Review report and condensed consolidated interim financial information
For the three-month period ended 31 March 2025
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.
a 1
D
R
Abu Dhabi, United Arab Emirates
Date: 15 May 2025 "'' "
Eshraq Investments PJSC Condensed consolidated interim statement of financial position As at 31 March 202531 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 MarchNotes | 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 31March
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 ended31 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) |
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.
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.
Application of new and revised IFRS Accounting Standards
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 after1 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
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.
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.
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.
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 31March
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.
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:
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).
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.
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
Balance at the end of the period/year 52,354 50,576Movement 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
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.
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).
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
Comprised of Sharia compliant equity shares quoted in the UAE and denominated in UAE Dirhams (AED).
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.
Financial assets at fair value through profit or loss (continued)
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.
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 |
Trade and other receivables (continued)
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).
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).
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).
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).
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).
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
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.
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).
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.
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
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.
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 624The 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 31March
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 March2025 | 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
Related party balances and transactions (continued) Key management compensation
Three-month period ended 31 March2025
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.
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 |
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
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 MarchLoss 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.
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 |
