Eshraq Investments P.j.s.cADX: ESHRAQ

Quarterly Result 1 2025

· Issued by Eshraq Investments P.j.s.c
Eshraq Investments PJSC

Review report and condensed consolidated interim financial information

For the three-month period ended 31 March 2025

Eshraq Investments PJSC Review report and condensed consolidated interim financial information For the three-month period ended 31 March 2025 Table of contents Pages

Report on review of condensed consolidated interim financial information 1 - 2

Condensed consolidated interim statement of financial position 3 - 4

Condensed consolidated interim statement of profit or loss 5

Condensed consolidated interim statement of comprehensive income 6

Condensed consolidated interim statement of changes in equity 7

Condensed consolidated interim statement of cash flows 8 - 9

Notes to the condensed consolidated interim financial information 10 - 31

Grant Thornton Audit and Accounting Limited

- Abu Dhabi

Office 1101, 11'^ Floor

AI Kama la Tower Za ged the 1*' Street Kha lidigo

Abu Dhabi, UAE

T +971 2 666 9750

https://www.g rantthornton.ae

Report on review of the condensed consolidated interim financial information

To the Board of Directors of Eshraq Investments PJSC

Introduction

Y'e have reviewed the accompanying condensed consolidated interim statement of financial position of Eshraq Investments PJSC (the "Company") and its subsidiaries (collectively referred to as "the Group") as at 31 Starch 2025 and the related condensed consolidated interim statement of profit or loss, condensed consolidated interim statements of comprehensive income, changes in equip and cash flows for the three-month period then ended and other related explanatory notes. Management is responsible for the preparation and presentation of this interim financial information in accordance with International Accounting Standard 34 ("I IS 34") /s/rñn F/rav‹/n/ ReQod/sg. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of Review

Y'e conducted our review in accordance with the International Standard on Review Engagements 2410, &r/rw of Interim Financial Information PerformeJ hy the Indef›endent Auditor of the Entity. .S review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

The Group's investments in financial assets at fair value through profit or loss, which are carried in the condensed consolidated interim statement of financial position at AED 695 million (31 December 2024: .LED 671 million), include an investment in Goldilocks of LED 648 million (31 December 2024: LED 659 million).

Y'e were unable to obtain sufficient appropriate audit evidence of certain underlying investments approximating AED 490 million (31 December 2024: AED 497 million) of the can) ing amount of the investment in Goldilocks because we were unable to determine if the valuation methodology and inputs into the determination of this portion of the fair value of Goldilocks were appropriate. Consequently, we were unable to determine the adjustments necessary to this amount. The predecessor auditor also qualified their opinion with respect to these investments of AED 497 million in the audit report on the consolidated financial statements of the Group for the year ended 31 December 2024.

1

â 2025 bra nt Tho rnton UAE - All rights reserved. bra nt Tho rnto n UAE rep resents a II lego I licenses Li ndei- which bra nt Thornton Audit a nd Accoci nting Limite d Co rporation, A Britis h Virgin Is lands ("BVI"] registered Bra nch, opera te in the UAE. These licenses include the Abu Dha bi, Dubai a nd Sha rja h based b ra nc hes - Gra nt Th a rnto n Audit and Accounting Limite d - registered with the Ab u Dha bi Clo bal Ma rket - Grant Thornton ALid it a nd Accounting Limited Corpo ratio n BVI - registered with the Dubai Fina ncia I Services ALithoritg.

"bra nt Thornton" re+ei-s to the brond under which the bra nt Tho rnton memb er firms pi-ovide assurance, tax a nd a dvisor¿ services to their clients a nd/or refers to one or more itember firms, as the context reqhires. GTIL and the itember firms are not a worldwide partners hip. UTIL a nd eac h men ber firm is a sep a rate leg al entity. Services a re de livered bg the me mber +irms. ITIL does not pi-ovide services to clients. GTIL a nd its mem ber firms a re not agents of, and do not oblig ate, one another and a re not lia ble fa r one another's acts or omissions.

grantthornton.ae

Report on review of the condensed consolidated interim financial information (continued)

To the Board of Directors of Eshraq Investments PJSC

Qualified Conclusion

Based on our review, with the exception of the matter described in the preceding paragraph, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting" as issued by the USB.

Other Matter

The condensed consolidated interim financial information of the Group as at and for the three-month period ended 31 hfatch 2024 was reviewed by another auditor, who expressed an unmodified review conclusion dated 14 hfay 2024.

The consolidated financial statements of the Group as at year ended 31 December 2024 were audited by another auditor, who expressed a qualified opinion on those consolidated financial statements on 24 Starch 2025.

ORNTON UAE

a 1



D

1 Bakiy

R

No: 935

Abu Dhabi, United Arab Emirates

Date: 15 May 2025 "'' "

Eshraq Investments PJSC Condensed consolidated interim statement of financial position As at 31 March 2025

31 March

31 December

Assets

Notes

2025

AED'000

(unaudited)

2024

AED'000

(audited)

Non-current assets

Property and equipment

5

3,211

3,363

Right of use assets

19

3,347

3,550

Investment properties

6

699,868

699,868

Financial assets at fair value through other

comprehensive income ("FVOCI")

7

52,354

50,576

Financial assets at fair value through profit or loss

("FVTPL")

9

34,844

-

Wakala investments

12

12,312

12,312

Trade and other receivables - net of current portion

10

33,418

33,418

Total non-current assets

839,354

803,087

Current assets

Inventories

-

25

Trade and other receivables

10

51,109

65,593

Financial assets at fair value through profit or loss

9

660,413

671,360

Debt investment at amortised cost

8

-

7,859

Due from related parties

18

622

624

Cash and bank balances

11

25,345

65,368

Total current assets

737,489

810,829

Total assets

1,576,843

1,613,916

Equity and liabilities Equity

Share capital

13

2,685,286

2,685,286

Share discount

(623,283)

(623,283)

Statutory reserve

14

58,979

58,979

Accumulated losses

(667,560)

(640,528)

Investment revaluation reserve

15

(20,097)

(20,114)

Total equity

1,433,325

1,460,340

Docusign Envelope ID: A650F6CC-CB07-4637-9261-6AF5DC632E95

Eshraq Investments PJSC

Condensed consolidated interim statement of financial position (continued) As at 31 March 2025

31 March

31 December

2025

2024

AED'000

AED'000

Notes

(unaudited)

(audited)

Liabilities

Non-current liabilities

Provision for employees' end of service benefits

692

Bank bottowings

16

116,448

Lease liability

19

2,667

Total non-current liabilities

119,807



120,765

Current liabilities

Trade and other payables

17

14,953

24,123

Bank bottowings

16

4,911

4,804

Lease liability

19

775

762

Deferred tax liability

3,072

3,122

Total current liabilities

23,711

32,811

Total liabilities

143,518

153,576

Total equity and liabilities

1,576,843

1,613,916

To the best of our knowledge, the condensed consolidated interim financial infortnadon presents fairly in all material respects the consolidated financial position, financial peifomance and cash flows of the Group as of, and for, the periods presented therein.



Chairman Chief Executive Officer Director, Finance

The accompanying notes form an integral part of the condensed consolidated interim financial information.

Three-month period ended 31 March

Notes

2025

AED'000

(unaudited)

2024

AED'000

(unaudited)

Revenue from commercial operations

3,930

4,050

Direct operating expenses

(1,165)

(1,132)

Gross profit from commercial operations

2,765

2,918

Finance income

1,871

1,796

Finance costs

(2,115)

(2,473)

Net finance loss

(244)

(677)

Dividend income

Net changes in fair value of financial assets at fair value through profit or loss

9

20

(26,103)

-(305,394)

Net loss from investment activities

(26,083)

(305,394)

Total operating loss

(23,562)

(303,153)

General and administrative expenses

(3,527)

(2,909)

Other income

5

11

Loss before tax for the period

(27,084)

(306,051)

Tax expense

52

-

Loss for the period

(27,032)

(306,051)

Basic and diluted loss per share (AED)

20

(0.0101)

(0.1140)

The accompanying notes form an integral part of the condensed consolidated interim financial information.

Three-month period ended 31

March

Loss for the period

Note

2025

AED'000

(unaudited)

(27,032)

2024

AED'000

(unaudited)

(306,051)

Other comprehensive income:

Items that will not be reclassified subsequently to profit or loss

Net changes in fair value of equity instruments designated at fair value through other comprehensive income

7

19

41

Income tax

(2)

-

Total other comprehensive income

17

41

Total comprehensive loss for the period

(27,015)

(306,010)

The accompanying notes form an integral part of the condensed consolidated interim financial information.

Eshraq Investments PJSC

Condensed consolidated interim statement of changes in equity For the three-month period ended 31 March 2025

Share Share Treasury

Statutory

Accumulated

Investment revaluation

Total

capital discount shares

reserve

losses

reserve

equity

AED'000 AED'000 AED'000

AED'000

AED'000

AED'000

AED'000

Balance at 1 January 2024 (audited) 2,820,433 (623,283) (73,000)

58,979

(23,222)

(47,126)

2,112,781

Loss for the period - - -

-

(306,051)

-

(306,051)

Other comprehensive income for the period - - -

-

-

41

41

Total comprehensive (loss)/income for the - - -period

Treasury shares purchased - - (80)

-

-

(306,051)

-

41

-

(306,010)

(80)

Balance at 31 March 2024 (unaudited)

2,820,433

(623,283)

(73,080)

58,979

(329,273)

(47,085)

1,806,691

Balance at 1 January 2025 (audited)

2,685,286

(623,283)

-

58,979

(640,528)

(20,114)

1,460,340

Cancellation of Treasury shares

-

-

-

-

-

-

-

Loss for the period

-

-

-

-

(27,032)

-

(27,032)

Other comprehensive income for the period

-

-

-

-

-

17

17

Total comprehensive loss for the period

-

-

-

-

(27,032)

17

(27,015)

Balance at 31 March 2025 (unaudited)

2,685,286

(623,283)

-

58,979

(667,560)

(20,097)

1,433,325

The accompanying notes form an integral part of the condensed consolidated interim financial information.

7

Three-month period ended

31 March

Cash flows from operating activities

Notes

2025

AED'000

(unaudited)

2024

AED'000

(unaudited)

Loss before tax

Adjustments for:

Depreciation of property and equipment

5

(27,084)

164

(306,051)

227

Depreciation of right of use assets

19

203

-

Net change in fair value of financial assets at fair value

through profit or loss

9

26,103

305,394

Net fair value gain on investment properties

Amortisation of borrowing cost

16

20

20

Provision for employees' end of service benefits

89

67

Dividend income

(20)

-

Finance income

(1,871)

(1,796

Finance costs

2,135

2,453

Operating cash flows before changes in working capital

(261)

314

Decrease/(increase) in trade and other receivables

16,268

(907)

Decrease in due from a related party

2

2

Increase in inventories

25

(8)

(Decrease)/increase in trade and other payables

(9,169)

863

Cash generated from operations

6,865

264

Employees' end of service benefits paid

(318)

(54)

Net cash generated from operating activities

6,547

210

Cash flows from investing activities

Proceeds from disposal of debt investments at amortised cost

8

7,859

-

Interest received

86

(202)

Dividend received

Proceeds from disposal of financial assets at fair value through other comprehensive income

20

191

-

115

Payments for purchase of financial assets at fair value

through other comprehensive income

(1,950)

-

Payments for purchase of financial assets at fair value

through profit or loss

9

(50,000)

(1,642)

Payments for purchase of property and equipment

5

(12)

-

Net cash used in investing activities

(43,806)

(1,729)

Three-month period ended 31 March

Cash flows from financing activities

Notes

2025

AED'000

(unaudited)

2024

AED'000

(unaudited)

Repayment of bank borrowings

16

(697)

(3,210)

Finance costs paid

(2,067)

(3,157)

Treasury shares purchased

-

(80)

Net cash flows used in financing activities

(2,764)

(6,447)

Net decrease in cash and cash equivalents

(40,023)

(7,966)

Cash and cash equivalents as at 1 January

65,368

55,542

Cash and cash equivalents as at 31 March

11

25,345

47,576

Non-cash transactions:

Acquisition of Wakala investment on settlement of related party receivables

-

11,400

The accompanying notes form an integral part of the condensed consolidated interim financial information.

1 General information

Eshraq Investments PJSC (the "Company") was initially registered as a private joint stock company in the Emirate of Abu Dhabi on 24 December 2006. On 7 July 2011, the Company converted to a public joint stock company. The Company is listed on the Abu Dhabi Securities Exchange.

The Company is registered under commercial license No. 1005631 and Abu Dhabi Chamber of Commerce and Industry membership No. 223393. The registered head office of the Company is at P.O. Box 108737, Abu Dhabi, United Arab Emirates ("UAE").

The Company and its subsidiaries (together referred to as the "Group") are principally engaged in commercial enterprise investment and real estate business which includes development, sale, investment, construction, management and associated services.

The details of principal activities, country of incorporation and operation, and ownership interest of the Company in its subsidiaries are set out below:

Name of the subsidiary Country of incorporation

Legal % of holding

Principal Activities Classification

2025 2024

Eshraq International Company LLC

Cayman Islands

100

100

Real estate

Subsidiary

Beans and Pages Café*

UAE

100

100

Library and café

Subsidiary

Goldilocks Investment Holding-Sole Proprietorship L.L.C**

Investment, UAE 100 100 institution and

Subsidiary

management

Qanat View Real Estate Development Construction - Sole

UAE

100

100

Real estate development

Subsidiary

Proprietorship L.L.C.

construction

Bayfront Waves View Real Estate Development Construction - Sole

UAE

100

100

Real estate development

Subsidiary

Proprietorship L.L.C.

construction

Garden Meadows View Real Estate Development Construction - Sole

UAE

100

100

Real estate development

Subsidiary

Proprietorship L.L.C.

construction

Heights View Real Estate Development Construction - Sole

UAE

100

100

Real estate development

Subsidiary

Proprietorship L.L.C.

construction

Paradise Empire View Real Estate Development Construction - Sole

UAE

100

100

Real estate development

Subsidiary

Proprietorship L.L.C.

construction

Seascape Oasis View Real Estate Development Construction - Sole

UAE

100

100

Real estate development

Subsidiary

Proprietorship L.L.C.

construction

* Entity ceased its operation and was undergoing liquidation during the period. The liquidation was completed in April 2025.

** Dormant entity acquired from a related party.

  1. General information (continued)

    Subsidiary under Eshraq International

    Company LLC

    Country of incorporation

    Legal % of

    holding

    Beneficial

    % of holding

    Principal activities

    Classification

    Nuran Marina Serviced

    Residence LLC*

    UAE

    49%

    100

    Hotel

    apartments

    Subsidiary

    * Eshraq International Company LLC has a 49% ownership in Nuran Marina Serviced Residence LLC and the remaining 51% is held by the heirs of a former board member on behalf of the Company who had irrevocably assigned the beneficial ownership to Eshraq International Company LLC.

    Social contribution

    During the period ended 31 March 2025, the Group has not made any social contributions.

  2. Application of new and revised IFRS Accounting Standards

    1. New and amended standards adopted by the Group

      The following new and revised IFRS Accounting Standards as issued by International Accounting Standards Board (IASB), which became effective for annual periods beginning on or after 1 January 2025, have been applied in these condensed consolidated interim financial information. The application of these revised IFRS Accounting Standards has not had any material impact on the amounts reported for the current and prior periods but may affect the accounting for future transactions or arrangements.

      • Amendments to IAS 21 Lack of Exchangeability

2. 2 Standards and interpretations in issue but not yet effective and not early adopted

At the date of approval of these condensed consolidated interim financial information, the Group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective.

New and revised standards

Amendments to the Classification and Measurement of Financial Instruments

(Amendments to IFRS 9 and IFRS 7)

Effective for annual periods beginning on or after

1 January 2026

Annual Improvements to IFRS Accounting Standards - Volume 11 1 January 2026

Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

1 January 2026

IFRS 18 Presentation and Disclosures in Financial Statements 1 January 2027

IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027

  1. Application of new and revised IFRS Accounting Standards (continued)

    2. 2 Standards and interpretations in issue but not yet effective and not early adopted (continued)

    Management anticipates that these new standards, interpretations and amendments will be adopted in the Group's condensed consolidated financial information for the period of initial application. Management is in process of carrying out an impact assessment with respect to the adoption of these new standards, interpretations and amendments in the consolidated financial statements of the Group in the period of initial application.

  2. Summary of material accounting policies Statement of compliance

    The condensed consolidated interim financial information are prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2024. In addition, results for three-month period ended 31 March 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025.

    Basis of preparation

    These condensed consolidated interim financial information is presented in UAE Dirhams (AED) which is the functional and presentational currency of the Group and all values are rounded to the nearest thousand (AED'000) except when otherwise indicated.

    These condensed consolidated interim financial information has been prepared on the historical cost basis, except for financial assets measured at fair value and investment properties which are carried at fair value.

  3. Accounting policies, estimates and judgements

    The accounting policies, significant judgements, estimates and assumptions applied by the Group in these condensed consolidated interim financial information is consistent with those in the audited annual consolidated financial statements of the Group as at and for the year ended 31 December 2024 except for the adoption of new standards and interpretations effective 1 January 2025 as stated in Note 2 above.

    No income of seasonal nature was recorded in the condensed consolidated financial statements for the three months periods ended 31 March 2025 and 2024.

  4. Property and equipment

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Carrying amount at the beginning of the period/year

    3,363

    6,924

    Additions during the period/year

    12

    2,000

    Transfer to investment property (Note 6)

    -

    (4,284)

    Impairment

    -

    (411)

    Depreciation charge for the period/year

    (164)

    (866)

    Carrying amount at the end of the period/year

    3,211

    3,363

    All of the Group's property and equipment are located in the United Arab Emirates (UAE).

    The depreciation charge has been allocated in the condensed consolidated interim statement of profit or loss as follows:

    Three-month period ended 31

    March

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (unaudited)

    Direct operating expenses

    22

    143

    General and administrative expenses

    142

    84

    164

    227

    6 Investment properties

    Investment properties represent certain plots of land located in the UAE, rented out properties in the UAE and a building in the United States of America ("USA").

    Movement in investment properties is as follows:

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Balance at the beginning of the period/year

    699,868

    687,518

    Transfer from property and equipment (b), (Note 5)

    -

    4,284

    Net increase in fair value

    -

    8,066

    Balance at the end of the period/year

    699,868

    699,868

    As per internal assessment of the management, the fair values assessed of 31 December 2024 are approximates to the fair values as at 31 March 2025.

  5. Investment properties (continued)

    Investment properties are carried at fair value. As of 31 December 2024, the fair value of the investment properties was arrived at on the basis of valuations carried out by accredited independent valuers not related to the Group in accordance with RICS Appraisal and Valuation Manual issued by the Royal Institute of Chartered Surveyors ("RICS"). The valuers are members of professional valuers' associations and have appropriate qualifications and experience in the valuation of properties at the relevant locations. In estimating the revalued amounts of the investment properties, the highest and best use of the properties was considered, and comparable and investment valuation approaches were used. Based on the internal assessment performed, management believes that there is no significant change in the fair value of investment properties during the three-month period ended 31 March 2025.

    The inputs used in the valuation are not based on observable market data, and thus, the valuation techniques were considered to be Level 3 fair value measurement.

    Included in investment properties, a building and a land with a fair value of AED 205,200 thousand (31 December 2024: AED 205,200 thousand) is mortgaged as a security for a loan obtained by the Group from a local bank (Note 16).

    During the three-month period ended 31 March 2025, the Group recognised rental income from renting out investment properties of AED 3,865 thousand (31 March 2024: AED 3,758 thousand).

    In September 2022, the Board of Directors approved the monetization of the Group's land bank in accordance with the Group's business plan. The following transactions demonstrate the Group's progress towards monetizing its land bank:

    1. The Group and a third party (Reportage Prime Properties LLC-Branch of Abu Dhabi 1) have finalised the performance of the terms and conditions, and legal procedures as stated in the sales and purchase agreement (SPA) and property development agreement dated November 2022 for handing over the plot of land in Abu Dhabi to the third party for a total consideration of AED 126,620 thousand.

      The consideration is payable over the next 5 years in periodic cash payments (66% of consideration) and completed units (34% of consideration) by the third party.

      Further, the Group discounted total consideration using three-month EIBOR+ spread of 2.25% to convert into present value of AED 100,065 thousand. In December 2024, the Group agreed with the third party for early buyout plan, and settling the full amount. The consideration finalised in cash payment only, and completed units removed from the settlement. As at 31 March 2025, the net receivable balance amounted to AED 14,721 thousand (31 December 2024: AED 29,721 thousand). No interest income was earned during the period (31 March 2024: AED 433 thousand).

    2. During 2024, the Group relocated its head office to Capital Plaza Office Tower, Corniche. The new office setup costs were capitalised as part of property, and equipment and will be depreciated over their useful lives. As a result of the relocation, the Group's previous head office space, which was classified under property, and equipment, has been reclassified as investment property. The carrying amount of the property at the date of reclassification was AED 4,284 thousand.

  6. Financial assets at fair value through other comprehensive income

    The Group's financial assets at fair value through other comprehensive income comprise of strategic investments in equity securities that were irrevocably designated as measured at FVOCI.

    Financial assets at FVOCI breakdown as at the end of the reporting period comprises the following:

    31 March

    31 December

    2025

    2024

    AED'000

    AED'000

    Unquoted funds (i)

    (unaudited)

    51,926

    (audited)

    50,113

    Quoted equity securities 428 463

    52,354 50,576

    Movement in the balance of financial assets at FVOCI is as follows:

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Balance at the beginning of the period/year

    50,576

    21,450

    Additions

    1,950

    -

    Disposals

    Net change in fair value recognised in other comprehensive

    (191)

    (577)

    income

    19 29,703

    Balance at the end of the period/year 52,354 50,576
    1. Comprised of an investment in an equity stake in a special-purpose vehicle established to develop a plot of land as a luxury branded residence in the UAE.

  7. Debt investment at amortised cost

    Movement in the debt investment at amortised cost is as follows:

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Balance at the beginning of the period/year

    7,859

    7,859

    Amounts received

    (7,859)

    -

    Balance at the end of the period/year

    -

    7,859

    Finance income on debt investment at amortised cost for the period ended 31 March 2025 amounted to AED 86 thousand (31 March 2024: AED 196 thousand).

  8. Financial assets at fair value through profit or loss

    The Group's financial assets at fair value through profit or loss comprise financial assets that are held for trading. The financial assets at FVTPL breakdown at the end of the reporting period comprises the following:

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Current portion:

    Quoted equity securities (i)

    12,644

    12,783

    Unquoted funds (ii)

    647,769

    658,577

    Non-current portion:

    Mandatory convertible bonds (iii)

    34,844

    -

    695,257

    671,360

    1. Comprised of Sharia compliant equity shares quoted in the UAE and denominated in UAE Dirhams (AED).

    2. Comprised of an investment in an open-ended fund (Goldilocks Investment Company Limited ("Goldilocks", or the "Fund")) incorporated in the UAE with the objective to generate return from Middle East region-based instruments.

      In 2022, the Company completed the acquisition of the Fund. The acquisition was completed through a share swap transaction at an agreed swap ratio of 12.61 Company shares to 1 shares of the Fund by issuing 1,385,073 thousand new shares of the Company at par. The Group has 99.485% (31 December 2024: 99.485%) investment in the Fund and designated at financial assets at FVTPL. The Group does not control the Fund and as such, the Group is not involved in the investment decision-making process of the Fund. The Fund is independently managed by its Fund Manager SHUAA GMC Limited. The Fund Manager is not liable for any losses to the Fund. The Group will remain a Limited Partner in the Fund and has no power over the terms of the management agreement including the valuation of the Fund. In 2024, the Group initiated a redemption request to the Fund Manager to redeem its investment for which execution is expected to be commenced during July 2025.

      1. Financial assets at fair value through profit or loss (continued)

    3. During the period, the Group invested AED 50,000 thousand in Shuaa Capital PSC through a Mandatory Convertible Bond (MCB). As per the agreed terms, the MCB will be converted into shares as per SCA Certificate with a lock in period of 14 months from the conversion date, at a conversion price of 32 fils per share. As at the reporting date, the share price of Shuaa Capital PSC was 22.3 fils per share that resulted in a fair value loss of AED 15,156 thousand.

Subsequent to the period end, the MCB was converted into 156,250 thousand shares of Shuaa Capital PSC on 11 April 2025.

Movement in the balance of financial assets at FVTPL is as follows:

31 March

31 December

2025

AED'000

(unaudited)

2024

AED'000

(audited)

Balance at the beginning of the period/year

671,360

1,350,889

Additions

50,000

1,642

Disposals

-

-

Net change in fair value recognised in profit or loss

(26,103)

(681,171)

Balance at the end of the period/year

695,257

671,360

Net change in fair value recognized in the statement of profit or loss includes AED 10,808 (31 December 2024: AED 678,118) thousand incurred as losses by the Company during the period arising mainly from the net change in fair value in Goldilocks Fund which continues to be managed by Fund Manager SHUAA GMC Limited.

  1. Trade and other receivables

31 March

31 December

2025

AED'000

(unaudited)

2024

AED'000

(audited)

Trade receivables (i) (ii)

47,994

63,262

Accrued interest

11,943

11,534

Prepayments

744

327

Other receivables (iii)

23,846

23,888

84,527

99,011

Less: non-current portion (ii)

(33,418)

(33,418)

Current portion

51,109

65,593

  1. Trade and other receivables (continued)

    1. Net receivables from one customer (Reportage Prime Properties LLC-Branch of Abu Dhabi 1) amounting to AED 14,721 thousand (31 December 2024: AED 29,721 thousand) were discounted using three-month EIBOR+ spread of 2.25%. There was no interest income on receivable balance during the period. (31 March 2024: AED 433 thousand) (Note 6).

    2. In September 2022, the Group entered into a sale and purchase agreement ("SPA") with a third party in the UAE for the sale of two plots of land located in JVC-Dubai, UAE for a total consideration of AED 33,134 thousand and an earnout amount upon completion of the project by the third party. The consideration is interest-bearing and was payable after 2 to 4 years after the date of SPA. Interest income during the period ended 31 March 2025 amounted to AED 828 thousand (31 March 2024:

      AED 828 thousand).

    3. Other receivables include Murabaha facility with principal amount of AED 23,000 thousand (31 December 2024: AED 23,000 thousand) entered into between the Group and the Fund (Goldilocks). The Fund is managed by a related party (Note 18). The Murabaha carries a profit rate of 12% per annum (31 December 2024: 10% per annum). The profit which is also accrued at the reporting date on Murabaha for the period ended 31 March 2025 amounted to AED 681 thousand (31 March 2024: AED 92 thousand).

  2. Cash and bank balances

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Cash on hand

    31

    37

    Cash at bank

    21,964

    61,981

    Term deposits 3,350 3,350

    25,345

    65,368

    Less: short-term deposits with original maturity of more

    than three months

    (3,350)

    (3,350)

    Less: restricted cash (28) (28)

    Cash and cash equivalents 21,967 61,990

    Term deposits represent deposits held with financial institutions in the UAE and denominated in AED. These deposits carry an interest rate: 3.9% per annum (31 December 2024: 3.9% - 4.54% per annum).

    Finance income on term deposits for the three-month period ended 31 March 2025 amounted to AED 33 thousand (31 March 2024: AED 37 thousand). Accrued interest on term deposits amounted to AED 45 thousand as at 31 March 2025 (31 December 2024: AED 13 thousand).

    Restricted cash placed in a local bank amounted to AED 28 thousand (31 December 2024: AED 28 thousand).

  3. Wakala investments

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Balance at the beginning of the period/year

    12,312

    11,400

    Additions

    -

    12,312

    Matured

    -

    (11,400)

    Balance at the end of the period/year

    12,312

    12,312

    In 2023, the Group invested AED 11,400 thousand in Wakala deposits held with non-financial institutions in the UAE and denominated in AED. This investment carried a profit rate of 8% per annum with a maturity date of 25 March 2024. Upon maturity, the Group reinvested principal plus profit amounting to AED 12,312 thousand in Wakala deposits and which carry a profit rate of 8% per annum with a maturity date of 29 March 2026.

    Finance income on Wakala investment for the three-month period ended 31 March 2025 amounted to AED 243 thousand (31 March 2024: AED 210 thousand). Accrued profit on Wakala investments amounted to AED 998 thousand as at 31 March 2025 (31 December 2024: AED 756 thousand).

  4. Share capital

    31 March

    31 December

    2025

    2024

    AED'000

    AED'000

    (unaudited)

    (audited)

    Authorised, issued and paid up capital

    2,685,286 thousand (31 December 2024: 2,685,286 thousand)

    ordinary shares of AED 1 each (2024: AED 1 each)

    2,685,286

    2,685,286

  5. Statutory reserve

    In accordance with the Articles of Association of the Company and in line with the provisions of the UAE Federal Law No. 32 of 2021, the Company is required to transfer annually to a statutory reserve account an amount equal to 10% of its annual profit, until such reserve reaches 50% of the share capital of the Company. This reserve is not available for distribution.

  6. Investments revaluation reserve

    Investments revaluation reserve represents the net unrealised gains or losses that are recognised on the financial assets at fair value through other comprehensive income (Note 7).

  7. Bank borrowings

31 March

31 December

2025

AED'000

(unaudited)

2024

AED'000

(audited)

Term loan

Less: Amount due for settlement after 12 months from the end of reporting period/year (classified under non-current

121,359

122,036

liabilities) (116,448) (117,232)

Amount due for settlement within 12 months from the end

of reporting period/year (classified under current liabilities) 4,911 4,804

In 2021, the Group obtained a Sharia-compliant term loan facility from a local bank (First Abu Dhabi Bank PJSC) amounting to AED 140,000 thousand under the terms and conditions defined in the agreement to settle the existing debt exposure of its project loan and to finance general corporate purposes. The loan is repayable in quarterly instalments over a period of 10 years and carries a variable profit rate. The loan is secured by a mortgage over the land and building of the Group located in Al Reem Island (Note 6), Abu Dhabi, and a reserved account maintained in the name of the Group with an amount equal to at least one quarterly instalment of the term loan. The loan was fully drawn as of the reporting date.

As at 31 March 2025, the Group recognised finance costs of AED 2,027 thousand (31 March 2024: AED 2,453 thousand) in relation to this facility.

  1. Bank borrowings (continued)

    Reconciliation of term loans movements to the cash flows arising from financing activities is as follows:

    31 March

    31 December

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (audited)

    Balance at the beginning of the period/year

    122,036

    133,432

    Cash flows

    Loan repaid

    (697)

    (11,425)

    Payment of accrued interest

    -

    (52)

    Other non-cash items

    Accrual of interest

    20

    81

    Balance at the end of the period/year

    121,359

    122,036

  2. Trade and other payables

    31 March

    31 December

    2025

    2024

    AED'000

    AED'000

    (unaudited)

    (audited)

    Trade payables -

    184

    Advances from customers 5,992

    6,496

    Retention payables 2,236

    7,041

    Accruals 1,895

    3,578

    Other payables (i) 4,830

    6,824

    14,953

    24,123

    (i) Includes provision for claims and Board of Directors' remuneration.

  3. Related party balances and transactions

In the ordinary course of business, the Group enters into transactions at agreed terms and conditions which are carried out on commercially agreed terms, with other business enterprises or individuals that fall within the definition of a related party contained in International Accounting Standard 24. Related parties comprise shareholders, directors, key management staff and business entities in which they have the ability to control or exercise significant influence in financial and operating decisions.

Terms and conditions of transactions with related parties

Balances with these related parties generally arise from commercial transactions as per terms agreed between the parties. Balances with related parties reflected in the condensed consolidated interim statement of financial position at the reporting date comprised:

31 March 31 December 2025 2024 AED'000 (unaudited)

AED'000

(audited)

Financial assets at FVTPL:

Shareholder - MCB 34,844 -

Due from a related party:

Entity under common control 17 19

Advance to a director 605 605

622 624

The following balances are related to the entities under common directorship or with common key management personnels:

31 March 31 December 2025 2024 AED'000 (unaudited)

AED'000

(audited)

Financial assets at FVTPL 12,644 12,783

18 Related party balances and transactions (continued)

The following balances are managed by a Fund Manager that is a related party to the Group:

31 March

31 December

2025

AED'000

(unaudited)

2024

AED'000

(audited)

Wakala investment

12,312

12,312

Financial assets at FVOCI

51,927

50,113

Financial assets at FVTPL

647,769

658,577

Debt investments at amortised cost

-

7,859

Interest receivables

3,532

3,984

Other receivables (Murabaha receivable)

23,000

23,000

Significant transactions with the entities under common shareholding/directorship are as follows:

Three-month period ended 31

March

2025

2024

AED'000

AED'000

Purchase of financial assets at FVTPL (MCB) (Note 9)

(unaudited)

50,000

(unaudited)

-

Transactions with the Fund Manager that is a related party to the Group were as follows:

Three-month period ended 31 March

2025

2024

AED'000

AED'000

Interest income

(unaudited)

1,010

(unaudited)

406

Significant transactions with related parties during the period were as follows:

Three-month period ended 31 March 2025 2024 Broker fees paid to related parties: AED'000 (unaudited)

AED'000

(unaudited)

Shareholder 1 3

  1. Related party balances and transactions (continued) Key management compensation

    Three-month period ended 31 March

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (unaudited)

    Short term benefits

    905

    871

    Long term end of service benefits

    147

    96

    1,052

    967

    Aside from advances to director, there were no loans provided to directors as of 31 March 2025 and 31 December 2024.

  2. Right-of use assets and lease liabilities Right-of-use assets

In 2024, the Group relocated its head office, resulting in the recognition of right-of-use assets and corresponding lease liabilities. The new office space has been leased for a term of 5 years. The movements during the year were as follows:

31 March

31 December

Cost

2025

AED'000

(unaudited)

2024

AED'000

(audited)

At 1 January

4,273

-

Additions during the period/year

-

4,273

At 31 March/31 December

4,273

4,273

Accumulated depreciation

At 1 January

723

-

Charge for the period/year

203

723

At 31 March/31 December

926

723

Net carrying amount

3,347

3,550

Lease liabilities

Set below are the carrying amount of lease liability and movement during the period:

31 March

31 December

2025

AED'000

(unaudited)

2024

AED'000

(audited)

At 1 January

3,374

-

Additions

-

4,273

Interest expense

68

111

Payment of lease liabilities

-

(1,010)

At 31 March/31 December

3,442

3,374

  1. Right-of use assets and lease liabilities (continued) Lease liabilities (continued)

    Lease liabilities are presented in the consolidated statement of financial position as follows:

    31 March 31 December 2025 2024 AED'000 (unaudited)

    AED'000

    (audited)

    Current liability 775 762

    Non-current liability 2,667 2,612

    3,442 3,374

  2. Basic and diluted loss per share

    Basic loss per share is calculated by dividing the loss for the period by the weighted average number of shares outstanding during the period.

    Diluted loss per share is calculated by dividing the loss for the period by the weighted average number of shares outstanding during the period, adjusted for the effects of dilutive instruments.

    The following reflects the losses and share data used in the loss per share calculation:

    Three-month period ended 31 March

    Loss for the period (AED'000)

    2025

    (unaudited)

    (27,033)

    2024

    (unaudited)

    (306,051)

    Weighted average number of ordinary shares outstanding (thousand)

    2,685,286

    2,685,290

    Basic and diluted loss per share (AED)

    (0.0101)

    (0.1140)

    In 2024, weighted average number of ordinary shares outstanding were adjusted for treasury shares, which were issued shares but not outstanding.

    As of 31 March 2025, and 2024, the Group has not issued any instruments which would have a diluting impact on loss per share when converted or exercised.

  3. Segment reporting

    The Group's operating segments are established on the basis of those components that are evaluated regularly by Board of Directors (the chief operating decision-maker or "CODM"). They monitor the operating results of the Group's operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on revenues, gross profit and a broad range of key performance indicators in addition to segment profitability.

    For management purposes, at 31 March 2025 and 2024, the Group is organised into five major segments, as follows:

    • Property development

    • Investment properties

    • Hospitality and leisure

    • Investment and asset management

    • Holding

The accounting policies of the reportable segments are the same as the Group's accounting policies described in Note 3. Segment profit represents the profit or loss earned by each segment without allocation of central administration, directors' salaries, finance income and finance costs. This is the measure reported to the CODM for the purposes of resource allocation and assessment of segment performance. The Group operated mainly in one geographical segment, i.e., United Arab Emirates.

Information regarding these segments is presented below.

21 Segment reporting (continued)

Property development

Investment properties

Hospitality and leisure

Investment and asset mgt

Holding

Eliminations

Total

31 March 2025 AED'000

Revenue

Timing of revenue recognition

Overt time -

AED'000

3,866

AED'000

-

AED'000

-

AED'000

-

AED'000

-

AED'000

3,866

At a point in time -

-

64

-

-

-

64

-

3,866

64

-

-

-

3,930

Direct operating expenses -

(1,144)

-

-

-

-

(1,144)

Depreciation -

-

(21)

-

-

-

(21)

Gross profit -

2,722

43

-

-

-

2,765

Net finance loss -

-

-

-

(244)

-

(244)

Dividend Income -

Net changes in fair value of financial assets

at FVTPL -

-

-

-

-

20

(26,103)

-

-

-

-

20

(26,103)

Total operating income/(loss) -

2,722

43

(26,083)

(244)

-

(23,562)

General and administrative expenses -

-

-

-

(3,182)

-

(3,182)

Depreciation -

-

-

-

(345)

-

(345)

Selling and marketing expense -

-

-

-

-

-

-

Change in fair value of assets held for sale -

-

-

-

-

-

-

Other income -

5

-

-

-

-

5

Profit/(loss) for the period -

2,727

43

(26,083)

(3,771)

-

(27,084)

At 31 March 2025

Total assets -

699,868

1,123

759,924

116,941

(1,013)

1,576,843

Total liabilities (2,236)

-

(1,234)

-

(140,611)

563

(143,518)

21 Segment reporting (continued)

Property

development

Investment

properties

Hospitality

and leisure

Investment

and asset mgt

Holding

Eliminations

Total

31 March 2024 Revenue

Timing of revenue recognition

Overt time

AED'000

-

AED'000

3,759

AED'000

-

AED'000

-

AED'000

-

AED'000

-

AED'000

3,759

At a point in time

-

-

291

-

-

-

291

-

3,759

291

-

-

-

4,050

Direct operating expenses

-

(894)

(11)

-

-

-

(905)

Depreciation

-

-

(227)

-

-

-

(227)

Gross profit

-

2,865

53

-

-

-

2,918

Net finance loss

-

-

-

-

(677)

-

(677)

Net changes in fair value of financial

assets at FVTPL

-

-

-

(305,394)

-

-

(305,394)

Total operating income

-

2,865

53

(305,394)

(677)

-

(303,153)

General and administrative expenses

-

-

(49)

-

(2,776)

-

(2,825)

Depreciation

-

-

-

-

(84)

-

(84)

Selling and marketing expense

-

-

-

-

-

-

-

Change in fair value of assets held for sale

-

-

-

-

-

-

-

Other income

-

11

-

-

-

-

11

Profit/(loss) for the period

-

2,876

4

(305,394)

(3,537)

-

(306,051)

At 31 March 2024 Total assets

-

817,931

9,655

1,100,800

39,630

(450)

1,967,566

Total liabilities

7,826

139,289

3,636

1,056

9,068

-

160,875

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