Qalaa Holdings 1Q25 Audited Financial Statements - Consolidated

QALAA FOR FINANCIAL INVESTMENTS

S.A.E. AND ITS SUBSIDIARIES

LIMITED REVIEW REPORT AND INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2025

[

QALAA FOR FINANCIAL INVESTMENTS S.A.E. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH ENDED 31 MARCH 2025

Limited review report 1 - 2

Interim condensed consolidated statement of financial position 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

Introduction 8

Segment information 8

Profit and loss information 12

Discontinued operation 14

Investments in associates and joint ventures 17

Financial assets and financial liabilities 17

Non-financial assets and liabilities 30

Related party transactions 32

Earnings per share 34

Basis of preparation of the interim condensed consolidated financial

statements 35

Critical judgments in applying the Group's accounting policies 36

Going concern 40

Significant events 46

Subsequent events 48

[

To the Board of Directors of Qalaa for Financial Investments (S.A.E.)

We have conducted a limited review for the accompanying interim condensed consolidated statement of financial position of Qalaa for Financial Investments (S.A.E.) (the "Company") and its subsidiaries (together the "Group") as of 31 March 2025 and the related interim condensed consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the three-month period then ended. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with the Egyptian Accounting Standard 30 "Interim Financial statements", and our responsibility is limited to expressing a conclusion on these interim condensed consolidated financial statements based on our limited review.

Scope of the limited review

We have conducted our limited review in accordance with the Egyptian Standard on Limited Review Engagements No. 2410 "Review of Interim Financial Statements Performed by the Independent Auditor of the Entity". A limited review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other limited review procedures. A limited review is substantially less in scope than an audit conducted in accordance with Egyptian 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 on these interim condensed consolidated financial statements.

Basis for qualified conclusioi›

BanK confirmations in respect of balances due to banks amounting to EGP 22.3 billion as of 31 December 2024 were not received in connection with the audit of the Group for the year then ended. In the absence of responses to our bank confirmations requests, we have not been able to satisfy ourselves by alternative review procedures regarding the completeness and accuracy of the balances due to these banks of EGP 22.7 billion as at 31 March 2025 and any other balances including unfunded exposures and contingent liabilities that the Group may have had with these banks as at 31 December 2024 and 31 March 2025. Accordingly, we were unable to determine whether any adjustments might have been necessary in respect of these balances or unfunded exposures and other contingent liabilities in the interim condensed consolidated statement of financial position as at 31 March 2025 and, consequently, to the interim condensed consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the period then ended

https://www.pwc.com

PricewoterKouseCoopers fiszeldeen, Diob & No., Public Accountonrs

One Niaety-Building A2-Fifth Settlement, New Cairo 11835, pO Box 170 New Cairo, Cairo, Egypt

Tel: 20 2 27597700, Fox: +O2 227597711

Limited t-evieio repot t (continiiecl)

Except for the possible adjustments that might have been determined to be necessary had we been able to verify the completeness and accuracy of balances due to banks and any unfunded exposures or contingent liabilities, in light of our limited review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with Egyptian Accounting Standard 30 "Interim financial statements".

Emphases of mattei

Without additional qualification to our conclusion, we draw attention to the tollowing matters:

As described in note (12) to the interim condensed consolidated financial statements, the Group's current liabilities exceeded its current assets by EGP 22.1 billion at 31 March 2025 and it had accumulated losses of EGP 25.12 billion as at that date. The Group also incurred a net loss from continuing operations amounting to EGP 0.9 billion for the period ended 31 March 2025. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern. The interim condensed consolidated financial statements do not include the adjustments that would be necessary if the Group were unable to continue as a going concern

As described in note (11.B), the interim condensed consolidated financial statements sets out the key considerations and critical accounting judgements applied by management in concluding that the Egyptian Refining Company ("ERC") should be consolidated by the Group. Should these considerations and judgements change, the Group may need to deconsolidate ERC.

Hisham Mohamed

R.A.A. 39411

F.R.A. 422

29 October 2025 Cairo

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 MARCH 2025

(All amounts are shown in Thousand Egyptian Pounds unless otherwise stated)

The accompanying notes on pages 8 - 48 form an integral part of these interim condensed consolidated financial statements. Limited review report attached.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2025

(All amounts are shown in Thousand Egyptian Pounds unless otherwise stated)

The accompanying notes on pages 8 - 48 form an integral part of these interim condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2025

(All amounts are shown in Thousand Egyptian Pounds unless otherwise stated)

The accompanying notes on pages 8 - 48 form an integral part of these interim condensed consolidated financial statements.

QALAA FOR FINANCIAL INVESTMENTS S.A.E. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2025

(All amounts are shown in Thousand Egyptian Pounds unless otherwise stated)

Total comprehensive loss income for the period Dividends distribution

Foreign exchange differences of shareholders reserve Shareholders' balance

The accompanying notes on pages 8 - 48 form an integral part of these interim condensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2025

(All amounts are shown in Thousand Egyptian Pounds unless otherwise stated)

The accompanying notes on pages 8 - 48 form an integral part of these interim condensed consolidated financial statements.

1. Introduction

   Qalaa for Financial Investments "S.A.E." "The Holding Company" was incorporated in 2004 as an Egyptian joint stock company under Law No. 159 of 1981. It was registered in the commercial registered under number 11121, Cairo on 13 April 2004. The Holding Company's term is 25 years as of the date it is entered in the commercial registered and can be renewed. The Holding Company is registered in the Egyptian Stock Exchange.

   The Holding Company's head office is in located at 31 Arkan Plaza, Sheikh Zayed City, 6th of October, Giza, Arab Republic of Egypt.

   The purpose of the Group and main activities are described in note 2 on segment information.

   The Holding Company is owned by Citadel Capital Partners Ltd. Company (Malta) by 23.49% which is the ultimate controlling party.

   The interim condensed consolidated financial statements were authorised to be issued by the Board of Directors on 29 October 2025.

2. Segment information

The Group Management Board is identified as the Chief Operating Decision-Maker (CODM) at Group level.

The information below shows the segment information provided to the CODM for the reportable segments for the three months period ended 31 March 2025 and also the basis on which revenue is recognized:

The following summary describes each reportable segment:

Energy sector

Qalaa for Financial Investments Company has invested in energy as one of the core industries within the Group segments. Its integrated investments along the value chain, midstream and downstream including refining, energy distribution, power generation and solid waste management, provide solutions that truly tackle the energy problems that faces today.

Cement sector

Qalaa for Financial Investments Company in the cement sector produce high-quality building materials that meet international environmental standards, while helping build critical national infrastructure in Africa and the Middle East. Qalaa for Financial Investments, through its subsidiary company ASEC Holding, has pursued promising opportunities in regional markets with strong fundamentals.

Transportation and logistics sector

Qalaa for Financial Investments Company investments in the river transport, logistics and port management sector. As fuel subsidies are gradually removed in Egypt and fuel becomes more costly, manufacturers will be seeking for alternative means of transporting goods. Nile logistics has large fleet of fuel-efficient barges, which are more efficient, affordable and environmentally friendly that transfer cargo along the Nile. The capacity of one river barges is equivalent to 20-40 trucks, with only one-quarter of the emissions.

Mining sector

Qalaa for Financial Investments Company investments in the mining sector help in developing nations and add value to their natural resources. All of Group investments in the mining sector focus on research and development, precious metals mining, mining for the cement industry, quarry management and the production of insulation materials products for domestic and export consumption to help countries in Africa and the Middle East to unlock their economic potential.

Agriculture food industries sector

Qalaa for Financial Investments Company investments in agri-foods aim to overcome challenges facing the agricultural and food production sector in Egypt and the region. Qalaa Companies in the agri-foods sector bring trusted household names to market through Dina farms, ICDP (Dina Farms' fresh dairy and juice producer).

Financial services sector

Qalaa for Financial Investments and its subsidiaries within this sector invest in various sectors including energy, cement, transportation and logistics, mining, agriculture food industries, and Packaging and printing. Some of the wholly owned subsidiaries have acquired debts to finance ERC and other operational companies within the Group.

Below is summary of operating revenues by segment. The amounts presented include inter-segment transactions, which are conducted in the normal course of business and priced in a manner similar to third party transactions. The revenue from external parties is measured in the same way as in the interim condensed consolidated statement of profit or loss.

31 March 2025

Inter-

Segment segment revenue revenue

Revenue

from external customers

Timing of revenue recognition

At a point

in time

Over time

Total

33,325,133

1,608,916

944,233

830,826

218,294

305,842

37,233,244

-

-

-

-

-

-

-

33,325,133

1,608,916

944,233

830,826

218,294

305,842

37,233,244

Energy sector Cement sector Mining sector

Agriculture food industries sector Transportation and logistics sector Other sectors

Total

31 March 2024

Inter-

Segment segment

revenue revenue

Revenue

from external customers

Timing of revenue recognition

At a point

in time

Over time

Total

34,406,606

1,136,112

759,975

733,978

- 34,406,606

- 1,136,112

- 759,975

- 733,978

163,422

368,112

37,568,205

- 163,422

- 368,112

- 37,568,205

Energy sector Cement sector Mining sector

Agriculture food industries sector Transportation and logistics sector

Other sectors

Total

Total revenue from customers in Egypt was EGP 36.6 billion (31 March 2024: EGP 36.6 billion) representing 98.3% (31 March 2024: 97.27%) of the total consolidated revenue. Revenue generated from outside Egypt is substantially derived from the operations in Sudan.

Segment assets are measured in the same way as in the interim condensed consolidated financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset.

31 March 2025 31 December 2024

Investment Investment

Non-current in

Segment assets Current assets assets associates Total assets

Current

assets

Non-current in

assets

associates Total assets

Energy

Financial services Cement

Mining Agriculture food industries Transportation and logistics Other

Eliminations

Total

The total of non-current assets other than financial instruments and deferred tax assets located in Egypt represents 93.03% (2024: 96.12%) of the total consolidated assets of the Group.

1. (d) Segments liabilities

   Segment liabilities are measured in the same way as in the interim condensed consolidated financial statements. These liabilities are allocated based on the operations of the segment.

   Segment liabilities	Current liabilities	31 March 2025 Non-current liabilities	Total liabilities	31 December 2024
   				Current liabilities	Non-current liabilities	Total liabilities

   24,063,700	76,528,395	100,592,095
   65,575,541	15,887,606	81,463,147
   6,099,013	19,977,476	26,076,489
   7,240,785	723,340	7,964,125
   4,497,062	752,960	5,250,022
   4,195,371	99,996	4,295,367
   1,768,436	1,084,164	2,852,600
   113,439,908	115,053,937	228,493,845
   (42,314,421)	(21,947,572)	(64,261,993)
   71,125,487	93,106,365	164,231,852

   23,762,764	74,520,738	98,283,502
   64,956,190	15,654,160	80,610,350
   6,114,881	20,442,830	26,557,711
   7,135,994	634,620	7,770,614
   4,386,271	698,398	5,084,669
   4,122,139	159,609	4,281,748
   1,762,645	1,084,544	2,847,189
   112,240,884	113,194,899	225,435,783
   (42,000,798)	(21,981,881)	(63,982,679)
   70,240,086 91,213,018		161,453,104

   Energy

   Financial services Cement

   Agriculture food industries Mining

   Transportation and logistics Other

   Elimination

   Total

2. Profit and loss information 3(a) Significant items

1. "Other income" includes an amount of EGP 17.4 million related to export subsidies income on 31 March 2025 and the remaining amount related to income from activities other than the main activities of the Group (31 March 2024: An amount of EGP 36.6 million for export subsidies income and an amount of EGP 40.9 million related to change in fair value of financial liability through profit or loss).

2. Net change in financial assets at fair value through profit or loss includes a loss of EGP 117.9 million related to revaluation of NSPO call option (31 March 2024: a loss of EGP 451 million related to revaluation of NSPO call option and loss of EGP 67.5 million related to change in fair value of Allied gold corporation shares and loss of EGP 404 million related to change in fair value of other investments at fair value through profit or loss).

3. In May 2008, Qalaa for Financial Investments' Extraordinary Shareholder's Meeting approved the management contract between the Company and its parent - Citadel Capital Partners, upon which, Citadel Capital Partners would manage the Company and would be entitled to 10% share of the Company's net profit for the year, payable on a quarterly basis. Additionally, it was disclosed at the time in the Company's listing prospectus on the Egyptian Stock Exchange, published in Al-Shorouk newspaper, issue no. 308, dated 5 December 2009. Subsequently, the Company's General Assembly Meeting held on 25 July 2019 decided the interpretation and application of the management fee calculation to Citadel Capital Partners Ltd. (CCP) which will be based on 10% of the net profit allocated to the owners of the parent company interests from the consolidated profit. The Other losses including the management fee amounted to Nill during the period ending 31 March 2025 (31 March 2024: 801.9 million).

4. "Provisions formed" includes an amount of EGP 53.8 million against probable claims from external parties on (31 March 2024: 396 million).

1. Profit and loss information (continued) 3(b) Finance costs - net

   31 March 2025		31 March 2024
   Net foreign exchange gain1	203,349	552,546
   Credit interest2	317,602	174,199
   Ineffective portion of cash flow hedge	-	79,707
   Gain from loan restructuring 3	473,162	-
   Total finance income	994,113	806,452
   Interest expenses4	(1,978,845)	(3,028,990)
   Other interest expense5	(544,058)	-
   Lease interest expense	(129,646)	(74,200)
   Total finance costs	(2,652,549)	(3,103,190)
   Net	(1,658,436)	(2,296,738)

   1. Net foreign exchange gain includes an amount of EGP 111 million related to hyperinflation differences from operations in Sudan (31 March 2024: EGP 198 million).

   2. Credit interest includes a gain an amount of EGP 124 million resulting from the acceleration of present value interest income following the early receipt of the second instalment of Allied in shares.

   3. Gain from loan restructuring represents the derecognition of the conditional interest liability following the fulfillment of all terms under the loan agreement with the National Development and Trading Company.

   4. Interest expense includes an amount of EGP 60.59 million related to the substantive call option liability related to National Printing Company.

   5. Other interest expense represents the interest calculated on the total debt until the Group fully complies with the restructuring agreements terms. Under these agreements, the bank continues to calculate interest on the full amount at the original loan agreement rate, recorded in a separate account. note 6(a)

   3(c) Income tax

   Income tax expense is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year.

2. Discontinued operations

National Printing S.A.E (Subsidiary of Grandview) (Packaging & printing sector)

As of 27 March 2024, the Group disposed 27.21% of its shares in National Printing, leading to the derecognition of the subsidiary and the retained interest is accounted for as an investment in associate using the equity method.

Discontinued operations after tax are represented in the following:

Three months ended 31 March 2024

Revenue 1,458,966 1,458,966

Cost of revenue (1,046,586) (1,046,586)

General and administrative & selling and marketing expenses (113,761) (113,761)

Other expenses - net 23,876 23,876

Finance cost - net (12,082) (12,082)

Operating profits before taxes 310,413 310,413

Income tax (53,262) (53,262)

Deferred tax (7,679) (7,679)

Profit after income tax of discontinued operation 249,472 249,472

Gain on sale of investment in subsidiary * 9,694,134 9,694,134

Net profit for the period 9,943,606 9,943,606

Income tax - -

Profit from discontinued operations, net of tax 9,943,606 9,943,606

Net cash flow generated from operating activities 81,781 81,781

Net cash flow used in investing activities (60,632) (60,632)

Net cash flow generated from financing activities 255,643 255,643

Net decrease in cash used in by the subsidiary 276,792 276,792

Total disposal consideration 10,628,142

Carrying amount of net assets sold ** (1,590,388)

Non-controlling interests 746,068

Amount of post completion payment (424,935)

Remaining shares liability (9,216)

Gain on sale before income tax and reclassification of foreign currency translation reserve and

other equity reserves 9,349,671

Reclassification of foreign currency translation reserve and other equity reserves 344,463

Gain on sale after income tax 9,694,134

** The table below includes the assets and liabilities of Grandview (after eliminations) summarized by each major category:

Arbitration based on the Bilateral Investment Treaty

Qalaa and one of its subsidiaries commenced an arbitration in 2021 administered by the Permanent Court of Arbitration in relation to a dispute with a foreign government. Hearings were held in 2024 and were followed by two rounds of post-hearing submissions.

Management has assessed the facts surrounding the claim and has concluded that no contingent asset should be recognised in the interim condensed financial statements. In accordance with EAS 28 Provisions, Contingent Liabilities and Contingent Assets, no contingent asset has been recognised in the financial statements as EAS 28 prohibits the recognition of contingent assets unless the realisation of income is virtually certain which is not currently the case.

In a separate agreement between Qalaa and Financial Holding International Limited ("FHI"), a payment to FHI is required by Qalaa should the claim be resolved in favour of the Group and the cash received exceeds a minimum amount. This obligation meets the definition of a financial liability under EAS 25 Financial Instruments: Presentation and is required to be initially measured at fair value and subsequently at amortised cost. Given that it is difficult to determine the impact of the arbitration on the Company's current or future profits at such an early stage of the proceedings, management has concluded that the carrying amount of the liability is immaterial at the end of the reporting period.

1. Discontinued operations (continued) 4(c) Significant estimates and assumptions (continued)

   Management will continually reassess the estimates and assumptions related to the potential recognition of the contingent asset and the measurement of the financial liability due to FHI. These assessments will be conducted in line with the latest developments in the arbitration proceedings.

   The contract with the third party indicates higher percentage shares in any proceeds should be paid the higher the amount of the award. Should a payment be required at any future time, this will arise in conjunction with the realisation of a currently unrecognised contingent asset."

   4(d) Assets and liabilities of disposal group classified as held for sale

   (i) Assets

   		Ledmore Holding Limited	Total
   31 March 2025
   Trade receivables and other debit balances		12,380	12,380
   Cash and cash equivalents		10,470	10,470
   Balance		22,850	22,850
   		Ledmore Holding
   		Limited	Total
   31 December 2024
   Trade receivables and other debit balances		12,442	12,442
   Cash and cash equivalents		10,523	10,523
   Balance		22,965	22,965
   (ii) Liabilities
   	Mena Home
   	Furnishing Malls Ltd.	Ledmore Holding Limited	Total
   31 March 2025
   Trade payables and other credit balances	2,665	2,295	4,960
   Balance	2,665	2,295	4,960
   	Mena Home
   	Furnishing Malls	Ledmore Holding
   	Ltd.	Limited	Total
   31 December 2024
   Trade payables and other credit balances	2,680	2,554	5,234
   Balance	2,680	2,554	5,234

2. Investments in associates and joint ventures

   Carrying amounts of investments in associates and joint ventures

   The carrying amount of equity-accounted investments has changed as follows during the period / year as follows:

   31 March 31 December

   2025 2024

Other components of equity (47,526) (109,877)

Balance 6,784,159 6,815,647

31 March 2025 31 December 2024 Non- Non-

Current current Total Current current Total

1. Financial assets and financial liabilities 6(a) Borrowings

Secured

Bank loans* 28,823,964 63,804,370 92,628,334 29,530,432 61,986,652 91,517,084

Loans from related

parties** 12,335,826 5,686,338 18,022,164 12,697,108 5,573,412 18,270,520

41,159,790 69,490,708 110,650,498 42,227,540 67,560,064 109,787,604

Secured and Unsecured

Short term facilities and

bank overdrafts 1,793,700 - 1,793,700 1,584,676 - 1,584,676

1,793,700 - 1,793,700 1,584,676 - 1,584,676

Total borrowings 42,953,490 69,490,708 112,444,198 43,812,216 67,560,064 111,372,280

Bank loans*:

1. Arab International Bank loan

   31 March 2025 31 December 2024 Non- Accrued Non- Accrued Loan Current current interest Total Current current interest Total
   National Company for Refining Consultation Loan currency: USD
   Arab International Bank (A)	741,602	5,893,083	-	6,634,685	672,779	5,922,720	-	6,595,499
   Other borrowing payables (A)	-	2,300,907	799,789 3,100,696		-	2,312,480	571,053 2,883,533
   Trimstone Assets Holdings Ltd.
   Loan currency: USD
   Arab International Bank (B)	367,361	2,012,713	- 2,380,074		342,829	2,022,835	- 2,365,664

   1. Qalaa and its related companies entered into a debt restructuring agreement with Arab International Bank effective in the third quarter of year 2024. Under this agreement, loans were restructured and will be repaid in installments totaling USD 184 million starting from 2024 till 2033. A variable interest rate with a SOFR base will be applied semi-annually. As of 31 December 2024, Qalaa paid USD 15 Million under the new restructured agreement. The loan balance in National Company For Refining Consultancy includes an amount transferred from Qalaa. Until the Group fully complies with the new payment schedules, the agreement specifies that the bank will continue to calculate interest on the total amount at the previous interest rate under the original loan agreement in a separate account. Once the payment schedule is completed under the new terms, USD 44 million along with any accrued interest and excess interest, will be waived by the bank. The amount of USD 44 million and its associated interest payable are classified as other borrowing payables as per the above detailed schedule.

   2. The loan portion on Trimestone (a wholly owned subsidiary) includes an amount transferred from Citadel Capital Partners, Qalaa's main shareholder. On 6 July 2023, Qalaa's ordinary general assembly authorized Qalaa's Board of Directors to transfer a debt owed by Citadel Capital Partners Ltd., Qalaa's main shareholder to one of Qalaa's fully owned subsidiaries. This debt owed to Arab International bank and was transferred in the third quarter with an amount of EGP 1,728 billion. Management has classified the amount due from Citadel Capital Partners as an equity balance rather than a financial asset. Consequently, this balance is going to be netted off from any future management fees amounting to 10% of the consolidated net profit of the Group attributable to the owners of the parent company, and/ or any other distributions in accordance with the company's articles of association.

      1. Financial assets and financial liabilities 6(a) Borrowings (continued)

2. Local banks loans

   Qalaa has entered into a debt settlement agreement with Banque Misr, Banque du Caire, Arab African International Bank, and Al Ahli Bank of Kuwait ("the Egyptian Banks") to settle its debts as follows:

   Settlement and waivers Amount in EGP

   Total debt before the settlement agreement	8,747,222
   Other interest	499,400
   Foreign currency exchange differences	4,674
   Settlement through transfer of shares in Taqa Arabia (A)	(3,347,689)
   Settlement through land plot in Tibeen area (B)	(600,000)
   Compensation for exchange rate and stock price variations (C)	(641,046)
   Debt expected waiver in case of compliance with whole contract terms (D)	4,662,561

   1. Shares in TAQA Arabia: In September 2024, Qalaa transferred 239,120,667 shares (17.68%) in TAQA Arabia to the Egyptian banks. The shares are included as part of the investment in associates (note 5) and the balance of the loan was not reduced by the value of the shares due to the following reasons:

      • The group has the right to repurchase these shares (call option) during the fifth year after the transfer. The banks retain the right to resell the shares to Qalaa (Put option) during the sixth year. The group did not account for the call or the put option as the shares are considered under the control of Qalaa as illustrated in point 3 below.

      • The agreement imposes restrictions on the local banks on selling the transferred shares for five years till the call option period elapses.

      • Qalaa will maintain voting rights for the transferred shares in TAQA Arabia S.A.E. until the end of the call option period. In line with EAS 18 "Investment in Associates," reflecting significant influence through voting rights, Qalaa has equity accounted for its 17.68% interest in the Company and has not derecognized the associated liability. If management's judgments change, this could lead to the derecognition of the investment in TAQA Arabia S.A.E. and the associated liability to pay the strike price. Without these amounts on the balance sheet, the option would be treated as a derivative financial instrument at fair value through profit or loss.

      • As per the agreement, Qalaa transferred the 239,120,667 shares of Taqa Arabia at an agreed price. At the end of the put option period and by the time the shares are settled against the loans, Qalaa is liable to compensate the banks with any differences below the agreed price plus specific return and the actual share prices at the date of settlement.

   2. Land Plot in Tibeen Area: Qalaa transferred a registered 60,127 sq.m. land plot overlooking the Nile in the Tibeen area in September 2024 owned by one of the group's wholly owned subsidiaries, valued at EGP 600 million, contingent on obtaining a construction license within six months after meeting the conditions precedent. Until the license is obtained, the bank considers the selling price of the land to be EGP 233.5 million.

      The group did not derecognize the land against partial settlement of the loan as the group has the right to replace the land with another asset within 6 months after the condition precedent is met.

      6. Financial assets and financial liabilities (continued) 6(a) Borrowings (continued)

   3. Compensation for Exchange Rate and Stock Price Variations: These include an amount of EGP 598 million which will be paid over five years in equal instalments till 31 December 2028. Of this amount, Qalaa paid EGP 70 million subsequent to the period. Additionally, an amount of EGP 296 million is due as exchange rate compensation payable during the year 2024 and 2025. As of 31 March 2025, Qalaa paid EGP 249.1 million out of the EGP 296 million, the remaining amount which is EGP 46.9 million settled subsequent to the period.

   4. Debt expected waiver in case of compliance with whole contract terms: The group is entitled to an expected waiver of EGP 4.6 billion and any accrued interest conditioned to compliance with the whole agreement terms and conditions. Until the Group fully complies with the terms of the agreement. The agreement specifies that the bank will continue to calculate interest on the total amount at the previous interest rate under the original loan agreement in a separate account.

   As of 31 March 2025, the company did not comply with some of the conditions specified in the agreement. Accordingly, all the loan balance related to the Egyptian banks have been presented as current liabilities.

3. ERC debt restructuring:

As of December 20, 2024, ERC has successfully finalized its Senior and Subordinated debt Restructuring. As part of the agreement ERC paid a total of EGP 1.69 billion (USD 33.3 million) in fees and default interest related to the debt restructuring process.

During the year ended 31 December 2024, ERC made a payment of EGP 11.9 billion (USD 233.6 million) to senior lenders, consisting of EGP 10 billion (USD 197 million) in principal repayment and EGP 1.86 billion (USD 36.6 million) in interest and fees. Furthermore, a total of EGP 2.45 billion (USD 48.1 million) was paid to subordinated lenders as per the restructuring agreement.

Following the completion of this restructuring and the above-mentioned repayment, the net senior debt as of 31 March 2025 stands at EGP 10.45 billion (USD 206.7 million), down from an initial amount of EGP 119.47 billion (USD 2.35 billion), ERC remains on track to settle its senior debt ahead of schedule. The subordinated debt currently stands at EGP 39.6 billion (USD 783 million), with an expected repayment completion by 2030.

Related party loans**:

1. On 31 March 2024, FHI discharged the loans owned by National Development and Trade Company and United Company for Foundries.

2. In accordance with ERC loan restructuring agreement signed with the senior lenders and approved by the shareholders (note 6 (a)(3)), ERC cannot pay any instalments of QPI's loan until the senior loans are fully settled. Accordingly, the QPI shareholder's loan has been reclassified to non-current liabilities.

   6. Financial assets and financial liabilities (continued) 6(a) Borrowings (continued)

3. On December 20, 2024, the group finalized a debt restructuring deal of USD 20 million, which

   includes a put option exercise notice of USD 5.5 million over a portion of one of Qalaa's subsidiary's equity. The debt will be repaid in 24 equal monthly instalments at a specified interest rate. Additionally, the lender agreed to waive any principal amount exceeding USD 18 million, provided that the obligations under the Finance Documents are met.

4. As of 30 June 2024, an amount USD 240,752,323 has been reclassified from bank loans to loans from related parties as Qalaa shareholders through Qalaa Holding Restructuring Ltd. (QHRI) purchased the external debt owed by Qalaa to certain banks and financial institutions participating in the syndicated loan agreement.

5. On October 30, 2024, an assignment agreement was concluded between QHRI and Citadel Capital Partners Company (CCP), the main shareholder, for USD 60,852,032. This amount represents CCP's share of the debt owed by Qalaa to QHRI. This agreement is part of the procedures to increase Qalaa's issued capital, allowing CCP to subscribe to its shares (whether in preferred or common shares) using the credit balance. The assignment is non-transferable and cannot be disposed of, pledged, traded, or endorsed until payment is made. Subsequent to the period, the capital increase was completed.

6. On 22 May 2024, Qalaa and one of its fully owned subsidiaries signed an agreement with Olayan to restructure an existing USD 12 million loan by which Qalaa transferred a building to partially settle an existing loan owed by the subsidiary. Olayan assigned its rights in a USD 12 million loan to one of his related parties. Qalaa will pay a monthly interest rate for three years in the form of lease payments. Qalaa has a call option to repurchase the building within three years for USD 12 million plus a fixed annual interest rate. Management assessed that this transaction does not qualify as a sale and is recognized as a collateralized borrowing, as the company retains control over the transferred asset. In December 2024, an agreement has been signed regarding the remaining debt of Olayan.

   6(b) Borrowing from financial leasing entities

   31 March

   2025

   31 December

   2024

   Borrowing from financial leasing entities (current portion)	421,937	372,315
   Borrowing from financial leasing entities (non-current portion)	490,272	490,059
   Balance	912,209	862,374

   1. One of the Group's subsidiaries signed a financing contract. The contractual value of the contract amounted to EGP 321.9 million is divided into two tranches.

      The total value of the first tranche amounted to EGP 208.2 million with interest rate 3% above LIBOR to be paid in quarterly installments until 20 March 2028.

      The interest charged to the interim condensed consolidated statement of profit or loss during the period ended 31 March 2025 amounted to EGP 69.9.

      6. Financial assets and financial liabilities (continued) 6(b) Borrowing from financial leasing entities (continued)

   2. One of the Group's subsidiaries signed a financing contract dated 30 April 2024. The contractual value of the contract amounted to EGP 402.7 million, with an interest rate based on the lending rate announced by the Central Bank of Egypt to be paid on a monthly instalment over two years.

      The interest charged to the interim condensed consolidated statement of profit or loss during the period ended 31 March 2025 amounted to EGP 30.3 million.

      6(c) Maturities of financial liabilities

      The table below summarises the maturities of the Group's financial liabilities at 31 March 2025 and 31 December 2024, based on contractual payment dates.

      	Below six months	From six months to one year	From one year to two years	Above two years
      31 December 2024 Borrowings and interest	25,465,032	21,471,886	39,790,194	53,234,211
      Trade payables and other credit balances	7,951,334	4,248,462	24,417	20,729
      Due to related parties	6,146,239	12,772,857	-	-
      Lease Liabilities	92,002	138,000	207,296	1,946,397
      Borrowing from financial leasing entities	261,248	268,111	325,888	378,004
      Financial liabilities at fair value through profit or loss	-	2,004,523	-	-
      Total	39,915,855	40,903,839	40,347,795	55,579,341
      31 March 2025
      Borrowings and interest	41,441,395	17,119,373	19,849,665	57,355,769
      Trade payables and other credit balances	18,187,942	575,432	2,333,731	29,435
      Due to related parties	3,381,692	49,685	-	-
      Lease Liabilities	201,388	246,817	268,322	1,829,367
      Borrowing from financial leasing entities	268,430	297,312	322,644	322,018
      Financial liabilities at fair value through profit or loss	2,403,336	-	-	-
      Total	65,884,183	18,288,619	22,774,362	59,536,589

      6(d) Recognised fair value measurements

      1. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of financial instruments that are recognized and measured at fair value in the interim condensed financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under EAS 45 "Fair value measurement". An explanation of each level follows underneath the table.

1. Financial assets and financial liabilities (continued) 6(d) Recognised fair value measurements (continued)

   1. Assets and liabilities not measured at fair value but for which fair value is disclosed (continued)

      Recurring fair value measurements are those that the accounting standards require or permit in the consolidated statement of financial position at the end of each reporting period. The level in the fair value hierarchy into which the recurring fair value measurements are categorized are as follows.

      Recurring fair value measurements At 31 March 2025	Notes	Level 1	Level 2	Level 3	Total
      Financial assets
      Financial assets at FVOCI
      Unlisted equity instruments		-	17,633	79,400	97,033
      Financial assets at FVPL
      Listed equity instruments	6(f)(ii)	1,044,960	-	-	1,044,960
      Derivatives Written call option agreement (NSPO)	6(f)(iii)	-	-	1,192,035	1,192,035
      Total financial assets		1,044,960	17,633	1,271,435	2,334,028
      Financial liabilities Trading derivatives		-	1,552,856	850,480	2,403,336
      Total financial liabilities		-	1,552,856	850,480	2,403,336
      Recurring fair value measurements
      At 31 December 2024	Notes	Level 1	Level 2	Level 3	Total
      Financial assets Financial assets at FVOCI
      Unlisted equity instruments	5(b)	-	19,422	79,400	98,822
      Financial assets at FVPL
      Listed equity instruments	5(c)	1,032,748	-	-	1,032,748
      Derivatives
      Written call option agreement (NSPO)	5(f)	-	-	1,309,428	1,309,428
      Total financial assets		1,032,748	19,422	1,388,828	2,440,998
      Financial liabilities
      Financial liabilities at fair value	5(g)	-	1,571,403	433,120	2,004,523
      Total financial liabilities		-	1,571,403	433,120	2,004,523

      There were no changes in the valuation technique for level 3 recurring fair value measurements during the period ended 31 March 2025 and 31 December 2024.

      Level 1: The fair value of financial instruments traded in active markets (such as trading instruments) is based on quoted market prices (unadjusted) at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

      Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

      Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and over the counter derivatives.

      6. Financial assets and financial liabilities (continued) 6(d) Recognised fair value measurements (continued)

   2. Valuation techniques used to determine fair values

      Specific valuation techniques used to value financial instruments include:

      • the use of quoted market prices or dealer quotes for similar instruments.

      • the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

      • Unlisted equity investments compose interest in an investment fund. Fair value is measured by reference to published net asset value of the fund.

      • the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

      Aside from traded financial instruments, which are included in level 1, all of the resulting fair value estimates are included in level 2 except for derivative contracts, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

   3. Fair value measurements using significant unobservable inputs (level 3)

      The following table presents the changes in level 3 items for the period ended 31 March 2025 and 31 December 2024:

      Assets / (liabilities)

      Hedging Written

      derivatives - call option interest rate agreement swaps (ERC) (CCII)

      Unlisted

      equity instruments (Ostool)

      Written

      call option

      agreement Debt

      (NSPO)

      instruments

      Total

      Opening balance at 1 January 2024	129,446	(2,322)	50,847	1,926,709	-	2,104,680
      Gains recognised through other comprehensive income	-	-	28,553	-	-	28,553
      Recognition of debt instruments	-	-	-	-	(386,356)	(386,356)
      Losses recognised through consolidated profit and loss	-	-	-	(617,281)	(46,764)	(664,045)
      Hedging derivatives matured	(129,446)	-	-	-	-	(129,446)
      Derecognition of the call option	-	2,322	-	-	-	2,322
      Closing balance at 31 December 2024	-	-	79,400	1,309,428	(433,120)	955,708
      Recognition of debt instruments	-	-	-	-	(403,960)	(403,960)
      Losses recognised through consolidated profit and loss	-	-	-	(117,393)	(13,400)	(130,793)
      Closing balance at 31 March 2025	-	-	79,400	1,192,035	(850,480)	420,955

      6. Financial assets and financial liabilities (continued) 6(d) Recognised fair value measurements (continued)

   4. Valuation inputs and relationships to fair value

      The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See (ii) above for the valuation techniques adopted.

      	Fair	value at	Un-	Range	of Inputs	Valuatio	n technique	Inp	uts used
      	31 March	31 December	observable	31 March	31 December	31 March	31 December	31 March	31 December
      Description	2025	2024	inputs *	2025	2024	2025	2024	2025	2024	sensitivity analysis

      Written call	1,192,035	1,309,428	Probability	19.47 %	22.08%	Option	Option	Risk free	Risk free	If an observable input
      option			of default			valuation	valuation	interest	interest	changed by 10% this
      agreement			rate			model	model	rate &	rate &	would result in change
      (NSPO)						Monte Carlo	Monte Carlo	volatility	volatility	in fair value by EGP 178M.
      Unlisted	79,400	79,400	Credit	27.3%	27.3%	Discounted	Discounted	Risk free	Risk free	If an observable input
      equity instruments (Ostool)			default rate			Cash flows	Cash flows	interest rate & volatility	interest rate & volatility	changed by 10% this would result in change in fair value by EGP 2.5M.

      • There were no significant inter-relationships between unobservable inputs that materially affect fair values.

      • There were no changes in the valuation technique for level 3 recurring fair value measurements during the period ended 31 March 2025 and 31 December 2024.

   5. Valuation processes

      The finance department of relevant subsidiary includes a team that performs the valuations on quarterly basis. The finance department places a partial reliance on experts in the valuation of hedging derivatives.

      The main level 3 inputs used by the Group are derived and evaluated as follows:

      • Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

      • Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk gradings determined by the Group's internal credit risk management.

      • Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

      6. Financial assets and financial liabilities (continued) 6(d) Recognised fair value measurements (continued)

   6. Valuation processes for recurring and non-recurring level 3 fair value measurements

      Level 3 valuations are reviewed by the Group's financial officer who reports to the Board of Directors. The financial officer considers the appropriateness of the valuation model inputs, as well as the valuation result using various valuation methods and techniques. In selecting the most appropriate valuation model the financial officer performs back testing and considers which model's results have historically aligned most closely to actual market transactions.

      The level three debt instruments are valued at the net present value of estimated future cash flows.

      The Group also considers liquidity, credit and market risk factors, and adjusts the valuation model as deemed necessary.

   7. Assets and liabilities not measured at fair value but for which fair value is disclosed

Fair values analyzed by level in the fair value hierarchy and the carrying value of assets and liabilities not measured at fair value are as follows. There are no differences between the fair value and carrying value of assets and liabilities due to its short maturities and they are all due as of the reporting period.

31 March 2025 31 December 2024

Level 3 fair

value

Level 3 fair

Carrying

Carrying value value value

31 March 2025 31 December 2024

Level 3 fair

value

Level 3 fair

Carrying

Carrying value value value

1. Assets and liabilities not measured at fair value but for which fair value is disclosed (continued)

   The fair values in level 2 and level 3 of the fair value hierarchy were estimated using the discounted cash flows valuation technique. The fair value of floating rate instruments that are not quoted in an active market was estimated to be equal to their carrying amount. The fair value of unquoted fixed interest rate instruments was estimated based on estimated future cash flows expected to be received discounted at current interest rates for new instruments with similar credit risks and remaining maturities.

   Financial assets carried at amortized cost

   The fair value of floating rate instruments is normally their carrying amount. The estimated fair value of fixed interest rate instruments is based on estimated future cash flows expected to be received discounted at current interest rates for new instruments with similar credit risks and remaining maturities. Discount rates used depend on the credit risk of the counterparty.

   Liabilities carried at amortized cost

   Fair values of other liabilities were determined using valuation techniques. The estimated fair value of fixed interest rate instruments with stated maturities were estimated based on expected cash flows discounted at current interest rates for new instruments with similar credit risks and remaining maturities. The fair value of liabilities repayable on demand or after a notice period ("demandable liabilities") is estimated as the amount payable on demand, discounted from the first date on which the amount could be required to be paid.

2. Presentation of financial instruments by measurement category

For the purposes of measurement, Egyptian Accounting Standard no.47 "Financial Instruments" classifies financial assets into the following categories: (a) financial assets at fair value through profit or loss, (b) debt instruments at fair value through other comprehensive income, (c) equity instruments at fair value through other comprehensive income and (d) financial assets at amortized cost. Financial assets at fair value through profit or loss have two sub-categories: (i) Financial assets mandatorily measured at fair value through profit or loss and (ii) assets designated as such upon initial recognition. In addition, finance lease receivables form a separate category.

This amount represents the debt service and maintenance amounts that one of the Group's subsidiary must cover in separate bank accounts according to the loan agreements between the subsidiary and a group of lenders exclusively for the purpose of settling the financial requirements per the mentioned contracts.

1. Financial assets and financial liabilities (continued) 6(f) Financial asset at fair value through profit or loss

   1. Classification of Financial assets at fair value through Profit or loss

      The Group classifies the following financial assets at fair value through profit or loss (FVPL):

      • debt investments that do not qualify for measurement at either amortized cost or FVOCI

      • equity investments that are held for trading, and

      • equity investments for which the entity has not elected to recognize fair value gains and losses through OCI.

      Financial assets measured at FVPL include the following:

      31 March 2025 31 December 2024 Non- Non-
      	Current	current	Total		Current	current	Total
      Listed equity instruments Allied Gold Corporation *	1,044,960		- 1,044,960		-	948,448	948,448
      Raya Holding for Financial investments	-		- -		84,300	-	84,300
      	1,044,960		- 1,044,960		84,300	948,448	1,032,748

      The fair value of EGP 1.04 billion (2024: EGP 948 billion) is being measured based on the quoted prices of the shares in the active stock market.

      * On 6 September 2023, The Group's management through "ASEC Company for Mining (ASCOM)" sold its shares in "Ascom Precious Metals (APM) - Ethiopia" to "Allied Gold ET 2 Corp". The transaction amount included the transfer of 11,465,795 shares in "Allied Gold Corporation" (A listed entity in the Canadian Stock Exchange). The market value of these shares on 6 September 2023 was USD 46,224,353 at USD 4.0315 per share. The Group classified the shares as financial assets through profit or loss (FVTPL) as they are acquired primarily for trading (held for trading). ASCOM used 7,500,000 shares as collateral for the facilities provided by St. James Bank note (13)(e), while the remaining shares were sold during the year of 2024.

   2. Amounts recognized in profit or loss

Below is the change in fair value on financial asset due to the change in the share price of "Allied Gold Corporation" in the Canadian Stock Exchange for the period ended 31 March 2025:

31 March

2025

31 December

2024