. However Management believes that the possibility of such action is remote and was made only under limited circumstances in the past.

 

Management believes that rescinding or non-renewal of the ground lease is remote if a project is on the final stage of development or on the operating cycle. In undertaking the valuations reported herein, the valuer of Ukrainian properties CBRE has made the assumption that no such circumstances will arise to permit the City Authorities to rescind the land lease or not to grant a renewal.

 

Land held under operating lease is classified and accounted for as investment property when the rest of the definition is met.

 

Investment property under development or construction initially is measured at cost, including related transaction costs.

 

The property is classified in accordance with the intention of the management for its future use. Intention to use is determined by the Board of Directors after reviewing market conditions, profitability of the projects, ability to finance the project and obtaining required construction permits.

 

The time point, when the intention of the management is finalized is the date of start of construction. At the moment of start of construction, freehold land, leasehold land and investment properties held for a future redevelopment are reclassified into investment property under development or inventory in accordance to the final decision of management.

 

Initial measurement and recognition

Investment property is measured initially at cost, including related transaction costs. Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the consolidated statement of comprehensive income in the period of retirement or disposal.

 

Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation, or the commencement of an operating lease to third party. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.

 

If an investment property becomes owner occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for accounting purposes. Property that is being constructed or developed for future use as investment property is classified as investment property under construction until construction or development is complete. At that time, it is reclassified and subsequently accounted for as investment property.

 

Subsequent measurement

Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair value of investment property are included in the statement of comprehensive income in the period in which they arise.

 

If a valuation obtained for an investment property held under a lease is net of all payments expected to be made, any related liabilities/assets recognised separately in the statement of financial position are added back/reduced to arrive at the carrying value of the investment property for accounting purposes.

 

Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the statement of comprehensive income during the financial period in which they are incurred.

 

Basis of valuation

The fair values reflect market conditions at the financial position date. These valuations are prepared once a year by chartered surveyors (hereafter “appraisers”). The Group appointed valuers in 2014, when last appraisals took place:

  • CBRE Ukraine, for all its Ukrainian properties,
  • NAI Real Act for all its Romanian properties.

 

For H1 2026 the Company did not conduct any valuation exercise since no asset remained in its portfolio.

 

The valuations used to be carried out by the appraisers on the basis of Market Value in accordance with the appropriate sections of the current Practice Statements contained within the Royal Institution of Chartered Surveyors (“RICS”) Valuation – Global Standards (2018) (the “Red Book”) and is also compliant with the International Valuation Standards (IVS).

 

“Market Value” is defined as: “The estimated amount for which a property should be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

 

In expressing opinions on Market Value, in certain cases the appraisers have estimated net annual rentals/income from the sale. These are assessed on the assumption that they are the best rent/sale prices at which a new letting/sale of an interest in property would have been completed at the date of valuation assuming: a willing landlord/buyer; that prior to the date of valuation there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of the price and terms and for the completion of the letting/sale; that the state of the market, levels of value and other circumstances were, on any earlier assumed date of entering into an agreement for lease/sale, the same as on the valuation date; that no account is taken of any additional bid by a prospective tenant/buyer with a special interest; that the principal deal conditions assumed to apply are the same as in the market at the time of valuation; that both parties to the transaction had acted knowledgeably, prudently and without compulsion.

 

A number of properties are held by way of ground leasehold interests granted by the City Authorities. The ground rental payments of such interests may be reviewed on an annual basis, in either an upwards or downwards direction, by reference to an established formula. Within the terms of the lease, there is a right to extend the term of the lease upon expiry in line with the existing terms and conditions thereof. In arriving at opinions of Market Value, the appraisers assumed that the respective ground leases are capable of extension in accordance with the terms of each lease. In addition, given that such interests are not assignable, it was assumed that each leasehold interest is held by way of a special purpose vehicle (“SPV”), and that the shares in the respective SPVs are transferable.

 

With regard to each of the properties considered, in those instances where project documentation has been agreed with the respective local authorities, opinions of the appraisers of value have been based on such agreements.

 

In those instances where the properties are held in part ownership, the valuations assume that these interests are saleable in the open market without any restriction from the co-owner and that there are no encumbrances within the share agreements which would impact the sale ability of the properties concerned.

 

The valuation is exclusive of VAT and no allowances have been made for any expenses of realisation or for taxation which might arise in the event of a disposal of any property.

 

In some instances the appraisers constructed a Discounted Cash Flow (DCF) model. DCF analysis is a financial modeling technique based on explicit assumptions regarding the prospective income and expenses of a property or business. The analysis is a forecast of receipts and disbursements during the period concerned. The forecast is based on the assessment of market prices for comparable premises, build rates, cost levels etc. from the point of view of a probable developer.

 

To these projected cash flows, an appropriate, market-derived discount rate is applied to establish an indication of the present value of the income stream associated with the property. In this case, it is a development property and thus estimates of capital outlays, development costs, and anticipated sales income are used to produce net cash flows that are then discounted over the projected development and marketing periods. The Net Present Value (NPV) of such cash flows could represent what someone might be willing to pay for the site and is therefore an indicator of market value. All the payments are projected in nominal US Dollar/Euro amounts and thus incorporate relevant inflation measures.

 

Valuation Approach

In addition to the above general valuation methodology, the appraisers have taken into account in arriving at Market Value the following:

 

Pre Development

In those instances where the nature of the ‘Project’ has been defined, it was assumed that the subject property will be developed in accordance with this blueprint. The final outcome of the development of the property is determined by the Board of Directors decision, which is based on existing market conditions, profitability of the project, ability to finance the project and obtaining required construction permits.

 

Development

In terms of construction costs, the budgeted costs have been taken into account in considering opinions of value. However, the appraisers have also had regard to current construction rates prevailing in the market which a prospective purchaser may deem appropriate to adopt in constructing each individual scheme. Although in some instances the appraisers have adopted the budgeted costs provided, in some cases the appraisers’ own opinions of costs were used.

 

Post Development

Rental values have been assessed as at the date of valuation but having regard to the existing occupational markets taking into account the likely supply and demand dynamics during the anticipated development period. The standard letting fees were assumed within the valuations. In arriving at their estimates of gross development value (“GDV”), the appraisers have capitalised their opinion of net operating income, having deducted any anticipated non-recoverable expenses, such as land payments, and permanent void allowance, which has then been capitalised into perpetuity.

 

The capitalisation rates adopted in arriving at the opinions of GDV reflect the appraisers’ opinions of the rates at which the properties could be sold as at the date of valuation.

 

In terms of residential developments, the sales prices per sq. m. again reflect current market conditions and represent those levels the appraisers consider to be achievable at present. It was assumed that there are no irrecoverable operating expenses and that all costs will be recovered from the occupiers/owners by way of a service charge.

 

The valuations take into account the requirement to pay ground rental payments and these are assumed not to be recoverable from the occupiers. In terms of ground rent payments, the appraisers have assessed these on the basis of information available, and if not available they have calculated these payments based on current legislation defining the basis of these assessments.

 

4.5 Goodwill

 

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

 

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or Groups of cash-generating units) that is expected to benefit from the synergies of the combination.

 

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods.

 

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

4.6 Property, Plant and equipment and intangible assets

 

Property, plant and equipment and intangible non-current assets are stated at historical cost less accumulated depreciation and amortisation and any accumulated impairment losses.

 

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined and intangibles not inputted into exploitation, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

 

Depreciation and amortisation are calculated on the straight‑line basis so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates are as follows:

 

Type

%

Leasehold

20

IT hardware

33

Motor vehicles

25

Furniture, fixtures and office equipment

20

Machinery and equipment

15

Software and Licenses

33

 

No depreciation is charged on land.

 

Assets held under leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

 

The assets residual values and useful lives are reviewed, and adjusted, if appropriate, at each reporting date.

 

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

 

Expenditure for repairs and maintenance of tangible and intangible assets is charged to the statement of comprehensive income of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

 

An item of tangible and intangible assets is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

 

4.7 Cash and Cash equivalents

 

Cash and cash equivalents include cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

 

4.8 Assets held for sale

 

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or investment property, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

 

4.9 Financial Instruments

 

4.9.1 Recognition and initial measurement

 

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

 

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

 

4.9.2 Classification and subsequent measurement

 

Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL.

 

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

 

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

 

-          it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

-          its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

 

-          it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

-          its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

-           

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

 

Financial assets – Business model assessment:

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

 

-          the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

-          how the performance of the portfolio is evaluated and reported to the Group’s management;

-          the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

-          how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

 

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

 

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

 

Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest:

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

 

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

-          contingent events that would change the amount or timing of cash flows;

-          terms that may adjust the contractual coupon rate, including variable-rate features;

-          prepayment and extension features; and

-          terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

 

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

 

Financial assets – Subsequent measurement and gains and losses:

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However for derivatives designated as hedging instruments.

 

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

 

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

 

Equity investments at FVOCI 

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

 

4.9.3 Derecognition

 

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

 

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

 

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

 

4.9.4 Offsetting

 

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

 

4.9.5 Derivative financial instruments and hedge accounting

 

Derivative financial instruments and hedge accounting –

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures, embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

 

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss.

 

The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and certain derivatives and non-derivative financial liabilities as hedges of foreign exchange risk on a net investment in a foreign operation.

 

At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.

 

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

 

The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts (‘forward points’) is separately accounted for as a cost of hedging and recognised in a costs of hedging reserve within equity.

 

When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognised.

For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss.

 

If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.

 

If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.

 

Net investment hedges

When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging instrument or, for a non-derivative, foreign exchange gains and losses is recognised in OCI and presented in the translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign exchange gains and losses on the non-derivative is recognised immediately in profit or loss. The amount recognised in OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.

 

4.10 Borrowings

 

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset.

 

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extend there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment and amortised over the period of the facility to which it relates.

 

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortization of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

 

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.

 

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

4.11 Impairment of tangible and intangible assets other than goodwill

 

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment loss annually, and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

If the recoverable amount of an asset (or cash‑generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash‑generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash‑generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash‑generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

4.12 Share Capital

 

Ordinary shares are classified as equity.

 

4.13 Share premium

 

The difference between the fair value of the consideration received by the shareholders and the nominal value of the share capital being issued is taken to the share premium account.

 

4.14 Share-based compensation

 

The Group had in the past and intends in the future to operate a number of equity-settled, share-based compensation plans, under which the Group receives services from Directors and/or employees as consideration for equity instruments (options) of the Group. The fair value of the Director and employee cost related to services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At each financial position date, the Group revises its estimates on the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are exercised.

 

4.15 Provisions

 

Provisions are recognised when the Group has a present obligation (legal, tax or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. As at the reporting date the Group has settled all its construction liabilities.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

4.16 Non‑current liabilities

 

Non‑current liabilities represent amounts that are due in more than twelve months from the reporting date.

 

4.17 Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. It is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the revenue can be measured reliably. Revenue earned by the Group is recognised on the following bases:

 

4.17.1 Income from investing activities

 

Income from investing activities includes profit received from disposal of investments in the Company’s subsidiaries and associates and income accrued on advances for investments outstanding as at the year end.

 

4.17.2 Dividend income

 

Dividend income from investments is recognised when the shareholders’ right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).

 

4.17.3 Interest income

 

Interest income is recognised on a time-proportion (accrual) basis, using the effective interest rate method.

 

4.17.4 Rental income

 

Rental income arising from operating leases on investment property is recognized on an accrual basis in accordance with the substance of the relevant agreements.

 

4.18 Other property expenses

 

Irrecoverable running costs directly attributable to specific properties within the Group's portfolio are charged to the statement of comprehensive income. Costs incurred in the improvement of the assets which, in the opinion of the directors, are not of a capital nature are written off to the statement of comprehensive income as incurred.

 

4.19 Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

 

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

 

All other borrowing costs are recognised in the statement of comprehensive income in the period in which they are incurred as interest costs which are calculated using the effective interest rate method, net result from transactions with securities, foreign exchange gains and losses, and bank charges and commission.

 

4.20 Asset Acquisition Related Transaction Expenses

 

Expenses incurred by the Group for acquiring a subsidiary or associate company as part of an Investment Property and are directly attributable to such acquisition are recognized within the cost of the Investment Property and are subsequently accounted as per the Group’s accounting Policy for Investment Property subsequent measurement.

 

4.21 Taxation

 

Income tax expense represents the sum of the tax currently payable and deferred tax.

 

4.21.1 Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

 

4.21.2 Deferred tax

 

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.

 

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

 

4.21.3 Current and deferred tax for the year

 

Current and deferred tax are recognised in the statement of comprehensive income, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

 

The operational subsidiaries of the Group are incorporated in Ukraine and Romania, while the Parent and some holding companies are incorporated in Cyprus. The Group’s management and control is exercised in Cyprus.

 

The Group’s Management does not intend to dispose of any asset, unless a significant opportunity arises. In the event that a decision is taken in the future to dispose of any asset it is the Group’s intention to dispose of shares in subsidiaries rather than assets. The corporate income tax exposure on disposal of subsidiaries is mitigated by the fact that the sale would represent a disposal of the securities by a non‑resident shareholder and therefore would be exempt from tax. The Group is therefore in a position to control the reversal of any temporary differences and as such, no deferred tax liability has been provided for in the financial statements.

 

4.21.4 Withholding Tax

 

The Group follows the applicable legislation as defined in all double taxation treaties (DTA) between Cyprus and any of the countries of Operations (Romania, Ukraine,). In the case of Romania, as the latter is part of the European Union, through the relevant directives the withholding tax is reduced to NIL subject to various conditions.

 

4.21.5 Dividend distribution

 

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

 

4.22 Value added tax

 

VAT levied at various jurisdictions were the Group is active, was at the following rates, as at the end of the reporting period:

 

  • 20% on Ukrainian domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside Ukraine.
  • 19% on Cyprus domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside Cyprus.
  • 21% on Romanian domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside the EU.

 

4.23 Operating segments analysis

 

Segment reporting is presented on the basis of Management’s perspective and relates to the parts of the Group that are defined as operating segments. Operating segments are identified on the basis of their economic nature and through internal reports provided to the Group’s Management who oversee operations and make decisions on allocating resources serve. These internal reports are prepared to a great extent on the same basis as these consolidated financial statements.

 

For the reporting period the Group has identified the following material reportable segments, where the Group is active in acquiring, holding, managing and disposing:

 

Commercial-Industrial

Land Assets

  • Warehouse segment

 

  • Land assets – the Group owns a number of land assets which are either available for sale or for potential development

 

The Group also monitors investment property assets on a Geographical Segmentation, namely the country where its property is located.

 

4.24 Earnings and Net Assets value per share

 

The Group presents basic and diluted earnings per share (EPS) and net asset value per share (NAV) for its ordinary shares.

 

Basic EPS amounts are calculated by dividing net profit/loss for the year, attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Basic NAV amounts are calculated by dividing net asset value as at year end, attributable to ordinary equity holders of the Company by the number of ordinary shares outstanding at the end of the year.

 

Diluted EPS is calculated by dividing net profit/loss for the year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into ordinary shares.

 

Diluted NAV is calculated by dividing net asset value as at year end, attributable to ordinary equity holders of the parent with the number of ordinary shares outstanding at year end plus the number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into ordinary shares.

 

4.25 Comparative Period

 

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

 

5. New accounting pronouncement

 

At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.

 

6. Critical accounting estimates and judgments

 

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on Management's best knowledge of current events and actions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results though may ultimately differ from those estimates.

 

As the Group makes estimates and assumptions concerning the future, the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

 

  •              Provision for impairment of receivables

The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the counter party's payment record, and overall financial position, as well as the state's ability to pay its dues (VAT receivable). If indications of non-recoverability exist, the recoverable amount is estimated and a respective provision for impairment of receivables is made. The amount of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly. As at the reporting date Management did not consider necessary to make a provision for impairment of receivables.

 

  •              Fair value of financial assets

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the financial assets at fair value through other comprehensive income has been estimated based on the fair value of these individual assets.

 

  •              Fair value of investment property

The fair value of investment property is determined by using various valuation techniques. The Group selects accredited professional valuers with local presence to perform such valuations. Such valuers use their judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each financial reporting date. For the current period, no valuation was conducted since the Group does not hold any property asset (Note 18.2).

 

  •              Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

 

  •     Impairment of tangible assets

Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

 

  •     Provision for deferred taxes

Deferred tax is not provided in respect of the revaluation of the investment property and investment property under development as the Group is able to control the timing of the reversal of this temporary difference and the Management has intention not to reverse the temporary difference in the foreseeable future. The properties are held by subsidiary companies in Ukraine, Greece and Romania. Management estimates that the assets will be realised through a share deal rather than through an asset deal. Should any subsidiary be disposed of, the gains generated from the disposal will be exempt from any tax.

 

  •     Application of IFRS 10

The Group has considered the application of IFRS 10 and concluded that the Company is not an Investment Entity as defined by IFRS 10 and it should continue to consolidate all of its investments, as in 2016. The reasons for such conclusion are among others that the Company continues:

  1.     not to be an Investment Management Service provider to Investors,
  2.     to actively manages its own portfolio (leasing, development, allocation of capital expenditure for its properties, marketing etc.) in order to provide benefits other than capital appreciation and/or investment income,
  3.      to have investments that are not bound by time in relation to the exit strategy nor to the way that are being exploited,
  4.     to provide asset management services to its subsidiaries, as well as loans and guarantees (directly or indirectly),
  5.     even though is using Fair Value metrics in evaluating its investments, this is being done primarily for presentation purposes rather that evaluating income generating capability and making investment decisions. The latter is being based on metrics like IRR, ROE and others.

 

7. Risk Management

 

7.1 Financial risk factors

 

The Group is exposed to operating country risk, real estate property holding and development associated risks, property market price risk, interest rate risk, credit risk, liquidity risk, currency risk, other market price risk, operational risk, compliance risk, litigation risk, reputation risk, capital risk and other risks, arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below.

 

7.1.1 Operating Country Risks

 

The Group was exposed to risks stemming from the political and economic environment of countries in which it used to operate. Notably:

 

7.1.1.1 Ukraine

 

The Ukrainian economy is expected to show stable growth rate at 1,8% in 2026 as compared to 2025, on the back of significant damage to the energy infrastructure from the continued conflict, as well as the increased energy prices brought by the war in the Middle East.

 

Inflation is expected to remain at high levels, around 8% in 2026, mainly due to increases in electricity prices brought by the underlying conflicts, and the weakening of the local currency. The budget deficit is expected to widen in 2026, with the increased defense costs to be financed by domestic borrowing and higher revenues. Finally, a slight recovery in employment is expected, mainly due to potential growth in domestic services.

 

7.1.1.2 Romania

 

Following a slowdown in 2025 to 0,7%, real GDP in Romania in 2026 is expected to be marginal before rebounding in 2027. Persistent high inflation, as well as fiscal consolidation efforts, have significantly reduced domestic consumption, affecting negatively GDP growth. GDP growth in 2026 is expected to be contracted to 0,1%.

 

Inflation remains at high levels driven by increasing energy prices. Current expectations set inflation rate at 7,0% in 2026, slightly increased from 6,8%, being among the highest in the EU. Any de-escalation of inflation rate is related to the conflict in the Middle East and any potential reduction of energy prices in the future, as well as the effectiveness of relevant Government measures. Unemployment is expected to pick up to 6,3% in 2026 from 6,1% in 2025, due to tighter labour market corrections.

 

The general government deficit has a downward trend reflecting the implementation of fiscal consolidation measures, including nominal freezes in wages and pensions, as well as increases in taxes. The deficit is projected to decline to 6,2% of GDP in 2026 from 7,9% in 2025.

 

7.1.2 Risks associated with property holding and development associated risks

 

Several factors may affect the economic performance and value of the Group's properties, including: 

  • risks associated with construction activity at the properties, including delays, the imposition of liens and defects in workmanship;
  • the ability to collect rent from tenants on a timely basis or at all, taking also into account currency rapid devaluation risk;
  • the amount of rent and the terms on which lease renewals and new leases are agreed being less favourable than current leases;
  • cyclical fluctuations in the property market generally;
  • local conditions such as an oversupply of similar properties or a reduction in demand for the properties;
  • the attractiveness of the property to tenants or residential purchasers;
  • decreases in capital valuations of property;
  • changes in availability and costs of financing, which may affect the sale or refinancing of properties;
  • covenants, conditions, restrictions and easements relating to the properties;
  • changes in governmental legislation and regulations, including but not limited to designated use, allocation, environmental usage, taxation and insurance;
  • the risk of bad or unmarketable title due to failure to register or perfect our interests or the existence of prior claims, encumbrances or charges of which we may be unaware at the time of purchase;
  • the possibility of occupants in the properties, whether squatters or those with legitimate claims to take possession;
  • the ability to pay for adequate maintenance, insurance and other operating costs, including taxes, which could increase over time; and
  • political uncertainty, acts of terrorism and acts of nature, such as earthquakes and floods that may damage the properties.

 

7.1.3 Property Market price risk

 

Market price risk is the risk that the value of the Group’s portfolio investments will fluctuate as a result of changes in market prices. The Group's assets are susceptible to market price risk arising from uncertainties about future prices of the investments. The Group's market price risk is managed through diversification of the investment portfolio, continuous elaboration of the market conditions and active asset management. To quantify the value of its assets and/or indicate the possibility of impairment losses, the Group commissioned internationally acclaimed valuers.

 

7.1.4 Interest rate risk

 

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates.

 

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest‑bearing assets apart from its cash balances that are mainly kept for liquidity purposes.

 

The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. All of the Group's borrowings are issued at a variable interest rate. Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

 

7.1.5 Credit risk

 

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets at hand at the end of the reporting period. Cash balances are held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution.

 

7.1.6 Currency risk

 

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

 

Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's functional currency. Excluding the transactions in Ukraine all of the Group’s transactions, including the rental proceeds are denominated or pegged to EUR. In Ukraine, even though there is no recurring income stream, the fluctuations of UAH against EUR entails significant FX risk for the Group in terms of its local assets valuation. Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly, although there are no available financial tools for hedging the exposure on UAH. It should be noted though that the current political uncertainty in Ukraine, and any probable currency devaluation may affect the Group’s financial position.

 

7.1.7 Capital risk management

 

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimisation of the debt and equity balance. The Group’s core strategy is described in Note 35.1 of the consolidated financial statements.

 

7.1.8 Compliance risk

 

Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non‑compliance with laws and regulations of each country the Group is present, as well as from the stock exchange where the Company is listed. Although the Group is trying to limit such risk, the uncertain environment in which it operates in various countries increases the complexities handled by Management.

 

7.1.9 Litigation risk

 

Litigation risk is the risk of financial loss, interruption of the Group's operations or any other undesirable situation that arises from the possibility of non‑execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts used by the Group to execute its operations.

 

7.1.10 Insolvency risk

 

Insolvency arises from situations where a company may not meet its financial obligations towards a lender as debts become due. Addressing and resolving any insolvency issues is usually a slow moving process in the Region. Management is closely involved in discussions with creditors when/if such cases arise in any subsidiary of the Group aiming to effect alternate repayment plans including debt repayment so as to minimise the effects of such situations on the Group’s asset base.

 

7.2. Operational risk

 

Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems, as well as the risk of human error and natural disasters. The Group’s systems are evaluated, maintained and upgraded continuously.

 

7.3. Fair value estimation

 

The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the end of the reporting period.

 

8. Investment in subsidiaries

 

The Company has direct and indirect holdings in other companies, collectively called the Group, that were included in the consolidated financial statements, and are detailed below.

 

 

 

 

Holding %

Name

Country

Related Asset

as at

30 June 2026

as at

 31 Dec 2025

as at

30 June 2025

SC Secure Capital Limited

Cyprus

 

-

-

100

LLC Almaz‑Pres‑Ukraine*

Ukraine

Tsymlyanskiy Residence*

55

55

55

LLC Retail Development Balabino**

Ukraine

 

100

100

100

LLC Interterminal**

Ukraine

 

100

100

100

LLC Aisi Ilvo**

Ukraine

 

100

100

100

Myrnes Innovations Park Limited

Cyprus

Innovations Logistics Park

-

-

100

Best Day Real Estate Srl

Romania

-

-

50

Yamano Holdings Limited***

Cyprus

 

-

-

100

Bluehouse Accession Project IX Limited**

Cyprus

 

100

100

100

SEC South East Continent Unique Real Estate Investments II Limited**

Cyprus

 

100

100

100

Ketiza Holdings Limited**

Cyprus

 

90

90

90

Frizomo Holdings Limited***

Cyprus

-

-

100

SecMon Real Estate Srl**

Romania

100

100

100

Ketiza Real Estate Srl**

Romania

90

90

90

Jenby Ventures Limited**

Cyprus

44,30

44,30

44,30

Ebenem Limited**

Cyprus

44,30

44,30

44,30

SPDI Management Srl**

Romania

 

100

100

100

 

* The company still has an expired leasehold interest on a land plot of 4 thousand sqm in Tsymlyanskiy, Kiev, however, despite the fact that the Company had submitted properly official request to the City of Kiev for extension of the lease for another 5 years, having first extension rights over any other interested party, the local authorities have not responded since no relevant committee convenes at all since the Russian insurgence of Ukraine in 2022. The Company during previous periods has proceeded to full impairment of the value of the asset.

** The company has initiated the process of striking off subsidiaries in Romania, Cyprus, and Ukraine which became idle following the disposals of relevant assets and properties. The companies are in different stages of the strike off process, some still expecting relevant official clearance from local Trade Registry, and some from the Tax Authorities.

 

*** The companies have completed the strike off process and are considered officially dissolved.

 

9. Discontinued operations

 

9.(a) Description

 

The Company announced on 18 December 2018 that it has entered into a conditional implementation agreement for the sale of its property portfolio, excluding its Greek logistics properties (‘the Non-Greek Portfolio’), in an all-share transaction to Arcona Property Fund N.V. (“Arcona”) The transaction was subject to, among other things, asset and tax due diligence (including third party asset valuations) and regulatory approvals (including the approval of a prospectus required in connection with the issuance and admission to listing of the new Arcona Property Fund N.V. shares), as well as successful negotiating and signature of transaction documents. During 2019 and as part of the Arcona transaction the Company sold the Boyana Residence asset in Bulgaria, as well as the Bela and Balabino land plots in Ukraine, while in March and June 2021 has signed SPAs related to Stage 2 of the transaction, namely for the EOS and Delenco assets in Romania, as well as the Kiyanovskiy and Rozhny assets in Ukraine. In March and June 2022, the Company sold effectively to Arcona the Delenco and EOS assets, and in December 2024 the Kiyanovskiy asset in Ukraine was sold. Regarding the Rozhny land plot in Ukraine and the logistics platform in Romania, which Arcona refused to acquire as part of the agreement, the Company proceeded during 2025 to their sale in the open market.

 

The companies that are classified under discontinued operations are the followings:

 

•                      Cyprus: Ketiza Holdings Limited

•                      Romania: Best Day Real Estate Srl(in Η1 2025), Ketiza Real Estate Srl and Secmon SRL

•                      Ukraine: LLC Almaz‑Pres‑Ukraine, LLC Retail Development Balabino

 

As a result, the Company has reclassified all assets and liabilities related to these properties as held for sale according to IFRS 5 (Note 4.3 & 4.8).

 

9.(b) Results of discontinued operations

 

For the period ended 30 June 2026

 

Note

30 June 2026

30 June 2025

 

 

€

€

Income

10

-

79.852

Asset operating expenses

11

-

(366.181)

Net Operating Income

 

-

(286.329)

 

 

 

 

Administration expenses

12

(5.126)

(13.425)

Valuation gains from Investment Property

13

-

138.244

Other operating income/(expenses), net

14

1.026

50.399

Operating profit

 

(4.100)

(111.111)

 

 

 

 

Finance income

15

-

21

Finance costs

15

(152)

(131.957)

Profit /(Loss) before tax and foreign exchange differences

 

(4.252)

(243.047)

 

 

 

 

Foreign exchange (loss), net

16

28

(112.120)

Profit/(Loss) before tax

 

(4.224)

(355.167)

 

 

 

 

Income tax expense

17

-

(4.424)

 

 

 

 

Profit/(Loss) for the year

 

(4.224)

(359.591)

 

 

 

 

Profit/(Loss) attributable to:

 

 

 

Owners of the parent

 

(1.356)

(354.979)

Non-controlling interests

 

(2.868)

(4.612)

 

 

(4.224)

(359.591)

 

9.(c) Cash flows from(used in) discontinued operations

 

 

30 June 2026

30 June 2025

 

€

€

Net cash flows provided in operating activities

(4.960)

(545.801)

Net cash flows from / (used in) financing activities

-

21

Net cash flows from / (used in) investing activities

-

(270.978)

Net increase/(decrease) from discontinued operations

(4.960)

(816.758)

 

9.(d) Assets and liabilities of disposal group classified as held for sale

 

The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 30 June 2025:

 

 

Note

30 June 2026

31 Dec 2025

 

 

€

€

Assets classified as held for sale

 

 

 

 

 

 

 

Investment properties

18.4

1

1

Prepayments and other current assets

20

6.525

6.421

Cash and cash equivalents

22

13.429

18.389

Total assets of group held for sale

 

19.955

24.811

 

 

 

 

Liabilities directly related with assets classified as held for sale

 

 

 

 

 

 

-

Trade and other payables

27

-

6.761

Taxation

28

-

138

Total liabilities of group held for sale

 

-

6.899

 

 

10. Income

 

Income from continued operations for the period ended 30 June 2026 is zero due to the completion of the sale process of the entire asset portfolio during 2025. Regarding 2025, realized income represents rental income, as well as service charges and utilities income collected from tenants as part of the rental agreements concluded with tenants in Innovations Logistics Park in Romania. It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park was invoiced by the Company, as part of a relevant lease agreement with the Innovations SPV, and as required by the lender, a process that continued until the date of the sale of the asset.

 

Continued operations

30 June 2026

30 June 2025

 

€

€

Rental income

-

414.164

Service charges and utilities income

-

298.275

Total income

-

712.439

 

Income from discontinued operations for the period ended 30 June 2026 is also zero for the same reason as per above. Income realized from discontinued operations in 2025 represents rental income, as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded with tenants of Innovations Logistics Park in Romania.

 

Discontinued operations (Note 9)

30 June 2026

30 June 2025

 

€

€

Rental income

-

71.086

Service charges and utilities income

-

8.766

Total income

-

79.852

 

Occupancy rates in the various income producing assets of the Group as at 30 June 2026 were as follows:

 

Income producing assets

%

 

30 June 2026

30 June 2025

Innovations Logistics Park

Romania

-

82

 

11. Asset operating expenses

 

The Group incurs expenses related to the proper operation and maintenance of all properties in Kiev and Bucharest in H1 2025. Part of these expenses is recovered from the tenants through the service charges and utilities recharge process (Note 10).

 

Under continued operations there are no such expenses related to operation of the assets.

 

Under discontinued operations, all the expenses are related to Innovations Logistics Park in Romania, as well as the remaining Ukrainian properties during H1 2025. In H1 2026 these expenses are zero due to the fact the all the assets were effectively sold during 2025.

 

Discontinued operations (Note 9)

30 June 2026

30 June 2025

 

€

€

Property related taxes

-

(38.625)

Repairs and technical maintenance

-

(12.009)

Utilities

-

(279.159)

Property security

-

(34.726)

Property insurance

-

(1.662)

Leasing expenses

-

-

Total

-

366.181

 

Property related taxes reflect local taxes of land and building properties (in the form of land taxes, building taxes, garbage fees, etc.).

 

Repairs and technical maintenance reflect the relevant works performed on properties during the period, for facilitating their proper use, and/ or successful sale.

 

Utilities expenses represent the electricity provider in Innovations Terminal in Bucharest, and they are recharged to tenants through service charges and utilities invoicing, mainly by the Company, as presented in continued operations.

 

 

12. Administration Expenses

 

Continued operations

30 June 2026

30 June 2025

 

€

€

Salaries and Wages

(5.396)

(6.212)

Incentives pursuant to RemCo proposal

-

(327.000)

Directors Remuneration

-

(142.500)

Advisory and broker fees

(19.988)

(86.659)

Public group expenses

(81.528)

(80.250)

Corporate registration and maintenance fees

(7.436)

(16.210)

VAT Expensed

-

(1.563)

Audit and accounting fees

(24.723)

(30.056)

Legal fees

(6.654)

(32.944)

Depreciation/Amortisation charge

-

(13)

Corporate operating expenses

(54.498)

(71.058)

Total Administration Expenses

(200.223)

(794.465)

 

Discontinued operations (Note 9)

30 June 2026

30 June 2025

 

€

€

Salaries and Wages

(2.742)

(2.676)

Corporate registration and maintenance fees

(2.016)

(2.244)

VAT Expensed

(368)

(576)

Audit and accounting fees

-

(5.358)

Corporate operating expenses

-

(2.571)

Total Administration Expenses

(5.126)

(13.425)

 

Salaries and wages include the remuneration of the CEO (H1 2026: €0, H1 2025: €0), and the administrators in Cyprus and Ukraine.

 

Incentives in H1 2025 provided to associates and refer to the successful implementation of Group’s plan pursuant to relevant Remuneration Committee proposal dated 7 May 2021 as approved by the board on 01 June 2021, and in particular to the successful completion of Stage 2 of the transaction with Arcona and the subsequent sales of the remaining assets.

 

Directors’ remuneration in H1 2025 refers to the approved fees to directors for their overall work during the repositioning process of Company’s operations.

 

Advisory fees are mainly related to advisors, brokers, valuers and other professionals engaged in relevant transactions, as well as outsourced human resources support on the basis of relevant contracts.

 

Accounting and related fees include fees from external accounting services.

 

Public group expenses include among others fees paid to the AIM:LSE Stock Exchange, Cyprus Stock Exchange as custodian, and the Nominated Adviser of the Company, as well as other expenses related to the listing of the Company, such as public relations and registry expenses.

 

Corporate registration and maintenance fees represent fees charged for the annual maintenance of the Company and its subsidiaries, as well as fees and expenses related to the normal operation of the companies including charges by the relevant local authorities.

 

Legal fees represent legal expenses incurred by the Group in relation to asset operations (rentals, sales, etc.), ongoing legal cases in Ukraine, Cyprus and Romania, compliance with AIM listing, as well as one-off fees associated with legal services and advise in relation to due diligence processes and transactions.

 

Corporate operating expenses include office expenses, travel expenses, (tele)communication expenses, D&O insurance and all other general expenses for Cypriot, Romanian and Ukrainian operations.

 

 

13. Valuation gains / (losses) from investment properties

 

Valuation gains /(losses) from investment property for the reporting period, excluding foreign exchange translation differences which are incorporated in the table of Note 18.2, are presented in the tables below.

 

Discontinued operations (Note 9)

 

Property Name (€)

Valuation gains/(losses)

 

30 June 2026

30 June 2025

 

€

€

Rozny Lane

-

(48.098)

Innovations Logistics Park 

-

186.342

Total

-

138.244

 

Valuation gains and losses result not only from the differences in the values of the properties as reported by valuers at the different points in time, but also from the fluctuation of the FX rate between the denominated currency of the valuation report itself and the functional currency of the company which posts valuation amount in its accounting books. For example, valuations of Ukrainian assets are denominated in USD and translated to UAH for entering effectively in the accounting books of the local entities. Similarly, valuations of Romanian assets are denominated in EUR and translated to RON for accounting purposes.

 

14. Other operating income/(expenses), net

 

Continued operations

30 June 2026

30 June 2025

 

€

€

Other income

-

120.409

Accounts Payable written off

-

24.839

Other income

-

145.248

Penalties

(25)

-

Write off of Receivables

(19.663)

(18.077)

Other expenses

-

(1.643)

Other expenses

(19.688)

(19.720)

Other operating income/(expenses), net

(19.688)

125.528

 

Discontinued operations (Note 9)

 

30 June 2026

 

30 June 2025

Accounts Payable written off

1.026

55.312

Other income

1.026

55.312

Penalties

-

(45)

Other expenses

-

(4.868)

Other expenses

-

(4.913)

Other operating income/(expenses), net

1.026

50.399

 

Continued operations

 

Other income in H1 2025 represents income from services to associate company.

 

Writes off of receivables in current period represent relevant settlements in subsidiaries’ books in order to become eligible to enter into a strike off process. 

 

Amounts written off in H1 2025 represent account settlings as part of the transaction with Arcona for the disposal of Aisi Ukraine.

 

Discontinued operations

 

Writes off of payables in H1 2026 represent relevant settlements in subsidiaries’ books in order to become eligible to enter into a strike off process. 

 

15. Finance costs and income

 

Continued operations

 

 

 

 

 

Finance income

30 June 2026

30 June 2025

 

€

€

Interest received from non-bank loans

78.152

17.780

Total finance income

78.152

17.780

 

 

Finance costs

30 June 2026

30 June 2025

 

€

€

Interest expenses (non-bank) (Note 32.1)

(18.954)

(6.916)

Finance charges and commissions

(2.399)

(7.594)

Bond interest

-

(20.587)

Total finance costs

(21.353)

(35.097)

 

 

 

Net finance result

56.799

(17.317)

 

Discontinued operations (Note 9)

 

 

 

 

 

Finance income

30 June 2026

30 June 2025

 

€

€

Interest received from bank deposits

-

21

Total finance income

-

21

 

Finance costs

30 June 2026

30 June 2025

 

€

€

Finance leasing interest expenses

-

(131.325)

Finance charges and commissions

(152)

(632)

Total finance costs

(152)

(131.957)

 

 

 

Net finance result

(152)

(131.936)

 

Continued operations

Interest income from non-bank loans, reflects interest and fees on Loans receivable from 3rd parties, mainly associated with the loans provided to AsvEn Inc. as part of the discussions with the company for a potential transaction between the parties.

 

Interest expenses represent interest charged on non-Bank borrowings (Note 26).

 

Finance charges and commissions include regular banking commissions and various fees imposed by the Banks.

 

Bond interest represents interest calculated for the bonds issued by the Company during 2018. During 2025 bonds were fully paid to all holders.

 

Discontinued operations

 

Finance leasing interest expenses relate to the sale and lease back agreements of the Group. During 2025 the relevant asset was sold, and as a result no such amounts were realized within H1 2026 .

 

Finance charges and commissions include regular banking commissions and various fees imposed by the Banks.

 

16. Foreign exchange profit / (losses)

 

Non realised foreign exchange loss

 

Foreign exchange losses (non-realised) resulted from the loans and/or payables/receivables denominated in non EUR currencies when translated in EUR. The exchange profit for the period ended 30 June 2026 from continued operations amounted to €4.395 (30 June  2025: loss €41.022).

 

The exchange profit from discontinued operations for the period ended 30 June 2026 amounted to €28 (30 June 2025: loss €112.120) (Note 9).

 

17. Tax Expense

Continued operations

30 June 2026

30 June 2025

 

€

€

Income and defence tax expense

-

(3.896)

Taxes

-

(3.896)

 

Discontinued operations (Note 9)

30 June 2026

30 June 2025

 

€

€

Income and defence tax expense

-

(4.424)

Taxes

-

(4.424)

 

For the period ended 30 June 2026 the corporate income tax rate for the Group’s subsidiaries are as follows: in Ukraine 18%, and in Romania 16%. The corporate tax that is applied to the qualifying income of the Company and its Cypriot subsidiaries is 12,5%.

 

18. Investment Property

 

18.1 Investment Property Presentation

 

Investment Property consists of the following assets:

 

Income Producing Assets

 

  • Innovations Logistics Park is a 16.570 sqm gross leasable area logistics park located in Clinceni in Bucharest, which benefits from being on the Bucharest ring road. Its construction was tenant specific, was completed in 2008 and is separated in four warehouses, two of which offer cold storage (freezing temperature), the total area of which is 6.395 sqm. Innovations Logistics Park was acquired by the Group in May 2014 and at the end of 2024 was 82% leased. The property was sold during 2025.

 

Land Assets

 

  • Kiyanovskiy Residence consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, overlooking the scenic Dnipro River, St. Michael’s Spires and historic Podil neighborhood. The Company recently secured for the leashold part of the property a 10-year extension. The asset was sold during 2024 as part of Stage 2 of the transaction with Arcona Property Fund N.V. (transaction effectively closed in February 2025).

 

  • Tsymlyanskiy Residence is a 0,36 Ha plot of land located in the historic Podil District of Kiev and is destined for the development of a residential complex. As of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension rights over any other interested party. However, following the Russian insurgence of Ukraine all decisions have been put on hold and no relevant extensions are provided. Under these conditions, the Company has proceeded to a full impairment of the asset.

 

  • Rozhny Lane is a 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex. It has been registered under the Group pursuant to a legal decision in 2015, baring certain court enforced encumbrances which were impossible to be lifted under the current conditions prevailing in Ukraine. The property was sold during 2025.

 

18.2 Investment Property Movement during the reporting period

 

The table below presents a reconciliation of the Fair Value movements of the investment property during the reporting period broken down by property and by local currency vs. reporting currency.

 

Discontinued Operations

30 June 2026 (€)

 

 

Fair Value movements

 

Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount as at 30/06/2026

Foreign exchange translation difference

 

Fair value gain/(loss) based on local currency valuations

Disposals  H1 2025

Additions

H1 2026

Carrying amount as at 31/12/2025

Tsymlyanskiy Residence

Land

1

 

-

 

-

-

-

1

Total Ukraine

 

1

-

-

-

-

1

Innovations Logistics Park

Warehouse

-

-

-

-

-

-

Total Romania

 

-

-

-

-

-

-

 

 

 

 

 

 

 

Total

 

-

-

-

-

-

1

 

Discontinued Operations

2025(€)

 

 

Fair Value movements

 

Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount as at 31/12/2025

Foreign exchange translation difference

(a)

Fair value gain/(loss) based on local currency valuations (b)

Disposals 2025

Transfer to Assets held for sale

Additions

2025

Carrying amount as at 31/12/2024

Tsymlyanskiy Residence

Land

1

-

-

-

-

-

1

Rozhny Lane

Land

-

-

-

(423.525)

-

-

423.525

Total Ukraine

 

1

-

-

(423.525)

-

-

423.526

Innovations Logistics Park

Warehouse

-

-

-

(9.000.000)

-

-

9.000.000

Total Romania

 

-

-

-

(9.000.000)

-

-

9.000.000

 

 

 

 

 

 

 

 

TOTAL

 

1

-

-

(9.423.525)

-

-

9.423.526

 

18.3 Investment Property Carrying Amount per asset as at the reporting date

 

The table below presents the values of the individual assets as appraised by the appointed valuer as at the reporting date.

 

Asset Name

Location

Principal Operation

Related Companies

Carrying amount as at

 

 

 

 

30 June 2026

31 Dec 2025

 

 

 

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

 

 

 

€

€

€

€

Tsymlyanskiy Residence

Podil,

Kiev City Center

Land for residential

Development

LLC Almaz‑Pres‑Ukraine

 

 

-

1

 

-

 

-

Rozhny Lane

Brovary district, Kiev

Land for residential

Development

SC Secure Capital Limited

 

-

-

-

1

Total Ukraine

 

 

 

-

1

-

-

Innovations Logistics Park

Clinceni, Bucharest

Warehouse

Best Day Real Estate Srl

 

 

-

 

-

-

0

Total Romania

 

 

 

-

-

 

-

-

 

 

 

 

 

TOTAL

 

 

 

-

-

-

1

 

18.4 Investment Property analysis

 

  1. Investment Properties

 

The following assets are presented under Investment Property: Innovations Logistics park in Romania and  Tsymlyanskiy  and Rozhny Lane land assets in Ukraine.

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

At the beginning of the reporting period

-

1

-

9.423.526

Disposal of Investment Property

-

-

-

(9.423.526)

Revaluation gains/(losses) on investment property

-

-

-

-

Translation difference

-

-

-

-

As at the end of the reporting period

-

1

-

1

 

19. Investment Property Acquisitions, Goodwill Movement and Disposals

 

19.1 Acquisition  and disposal of subsidiaries and associates

 

19.1.1 Disposal of subsidiaries and associates

 

19.1.1 (A) Disposal of Myrnes

 

During 2025, the Company proceeded to the sale of Myrnes Innovations Park Limited, which following the sale of Innovations Terminal was an idle holding entity.

 

 

Myrnes Innovations Park Limited

ASSETS

€

 

 

Non-current assets

 

Investment in shares

-

 

 

Current assets

 

Prepayments and other current assets

-

Cash and cash equivalents

-

Total Assets

-

 

 

LIABILITIES

 

Interest bearing borrowings

-

Other liabilities

1.428

Total Liabilities

1.428

 

 

NET ASSET

(1.428)

Group % Holding

100%

Net share of the group

(1.428)

 

Consideration:

 

Cash

1.710

Total Consideration

1.710

 

 

Profit on Disposal (Α)

3.138

 

 

19.1.1 (B) Disposal of SC Capital Limited

 

During 2025, the Company proceeded to the sale of Sc Secure Capital Limited, owner of the Rozhny land plot in Ukraine.

 

 

SC Secure Capital Limited

ASSETS

€

Non-current assets

 

Investment in Investment Property

423.525

 

 

Current assets

 

Prepayments and other current assets

1.511

Cash and cash equivalents

12.994

Total Assets

438.030

 

 

LIABILITIES

 

Interest bearing borrowings

-

Other liabilities

7.605

Total Liabilities

7.605

 

 

NET ASSET

430.425

Group % Holding

100%

Net share of the group

430.425

 

Consideration:

 

Cash

217.285

Total Consideration

217.285

 

 

Loss on Disposal (Β)

(213.140)

 

 

As a result of the refusal of Arcona to acquire Rozhny asset in Kiev-Ukraine, and the need for the Company to become an asset-free entity for the purpose of exploiting the different repositioning available options, the Company during 2025 searched the market and identified a buyer, selling eventually the asset independently in a fast track for a consideration of $255k. Although the asset bared certain court-enforced encumbrances which were not lifted until the date of the transaction, the existence of which was notified to and accepted by the counterparty, the buyer demanded a confirmation of the value of the asset and the non-prohibitive nature of the said encumbrances, by requiring the participation of some of the Company’s directors in the transaction. 

 

19.1.1 (C) Disposal of Sec-Nes Logico Properties Limited

 

During 2025, the Company in 2025 proceeded to the sale of Sec-Nes Logico Properties Limited to a 3rd party.

 

 

Sec-Nes Logico Properties Limited

ASSETS

€

Non-current assets

 

Investment in subsidiary

3.000.000

 

 

Current assets

 

Prepayments and other current assets

5.000.002

Cash and cash equivalents

-

Total Assets

8.000.002

 

 

LIABILITIES

 

Interest bearing borrowings

-

Other liabilities

-

Total Liabilities

-

 

 

NET ASSET

8.000.002

Group % Holding

50%

Net share of the group

4.000.001

 

Consideration:

 

Cash

2.250.000

Total Consideration

2.250.000

 

 

Loss on Disposal (C)

(1.750.001)

 

 

During 2025, as part of Company’s strategy to become an asset-free entity and following an extended effort by the Company to monetise remaining properties, the interest in the logistics platform in Romania, an asset that Arcona refused to acquire claiming that its main property, Innovations Terminal, had negative value, was sold for a consideration of € 2,25 million. Such interest consisted of 50% stake in the joint venture with Myrian Nes Limited, as represented by a portfolio of assets containing the Innovations Terminal in Bucharest, and two regional developments in Oradea and Constanta. The transaction followed the previous sale of 50% of Innovations Terminal for a consideration of €1,5 million.

 

The Management of the Company engaged during the year in numerous discussions with potential buyers, who eventually either abandoned discussions or offered extremely low prices. The reason behind this was primarily the ongoing political and economic instability in Romania, which have affected investment sentiment and increased associated risk by leading to monetary turbulences and significant weakening of the local currency, as well as the development risk and overall operations of the underlying assets under a partnership scheme. Under these circumstances, the Management identified a buyer who was willing to offer an acceptable price, demanding at the same time a confrontation of his risk through the participation of some of Company’s directors in the investment.

 

19.1.1 (D) Disposal of Best Day

 

As part of its overall strategy, during 2025 the Company proceeded to the sale of Best Day Real Estate SRL, holder of the master lease agreement in relation to Innovations Terminal property. It is noted that the sale succeeded under difficult circumstances, not only related to the overall political and economic conditions in Romania, but also to the fact that the master lease agreement with Piraeus Leasing was expiring in May 2026, without the Company having the means to acquire or refinance the asset, in other words being in danger not to obtain any kind of economic benefit at such date.

 

 

Best Day Real Estate SRL

ASSETS

€

Non-current assets

 

Investment Property

9.000.000

Long Term Receivables

315.000

 

 

Current assets

 

Prepayments and other current assets

406.877

Cash and cash equivalents

129.248

Total Assets

9.851.124

 

 

LIABILITIES

 

Finance lease

5.408.273

Deposit from tenants

303.868

Other Liabilities

476.522

Total Liabilities

6.188.663

 

 

NET ASSET

3.662.461

Group % Holding

100%

Net share of the group

3.662.461

 

Consideration:

 

Cash

3.000.000

Total Consideration

3.000.000

Translation difference on disposal of IP

198.526

 

 

Loss on Disposal (D)

(463.935)

 

 

19.1.1 (E) Disposal of Aisi Ukraine

 

During 2024, as part of Stage 2 of the transaction with Arcona, the Company sold the Kiyanovskiy asset in Kiev.

 

 

Aisi Ukraine LLC

Trade Center LLC

Total

ASSETS

€

€

€

Non-current assets

 

 

 

Investments Properties

1.131.222

-

1.131.222

Other Non-current assets

21

-

21

 

 

 

 

Current assets

 

 

 

Prepayments and other current assets

22.217

1.745

23.962

Cash and cash equivalents

26

-

26

Total Assets

1.153.486

1.745

 

1.155.231

 

 

 

 

LIABILITIES

 

 

 

Lease Liabilities

-

39.760

39.760

Other liabilities

440

539

979

Total Liabilities

440

40.299

40.739

 

 

 

 

NET ASSET

1.153.046

(38.554)

1.114.492

Group % Holding

100%

100%

 

Net share of the group

1.153.046

(38.554)

1.114.492

 

Consideration:

 

 

 

Cash paid

 

 

1.039.194

Receivable shares in Arcona at reporting date

 

 

769.600

Total Consideration

 

 

1.808.794

 

 

 

 

Profit on Disposal

 

 

694.302

 

 

 

 

 

20. Prepayments and other current assets

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Trade and other receivables

466.615

42.029

864.674

43.148

VAT and other tax receivables

191.661

4.809

183.613

4.646

Receivables due from related parties

200

-

35.642

-

Loans receivable from 3rd parties

583.699

-

825.210

-

 

Allowance for prepayments and other current assets

 

-

 

(40.313)

-

 

(41.373)

Total

1.242.175

6.525

1.909.139

6.421

 

Continued operations

 

Trade and other receivables mainly include receivables from 3rd parties due to sale of investment assets and prepayments made for services.

 

VAT receivable represents VAT which is refundable in Romania, Cyprus and Ukraine.

 

Receivables due from related parties represent all kind of receivables from related parties of the Group.

 

Loans receivable from 3rd parties during H1 2026 includes principal balances of a total of €500.000 plus total interest of €38.699 and one off penalty fee amounted to €45.000, from two secured loans granted to AdvEn, in accordance with the initial agreement and relevant heads of terms signed with the company in relation to a potential transaction between the parties. The loans attract an annual interest rate of 10%. The lona provided in previous periods to Myrian Nes Limited was fully repaid during H1 2026.

 

Discontinued operations

 

Trade and other receivables mainly include prepayments made for services.

 

VAT receivable represents VAT which is refundable in Romania, Cyprus and Ukraine.

 

21. Financial Assets at FV through P&L

 

The table below presents the analysis of the balance of Financial Assets at FV through P&L in relation to the continued operations of the Company:

 

 

30 June 2026

31 Dec 2025

 

€

€

Arcona shares at beginning set to be distributed to entitled shareholders

12.609.941

11.736.630

Transfer from Arcona Receivables during the period

-

752.411

Additions during the period

-

119.610

FV change in Arcona shares

-

1.290

Arcona shares at reporting date set to be distributed to entitled shareholders

12.609.941

12.609.941

 

 

 

Warrants over Arcona shares at the beginning of the period

68.765

64.599

FV change in warrants

(41.962)

4.166

Arcona warrants at reporting date

26.803

68.765

 

 

 

Consideration price for the sale of Aisi Ukraine not issued and received yet

-

752.411

FV change in Arcona receivable shares

-

-

Transfer to Arcona shares

-

(752.411)

Arcona Receivable shares at reporting date

-

-

 

 

 

Total Financial Assets at FV

12.636.744

12.678.706

 

 

 

FV change in Arcona shares

-

1.290

FV change in warrants

(41.962)

4.166

 

 

 

Fair Value (loss)/ gain on Financial Assets at FV through P&L

(41.962)

5.456

 

The Company received during 2019 and 2020 593.534 Arcona shares as part of the completion of Stage 1 of the transaction with Arcona, for the sale of Bella and Balabino assets in Ukraine, and the Boyana asset in Bulgaria. During 2022 the Company received 479.376 additional shares in Arcona as part of Stage 2 of the transaction with Arcona, for the sale of EOS and Delea Nuova assets in Romania. During 2024 the Company sold to Arcona Kiyanovskiy asset in Ukraine, and on top of the cash consideration it was entitled to 68.782 newly issued shares in Arcona, which were received in February 2025 plus 10.689 shares in Arcona as deferred payment related to the sale of Delea Nuova and EOS assets in Romania. In total, the Company is currently holding 1.152.381 shares in Arcona, representing ~30% of its share capital. The Company has no influence in Arcona’s management, since the latter as a regulated Fund is externally managed by Arcona Capital GmbH.

 

On top of the aforementioned shares, the Company received for the sale of Bella and Balabino assets, 67.063 warrants over shares in Arcona for a consideration of EUR 1, and 77.021 warrants over Arcona shares for the sale of Boyana for a consideration of EUR 1. The warrants were exercisable upon the volume weighted average price of Arcona shares traded on a regulated market at €8,10 or higher and have expired during 2024 having zero value at year-end.

 

Pursuant to the decisions of the General Meetings of the Company held on 10 July 2024 and 23 April 2025 and the relevant approvals by the local authorities received in full in June 2025, the Arcona shares have been set for distribution to the entitled shareholders of the Company on a pro-rata basis, as an in-kind distribution associated with a reduction of the share premium account of the Company.

 

Moreover, during 2022, the Company received 28.125 warrants over shares in Arcona for the sale of EOS asset, and 87.418 warrants over shares in Arcona for the sale of Delea Nuova asset for a total consideration of €3. These warrants are exercisable upon the volume weighted average price of Arcona shares traded on a regulated market at €7,2 or higher and expire in 2027.

 

At year-end, these warrants are re-valued to fair value and as a result a relevant loss of €41.962 (2025: gain €4.166) is recognized. The terms and assumptions used for such warrant re-valuation are:

 

Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 5,99 per share

•                      Strike price of the warrants: EUR 7,20 per share

•                      Expiration date: 25 March 2027 and 15 June 2027

•                      Standard deviation of stock price: 19,37%

•                      Annualized dividend yield on shares: 0,00%

•                      5 year Government Bond rate (weighted average rate of Government Bonds of countries that Arcona is exposed): 5,708%

 

22. Cash and cash equivalents

 

Cash and cash equivalents represent liquidity held at banks.

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Cash with banks in USD

3.472

-

906

6.778

Cash with banks in EUR

254.868

22

6.346

-

Cash with banks in UAH

58

3.036

350

105

Cash with banks in RON

-

10.371

551

11.506

Cash with banks in GBP

133

-

188

-

 Total

258.531

13.429

8.341

18.389

 

23. Share capital

 

Number of Shares

 

 

30 June 2026

31 December 2025

Authorised

 

 

Ordinary shares of €0,01

989.869.935

989.869.935

Total ordinary shares

989.869.935

989.869.935

 

 

 

Issued and fully paid

 

 

Ordinary shares of €0,01

129.191.442

129.191.442

Total ordinary shares

129.191.442

129.191.442

Total

129.191.442

129.191.442

 

Nominal value (€)

 

€

30 June 2026

31 Dec 2025

Authorised

 

 

Ordinary shares of €0,01

9.898.699

9.898.699

Total ordinary shares

9.898.699

9.898.699

 

 

 

Issued and fully paid

 

 

Ordinary shares of €0,01

1.291.281

1.291.281

Total ordinary shares

1.291.281

1.291.281

Total

1.291.281

1.291.281

 

23.1 Authorised share capital

 

The authorised share capital of the Company as at the date of issuance of this report is as follows:

989.869.935 Ordinary Shares of €0,01 nominal value each.

 

23.2 Issued Share Capital

 

As at the end of 30 June 2026, the issued share capital of the Company was as follows:

129.191.442 Ordinary Shares of €0,01 nominal value each.

 

23.3 Capital Structure as at the end of the reporting period

 

As at the reporting date the Company's share capital is as follows:

 

Number of

 

(as at) 30 June 2026

(as at) 31 December 2025

(as at) 31 December 2024

Ordinary shares of €0,01

Issued and Listed on AIM

129.191.442 

129.191.442 

129.191.442 

Total number of Shares

Non-Dilutive Basis

129.191.442 

129.191.442 

129.191.442 

Total number of Shares

Full Dilutive Basis

129.191.442 

129.191.442 

129.191.442 

Options

-

-

-

-

 

 

24. Foreign Currency Translation Reserve

 

Exchange differences related to the translation from the functional currency to EUR of the Group’s subsidiaries are accounted by entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against EUR in the countries where the Company’s subsidiaries’ functional currencies are not EUR. The Company had foreign exchange loss on translation due to presentation currency of €3.746 in 30 June 2026, compared to €147.314 loss  in 30 June 2025.

 

25. Non-Controlling Interests

 

Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:

 

%

Non-controlling interest portion

Group Company

30 June 2026

31 Dec 2025

LLC Almaz-Press-Ukraine

45,00

45,00

Ketiza Holdings Limited

10,00

10,00

Ketiza Real Estate Srl

10,00

10,00

 

26. Borrowings

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Principal of bank Loans

 

 

 

 

Loans from other 3rd parties and related parties (Note 32.3)

619.790

-

624.790

 

-

Overdrafts

-

-

-

-

Total principal of bank and non-bank Loans

619.790 

-

624.790

-

Interests accrued on non-bank loans (Note 32.3)

32.341

-

33.386

 

-

Total

652.131

-

658.176

-

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Current portion

652.131

-

658.176

-

Non-current portion

-

-

-

-

Total

652.131

-

658.176

-

 

 

Continued Operations

 

Loans from other 3rd parties and related parties under continued operations include among others:

 

  1.        Loan from one director of €100.000 provided as bridge financing for future property acquisitions. The loan bears annual interest of 8% (Note 32.3).
  2.        Incentive payables to management converted into loans (Note 12) of €24.790 for facilitating the cash flow of the Company.
  3.         Two loans of a total of € 495.000 plus interest from entities related to one director of the Company, used to fund the relevant loans granted to AdvEn, as part of the ongoing discussions for a potential transaction between the parties. The loans bare interest of 6% per annum.

 

27. Trade and other payables

 

The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Payables to third parties

39.203

-

240.806

3.667

Payables to related parties (Note 32.2)

128.855

-

176.036

-

Accruals

45.678

-

42.559

3.094

Pre-sale advances (Advances received for sale of properties)

 

74.383

 

-

76.338

 

-

Total

288.119

-

535.739

6.761

 

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Current portion

288.119

-

535.739

6.761

Non-current portion

-

-

-

-

Total

288.119

-

535.739

6.761

 

Continued Operations

 

Payables to third parties represents: a) amounts payable to various service providers including auditors, legal advisors, consultants and third-party accountants related to the current operations of the Group.

 

Payables to related parties under continued operations represent amounts due to directors, and management fees from related entity (Note 32.2).

 

Accruals mainly include the accrued, administration fees, accounting fees, facility management and other fees payable to third parties.

 

28. Provisions and Taxes Payables

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

 

 

 

 

 

Defence tax

23.866

-

18.149

-

Corporate income tax - current

-

-

-

-

Other taxes including VAT payable - current

-

-

96

138

Total Provisions and Taxes Payables

23.866

-

18.245

138

 

29. Share Premium Reduction- payable to shareholders

 

As per the Extraordinary General Meeting held on 10 July 2024, the shareholders of the Company resolved for the reduction of the balance of the share premium account of the Company by €11.705.448,10 as this amount exceeds the needs of the Company and that the said amount is distributed pro rata to the shareholders of the Company holding ordinary shares of €0,01 each, either by the distribution of shares in Arcona Property Fund N.V. held by the Company or by bank transfer of readily available funds or both as the board of directors may in their discretion decide.

 

As per the Extraordinary General Meeting held on 23 April 2025, the shareholders of the Company resolved for a new reduction of the balance of the share premium account of the Company by €850.000,00 as this amount exceeds the needs of the Company and that the said amount is distributed pro rata to the shareholders of the Company holding ordinary shares of €0,01 each, either by the distribution of shares in Arcona Property Fund N.V. held by the Company or by bank transfer of readily available funds or both as the board of directors may in their discretion decide.

 

30. Earnings and net assets per share attributable to equity holders of the parent

 

  1. Weighted average number of ordinary shares

 

30 Jun 2026

31 Dec 2025

30 Jun 2025

Issued ordinary shares capital

129.191.442

129.191.442

129.191.442

Weighted average number of ordinary shares (Basic)

129.191.442

129.191.442

129.191.442

Diluted weighted average number of ordinary shares

129.191.442

129.191.442

129.191.442

 

  1. Basic diluted and adjusted earnings per share

Earnings per share

30 June 2026

30 June 2025

 

€

€

Profit/ (Loss) after tax attributable to owners of the parent

(200.679)

23.122

Basic

(0,002)

0,00

Diluted

(0,002)

0,00

 

  1. Basic diluted and adjusted earnings per share from discontinued operations

Earnings per share

30 June 2026

30 June 2025

 

€

€

Profit/ (Loss) after tax from discontinued operations attributable to owners of the parent

(4.224)

(359.591)

Basic

(0,00)

(0,002)

Diluted

(0,00)

(0,002)

 

  1. Net assets per share

Net assets per share

30 June 2026

31 Dec 2025

 

€

€

Net assets attributable to equity holders of the parent

635.845

843.914

Number of ordinary shares

129.191.442

129.191.442

Diluted number of ordinary shares

129.191.442

129.191.442

Basic

0,005

0,01

Diluted

0,005

0,01

 

31. Segment information

 

All commercial and financial information related to the properties held directly or indirectly by the Group is being provided to members of executive management who report to the Board of Directors. Such information relates to rentals, valuations, income, costs and capital expenditures. The individual properties are aggregated into segments based on the economic nature of the property. For the reporting period the Group has identified the following material reportable segments:

 

Land Assets

  • Land assets

 

There are no sales between the segments.

 

Segment assets for the investment properties segments represent investment property (including investment properties under development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings, finance lease liabilities and deposits from tenants.

 

 

Warehouse

Land Plots

Corporate

Total

 

€

€

€

€

Segment profit

 

 

 

 

Profit/(loss) from discontinued operation (Note 9)

-

-

-

-

Fair value gains/(losses)  on financial assets

-

-

(41.962)

(41.962)

Segment profit

-

-

(41.962)

(41.962)

Administration expenses (Note 12)

-

-

-

(200.223)

Other (expenses)/income, net (Note 14)

-

-

-

(19.688)

Finance income (Note 15)

-

-

-

78.152

Interest expenses (Note 15)

-

-

-

(18.955)

Other finance costs (Note 15)

-

-

-

(2.398)

Foreign exchange losses, net (Note 16)

-

-

-

4.395

Profit from discontinued operations (Note 9)

-

-

-

(4.224)

Exchange difference on translation foreign holdings (Note 24)

-

-

-

(3.746)

Total Comprehensive Income

 

 

 

(208.649)

Continued Operations

 

Profit and Loss for the period ended 30 June 2026

 

Profit and Loss for the period ended 30 June 2025

 

Warehouse

Land Plots

Corporate

Total

 

€

€

€

€

Segment profit

 

 

 

 

Rental income (Note 10)

-

-

414.164

414.164

Service charges and utilities income (Note 10)

-

-

298.275

298.275

Profit/(loss) from discontinued operation (Note 9)

(99.986)

(48.098)

-

(148.084)

Fair value gains/(losses)  on financial assets

-

-

41.855

41.855

Segment profit

(99.986)

(48.098)

754.294

606.210

 

Administration expenses (Note 12)

 

-

 

-

 

-

(794.465)

Other (expenses)/income, net (Note 14)

-

-

-

125.528

Finance income (Note 15)

-

-

-

17.780

Interest expenses (Note 15)

-

-

-

(20.586)

Other finance costs (Note 15)

-

-

-

(14.511)

Foreign exchange losses, net (Note 16)

-

-

-

(41.022)

Income tax expense (Note 17)

-

-

-

(3.896)

Profit from discontinued operations (Note 9)

-

-

-

(211.507)

Exchange difference on translation foreign holdings (Note 24)

-

-

-

(147.314)

Total Comprehensive Income

 

 

 

(483.783)

 

* It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park in Romania used to be invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender. However the asset held through the SPV, was sold during 2025.

 

Discontinued Operations

 

Profit and Loss for the period ended 30 June 2026

 

Warehouse

Land Plots

Corporate

Total

 

€

€

€

€

Segment profit

 

 

 

 

Rental income (Note 10)

-

-

-

-

Service charges and utilities income (Note 10)

-

-

-

-

Asset operating expenses (Note 11)

-

-

-

-

Segment profit

-

-

-

-

Administration expenses (Note 12)

-

-

-

(5.126)

Other (expenses)/income, net (Note 14)

-

-

-

1.026

Finance income (Note 15)

-

-

-

-

Interest expenses (Note 15)

-

-

-

(152)

Other finance costs (Note 15)

-

-

-

-

Foreign exchange losses, net (Note 16)

-

-

-

28

Income tax expense (Note 17)

-

-

-

-

Total Comprehensive Income

-

-

-

(4.224)

 

Profit and Loss for the period ended 30 June 2025

 

Warehouse

Land Plots

Corporate

Total

 

€

€

€

€

Segment profit

 

 

 

 

Rental income (Note 10)

71.086

-

-

71.086

Service charges and utilities income (Note 10)

8.766

-

-

8.766

Valuation gains/(losses) from investment property (Note 13)

186.342

(48.098)

-

138.244

Asset operating expenses (Note 11)

(366.181)

-

-

(366.181)

Segment profit

(99.987)

(48.098)

-

(148.085)

 

Administration expenses (Note 12)

-

-

-

(13.425)

Other (expenses)/income, net (Note 14)

-

-

-

50.399

Finance income (Note 15)

-

-

-

21

Interest expenses (Note 15)

-

-

-

(131.325)

Other finance costs (Note 15)

-

-

-

(632)

Foreign exchange losses, net (Note 16)

-

-

-

(112.120)

Income tax expense (Note 17)

-

-

-

(4.424)

Total Comprehensive Income

-

-

-

(359.591)

 

Total Operations

Balance Sheet as at 30 June 2026

 

Land plots

Corporate

Total

 

€

€

€

Assets

 

 

 

Available-for-sale investments

-

12.636.744

12.636.744

Assets held for sale

1

19.954

19.955

Segment assets

1

12.656.698

12.656.699

 

Prepayments and other current assets

-

-

1.242.175

Cash and cash equivalents

-

-

258.531

Total assets

-

-

14.157.405

Borrowings

-

652.131

652.131

Liabilities associated with assets classified as held for disposal

-

-

-

Segment liabilities

-

652.131

652.131

Trade and other payables

-

-

288.119

Payable due to shareholders

-

-

12.555.448

Taxes payable and provisions

-

-

23.866 

Total liabilities

-

-

13.519.564

 

Statement of financial position as at 31 December 2025

 

Land plots

Corporate

Total

 

€

 

€

Assets

 

 

 

Long-term receivables and prepayments

-

-

-

Financial Assets at FV through P&L

-

12.678.706

12.678.706

Assets held for sale

1

24.810

24.811

Segment assets

1

12.703.516

12.703.517

 

Prepayments and other current assets

-

-

1.909.139

Cash and cash equivalents

-

-

8.341

Total assets

-

-

14.620.997

Liabilities associated with assets classified as held for disposal

-

6.899

6.899

Borrowings

-

658.176

658.176

Segment liabilities

-

665.075

665.075

Trade and other payables

-

-

535.739

Taxation

-

-

18.245

Payable to shareholders form share premium reduction

-

-

12.555.448

Bonds

-

-

-

Total liabilities

-

-

13.774.507

 

Discontinued operations

Assets and Liabilities held for sale 30 June 2026

 

Land plots

Corporate

Total

 

€

€

€

Assets

 

 

 

Investment properties

-

-

-

Long-term receivables and prepayments

-

-

-

Segment assets

-

-

-

 

Prepayments and other current assets

-

-

-

Cash and cash equivalents

-

-

-

Total assets

-

-

-

Borrowings

-

-

-

Finance lease liabilities

-

-

-

Deposits from tenants

-

-

-

Segment liabilities

-

-

-

Trade and other payables

-

-

-

Taxation

-

-

-

Total liabilities

-

-

-

 

 

Assets and Liabilities held for sale 2025

 

Warehouse

Residential

Land plots

Corporate

Total

 

€

€

€

€

€

Assets

 

 

 

 

 

Investment properties

-

-

1

-

1

Segment assets

-

-

1

-

1

 

Prepayments and other current assets

-

-

-

-

6.421

Cash and cash equivalents

-

-

-

-

18.389

Total assets

-

-

-

-

24.811

Borrowings

-

-

-

-

-

Finance lease liabilities

-

-

.

-

-

Deposits from tenants

-

-

-

-

-

Segment liabilities

-

-

-

-

-

Trade and other payables

-

-

-

-

6.761

Taxation

-

-

-

-

138

Total liabilities

-

-

-

-

6.899

 

Geographical information

 

30 June 2026

30 June 2025

Income (Note 10)

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Romania

-

-

-

79.852

Cyprus *

-

-

712.439

-

Total

-

-

712.439

79.852

 

* It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park in Romania was invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender. The asset was sold during 2025.

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Carrying amount of assets (investment properties)

 

 

 

 

Ukraine

-

1

-

1

Romania

-

-

-

-

Total

-

1

-

1

 

32. Related Party Transactions

 

The following transactions were carried out with related parties:

 

32.1 Income/ Expense

 

32.1.1 Expenses

 

 

30 June 2026

30 June 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Incentives pursuant to REMCo proposal (Note 12)

-

-

327.000

 

Interest expenses on Director and Management Loans (Note 15)

 

18.955

-

 

6.916

-

Total

18.955

-

333.916

-

 

Incentives ιin H1 2025 provided to management associates for the successful implementation of Group’s plan pursuant to relevant Remuneration Committee proposal dated 7 May 2021 as approved by the board of directors on 1st June 2021, and in particular for the successful completion of Stage 2 of the transaction with Arcona and the subsequent sales of the remaining assets.

 

32.2 Payables to related parties (Note 27)

 

 

30 June 2026

31 Dec 2025

 

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Paybale to Directors

782

-

-

-

Sec South East Continent Unique Real Estate Management Limited

 

123.397

-

 

171.360

-

Management Remuneration

4.676

-

4.676

-

Total

128.855

-

176.036

-

 

32.2.1 Payable to Direcotrs

The amounts payable represent travelling expenses payable to Non-Executive Directors.

 

32.2.2 Payable to Management

Management Remuneration represents deferred amounts payable to the CEO and the rest of the Management of the Company.

 

32.2.3 Sec South East Continet Unique Real Esate Management Limited

The amount payable represents fees invoiced to the Company, through which the HR costs are externalized by an entity associated with the CEO of the Company.

 

32.3 Loans from related parties (Note 26)

 

 

30 June 2026

31 Dec 2025

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

€

€

€

€

Loan from Directors and Management

619.790

-

624.790

-

Interest accrued on loans from related parties

32.341

-

33.386

-

Total

652.131

-

658.176

-

 

Loans from directors and Management include:

 

  1.        Loan from one director of €100.000 provided as bridge financing for future property acquisitions. The loan bears annual interest of 8%.
  2.        Incentive payables to management converted (Note 12) into loans of €24.790 for facilitating the cash flow of the Company.
  3.         Two loans of a total of € 495.000 plus interest from entities related to one director of the Company, used to fund the relevant loans granted to AdvEn, as part of the ongoing discussions between the parties. The loans bare interest of 6% per annum.

 

33. Contingent Liabilities

 

33.1 Tax Litigation

 

The Group performed during the reporting period part of its operations in the Ukraine, within the jurisdiction of the Ukrainian tax authorities. The Ukrainian tax system can be characterized by numerous taxes and frequently changing legislation, which may be applied retroactively, open to wide and in some cases, conflicting interpretation. Instances of inconsistent opinions between local, regional, and national tax authorities and between the National Bank of Ukraine and the Ministry of Finance are not unusual. Tax declarations are subject to review and investigation by a number of authorities, which are authorised by law to impose severe fines and penalties and interest charges. Any tax year remains open for review by the tax authorities during the three following subsequent calendar years; however, under certain circumstances a tax year may remain open for longer. Overall following the sales of Terminal Brovary, Balabino and Bela, the exposure of the Group in Ukraine has been significantly reduced.

 

The Group performed during the reporting and comparative periods part of its operations in Romania. In respect of Romanian tax system, many aspects are subject to varying interpretations and frequent changes, which in many cases have retroactive effects. In certain circumstances it is also possible that tax authorities may act arbitrary.

 

These facts create tax risks which are substantially more significant than those typically found in countries with more advanced tax systems. Management believes that it has adequately provided for tax liabilities, based on its interpretation of tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant.

 

33.2 Construction related litigation

 

There are no material claims from contractors due to the postponement of projects or delayed delivery other than those disclosed in the financial statements.

 

33.3 Other Litigation

 

The Group has a number of other minor legal cases pending. Management does not believe that the result of these will have a substantial overall effect on the Group’s financial position. Consequently no such provision is included in the current financial statements.

 

33.4 Other Contingent Liabilities

 

The Group had no other contingent liabilities as at 30 June 2026.

 

34. Commitments

 

The Group had no other commitments as at 30 June 2026.

 

35. Financial Risk Management

 

35.1 Capital Risk Management

 

The Group manages its capital to ensure adequate liquidity will be available to implement its stated growth strategy in order to maximise the return to stakeholders through the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure of the Group consists of borrowings (Note 26), trade and other payables (Note 27) taxes payable (Note 28) and equity attributable to ordinary or preferred shareholders.

 

Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital costs in the debt and equity markets, the timing at which each investment project requires funding and the operating requirements so as to proactively provide for capital either in the form of equity (issuance of shares to the Group’s shareholders) or in the form of debt. Management balances the capital structure of the Group with a view of maximising the shareholders’ Return on Equity (ROE) while adhering to the operational requirements of the property assets and exercising prudent judgment as to the extent of gearing.

 

35.2 Categories of Financial Instruments

 

 

Note

30 June 2026

31 Dec 2025

 

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

 

€

€

€

€

Financial Assets

 

 

 

 

 

Cash at Bank

22

258.531

13.429

8.341

18.389

Financial Assets at FV through P&L

21

12.636.744

-

12.678.706

-

Prepayments and other receivables

20

1.242.175

6.525

1.909.139

6.421

Total

 

14.137.450

19.954

14.596.186

24.810

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

Borrowings

26

652.131

-

658.176

-

Trade and other payables

27

288.119

-

535.739

6.761

Share premium Reduction- payable to shareholders

 

29

 

12.555.448

 

-

 

12.555.448

 

-

Taxes payable and provisions

28

23.866

-

18.245

138

Total

 

13.519.564

-

13.767.608

6.899

 

35.3 Financial Risk Management Objectives

 

The Group’s Treasury function provides services to its various corporate entities, coordinates access to local and international financial markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development functions. Its primary goal is to secure the Group’s liquidity and to minimise the effect of the financial asset price variability on the cash flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk, as well as credit risk and liquidity risk.

 

The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives is governed by the Group’s approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of the reporting period, the Group had not entered into any derivative contracts.

 

35.4 Economic Market Risk Management

 

The Group currently operates in Romania and Ukraine. The Group’s activities expose it primarily to financial risks of changes in currency exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no change in the way the Group measures and manages risks.

 

Foreign Exchange Risk

Currency risk arises when commercial transactions and recognised financial assets and liabilities are denominated in a currency that is not the Group's functional currency. Most of the Group’s financial assets are denominated in the functional currency. Management is monitoring the net exposures and adopts policies to encounter them so that the net effect of devaluation is minimised.

 

Interest Rate Risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. On 30 June 2026, cash and cash equivalent (including continued and discontinued operations) financial assets amounted to € 271.960 (31 December 2025: € 26,730) of which approx. €3.094 in UAH and €10.371 in RON (Note 22) while the remaining are mainly denominated in either GBP, USD or €.

 

The Group is exposed to interest rate risk in relation to its borrowings (including continued and discontinued operations) amounting to € 591.917 (31 December 2025: €658.176) as they are issued at variable rates tied to the Libor or Euribor. Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group’s strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

 

Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group’s strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

 

As at 30 June 2026 the weighted average interest rate for all the interest bearing borrowings of the Group stands at 8% (31 December 2025: 8%).

 

The sensitivity analysis for EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 30 June 2026 is presented below:

 

 

Actual

as at 30.06.2026

+100 bps

+200 bps

Weighted average interest rate

8%

9%

10%

Influence on yearly finance costs

 

5.596

11.192

 

The sensitivity analysis changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2025 is presented below:

 

 

Actual

as at 31.12.2025

+100 bps

+200 bps

Weighted average interest rate

8%

9%

10%

% Influence on yearly finance costs

 

6.248

12.496

 

The Group’s exposures to financial risk are also discussed in Note 7.

 

35.5 Credit Risk Management

 

The Group has no significant credit risk exposure. The credit risk emanating from the liquid funds is limited because the Group’s counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Credit risk of receivables is reduced as the majority of the receivables represent VAT to be offset through VAT income in the future. In respect of receivables from tenants these are kept to a minimum of 2 months and are monitored closely.

 

35.6 Liquidity Risk Management

 

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which applies a framework for the Group’s short, medium and long term funding and liquidity management requirements.

 

The Treasury function of the Group manages liquidity risk by preparing and monitoring forecasted cash flow plans and budgets while maintaining adequate reserves. The following table details the Group’s contractual maturity of its financial liabilities. The tables below have been drawn up based on the undiscounted contractual maturities including interest that will be accrued.

 

Continued Operations

 

30 June 2026

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

€

€

€

€

€

Financial assets

 

 

 

 

 

Cash at Bank

258.531

258.531

258.531

-

-

Financial Assets at FV through P&L

12.636.744

12.636.744

12.636.744

-

-

Prepayments and other receivables

1.242.175

1.242.175

1.242.175

-

-

Total Financial assets

14.137.450

14.137.450

14.137.450

-

- 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

652.131

681.449

77.107

604.342

-

Trade and other payables

288.119

288.119

288.119

-

-

Share premium Reduction- payable to shareholders

 

12.555.448

 

12.555.448

 

12.555.448

 

 

Taxes payable and provisions

23.866

23.866

23.866

-

-

Total Financial liabilities

13.519.564

13.548.882

12.944.540

604.342

-

Total net (liabilities)/ assets

617.886

588.568

1.192.910

(604.342)

-

 

Discontinued Operations

 

30 June 2026

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

€

€

€

€

€

Financial assets

 

 

 

 

 

Cash at Bank

13.429

13.429

13.429

-

-

Prepayments and other receivables

6.525

6.525

6.525

-

-

Total Financial assets

19.954

19.954

19.954

-

-

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

-

-

-

-

-

Trade and other payables

-

-

-

-

-

Deposits from tenants

-

-

-

-

-

Finance lease liabilities

-

-

-

 

 

Taxes payable and provisions

-

-

-

-

-

Total Financial liabilities

-

-

-

-

-

Total net (liabilities)/ assets

19.954

19.954

19.954

-

-

 

 

Continued Operations

 

31 December 2025

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

€

€

€

€

€

Financial assets

 

 

 

 

 

Cash at Bank

8.341

8.341

8.341

-

-

Prepayments and other receivables

1.909.139

1.909.139

1.909.139

-

-

Financial Assets at FV through P&L

12.678.706

12.678.706

12.678.706

-

-

Long-term Receivables and prepayments

-

-

-

-

-

Total Financial assets

14.596.186

14.596.186

14.596.186

-

-

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

658.176

758.142

83.369

674.773

-

Trade and other payables

535.739

535.739

535.739

-

-

 

 

Bonds issued

-

-

-

-

-

Share premium Reduction- payable to shareholders

12.555.448

12.555.448

12.555.448

-

-

Taxes payable and provisions

18.245

18.245

 

18.245

-

 

-

Total Financial liabilities

13.767.608

13.867.574

13.192.801

674.773

-

Total net assets/(liabilities)

828.578

728.612

1.403.385

(674.773)

-

 

Discontinued Operations

 

31 December 2025

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

€

€

€

€

€

Financial assets

 

 

 

 

 

Cash at Bank

18.389

18.389

18.389

-

-

Long-term receivables

-

-

-

-

-

Prepayments and other receivables

6.421

6.421

6.421

-

-

Total Financial assets

24.810

24.810

24.810

-

-

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

-

-

-

-

-

Trade and other payables

6.761

6.761

6.761

-

-

Deposits from tenants

-

-

-

-

-

Finance lease liabilities

-

-

-

-

-

Taxation

138

138

138

-

-

Total Financial liabilities

6.899

6.899

6.899

-

-

Total net assets/(liabilities)

17.911

17.911

17.911

-

-

 

36. Events after the end of the reporting period

 

a) Arcona shares distribution

 

Following the approval by all required authorities in June 2025 which effectively set the APF shares available for distribution, the Company had expected to be able to complete the distribution to its entitled shareholders in Q1 2026. However, discussions with the Company’s Arcona shares custodian since Q4 2025 failed to identify a way to effect the distribution, due to regulatory obligations associated with the custodian in relation to its KYC rules, which were applicable in this case to all final recipients of the shares, namely all the entitled shareholders of the Company.

 

In turn, the Company explored other alternatives and finally engaged with a new custodian who received the portfolio of Arcona shares in Q3 2026 and has commenced the distribution process.

 

b) AdvEn transaction and associated loans

The discussions with management, board and investors of AdvEn progressed within H1 2026, but have been substantially stalled during Q3 2026, due to AdvEn’s certain corporate actions in Canada. Subject to such discussions picking up pace again or not, SPDI’s board of directors intends to proceed with monetizing the corporate shell of SPDI with or without AdvEn but in any case within 2026.

 

This announcement contains inside information for the purpose of Article 7 of EU Regulation 596/2014

Lambros Anagnostopoulos

 

 

SPDI

Tel: +357 22 030783

Rory Murphy

Ritchie Balmer

 

 

Strand Hanson Limited

Tel: +44 (0) 20 7409 3494

 Jon Belliss

 

 

AlbR Capital Limited

 

 

Tel: +44 (0) 20 7469 0930

Susie Geliher

Charlotte Page

 

St Brides Partners Ltd

Tel: +44 (0) 20 7236 1177

 


[1] Sources: World Bank Group, Eurostat, EBRD, National Institute of Statistics- Romania, National Institute of Statistics – Ukraine, IMF, European Commission.

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