FY2025 - Consolidated Financial Statements

CONTENTS

1 Principal activities

2 Operational and financial review and results

1. Operational review

   The Group delivered a strong performance in 2025, achieving higher profitability compared to the prior year. This improvement reflects sustained operational efficiency, disciplined cost management, and growth across key markets. The Group also secured several significant new project wins during the year in the Kingdom of Saudi Arabia, the United Arab Emirates, and Europe, reinforcing its market position and business momentum.

   1. Vedder

      Vedder, the Group's European key business unit, specialising in the superyacht, residence fit-out and private jet market, generated revenue of AED 444.1 million and profit of AED 45.4 million, increase in revenue of AED

      49.6 million or 12.6% on 2024 (AED 394.5 million) and an increase in profit of AED 24.9 million on 2024 (AED 20.5 million).

      Vedder ended the year with AED 823.7 million worth of new project wins. Vedder successfully completed and handed over a number of projects during the year, including both the interior and exterior package of a prominent new-build superyachts and a number of refit and smaller packages.

   2. Depa Interiors

      Depa Interiors is the Group's Middle Eastern business providing fit-out services to the hospitality, residential, commercial, and transport and civil infrastructure sectors. Depa Interiors generated revenue of AED 878.3 million (2024: AED 718.8 million) and a profit of AED 104.7 million (2024: AED 65.9 million).

      Depa Interiors' overall financial performance in 2025 has improved compared to 2024 due to increase in project level profitability.

      Depa Interiors was awarded contracts of AED 756.1 million during the year, with the Kingdom of Saudi Arabia is being regarded as a key market for Depa Interiors.

   3. Deco

      Deco is focused on the high-end retail and commercial fit-out sector In 2025, Deco generated revenue of AED

      183.3 million (2024: AED 191.8 million) and a profit of AED 22.9 million (2024: AED 23.1 million).

      Deco continued its long-term relationships with several major luxury retailers, securing a number of projects during the year for international luxury retailers with an order intake of AED 191.9 million.

   4. Carrara

      Carrara supplies and installs premium marble, stone and granite. In 2025, Carrara generated revenue of AED

      98.3 million (2024: AED 79.5 million) and a profit of AED 10.5 million (2024: AED 1.1 million). Carrara saw a significant improvement in its backlog position in 2025 with new orders totalling AED 149.3 million.

      Carrara successfully handed over a number of residential and hospitality packages in Dubai.

2. Backlog

   Depa's backlog stands at AED 2,399.6 million on 31 December 2025 (2024: AED 2,051.5 million) following a number of major contract awards during the year, including a significant number of project awards in the Kingdom of Saudi Arabia, United Arab Emirates and Europe.

3. Financial review

   1. Financial performance

      During the year ended 31 December 2025, Depa generated revenue of AED 1,575.6 million, a 17.9% increase of AED 239.4 million from 2024 (AED 1,336.2 million). Group's revenue growth during 2025 was supported by strong growth in all the business units of the Group.

      Expenses in 2025 increased by AED 133.1 million to AED 1,407.3 million (2024: AED 1,274.2 million) in line with increase in revenue. Net reversal of provision for impairment of contract assets of AED 10.7 million (2024: AED 39.8 million) primarily relate to Depa Interiors and Carrara for specific project related balances.

      During the year, associates generated a profit of AED 0.9 million (2024: AED 0.8 million) with net finance expense amounting to AED 3.8 million (2024: AED 1.3 million). The Group recognised an income tax expense of AED 21.3 million in 2025 (2024: AED 13.5 million).

      The Group generated net profit of AED 154.8 million (2024: AED 87.8 million).

   2. Cash flow

      Net cash inflows from operating activities amounted to AED 158.2 million (2024: AED 97.2 million) supported by better collections of receivables from customers and effective working capital management.

      Net cash outflows used in investing activities for 2025 amounted to AED 112.8 million (2024: AED 17.4 million).

      During 2025, the Group secured borrowings amounting to AED 15.6 million excluding overdrafts (2024: repaid AED 2.4 million) with net cash inflows from financing activities for the year amounting to AED 0.8 million (2024: AED 14.5 million outflows).

      Foreign exchange differences resulted in positive movement AED 7.3 million (2024: AED 4.5 million negative) mainly due to the fluctuation of the Euro in the reported cash and cash equivalents.

      As a result of the above, the Group ended 2025 with cash and cash equivalents as at 31 December 2025 standing at AED 359.1 million (2024: AED 305.6 million).

   3. Financial position

      The Group reported year-end cash and bank balances of AED 489.3 million (2024: AED 386.0 million) including fixed deposits and restricted cash. Year-end net cash stood at AED 301.1 million (2024: AED 264.2 million) net of bank borrowings and lease liabilities and excluding restricted cash and fixed deposits. Current ratio is reported at 1.49 (2024: 1.44) and total liabilities-to-equity ratio at 1.37 (2024: 1.70).

      At year-end, equity attributable to owners of Depa PLC amounted to AED 644.0 million (2024: AED 467.1 million) and the Group's outstanding ordinary shares at end of 2025 were 1,364,145,794 (issued ordinary shares of 618,452,753 less 4,306,959 treasury shares and issued ordinary Class A shares of 750,000,000).

4. Outlook

   The Kingdom of Saudi Arabia remains a strong market for growth and an expansion target for the Group, with Depa Interiors, Deco and Carrara spearheading this expansion.

   The Group's European business continues to benefit from its leading market position with promising opportunities.

   Following regulatory admission after year-end, the rights issue proceeds were received in early 2026. These proceeds are available to support growth initiatives and capital priorities.

5. Risks and uncertainties

   The Group faces risks from a range of sources that could have a material impact on our financial commitments and future financial performance. The principal risks are determined considering our risk environment. The principal risks facing the Group include the following:

   • Operational risks: work delivery challenges may result in actual costs increasing above previous estimates; failure to continue to win and / or retain contracts on satisfactory terms and conditions; non delivery of projects to client required standards; ineffective management of contracts; serious injury or fatality being sustained by an employee and / or member of the public; and the retention of key management and personnel.

   • Financial and market risks: reduced access to financing facilities necessary to fund the business; inability to maintain a sustainable level of financial performance; interest rate and foreign currency risks; failure to collect major receivables from key clients; and liquidity risks.

   • Strategic risks: adverse changes in economic, regulatory and / or political conditions in the markets in which the Group operates; unforeseen external events and actions which may affect business development and / or project delivery; and material adverse brand and reputational damage.

   The Board recognises that certain risk factors that influence the principal risks are outside of the control of management. The Board is satisfied that these risks are being managed appropriately and consistently in view of the Group's target risk appetite. The set of principal risks should not be considered as an exhaustive list of all the risks the Group faces.

6. Dividend

3 Directors

1. Executive Committee

   Muteb bin Mohammed AI Shathri Committee Chairman 23-Mar-2022 -

   Name Designation

   Marwan Shehadeh Committee Member 23-Mar-2022

1. Audit & Compliance Committee

   Date of Appointment Date of

   Ahmed AI Sulaimani Committee Chairman 15-Dec-2025 -

   Name Designation or Reappointment Resignation

   Sadhak Bindal Committee Member 12-Sep-2023

1. Nomination & Remuneration Committee

Fadi Adel AlSaid Committee Member 24-Mar-2022

1. Auditors

2025

2024

2025

2024

2025

2024

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

2025

2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

1. Basis of preparation

   The consolidated financial statements have been prepared in accordance with and comply with IFRS Accounting Standards and interpretations issued by IFRS Interpretation Committee ("IFRS IC") applicable to companies reporting under IFRS Accounting Standards. The consolidated financial statements have been prepared under the historical cost convention, unless otherwise stated.

   The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

   1. New amendments adopted by the Group

      1 Corporate information

1. • Amendments to IAS 21 - Lack of Exchangeability.

     The Group did not have to change its material accounting policies or made retrospective adjustments as a result of adopting these amended standards.

2. New standards and amendments not early adopted by the Group

   The following new and amended standards which are effective on or after 1 January 2026 and have not been early adopted by the Group. The Group is currently assessing the impact of these standards, and amendments on the future consolidated financial statements of the Group and intends to adopt these, if applicable, when they become effective.

   • Annual improvement to IFRS Accounting Standards - Volume 11 (effective for annual periods beginning on or after 1 January 2026);

     2 Material accounting policies

• Amendments to the Classification and Measurement of Financial Instruments -Amendments to IFRS 9 and IFRS 7 7 (effective for annual periods beginning on or after 1 January 2026);

• Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after 1 January 2026);

• Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37 -

  Disclosures about Uncertainties in the Financial Statements (effective for annual periods beginning on or after 1 January 2027);

• IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027);

• Amendments to IAS 21 - Translation to a Hyperinflationary Presentation Currency (effective for annual periods beginning on or after 1 January 2027);

• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027); and

• Amendments to IFRS 19 Subsidiaries without Public Accountability (effective for annual periods beginning on or after 1 January 2027).

  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Basis of consolidation

   1. Subsidiaries

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

      • recognises any surplus or deficit in profit or loss;

        and

      • reclassifies the parent's share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.

        A listing of Group subsidiaries is set out in note 22.

        consolidated from the date on which control is

        transferred to the Group. They are deconsolidated from the date that control ceases.

        The Group applies the acquisition method of accounting 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 and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

        Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries are consistent with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position respectively.

        If the Group loses control over a subsidiary, it:

      • derecognises the assets (including goodwill) and liabilities of the subsidiary;

      • derecognises the carrying amount of any non-controlling interests;

      • derecognises the cumulative translation differences recorded in equity;

      • recognises the fair value of the consideration received;

      • recognises the fair value of any investment retained;

   2. Associates

      Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. Dividends received from associates reduce the carrying value of the investment in associates. Other post-acquisition changes in the Group's share of net assets of an associate are recognised as follows: (i) the Group's share of profits or losses of associates is recorded in the consolidated profit or loss for the year as the share of results of associates, (ii) the Group's share of other comprehensive income is recognised in other comprehensive income and presented separately, (iii) all other changes in the Group's share of the carrying value of net assets of associates are recognised in profit or loss within the share of results of associates.

      However, when the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

      Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

   3. Joint arrangements

      Under IFRS 11 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

      The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets,

      NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. 1. Changes in ownership interests

      The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Depa PLC.

      Any contributions by the parent towards the accumulated deficit attributable to NCI is treated as transaction with non-controlling interests.

2. Segment reporting

   Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker of the Group is its Group Chief

   currency different from the presentation currency are translated into the presentation currency as follows:

   1. assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of the statement of financial position;

   2. income and expenses for each statement of comprehensive income are translated at average exchange rates during the financial year; and

   3. all resulting exchange differences are recognised as a separate component of equity called "translation reserve".

   On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the consolidated statement of profit or loss as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the consolidated statement of financial position date. Exchange differences arising on translation of these items are recognised in consolidated statement of other comprehensive income.

   Executive Officer. Refer to note 24.

   2.5 Property, plant and equipment

3. Foreign currency translation

   1. Functional and presentation currency

      Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in the United Arab Emirates Dirham ("AED") which is the Company's functional and the Group's presentation currency.

   2. Transactions and balances

      Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss.

      Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any.

      Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

      Land is not depreciated. Depreciation is calculated using the straight-line method to allocate the assets' cost to their residual values over their estimated useful lives. The principal annual rates used for this purpose are as follows:

      Buildings	6 - 15 years
      Machinery, plant and equipment	2 - 15 years
      Motor vehicles	4 - 5 years
      Furniture and office equipment	3 - 5 years

      The estimated useful lives, residual values and depreciation method are reviewed at each year end,

      with the effect of any changes in estimate accounted

   3. Group companies

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Investment properties

   Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost expenditure which are capitalised as and when activities that are necessary to get the investment properties ready for use for the purpose they are intended to. The carrying amount excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value at each reporting period, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the consolidated statement of profit or loss in the year in which they arise.

   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.

2. Goodwill

   Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a potential impairment and is carried at cost less accumulated impairment losses, if any. For the purpose of impairment testing, goodwill is allocated to cash generating units or groups of cash generating units that are expected to benefit from the business combination in which the goodwill arose. An impairment loss is recognised when the carrying value of the cash generating unit or group of cash generating units exceeds its recoverable amount. Impairment

3. Intangible assets

   Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated impairment losses, if any. Amortisation is charged on a straight-line basis over their estimated useful lives. The estimated useful lives are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the acquisition date.

   Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately.

   The intangible assets with following definite useful lives are amortised on straight-line basis:

   Brand name and rights

   Software

   15 years

   3 - 5 years

   Intangible assets residual values, useful lives and impairment indicators are reviewed at each financial year end and adjusted prospectively, if considered necessary. Intangible assets are written down to the recoverable amount if carrying value is higher that recoverable amount.

4. ‌Impairment of non-financial assets

   Goodwill is not subject to amortisation and is tested annually for impairment. Assets that are subject to depreciation/amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Inventories

   Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis and includes expenditure incurred in acquiring the inventories and bringing them to their existing locations and conditions. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

2. Financial assets

   1. Classification

      The Group classifies its financial assets in the following categories:

      • those to be measured subsequently at fair value (either through OCI or through profit or loss), and

      • those to be measured at amortised cost.

        The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

        For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, the Group has made an irrevocable election at the time of initial recognition to account for equity investment at fair value through other comprehensive income (FVOCI).

        The Group reclassifies debt investments when and only when its business model for managing those assets changes.

   2. Recognition, derecognition and measurement

      Regular purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been

      represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method.

      Financial assets at fair value through other comprehensive income (FVOCI) are carried at fair value. After initial measurement, the Group presents fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss when the Group's right to receive payments is established.

      The Group classifies debt instruments at amortised cost using effective interest rate method.

   3. Impairment

      The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets. For trade receivables, amount due from construction contract customers and contract retentions, the Group applies the simplified approach permitted by IFRS 9 "Financial Instruments", which requires expected lifetime losses to be recognised from initial recognition of the receivables and contract assets (note 28).

3. Offsetting financial instruments

   Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

   transferred and the Group has transferred

   substantially all the risks and rewards of ownership. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL),

4. Trade and other receivables

   Trade and other receivables are recognised initially at fair value and subsequently measured at amortised

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Cash and cash equivalents

   In the consolidated statement of cash flows, cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments, which are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less and bank overdrafts. In the consolidated statement of financial position, bank overdrafts are shown within bank borrowings. Term deposits are deposits that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

   All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.

   1. Borrowings

      Bank borrowings are recognised initially at fair value, net of transaction costs incurred. Bank borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated

      statement of profit or loss over the period of the

2. Share capital

   Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

3. Trade and other payables

   Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Trade and other payables are presented as current liabilities unless payment is not due within twelve months after the reporting period.

4. Provisions

   Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest expense. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

5. Financial liabilities

1. Borrowing costs

   General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in consolidated statement of profit or loss in the period in which they are incurred.

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Current and deferred income tax

   The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of profit or loss, except to the extent that it relates to items recognised in comprehensive income or directly in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the consolidated statement of financial position date in the countries where the Company and its subsidiaries operate and generate taxable income.

   Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

   Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally, the Group is unable to control the reversal of the temporary difference for associates.

   Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2. Share-based payments

   The Company had an equity settled share-based compensation plan in place, under which the entity receives services from employees as consideration for share awards. In accordance with IFRS 2, "Share-based payments", the cost of share-based payments awarded is charged to the consolidated statement of profit or loss over the performance and vesting periods of the instruments. The cost is based on the fair value of the awards made at the date of grant adjusted for the number of awards expected to vest. Where awards are settled by the new issue of shares, any proceeds received in respect of share options are credited to share capital and share premium. Share awards are granted by the Company to employees of its subsidiaries. As at 31 December 2025, the Group has share-based payment reserve of AED 2.6 million (2024: AED 2.6 million) included in other reserve in the consolidated statement of changes in equity.

3. Employees' end of service benefits

   In accordance with labour laws prevailing in the countries in which the Company and its subsidiaries operate, the Group provides end of service benefits to its employees. The entitlement to these benefits is usually based upon the employees' salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment.

   Wages, salaries, contributions to pension, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the year in which the associated services are rendered by the employees of the Group. The short-term employee current employee benefits are presented in trade and other payables.

   The Group provides post-employment defined benefit plans under several jurisdictions in which the Group operates. Major jurisdictions in which employees end of service benefits are accrued are United Arab Emirates and the Kingdom of Saudi Arabia. These benefits are currently un-funded. The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit method.

   Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in the other reserves in the consolidated statement of changes in equity. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the consolidated statement of comprehensive income as past service costs.

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Rounding of amounts

   All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest hundred thousand units unless otherwise stated.

2. Revenue recognition

   Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding discounts, rebates, customer returns and other sales taxes or duty. The following specific recognition criteria must also be met before revenue is recognised:

   The Group recognises revenue from contracts with customers based on a five-step model as set out below:

   1. Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.

   2. Identify the performance obligations in the contract: A performance obligation is a promise in

      a contract with a customer to transfer a good or service to the customer.

   3. Determine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

   4. Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Group will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation.

   5. Recognise revenue when (or as) the entity satisfies a performance obligation at a point time or over time.

   The Group satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:

   1. The customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs; or

   2. The Group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

   3. The Group's performance does not create an asset with an alternative use to the Group and the entity has an enforceable right to payment for performance completed to date.

   For performance obligations where any one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied. The Group is required to assess each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method of recognising revenue.

   1. Contract revenue

      The Group provides interior fit out solutions to its customers operating in a wide variety of industries as noted in note 1. The Group has concluded that for its arrangements, it is either creating or enhancing an asset controlled by the customer or it is creating an asset with no alternative use and has an enforceable right to payment for work completed. Therefore, it meets the criteria to recognise revenue over time and measure progress of its projects through the cost to complete method (input method) as it best depicts the transfer of control of products and services under each performance obligation.

      NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. 1. 1. The two or more contracts entered into at or near the same time with the same customer are negotiated as a package, with a single commercial objective;

      2. The amount of consideration to be paid in one contract depends on the price or performance of the other contract; or

      3. The goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation.

         If any of the above criteria is met, the arrangements are combined and accounted for as a single arrangement for revenue recognition.

         Pre-contract cost of obtaining a contract with a customer is recognised as an asset, which is amortised over the term of the contract, if those costs are expected to be recovered.

         The Group provides complete interior fit out solutions to its customers operating in a wide variety of industries as noted in note 1, therefore, the Group assess whether these arrangements can have single or multiple performance obligations under IFRS 15 "Revenue from contracts with customers" based on the nature of interior solutions being offered under that arrangement.

         Factors affecting the conclusion whether an arrangement has single or multiple performance obligations can include (among other factors) customer's expectations from the contract, distinct nature of the products and services degree of integration or inter-relation between the various products and services.

         Revenue is recognised in the consolidated statement of profit and loss to the extent that it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably.

   2. Sale of goods

      Revenue from sale of goods represents the sale of materials. Revenue from sale of goods is recognised at point in time when control of the goods are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. A receivable is recognised when the goods are delivered to the customer as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. The payment terms for the customer are in accordance with each contract with the customer. The Company is considered to be a principal in the arrangement.

2. Leases

   The Group leases various lands, buildings, offices, warehouses, equipment and cars.

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Dividend

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

2. Earnings per share

   The Group presents basic and diluted earnings per share ("EPS") for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.

   Diluted EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company (after adjusting for interest on the convertible bond and other consequential changes in income or expense that would result from the assumed conversion, if any) by the weighted average number of ordinary shares outstanding during the year including the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

3. Finance cost and finance income

   1. Finance costs

      Finance costs comprise interest expense on borrowings, finance charges on leases based on the incremental borrowing rate in accordance with IFRS

      16 Leases that are recognised in consolidated statement of profit or loss and other comprehensive income.

      NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. 1. Finance income

      Interest income on financial assets at amortised cost calculated using the effective interest method is recognised in consolidated statement of profit or loss and other comprehensive income as part of finance income.

      estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

      1. Recognition of revenue from construction contracts

         The Group uses recognition of revenue and profit over time based on progress of its project through cost to complete method which requires the Group to estimate the progress of work performed as a proportion of

         contract costs incurred for work performed to date to

2. Contract retentions

   Contract retentions represent amounts withheld by the customers in accordance with contract terms and conditions. These amounts are to be repaid upon fulfilment of contractual obligations. The amounts are recognised initially at transaction price and subsequently measured at amortised cost, less provision for impairment, if any.

3. Foreign exchange translation reserve

   the estimated total contract costs. Since contract costs can vary from initial estimates, the reliance on the total contract cost estimate represents an uncertainty inherent in the revenue recognition process. Individual contract budgets are reviewed regularly with project leaders to ensure that cost estimates are based upon up to date and as accurate information as possible, and take into account any relevant historic performance experience. Effects of any revision to these estimates are reflected in the year in which the estimates are revised.

   Exchange differences arising on translation of the

   foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

4. Dividend income

1. Construction cost estimates

   The Group uses internal quantity surveyors together with project managers to estimate the costs to complete for construction contracts. Factors such as changes in material prices, labour costs, defects liability costs and other costs are included in the construction cost estimates based on best estimates.

   Dividend income is recognised when the rights to

   3 Critical accounting estimates and judgements

1. Contract variations

   Contract variations are recognised as revenue to the extent that it is highly probable that they will result in revenue and a significant reversal in revenue will not occur and which can be reliably measured, this requires the exercise of judgement by management based on prior experience, application of contract terms and relationship with the contract owners.

2. Recoverability of contract receivables, retentions and amounts due from contract customers

   Management has estimated the recoverability of contract receivables, retentions and amount due from customers and has considered the allowance required. Management has estimated the allowance for contract receivables, retentions and amount due from contract customers on the basis of prior experience, the current economic environment, the status of negotiations as well as forward-looking estimates at the end of each reporting period (refer note 28). Estimating the amount of the allowance requires significant judgement and the use of

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Employees' end of service benefits

   The cost of the end of service benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate and future salary increases. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about the assumptions used are set out in note 19.

   Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income.

   Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group records provisions based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues, depending on the conditions prevailing in the respective Group company's domicile.

   1. Critical judgements

      1. Joint operations

   The Group reports its interests in jointly controlled entities as joint operations when the Group has direct right to the assets, and obligations for the liabilities, relating to an arrangement. In this case it accounts for each of its assets, liabilities and transactions, including its share of those held or incurred jointly, in relation to the joint operation.

   Management has evaluated its interest in its joint arrangements and has concluded them to be joint

   operations.

2. Impairment of goodwill

   Determining whether goodwill is impaired requires an estimation of the recoverable amount which is higher of fair value less cost to sell or value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, tax rates, appropriate discount rates and working capital requirements. These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. Refer to note 9 for further details.

3. Taxes

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

5 Income tax and zakat expense

1. Income tax and zakat recognised in the consolidated financial statements:

   AED million

   	2025	2024
   Income tax and zakat expense	21.3	13.5
   	21.3	13.5
   Effective tax rate from taxable operations:
   Profit before tax and zakat from operations which are taxable	211.4	131.8
   Loss before tax and zakat from operations which are taxable	(35.3)	(30.5)
   Profit before tax and zakat	176.1	101.3
   Total income tax and zakat expense during the year	(21.3)	(13.5)
   Effective tax rate on profit from operations which are taxable	12.1%	10.2%
   Income tax and zakat	(21.3)	(13.5)
   Tax and zakat on profit from operations which are taxable	(21.3)	(13.5)

   The relationship between tax expense and the accounting profit is as follows:

   AED million

   	2025	2024
   Profit before tax and zakat	176.1	101.3
   Tax and zakat at the domestic rates applicable to profits in countries where the Group operates	(21.3) (13.5)

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

1. Tax and zakat balances

   The following is the analysis of tax and zakat balances presented in the consolidated statement of financial position:

   AED million

   	2025	2024
   Deferred tax liabilities	15.7	9.8
   Income tax payable	1.5	2.5

   Differences between IFRS Accounting Standards and statutory taxation regulations in give rise to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their tax bases. The tax effect of the movements in these temporary differences was not material to the consolidated financial statement.

2. OECD Pillar Two

6 Basic and diluted earnings per share

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

‌7 Property, plant and equipment

‌8 Intangible assets

‌9 Goodwill

1. Annual test for impairment

   The Group carried out an impairment test for goodwill allocated to Vedder during the year. The recoverable amount of the cash generating unit has been estimated and is based on the higher of fair value less cost to sell or value in use calculated using cash flow projections approved by senior management covering a five-year period. The cashflow projections beyond the five-year period is extrapolated using the growth rate mentioned below. Management concluded that no impairment was required.

2. Key assumptions used

   The calculation of value in use is sensitive to the following assumptions:

   • Growth rate;

   • Discount rate; and

   • Earnings before interest and tax (EBIT) rate.

‌10 Investment in associates

‌11 Investment properties

‌12 Trade and other receivables

‌13 Due from construction contract customers

‌14 Inventories

‌15 Share capital

1. Share premium

   In 2022, the Group issued 750,000,000 new Class A shares at a value of AED 0.2 per share with a nominal value of AED 0.000003 per share. As a result, the Group had recorded a share premium of AED 150.0 million in consolidated statement of financial position. As at 31 December 2025, the share premium was AED 322.1 million (31 December 2024: AED 322.1 million).

2. Amendment to Company's Article of Association

‌16 Treasury shares

17 Statutory reserve and other reserve

18 Borrowings

1. Bank loans

   The Group has secured two loan facilities of EUR 3.6 million from German banks which have interest rates ranging between 3% - 3.1% per annum.

2. Covenants

   Bank borrowings with debt covenants relates to Vedder and it is required to maintain financial ratios in respect of its financial information i.e. (i) an equity ratio, calculated on the basis of adjusted total assets as at 31 December, of not less than 15%, subject to a minimum equity amount of EUR 25 million, and (ii) a net debt to EBITDA ratio not exceeding 3.0, the Group was in compliance with the covenants.

3. Securities

‌19 Employees' end of service benefits

20 Trade and other payables

‌21 Related parties

1. Commercial transactions

   The Group receives and provides services to related parties in the normal course of business. These services consist of construction/fit-out work, leasing office space or land and use of specialised skills on certain projects. In addition, the Group purchases supplies and inventory from certain related parties. Pricing policies and terms of related party transactions are approved in accordance with the Group's Corporate Governance policies, addressing related party transactions and conflicts of interest. Transactions with the related parties are unsecured and settled in cash. The tables below summarise amounts due to and due from related parties, as well as amounts included in expenses and management remuneration:

   AED million

   	2025	2024
   Amounts due from related parties (refer note 12)
   Entities with common ownership and/or management
   Lindner AG	9.0	9.0
   	9.0	9.0
   Amounts included in trade receivables, contract retention and amounts due from customers on construction contracts are the following related party balances
   Shareholder
   AF Construction LLC	0.9	5.9
   Entities with common ownership and/or management
   Red Sea Global Company	447.1	101.5
   East Shura III Real Estate Company	123.5	5.7
   The West Shura III Company	5.1
   Mr. Ahmed Ramdan	-	3.5
   Neom Company	0.5	4.3
   Boutique Hospitality Group	-	6.5
   	577.1	127.4

   During 2024, the Group engaged with the customer (a related party) to recover outstanding retention balance amounting to AED 18.2 million and signed a settlement agreement on 13 February 2024 for AED 15.0 million.

   As at 31 December 2025, the provision for impairment on due from related balances amounted to AED 12.1 million (2024: AED 12.1 million).

   	AED million
   	2025	2024
   Amounts included in cash and bank balances
   Entities with common ownership and/or management
   Riyad Bank	-	47.8
   	-	47.8

   The credit risk in relation to balances due from related parties is disclosed in note 28.

   Amounts due to related parties (note 20) Joint Operations
   Amounts due to joint operating partners	0.8	0.8
   Lindner Depa Interiors LLC	8.8	8.8
   	9.6	9.6
   Amounts included in trade and other payables
   Entities with common ownership and/or management
   Red Sea Global Company	84.8	63.3
   The West Shura III Company	14.8	-
   East Shura III Real Estate Company	7.3	27.3
   	106.9	90.6
   Related party transactions Entities with common ownership and/or management
   Revenue
   Red Sea Global Company	156.7	499.4
   East Shura III Real Estate Company	16.1	29.3
   The West Shura III Company	7.4	-
   Mr. Ahmed Ramdan	0.6	5.6
   Neom Company	-	4.3
   Al Futtaim Group	0.9	3.3
   	181.7	541.9

2. Compensation of key management personnel

‌22 Subsidiaries

Holding %

1. Subsidiaries of Depa Plc

   Name of subsidiary	Country	2025	2024	Principal activities
   Depa United Group PJSC	ARE	100%	100%	Strategic management
   Depa Beta Investments LLC	ARE	100%	100%	Strategic management

2. Subsidiaries of Depa United Group PJSC

Short code Country Short code Country

‌24 Segment information

1. Vedder

   • Interior fit-out solutions, including contracting, manufacturing and supply, specialising in luxury super yachts, private jets and residences.

   • Primarily operates in Europe and the United States of America.

2. Depa Interiors

   • Interior fit-out solutions, including contracting, manufacturing and supply, specialising in luxury hotels, villas, residential, hospitality and public buildings.

   • Primarily operates in the Middle East.

3. Deco

   • Interior fit-out solutions, including contracting, manufacturing and supply, specialising in the high-end luxury retail sector.

   • Primarily operates in the Middle East.

4. Carrara

   • Supply and install premium marble, stone and granite.

   • Primarily operates in the Middle East.

5. Investments and others

   • Strategic management activities at a corporate level.

   • Corporate services and head office function.

   • Activities are geographically spread.

   • Primarily operates in the Middle East.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 (CONTINUED)

‌25 Cash and cash equivalents

1. Net cash reconciliation (excluding restricted cash)

   AED million

   	2025	2024
   Cash and cash equivalents (excluding overdraft)	359.1	305.6
   Borrowings - repayable after one year	(15.6)	-
   Net cash (excluding lease liabilities)	343.5	305.6
   Lease liabilities	(42.4)	(41.4)
   Net cash	301.1	264.2
   	AED million
   	2025	2024
   Cash and cash equivalent (excluding overdraft)	359.1	305.6
   Borrowings - variable interest rates (including overdrafts)	(15.6)	-
   Net cash (excluding lease liabilities)	343.5	305.6
   Lease liabilities	(42.4)	(41.4)
   Net cash	301.1	264.2

2. Net debt reconciliation