Eshraq Investments P.j.s.cADX: ESHRAQ

Quarterly Result 3 2025

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Eshraq Investments PJSC

Review report and condensed consolidated interim financial information

For the nine-month period ended 30 September 2025

Eshraq Investments PJSC Review report and condensed consolidated interim financial information For the nine-month period ended 30 September 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











Report on review of the condensed consolidated interim financial information To the Shareholders of Eshraq Investments PJSC Introduction

We 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

30 September 2025 and the related condensed consolidated interim statements of profit or loss and comprehensive income for the three-month and nine-month periods then ended, and the condensed consolidated interim statements of changes in equity and cash flows for the nine-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 ("IAS 34") Interim Financial Reporting. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A 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. A 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 879 million, include an investment in an open-ended fund (the "Fund") of AED 828 million as at 30 September 2025.

We were unable to obtain sufficient appropriate audit evidence regarding the fair value of certain underlying investments included in the Fund, amounting to AED 584 million as included in the condensed consolidated interim statement of financial position of the Group, as at 30 September 2025. We were unable to determine if the valuation methodology and inputs used in determining the fair value of the Fund by the Group were appropriate. Consequently, we were unable to determine any adjustments that may have been necessary to this amount.

1







Report on review of the condensed consolidated interim financial information (continued) To the Shareholders 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 IASB.

Other Matter

The condensed consolidated interim financial information of the Group as at and for the nine-month period ended 30 September 2024 was reviewed by another auditor, who expressed an unmodified review conclusion dated 13 November 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 March 2025.



GRANT THORNTON UAE Dr. Osama El Bakry Registration No: 935 Abu Dhabi, United Arab Emirates Date: 13 November 2025

Assets

Restated

Non-current assets

Property and equipment

5

2,960

3,363

Right of use assets

19

2,940

3,550

Investment properties

6

592,368

699,868

Financial assets at fair value through other

comprehensive income

7

50,210

50,576

Wakala investments

12

-

12,312

Trade and other receivables - net of current portion

10

33,418

33,418

Total non-current assets

681,896

803,087

Current assets

Inventories

-

25

Trade and other receivables

10

119,672

65,593

Financial assets at fair value through profit or loss

9

879,068

785,340

Debt investment at amortised cost

8

-

7,859

Wakala investments

12

12,312

-

Due from related parties

18

332

624

Cash and bank balances

11

110,964

65,368

Total current assets

1,122,348

924,809

Total assets

1,804,244

1,727,896

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

(483,842)

(526,548)

Investment revaluation reserve

15

(22,255)

(20,114)

Total equity

1,614,885

1,574,320

Liabilities

(Restated)

Non-current liabilities

Provision for employees' end of service benefits

754

921

Bank borrowings

16

114,691

117,232

Lease liability

19

2,259

2,612

Total non-current liabilities

117,704

120,765

Current liabilities

Trade and other payables

17

62,830

24,123

Bank borrowings

16

5,147

4,804

Lease liability

19

802

762

Tax liability

2,876

3,122

Total current liabilities

71,655

32,811

Total liabilities

189,359

153,576

Total equity and liabilities

1,804,244

1,727,896

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



Chairman Acting Chief Executive


Officer Director, Finance

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

Notes

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Revenue from commercial operations

3,948

4,005

11,711

12,142

Direct operating expenses

(1,179)

(1,181)

(3,366)

(3,441)

Gross profit from commercial operations

2,769

2,824

8,345

8,701

Finance income

2,085

2,439

5,751

6,500

Finance costs

(2,065)

(2,430)

(6,235)

(7,317)

Net finance income/(loss)

20

9

(484)

(817)

Dividend income

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

loss

9

-

(81)

-

6,606

301

43,728

-

(296,668)

Net (loss)/income from investment activities

(81)

6,606

44,029

(296,668)

Total operating income/(loss)

2,708

9,439

51,890

(288,784)

General and administrative expenses

(8,889)

(2,718)

(16,772)

(7,043)

Gain on sale of investment properties

7,488

-

7,488

-

Other income

30

6

42

21

Profit/(loss) before tax for the period

1,337

6,727

42,648

(295,806)

Tax

(327)

-

58

-

Profit/(loss) for the period

1,010

6,727

42,706

(295,806)

Basic and diluted income/(loss) per share (AED)

20

0.0004

0.0025

0.0159

(0.1102)

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

ended 30 September ended 30 September

Profit/(loss) for the period

Note

2025

AED'000

(unaudited)

1,010

2024

AED'000

(unaudited)

6,727

2025

AED'000

(unaudited)

42,706

2024

AED'000

(unaudited)

(295,806)

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

(11)

16

(2,330)

47

Tax

(12)

-

189

-

Total other comprehensive (loss)/income

(23)

16

(2,141)

47

Total comprehensive income/(loss) for the period

987

6,743

40,565

(295,759)

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

Docusign Envelope ID: EDAD9181-8A3C-47BE-9B5C-AD9764A088EA

Eshraq Investments PJSC Condensed consolidated interim financial information Condensed consolidated interim statement of changes in equity

For the nine-month period ended 30 September 2025

Investment

Share

capital

Share

discount

Treasury

shares

Statutory

reserve

Accumulated

losses

revaluation

reserve

Total

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

-

-

-

-

(295,806)

-

(295,806)

Other comprehensive income for the period

-

-

-

-

-

47

47

Total comprehensive (loss)/income for the period

-

-

-

-

(295,806)

47

(395,759)

Treasury shares purchased

-

-

(80)

-

-

-

(80)

Treasury shares cancelled

(135,147)

-

73,080

-

62,067

-

-

Balance at 30 September 2024 (unaudited)

2,685,286

(623,283)

-

58,979

(256,961)

(47,079)

1,816,942

Balance at 1 January 2025 (as previously reported)

2,685,286

(623,283)

-

58,979

(640,528)

(20,114)

1,460,340

Prior period adjustments (Note 26)

-

-

-

-

113,980

-

113,980

Balance at 1 January 2025 (restated)

2,685,286

(623,283)

-

58,979

(526,548)

(20,114)

1,574,320

Profit for the period

-

-

-

-

42,706

-

42,706

Other comprehensive loss for the period

-

-

-

-

-

(2,141)

(2,141)

Total comprehensive income for the period

-

-

-

-

42,706

(2,141)

40,565

Balance at 30 September 2025 (unaudited)

2,685,286

(623,283)

-

58,979

(483,842)

(22,255)

1,614,885

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

7

Nine-month period ended 30

September

Cash flows from operating activities

Notes

2025

AED'000

(unaudited)

2024

AED'000

(unaudited)

Profit/(loss) before tax

Adjustments for:

Depreciation of property and equipment

5

42,648

472

(295,806)

675

Depreciation of right of use assets

19

610

-

Net change in fair value of financial assets at fair

value through profit or loss

9

(43,728)

296,668

Net fair value gain on investment properties

(7,488)

-

Amortisation of borrowing cost

16

61

61

Provision for employees' end of service benefits

176

248

Dividend income

(301)

-

Finance income

(5,751)

(6,500)

Finance costs

6,174

7,256

Operating cash flows before changes in working capital

(7,127)

2,602

Decrease/ (increase) in trade and other receivables

28,244

(17,332)

Decrease in due from a related party

292

7

Decrease/(increase) in inventories

25

(15)

Increase/(decrease) in trade and other payables

38,717

(10,788)

Cash generated from/(used in) operations

60,151

(25,526)

Employees' end of service benefits paid

(343)

(355)

Net cash generated from/(used in) operating activities

59,808

(25,881)

Cash flows from investing activities

Proceeds from disposal of debt investments at amortised cost

8

7,859

-

Interest received

86

2,210

Dividend received

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

7

301

610

-

374

Proceeds from disposal of investment properties

Purchase of financial assets at fair value through other comprehensive income

7

38,330

(2,574)

-

-

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

(69)

(4)

Net cash (used in)/generated from investing activities

(5,457)

938

Nine-month period ended 30 September

Cash flows from financing activities

Notes

2025

AED'000

(unaudited)

2024

AED'000

(unaudited)

Repayment of bank borrowings

16

(2,259)

(7,886)

Repayment of lease liability

19

(505)

-

Finance costs paid

(5,991)

(7,258)

Treasury shares purchased

-

(80)

Net cash flows used in financing activities

(8,755)

(15,224)

Net increase/(decrease) in cash and cash equivalents

45,596

(40,167)

Cash and cash equivalents as at 1 January

61,990

55,542

Cash and cash equivalents as at 30 September

11

107,586

15,375

Non-cash transactions:

Acquisition of Wakala investment on settlement of related party receivables

12

-

12,312

Disposal of Wakala investment

12

-

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

Eshraq International Company LLC

Beans and Pages Café* Goldilocks Investment Holding-Sole Proprietorship L.L.C**

Qanat View Real Estate Development Construction - Sole Proprietorship L.L.C. Bayfront Waves View Real Estate Development Construction - Sole Proprietorship L.L.C. Garden Meadows View Real Estate Development Construction - Sole Proprietorship L.L.C. Heights View Real Estate Development Construction - Sole Proprietorship L.L.C.

Paradise Empire View Real

Estate Development Construction - Sole Proprietorship L.L.C. Seascape Oasis View Real Estate Development Construction - Sole Proprietorship L.L.C.

Country of incorporation Legal % of

holding

Cayman

Islands UAE

100

100

100

100

Real estate Library and café

Subsidiary Subsidiary

UAE

100

100

Investment,

institution and

Subsidiary

UAE

100

100

management

Real estate development

Subsidiary

construction

UAE

100

100

Real estate development

Subsidiary

construction

UAE

100

100

Real estate development

Subsidiary

construction

UAE

100

100

Real estate development

Subsidiary

construction

UAE

100

100

Real estate development

Subsidiary

construction

UAE

100

100

Real estate development

Subsidiary

construction

2025 2024

Principal Classification Activities

* 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.

For the nine-month period ended 30 September 2025

  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. The subsidiary is undergoing liquidation which is expected to be completed in 2026.

    Social contribution

    During the period ended 30 September 2025, the Group has not made any social contributions (30 September 2024: Nil).

  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 this 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 this 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.

Effective for annual periods

New and revised standards

Amendments to the Classification and Measurement of Financial

beginning on or after

Instruments (Amendments to IFRS 9 and IFRS 7) 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 Disclosure 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 is prepared in accordance with International

    Accounting Standard (IAS) 34 Interim Financial Reporting. It does 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 nine-month period ended

    30 September 2025 are not necessarily indicative of the results that may be expected for the financial year ending

    31 December 2025.

    Basis of preparation

    This 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.

    This 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 this 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 nine months periods ended 30 September 2025 and 2024.

  4. Property and equipment

    30 September

    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

    69

    2,000

    Transfer to investment property (Note 6)

    -

    (4,284)

    Impairment

    -

    (411)

    Depreciation charge for the period/year

    (472)

    (866)

    Carrying amount at the end of the period/year

    2,960

    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:

    Nine-month period

    ended 30 September

    2025

    AED'000

    (unaudited)

    2024

    AED'000

    (unaudited)

    Direct operating expenses

    71

    424

    General and administrative expenses

    401

    251

    472

    675

    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:

    30 September

    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

    Disposal (ii)

    (107,500)

    -

    Net increase in fair value

    -

    8,066

    Balance at the end of the period/year

    592,368

    699,868

  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 nine-month period ended 30 September 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 nine-month period ended 30 September 2025, the Group recognised rental income from renting out investment properties of AED 11,647 thousand (30 September 2024: AED 11,282 thousand).

    1. 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 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 30 September 2025, no receivable balance was outstanding pertaining to this sale (31 December 2024: AED 29,721 thousand). Interest income during the period amounted to AED 279 thousand (30 September 2024: AED 1,299 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.

    2. During the period, the Group entered into a sale and purchase agreement (SPA) with a third party for sale of two plots in Al Reem Island Abu Dhabi having a carrying value of AED 107,500 thousand for consideration of AED 114,988 thousand. This transaction generated a gain of AED 7,488 thousand.

  6. Financial assets at fair value through other comprehensive income

    The Group's financial assets at fair value through other comprehensive income (FVOCI) 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:

    30 September

    31 December

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Audited)

    Unquoted funds (i)

    49,823

    50,113

    Quoted equity securities

    387

    463

    50,210

    50,576

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

    30 September

    31 December

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Audited)

    Balance at the beginning of the period/year

    50,576

    21,450

    Additions

    2,574

    -

    Disposals

    (610)

    (577)

    Net change in fair value recognised in other comprehensive

    income

    (2,330)

    29,703

    Balance at the end of the period/year

    50,210

    50,576

    (i) 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:

    30 September

    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 30 September 2025 amounted to AED 86 thousand (30 September 2024: AED 589 thousand).

  8. Financial assets at fair value through profit or loss

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

30 September

31 December

2025

AED'000

(Unaudited)

2024

AED'000

(Audited)

Restated*

Quoted equity securities-current (i), (iii)

51,372

12,783

Unquoted funds-current (ii)

827,696

772,557

879,068

785,340

*Please refer Note 26

  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.

    The Group has been made aware that a significant number of the shares in Goldilocks have been subject to a pledge in favour of a local bank since 2019, provided as security for credit facilities obtained by the previous owners of Goldilocks.

    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 was to 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. The MCB was converted into 156,250 thousand shares of Shuaa Capital PSC on 11 April 2025.

As at the reporting date, the share price of Shuaa Capital PSC was 24.8 fils per share that resulted in a fair value loss of AED 11,250 thousand (30 September 2024: Nil).

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

30 September

31 December

2025

2024

AED'000

AED'000

(Unaudited)

(Audited)

Restated*

Balance at the beginning of the period/year

785,340

1,350,889

Additions

50,000

1,642

Disposals

-

-

Net change in fair value recognised in profit or loss

43,728

(567,191)

Balance at the end of the period/year

879,068

785,340

*Please refer Note 26

Net change in fair value recognized by the Group during the period in the statement of profit or loss includes gain of AED 55,139 thousand (31 December 2024: loss of AED 564,138 thousand) from the net change in fair value of investment in Goldilocks Fund which continues to be managed by Fund Manager SHUAA GMC Limited.

  1. Trade and other receivables

30 September

31 December

2025

AED'000

(Unaudited)

2024

AED'000

(Audited)

Trade receivables (i) (ii) (iii)

109,790

63,262

Accrued interest

15,544

11,534

Prepayments

403

327

Other receivables (iv)

27,353

23,888

153,090

99,011

Less: non-current portion (i)

(33,418)

(33,418)

Current portion

119,672

65,593

  1. Trade and other receivables (continued)

    1. 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 30 September 2025 amounted to AED 2,485 thousand (30 September 2024: AED 2,485 thousand).

    2. At 30 September 2025, the net receivables from Reportage Prime Properties LLC-Branch of Abu Dhabi 1 amounted to Nil (31 December 2024: AED 29,721 thousand). This receivable was discounted using three-month EIBOR+ spread of 2.25%. The interest income on the receivable balance amounted to AED 279 thousand during the period. (30 September 2024: AED 1,299 thousand) (Note 6).

    3. During the period, the Group entered into a sale and purchase agreement (SPA) with a third party for sale of two plots in Al Reem Island Abu Dhabi having a carrying value of AED 107,500 thousand for a consideration of AED 114,988 thousand. As at period end, the outstanding consideration against this sale of plots amounts to AED 76,658 thousand that would be received over the period of twelve months as per the SPA (Note 6).

    4. 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: 12% per annum). The profit which is also accrued at the reporting date on Murabaha for the period ended 30 September 2025 amounted to AED 2,064 thousand (30 September 2024: AED 1,299 thousand).

  2. Cash and bank balances

    30 September

    31 December

    2025

    2024

    AED'000

    AED'000

    (Unaudited)

    (Audited)

    Cash on hand

    30

    37

    Cash at bank

    107,584

    61,981

    Term deposits 3,350 3,350

    110,964

    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 107,586 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 nine-month period ended 30 September 2025 amounted to AED 99 thousand (30 September 2024: AED 111 thousand). Accrued interest on term deposits amounted to AED 112 thousand as at 30 September 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

    30 September

    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 nine-month period ended 30 September 2025 amounted to AED 737 thousand (30 September 2024: AED 717 thousand). Accrued profit on Wakala investments amounted to AED 1,492 thousand as at 30 September 2025 (31 December 2024: AED 756 thousand).

  4. Share capital

    30 September

    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).

16 Bank borrowings

30 September

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 liabilities)

119,838

(114,691)

122,036

(117,232)

Amount due for settlement within 12 months from the end of reporting period/year (classified under current liabilities)

5,147

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, Abu Dhabi (Note 6), 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 30 September 2025, the Group recognised finance costs of AED 5,983 thousand (30 September 2024: AED 7,256 thousand) in relation to this facility.

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

30 September

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

(2,259)

(11,425)

Payment of accrued interest

-

(52)

Other non-cash items

Unwinding of prepaid fees

61

81

Balance at the end of the period/year

119,838

122,036

  1. Trade and other payables

    30 September

    31 December

    2025

    2024

    AED'000

    AED'000

    (Unaudited)

    (Audited)

    Trade payables -

    184

    Advances from customers 55,518

    6,496

    Retention payables 1,385

    7,041

    Accruals 2,199

    3,578

    Other payables (i) 3,728

    6,824

    62,830

    24,123

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

    18 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:

    30 September

    31 December

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Audited)

    Financial assets at FVTPL:

    Shareholder - shares

    38,750

    -

    Due from related parties:

    Entity under common control

    17

    19

    Advance to a director

    315

    605

    332

    624

  2. Related party balances and transactions (continued)

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

30 September

31 December

2025

2024

AED'000

(Unaudited)

AED'000

(Audited)

Financial assets at FVTPL

12,622

12,783

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

30 September

31 December

2025

AED'000

(Unaudited)

2024

AED'000

(Audited) Restated

Wakala investment

12,312

12,312

Financial assets at FVOCI

49,823

50,113

Financial assets at FVTPL

827,696

772,557

Debt investments at amortised cost

-

7,859

Interest receivables

5,409

3,984

Other receivables (including Murabaha receivable)

26,500

23,000

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

Nine-month period ended 30

September

2025

2024

AED'000

AED'000

Purchase of financial assets at FVTPL (Note 9)

(Unaudited)

50,000

(Unaudited)

-

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

Nine-month period ended 30 September

2025

AED'000

(Unaudited)

2024

AED'000

(Unaudited)

Purchase of wakala investment

-

12,312

Disposal of wakala investment

-

11,400

Interest income

2,887

2,605

  1. Related party balances and transactions (continued)

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

    Nine-month period ended 30 September

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Unaudited)

    Broker fees paid to related parties:

    Shareholder

    1

    3

    Key management compensation

    Nine-month period ended 30

    September

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Unaudited)

    Short term benefits

    2,797

    3,124

    Board of Director's renumeration

    1,000

    1,000

    Committee members fees

    310

    60

    Pension

    234

    234

    Long term end of service benefits

    112

    98

    4,453

    4,516

    Aside from advances to director, there were no loans provided to directors as of 30 September 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:

30 September

31 December

Cost

2025

AED'000

(Unaudited)

2024

AED'000

(Audited)

At 1 January

4,273

-

Additions during the period/year

-

4,273

At period/year end

4,273

4,273

Accumulated depreciation

At 1 January

723

-

Charge for the period/year

610

723

At period/year end

1,333

723

Net carrying amount

2,940

3,550

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

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

    30 September

    31 December

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Audited)

    At 1 January

    3,374

    -

    Additions

    -

    4,273

    Interest expense

    192

    111

    Payment of lease liabilities

    (505)

    (1,010)

    At 30 September/31 December

    3,061

    3,374

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

    30 September

    31 December

    2025

    AED'000

    (Unaudited)

    2024

    AED'000

    (Audited)

    Current liability

    802

    762

    Non-current liability

    2,259

    2,612

    3,061

    3,374

    20 Basic and diluted income/ (loss) per share

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

    Diluted income/(loss) per share is calculated by dividing the income/(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 incomes/(losses) and share data used in the income/(loss) per share calculation:

    Nine-month period ended 30 September

    Profit/(loss) for the period (AED'000)

    2025

    (Unaudited)

    42,706

    2024

    (Unaudited)

    (295,806)

    Weighted average number of ordinary shares outstanding (thousand)

    2,685,287

    2,685,287

    Basic and diluted income/(loss) per share (AED)

    0.0159

    (0.1102)

  2. Basic and diluted income/ (loss) per share (continued)

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

    As of 30 September 2025 and 2024, the Group has not issued any instruments which would have a diluting impact on income/(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 30 September 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

30 September 2025

Revenue

Timing of revenue recognition

Over time

AED'000

-

AED'000

11,647

AED'000

-

AED'000

-

AED'000

-

AED'000

-

AED'000

11,647

At a point in time

-

-

64

-

-

-

64

-

11,647

64

-

-

-

11,711

Direct operating expenses

-

(3,295)

-

-

-

-

(3,295)

Depreciation

-

(71)

-

-

-

-

(71)

Gross profit

-

8,281

64

-

-

-

8,345

Net finance loss

-

-

-

-

(484)

-

(484)

Dividend Income

Net changes in fair value of financial assets at FVTPL

-

-

-

301

43,728

-

-

301

43,728

Total operating income/(loss)

-

8,281

64

44,029

(484)

-

51,890

General and administrative expenses

-

-

-

(15,760)

-

(15,760)

Depreciation

-

-

-

-

(1,011)

-

(1,011)

Selling and marketing expense

-

-

-

-

-

-

-

Change in fair value of assets held for sale

-

7,488

-

-

-

-

7,488

Other income

-

42

-

-

-

-

42

Profit/(loss) before tax for the period

-

15,811

64

44,029

(17,255)

-

42,649

At 30 September 2025

Total assets

-

592,368

57

941,590

270,108

121

1,804,244

Total liabilities

3,061

119,838

(393)

-

66,283

570

189,359

26

  1. Segment reporting (continued)

    Property

    development

    Investment

    properties

    Hospitality

    and leisure

    Investment

    and asset mgt

    Holding

    Eliminations

    Total

    30 September 2024

    AED'000

    AED'000

    AED'000

    AED'000

    AED'000

    AED'000

    AED'000

    Revenue

    Timing of revenue recognition

    -

    11,282

    -

    -

    -

    -

    11,282

    Over time

    -

    860

    -

    -

    -

    860

    At a point in time

    - 11,282

    860

    -

    -

    -

    12,142

    Direct operating expenses

    - (2,749)

    (17)

    -

    -

    -

    (2,766)

    Depreciation

    - (251)

    (424)

    -

    -

    -

    (675)

    Gross profit

    - 8,282

    419

    -

    -

    -

    8,701

    Net finance loss

    - -

    -

    -

    (817)

    -

    (817)

    Net changes in fair value of financial

    assets at FVTPL

    - -

    -

    (296,668)

    -

    -

    (296,668)

    Total operating income

    - 8,282

    419

    (296,668)

    (817)

    -

    (288,784)

    General and administrative expenses

    Depreciation

    - -

    (103)

    -

    (6,689)

    -

    (6,792)

    Selling and marketing expense

    - -

    -

    -

    (251)

    -

    (251)

    Change in fair value of assets held for sale

    - 21

    -

    -

    -

    -

    21

    Other income -

    Profit/(loss) for the period

    -

    8,303

    316

    (296,668)

    (7,757)

    -

    (295,806)

    At 30 September 2024

    Total assets

    -

    822,197

    9,200

    1,123,255

    7,911

    (450)

    1,962,113

    Total liabilities

    7,824

    131,551

    3,316

    568

    1,912

    -

    145,171

    27

    Docusign Envelope ID: EDAD9181-8A3C-47BE-9B5C-AD9764A088EA

    Eshraq Investments PJSC Condensed consolidated interim financial information Notes to the condensed consolidated interim financial information (continued)

    For the nine-month period ended 30 September 2025

  2. Contingent liabilities and commitments Contingencies

    There were no contingent liabilities as at 30 September 2025 (31 December 2024: Nil).

    Commitments

    30 September 31 December 2025 2024 AED'000 (Unaudited)

    AED'000

    (Audited)

    Commitments for fixed assets 1,883 1,883

  3. Fair value of financial instruments

The fair value hierarchy levels have been defined as follows:

  • Level 1 - fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2 - fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
  • Level 3 - fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Carrying Fair Value

value

AED'000

Level 1

AED'000

Level 2

AED'000

Level 3

AED'000

Total

AED'000

At 30 September 2025 (unaudited)

Financial assets at FVTPL

879,068

51,372

-

827,696

879,068

Financial assets at FVOCI

50,210

387

-

49,823

50,210

929,278

51,759

877,519

929,278

At 31 December 2024 (audited)

Restated*

Financial assets at FVTPL

785,340

12,783

-

772,557

785,340

Financial assets at FVOCI

50,576

463

-

50,113

50,576

835,916

13,246

-

822,670

835,916

*Please refer Note 26

During the current and prior period, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

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