Esterad Investment Co. BscBAHRAIN: ESTERAD

AGM & EGM Proxy 2025 - English

· Issued by Esterad Investment Co. Bsc
ESTERAD INVESTMENT COMPANY BSC CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2025 CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2025

CONTENTS Page

Chairman's statement 1 - 4

Independent auditors' report to the shareholders 4 - 7

Consolidated financial statements

Consolidated statement of financial position 8

Consolidated statement of profit or loss 9

Consolidated statement of comprehensive income 10

Consolidated statement of changes in equity 11 - 12

Consolidated statement of cash flows 13

Notes to the 2025 consolidated financial statements 14 - 49

CHAIRMAN'S STATEMENT To our shareholders,

On behalf of the Board of Directors and management team, I am pleased to present Esterad Investment Company BSC ("Esterad" or the "Company") annual report for the year ended 31 December 2025. This year marked an important phase in our strategic journey, defined by disciplined execution, portfolio repositioning, and the continued strengthening of our investment platform. Despite an evolving global landscape, Esterad delivered solid financial performance while advancing key strategic initiatives that position the Company for sustainable long-term growth.

Performance Overview

The past year marked a defining period for Esterad as we reinforced the foundations of the Company and strengthened its long-term financial resilience. In 2025, Esterad delivered a 10% increase in net profit attributable to shareholders, reflecting the strength of our underlying platform and the disciplined execution of our strategic priorities. Earnings per share rose to 41.8 fils from 39.9 fils in 2024, demonstrating our continued commitment to delivering sustainable value to our shareholders.

Over the course of the year, our primary focus was the optimisation of our balance sheet and the acceleration of our deleveraging programme. We took decisive steps to reduce leverage, enhance liquidity and improve the efficiency of our capital structure. Profitability growth was driven largely by prudent cost management and a significant reduction in finance costs, as we continued to proactively prepay debt facilities. These efforts were built on the substantial debt reduction achieved in late 2024 following the sale of the Amwaj Beachfront asset, which marked a pivotal step in strengthening the Company's financial position.

Today, Esterad stands on firmer financial ground. Our improved leverage profile strengthened liquidity position and growth in shareholders' equity provide us with greater flexibility and resilience in an evolving market environment. This disciplined approach to financial management has not only enhanced earnings quality but has also positioned the Company to capitalise on emerging opportunities from a position of strength.

Looking ahead, we remain committed to a prudent and selective capital allocation strategy. We will continue to focus on high-quality investments with strong fundamentals and long-term income visibility, while maintaining rigorous risk management standards. The Board remains confident that our disciplined investment philosophy and strengthened balance sheet will support sustainable growth and consistent value creation for our shareholders in the years to come.

Strategic & Corporate Developments

During the year, Esterad made significant progress in executing its long-term strategy and strengthening its regional and international footprint.

A key milestone was the establishment of Esterad Capital Limited in the Dubai International Financial Centre, licensed by the Dubai Financial Services Authority. This platform enhances our asset management capabilities and expands our ability to access regional and international capital while offering institutional-quality investment solutions. The appointment of an experienced leadership team further strengthens our ability to originate and manage high-quality opportunities across markets.

In parallel, Esterad continued to grow its investment portfolio across income-generating and high-growth sectors. During the year, three funds were successfully launched across our licensed asset management platforms, Esterad Capital and Esterad Bank. These managed funds acquired investments in a travel centre in the United States, a domestic real estate commercial asset and a specialised leading healthcare facility in Bahrain, reflecting our focus on essential and defensive sectors with strong income visibility and long-term growth potential.

We also advanced our strategy of disciplined exits and value realisation. Notably, the successful exit from a labor camp investment located in the UAE, which has generated significant liquidity and reinforced our ability to navigate complex market conditions while delivering attractive outcomes for investors.

CHAIRMAN'S STATEMENT (continued) ESG and Sustainable Value Creation

At Esterad, sustainability and responsible investing remain integral to our strategy and decision-making. We continue to incorporate environmental, social, and governance principles across our investment processes, risk management frameworks, and corporate practices.

Our approach is guided by a commitment to ethical governance, transparency, and long-term stewardship. We prioritise investments that create value not only for our shareholders but also for the communities and markets in which we operate. This includes supporting sectors such as healthcare, infrastructure, and operational real estate that deliver tangible economic and social impact.

We also remain focused on enhancing governance standards, strengthening risk oversight, and embedding sustainability considerations across our operations and investment lifecycle.

Dividend Recommendation

In line with the Company's strong performance, solid financial position, and confidence in its long-term outlook, the Board of Directors is pleased to recommend a dividend distribution to shareholders for the financial year ended 31 December 2025, subject to regulatory and shareholder approvals at the upcoming Annual General Meeting. This recommendation reflects our continued commitment to delivering sustainable returns while maintaining the flexibility to pursue attractive growth opportunities.

Future Outlook

As we move into 2026, Esterad remains focused on building on its momentum and advancing its strategic priorities. Our key focus areas include scaling our asset management platform in the UAE, expanding into resilient and income-oriented sectors, enhancing recurring income streams, and continuing disciplined capital allocation.

We are confident that our strengthened platform, diversified portfolio, and experienced team position us well to capitalise on emerging opportunities and navigate evolving market dynamics. We will continue to pursue high-quality investments, strategic partnerships, and innovative structures that deliver consistent and sustainable value.

Appreciation and Recognition

On behalf of the Board of Directors, I would like to express our sincere appreciation to the Wise Leadership of the Kingdom of Bahrain, led by His Majesty King Hamad bin Isa Al Khalifa, King of the Kingdom of Bahrain, and guided by His Royal Highness Prince Salman bin Hamad Al Khalifa, Crown Prince and Prime Minister, for their continued vision and support, which provide a strong foundation for economic growth and investment. We also extend our gratitude to the Central Bank of Bahrain, the Dubai Financial Services Authority, and all regulatory authorities for their guidance and oversight.

We thank our shareholders for their continued trust and confidence, our partners and clients for their collaboration, and our dedicated employees for their commitment and professionalism. Their collective efforts have been instrumental in Esterad's achievements.

Together, we remain committed to delivering sustainable growth, innovation, and long-term value, ensuring that Esterad continues to build on its legacy as a trusted investment partner for generations to come.

j•j ESTERAD

CHAIRMAN'S STATEMENT (continued)

The table below that shows the remuneration of members of the Board of Directors and the Executive Management for the fiscal year ended 31 December 2025.

First: Board of Directors' Remuneration Details:






End-of-service award

Aggregate amount (Does not include expense allowance)

Expenses Allowance

Remunerations of the Chairman and Board

Total allowance for attending Board and committee

Others

Total

Remunerations of the Chairman and Board

Incentive plans

Others

Total

First: Independent Directors:

1- Fahad Yateem

30,000

3,500

33,500

-

33,500

2- Razi Almurbati

27,500

5,500

-

|

33,000

-

33,000

3- Ahmed Jamsheer

30,000

7,000

-

|

37,000

- j

37,000

4- Mazen Abdulkarim

30,000

7,000

-

I

37,000

37,000

5- Zayed AlAmin

30,000

4,000

-

|

34,000

34,000

6- Faris Alkooheji

22,500

6,250

-

|

28,750

-

28,750

Second: Non-Executive Direct

ors:

7- Nabeel Nooruddin

40,000

7,000

-

|

47,000

-

47,000

8- Ali Bucheery

30,000

7,000

-

|

37,000

- I

37,000

9- Hesham Alrayes

4,250

-

)

4,250

4,250

Tofa£

240,O00•

51,50b

-

,

•

.

'2Bt;SSB

J/otes:

  1. All amounts in Bahraini Dinars.

  2. The Company does not have any variable remuneration payments, end of service benefits, or expense allowances paid to its directors.

  3. Board remuneration represents allocation of proposed remuneration for 2025, subject to approval of the Annual General

Meeting.

Second: Executive management remuneration details:











Remunerations for executives, including

CEO and Senior Financial Officer

621,724

396,740

129,000

1,147,464

Notes:

1. All amounts in Bahraini Dinars.

Za,

Am"

Deputy Chairman



Wishing everyone a blessed year ahead.



Nabeel Nooruddin

Chairman

25 February 2026

3

KPMG Fakhro

Telephone

+973 17224807

Audit

Telefax

+973 17227443

12'h Floor, Fakhro Tower,

Website:

https://www.kpmg.com/bh

P.O. Box 710, Manama,

CR No.

6220 - 2

Kingdom of Bahrain





To the Shareholders of

Esterad Investment Company 8SC

P.O. Box 1080, Manama Kingdom of Bahrain

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Esterad Investment Company BSC (the "Company") and its subsidiaries (together the "Group"), which comprise the consolidated statement of financial position as at 31 December 2025, the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising material accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), as applicable to audits of the consolidated financial statements of public interest entities, together with the ethical requirements that are relevant to audits of the consolidated financial statements of public interest entities in the Kingdom of Bahrain. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

O 2026 KPMG Fakhro a Bahrain pannership registered with Ihe Ministry of Industry and Commerce (MOIC) Kingdom of Bahrain and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited a private English company limited by guarantee All rights reserved

Valuation of unquoted equity investments at fair value

Refer to the accounting policy in note 3 (H) and notes 5 and 25 for disclosures related to carrying value of investments and valuation techniques.

The key audit matter

How the matter was addressed in our audit

17% of the Group's total assets is held in equity investments where no quoted market price is available. The fair value for such investments are assessed using valuation techniques.

The application of valuation techniques involves the exercise of judgment by the Group and the use of assumptions and estimates about the future performance of the investee company. Accordingly, this was a key area of audit focus.

With the assistance of our valuation specialists, our audit procedures for unquoted equity investments, amongst others, included:

  • assessing the appropriateness of the valuation techniques used by comparing with observed industry practice;

  • challenging key inputs and assumptions used in the valuations, such as, discount factors by using our knowledge of the industries in which the investees operate and industry norms;

  • comparing the key underlying financial data inputs to external sources, investee company financial and management information as applicable; and

  • assessing the adequacy of the Group's disclosures in relation to valuation of unquoted equity investments by reference to the requirements of the relevant accounting standards.

Net realisable value of development properties and fair value of investment properties

Refer to the accounting policy in note 3 (J), 3 (K), note 6 and note 7 for disclosures related to development properties and investment properties.

The key audit matter

How the matter was addressed in our audit

Development properties represent 36% of the Group's total assets and represents project under construction. Development properties are stated at the lower of cost and net realisable values. The Group engages external valuers to assess net realisable values of these development properties. The assessment of net realisable value involves significant management estimate and judgement and is underpinned by number of assumptions.

Investment properties represent 18% of the Group's total assets and are carried at fair value. The Group engages external valuers to assess fair value of these investment properties. The assessment of fair value of these properties involves significant management estimate and judgement and is underpinned by number of assumptions.

With the assistance of our valuation specialists, our audit procedures in this area included, amongst others:

  • evaluating the qualifications and competence of the external valuers' and read the terms of their engagement letter to determine whether there were any matters that might have affected their objectivity or limited their scope of work;

  • challenging the appropriateness of the valuation techniques and critical inputs such as expected sale prices on completion, cost to complete and comparable transaction price. Where any component was out of our expected range, we undertook additional procedures including sensitivity analysis, to understand the effect on the assessed values and carrying amounts in the consolidated financial statements;

  • on a sample basis, assessing whether the source data used for the valuation are reasonable by comparing it to the underlying Supporting information to obtain insight into the calculation model used to determine the net realisable value and fair value;

    OFd

  • assessing the adequacy of disclosures in the consolidated financial statements by reference to the requirements of the relevant accounting standards.

Other Information

The board of directors is responsible for the other information. The other information comprises the annual report but does not include the consolidated financial statements and our auditors' report thereon. Prior to the date of this auditors' report, we obtained the Chairman's statement, which forms part of the annual report, and the remaining sections of the annual report are expected to be made available to us after that date.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon as part of our engagement to audit the consolidated financial statements.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we have obtained prior to the date of this auditors' report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Board of Directors for the Consolidated Financial Statements

The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors.

  • Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Regulatory Requirements

  1. As required by the Commercial Companies Law 2001 (as amended), we report that:

    1. the Company has maintained proper accounting records and the consolidated financial statements are in agreement therewith;

    2. the financial information contained in the Chairman's statement is consistent with the consolidated financial

      statements;

    3. we are not aware of any violations during the year of the Commercial Companies Law 2001 (as amended) or the terms of the Company's memorandum and articles of association that would have had a material adverse effect on the business of the Company or on its financial position; and

    4. satisfactory explanations and information have been provided to us by management in response to all our requests.

  2. As required by the Ministry of Industry and Commerce in their letter dated 30 January 2020 in respect of the requirements of Article 8 of Section 2 of Chapter 1 of the Corporate Governance Code, we report that the Company has:

    1. a corporate governance officer; and

    2. a Board approved written guidance and procedures for corporate governance.



The engagement partner on the audit resulting in this independent auditors' report is Harish Gopinath.

KP akhro

Partner Registration Number 136 25 February 2026

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2025

Assets

Cash and bank balances Investment securities Development properties Investment properties Other assets

Total assets

Liabilities Borrowings Other liabilities

Total liabilities Total net assets

Equity Shareholders' equity Share capital

Share premium Treasury shares Statutory reserve General reserve Charity reserve Fair value reserve Retained earnings

Total equity attributable to owners of the Company

Non-controlling interest Total equity

Note 4

5

6

7

8

9

11

12

12

13

31 December

2025

2,010,352

22,395,409

29,110,603

14,614,000

12,890,214

81,020,578

24,739,846

4,387,210

29,127,056

51,893,522

Bahraini Dinars

31 December

2024

2,233,945

39,992,232

32,980,592

14,623,000

3,271,071

93.100,840

33,092,788

8,924,245

42,017,033

51,083,807

Zayed AI in

Deputy chairman



16,207,946

8,121,691

(108,700)

7,460,228

460,241

190,000

(1,961,831)

17,976,367

48,345,942

3,547,580

51,893,522

15,438,932

8,121,691

(101,873)

7,443,177

460,241

100,000

(2,149,347)

14,064,662

43,377,483

7,706,324

51,083,807

The consolidated financial statements were approved by the board of directors on 25 February 2026 and signed on its behalf by:



Nabeel Nooruddin

Chairman

Ahmed Abdulrahman

Chief Executive Officer

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

for the year ended 31 December 2025

Income from investment securities Gain on sale of subsidiary

Profit from sale of development properties Change in fair value of investment properties Net fee income

Other income

Total income

General and administrative expenses Interest expense

Profit for the year

Profit for the year attributable to:

Owners of the Company Non-controlling interest

Note 15

16

6.4

7

17

18

19

20

2025

564,539

6,540,506

(9,000)

386,346

3,871,827

11,354,218

(2,621,633)

(1,966,106)

6,766,479

Bahraini Dinars

2024

9,231,252

1,096,926

1,286,138

235,921

826,887

298,277

12,975,401

(2,575,022)

(4,223,542)

6,176,837

6,746,767

19,712

6,766,479

6,133,826

43,011

6,176,837

Basic and fully diluted earnings per 100 fits share

12 1 il 39 9 i s



Nabeel Nooruddin

Chairman

Zayed AI

Deputy chairman



Ahmed Abdulrahman

Chief Executive Officer



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2025

6,766,479

(111,540)

2,348

319,902

(23,194)

187,516

6,953,995

2024

6,176,837

(777,044)

19,547

2,804

-

(754,693)

5,422,144

for the year ended 31 December 2025 Bahraini Dinars Note Profit for the year Other comprehensive income: Items that will not be reclassified to profit or loss

Net changes in fair value of equity investments at fair value through other comprehensive income (FVTOCI)

Items that are or may be reclassified subsequently to profit or loss

Net change in fair value of debt securities at FVTOCI

Fair value gain on debt securities at FVTOCI reclassified to

profit or loss on sale 15

Transfer to profit or loss on changes in expected credit losses

of debt securities at FVTOCI 15

Other comprehensive income

5,422,144

5,379,133

43,011

6,934,283

19,712

6,953,995

Total comprehensive income for the year Total comprehensive income attributable to:

Owners of the Company

Non-controlling interest

Attributable to the owners of the Company

Non-controlling interest

(NCI)

Total equity

Share capital

Share premium

Treasury shares

Statutory reserve

General reserve

Charity reserve

Fair value reserve

Retained earnings

Total

15,438,932

8,121,691

(101,873)

7,443,177

460,241

100,000

(2,149,347)

14,064,662

43,377,483

7,706,324

51,083,807

-

-

-

-

-

-

-

6,746,767

6,746,767

19,712

6,766,479

-

-

-

-

-

-

187,516

-

187,516

-

187,516

-

-

-

-

-

-

187,516

6,746,767

6,934,283

19,712

6,953,995

-

-

-

-

-

-

-

(2,307,253)

(2,307,253)

-

(2,307,253)

769,014

-

-

-

-

-

-

(769,014)

-

-

-

-

-

-

-

-

100,000

-

(100,000)

-

-

-

-

-

-

-

-

(10,000)

-

-

(10,000)

-

(10,000)

-

-

(6,827)

-

-

-

-

-

(6,827)

-

(6,827)

-

-

-

-

-

-

-

358,256

358,256

(4,178,456)

(3,820,200)

-

-

-

17,051

-

-

-

(17,051)

-

-

-

16,207,946

8,121,691

(108,700)

7,460,228

460,241

190,000

(1,961,831)

17,976,367

48,345,942

3,547,580

51,893,522

At 1 January 2025

Comprehensive income for the year:

Profit for the year

Total other comprehensive income

Total comprehensive income for the year Dividend declared for 2024 (note 14)

Issue of bonus shares (note 12.2 and note 14) Charity approved (note 14) Charity paid

Treasury shares acquired Acquisition of NCI (note 13) Transfer to statutory reserve

At 31 December 2025

Attributable to the owners of the Company

Non-controlling interest

(NCI)

Total equity

Share Capital

Share premium

Treasury shares

Statutory reserve

General reserve

Charity reserve

Fair value reserve

Retained earnings

Total

14,706,316

8,121,691

(99,363)

7,440,668

460,241

-

(4,374,486)

13,943,639

40,198,706

7,663,313

47,862,019

-

-

-

-

-

-

-

6,133,826

6,133,826

43,011

6,176,837

-

-

-

-

-

-

(754,693)

-

(754,693)

-

(754,693)

-

-

-

-

-

-

(754,693)

6,133,826

5,379,133

43,011

5,422,144

-

-

-

-

-

-

-

(2,197,846)

(2,197,846)

-

(2,197,846)

732,616

-

-

-

-

-

-

(732,616)

-

-

-

-

-

-

-

-

100,000

-

(100,000)

-

-

-

-

-

-

-

-

-

2,979,832

(2,979,832)

-

-

-

-

-

(2,510)

-

-

-

-

-

(2,510)

-

(2,510)

-

-

-

(2,500)

-

-

-

2,500

-

-

-

-

-

-

5,009

-

-

-

(5,009)

-

-

-

15,438,932

8,121,691

(101,873)

7,443,177

460,241

100,000

(2,149,347)

14,064,662

43,377,483

7,706,324

51,083,807

At 1 January 2024

Comprehensive income for the year:

Profit for the year

Total other comprehensive income

Total comprehensive income for the year

Dividends declared for 2023 (note 14)

Issue of bonus shares (note 12.2 and note 14)

Charity approved (note 14) Transfer of realised fair value changes of equity securities at FVTOCI

Treasury shares acquired Sale of a subsidiary Transfer to statutory reserve

At 31 December 2024



CONSOLIDATED STATEMENT OF CASH FLOWS

2025

664,449

175,901

21,920,106

(5,264,523)

(34,575)

-(42,163)

(1,042,500)

406,100

(1,372,689)

(1,132,703)

(303,877)

537,537

88,538

-

14,599,601

-

-(53,745)

(53,745)

-(8,420,939)

-(3,633,705)

(2,308,755)

(51,120)

(6,827)

(10,000)

(14,431,346)

114,510

1,833,147

1,947,657

2024

455,098

736,063

13,490,515

(8,447,752)

(11,036)

1,613,733

(2,853,218)

-

-(1,089,054)

(1,071,657)

(204,011)

-(229,470)

2,389,211

(50,895,000)

(468,260)

(52,072)

(51,415,332)

54,599,253

(2,661,149)

(2,601,500)

(1,138,677)

(2,198,270)

(30,553)

(2,510)

-

45,966,594

(3,059,527)

4,892,674

1,833,147

for the year ended 31 December 2025 Bahraini Dinars Operating activities Dividends received Interest received

Proceeds from sale of investment securities Acquisition of investment securities

Custody fees and investment related expenses paid Proceeds from sale of development properties Payment for additions to properties

Settlement of advance from customer Pledged deposit

Salaries and benefits paid

Payments for other general and administrative expenses Payments made on behalf of former subsidiary Reimbursement of payments made on behalf of former subsidiary

Fee income received Payments to a related party

Net cash from operating activities Investing activities

Acquisition of subsidiary, net of cash acquired Cash flows on sale of a subsidiary, net Acquisition of equipment

Net cash used in investing activities Financing activities

Borrowings availed Borrowings repaid

Payment towards deferred liability Interest paid

Dividends paid

Payment of lease liabilities Purchase of treasury shares Charity payments

Net cash (used in)/ from financing activities Net increase/ (decrease) increase in cash and cash equivalents during the year

Cash and cash equivalents as at 1 January

Cash and cash equivalents at 31 December

1,833,147

1,833,147

-

1,947,657

2,015,654

(67,997)

Cash and cash equivalents comprise of: Cash and bank balances (note 4)

Less: bank overdraft (note 9)

The accompanying notes 1 to 29 are an integral part of these consolidated financial statements.

  1. REPORTING ENTITY

    Esterad Investment Company BSC ('the Company') is a Bahraini public joint stock company, established in 1973 by Amiri Decree 9/1973 and its shares are listed on Bahrain Bourse. The Company was registered with the Ministry of Industry and Commerce under commercial registration no.1545-1. The principal activity of the Company is to invest in a wide-ranging variety of investment assets in both local and international markets.

    The consolidated financial statements comprise the results of the Company and its subsidiaries (together

    referred to as the "Group").

  2. BASIS OF PREPARATION
    1. Statement of compliance

      The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). The Group also comply with the requirements of the Commercial Companies Law 2001 (as amended).

    2. Basis of measurement

      The consolidated financial statements are prepared on the historical cost basis, except for the following:

      • investments designed at fair value through profit or loss (FVTPL) and at FVTOCI are measured at fair value;

      • development properties are measured at lower of cost and net realisable value; and

      • investment properties are measured at fair value.

        The consolidated statement of financial position is presented in order of liquidity and the items in the consolidated statement of comprehensive income is presented based on their function.

    3. Functional and presentation currency

      Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Bahraini Dinars ("BD"), which is the Company's functional and presentation currency.

    4. Use of judgements and estimates

      In preparing these consolidated financial statements, management has made judgements and estimates about the future, that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses.

      Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Group's risk management objectives. Revisions estimates are recognised prospectively.

      Judgements

      Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is as follows:

      • Note 3 (G): classification of investment securities: assessment of business model within which the assets are held;

      • Note 3 (A): consolidation - whether the Group has de facto control over an investee;

      • Note 3 (A) (v): whether divisions qualify as venture capital organisations under IAS 28; and

      • Going concern: The Group has recognised a net profit of BD 6,766,479 for the year ended

      31 December 2025 (2024: BD 6,176,837) and, as of that date, assets exceeds liabilities by BD 51,893,522 (31 December 2024: BD 51,083,807)

      1. BASIS OF PREPARATION (continued)

        The Group has sufficient unused credit facilities available at the date of authorisation of these consolidated financial statements. The appropriateness of the going concern basis of accounting is dependent on the ability of the Group to having access to sufficient external resources and continued availability of borrowings by compliance with loan covenants. Based on these factors, the board of directors has a reasonable expectation that the Group has adequate resources and sufficient credit facilities available to support any cash shortfall and provide sufficient resources to continue with the business as a going concern for at least 12 months from the date of these consolidated financial statements.

        Estimates

        Information about estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year is as follows:

        • Note 3 (H) and note 25: measurement of the fair value of equity securities on the basis of significant unobservable inputs;

        • Note 3 (J) and note 6: assessing net realisable value of development properties;

        • Note 3 (I) (ii): Estimate of total forecast cost to complete the development of properties;

        • Note 3 (K) and note 7: measurement of fair value of investment properties; and

        • Note 3 (G) (iv) and note 22: measurement of expected credit loss allowance for financial assets: key assumptions in determining the loss rate.

    5. New standards and amendments to standards effective from 1 January 2025

      The following relevant new standards and amendments to the standards, which became effective as of 1 January 2025, do not have a material impact on the consolidated financial statements.

      • Lack of exchangeability - Amendments to IAS 21

    6. New standards, amendments and interpretations issued but not yet effective

    At the date of authorisation of these consolidated financial statements, the Group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:

    • Classification and measurement of financial instruments - Amendments to IFRS 9 and IFRS 7

    • IFRS 18 Presentation and disclosure in financial statements

    • Annual improvements to IFRS Accounting Standards - Volume 11

    • IFRS 19 Subsidiaries without public accountability disclosures

    • Sale or contribution of assets between an investor and its Associates or Joint Venture - Amendments to IFRS 10 and IAS 28

      IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group's statement of profit or loss, the statement of cash flows and the additional disclosures required for Management-defined performance measures ("MPM").

      Other than IFRS 18, the management does not expect that the adoption of the above amendments and

      standards will have a material impact on the Group's consolidated financial statements in future periods.

  3. MATERIAL ACCOUNTING POLICIES

    The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These have been consistently applied by the Group to all periods presented in these consolidated financial statements.

    1. Basis of consolidation
      1. Business combination

        The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business. the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

        The Group has an option to apply a 'concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

        The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in consolidated profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in consolidated profit or loss.

        Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in consolidated profit or loss.

      2. Subsidiaries

        Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences unit the date on which control ceases.

      3. Non-controlling interest ("NCI")

        NCI are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

      4. Loss of control - non-controlling interest

        When Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in consolidated profit or loss. Any interest retained in former subsidiary is measured at fair value when control is lost.

      5. Associate

        Associates are those entities in which the Group has significant influence, but not control or joint, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity.

        On initial recognition of investment in each associate, the Group makes an accounting policy election as to whether the associate shall be equity accounted or designated as an investment at FVTPL in the consolidated financial statements. Certain divisions within the Group qualify as venture capital organisations under IAS 28, as their principal activity is investing capital to generate returns from capital appreciation and investment income, with investments managed and evaluated on a fair value basis. Accordingly, the Group has elected to measure its investment in the associate at FVTPL. Currently there are no associates which are equity accounted and all associates are measured at FVTPL.

        1. MATERIAL ACCOUNTING POLICIES (continued)

      6. Transactions eliminated on consolidation

        Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

    2. Foreign currency

      Transactions

      Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

      Monetary assets and liabilities are translated into Bahraini Dinars at exchange rates ruling at the consolidated statement of financial position date. Transactions in foreign currencies during the year are converted at the rate ruling at that time. Foreign exchange gains and losses are generally recognised in the consolidated profit or loss and presented in 'investment income'.

      However, foreign currency differences arising from the translation of the following items are recognised in other comprehensive income (OCI):

      • an investment in equity securities designated as at FVTOCI (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to consolidated profit or loss); and

      • qualifying cash flow hedges to the extent that the hedges are effective.

      Group entities

      The other group entities presentation currency is the Bahraini Dinars and hence, the translation of financial statements of the group entities does not result in exchange differences.

    3. Interest income and expense

      Interest income and expense are recognised in the consolidated profit or loss using the effective interest method. Interest bearing financial assets and liabilities except those classified as FVTPL are recognized using effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or interest expense over the expected life of the asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of financial asset or liability, or where appropriate, a shorter period, to the net carrying amount of the financial asset or liability. The application of effective interest rate method has effect of recognising the interest income or expense evenly in proportion to the amount outstanding over the period to maturity or repayment.

      interest expenses that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset. Capitalization of interest expense commences when expenditures for the qualifying asset are incurred, interest expenses are incurred and activities necessary to prepare the asset for its intended use or sale are in progress, and ceases when substantially all such activities are complete.

    4. Dividend income

      Dividend income is recognised when the right to receive income is established. Usually this is the ex-dividend date for equity securities.

    5. Cash and cash equivalents

      Cash and cash equivalents comprise of cash in hand and at bank and deposits maturing within 90 days, which are subject to insignificant risk of fluctuation in its realisable value. Cash and cash equivalents are recorded at amortized cost in the consolidated financial statements less expected credit loss.

      For the purpose of the consolidated statement of cash flows, cash and cash equivalents are presented net of bank overdrafts.

      3 MATERIAL ACCOUNTING POLICIES (continued)

    6. Trade receivables

      Trade receivables are measured at the original invoice amount less any impairment allowances. Other receivables are stated at amortised cost less expected credit loss.

    7. Financial instruments

      Financial instruments in these consolidated financial statements include financial assets and financial liabilities. Financial assets mainly comprise of investment securities, cash and bank balances (including deposits) and other assets and financial liabilities comprise borrowings and other liabilities. Investment securities comprise quoted and unquoted equity securities and quoted debt securities.

      1. Recognition and initial measurement

        Financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

        A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. However, if the Group has an unconditional right to an amount that differs from the transaction price, the trade receivable will be initially measured at the amount of that unconditional right.

      2. Classification and subsequent measurement

        Financial assets - classification

        On initial recognition, a financial asset is classified as subsequently measured at: amortised cost; fair value through other comprehensive income (FVTOCI) - debt investment; FVTOCI - equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

        A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

        • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

        • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

          A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as at FVTPL:

        • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

        • its contractual terms give rise on specified dates to cash flows that are SPPI on the principal amount outstanding.

          On initial recognition of certain equity investments that are not held for trading, the Group has made an irrevocable election to present subsequent changes in the investment's fair value in other comprehensive income (OCI). This election is made on an investment-by-investment basis.

          All financial assets not measured at amortised cost or FVTOCI as described above (e.g. financial assets held for trading and those that are managed and whose performance is evaluated on a fair value basis) are measured at FVTPL. This includes all derivative financial assets.

          Financial assets - Business model assessment

          The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.

          3 MATERIAL ACCOUNTING POLICIES (continued)

          Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not

          considered sales for this purpose, consistent with the Group's continuing recognition of the assets.

          Financial assets - Assessment whether contractual cash flows are SPPI

          In assessing whether the contractual cash flows are SPPI, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

        • contingent events that would change the amount or timing of cash flows;

        • terms that may adjust the contractual coupon rate, including variable-rate features;

        • prepayment and extension features; and

        • terms that limit the Group's claim to cash flows from specified assets (e.g. non-recourse features).

        A prepayment feature is consistent with the SPPI criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant on initial recognition. The Group had no financial assets held outside trading business models that failed the SPPI assessment.

        Financial assets - Subsequent measurement and gains and losses

        Financial assets at FVTPL

        These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

        Financial assets at amortised cost

        These assets are subsequently measured at amortised cost under the effective interest method. The gross carrying amount is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

        Debt investments at FVTOCI

        These assets are subsequently measured at fair value. Interest income calculated under the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

        Equity investments at FVTOCI

        These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

        Financial liabilities - Classification, subsequent measurement and gains and losses

        Financial liabilities are measured at amortised cost or FVTPL. A financial liability is measured at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost under the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

        3 MATERIAL ACCOUNTING POLICIES (continued)

      3. Derecognition

        Financial assets

        The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

        Financial liabilities

        The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On de-recognition of a financial liability, the difference between the carrying amount extinguished and the consideration (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

      4. Impairment of financial assets

        The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost and debt securities measured at FVTOCI.

        Under IFRS 9, loss allowances are measured on either of the following bases:

        • 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and

        • lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

          The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

          The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

        • debt securities that are determined to have low credit risk at the reporting date; and

        • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

          When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

          The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

          The Group considers a financial asset to be in default when:

        • the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or

        • the financial asset is more than 90 days past due.

          Measurement of ECLs

          ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

          3 MATERIAL ACCOUNTING POLICIES (continued)

          Credit-impaired financial assets

          At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

          Evidence that a financial asset is credit-impaired includes the following observable data:

        • significant financial difficulty of the borrower or issuer;

        • a breach of contract such as a default or being more than 90 days past due;

        • it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

        • the disappearance of an active market for a security because of financial difficulties.

        Presentation of allowance for ECL in the consolidated statement of financial position

        Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

        Write-off

        The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof and is charged to the consolidated profit or loss. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.

      5. Offsetting financial assets and liabilities

        Financial assets and financial liabilities are only offset and the net amount reported in the consolidated statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

    8. Fair value measurement

    Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

    A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

    If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

    Fair value estimates are made at a specific point in time, based on market conditions and information about the investee companies. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore, cannot be determined with precision.

    There is no certainty about future events (such as continued operating profits and financial strength). It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a material adjustment to the carrying amount of the investments.

    3 MATERIAL ACCOUNTING POLICIES (continued)

    The best evidence of the fair value of a financial instrument at initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value at initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique that uses only data from observable markets, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value at initial recognition and the transaction price. Subsequently, that difference is recognised in consolidated profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

    If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. If the bid-ask spread for a specific asset or liability is wide, then the Group uses the price within the bid-ask spread that is most representative of fair value in the circumstances.

    The fair value of a demand deposit is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid.

    The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

    1. Revenue from contracts with customers

      The Group recognises revenue from contracts with customers based on a five-step model as set out in IFRS 15:

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

      2. Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.

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

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

      5. Recognise revenue when (or as) the entity satisfies a performance obligation.

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

    1. The customer simultaneously receives and consumes the benefits provided by the Group's

      performance as the Group performs; or

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

      created or enhanced; or

    3. The Group's performance does not create an asset with an alternative use to the Group and the

    entity has an enforceable right to payment for performance completed to date.

    3 MATERIAL ACCOUNTING POLICIES (continued)

    1. Investment income

      • Dividend income is recognised when the Group's right to receive payment is established.

      • Interest income is recognised using the effective interest method.

      • Gains or losses on disposal of investments are recognised in profit or loss on the date the investment is derecognised and are measured as the difference between the consideration received and the carrying amount of the investment.

    2. Revenue from sale of development properties

      The revenue is measured at the fair value of the consideration received or receivable as per the contract with a customer. Revenue is recognised over time using the input method, based on contract costs incurred to date as a percentage of total estimated contract costs, where this reflects the transfer of control to the customer. The related costs of sales are recognised in consolidated profit or loss as the related revenue is recognised. Amounts received in advance from customers are presented as contract liabilities, while revenue recognised in excess of billings is presented as contract assets.

    3. Fee income

    Fee income comprises management fees, advisory fees, and other similar service-related income earned by the Group. Fee income is recognised when the related services are rendered and the performance obligations are satisfied.

    1. Development properties

      Development properties are properties held for sale or development and sale in the ordinary course of business. Development properties are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimates costs of completion and the estimated costs necessary to make the sale.

    2. Investment properties

      Investment properties are properties held for earning rental income or capital appreciation or both. They are initially measured at the acquisition price and subsequently at fair value with any change therein recognised in consolidated profit or loss. Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in consolidated profit or loss.

    3. Equipment

      Equipment held for operational purposes, are carried at cost less accumulated depreciation and impairment losses. The cost of additions and major improvements are capitalised.

      Depreciation is charged to the consolidated profit or loss on a straight-line basis over the estimated useful lives of items of equipment as follows:

      Computer hardware : 3 years

      Vehicles, furniture and leasehold improvements : 5 years

      Right-of-use asset : Over the lease period

      The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each consolidated statement of financial position date. When an item of equipment is sold or discarded, the respective cost and accumulated depreciation relating thereto are eliminated from the consolidated statement of financial position, the resulting gain or loss being recognised in the consolidated profit or loss.

      3 MATERIAL ACCOUNTING POLICIES (continued)

    4. Provision

      Provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

    5. Statutory reserve

      In accordance with the Commercial Companies Law 2001 (as amended), 10% of the net profit is appropriated to a statutory reserve, until it reaches 50% of the paid-up share capital. This reserve is not normally distributable except on liquidation.

    6. General reserve

      General reserve was appropriated from retained earnings and are available for distribution.

    7. Treasury shares

      When share capital of the Company is repurchased, the amount of consideration paid is recognised as a change in equity. Repurchased shares classified as treasury shares are carried at cost and are presented as a deduction from equity. Gains/ losses on disposal of treasury shares are recognised in equity.

    8. Segments

      A segment is a distinguishable component of the Group that is engaged in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from other segments.The Group divides its business activities into strategic equity holdings portfolio, fixed income portfolio, trading portfolio and properties & other income producing portfolios and the revenue information of these components are reported to the Chief Operating Decision Maker (CODM). However, expenses and results are reviewed at the Group level and therefore no operating segment disclosure is provided in these consolidated financial statements.

    9. Employee benefits

      Short-term employee benefits

      Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

      Post-employment benefits

      Pensions and other social Benefits for Bahraini employees are covered by the Social Insurance Organisation ("SIO") scheme to which employees and employers contribute monthly on a fixed-percentage-of-salaries basis. The Group's contribution to this scheme, which represents a defined contribution scheme under International Accounting Standard 19 - Employee Benefits, is expensed as incurred.

      Expatriate employees are entitled to leaving indemnities payable under the Bahraini Labour Law for the Private Sector, based on length of service and final remuneration. The provision for this unfunded commitment which represents a defined benefit plan under International Accounting Standard 19 -Employee benefits, is made by calculating the notional liability had all employees left at the reporting date. Effective 1 March 2024, all Bahrain based employers are required to make monthly contributions in relation to the expatriate indemnity to SIO, who would be responsible to settle leaving indemnities for expatriates at the time of end of service. Any indemnity liability prior to 1 March 2024 and pending transfer to the SIO in subsequent periods remains the obligation of the Group.

    10. Earnings per share

    The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is equal to the basic EPS as there are no dilutive potential ordinary shares.

    31 December

    2025

    2,015,654

    -(5,302)

    2,010,352

    31 December

    2024

    1,833,147

    406,100

    (5,302)

    2,233,945

  4. CASH AND BANK BALANCES

    Cash and bank balances Pledged deposit (note 4.1)

    Less: Allowance for expected credit losses

    1. Pledged deposit represents restricted bank balance of nil (31 December 2024: BD 406,100) which was held as collateral for a credit facility from a local bank and not available for day-to-day operations.

  5. INVESTMENT SECURITIES

    31 December

    2025

    -1,242,330

    1,242,330

    8,950,834

    12,202,245

    21,153,079

    22,395,409

    31 December

    2024

    6,976,134

    1,353,870

    8,330,004

    16,815,013

    14,847,215

    31,662,228

    39,992,232

    Investment securities comprise:

    At FVTOCI

    Quoted debt securities - mandatorily at FVTOCI (note 5.1) Unquoted equity securities - designated at FVTOCI (note 5.2)

    At FVTPL

    Quoted equity securities (note 5.3) Unquoted equity securities (note 5.4)

    1. Debt securities at FVTOCI were sold during the year.

    2. The Group has designated investments in equity securities with carrying value of BD 1,242,330 (31 December 2024: BD 1,353,870) at FVTOCI because these equity securities represent investments that the Group intends to hold for the long term for strategic purposes. No strategic investments were disposed of during 2025, and there were no transfers of any cumulative gain or loss within equity relating to these investments. Dividend income of nil (2024: BD 286,259) was recognized on investments in equity securities designated at FVTOCI.

    3. Quoted equity securities at FVTPL of BD 990,660 (31 December 2024: nil) are pledged against bank overdraft of BD 67,997 (31 December 2024: nil) (note 9.3).

    4. Unquoted equity securities include the following material associates at FVTPL with a carrying value of BD 7,018,045 (31 December 2024: BD 1,355,430):

      Name of the entity

      Principal place of business

      Principal activities

      Percentage of holding

      Nurture Ventures BSC (c)

      Bahrain

      Selling and buying shares and securities

      49%

      Esterad Bank BSC (c)

      Bahrain

      Investment bank

      100%

      (note 27)

      Bahrain Reef Hospitality

      Bahrain

      Real estate Development

      71.698% (#)

      Liquidity Program I

      Bahrain

      Leasing of properties

      38.40%

      (#) As a result of changes in shareholder rights and governance provisions under a shareholders'

      agreement, the investment has been accounted for as an investment at FVTPL.

      2025

      32,980,592

      590,977

      -

      -(4,460,966)

      29,110,603

      2024

      51,870,150

      8,508,350

      (2,623,710)

      654,032

      (25,428,230)

      32,980,592

  6. DEVELOPMENT PROPERTIES

    At 1 January Additions Cost of sales

    Reclassified from investment properties (note 7) Sale of subsidiary (note 16)

    At 31 December
    1. Development properties consist of the Difaaf Project, located in Reef Island in the Kingdom of Bahrain and owned by Reef Venture Real Estate W.L.L (a subsidiary), with a total area of 16,000 square meters. The properties were acquired by the Group in a partly developed condition in 2023. The Difaaf Project upon completion will include 604 units with 65,251 square meters saleable area.

    2. Properties acquired, constructed or in the course of construction for sale in the ordinary course of business are classified as development properties and include the costs of:

      • Purchase cost of acquired development properties;

      • Amounts paid to contractors for construction including the cost of construction of infrastructure;

      • Value added tax which are not recoverable;

      • Salaries of the project manager; and

      • Interest costs, planning and design costs, costs of site preparation, professional fees for legal services, property transfer taxes, construction overheads and other related costs.

    3. The net realisable value of the properties as at 31 December 2025 was assessed by management assuming the unit of account will be individual saleable units. Key observable inputs included expected market selling prices of similar completed units, cost to complete and cost of funding required for development completion. Any changes in these assumptions would result in the lower/ higher net realisable value of these assets. The net realisable value of the development properties as determined by an external real estate consultant as at the reporting date is higher than its carrying value. A downward change in the key assumptions by 5% does not lead to impairment provision on the carrying value of the development properties.

    4. During the year, revenue of nil (2024: BD 3,909,848) has been recognised. The related costs of sales of nil (2024: BD 2,623,710) are also recognized in consolidated profit or loss and the profit from sale of development properties of nil (2024: BD 1,286,138) is recognised. Advances received are included in "contract liabilities" under other liabilities and unbilled revenues are recognised as "contract assets" under other assets. In the prior year, the Group recognised revenue from the sale of units in the Amwaj Project, which was exited during that year (note 16.2). During the current year, no development property units were ready for sale.

    5. Additions during the year include capitalisation of directly attributable borrowing costs of BD 527,828 (2024: BD 485,776) (note 20.2).

  7. INVESTMENT PROPERTIES

    2025

    At 1 January

    14,623,000

    Additions

    -

    Reclassified to development properties (note 6)

    -

    Change in fair value

    (9,000)

    Sale of subsidiary (note 16)

    -

    At 31 December

    14,614,000

    2024

    21,546,246

    640,614

    (654,032)

    235,921

    (7,145,749)

    14,623,000

    1. Investment properties comprise of 14,214 square meter land plot located in Reef Island, Kingdom of Bahrain, and owned by Global Realestate Co W.L.L (a subsidiary).

    2. All reclassification between development properties and investment properties is done at its fair value at the date of transfer. Fair valuation of land plot is determined by an external real estate consultant using market comparable approach (level 3 measure). 5% increase/ (decrease) in the comparable transaction price would have increased/ (decreased) consolidated profit or loss and equity by BD 730,700 (2024: BD 731,150).

      31 December

      2025

      10,859,850

      676,617

      451,524

      416,433

      159,098

      134,629

      8,828

      2,666

      -180,569

      12,890,214

      31 December

      2024

      996,976

      188,163

      479,159

      791,758

      -175,917

      112,223

      19,951

      204,011

      302,913

      3,271,071

  8. OTHER ASSETS

    Investment related receivables (note 8.1) Receivable from non-controlling interest (note 21.3) Advances to suppliers

    Receivable from a related party (note 21.2) Fee income receivable

    Right-of-use asset and equipment Accrued interest receivable Prepaid expenses

    Receivable from former subsidiary Other assets

    1. Investment relates receivables represents the amounts receivable from the sale of investment securities. Significant portion of this amount was received subsequent to the year end.

    2. Information about the Group's exposure to credit risk, and impairment losses for other financial assets is included in note 22.

  9. BORROWINGS

    31 December

    2025

    Financing payable (note 9.1)

    24,671,849

    Short-term borrowings (note 9.2)

    -

    Bank overdrafts (note 9.3)

    67,997

    24,739,846

    31 December

    2024

    29,505,633

    3,587,155

    -

    33,092,788

    1. Financing payable represents two facilities availed by the Group.

      The first facility of BD 24,281,654 (31 December 2024: BD 25,758,878) is a payable in the form of a murabaha which is repayable over a period of 7 years and carries a profit rate of 8.5%. The total facility availed amounted to BD 52,893,100, of which BD 28,611,446 was partially settled as of the reporting date. Facility was used for the acquisition of the subsidiary, Blue Sky Company W.L.L from Esterad Bank BSC (c) and for the settlement of related liabilities. Facility is secured against 100% of the Company's shares in Blue Sky Company W.L.L and Esterad Hospitality 1 W.L.L. Current portion of the facility is BD 6,029,326 (31 December 2024: BD 1,477,224) and non-current portion of the facility is BD 18,252,328 (31 December 2024: BD 24,281,654).

      9 BORROWINGS (continued)

      The second facility of BD 390,195 (31 December 2024: BD 3,746,755) is a mezzanine financing in the form of a murabaha which is repayable over a period of 2 years and carries a profit rate of 12%. Current portion of the facility is BD 390,195 (31 December 2024: BD 3,356,560) and non-current portion of the facility is nil (31 December 2024: BD 390,195).

    2. Short-term borrowings of nil (31 December 2024: BD 3,587,155) were used for the purchase of debt securities and were secured against debt securities having fair value of nil (31 December 2024: BD 6,601,402). Short-term borrowings were fully repaid during the year. Interest on short-term borrowings were paid on monthly and quarterly basis at rates ranging from 4.99% to 5.78% per annum (2024: 5.05% to 6.16% per annum).

    3. Bank overdrafts of BD 67,997 (31 December 2024: nil) with credit limit of BD 650,000 (31 December 2024: nil) are secured against quoted equity securities at FVTPL having fair value of BD 990,660 (31 December 2024: nil) as disclosed in note 5. Bank overdraft carries an interest rate of 7.5% per annum (2024: nil). Bank overdrafts are payable within 6 months.

  10. EMPLOYEE BENEFITS

    Bahraini employees are covered by the Social Insurance Organization pension scheme to which employees and employers contribute monthly on a fixed-percentage-of-salaries basis. The Group's contributions in respect of Bahraini employees for 2025 which represent a defined contribution scheme under International Accounting Standard 19 - Employee Benefits amounted to BD 51,386 (2024: BD 42,313).

    Employees are entitled to leaving indemnities based on length of service and final salary paid in accordance with the policy of the Group. Provision for this commitment which represents a defined benefit plan under International Accounting Standard 19 - Employee Benefits has been made by calculating the notional liability had all employees left at the statement of financial position date. At 31 December 2025, the Group employed 12, Bahrainis (31 December 2024: 10) and 3 expatriates (31 December 2024: 2). Provision for employees' leaving indemnities included in "other liabilities" under other liabilities. Movement in provision for employees' leaving indemnities is as below:

    2025

    2024

    At 1 January

    49,428

    28,700

    Charge for the year

    31,094

    24,066

    Paid during the year

    -

    (331)

    Transferred to SIO during the year (10.1)

    (3,861)

    (3,007)

    At 31 December

    76,661

    49,428

    1. As per the changes in end-of-service benefits system for expatriate employees introduced by SIO effective from 1 March 2024, employers are required to pay the monthly end-of-service contributions electronically through the SIO portal in relation to the expatriate employees. SIO would be responsible to settle leaving indemnities for expat employees at the time of end of service. Any indemnity liability prior to 1 March 2024 and pending transfer to the SIO in subsequent periods remains the obligation of the Group.

11.

OTHER LIABILITIES

31 December

2025

31 December

2024

Accrued interest payable

1,751,038

714,468

Payable for additions to properties

340,000

4,220,800

Retention payable

321,153

321,153

Payable to a related party (note 21.6)

139,679

733,862

Payable for purchase of investment

130,955

240,289

Lease liability

38,078

86,008

Contract liabilities

-

1,042,500

Other liabilities

1,666,307

1,565,165

4,387,210

8,924,245

Earlier from Esterad Investment Co. Bsc

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