Nmdc Group PjscADX: NMDC

Financial Statement (NMDC Group Signed Financial Statement Q3 2025 EN)

· Issued by Nmdc Group Pjsc
NMDC Group PJSC Report and interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (Unaudited) NMDC Group PJSC Report and interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (Unaudited) Contents Pages

Report on review of interim condensed consolidated financial statements 1

Interim condensed consolidated statement of financial position 2 - 3

Interim condensed consolidated statement of profit or loss 4

Interim condensed consolidated statement of comprehensive income 5

Interim condensed consolidated statement of changes in equity 6

Interim condensed consolidated statement of cash flows 7

Notes to the interim condensed consolidated financial statements 8 - 37



Deloitte & Touche (M.E.) Level 11, Al Sila Tower

Abu Dhabi Global Market Square Al Maryah Island

P.O. Box 990

Abu Dhabi

United Arab Emirates

Tel: +971 (0) 2 408 2424

Fax:+971 (0) 2 408 2525

https://www.deloitte.com

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF NMDC GROUP PJSC

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of NMDC Group PJSC (the "Company") and its subsidiaries (together referred to as the "Group") as at 30 September 2025 and the related statements of profit or loss, comprehensive income, changes in equity and cash flows for the nine-month period then ended, and material accounting policy information and explanatory notes. Management is responsible for the preparation and presentation of this interim financial information in accordance with International Accounting Standard 34, "Interim Financial Reporting" (IAS 34). 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.

Deloitte & Touche (M.E.)



Mohammad Khamees Al Tah Registration Number 717

30 October 2025 Abu Dhabi

United Arab Emirates

NMDC Group PJSC 2

Interim condensed consolidated statement of financial position as at 30 September 2025

Assets

Non-current assets

Notes

30 September 31 December

2025 2024

AED'000 AED'000

(Unaudited) (Audited)

Property, plant and equipment

4

7,175,394

6,799,058

Investment properties

322,000

322,000

Right-of-use assets

5

585,723

478,609

Goodwill

169,524

5,057

Investments in equity accounted investees

6

569,214

507,120

Deferred tax assets

3,616

3,751

Retention receivables

7

944,304

1,139,988

Total non-current assets

9,769,775

9,255,583

Current assets Inventories

901,520

718,482

Trade and other receivables

7

19,022,361

13,060,295

Contract assets

8

5,395,298

4,518,985

Financial assets at fair value through profit or loss

683,236

640,857

Derivative financial assets

24,413

12,056

Cash and bank balances

9

3,993,062

4,993,493

Total current assets

30,019,890

23,944,168

Total assets

39,789,665

33,199,751

EQUITY AND LIABILITIES

Equity Share capital

844,379

844,379

Share premium

605,421

605,421

Merger reserve

765,000

765,000

Other reserves

18

(90,123)

(141,186)

Retained earnings

11,185,644

9,346,417

Equity attributable to the shareholders of the Company

13,310,321

11,420,031

Non-controlling interests

1,336,906

1,205,088

Net equity

14,647,227

12,625,119

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

NMDC Group PJSC 3

Interim condensed consolidated statement of financial position (continued) as at 30 September 2025

Notes

30 September

2025

AED'000

(Unaudited)

31 December

2024

AED'000

(Audited)

Liabilities

Non-current liabilities

Provision for employees' end of service benefits

577,488

507,577

Borrowings

10

684,284

735,700

Deferred tax liabilities

775

16,120

Derivative financial liabilities

15,222

Lease liabilities

5

409,554

394,591

Total non-current liabilities

1,672,101

1,669,210

Current liabilities

Trade and other payables

11

16,533,651

14,045,318

Contract liabilities

4,604,849

4,060,865

Derivative financial liabilities

11,375

Income tax payable

12

452,523

358,114

Borrowings

10

385,846

342,346

Bank overdraft

9

1,308,934

Lease liabilities

5

184,534

87,404

Total current liabilities

23,470,337

18,905,422

Total liabilities

25,142,438

20,574,632

Total equity and liabilities

39,789,665

33,199,751

To the best of our knowledge, the financial information included in the report fairly presents in all material respects the financial condition, results of operation and cash flows of the Group as of, and for, the periods presented in these cond ed consolidated financial statements.



Moham med Thani Murshed Al Rumaithi

Chairman

Yasser Nasr Zaghloul

Group Chief Executive Officer

Sreemont Prasad 9rua



Group Chief Financial Officer

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

NMDC Group PJSC 4 Interim condensed consolidated statement of profit or loss for the nine-month period ended 30 September 2025

3 months period ended 30 September

9 months period ended 30 September

Notes

2025

AED '000

(unaudited)

2024

AED '000

(unaudited)

2025

AED '000

(unaudited)

2024

AED '000

(unaudited)

Revenue from contracts with customers

13

7,173,242

6,391,734

20,545,448

18,518,034

Contract costs

GROSS PROFIT

(6,105,884)

-----------

1,067,358

(5,590,546) -----------

801,188

(17,323,629) -----------

3,221,819

(15,985,644) -----------

2,532,390

Share of net results of equity accounted investees

6

22,821

(27,137)

64,965

16,789

General and administrative expenses

(112,451)

(56,803)

(263,085)

(198,297)

Finance income

36,704

43,066

138,655

120,279

Finance costs

(25,134)

(77,607)

(74,426)

(200,364)

Foreign currency exchange loss

Fair value gain on financial assets at fair value through profit or loss

(15,307)

120,188

(11,205)

131,143

(42,631)

44,830

(37,700)

169,928

Other income, net

Profit before tax

30,166

-----------

1,124,345

5,846 -----------

808,491

39,270 -----------

3,129,397

59,994 -----------

2,463,019

Income tax expense

12

(115,411)

-----------

(77,538) -----------

(365,843)

-----------

(270,789) -----------

PROFIT FOR THE PERIOD

14

1,008,934

730,953

2,763,554

2,192,230

PROFIT ATTRIBUTABLE TO:

Shareholders of the Company

921,844

699,624

2,540,062

2,159,377

Non-controlling interests

PROFIT FOR THE PERIOD

87,090

-----------

1,008,934

31,329 -----------

730,953

223,492

-----------

2,763,554

32,853 -----------

2,192,230

Basic and diluted earnings per share attributable to equity holders of the Company

16

1.09

0.83

3.01

2.60

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

NMDC Group PJSC 5 Interim condensed consolidated statement of comprehensive income for the nine-month period ended 30 September 2025

3 months period ended 30 September

9 months period ended 30 September

2025 2024 2024 2024

AED '000 AED '000 AED '000 AED '000

(unaudited) (unaudited) (unaudited) (unaudited)

PROFIT FOR THE PERIOD 1,008,934 730,953 2,763,554 2,192,230

Other comprehensive (loss)/income

Items that may be subsequently

reclassified to condensed consolidated statement of profit or loss in subsequent periods

(8,089)

(7,365)

42,500

(1,960)

8,481

(25,105)

17,843

(144,222)

-----------

-----------

-----------

-----------

392

(32,470)

60,343

(146,182)

-----------

-----------

-----------

-----------

Fair value (loss)/gain arising on hedging instruments during the period

Exchange differences arising on translation of foreign operations

OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD

TOTAL COMPREHENSIVE

INCOME FOR THE PERIOD 1,009,326 698,483 2,823,897 2,046,048

TOTAL COMPREHENSIVE INCOME ATTRIBUTBLE TO:

Shareholders of the Company

924,889

668,269

2,591,125

2,014,311

Non-controlling interests

84,437

30,214

232,772

31,737

-----------

-----------

-----------

-----------

TOTAL COMPREHENSIVE INCOME

FOR THE PERIOD

1,009,326

698,483

2,823,897

2,046,048

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

NMDC Group PJSC

6

Interim condensed consolidated statement of changes in equity

for the nine-month period ended 30 September 2025

Equity attributable

to the Shareholders

Non-

Share

Share

Merger

Other

Retained

of the

controlling

capital

premium

reserve

reserves

earnings

Company

interests

Total

At 1 January 2024 (Audited)

AED'000

825,000

AED'000

-

AED'000

765,000

AED'000

(note 18)

33,303

AED'000

6,976,897

AED'000

8,600,200

AED'000

3,915

AED'000

8,604,115

Profit for the period

-

-

-

-

2,159,377

2,159,377

32,853

2,192,230

Other comprehensive loss for the period

-

-

-

(145,066)

-

(145,066)

(1,116)

(146,182)

Total comprehensive (loss)/income for the

-----------

-----------

-----------

-----------

-----------

-----------

-----------

-----------

period

-

-

-

(145,066)

2,159,377

2,014,311

31,737

2,046,048

Dividend paid (note 17)

-

-

-

-

(618,750)

(618,750)

-

(618,750)

Addition during the period (note 1)

Partial disposal of investment in subsidiary (note 1)

19,379

-

605,421

-

-

-

-

(753)

-

2,154,609

624,800

2,153,856

-

1,061,970

624,800

3,215,826

-----------

-----------

-----------

-----------

-----------

-----------

-----------

-----------

At 30 September 2024 (Unaudited)

844,379

605,421

765,000

(112,516)

10,672,133

12,774,417

1,097,622

13,872,039

At 1 January 2025 (Audited)

844,379

605,421

765,000

(141,186)

9,346,417

11,420,031

1,205,088

12,625,119

Profit for the period

-

-

-

-

2,540,062

2,540,062

223,492

2,763,554

Other comprehensive income for the period

-

-

-

51,063

-

51,063

9,280

60,343

-----------

-----------

-----------

-----------

-----------

-----------

-----------

-----------

Total comprehensive income for the period

51,063

2,540,062

2,591,125

232,772

2,823,897

Dividend paid (note 17)

-

-

-

-

(700,835)

(700,835)

(161,000)

(861,835)

Acquisition of subsidiary (note 3)

-

-

-

-

-

-

60,046

60,046

-----------

-----------

-----------

-----------

-----------

-----------

-----------

-----------

At 30 September 2025 (Unaudited)

844,379

605,421

765,000

(90,123)

11,185,644

13,310,321

1,336,906

14,647,227

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

NMDC Group PJSC

7

Interim condensed consolidated statement of cash flows for the nine-month period ended 30 September 2025

Notes

2025

AED'000

2024

AED'000

Cash flows from operating activities

(unaudited)

(unaudited)

Profit before tax

3,129,397

2,463,019

Adjustments for:

Depreciation of property, plant and equipment 4

658,259

394,439

Depreciation of right-of-use assets 5

110,216

31,538

Gain on disposal of property, plant and equipment

(2,002)

1,399

Fair value gain on financial assets at fair value through profit or loss

(42,133)

(169,929)

Gain on sale of financial assets at fair value through profit or loss

(185)

-

Allowance for slow moving and obsolete inventories

1,008

885

Share of net results of equity accounted investees 6

(64,965)

(16,789)

Allowance for expected credit losses

48,845

34,370

Provision for onerous contracts

-

58,512

Finance income

(138,655)

(120,278)

Finance costs

82,639

202,620

Provision for employees' end of service benefits

75,098

-----------

3,854,825

73,821 -----------

2,953,608

Income tax paid

(259,580)

(46,072)

Employees' end of service benefit paid

Operating cash flows before movement in working capital

(27,257)

-----------

3,567,988

(10,375) -----------

2,897,161

Change in inventories

(155,460)

(151,532)

Change in trade and other receivables

(5,602,810)

(7,752,903)

Change in contract assets

(707,617)

94,290

Change in contract liabilities

543,983

1,376,189

Change in trade and other payables

Net cash (used in)/generated from operating activities Cash flows from investing activities

2,174,158

-----------

(179,758)

-----------

4,071,646 -----------

534,851 -----------

Purchase of property, plant and equipment 4

(976,482)

(958,166)

Acquisition of a subsidiary

(214,306)

-

Proceeds from disposal of property, plant and equipment

3,559

1,048

Proceeds from partial disposal of interest in subsidiary

-

2,819,531

Proceeds from disposal of financial assets at fair value through profit or loss

2,635

-

Movement in deposit with original maturity more than three months 9

575,331

494,860

Interest received

138,655

120,278

Dividend received from equity accounted investees 6

Net cash (used in)/generated from investing activities Cash flows from financing activities

2,871

-----------

(467,737)

-----------

2,645 -----------

2,480,196 -----------

Receipt from term loan

234,997

-

Repayment of term loans

(292,156)

(256,760)

Repayment of lease liabilities

(121,342)

(50,940)

Dividend paid 17

(861,835)

(618,750)

Interest paid

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents

(64,958)

-----------

(1,105,294)

-----------

(1,752,789)

(190,017) -----------

(1,116,467) -----------

1,898,580

Cash and cash equivalents at 1 January

4,389,148

3,215,394

Effect of foreign exchange rate changes

Cash and cash equivalents at 30 September 9

Non-cash transactions

18,755

-----------

2,655,114

-----------

(136,794) -----------

4,977,180 -----------

Issuance of new shares

-

19,379

Acquisition of investment property (land) 15

-

282,000

Acquisition of property, plant and equipment 4

-

624,800

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

NMDC Group PJSC 8 Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 1 General information

NMDC Group PJSC ("NMDC" or the "Company") is a public shareholding Company incorporated in the Emirate of Abu Dhabi. The Company was incorporated by Law No. (10) of 1979, as amended by Decree No. (3) and (9) of 1985 issued by His Highness Sheikh Khalifa Bin Zayed Al Nahyan, who was then the Deputy Ruler of the Emirate of Abu Dhabi. The registered address of the Company is P.O. Box 3649, Abu Dhabi, United Arab Emirates.

These interim condensed consolidated financial statements include the financial performance and position of the Company and its subsidiaries, joint venture, associates and branches (collectively referred to as the "Group"), details of which are set out below.

During 2020, the Company's shareholders accepted an offer from Abu Dhabi Development Holding Company ("ADQ") (an existing shareholder and an entity fully owned by the Government of Abu Dhabi) and other minority shareholders of National Petroleum Construction Company PJSC ("NPCC"), to acquire 100% of the shareholding of NPCC, in exchange for the issuance of 575,000,000 equity shares in the Company to ADQ and the other shareholders of NPCC. This transaction received regulatory approvals on 11 February 2021, and consequently, the Company's share capital stands increased to AED 825,000,000 from that date. As a result of this transaction, the Government of Abu Dhabi became the majority holder of the Company's shares. Subsequently, in May 2022, out of its total shareholding of 58.48% in the Company, ADQ transferred 44.2% to entities in the Alpha Dhabi Holding PJSC ("Alpha") group, a subsidiary of International Holding Company. With this transaction and along with its previous equity shareholding in the Company, Alpha became the majority shareholder of the Company.

At the Annual General Meeting of the Company held on 28 April 2023, the Shareholders approved the purchase of certain assets through issue of shares, valued at AED 624.8 million, in exchange for mandatory convertible bonds, convertible into 19,379,653 new equity shares of the Company, at AED 32.24 per share. Upon the issuance of these new shares, the total issued share capital of the Company increased to AED 844,379,653. The amendment to the Articles of Association of the Company was approved by Securities and Commodities Authority on 16 July 2024.

On 8 March 2024, during the Annual General Meeting of NMDC Group PJSC, the shareholders approved the amendment to Article No. (2) of the Articles of Association of the Company relating to the Company's name to be "NMDC Group PJSC", which is subsequently approved by Securities and Commodities Authority.

The Company is primarily engaged in the execution of engineering, procurement and construction contracts, dredging contracts and associated land reclamation works in the territorial waters of the UAE, principally under the directives of the Government of Abu Dhabi (the "Government"). The Group also operates in other jurisdictions in the region including Bahrain, Egypt, Saudi Arabia and India through its subsidiaries, branches and joint operations.

1 General information (continued)

The Company has investments in the following subsidiaries, branches, joint venture, associates and joint operations:

Percentage holding

Name

Country of incorporation

30 Sep

2025

31 Dec

2024 Principal activities

Subsidiaries of NMDC Group PJSC

NMDC Energy PJSC

UAE

77%**

77%**

Engineering Procurement and Construction.

Emarat Europe Fast Building Technology System Factory L.L.C. (Emarat Europe)

UAE

100%

100%

Manufacturing and supply of precast concrete.

National Marine Dredging Company (Industrial)

UAE

100%

100%

Manufacturing of steel pipes and steel pipe fittings and holding 1% investment in the Group's subsidiaries to comply with local regulations.

ADEC Engineering Consultancy L.L.C.

UAE

100%

100%

Consultancy services in the fields of civil, architectural, drilling and marine engineering along with related laboratory services.

Abu Dhabi Marine Dredging Co S.P.C.

Bahrain

100%

100%

Offshore reclamation contracts, services for fixing water installation for marine facilities and excavation contracts.

National Marine Dredging Company

Saudi Arabia

100%

100%

Dredging and associated land reclamation works, civil engineering, port contracting and marine construction.

National Marine and Infrastructure India Private Limited

India

100%

100%

Dredging and associated land reclamation works, civil engineering, port contracting and marine construction.

NMDC Logistics and Technical Services LLC SPC

NMDC SPC

UAE

Oman

100%

100%

100%

-

Construction, transportation, and logistics services. Including renting heavy machinery, vehicles, ships, and equipment, along with warehousing, water distribution, waste transport, and dry dock management. Additionally, marine operations, labor accommodation, and lifting/loading services for industrial and commercial purposes.

Marine services

Subsidiary of NMDC Logistics and Technical Services LLC SPC***

EMDAD LLC

UAE

70%

- Oil and gas industrial related services

Subsidiaries of EMDAD LLC

EMDAD Services LLC

UAE

70%

- Oil and gas industrial related services

EMDAD Energy Industries LLC

UAE

70%

- Oil and gas industrial related services

Intergulf General Contracting LLC

UAE

70%

- Oil and gas industrial related services

EMJEL Oilfield Services LLC

UAE

70%

- Oil and gas industrial related services

1 General information (continued)

Name

Country of incorporation

Percentage

holding Principal Activities

30 Sep

2025

31 Dec

2024

Subsidiaries of NMDC Energy PJSC

National Energy Saudi LTD.

Saudi Arabia

100%

100%

Engineering Procurement and Construction.

NPCC Engineering Limited

India

100%

100%

Engineering.

ANEWA Engineering Pvt. Ltd.

India

80%

80%

Engineering.

NPCC Service Malaysia SDN*

Malaysia

100%

100%

Engineering Procurement and Construction.

Al Dhabi for Construction

Iraq

100%

100%

Engineering Procurement and Construction.

Projects*

NMDC Marine Services L.L.C.

UAE

100%

100%

Marine Logistics Services

S.P.C*

Subsidiary of Emarat Europe

Emarat Europe General

UAE

100%

100%

General contracting and construction

Contracting - L.L.C - O.P.C

Branches of NMDC

National Marine Dredging Company

National Marine Dredging Company

National Marine Dredging Company

National Marine Dredging Company

Egypt Branch Branch Dredging and associated land reclamation

works, civil engineering, port contracting and marine construction.

Maldives Branch Branch Dredging and associated land reclamation

works, civil engineering, port contracting and marine construction.

Abu Dhabi Branch Branch Dredging and associated land reclamation

works, civil engineering, port contracting and marine construction.

Dubai Branch Branch Dredging and associated land reclamation

works, civil engineering, port contracting and marine construction.

1 General information (continued)

Name

Country of

incorporation Percentage holding Principal activities

30 Sep

2025

31 Dec

2024

Joint Venture

The Challenge Egyptian Emirates

Egypt 49% 49% Dredging and associated land

Marine Dredging Company

reclamation works, civil engineering, port contracting and marine construction.

NT Energies L.L.C

UAE

51%

51%

Engineering and Consultancy

Associates

Principia SAS

France

33.33%

33.33%

Onshore and offshore oil and gas fields

Safeen Survey and Subsea Services

UAE

49%

49%

and facilities services; and Engineering consultancy.

Marine services related to oil industries.

LLC

Joint Operations of NMDC Energy PJSC

Saipem - NPCC - Hail and Ghasha

50%

50%

Engineering,

Procurement

and

Construction.

Technicas - NPCC - Meram

50%

50%

Engineering,

Procurement

and

Construction

Technip - NPCC - Satah Full Field

50%

50%

Engineering,

Procurement

and

Construction.

NPCC - Technip - UZ-750 (EPC-1)

40%

40%

Engineering,

Procurement

and

Construction.

NPCC - Technip UL -2

50%

50%

Engineering,

Procurement

and

Construction.

NPCC - Technip AGFA

50%

50%

Engineering,

Procurement

and

Construction.

NPCC - Technip JV - US GAS CAP

50%

50%

Engineering,

Procurement

and

FEED

Construction.

TJN JV- Ruwais LNG

20%

20%

Engineering,

Procurement

and

Branches of NMDC Energy

Construction.

NMDC Energy PJSC - Taiwan Branch Taiwan Branch - Engineering, Procurement and Construction.

*dormant entities

**During the financial year 2024, the Group has diluted 23% of the shareholding of its subsidiary, NMDC Energy PJSC, through Initial Public Offering (IPO). The shares were allotted and the listing procedures were completed on 11 September 2024.

As per IFRS, the transaction was accounted for as a change in ownership interest in a subsidiary without loss of control and treated as equity transaction. Thus, the Group will continue to consolidate NMDC Energy PJSC, and the changes in ownership interest have been reflected in the equity through the transfer of corresponding net assets value to the non-controlling interest.

  1. General information (continued)

    Reduction in shareholding (%)

    23%

    AED'000

    Consideration

    3,103,000

    Less: carrying value of the shareholding disposed

    (1,061,970)

    Less: transaction costs paid

    Difference recognised in retained earnings and other

    (4,176) -----------

    reserves

    2,036,856

    Consideration includes certain plots of land located in Abu Dhabi, United Arab Emirates recognised at AED 282 million in exchange for equity shares. During the financial year 2024, land ownership transferred to the name of the Company.

    *** During the period ended 30 June 2025, the NMDC Group through it subsidiary, NMDC Logistics and Technical Services LLC SPC, acquired 70% of interest in EMDAD LLC, a limited liability company registered in Abu Dhabi. Please refer to note 3 for further details.

  2. Basis of preparation and critical accounting judgements
    1. Basis of preparation

      The interim condensed consolidated financial statements of the Group are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.

      These interim condensed consolidated financial statements are presented in UAE Dirham ("AED") which is the currency of the primary economic environment in which the Group operates. Each entity in the Group determines its own functional currency. All financial information presented in AED has been rounded to the nearest thousand except otherwise stated.

      The interim condensed consolidated financial statements do not include all information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2024. In addition, results for the nine months period ended 30 September 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025.

      2 Basis of preparation and critical accounting judgements (continued)
    2. Application of new and revised IFRS Accounting Standards (IFRSs)
      1. New and revised IFRSs applied with no material effect on the interim condensed consolidated financial statements

        The following new and revised IFRSs, which became effective for annual periods beginning on or after 1 January 2025, have been adopted in these interim condensed consolidated financial statements. The application of these revised IFRSs 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.

        Amendment to IAS 21- Lack of Exchangeability

        The amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.

      2. New and revised IFRSs in issue but not yet effective

        New and revised IFRSs

        IFRS 18 Presentation and Disclosures in Financial Statements

        IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings per Share.

        IFRS 18 introduces new requirements to:

        • present specified categories and defined subtotals in the statement of profit or loss

        • provide disclosures on management-defined performance measures (MPMs) in the Notes to the interim condensed consolidated financial statements

        • improve aggregation and disaggregation.

Effective for annual periods

beginning on or after

1 January 2027

2 Basis of preparation and critical accounting judgements (continued) 2.2 Application of new and revised IFRS Accounting Standards (IFRSs) (continued) 2.2.2 New and revised IFRSs in issue but not yet effective (continued)

New and revised IFRSs

IFRS 19 Subsidiaries without Public Accountability: Disclosures

IFRS 19 permits an eligible subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements.

A subsidiary is eligible for the reduced disclosures if it does not have public accountability and its ultimate or any intermediate parent produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it.

An entity is only permitted to apply IFRS 19 if, at the end of the reporting period:

  • it is a subsidiary (this includes an intermediate parent)

  • it does not have public accountability, and

  • its ultimate or any intermediate parent produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

    A subsidiary has public accountability if:

  • its debt or equity instruments are traded in a public market or it is in the process of issuing such instruments for trading in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets), or

  • it holds assets in a fiduciary capacity for a broad group of outsiders as one of its primary businesses (for example, banks, credit unions, insurance entities, securities brokers/dealers, mutual funds and investment banks often meet this second criterion).

Eligible entities can apply IFRS 19 in their consolidated, separate or individual financial statements. An eligible intermediate parent that does not apply IFRS 19 in its consolidated financial statement may do so in its separate financial statements.

Effective for annual periods beginning on or after

1 January 2027

2 Basis of preparation and critical accounting judgements (continued) 2.2 Application of new and revised IFRS Accounting Standards (IFRSs) (continued) 2.2.2 New and revised IFRSs in issue but not yet effective (continued)

New and revised IFRSs

Effective for annual periods

beginning on or after

IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information

IFRS S1 sets out overall requirements for sustainability-related financial disclosures with the objective to require an entity to disclose information about its sustainability-related risks and opportunities that is useful to primary users of general purpose financial reports in making decisions relating to providing resources to the entity.

IFRS S2 Climate-related Disclosures

IFRS S2 sets out the requirements for identifying, measuring and disclosing information about climate-related risks and opportunities that is useful to primary users of general purpose financial reports in making decisions relating to providing resources to the entity.

Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments

The amendments address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments.

Amendments IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity

The amendments aim at enabling entities to include information in their financial statements that in the IASB's view more faithfully represents contracts referencing nature-dependent electricity.

Effective date not yet decided by the regulator in the United Arab Emirates

Effective date not yet decided by the regulator in the United Arab Emirates

1 January 2026

1 January 2026

  1. Basis of preparation and critical accounting judgements (continued)
    1. Application of new and revised IFRS Accounting Standards (IFRSs) (continued)
      1. New and revised IFRSs in issue but not yet effective (continued)

        New and revised IFRSs

        Annual improvements to IFRS Accounting Standards - Volume 11

        The pronouncement comprises the following amendments:

        • IFRS 1: Hedge accounting by a first-time adopter

        • IFRS 7: Gain or loss on derecognition

        • IFRS 7: Disclosure of deferred difference between fair value and transaction price

        • IFRS 7: Introduction and credit risk disclosures

        • IFRS 9: Lessee derecognition of lease liabilities

        • IFRS 9: Transaction price

        • IFRS 10: Determination of a 'de facto agent'

        • IAS 7: Cost method

          Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures

          The amendments cover new or amended IFRS Accounting Standards issued between 28 February 2021 and 1 May 2024 that were not considered when IFRS 19 was first issued.

          Effective for annual periods beginning on or after

          1 January 2026

          1 January 2027

          The above stated new standards and amendments are not expected to have any significant impact on the interim condensed consolidated financial statements of the Group.

          There are no other applicable new standards and amendments to published standards or IFRIC interpretations that have been issued that would be expected to have a material impact on the interim condensed consolidated financial statements of the Group.

    2. Critical accounting judgments and key sources of estimation uncertainty

      The preparation of interim condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

      In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied in the consolidated financial statements for the year ended 31 December 2024.

  2. Acquisition of EMDAD LLC

On 4 December 2024, NMDC Group PJSC ("NMDC" or the "Purchaser") signed a definitive agreement to acquire a 70% equity interest in EMDAD LLC ("EMDAD" or the "Company"), a limited liability company registered in Abu Dhabi, UAE, for a total purchase consideration of AED 298,297 thousand. The acquisition was legally completed on 1 June 2025, with the execution and registration of the Memorandum of Association, thereby effecting the formal transfer of ownership and control.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised values of assets acquired and liabilities assumed:

AED'000 Assets

Property, plant and equipment

59,834

Right-of-use assets

5,118

Intangible assets

6,351

Inventories

28,587

Trade and other receivables

204,204

Contract assets

176,835

Cash and bank balances

39,246

Total assets

-----------

520,174

Liabilities

Term Loan

(49,245)

Provision for employees' end of service benefits

(22,072)

Trade and other payables

(245,162)

Lease liabilities

(3,542)

Total liabilities

-----------

(320,021)

Net assets

200,153

Less: Non-controlling interest

(60,046)

Share of net assets acquired

-----------

140,107

Provisional purchase consideration

298,297

Goodwill

-----------

(158,190)

  1. Acquisition of EMDAD LLC (continued) Acquisition of EMDAD LLC (continued)

    The acquisition has been accounted for using the acquisition method in accordance with IFRS 3 - Business Combinations. The purchase price allocation (PPA) exercise will be finalised within 12 months from the acquisition date, as permitted under IFRS 3. In the interim, the identifiable net assets acquired have been provisionally recognised at their carrying amounts as reflected in the acquiree's financial statements.

    Acquisition related costs

    The Group has incurred acquisition-related costs amounting to AED 1,552 thousand in the current period.

    Revenue and profit before tax contributed by the Acquiree

    For the period from 1 June 2025 to 30 September 2025, the acquiree contributed revenue of AED 188,961 thousand and net profit after tax of AED 11,836 thousand to the Group's results. If the acquisition had taken place from 1 January 2025, Emdad would have contributed revenue and net profit after tax to the Group amounting to AED 554,885 thousand and AED 20,715 thousand respectively.

    Building

    Barges support

    and base

    vessels, plant pipelines and

    Office equipment

    Capital work

    facilities

    Dredgers

    vehicles

    and furniture

    in progress

    Total

    AED'000

    AED '000

    AED '000

    AED '000

    AED '000

    AED '000

    2025 (Unaudited)

    Cost

    At 1 January 2025 (Audited)

    644,512

    2,110,143

    7,675,475

    154,643

    1,066,925

    11,651,698

    Additions

    5,449

    -

    439,553

    3,782

    527,698

    976,482

    Acquisition of a subsidiary (note 3)

    -

    -

    214,964

    21,044

    -

    236,008

    Transfers

    236,729

    (1,786)

    459,363

    29,679

    (723,985)

    -

    Disposals

    (6)

    (16)

    (74,517)

    (42)

    -

    (74,581)

    Exchange differences

    -

    -

    -

    (606)

    -

    (606)

    ---------

    ---------

    ---------

    ---------

    ---------

    ---------

    At 30 September 2025 (Unaudited) 886,684

    2,108,341

    8,714,838

    208,500

    870,638

    12,789,001

    Accumulated depreciation

    1 January 2025 (Audited)

    432,586

    371,249

    3,918,167

    130,638

    -

    4,852,640

    Charge for the period

    18,274

    84,339

    546,798

    8,848

    -

    658,259

    Acquisition of a subsidiary (note 3)

    -

    -

    157,795

    18,379

    -

    176,174

    Disposals

    (3)

    (8)

    (72,978)

    (35)

    -

    (73,024)

    Exchange differences

    -

    -

    -

    (442)

    -

    (442)

    ---------

    ---------

    ---------

    ---------

    ---------

    ---------

    At 30 September 2025 (Unaudited) 450,857

    455,580

    4,549,782

    157,388

    -

    5,613,607

    ---------

    ---------

    ---------

    ---------

    ---------

    ---------

    At 30 September 2025 (Unaudited) 435,827

    1,652,761

    4,165,056

    51,112

    870,638

    7,175,394

  2. Property, plant and equipment

Net carrying amount

4 Property, plant and equipment (continued)

Barges

support vessels, plan

Office

Building and base facilities

Dredgers

and pipelines and vehicles

equipment and furniture

Capital workin-progress

Total

AED'000

AED'000

AED'000

AED'000

AED'000

AED'000

2024 (Audited)

Cost:

At 1 January 2024

653,174

1,449,310

6,794,555

142,600

407,822

9,447,461

Additions

2,963

638,738

753,682

13,302

838,114

2,246,799

Transfers

494

24,537

153,839

141

(179,011)

-

Disposals

(12,119)

(2,442)

(26,601)

(996)

-

(42,158)

Exchange differences

-

-

-

(404)

-

(404)

----------

----------

----------

----------

----------

----------

At 31 December 2024

644,512

2,110,143

7,675,475

154,643

1,066,925

11,651,698

Accumulated

----------

----------

----------

----------

----------

----------

depreciation:

At 1 January 2024

419,756

261,827

3,507,245

120,717

-

4,309,545

Charge for the year

23,441

111,840

436,956

10,754

-

582,991

Disposals

(10,611)

(2,418)

(26,034)

(542)

-

(39,605)

Exchange differences

-

-

-

(291)

-

(291)

----------

----------

----------

----------

----------

----------

At 31 December 2024

432,586

371,249

3,918,167

130,638

-

4,852,640

Carrying amount:

----------

----------

----------

----------

----------

----------

At 31 December 2024

211,926

1,738,894

3,757,308

24,005

1,066,925

6,799,058

  1. Certain items of property, plant and equipment with a carrying value of AED 2,049 million (2024: AED 2,082 million) have been pledged to secure the borrowings of the Group. The Group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

  2. Property, plant and equipment includes fully depreciated assets of AED 2,878 million (2024: AED 2,347 million)

  3. Buildings and base facilities are located in Mussafah, Abu Dhabi, UAE on leased land.

5 Right -of-use assets and lease liabilities Right-of-use assets (land & equipment) Lease liabilities

AED'000

AED'000

At 1 January 2024 (Audited)

330,097

340,937

Additions during the year

199,693

199,693

Depreciation expense

(51,181)

-

Interest expense

-

17,480

Payments

-

-----------

(76,115)

-----------

At 1 January 2025 (Audited)

478,609

481,995

Additions during the period

207,578

207,578

Modifications during the period

4,634

4,634

Acquisition of a subsidiary (note 3)

5,118

3,542

Depreciation expense

(110,216)

-

Interest expense

-

17,681

Payments

-

-----------

(121,342)

-----------

At 30 September 2025 (Unaudited)

585,723

594,088

Lease liabilities are disclosed in the interim condensed consolidated statement of financial position as follows:

30 September

2025

31 December

2024

AED'000

AED'000

(Unaudited)

(Audited)

Non-current liabilities

409,554

394,591

Current liabilities

184,534

-----------

87,404

-----------

Total

594,088

481,995

6 Investment in equity-accounted investees

The carrying amounts of the Group's investments in equity accounted investees are as follows:

30 September

31 December

2025

AED'000

2024

AED'000

(Unaudited)

(Audited)

NT Energies LLC

77

77

Safeen Survey and Subsea Services LLC

530,609

465,644

Principia SAS

19,947

22,818

The Challenge Egyptian Emirates Marine Dredging Company

18,581

-----------

18,581

-----------

569,214

507,120

The movements in investment in equity accounted investees are as follows:

30 September

31 December

2025

AED'000

2024

AED'000

(Unaudited)

(Audited)

At beginning of the period/year

507,120

282,389

Acquisition during the period/year

-

199,026

Dividend received during the period/year

(2,871)

(2,645)

Foreign exchange movement

-

(8,754)

Share of profit for the period/year, net

64,965

-----------

37,104

-----------

At end of the period/year

569,214

507,120

7 Trade and other receivables

30 September

2025

31 December

2024

AED'000

AED'000

(Unaudited)

(Audited)

Trade receivables

12,559,253

9,172,376

Retention receivables (7.1)

1,447,233

584,047

Less: allowance for expected credit losses

(138,180)

-----------

(77,877)

-----------

13,868,306

9,678,546

Deposits and prepayments

656,238

412,077

Advances paid to suppliers

3,047,295

2,225,831

In country valuation retention receivables

724,036

424,724

VAT and GST receivables

65,528

148,206

Advances paid to employees

61,774

45,606

Other receivables

599,184

-----------

125,305

-----------

19,022,361

13,060,295

  1. Retention receivables with a maturity exceeding twelve months are presented within non-current assets in the statement of financial position. These retentions are reported net of discounting impact to reflect the present value.

Receivables, net are expected, on the basis of past experience, to be fully recoverable. It is not the practice of the Group to obtain collateral over receivables and the vast majority are, therefore, unsecured.

Movement in the provision for expected credit losses on trade and retention receivables is as follows:

30 September

31 December

2025

AED'000

2024

AED'000

(Unaudited)

(Audited)

At beginning of the period/year

77,877

27,747

Provision during the period/year

40,705

50,130

Acquisition of a subsidiary

21,434

-

Written off

(1,836)

-----------

-

-----------

At end of the period/year

138,180

77,877

8 Contract assets

30 September

2025

31 December

2024

AED'000

AED'000

(Unaudited)

(Audited)

Construction contracts

5,428,894

4,544,441

Less: allowance for expected credit losses

(33,596)

(25,456)

-----------

-----------

5,395,298

4,518,985

  1. Construction contracts, net of allowance for expected credit losses

Construction contracts, net of allowance for expected credit losses and discount, are analysed as follows:

30 September

2025

31 December

2024

AED'000

AED'000

(Unaudited)

(Audited)

Verbal contracts

Government of Abu Dhabi and its related entities

536,200

436,531

Other entities

79,703

-----------

6,998

-----------

615,903

443,529

Signed contracts

Government of Abu Dhabi and its related entities

2,520,492

2,097,307

Equity accounted investees

23,618

298,846

Other entities

2,235,285

-----------

1,679,303

-----------

4,779,395

4,075,456

5,395,298

4,518,985

  1. Contract assets (continued)
    1. Construction contracts, net of allowance for expected credit losses (continued)

      Movement in the provision for expected credit losses on contract assets is as follows:

      30 September

      2025

      31 December

      2024

      AED'000

      AED'000

      (Unaudited)

      (Audited)

      At beginning of period/year

      25,456

      23,379

      Charge during the period/year, net

      8,140

      -----------

      2,077

      -----------

      At end of the period/year

      33,596

      25,456

  2. Cash and cash equivalents

30 September

31 December

2025

2024

AED'000

AED'000

(Unaudited)

(Audited)

Cash in hand

1,910

3,344

Cash at banks:

Current accounts

2,088,100

2,090,612

Short term deposits

1,903,052

2,899,537

-----------

-----------

Cash and bank balances

3,993,062

4,993,493

Less: Bank overdrafts

(1,308,934)

-

Less: short-term deposit with original maturity more than six months

(29,014)

(604,345)

-----------

-----------

Cash and cash equivalents

2,655,114

4,389,148

These short-term deposit deposits, carry interest at prevailing market interest rates.

10 Borrowings

30 September

31 December

2025

2024

AED'000

AED'000

(Unaudited)

(Audited)

Long term borrowings

Non-current portion of term loans

684,284

735,700

Short term borrowings

Current portion of term loans

385,846

342,346

30 September

31 December

2025

AED'000

2024

AED'000

(Unaudited)

(Audited)

At the beginning of the period/year

1,078,046

1,420,392

Receipt during the period/year

234,997

-

Assumed on acquisition of a subsidiary (note 3)

49,245

-

Repayment during the period/year

(292,158)

-----------

(342,346)

-----------

At the end of the period/year

1,070,130

1,078,046

11 Trade and other payables

30 September

31 December

2025

AED'000

2024

AED'000

(Unaudited)

(Audited)

Trade payables

3,122,378

2,364,576

Project and other accruals

7,373,654

6,642,123

Advances from customers

4,291,457

3,630,013

Provisions

777,629

606,611

Retentions payable

343,489

284,454

VAT payables

337,721

460,151

Other payables

287,323

-----------

57,390

-----------

16,533,651

14,045,318

12 Taxation

On 9 December 2022, the United Arab Emirates (UAE) Ministry of Finance ("MoF") released Federal Decree-Law No 47 of 2022 on the Taxation of Corporations and Businesses, Corporate Tax Law ("CT Law") to enact a new Corporate Tax (CT) regime in the UAE. The new CT regime became effective for accounting periods beginning on or after 1 June 2023. The taxable income of the entities that are in scope for UAE CT purposes are subject to the rate of 9% corporate tax.

30 September

2025

30 September

2024

AED'000

AED'000

(Unaudited)

(Unaudited)

Current income tax

Current income tax charge

410,342

255,495

Reversal

(28,606)

-----------

-

-----------

Total current tax 381,736 255,495 Deferred tax

Deferred income tax (reversal) charge, net (15,893) 15,294

----------- ----------- Total income tax expense recognised in consolidated income statement 365,843 270,789

Movement of the income tax payable is as follow:

30 September

31 December

2025

2024

AED'000

AED'000

(Unaudited)

(Audited)

At beginning of the period/year

358,114

93,718

Charge for the period/year

410,342

347,655

Acquisition of a subsidiary

4,521

-

Reversal during the period/year

(28,606)

(13,382)

Exchange difference

749

(10,661)

Payments during the period/year

(259,580)

(56,501)

Other movements

(33,017)

-----------

(2,715)

-----------

At the end of the period/year

452,523

358,114

The tax payable resulting from United Arab Emirates and foreign operations in India, Kuwait, Taiwan, Egypt and Saudi Arabia is calculated in accordance with the taxation laws in the respective countries.

12 Taxation (continued)

Recently, in order to align with OECD's Global Minimum Tax effort (Pillar Two), the UAE Ministry of Finance (MoF) has introduced a Domestic Minimum Top-Up Tax of 15% for Multinational Enterprises (MNEs) with effect from financial years starting on or after 1st January 2025. NMDC Group and its subsidiaries/branches are in scope of Pillar Two legislation as it operates in certain jurisdictions that have enacted or substantively enacted Pillar Two legislation and its consolidated revenue exceeds €750 million threshold.

The Group estimates the following tax expense and top-up taxes related to Pillar Two for the period ended 30 September 2025:

Particulars

30 September 2025 AED'000

(Unaudited)

Group corporate taxes 276,456

Top-up taxes in the jurisdictions that have enacted Pillar Two legislation

effective 1stJanuary 2025 133,886

----------- Total 410,342

Furthermore, for the period ended 30 September 2025, the Group has applied the IASB amendment to IAS 12, Income Taxes, which provides a mandatory temporary exception from recognizing or disclosing deferred taxes related to Pillar Two.

13 Revenue from contracts with customers

13.1 Revenue by activity

UAE

International

Group

Nine-months period ended 30 September

AED'000

AED'000

AED'000

2025 (Unaudited)

Dredging, reclamation and marine construction

7,529,537

4,048

7,533,585

Engineering, procurement and construction

Total

8,936,243

-----------

16,465,780

4,075,620

-----------

4,079,668

13,011,863

-----------

20,545,448

13 Revenue from contracts with customers

13.1 Revenue by activity (continued)

UAE

International

Group

AED'000

AED'000

AED'000

Nine-months period ended 30 September

2024 (Unaudited)

Dredging, reclamation and marine construction

8,467,047

267,611

8,734,658

Engineering, procurement and construction

Total

6,088,385

-----------

14,555,432

3,694,991

-----------

3,962,602

9,783,376

-----------

18,518,034

UAE

International

Group

AED'000

AED'000

AED'000

Three-months period ended 30 September

2025 (Unaudited)

Dredging, reclamation and marine construction

2,327,528

120

2,327,648

Engineering, procurement and construction

3,479,096

1,366,498

4,845,594

Total

-----------

5,806,624

-----------

1,366,618

-----------

7,173,242

UAE

International

Group

AED'000

AED'000

AED'000

Three-months period ended 30 September

2024 (Unaudited)

Dredging, reclamation and marine construction

2,508,396

1,466,816

3,975,212

Engineering, procurement and construction

2,290,284

126,238

2,416,522

Total

-----------

4,798,680

-----------

1,593,054

-----------

6,391,734

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