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2025 Interim Results

In brief · summary, not quotable

H1 2025 interim results show €0.2m operating loss after finance and tax; Arcona transaction progressing with 1.15m shares held.

  • Operating result after finance and taxes -€0.2m (prior -€0.01m)
  • Net operating income €0.43m (prior €0.40m)
  • Arcona shareholding value €12.4m
  • Administration expenses €0.46m (prior €0.39m)
  • Net finance cost -€0.15m (prior -€0.02m)
Full announcement

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Secure Property Development & Investment PLC, the AIM quoted Southern Eastern European focused property company, is pleased to announce its unaudited interim results for the period ended 30 June 2025.

Overview

  • Further progress towards completion of asset sale process with Arcona Property Fund N.V., finalising the transaction originally announced in 2018. The Company now holds 1,1,52,381 Arcona shares and 115,543 warrants
  • Established a new joint vehicle in Cyprus with Myrian New Limited to house the €2.5 million of loan exposure converted into equity.
  • Disposal of Kiyanovskiy land plot in Ukraine in February 2025 for €1.08 million plus 68,782 new ordinary shares in Arcona
  • Operating result after finance and taxes at -€0.2m, compared to -€0.01m in H1, primarily due to lower interest income following loan conversation to equity in the Romanian logistics venture.

Micheal Beys, Chairman of the Board, said: "We were delighted to report the progress of the transaction with Arcona Property Fund during the first half of 2025, a strategic process that began in 2018. This has delivered SPDI a significant shareholding in Arcona, now valued at around €12.4 million.

"I would like to thank my fellow directors, management and our shareholders for their continued support."

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

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

Lambros AnagnostopoulosSPDITel: +357 22 030783
Rory Murphy Ritchie BalmerStrand Hanson LimitedTel: +44 (0) 20 7409 3494
Jon BellissNovum Securities LimitedTel: +44 (0) 207 399 9400
Susie Geliher Charlotte PageSt Brides Partners LtdTel: +44 (0) 20 7236 1177

Management Report

1.1 Corporate Overview & Financial Performance

SPDI's core property asset portfolio previously consisted of South Eastern European prime commercial and industrial real estate, the majority of which was let to blue chip tenants on long leases. During H1 2025, management in line with the Company's strategy to maximise value for shareholders, achieved the closing of the sale of a Ukrainian land asset included in Stage 2 of the transaction with Arcona Property Fund N.V (Arcona) as part of the conditional implementation agreement for the sale, as first announced in 2018, of Company's property portfolio, excluding its Greek logistics property (which has now also separately been sold), in an all-share transaction to Arcona, an Amsterdam and Prague listed company that invests in commercial property in Central Europe. Arcona originally held high yielding real estate investments in Czech Republic, Poland and Slovakia, and the combination of two complementary asset portfolios is expected to create a significant European property company, benefiting both the Company's and Arcona's respective shareholders.

Following the completion of Stage 1 of the transaction in 2019, which involved the sale of two land plots in Ukraine and residential and land assets in Bulgaria, and the Romanian part of Stage 2 of the transaction in 2022 with the transfer of the EOS and Delenco assets in Bucharest, during 2024, the Company sold also to Arcona the Kiyanovskiy land plot in Ukraine for a consideration of approximately $1,08 million plus 68.782 new ordinary shares in Arcona, a transaction that closed during February 2025 and consideration shares effectively received. On top of that, the Company also received 10.689 new ordinary shares in Arcona as deferred payment for the transactions of the Romanian assets in 2022.

Since Arcona did not proceed to the acquisition of Rozny, the other land plot in Ukraine, the transaction for Kiyanovskiy marked the completion of the overall transaction with Arcona, from which the Company ended, over and above any cash consideration, with 1.152.381 Arcona shares and 259.627 warrants over Arcona shares, from which 115.543 are still exercisable upon meeting certain terms. Based on the last reported NAV per share of Arcona, Company's share portfolio in Arcona is valued at €12,4 million.

Moreover, during H1 2025 and as part of the joint venture agreement with Myrian Nes Limited for converting €2,5 million of a loan into equity for developing logistics properties in Romania, the parties have established a joint vehicle in Cyprus and commenced the process for effectively contributing into it three assets for materializing the joint venture plan. Such assets are two different newly developed properties in two regional cities with the same main tenant, and also the Company's asset Innovations Terminal in Bucharest. A further announcement in respect of this process, confirming completion, is expected shortly.

Net operating income increased by 5,5% at €0,43m during H1 2025, as a result of the increase in rental income during the period.

The administration expenses, adjusted by the one-off costs associated with non-recurring tasks, increased to €0,46m from €0,39m, mainly due to recognition of director fees in respect of not only the current but also previous periods. As a result recurring EBITDA turned negative to -€0,04m from profit €0,01m in the comparative period. Net finance cost reached -€0,15m at the end of the period, from -€0,02m in H1 2024, due to the fact that a €2,5m portion of the loan provided by the Company to Myrian Nes Limited has been transformed into investment in logistics assets in Romania and therefore has stopped accruing interest income. The operating result after finance and taxes stands at -€0,2m as compared to - €0,01m in the comparative period.

Table 1

EURH1 2025H1 2024
Continued OperationsDiscontinued OperationsTotalContinued OperationsDiscontinued OperationsTotal
Rental, Utilities, Asset Management fees712,43979,852792,291614,42976,665691,094
Income from Operations712,43979,852792,291614,42976,665691,094
Asset operating expenses-(366,181)(366,181)-(286,446)(286,446)
Net Operating Income712,439(286,329)426,110614,429(209,781)404,648
Share of profits from associates------
Net Operating Income from Investments712,439(286,329)426,110614,429(209,781)404,648
Administration expenses(452,096)(13,425)(465,521)(363,925)(30,463)(394,388)
Operating Result (EBITDA)260,343(299,754)(39,411)250,504(240,244)10,260
Finance Income/(Cost), net(17,317)(131,936)(149,253)116,682(138,603)(21,921)
Income tax expense(3,896)(4,424)(8,320)--
Operating Result after Finance and Tax Expenses239,130(436,114)(196,984)367,186(378,847)(11,661)
Other income / (expenses), net125,52850,399175,927(314)7,7607,446
One-off costs associated with non-recurring tasks (BH case, disposals)---(19,644)-(19,644)
One-off costs associated with Arcona transaction(15,369)-(15,369)(12,442)-(12,442)
Fair value adjustments from Investment Properties138,244138,244-127,550127,550
Management incentives(327,000)-(327,000)(185,000)-(185,000)
Fair value (loss)/ gain on financial investments41,855-41,855146,509-146,509
Foreign exchange differences, net(41,022)(112,120)(153,142)23,041(45,001)(21,960)
Result for the year23,122(359,591)(336,469)319,336(288,538)30,798
Exchange difference on translation due to presentation currency-(147,314)(147,314)-85,47485,474
Total Comprehensive Income for the year23,122(506,905)(483,783)319,336(203,064)116,272

Regional Economic Developments[1]

Following a marginal growth in 2024 of 0,8%, real GDP in Romania was expected to pick up pace during 2025 on the back of agricultural and construction activities, as well as increased volumes of exports. However, the uncertainty generated by the imposition of US tariffs, as well as the domestic political and fiscal volatility have moderated expectations, with the GDP growth expected to reach 1,4%.

Inflation is expected to continue its downward trend, but remain at high levels. Current expectations set the inflation rate in 2025 at 5,1% and further down to 3,9% in 2026. Unemployment projected to decline marginally at 5,3% in 2025 from 5,4% in 2024, and 5,2% in 2026.

The general government deficit increased substantially in 2024 to 9,3% of GDP due to the increases in public wages and pensions. A moderate decline is projected for the deficit in 2025, when it is expected to reach 8,6% of GDP, and a further decline to 8,4% in 2026.

The Ukrainian economy is expected to grow by 2-3% in 2025 on the back of the continued conflict in the region which has brought a decline in exports and an increase in energy prices. The economy continues to be supported by domestic demand, loose fiscal policies and interventions by the country's National Bank.

The Consumer Price Index reached 12% in 2024 and is expected to decrease below 10% in 2025, remaining though at high levels. The budget is expected to remain in deficit in 2025, 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.

Real Estate Market Developments

3.1 Romania

Despite the political uncertainty and domestic turbulence, during the first half of 2025, real estate investment volume in Romania showed resilience and reached ~€390 million, approximately 8% below the relevant period in 2024. Such performance, confirms that local market positioning as an attractive destination of regional real estate investments.

Retail assets accounted for 42% of total investment volume, followed by office properties (23%) and mixed use assets (22%). On the other hand, industrial properties secured a 7% share, and hotels a 2% one.

In terms of prime yields, during the first half of 2025 a slight decompression is observed both in retail properties to 7,75%, and in industrial ones to 7,50%.

By the end of H1 2025, modern industrial stock exceeded 8 million sq m, with nearly half (47%) developed in Bucharest. The vacancy rate for Romania's industrial/ logistics prime stock increased marginally to 5,1%, while headline rent remained at the same level, at 4,75 EUR sq m/month.

3.2 Ukraine

The real estate market in Ukraine has not functioned normally since the invasion of the country by Russia in February 2022. Given the ongoing conflict, relevant activities during the period have been substantially decreased, the country is operating under martial law, and there are no available statistics and/or publications.

Property Assets

4.1 Innovations Logistics Park, Romania

As at the end of current period the terminal was 83% leased. Anchor tenant with 43% is Carrefour Romania, followed by Baustoff+Metall (21%), Terra Invest (15%) and Favorit Business (4%). Per the above, it is intended that this property will be contributed into the joint venture with Myrian Nes Limited.

During 2023 all units of the complex were sold.

4.2 Land Assets

Tsymlyanskiy Residence - Kiev, Ukraine

The extension of the lease, originally expected during 2021, was delayed and currently is on hold due to the invasion of Russia in Ukraine. The asset is planned to be sold upon effective extension of its lease.

Rozny Lane - Kiev Oblast, Kiev Ukraine

The 42 Ha land plot located in Kiev Oblast is destined to be developed as a residential complex. Following a protracted legal battle, it has been registered in the Company's name pursuant to a legal decision in July 2015.

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. During the closing process of the Arcona transaction for the Ukrainian properties, Arcona declined to proceed with the asset, and as a result the Company is currently looking for alternative buyers in the market.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2025

Note30 June 202530 June 2024
Continued Operations€€
Income10712.439614.429
Net Operating Income712.439614.429
Administration expenses12(794.465)(581.011)
Other operating income/(expenses), net14125.528(314)
Fair value gains/(losses) on financial assets at FV through P&L2341.855146.509
Finance income1517.780145.839
Finance costs15(35.097)(29.157)
Foreign exchange gains/(losses), net16(41.022)23.041
27.018319.336
Income tax expense17(3.896)-
Profit/ (Loss) for the period from continuing operations23.122319.336
Profit/(Loss) from discontinued operations9b(359.591)(288.538)
Profit /(Loss) for the period(336.469)30.798
Other comprehensive income
Exchange difference on translation of foreign operations27(147.314)85.474

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

Note30 June 202530 June 2024
Continued Operations€€
Owners of the parent23.122319.336
Non-controlling interests--
23.122319.336

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

Note30 June 202530 June 2024
Continued Operations€€
Owners of the parent(354.979)(277.774)
Non-controlling interests(4.612)(10.764)
(359.591)(288.538)
Profit/(Loss) for the period attributable to:
Owners of the parent(331.857)41.562
Non-controlling interests(4.612)(10.764)
(336.469)30.798
Total comprehensive income attributable to:
Owners of the parent(484.212)126.590
Non-controlling interests429(10.318)
483.783116.272
Earnings/(losses) per share (Euro per share):36 b,c
Basic earnings/(losses) for the period attributable to ordinary equity owners of the parent0,0000,002
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 parent0,000 (0,002) (0,002)0,002 (0,002) (0,002)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the six months ended 30 June 2025
Note30 June 202531 December 2024
€€
ASSETS
Non‑current assets
Tangible and intangible assets20-13
Financial Assets at FV through P&L2312.715.10512.553.640
Other Investments242.500.001-
Long-term receivables and prepayments21-818
15.215.10612.554.471
Current assets
Prepayments and other current assets222.307.6944.154.664
Cash and cash equivalents25217.4351.047.918
2.525.1295.202.582
Assets classified as held for sale9d10.278.76110.361.341
EQUITY AND LIABILITIES
Issued share capital261.291.2811.291.281
Share premium59.551.81760.401.817
Foreign currency translation reserve277.466.7087.614.448
Exchange difference on I/C loans to foreign holdings38.3(211.199)(211.199)
Accumulated losses(63.595.595)(62.816.718)
Non-controlling interests281.951.8639.029
Total equity6.454.8756.288.658
Current liabilities
Borrowings29145.267517.240
Bonds issued30256.013911.602
Trade and other payables312.661.3672.252.319
Payable due to shareholders3512.555.44811.705.448
Tax payable and provisions3342.55079.589
15.660.64515.466.198
Liabilities directly associated with assets classified as held for sale9d5.903.4766.363.538
Total liabilities21.564.12121.829.736
Total equity and liabilities28.018.99628.118.394
Net Asset Value (NAV) € per share:36 d
Basic NAV attributable to equity holders of the parent0,030,05
Diluted NAV attributable to equity holders of the parent0,030,05
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
Attributable to owners of the Company
Share capitalShare premium, Net 1Accumulated losses, net of non-controlling interest 2Exchange difference on I/C loans to foreign holdings 3Foreign currency translation reserve 4TotalNon- controlling interestTotal
€€€€€€€€
Balance 1 January 2024
Loss for the year--41.562--41.562(10.764)30.798
Foreign currency translation reserve---85.02885.02844685.474
Balance 30 June 20241.291.28172.107.265(62.042.154)(211.199)7.639.12918.784.322103.35018.887.672
Profit for the year--(879.631)--(879.631)6.152(873.479)
Disposals of subsidiaries 2023- correction Minority Interest--105.067--105.067(105.067)-
Foreign currency translation reserve----(24.681)(24.681)4.594(20.087)
Share premium reduction-(11.705.448)---(11.705.448)-(11.705.448)
Balance 31 December 20241.291.28160.401.817(62.816.718)(211.199)7.614.4486.279.6299.0296.288.658
Loss for the year--(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)1.942.9971.500.000
Foreign currency translation reserve---(147.740)(147.740)426(147.314)

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.

3 Exchange 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 (Note 38.3).

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 2025

Note30 June 202530 June 2024
€€
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax and non-controlling interests-continued operations27.018319.336
Profit/(Loss )before tax and non-controlling interests-discontinued operations9b(355.167)(288.538)
Profi/(Loss) before tax and non-controlling interests(328.149)30.798
Adjustments for:
(Gains)/losses on revaluation of investment property13(138.244)(127.550)
Depreciation/ Amortization charge1213115
Other income14(119.610)-
Accounts payable written off14(80.151)-
Bad debts write off1418.077-
Finance income15(17.801)(145.867)
Interest expense15158.828165.810
Fair value change on financial investment23(41.855)(146.509)
Effect of foreign exchange differences16153.14221.960
Cash flows from/(used in) operations before working capital changes(395.750)(201.243)
Change in prepayments and other current assets221.884.320(227.566)
Change in trade and other payables and borrowings31447.962544.345
Change in VAT and other taxes receivable226.114(12.547)
Change in other taxes payables3359.4455.115
Cash generated from operations2.002.091108.128
Income tax paid(45.206)(12)
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of principle amount of loans receivable22-55.490
Acquisition of other investment24(2.500.000)
Interest received22-94.510
(Increase)/Decrease in long term receivable21818-
CASH FLOWS FROM FINANCING ACTIVITIES
Interest and financial charges paid(139.559)(170.515)
Repayment of financial lease principal34(139.645)(187.779)
Net increase/(decrease) in cash at banks(821.501)(100.178)
Cash:
At beginning of the period1.166.703497.389
At end of the period25345.202397.211

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended 30 June 2025

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 while its principal place of business is in Cyprus at 6 Nikiforou Foka Street, 1060 Nicosia, Cyprus.

Principal activities

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, (2024: 2 full time equivalent people).

  • Basis of preparation
  • Adoption of new and revised Standards and Interpretations
  • Significant accounting policies

4.1 Basis of consolidation

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.

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.

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.

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.

  • All assets and liabilities are translated at closing rate;
  • Equity of the Group has been translated using the historical rates;
  • All resulting exchange differences are recognised as a separate component of equity;
  • 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 operation are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the foreign operation.
Average for the periodClosing as at
Currency1 Jan 2025 - 30 June 20251 Jan 2024 - 31 Dec 20241 Jan 2024 - 30 June 202430 June 202531 December 202430 June 2024
USD1,09271,08241,08141,17201,03891,0705
UAH45,455343,450442,182448,782343,685543,3547
RON5,00344,97484,97435,07774,97414,9771

4.3 Discontinued operations

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

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.

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.

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.

Subsequent measurement

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.

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, which remain the same the period ending 30 June 2025:

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

"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.

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.

Valuation Approach

Pre Development

Development

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.

4.5 Goodwill

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.

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%
Leasehold20
IT hardware33
Motor vehicles25
Furniture, fixtures and office equipment20
Machinery and equipment15
Software and Licenses33

No depreciation is charged on land.

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

4.8 Assets held for sale

4.9 Financial Instruments

4.9.1 Recognition and initial measurement

4.9.2 Classification and subsequent measurement

Financial assets

Financial assets - Business model assessment:

  • how the performance of the portfolio is evaluated and reported to the Group's management;
  • 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

Financial assets - Subsequent measurement and gains and losses:

Financial assets at amortised cost

Debt investments at FVOCI

Equity investments at FVOCI

4.9.3 Derecognition

Financial assets

Financial liabilities

4.9.4 Offsetting

4.9.5 Derivative financial instruments and hedge accounting

Derivative financial instruments and hedge accounting -

Cash flow hedges

Net investment hedges

4.10 Leases

the Company has the right to operate the asset; or

The Company as lessor

If an arrangement contains lease and non lease components, the Company applies IFRS 15 to allocate the consideration in the contract. The Company recognises lease payments received under operating leases as income om a straight line basis over the lease term as part of 'other income'.

The Company as lessee

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in substance fixed payments;
  • amounts expected to be payable under a residual value guarantee; and

4.11 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.

4.12 Tenant security deposits

Tenant security deposits represent financial advances made by lessees as guarantees during the lease and are repayable by the Group upon termination of the contracts. Tenant security deposits are recognised at nominal value.

4.13 Impairment of tangible and intangible assets other than goodwill

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.

4.14 Share Capital

Ordinary shares are classified as equity.

4.15 Share premium

4.16 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.

4.17 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).

4.18 Non‑current liabilities

4.19 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:

4.19.1 Income from investing activities

4.19.2 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).

4.19.3 Interest income

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

4.19.4 Rental income

4.20 Service charges and expenses recoverable from tenants

Income arising from expenses recharged to tenants is recognised on an accrual basis.

4.21 Other property expenses

4.22 Borrowing costs

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.

4.23 Asset Acquisition Related Transaction Expenses

4.24 Taxation

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

4.24.1 Current tax

4.24.2 Deferred tax

4.24.3 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.

4.24.4 Withholding Tax

4.24.5 Dividend distribution

4.25 Value added tax

4.26 Operating segments analysis

Commercial-IndustrialLand Assets

4.27 Earnings and Net Assets value per share

4.28 Comparative Period

  • New accounting pronouncement
  • Critical accounting estimates and judgments

Provision for impairment of receivables

Fair value of financial 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, the Group has used the same fair values as those determined for 31 December 2024. (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

  • not to be an Investment Management Service provider to Investors,
  • Risk Management

7.1 Financial risk factors

7.1.1 Operating Country Risks

7.1.1.1 Ukraine

The Ukrainian economy is expected to slow down and grow by ~2% in 2025 on the back of the continued conflict in the region which has affected harvest production, and has led to high gas and electricity prices due to infrastructure strikes. The economy continues to be supported by domestic demand, loose fiscal policies and interventions by country's National Bank.

The Consumer Price Index reached 12% in 2024 and is expected to decrease to single digit level by the end of 2025, remaining though in high levels. The budget is expected to remain in high deficit in 2025, with the increased defense costs to be financed by domestic borrowing and higher revenues. Finally, a slight recovery in employment is expected to 11,5%, mainly due to potential growth in domestic services.

7.1.1.2 Romania

Following a marginal growth in 2024 of 0,8%, real GDP in Romania was expected to pick up pace during 2025 on the back of agricultural and construction activities, as well as increased volumes of exports. However, the uncertainty generated by the imposition of US tariffs, as well as the domestic political and fiscal volatility have moderated expectations, with the GDP growth expected to reach 1,4%.

Inflation is expected to continue its downward trend but remain at high levels. Current expectations set the inflation rate in 2025 at 5,1% and further down to 3,9% in 2026. Unemployment in 2025 is projected to decline marginally at 5,3% from 5,4% in 2024, and 5,2% in 2026.

The general government deficit increased substantially in 2024 to 9,3% of GDP due to the increases in public wages and pensions. A moderate decline is projected for the deficit in 2025, when is expected to reach 8,6% of GDP, and a further decline to 8,4% in 2026.

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:

  • cyclical fluctuations in the property market generally;
  • the attractiveness of the property to tenants or residential purchasers;
  • decreases in capital valuations of property;
  • covenants, conditions, restrictions and easements relating to the properties;

7.1.3 Property Market price risk

7.1.4 Interest rate risk

7.1.5 Credit risk

7.1.6 Currency risk

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 41.1 of the consolidated financial statements.

7.1.8 Compliance risk

7.1.9 Litigation risk

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

7.3. Fair value estimation

Investment in subsidiaries

Holding %

NameCountryRelated Assetas at 30 June 2025as at 31 Dec 2024as at 30 June 2024
SC Secure Capital LimitedCyprus100100100
LLC Aisi UkraineUkraineKiyanovskiy Residence--100
LLC Trade CenterUkraine--100
LLC Almaz‑Pres‑UkraineUkraineTsymlyanskiy Residence *555555
LLC Retail Development Balabino**Ukraine100100100
LLC Interterminal**Ukraine100100100
LLC Aisi Ilvo**Ukraine100100100
Myrnes Innovations Park LimitedCyprusInnovations Logistics Park100100100
Best Day Real Estate SrlRomania50100100
Yamano Holdings Limited **Cyprus100100100
Bluehouse Accession Project IX LimitedCyprus100100100
BlueBigBox 3 Srl ***Romania---
SEC South East Continent Unique Real Estate Investments II LimitedCyprus100100100
Ketiza Holdings LimitedCyprus909090
Frizomo Holdings Limited **Cyprus100100100
SecMon Real Estate SrRomania100100100
Ketiza Real Estate SrlRomania909090
Jenby Ventures Limited **Cyprus44,3044,3044,30
Ebenem Limited **Cyprus44,3044,3044,30
SPDI Management SrlRomania100100100

* 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. The first step in the process whereby the presiding committee of the municipality convenes, before the final approval by the City Council, delayed, and following the Russian insurgence of Ukraine, everything has been put on hold. The Management remains confident that the Company will be awarded the lease extension once the war status permits.

** The Company has initiated the process of striking off subsidiaries in Cyprus, and Ukraine which became idle following the disposals of local asset owning companies and properties. Some of these companies are still expecting relevant official clearance from local Trade Registry and Tax Authorities.

*** During 2023 BlueBigBox 3 Srl, the SPV which used to hold Praktiker Craiova property that was sold back in 2018, was entered into an insolvency process initiated by a vendor. The case is associated with the Bluehouse litigation case . Following the settlement made with BLUEHOUSE ACCESSION PROPERTY HOLDING III S.A.R.L. pursuant to a consensual order issued by the District Court of Nicosia in action no. 3362/2018, relevant legal motions against Bluebigbox3 Srl have been withdrawn. Although SPDI has re-gained control of the subsidiary, it has been decided the insolvency process to be continued, since the company is idle following the disposal of its relevant asset.

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. The transaction is 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 Rozhny asset, Arcona stepped back from its acquisition and therefore the Company is seeking alternative ways for its effective disposal.

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

  • Cyprus: Ketiza Holdings Limited
  • Romania: Best Day Real Estate Srl, Ketiza Real Estate Srl and Secmon SRL
  • Ukraine: LLC Almaz‑Pres‑Ukraine, LLC Retail Development Balabino

9.(b) Results of discontinued operations

For the period ended 30 June 2024

Note30 June 202530 June 2024
€€
Income1079.85276.665
Asset operating expenses11(366.181)(286.446)
Net Operating Income(286.329)(209.781)
Administration expenses12(13.425)(30.463)
Valuation gains from Investment Property13138.244127.550
Other operating income/(expenses), net1450.3997.760
Finance income152128
Finance costs15(131.957)(138.631)
Foreign exchange (loss), net16(112.120)(45.001)
Income tax expense17(4.424)-
Profit/ (Loss) for the year(359.591)(288.538)
Profit/(Loss) attributable to:
Owners of the parent(354.979)(277.774)
Non-controlling interests(4.612)(10.764)
(359.591)(288.538)
9.(c) Cash flows from(used in) discontinued operations
30 June 202530 June 2024
€€
Net cash flows provided in operating activities(545.801)(250.083)
Net cash flows from / (used in) financing activities2128
Net cash flows from / (used in) investing activities(270.978)(356.886)
Net increase/(decrease) from discontinued operations(816.758)(606.941)

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:

Note30 June 202531 Dec 2024
€€
Assets classified as held for sale
Investment properties18.49.375.4289.423.526
Tangible and intangible assets20--
Long-term receivables and prepayments21315.000315.000
Prepayments and other current assets22460.566504.030
Cash and cash equivalents24127.767118.785
Total assets of group held for sale10.278.76110.361.341

Liabilities directly related with assets classified as held for sale

Note30 June 202531 Dec 2024
€€
Borrowings28155132
Finance lease liabilities335.501.6095.641.613
Trade and other payables30169.015548.694
Taxation32209.695150.097
Deposits from tenants3123.00223.002
Total liabilities of group held for sale5.903.4766.363.538

Income

Income from continued operations for the period ended 30 June 2025 represents:

a) 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. It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park is currently invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender, however the asset, through the SPV, is planned to be transferred as part of the overall strategy of the Company. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred.

The increase in service charges and utility income during the period is transient, stemming from the fact that the electricity provider in Innovations Terminal changed relevant invoicing process. Since such invoices are re-invoiced to the tenants, the relevant income has increased accordingly

Continued operations30 June 202530 June 2024
€€
Rental income414.164414.437
Service charges and utilities income298.275199.992

Income from discontinued operations for the period ended 30 June 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 (Romania).

Discontinued operations (Note 9)30 June 202530 June 2024
€€
Rental income71.08667.918
Service charges and utilities income8.7668.747

Occupancy rates in the various income producing assets of the Group as at 30 June 2025 were as follows:

Income producing assets

%30 June 202530 June 2024
Innovations Logistics ParkRomania8282

Asset operating expenses

The Group incurs expenses related to the proper operation and maintenance of all properties in Kiev and Bucharest. 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 are all the expenses related to Innovations Logistics Park (Romania) and remaining Ukrainian properties.

Discontinued operations (Note 9)30 June 202530 June 2024
€€
Property related taxes(38.625)(41.153)
Repairs and technical maintenance(12.009)(27.163)
Utilities(279.159)(190.587)
Property security(34.726)(21.589)
Property insurance(1.662)(5.184)
Leasing expenses-(770)

Utilities increase resulted from a change in invoicing process of the electricity provider in Innovations Terminal in Bucharest, matched effectively with the increased service charges and utilities income, as these were invoiced by the Company and included in continued operations.

Administration Expenses

Continued operations30 June 202530 June 2024
€€
Salaries and Wages(6.212)(8.640)
Incentives pursuant to RemCo proposal(327.000)(185.000)
Directors Remuneration(142.500)-
Advisory and broker fees(86.659)(153.229)
Public group expenses(80.250)(79.389)
Corporate registration and maintenance fees(16.210)(21.599)
VAT Expensed(1.563)(1.822)
Audit and accounting fees(30.056)(37.283)
Legal fees(32.944)(23.047)
Depreciation/Amortisation charge(13)(76)
Corporate operating expenses(71.058)(70.926)
Discontinued operations (Note 9)30 June 202530 June 2024
€€
Salaries and Wages(2.676)(12.108)
Advisory fees and broker fees-(2.149)
Corporate registration and maintenance fees(2.244)(5.899)
VAT Expensed(576)(1.021)
Audit and accounting fees(5.358)(5.939)
Depreciation/Amortisation charge-(39)
Corporate operating expenses(2.571)(3.308)

Salaries and wages include the remuneration of the CEO (H12025: €0, H12024: €0), and the administrators in Ukraine. The minimisation of these costs came as a result of the externalization of all HR costs after April 2023, except those in Ukraine, as part of the cost reduction plan adopted by the board.

Incentives provided in H1 2024 to personnel for the successful implementation of Group's plan pursuant to relevant Remuneration Committee proposal dated 7 May 2021 as approved by the BoD on 1 June 2021.

Following relevant confirmation by the board, the Company registered in H1 2025 the remuneration of the board associated with 2024 and 2025.

Accounting and related fees include fees from external accounting services.

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.

Valuation gains / (losses) from investment properties

Discontinued operations (Note 9)

Property Name (€)Valuation gains/(losses)
30 June 202530 June 2024
€€
Kiyanovskiy Residence-109.254
Rozny Lane(48.098)13.416
Innovations Logistics Park186.3424.880
Total138.244127.550

* 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. The first step in the process whereby the presiding committee of the municipality convenes, before the final approval by the City Council, delayed, and following the Russian insurgence of Ukraine, everything has been put on hold. The Management remains confident that the Company will be awarded the lease extension once the war status permits.

In relation to Rozhny asset, and in view of the ongoing conflict in the country, the Management, although receives updated third-party valuation report to monitor effectively the underlying value, decided since H1 2022 accounts to impair the value of the asset at 50% of its value and continues the same in every period since then.

Other operating income/(expenses), net

Continued operations30 June 202530 June 2024
€€
Other income120.409-
Accounts Payable written off24.839-
Other income145.248-
Penalties-(280)
Write off of Receivables(18.077)
Other expenses(1.643)(34)
Other expenses(19.720)(314)
Other operating income/(expenses), net125.528(314)
Discontinued operations (Note 9)30 June 202530 June 2024
Other income-7.764
Accounts Payable written off55.312-
Other income55.3127.764
Penalties(45)-
Other expenses(4.868)(4)
Other expenses(4.913)(4)
Other operating income/(expenses), net50.3997.760

Other operating income/(expenses), net (continued)

Continued operations

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

Amounts written off represent account settlings as part of the transaction with Arcona for the disposal of Aisi Ukraine and Trade Center LLC.

Discontinued operations

Other income in H1 2024 represents income regarding land tax recalculation In Ukrainian properties.

Finance costs and income

Continued operations

Finance income30 June 202530 June 2024
€€
Interest received from non-bank loans17.780145.839
Total finance income17.780145.839
Finance costs30 June 202530 June 2024
€€
Interest expenses (non-bank) (Note 38.1)(6.916)(4.044)
Finance charges and commissions(7.594)(1.332)
Bonds interest(20.587)(23.781)
Total finance costs(35.097)(29.157)
Net finance result(17.317)116.682
Discontinued operations (Note 9)
Finance income30 June 202530 June 2024
€€
Interest received from bank deposits2128
Total finance income2128
Finance costs30 June 202530 June 2024
€€
Finance leasing interest expenses(131.325)(137.985)
Finance charges and commissions(632)(646)
Total finance costs(131.957)(138.631)
Net finance result(131.936)(138.603)

Continued operations

Interest income from non-bank loans, reflects interest on Loan receivables from 3rd parties provided as an advance payment for acquiring a participation in an investment property portfolio (Olympians portfolio) in Romania The funds provided initially with a convertibility option which was not exercised, and is currently treated as a loan. Based on relevant agreement, part of the principal equal to €2,5 million was contributed to a joint venture between the Company and the borrower for the development of logistics assets in Romania. As a result, relevant interest income has been substantially decreased. The remaining principal plus the interest is repaid in installments, expected to be fully repaid by the end of 2025. The loan is bearing a fixed interest rate of 10%.

Interest expenses represent interest charged on non-Bank borrowings (Note 29).

Finance charges and commissions include regular banking commissions and various fees imposed by the Banks. The increase in the period came as a result of the fees associated with the institution with which an account was opened for hosting the dematerialized shares of Arcona Property Fund N.V.

Discontinued operations

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 loss for the period ended 30 June 2025 from continued operations amounted to €41.022 (30 June 2024: profit €23.041).

The exchange loss from discontinued operations for the period ended 30 June 2024 amounted to €112.120 (30 June 2024: loss €45.001) (Note 9).

Tax Expense

Continued operations30 June 202530 June 2024
€€
Income and defence tax expense(3.896)-
Taxes(3.896)-
Discontinued operations (Note 9)30 June 202530 June 2024
€€
Income and defence tax expense(4.424)-
Taxes(4.424)-

For the period ended 30 June 2025 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%.

Investment Property

18.1 Investment Property Presentation

Investment Property consists of the following assets:

Income Producing Assets

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 leasehold part of the property a 10-year extension. The asset sold during 2024 as part of Stage 2 of the transaction with Arcona Property Fund N.V.
  • 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. The first step in the process whereby the presiding committee of the municipality convenes, before the final approval by the City Council, delayed and following the Russian insurgence of Ukraine all decisions have been put on hold. We remain confident that we will be awarded the lease extension once the war status permits.
  • 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.

18.2 Investment Property Movement during the reporting period

Discontinued Operations

30 June 2025 (€)Fair Value movementsAsset Value at the Beginning of the period or at Acquisition/Transfer date
Asset NameTypeCarrying amount as at 30/06/2025Foreign exchange translation differenceFair value gain/(loss) based on local currency valuationsDisposals H1 2025Additions H1 2025Carrying amount as at 31/12/2024
Tsymlyanskiy ResidenceLand1----1
Rozny LaneLand375.427-(48.098)--423.525
Total Ukraine375.428-(48.098)--423.526
Innovations Logistics ParkWarehouse9.000.000(186.342)186.342--9.000.000
Total Romania9.000.000(186.342)186.342--9.000.000
Total9.375.428(186.342)138.244--9.423.526
Discontinued Operations
2024 (€)Fair Value movementsAsset Value at the Beginning of the period or at Acquisition/Transfer date
Asset NameTypeCarrying amount as at 31/12/2024Foreign exchange translation difference (a)Fair value gain/(loss) based on local currency valuations (b)Disposals 2024Transfer to Assets held for saleAdditions 2024Carrying amount as at 31/12/2023
Kiyanovskiy ResidenceLand---(1.131.222)--1.131.222
Tsymlyanskiy ResidenceLand1-----1
Rozny LaneLand423.525-7.235---416.290
Total Ukraine423.526-7.235(1.131.222)--1.547.513
Innovations Logistics ParkWarehouse9.000.000876(710.876)--9.710.000
Total Romania9.000.000876(710.876)---9.710.000
TOTAL9.423.526876(703.641)(1.131.222)--11.257.513

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

Asset NameLocationPrincipal OperationRelated CompaniesCarrying amount as at
30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Tsymlyanskiy ResidencePodil, Kiev City CenterLand for residential DevelopmentLLC Almaz ‑ Pres ‑ Ukraine-1-1
Rozhny LaneBrovary district, KievLand for residential DevelopmentSC Secure Capital Limited-375.427-423.525
Total Ukraine-375.428-423.526
Innovations Logistics ParkClinceni, BucharestWarehouseBest Day Real Estate Srl-9.000.000-9.000.000
Total Romania-9.000.000-9.000.000
TOTAL-9.375.428-9.423.526

18.4 Investment Property analysis

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 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
At the beginning of the reporting period-9.423.526-11.257.513
Disposal of Investment Property---(1.131.222)
Revaluation gains/(losses) on investment property-138.244-(703.641)
Translation difference-(186.342)-876
As at the end of the reporting period-9.375.428-9.423.526
19. Investment Property Acquisitions, Goodwill Movement and Disposals
19.1 Acquisition and disposal of subsidiaries and associates
19.1.1 Disposal of Aisi Ukraine
Aisi Ukraine LLCTrade Center LLCTotal
ASSETS€€€
Non-current assets
Investments Properties1.131.222-1.131.222
Other Non-current assets21-21
Current assets
Prepayments and other current assets22.2171.74523.962
Cash and cash equivalents26-26
Total Assets1.153.4861.7451.155.231
LIABILITIES
Lease Liabilities-39.76039.760
Other liabilities440539979
Total Liabilities44040.29940.739
NET ASSET1.153.046(38.554)1.114.492
Group % Holding100%100%
Net share of the group1.153.046(38.554)1.114.492
Consideration:
Cash paid1.039.194
Receivable shares in Arcona at reporting date769.600
Total Consideration1.808.794
Profit on Disposal694.302

Tangible and intangible assets

As at 30 June 2025 the tangible non-current assets under continued operations were comprised mainly by electronic equipment (mobiles, computers etc.) of a net value of €0 (31 Dec 2024: €13).

As at 30 June 2025 the tangible non-current assets under discontinued operations mainly consisted of the machinery and equipment used for servicing the Group's investment properties in Ukraine and Romania amount to €3.518 (31 Dec 2024 €3.592). Accumulated depreciation as at the reporting date amounts to €23.518 (31 Dec 2024: €3.592).

Long Term Receivables and prepayments

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Long Term Receivables-315.000818315.000
Total-315.000818315.000

Long term receivables under discontinued operations mainly include the cash collateral existing in favor of Piraeus Leasing in relation to Innovations Terminal.

Prepayments and other current assets

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Trade and other receivables1.498.132433.351873.222505.113
VAT and other tax receivables286.33423.389275.99039.847
Deferred expenses2740.60631669
Receivables due from related parties27.9476.54427.9476.680
Loan receivables from 3 rd parties495.254-477.474-
Loan receivable intended to be converted into a JV equity--2.500.000-
Allowance for impairment of prepayments and other current assets-(43.324)-(48.279)
Total2.307.694460.5664.154.664504.030

Continued operations

Trade and other receivables include receivables from tenants and part of the consideration from the sale of 50% of Best Day Srl.

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

Deferred expenses include property taxes and insurance costs.

Loan receivable from 3rd parties represents the remaining principal plus accrued interest from a loan provided as an advance payment for acquiring a participation in an investment property portfolio (Olympians portfolio) in Romania. The loan provided initially with a convertibility option which was not exercised. The loan is bearing a fixed interest rate of 10%. In August 2022 the Company signed with the borrower a Shareholders Agreement for a joint venture for developing logistics properties in Romania. As part of this agreement the Company converted during the current period €2,5 million of the loan into a 50% equity stake of the joint venture company. The objective of this new company, in which borrower is contributing €2,5 million in equity funds too, is to develop a portfolio of logistics properties in Romania with a view of letting them to third party tenants in a market that has very low vacancy and has shown substantial strength and resilience in recent years. The parties are currently in the development stage of two different properties in two different regional cities in Romania.

Since 2024 the loan amount intended to be converted into equity is recorded in different account with no interest accruing. The JV vehicle was set up in 2025 and the conversion has been implemented through an assignment of the receivable to the JV vehicle against relevant participation in a share capital increase. The remaining part of the Olympians Loan is being repaid in regular intervals and is expected to be fully repaid to the Company by the end of 2025.

Discontinued operations

Trade and other receivables represents payables mainly by the tenants.

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

Deferred expenses include legal, advisory, consulting and marketing expenses.

Financial Assets at FV through P&L

30 June 202531 Dec 2024
€€
Arcona shares11.736.63011.660.249
Transfer from Arcona Receivable shares752.411
Addition119.610
FV change in Arcona shares1.29076.381
Arcona shares at reporting date12.609.94111.736.630
Warrants over Arcona shares64.59926.349
FV change in warrants40.56538.250
Arcona warrants at reporting date105.16464.599
Consideration price for the sale of Aisi Ukraine not issued and received yet752.411769.600
Transfer to Arcona shares(752.411)(17.189)
Arcona Receivable shares at reporting date-752.411
Total Financial Assets at FV12.715.10512.553.640
FV change in Arcona shares1.29076.381
FV change in warrants40.56538.250
FV change in Arcona receivable shares-(17.189)
Fair Value loss on Financial Assets at FV through P&L41.85597.442

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 Kiyanovskyi asset in Ukraine to Arcona 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.

At the end of the reporting period the shares are revalued at their fair value based on the NAV per share of Arcona at the same date, and as a result a relevant fair value gain of €1.290 (2024: gain €76.381) is recognized.

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 are 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.

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 period end, these warrants are re-valued to fair value and as a result a relevant gain of €40.565 (2024: gain €38.250) is recognized. The terms and assumptions used for such warrant re-valuation are:

Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 6,99 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: 20,02%
  • Annualized dividend yield on shares: 0,00%
  • 5 year Government Bond rate (weighted average rate of Government Bonds of countries that Arcona is exposed): 5,243%
  • Other Investments

During the period the Company participated with EUR 2,5 million in a share capital increase in the company Sec-Nes Logico Properties Limited, registered in Cyprus, and jointly held with Myrian Nes Limited. The company is used for the implementation of the joint venture plan for developing logistics assets in Romania along with Myrian Nes Limited. The Company's participation in the share capital increase succeeded through the assignment of an equal part of the loan receivable from Myrian Nes Limited, which also participated in the share capital increase with an equal amount. The two parties have agreed to a holding of the joint vehicle of 50% each.

Cash and cash equivalents

Cash and cash equivalents represent liquidity held at banks.

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Cash with banks in USD1.342-922.716-
Cash with banks in EUR189.2406223.11974
Cash with banks in UAH478508223288
Cash with banks in RON26.075127.197101.731118.423
Cash with banks in GBP300-129-
Total217.435127.7671.047.918118.785
26. Share capital
Number of Shares
30 June 202531 Dec 2024
Authorised
Ordinary shares of € 0,01989.869.935989.869.935
Total ordinary shares989.869.935989.869.935
Issued and fully paid
Ordinary shares of €0,01129.191.442129.191.442
Total ordinary shares129.191.442129.191.442
Total129.191.442129.191.442
Nominal value (€)
€30 June 202531 Dec 2024
Authorised
Ordinary shares of € 0,019.898.6999.898.699
Total ordinary shares9.898.6999.898.699
Issued and fully paid
Ordinary shares of €0,011.291.2811.291.281
Total ordinary shares1.291.2811.291.281
Total1.291.2811.291.281

26.1 Authorised share capital

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

26.2 Issued Share Capital

As at the end of 30 June 2025, the issued share capital of the Company was as follows:

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

With a relevant decision of the Extraordinary General Meeting in 10 July 2024, the Company proceeded to the reduction in its share capital with the cancellation of 8.618.997 redeemable preference Class B shares of €0,01 each. The shares were issued in the names of BLUEHOUSE ACCESSION PROPERTY HOLDING III S.A.R.L. and the amount reduced was settled against payment that had already been made to BLUEHOUSE pursuant to a consensual order issued by the District Court of Nicosia in action no. 3362/2018.

26.3 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 2025(as at) 31 December 2024(as at) 31 December 2023
Ordinary shares of €0,01Issued and Listed on AIM129.191.442129.191.442129.191.442
Total number of SharesNon-Dilutive Basis129.191.442129.191.442129.191.442
Total number of SharesFull Dilutive Basis129.191.442129.191.442129.191.442
Options----

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 €147.314 in 30 June 2025, compared to €85.474 profit in 30 June 2024.

Non-Controlling Interests

%Non-controlling interest portion
Group Company30 June 202531 Dec 2024
LLC Almaz-Press-Ukraine45,0045,00
Ketiza Holdings Limited10,0010,00
Ketiza Real Estate Srl10,0010,00
Best Day Real Estate Srl50,00-
29. Borrowings
30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Principal of bank Loans
Loans from other 3 rd parties and related parties (Note 38.4)125.000-497.000-
Overdrafts-155-132
Total principal of bank and non-bank Loans125.000155497.000132
Interests accrued on non-bank loans (Note 38.4)20.267-5 20.240-
Total145.267155517.240132
30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Current portion145.267155517.240132
Non-current portion----
Total145.267155517.240132

Continued Operations

Loans from other 3rd parties and related parties under continued operations include mainly a loan from one Director of €100k provided as bridge financing for future property acquisitions. The loan bears annual interest of 8% (Note 38.4).

Bonds

The Company in order to acquire up to a 50% interest in a portfolio of fully let logistics properties in Romania, the Olympians Portfolio, issued a financial instrument, 35% of which consists of a convertible bond and 65% of which is made up of a warrant. The convertible loan element of the instrument has been redeemed by 30% and at the end of the reporting period the balance stands at €164.150 (2024: €718.499). The instrument bears a 6,5% coupon, had a 7 year term, maturing in July 2024, and is convertible into ordinary shares of the Company at the option of the holder at 25p. starting from 1 January 2018. As at June 2025, the balance of the bonds with interest amounts to €256.013 (2024: €911.602). The Company is in discussions with the bondholders for the extension of the maturity and will provide a further update shortly. All the bondholders have already provided relevant consent, having agreed that during the discussions for the extension and the preparation of the required documentation, the bond loan should not be considered in default.

Trade and other payables

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Payables to third parties1.052.715167.587417.354545.838
Payables to related parties (Note 38.2)1.460.158-939.352-
--
Accruals70.4751.42858.4932.856
Pre-sale advances (Advances received for sale of properties)78.019-837.120-
Total2.661.367169.0152.252.319548.694
30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Current portion2.661.367169.0152.252.319-
Non-current portion---548.694
Total2.661.367169.0152.252.319548.694

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, b) advances for asset sales, and c) guarantee amounts collected from tenants.

Pre-sale advances reflect the advance received in relation to Kiyanovskiy Residence pre-sale agreement, which upon non closing of the said sale, part of which will be returned to the prospective buyer.

Discontinued Operations

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

Deposits from Tenants

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Deposits from tenants non-current-23.002-23.002
Total-23.002-23.002

Deposits from tenants appearing under non-current liabilities include the amounts received from the tenants in Innovations Logistics Park are to be reimbursed to those at the expiration of the lease agreements.

Provisions and Taxes Payables

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Defence tax18.147-34.315-
Corporate income tax - current24.379-45.097-
Other taxes including VAT payable - current24209.695177150.097
Total Provisions and Taxes Payables42.550209.69579.589150.097

Corporate income tax represents taxes payable in Cyprus and Romania.

Other taxes represent local property taxes and VAT payable in Romania.

Finance Lease Liabilities

As at the reporting date the finance lease liabilities consist of the non-current portion of €5.501.609 and the current portion of €0 (31 December 2024: €5.585.320 and €56.293, accordingly).

Discontinued operations

30 June 2025NoteMinimum lease paymentsInterestPrincipal
€€€
Less than one year41.2 & 41.65.729.030227.4215.501.609
Between two and five years---
More than five years---
5.729.030227.4215.501.609
Accrued Interest-
Total Finance Lease Liabilities5.501.609
31 Dec 2024NoteMinimum lease paymentsInterestPrincipal
€€€
Less than one year41.2 & 41.6537.313257.305280.008
Between two and five years5.462.007100.4025.361.605
More than five years---
5.999.320357.7075.641.613
Accrued Interest-
Total Finance Lease Liabilities5.641.613

34.1 Land Plots Financial Leasing

The Group holds land plot in Ukraine under leasehold agreements which in terms of the accounts are classified as finance leases. Lease obligations are denominated in UAH. The Group's obligations under finance leases are secured by the lessor's title to the leased assets. Regarding Tsymlyanskiy, as of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the municipality convenes, before the final approval by the City Council, delayed and following the Russian insurgence of Ukraine all decisions have been put on hold. We remain confident that we will be awarded the lease extension once the war status permits, and we continue calculate relevant future lease obligations.

34.2 Sale and Lease Back Agreements

Innovations Logistics Park

In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Real Estate Srl, through a sale and lease back agreement with Piraeus Leasing Romania SA. As at the end of the reporting period the balance is €5.501.609 (2024: €5.641.613), ), being repayable in monthly tranches until 2026 with a balloon payment of €5.244.926. At the maturity of the lease agreement and upon payment of the balloon Best Day Real Estate Srl will become owner of the asset.

Under the current finance lease agreement the collaterals for the facility are as follows:

  • Best Day Real Estate Srl pledged its future receivables from its tenants.
  • Best Day Real Estate Srl pledged its shares.
  • Best Day Real Estate Srl was obliged to provide cash collateral in the amount of €250.000 in Piraeus Leasing Romania, which had been deposited as follows, half in May 2014 and half in May 2015.
  • 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.

By the end of the period the Company had not received the required approvals from Authorities in relation to the second share premium reduction, and therefore had not proceeded to the distribution of shares and/ or payment of cash to the shareholders and therefore the amount remained as payable.

  • Earnings and net assets per share attributable to equity holders of the parent
  • Weighted average number of ordinary shares
30 Jun 202531 Dec 202430 June 2024
Issued ordinary shares capital129.191.442129.191.442129.191.442
Weighted average number of ordinary shares (Basic)129.191.442129.191.442129.191.442
Diluted weighted average number of ordinary shares129.191.442129.191.442129.191.442
b. Basic diluted and adjusted earnings per share
Earnings per share30 June 202530 June 2024
€€
Profit/ (Loss) after tax attributable to owners of the parent23.122319.336
Basic0,000,002
Diluted0,000,002
  • Basic diluted and adjusted earnings per share from discontinued operations
Earnings per share30 June 202530 June 2024
€€
Profit/ (Loss) after tax from discontinued operations attributable to owners of the parent(359.591)(288.538)
Basic(0,002)(0,002)
Diluted(0,002)(0,002)
d. Net assets per share
Net assets per share30 June 202531 Dec 2024
€€
Net assets attributable to equity holders of the parent4.503.0126.279.629
Number of ordinary shares129.191.442129.191.442
Diluted number of ordinary shares129.191.442129.191.442
Basic0,030,05
Diluted0,030,05

Segment information

Commercial-Industrial

Warehouse segment -Innovations Logistics Park,

Land Assets

Land assets

There are no sales between the segments.

Continued Operations

Profit and Loss for the period ended 30 June 2025

WarehouseResidentialLand PlotsCorporateTotal
€€€€€
Segment profit
Rental income (Note 10)---414.164414.164
Service charges and utilities income (Note 10)---298.275298.275
Profit/(loss) from discontinued operation (Note 9)(99.986)-(48.098)-(148.084)
Fair value gains/(losses) on financial assets---41.85541.855
Segment profit(99.986)-(48.098)754.294606.210
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 27)----(147.314)
Total Comprehensive Income(483.783)

Continued Operations

Profit and Loss for the period ended 30 June 2024

WarehouseResidentialLand PlotsCorporateTotal
€€€€€
Segment profit
Rental income (Note 10)---414.437414.437
Service charges and utilities income (Note 10)---199.992199.992
Profit/(loss) from discontinued operation (Note 9)(11.193)-119.548(190.587)(82.232)
Fair value gains/(losses) on financial assets---146.509146.509
Segment profit(11.193)-119.548570.350678.706
Administration expenses (Note 12)----(581.011)
Other (expenses)/income, net (Note 14)----(314)
Finance income (Note 15)----145.839
Interest expenses (Note 15)----(27.825)
Other finance costs (Note 15)----(1.332)
Foreign exchange losses, net (Note 16)----23.041
Income tax expense (Note 17)-----
Profit from discontinued operations (Note 9)----(206.306)
Exchange difference on translation foreign holdings (Note 27)----85.474
Total Comprehensive Income116.272

* It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park in Romania is currently invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender. However the asset, which are held through the SPV, are planned to be transferred. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred.

Discontinued Operations

Profit and Loss for the period ended 30 June 2025

WarehouseResidentialLand PlotsCorporateTotal
€€€€€
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)

Profit and Loss for the period ended 30 June 2024

WarehouseResidentialLand PlotsCorporateTotal
€€€€€
Segment profit
Rental income (Note 10)67.918---67.918
Service charges and utilities income (Note 10)8.747---8.747
Valuation gains/(losses) from investment property (Note 13)4.880-122.670-127.550
Asset operating expenses (Note 11)(283.324)-(3.122)-(286.446)
Segment profit(201.779)-119.548-(82.231)
Administration expenses (Note 12)----(30.463)
Other (expenses)/income, net (Note 14)----7.760
Finance income (Note 15)----28
Interest expenses (Note 15)----(137.985)
Other finance costs (Note 15)----(646)
Foreign exchange losses, net (Note 16)----(45.001)
Income tax expense (Note 17)-----
Total Comprehensive Income----(288.538)
Total Operations
Balance Sheet as at 30 June 2025
WarehouseLand plotsCorporateTotal
€€€€
Assets
Long-term receivables and prepayments----
Available-for-sale investments--12.715.10512.715.105
Other Investments--2.500.0012.500.001
Assets held for sale9.315.000375.428588.33310.278.761
Segment assets9.315.000375.42815.803.43925.493.867
Prepayments and other current assets---2.307.694
Cash and cash equivalents---217.435
Total assets---28.018.996
Borrowings--145.267145.267
Liabilities associated with assets classified as held for disposal5.524.766-378.7105.903.476
Segment liabilities5.524.766-523.9776.048.743
Trade and other payables---2.661.367
Payable due to shareholders---12.555.448
Taxes payable and provisions---42.550
Bonds---256.013
Total liabilities---21.564.121
Statement of financial position as at 31 December 2024
WarehouseResidentialLand plotsCorporateTotal
€€€€
Assets
Long-term receivables and prepayments818---818
Financial Assets at FV through P&L---12.553.64012.553.640
Assets held for sale9.315.000-423.526622.81510.361.341
Segment assets9.315.818-423.52613.176.45522.915.799
Tangible and intangible assets----13
Prepayments and other current assets----4.154.664
Cash and cash equivalents----1.047.918
Total assets----28.118.394
Liabilities associated with assets classified as held for disposal5.664.746--698.7916.363.537
Borrowings---517.239517.240
Segment liabilities5.664.746--1.216.0306.880.777
Trade and other payables----2.252.319
Taxation----79.589
Payable to shareholders form share premium reduction----11.705.448
Bonds----911.602
Total liabilities----21.829.735
Discontinued operations
Assets and Liabilities held for sale 30 June 2025
WarehouseLand plotsCorporateTotal
€€€€
Assets
Investment properties9.0000375.428-9.375.428
Long-term receivables and prepayments315.000--315.000
Segment assets9.315.00375.428-9.690.428
Prepayments and other current assets---460.566
Cash and cash equivalents---127.767
Total assets---10.278.761
Borrowings155--155
Finance lease liabilities5.501.609--5.501.609
Deposits from tenants23.002--23.002
Segment liabilities5.524.766--5.524.766
Trade and other payables---169.015
Taxation---209.695
Total liabilities---5.903.476
Assets and Liabilities held for sale 2024
WarehouseResidentialLand plotsCorporateTotal
€€€€€
Assets
Investment properties9.000.000-423.526-9.423.526
Long-term receivables and prepayments315.000---315.000
Segment assets9.315.000-423.526-9.738.526
Prepayments and other current assets----504.030
Cash and cash equivalents----118.785
Total assets----10.361.341
Borrowings131---131
Finance lease liabilities5.641.613-.-5.641.613
Deposits from tenants23.002---23.002
Segment liabilities5.664.746---5.664.746
Trade and other payables----548.694
Taxation----150.097
Total liabilities----6.363.538
Geographical information
30 June 202530 June 2024
Income (Note 10)Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Romania-79.852-76.665
Cyprus *712.439-614.429-
Total712.43979.852614.42976.665

* It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park in Romania is currently invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender. However the asset, which are held through the SPV, are planned to be transferred. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred.

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Carrying amount of assets (investment properties)
Ukraine-375.428-423.526
Romania-9.000.000-9.000.000
Total-9.375.428-9.423.526
38. Related Party Transactions
The following transactions were carried out with related parties:
38.1 Income/ Expense
38.1 Expenses
30 June 202530 June 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Incentives pursuant to REMCo proposal (Note 12)327.000185.000
Interest expenses on Director and Management Loans (Note 15)6.916-4.044-
Total333.916-189.044-

Incentives provided to personnel for the successful implementation of Group's plan pursuant to relevant Remuneration Committee proposal dated 7 May 2021 as approved by the BoD on 1st June 2021.

38.2 Payables to related parties (Note 31)

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Payable to Directors487.983-365.776-
Sec South East Continet Unique Real Esate Management Limited106.908-435.588-
Payable to Management865.267-137.988-
Total1.460.158-939.352-

38.2.1 Payable to Directors

The amounts payable represent remuneration and expenses payable to Non-Executive Directors until the end of the reporting period.

38.2.2 Payable to Management

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

38.2.3 Sec South East Continet Unique Real Esate Management Limited

The amount payable represent fees to the company which has externalized the HR costs and is associated with the CEO of the company.

38.3 Loans from SC Secure Capital Limited to the Group's subsidiaries

BorrowerLimitPrincipal as at 30 June 2025Principal as at 31 Dec 2024
€€€
LLC " Almaz-Press-Ukraine"8.236.554250.743282.674
LLC "Aisi Ilvo"150.53715.48917.296
Total8.387.091266.232299.970

A potential Ukrainian Hryvnia weakening/strengthening by 10% against the US dollar with all other variables held constant, would result in an exchange difference on I/C loans to foreign holdings of €26.623, estimated on balances held at 30 June 2025.

38.4 Loans from related parties (Note 29)

30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Loan from Directors and Management125.000-497.000-
Interest accrued on loans from related parties20.267-20.240-
Total145.267-517.240-

Loan from Directors and Management reflect: a) loan from one director of the order of € 100.000 as bridge financing for future property acquisitions, bearing interest 8% annually, b) loans from management of the order of € 25.000 as a result of the transformation of payable incentives into loans, bearing zero interest and maturing in June 2025.

Contingent Liabilities

39.1 Tax Litigation

39.2 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.

39.3 Other Litigation

39.4 Other Contingent Liabilities

The Group had no other contingent liabilities as at 30 June 2025.

Commitments

The Group had no other commitments as at 30 June 2025.

Financial Risk Management

41.1 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 29), bonds (Note 30), trade and other payables (Note 31) deposits from tenants (Note 32), financial leases (Note 34), taxes payable (Note 33) 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.

41.2 Categories of Financial Instruments

Note30 June 202531 Dec 2024
Continued operationsDiscontinued operationsContinued operationsDiscontinued operations
€€€€
Financial Assets
Cash at Bank25217.435127.7671.047.918118.785
Long-term Receivables and prepayments21-315.000818315.000
Financial Assets at FV through P&L2312.715.105-12.553.640-
Prepayments and other receivables222.307.694460.5664.154.664504.030
Total15.240.234903.33317.757.040937.815
Financial Liabilities
Borrowings29145.267155517.240131
Trade and other payables312.661.367169.0152.252.319548.694
Deposits from tenants32-23.002-23.002
Finance lease liabilities34-5.501.609-5.641.613
Share premium Reduction- payable to shareholders3512.555.448-11.705.448-
Taxes payable and provisions3342.550209.69579.589150.097
Bonds30256.013-911.602-
Total15.660.6455.903.47615.466.1986.363.537

41.3 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.

41.4 Economic Market Risk Management

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 2025, cash and cash equivalent (including continued and discontinued operations) financial assets amounted to € 345.202 (31 December 2024: € 1.166.703) of which approx. €986 in UAH and €153.272 in RON (Note 25) 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 € 145.422 (31 December 2024: €517.371) 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.

As at 30 June 2025 the weighted average interest rate for all the interest bearing borrowings of the Group stands at 4,82% (31 December 2024: 5.05%).

The sensitivity analysis for EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 30 June 2025 is presented below:

Actual as at 30.06.2025+100 bps+200 bps
Weighted average interest rate4,82%5,82%6,82%
Influence on yearly finance costs56.470112.941
Actual as at 31.12.2024+100 bps+200 bps
Weighted average interest rate5,05%6,05%7,05%
%Influence on yearly finance costs61.387122.775

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

41.5 Credit Risk Management

41.6 Liquidity Risk Management

Continued Operations

30 June 2025Carrying amountTotal Contractual Cash FlowsLess than one yearFrom one to two yearsMore than two years
€€€€€
Financial assets
Cash at Bank217.435217.435217.435--
Financial Assets at FV through P&L12.715.10512.715.10512.715.105--
Prepayments and other receivables2.307.6942.307.6942.307.694--
Total Financial assets15.240.23415.240.23415.240.234--
Financial liabilities
Borrowings145.267168.51011.621156.888-
Trade and other payables2.661.3672.661.3672.661.367--
Bonds issued256.013272.654272.654--
Share premium Reduction- payable to shareholders12.555.44812.555.44812.555.448
Taxes payable and provisions42.55042.55042.550--
Total Financial liabilities15.660.64515.700.52915.543.640156.888-
Total net (liabilities)/ assets(420.411)(460.295)(303.406)(156.888)-
Discontinued Operations
30 June 2025Carrying amountTotal Contractual Cash FlowsLess than one yearFrom one to two yearsMore than two years
€€€€€
Financial assets
Cash at Bank127.767127.767127.767--
Prepayments and other receivables460.566460.566460.566--
Long-term Receivables and prepayments315.000315.000--315.000
Total Financial assets903.333903.333588.333-315.000
Financial liabilities
Borrowings155155155--
Trade and other payables169.015169.015169.015--
Deposits from tenants23.00223.00223.002--
Finance lease liabilities5.501.6095.729.0305.729.030
Taxes payable and provisions209.695209.695209.695--
Total Financial liabilities5.903.4766.130.8976.130.897--
Total net (liabilities)/ assets(5.000.143)(5.227.564)(5.542.564)-315.000
Continued Operations
31 December 2024Carrying amountTotal Contractual Cash FlowsLess than one yearFrom one to two yearsMore than two years
€€€€€
Financial assets
Cash at Bank1.047.9181.047.9181.047.918--
Prepayments and other receivables4.154.6644.154.6644.154.664--
Financial Assets at FV through P&L12.553.64012.553.64012.553.640--
Long-term Receivables and prepayments818818--818
Total Financial assets17.757.04017.757.04017.756.222-818
Financial liabilities
Borrowings517.240596.76060.000536.760-
Trade and other payables2.252.3192.252.3192.252.319--
Bonds issued911.602911.602911.602--
Share premium Reduction- payable to shareholders11.705.44811.705.44811.705.448--
Taxes payable and provisions79.58979.58979.589-
Total Financial liabilities15.466.19815.545.71815.008.958536.760-
Total net assets/(liabilities)2.290.8422.211.3222.747.264(536.760)818
Discontinued Operations
31 December 2024Carrying amountTotal Contractual Cash FlowsLess than one yearFrom one to two yearsMore than two years
€€€€€
Financial assets
Cash at Bank118.785118.785118.785--
Long-term receivables315.000315.000--315.000
Prepayments and other receivables504.030504.030504.030--
Total Financial assets937.815937.815622.815-315.000
Financial liabilities
Borrowings131131131--
Trade and other payables548.694548.694548.694--
Deposits from tenants23.00223.002--23.002
Finance lease liabilities5.641.6135.999.320537.3135.462.007-
Taxation150.097150.097150.097--
Total Financial liabilities6.363.5376.721.2441.236.2355.462.00723.002
Total net assets/(liabilities)(5.425.722)(5.783.429)(613.420)(5.462.007)291.998
  • Events after the end of the reporting period
  • Approval of share premium reduction

On 02 July 2025 the Company announced that it has obtained from the Cyprus Registrar of Companies the certificate confirming the reduction of the share premium account as approved by shareholders on 23 April 2025, which enables the distribution of Arcona Property Fund N.V shares it holds and/ or cash to its shareholders pro rata to their shareholding.

  • Cut-off date for the distribution and distribution timetable

On 8 September 2025 the Company confirmed that all shareholders holding Company's shares at 5.00 p.m. BST on Monday 15 September 2025 (the "Cut-off Date"), are entitled to the distribution of Arcona property Fund N.V shares and/ or cash, pursuant to the approvals of the shareholders taken on the last two Extraordinary General Meetings.

In addition, the Company announced on 11 September 2025 the distribution timetable as follows:

  • Distribution ex date: 12 September 2025
  • Record date: 15 September 2025
  • Sale of subsidiary

As part of clearing the Group from non-active subsidiaries, the Company sold during July 2025 the entire interest in Myrnes Innovation Park Limited, which remained idle since the restructure made recently in Best Day Srl holding, and in particular the transfer of Best Day Srl shares from Myrnes directly to SPDI.

Contribution of asset in logistics platform

As part of the implementation process in relation to the joint venture with Myrian Nes Limited for the development of a logistics platform in Romania, during September 2025 the Company effectively contributed the 50% of the share capital of Best Day SRL, the SPV holding the Master Leasing agreement with Piraeus leasing regarding Innovations Terminal in Bucharest, to Sec-Nes Logico Properties Limited. The latter is an entity jointly owned with Myrian Nes Limited which will host all relevant investments in logistics assets in Romania. At the same time, Myrian Nes Limited contributed its own 50% share of Best Day SRL into Sec-Nes Logico Properties Limited, making the latter the sole shareholder of the project and marking the commencement of the joint venture between the two parties.

Agreement for sale of Rozhny asset

Since Arcona Property Fund N.V. declined to acquire in 2024 Rozhny asset in Kiev as per initial plans, the Company during 2025 has indicatively agreed to sell the asset in the market for a consideration of $255 thousand. Relevant documentation is currently drafted and the transaction is expected to close in the near future.

Initiation of strike off process in Romania

During September 2025, the Company has initiated the relevant procedures for winding up two Romanian subsidiaries, SPDI Management Srl and Secmon Srl, which remain idle following the externalization of personnel services and the sale of Secmon assets.

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

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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