Qalaa Holdings 3Q25 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 NINE MONTH PERIOD ENDED 30 SEPTEMBER 2025

[

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

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 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 11

Discontinued operation 14

Investments in associates and joint ventures 17

Financial assets and financial liabilities 18

Non-financial assets and liabilities 30

Related party transactions 32

(Loss) / 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.)

Introduction

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 30 September 2025 and the related interim condensed consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the nine-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 lhe limited i eview

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 conclusion›

Bank confirmations were not received from certain banks in connection with our audit of the consolidated financial statements of the Group for the year ended 31 December 2024. In the absence of confirmation responses or satisfactory alternative review procedures, until the date of this report, we have not been able to satisfy ourselves regarding the completeness and accuracy of the balances due to these banks of EGP 22.5 billion as at 30 September 2025 (EGP 22.3 billion as of 31 December 2024) and related disclosures 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 30 September 2025.

Accordingly, we were unable to determine whether any adjustments might have been necessary in respect of these balances in the interim condensed consolidated statement of financial position as at 30 September 2025 and, consequently, to the interim condensed consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the nine month period then ended, in addition to unfunded exposures, contingent liabilities or other disclosures that may have been required in the interim condensed consolidated financial statements for the nine month period then ended.

Pricewa ferhouseCoopers 'zzeideen, Diob & Co., Pubfic Accounfanrs One Ninety-Building AT-Fifih Settlement, New Cairo 11835,

PO Box 170 New Cairo, Cairo, Egypt

Tel: +20 2 27597700, Fax: 02 2 2Z5977J

Qualified conclusion

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 matter

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

As described in note (12) to the interim condensed consolidated financial statements, the Group's current liabilities exceeded its current assets by EGP 9.66 billion at 30 September 2025 and it had accumulated losses of EGP 26.33 billion as at that date. The Group also incurred a net loss from continuing operations amounting to EGP 4.33 billion for the period ended 30 September 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.

19 March 2026 Cairo

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

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

2025 2024

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 NINE MONTH PERIOD ENDED 30 SEPTEMBER 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.

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 register 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 register and can be renewed. The Holding Company is registered in the Egyptian Stock Exchange.

   The Holding Company's head office is 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 19 March 2026.

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 nine-months period ended 30 September 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.

Timing of revenue recognition

in time Over time Total

Energy sector Cement sector Mining sector

Agriculture food industries sector Transportation and logistics sector Other sectors

Timing of revenue recognition

in time time Total

Energy sector Cement sector

Agriculture food industries sector Mining sector

Transportation and logistics sector Other sectors

Total revenue from customers in Egypt was EGP 97.7 billion (30 September 2024: EGP 112.3 billion) representing 97.1% (30 September 2024: 99%) 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.

30 September 2025 31 December 2024

Non-current nvestment in

Segment assets Current assets assets associates Total assets

Current

assets

Non-current Investment

assets

in 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 97.1% (2024: 95.8%) 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	30 September 2025 Non-current liabilities	Total liabilities	31 December 2024
   				Current liabilities	Non-current liabilities	Total liabilities

   15,785,774	74,108,396	89,894,170
   48,174,275	15,683,336	63,857,611
   7,090,708	19,492,669	26,583,377
   7,159,699	839,184	7,998,883
   4,565,047	706,324	5,271,371
   4,096,637	96,687	4,193,324
   1,787,903	1,094,370	2,882,273
   88,660,043	112,020,966	200,681,009
   (36,792,250)	(21,432,839)	(58,225,089)
   51,867,793	90,588,127	142,455,920

   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. Impairment of trade receivables and other debit balances no longer required is mainly related to decrease in ECL as result of collection of receivables in one of the group's subsidiaries.

2. Other income includes an amount of EGP 62.5 million related to export subsidies income on 30 September 2025, and an amount of EGP 84 million related to negative goodwill resulting from the acquisition of a company in the transportation and logistics sector. The remaining amount related to income from activities other than the main activities of the Group (30 September 2024: An amount of EGP 122.9 million for export subsidies income).

3. Reversal of inventory impairment that is no longer required, relating to the reversal of the inventory provision following an award in favour of one of the Group's subsidiaries on 30 September 2024.

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

4. Provisions no longer required includes an amount of EGP 187 million related to the reversal of the QNB loan provision following the settlement of the loan.

5. Net change in financial assets at fair value through profit or loss includes a loss of EGP 111.5 million related to revaluation of NSPO call option and a gain of EGP 206.8 million related to change in fair value of Allied gold corporation shares (30 September 2024: a loss of EGP 88.5 million related to revaluation of NSPO call option and loss of EGP 48.6 million related to change in fair value of Allied gold corporation shares and gains of EGP 24.9 million related to change in fair value of Raya Holding investments ).

6. 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 30 September 2025 (30 September 2024: 684.1 million).

7. Provisions formed include an amount of EGP 521.6 million against probable claims from external parties on 30 September 2024.

8. Other expenses includes an amount of EGP 112.1 million related to change in financial liabilities at fair value through profit or loss (30 September 2024: an amount of EGP 22.8 related to losses from sale of financial assets at fair value through profit or loss in one of the group subsidiaries, while the remaining amount relates to expenses from activities other than the Group's principal operations.

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

   1. Net foreign exchange gain includes an amount of EGP 208.4 million related to hyperinflation differences from operations in Sudan (30 September 2024: EGP 520.2 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 180.7 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.

   3(d) Net impairment of financial assets and other gains (i) Net impairment of financial assets 30 September 30 September 2025 2024

   Impairment of bank accounts formed	-	(783)
   Impairment of bank accounts no longer required	18,974	-
   Impairment of due from related parties formed (Note 8a)	(1,394)	(1,464)
   Impairment of due from related parties no longer required	-	6,550
   Impairment of trade receivables and other debit balances formed	(42,398)	(35,857)
   Impairment of trade receivables and other debit balances no longer required (Note
   3a)	136,871	242,426
   Others	-	(102)
   	112,053	210,770

   3. Profit and loss information (continued)
   3(d) Net impairment of financial assets and other gains (Continued)
   30 September	30 September
   (ii) Other gains/ (losses) 2025	2024
   Gain/ (loss) on sale of fixed assets 17,148	(25)
   Loss on sale of biological assets (Note 3a) (104,163)	(33,658)
   Impairment of inventory - net (1,355)	81,678
   Impairment of fixed asset -net -	3,334
   Provisions formed (Note 7c) (242,595)	(575,206)
   Provisions no longer required (Note 7c) 207,936	3,767
   Net change in financial asset fair value change through profit or loss (Note 3a) 95,296	(339,842)
   Other income (Note 3a) 268,023	163,335
   Other losses (Note 3a) (121,259)	(93,574)
   119,031	(790,191)

2. Discontinued operations 4(a) Description

30 September 2024

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.

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

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

   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.

   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

   1. Assets

      	Ledmore Holding Limited	Total
      30 September 2025 Trade receivables and other debit balances	11,717	11,717
      Cash and cash equivalents	9,909	9,909
      Balance	21,626	21,626
      	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

      1. Discontinued operations (continued) 4(d) Assets and liabilities of disposal group classified as held for sale (continued)

   2. Liabilities

1. 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:

   30 September		31 December
   2025		2024
   1 January	6,815,647	4,695,303
   Additions	-	24,950
   Fair value of retained investment	-	1,888,600
   Share of gain of investments in associates in the consolidated statement of profit or
   loss	204,612	214,097
   Share of gain of investments in associates in the consolidated statement of
   comprehensive income	(16,703)	102,574
   Other components of equity	(81,810)	(109,877)
   Balance	6,921,746	6,815,647

   30 September 2025 31 December 2024 Non- Non-
   	Current	current	Total	Current	current	Total
   Secured Bank loans*	21,625,529	62,208,562	83,834,091	29,530,432	61,986,652	91,517,084
   Loans from related parties**	114,899	5,664,846	5,779,745	12,697,108	5,573,412	18,270,520

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

Secured and Unsecured

Short term facilities and bank

overdrafts 1,935,903 - 1,935,903 1,584,676 - 1,584,676

Bank loans*:

1. Arab International Bank loan

   Loan	Current	30 Septem Non-current	ber 2025 Accrued interest	Total	Current	31 December 2024 Non- Accrued current interest		Total
   National Company for Refining Consultation
   Loan currency: USD Arab International Bank (A)	746,562	5,577,367	-	6,323,929	672,779	5,922,720	-	6,595,499
   Other borrowing payables (A) Trimstone Assets Holdings Ltd. Loan currency: USD	-	2,152,989	1,258,338	3,411,327	-	2,312,480	571,053	2,883,533
   Arab International Bank (B)	378,909	1,904,884	-	2,283,793	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 (continued) 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	8,278,600
   Other interest	980,193
   Foreign currency exchange differences	(35,243)
   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)	(589,107)
   Debt expected waiver in case of compliance with whole contract terms (D)	4,686,754

   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 an the actual share prices at the date of settlement.

   2. Land Plot in Tibeen Area: Qalaa signed a sale agreement of a registered 60,127 sq.m. plot of land 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.

      Due to pending approvals from governmental authorities on completion of the plot of land sale agreement, the group did not derecognize the land against partial settlement of the loan as at September 30, 2025.

      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 during the period ended 30 September 2025, and EGP 50 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 30 September 2025, Qalaa paid EGP 296 million.

   4. Debt expected waiver in case of compliance with whole contract terms: The group is entitled to an expected waiver of EGP 4.68 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.

   The loan balance related to the local banks has not been derecognized, as the conditions required for derecognition under the agreement had not been fully satisfied. As of 30 September 2025, the Company didn't comply with certain conditions specified in the agreement. Accordingly, the related loan balance has 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.

On June 30, 2025, ERC succeeded in paying USD 157.1 million to the senior lenders.

Following the completion of this restructuring and the above-mentioned repayment, the net senior debt as of 30 September 2025 stands at EGP 5.4 billion (USD 113.8 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 37.8 billion (USD 790.6 million), with an expected repayment completion by 2030.

Related party loans**:

1. On 30 September 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.

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 September 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.

   As of 30 September 2025, the amount of USD 240,752,323 has been reclassified to the statement of owners' equity as payment under capital increase.

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.

   30 September 2025 31 December

   2024

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

      Borrowing from financial leasing entities (current portion)	374,398	372,315
      Borrowing from financial leasing entities (non-current portion)	575,030	490,059
      Balance	949,428	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 30 September 2025 amounted to EGP 178.8 million.

      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 30 September 2025 amounted to EGP 82.6 million.

The table below summarises the maturities of the Group's financial liabilities at 30 September 2025 and 31 December 2024, based on contractual payment dates.

1. Financial assets and financial liabilities (continued) 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.

      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 30 September 2025	Notes		Level 1	Level 2	Level 3	Total
      Financial assets
      Financial assets at FVOCI
      Unlisted equity instruments			-	18,427	79,401	97,828
      Financial assets at FVPL
      Listed equity instruments	6(f)(ii)		1,127,561	-	-	1,127,561
      Derivatives
      Written call option agreement (NSPO)	6(f)(iii)		-	-	1,197,873	1,197,873
      Total financial assets			1,127,561	18,427	1,277,274	2,423,262
      Financial liabilities
      Trading derivatives			-	1,511,491	1,212,962	2,724,453
      Total financial liabilities			-	1,511,491	1,212,962	2,724,453
      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			-	19,422	79,400	98,822
      Financial assets at FVPL
      Listed equity instruments	6(f)(ii)		1,032,748	-	-	1,032,748
      Derivatives
      Written call option agreement (NSPO)	6(f)(iii)		-	-	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			-	1,571,403	433,120	2,004,523
      Total financial liabilities			-	1,571,403	433,120	2,004,523

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

      There were no changes in the valuation technique for level 3 recurring fair value measurements during

      the period ended 30 September 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.

   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.

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

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

      The following table presents the changes in level 3 items for the period ended 30 September 2025 and 31 December 2024:

      Assets / (liabilities)

      Hedging Written call Unlisted Written

      derivatives - option equity call option

      interest rate agreement instruments agreement Debt swaps (ERC) (CCII) (Ostool) (NSPO) instruments

      Total

      129,446	(2,322)	50,847	1,926,709	-	2,104,680
      -	-	28,553	-	-	28,553
      -	-	-	-	(386,356)	(386,356)
      -	-	-	(617,281)	(46,764)	(664,045)
      (129,446)	-	-	-	-	(129,446)
      -	2,322	-	-	-	2,322
      -	-	79,400	1,309,428	(433,120)	955,708
      -	-	-	-	(742,613)	(742,613)
      -	-	-	(111,555)	(37,229)	(148,784)
      -	-	79,400	1,197,873	(1,212,962)	64,311

      Opening balance at 1 January 2024 Gains recognised through other comprehensive income

      Recognition of debt instruments

      Losses recognised through consolidated profit and loss

      Hedging derivatives matured Derecognition of the call option Closing balance at 31 December 2024 Recognition of debt instruments

      Losses recognised through consolidated profit and loss

      Closing balance at 30 September 2025

   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.

      sensitivity

      analysis

      2024

      2025

      2024

      2025

      2024

      2025

      inputs *

      2024

      2025

      Description

      observable 30 September 31 December 30 September 31 December 30 September 31 December

      Inputs used

      Valuation technique

      Range of Inputs

      Un-

      Fair value at

      30 September 31 December

      Written call	1,197,873	1,309,428	Probability	%23.03	22.08%	Option	Option	Risk free	Risk free	If an observable
      option			of default			valuation	valuation	interest rate	interest	input changed by
      agreement (NSPO)			rate			model Monte Carlo	model Monte Carlo	& volatility	rate & volatility	10% this would result in change in fair value by EGP38.5M.
      Unlisted	79,400	79,400	Credit	%27.3	27.3%	Discounted	Discounted	Risk free	Risk free	If an observable
      equity instruments (Ostool)			default rate			Cash flows	Cash flows	interest rate & volatility	interest rate & volatility	input 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 30 September 2025 and 31 December 2024.

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

   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. 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.

value value

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

   30 September 2025 31 December 2024 Level 3 fair value Carrying value Level 3 fair Carrying

   value value

   Liabilities Borrowings
   Loans and borrowings	91,549,739	91,549,739	111,372,280	111,372,280
   Other financial liabilities
   Borrowings from financial leasing entities	949,428	949,428	862,374	862,374
   Trade and other payables	16,847,265	16,847,265	16,193,732	16,193,732
   Due to related parties	3,389,177 3,389,177		3,396,932 3,396,932
   Total liabilities	112,735,609 112,735,609		131,825,318 131,825,318

   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.

1. Financial assets and financial liabilities (continued) 6(e) Restricted cash

   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.

   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:

      30 September 2025 31 December 2024 Non- Non-
      	Current	current	Total		Current	current	Total
      Listed equity instruments Allied Gold Corporation *	1,127,561		- 1,127,561		-	948,448	948,448
      Raya Holding for Financial investments	-		- -		84,300	-	84,300
      	1,127,561		- 1,127,561		84,300	948,448	1,032,748

      The fair value of EGP 1.12 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) (f), while the remaining shares were sold during the year of 2024.

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

   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 30 September 2025:

      30 September 2025 31 December

      2024

      Balance as of January 1	-	941,297
      Transfer from non-current portion*	962,344	-
      Disposals	-	(562,873)
      Disposals (closing of shares against loan)	-	(567,829)
      Foreign currency translation differences	(41,635)	566,212
      Impairment **	-	(320,553)
      Financial asset fair value change through profit or loss	206,852	(56,254)
      	1,127,561	-

      The instalments that the buyer can settle as shares, equivalent to the cash value of the instalments, were recognized as financial assets at fair value through profit or loss. The present value of the instalments was calculated using a discount rate of 6% annually, reflecting the prevailing interest rate on similar financial instruments.

      * During September 2025, the Group received 1,433,383 shares in Allied Gold Corporation, valued at USD 20,652,082, represents the second installment of the sale transaction of Ascom Precious Metals - Ethiopia. The buyer had the option to settle either in cash in September 2026 or in shares earlier. Accordingly, the shares received were reclassified from non-current assets to current assets.

      ** During the year ended 31 December 2024, APM formed an impairment by the difference between the loan balance owed to the St. James bank and the pledged shares fair value which is approximately USD 6.6 Million equivalent to EGP 320.5 million.

   3. Fair value exposure

Information about the methods and assumptions used in determining fair value is provided in note 6(d).

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

   ** During the year ending December 31, 2024, one of the subsidiaries obtained a facility amounting to USD 8 million from a financing entity at a specified interest rate, secured against cash collateral by another subsidiary within the Group. This collateral was transferred during the period ending 30 September 2025. The financing entity has the option to either claim the financed amount, including the specified interest, by January 10, 2026, or release the collateral and receive the financed amount under other repayment terms correlated to future proceeds of a certain litigation cases in the group's favor.

   During the period ending 30 June 2025, one of the subsidiaries obtained an additional facility amounting to USD 8 million, and with alternative repayment terms for a total of USD 16 million, in addition to a specified interest rate, until full repayment is made. The collateral was released and replaced with other equity instruments which serve as security for the full facility amount. Furthermore, an additional return is expected under alternative repayment terms linked to future proceeds from certain legal claims in favor of the Group.

   During the period ending 30 September 2025, one of the subsidiaries obtained an additional facility amounting to USD 7 million with a specified interest rate. Furthermore, an additional return is expected under alternative repayment terms linked to future proceeds from certain legal claims in favor of the Group.

   Non-current	Freehold land	Freehold buildings	Furniture, fittings and equipment	Machinery, barges and vehicles	Assets under construction	Total
   At 31 December 2024 Cost	3,807,533	18,304,182	3,501,065	215,783,663	2,642,654	244,039,097
   Accumulated depreciation and impairment	(16,774) (5,514,303) (1,880,731) (73,128,407) (441,908) (80,982,123)
   Net book value at 31 December 2024	3,790,759 12,789,879 1,620,334 142,655,256 2,200,746 163,056,974
   Period ended 30 September 2025
   Opening net book amount	3,790,759 12,789,879 1,620,334 142,655,256 2,200,746 163,056,974
   Additions	15,307	239,344	127,668	508,280	5,598,274	6,488,873
   Disposals	(375)	(21,484)	(8,950)	(19,443)	-	(50,252)
   Transfers from assets under construction Foreign currency translation difference -	-	239,918	684	4,876,586	(5,117,188)	-
   cost	(178,346)	(1,444,710)	(226,037)	(18,674,192)	(296,002)	(20,819,287)
   Effect of hyperinflation - cost	37,177	828,539	84,447	11,020,016	-	11,970,179
   Depreciation expense	(1,288)	(599,595)	(174,947)	(9,328,729)	-	(10,104,559)
   Accumulated depreciation of disposals Foreign currency translation difference -	-	2,746	4,474	8,874	-	16,094
   accumulated depreciation	6,249	680,479	135,040	3,993,073	-	4,814,841
   Effect of hyper-inflation - accumulated depreciation	(8,971)	(668,284)	(68,442)	(4,641,736)	-	(5,387,433)
   Impairment due to hyperinflationary revaluation	-	-	-	(5,026,945)	-	(5,026,945)

2. Non-financial assets and liabilities 7(a) Fixed assets

Net book value at 30 September 2025 3,660,512 12,046,832 1,494,271 125,371,040 2,385,830 144,958,485

At 30 September 2025

Cost 3,681,296 18,145,789 3,478,877 213,494,910 2,827,738 241,628,610

Accumulated depreciation and impairment (20,784) (6,098,957) (1,984,606) (88,123,870) (441,908) (96,670,125)

Net book value at 30 September 2025 3,660,512 12,046,832 1,494,271 125,371,040 2,385,830 144,958,485

1. Non-financial assets and liabilities (continued) 7(b) Right of use assets

   Right of use assets is recognised and classified as part of similar assets. Below is analysis for net book value of right of use assets leased under finance lease arrangements at 30 September 2025:

   Non-current	Land	Buildings	Electricity supply contract	Machinery	Vehicles	Total
   At 31 December 2024
   Cost	2,144,571	89,608	769,203	181,931	77,219	3,262,532
   Accumulated amortization and impairment	(516,594)	(60,397)	(277,674)	(30,021)	(59,351)	(944,037)
   Net book amount	1,627,977	29,211	491,529	151,910	17,868	2,318,495
   Period ended 30 September 2025
   Opening net book amount	1,627,977	29,211	491,529	151,910	17,868	2,318,495
   Additions of the period	-	18,470	-	-	89,367	107,837
   Disposals	-	-	-	(19,279)	(4,336)	(23,615)
   Foreign currency translation difference - cost	(118,698)	(3,131)	(44,852)	886	(3,342)	(169,137)
   Amortization charged during the period	(105,989)	(12,930)	(42,811)	(11,061)	(20,967)	(193,758)
   Accumulated amortization of disposals	-	-	-	12,563	2,544	15,107
   Foreign currency translation difference -
   accumulated amortization	32,004	(422)	17,715	(549)	(142)	48,606
   Net book value at 30 September 2025	1,435,294	31,198	421,581	134,470	80,992	2,103,535
   At 30 September 2025
   Cost	2,025,873	104,947	724,351	163,538	158,908	3,177,617
   Accumulated amortization and impairment	(590,579)	(73,749)	(302,770)	(29,068)	(77,916)	(1,074,082)
   Net book amount	1,435,294	31,198	421,581	134,470	80,992	2,103,535
   7(c)Provisions
   		Provision for claims2	Legal provisions	Other provisions2	Total
   Balance at 31 December 2024 and 1 January 2025		2,680,500	27,637	211,773	2,919,910
   Provisions formed		207,533	557	34,505	242,595
   Provisions used		(13,665)	(4,250)	(2,832)	(20,747)
   Provisions no longer required		(207,877)	(59)	-	(207,936)
   Foreign currency translation		(10,586)	(929)	(10,979)	(22,494)
   Balance at 30 September 2025		2,655,905	22,956	232,467	2,911,328
   		Provision	Legal	Other
   		for claims	provisions	provisions	Total
   Current		2,376,461	22,956	232,467	2,631,884
   Non-Current 1		279,444	-	-	279,444
   Balance at 30 September 2025		2,655,905	22,956	232,467	2,911,328

   1. The balance related to the social insurance.

   2. Significant estimates

Provisions are related to claims expected to be made by third parties in connection with the Group's operations. Provisions are recognized based on management study and in-light of its advisors' opinion and shall be used for its intended purposes. In case of any differences between the actual claims received and the preliminary recorded amounts, such differences will affect the year in which these differences have occurred.

1. Non-financial assets and liabilities (continued) 7(d) Inventory

   The Group's inventory balance decreased during the nine months period in 2025 from EGP 13.1 billion

   to EGP 12.4 billion due to an increase in work in process, finished goods, and spare parts inventory balances related to NDT (subsidiary of the Group) by EGP 946 million. The increase was offset by a decrease in the raw materials and work in process for ERC (subsidiary of the Group) by EGP 1.2 billion.

2. Related party transactions

The Group entered into several transactions with companies and entities that are included within the definition of related parties, as stated in EAS 15, "Disclosure of related parties". The related parties comprise the Group's board of directors, their entities, companies under common control, and/ or joint management and control, and their partners and employees of senior management. The partners of joint arrangement and non-controlling interest are considered by the Group as related parties. The tables below show the nature and values of transactions with related parties during the period, and the balances due at the date of the interim condensed consolidated financial statements.

Name of the Company

Nature of transactions

Balances

2024

Golden Crescent Finco Ltd. Investee *

Emerald Financial Services Ltd. Investee *

Nile Valley Petroleum Ltd. Investee *

Benu one Ltd. Investee *

(87,031)

(74,450)

(62,980)

(31,076)

191 1,405,599 1,492,439

18 1,202,329 1,276,761

- 1,031,813 1,094,793

- 501,871 532,947

Citadel Capital Partners Parent - 243,217 530,854 287,637

Logria Holding Ltd, Investee *

Rotation Ventures Investee *

Golden Crescent Investment Ltd. Investee *

Mena Glass Ltd Associate

Visionaire Investee *

Sphinx International Management Investee * Egyptian Company for International

(18,086)

(16,135)

(11,310)

(10,186)

(3,891)

(136)

- 286,577 304,663

- 260,585 276,720

- 182,653 193,963

- 164,496 174,682

- 62,830 66,721

1,148 47,714 46,702

Publication Investee * - - 41,896 41,896

ECARU Associate 8,227

(13,840)

25,724 31,337

Adena Shareholder

Nahda Company - Sudan Investee *

(2,223)

(1,911)

- 35,906 38,129

- 30,872 32,783

El Kateb for Marketing & Distribution Associate - - 598 598

Others

(4,044)

- 68,583 72,627

Less: Accumulated impairment loss**

(5,202,903)

(5,524,885)

* The Group holds less than 20% shareholding in these investments. These investments do not meet the definition of related parties as per the Egyptian Accounting Standards (EAS 15 "Related Party Disclosures"). However, the Group's management has classified these investments as related parties for disclosure purposes only.

** The accumulated impairment loss of due from related parties is as follows:

Key management includes Directors (executive and non-executive), members of the Executive Committee, the Company Secretary and the Head of Internal Audit. The Group paid EGP 284.9 million as salaries and benefits to senior management personnel during the period ended 30 September 2025 (30 September 2024: EGP 223.7 million). This amount includes social insurance contribution.

1. Related party transactions (continued) 8(d) Terms and conditions

   Transactions relating to dividends, calls on partly paid ordinary shares and subscriptions for new

   ordinary shares were on the same terms and conditions that applied to other shareholders.

   The loans to related parties are repayable between 1 to 10 years from the reporting date. The average interest rate on the loans to related parties during the period was 7.5% (31 December 2024: 7.5%). Outstanding balances are secured and are repayable in cash.

2. (loss) / earnings per share 9(a) Basic (loss) / earnings per share

   Basic earnings per share is calculated by dividing the earnings attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the period after excluding ordinary shares held in treasury.

   30 September 2025 30 September

   2024

   From continuing operations attributable to the ordinary equity
   holders of the company	(0.661)	(2.075)
   From discontinued operation	-	5.359
   Total basic (losses)/ earnings per share attributable to the ordinary equity holders of the company	(0.661)	3.284
   9(b) Reconciliations of (losses) / earnings used in calculating earnings per share
   30 September		30 September
   2025		2024
   Basic earnings per share Loss from continuing operations as presented in the interim condensed consolidated statement of profit or loss (4,329,972)		(1,551,882)
   (Less): Loss/(profit) from continuing operations attributable to non- controlling interests 3,126,678		(2,224,161)
   Loss from continuing operations attributable to the ordinary equity holders (1,203,294)		(3,776,043)
   Profit from discontinued operation -		9,753,159
   (Loss) / profit attributable to the ordinary equity holders of the company used in calculating basic earnings per share (1,203,294)		5,977,116

   The weighted average number of shares during the period was 1,820,000.

   9(c) Diluted earnings per share

   Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group does not have any categories of dilutive potential ordinary shares on 30 September 2025 and 30 September 2024, hence the diluted earnings per share is the same as the basic earnings per share.

3. Basis of preparation of the interim condensed consolidated financial statements

   Compliance with EAS

   The interim condensed consolidated financial statements for the financial period ended 30 September 2025 have been prepared in accordance with the requirements of Egyptian Accounting Standard (30) "Interim Financial Statements".

   These interim condensed consolidated financial statements don't contain all the information required in preparing the full annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2024.

   The accounting policies adopted in the preparation of this interim condensed consolidated financial information are consistent with those of the previous financial year and corresponding interim reporting period, except for the estimation of income tax (note 3(c)) and the adoption of new and amended standards as set out below.

   Summary of material modifications of the Egyptian Accounting Standards

   1. The Group has applied Paragraph "57A" of Egyptian Accounting Standard No. 13 issued on 3 March 2024, due to foreign currencies lack of exchangeability to meet its obligations in foreign currencies from Egyptian banks. Therefore, the Group has decided to use the first exchange rate at which the Group can obtain foreign currencies. Below is the real-time exchange rate used by the Group subsidiaries:

      Foreign currency EGP observable price used

United states dollar (USD) 49.5

Euro 53.85

The following table represents the book value of monetary assets and monetary liabilities affected on 1 January 2024 and their effect:

The management did not recognize the related deferred tax assets in respect of the unrealized foreign losses due to doubt of recoverability.

1. The Prime Minister issued Decision No. (3527) and (3528) of 2024 on 23 October 2024, adding a new standard in the Egyptian Accounting Standards EAS 51 "Hyperinflation". The new standard was published in the Official Gazette on 23 October 2024. The Egyptian economy is not yet considered to be a hyperinflationary economy

1. Critical judgments in applying the Group's accounting policies

   In general, applying the Group accounting policies does not require judgments other than the below and apart from those involving estimates that have significant effects on the amounts recognized in the interim condensed consolidated financial statements.

   1. Hyperinflationary Economies

      The Group exercises significant judgement in determining the onset of hyperinflation in countries in which it operates and whether the functional currency of its subsidiaries, associates is a currency of a hyperinflationary economy.

      Various characteristics of the economic environment of Sudan are taken into account. These characteristics include, but are not limited to, whether:

      • the general population prefers to keep its wealth in non-monetary assets or in a relatively stable foreign currency;

      • prices are quoted in a relatively stable foreign currency;

      • sales or purchase prices take expected losses of purchasing power during a short credit period into account;

      • interest rates, wages, and prices are linked to a price index;

      • and the cumulative inflation rate over three years is approaching, or exceeding, 100%.

      Following management's assessment, the Group's subsidiary in Sudan, Al-Takamol for Cement has been accounted for as entities operating in hyperinflationary economies.

   2. Consolidation of Orient Investment Properties Ltd and its subsidiary Egyptian Refining Company - (S.A.E) ("ERC")

The Group currently holds 31.51% in Orient Investment Properties Ltd, which is the majority shareholder of ARC. ARC has a shareholding of 66.6% in ERC. Through the various shareholding structures, the Group holds an effective 13% shareholding in ERC and consolidates the ERC entity. ERC represents the most substantial portion of Orient and ARC's operations.

ERC was set up for the purpose of constructing and operating a refinery project and aims to provide benefits for its stakeholders such as debt and equity financiers in addition to cost savings to Egyptian General Petroleum Corporation (EGPC). The Group was involved with the setup and design of ERC.

In August 2019, ERC started its pre-completion operations which resulted in supplying EGPC with LPG, reformate, JET fuel, diesel, and fuel oil products.

The full operation phase started at the beginning of the year 2020. As of 30 September 2025, ERC is in full compliance with both financial and non-financial covenants under the restructured debt agreements.

According to the clauses in ERC Deed of Shareholders Support, the Group shall prior to the project completion and for two years thereafter, have control over ERC's decision-making, management and operations. Contractually with these clauses, the Group has the full ability to direct the relevant activities of ERC until two years post to the project completion terms have been met. The Group will need to reassess control if the Deed of Shareholders Support clauses no longer apply as this may result in control being lost by the Group at this date.

1. Consolidation of Orient Investment Properties Ltd and its subsidiary Egyptian Refining Company - (S.A.E) ("ERC") (continued)

   Whilst Egyptian General Petroleum Corporation (EGPC - a significant shareholder in ERC) and ERC have entered into several contractual arrangements, which will be effective during the operational phase, these have been assessed and do not provide Egyptian General Petroleum Corporation (EGPC) with the control to direct the relevant activities of ERC. The Deed of Shareholders Support would override any such clauses in other contractual arrangements including any shareholder agreements of ARC or Orient Investment Properties if such clauses are contrary to the Group having control.

   The Group is exposed to variable returns with the involvement with ERC. Variable returns consist of equity returns, fees for service contracts, guarantee fees incurred by the Group on behalf of ERC and exposure to reputational risk.

   Management is of the view that the Group has control over ERC by virtue of shareholders agreements, exposure, or rights, to variable returns from its involvement with ERC; and can use its control over ERC to affect the amount of the Group's variable returns. Management considers that the relevant activities that most significantly affect variable returns will not be derived during the construction phase of the project but rather during the operational phase.

   Furthermore, management has applied judgment in determining if the Group controls Orient and ARC. It should be noted that ERC represents the most significant variable returns of both Orient and ARC. As such, whatever conclusion is reached for ERC would be considered appropriate for Orient and ARC.

   In determining the appropriate accounting treatment for ERC, Orient and ARC management applied significant judgment. If management's judgments were to change, this would result in the deconsolidation of ARC and its subsidiary ERC. ERC currently has consolidated assets and liabilities impacting the interim condensed consolidated financial position amounting to approximately EGP

   170.1 billion and EGP 87.7 billion respectively as of 30 September 2025 and with a consolidated Loss of EGP 3.9 billion for the nine months period. The primary assets and liabilities making up these totals are represented in the fixed assets amounted to EGP 132.9 billion, trade receivables amounted to 3.9 billion, trade and other payables amounted to EGP 5.4 billion and loans liabilities amounted to EGP

   58.4 billion.

2. Functional currencies of different entities within the Group

Different entities within the Group have different functional currencies, based on the underlying primary economic environment in which the entities operate. Determining the functional depends on the currency which an entity generates and expends cash. The functional currency is the currency which is:

• Mainly influences prices for goods and services,

• Official for the country that mainly determine the prices according to competitive forces and regulations.

• Influences labor, material and other costs of providing goods and services.

1. Functional currencies of different entities within the Group (continued)

   In some instances, it is not clear from the above what the functional currency should be, and consideration would be given to the currency financing is obtained and currency receipt of cash is retained. Management have exercised judgement in assessing the functional currency of some of the entities.

   Specifically, in determination of the functional currency of the Egyptian Refining Company (ERC), the Group based its judgement on the fact that the company operates in a market where the price the goods and services are determined is based on global commodity markets. As such, the USD mainly influences prices of goods and services in ERC as well as a large proportion of labour, material and other costs. Moreover, the US Dollar is the currency in which ERC's business risks and exposures are managed, financing is obtained and cash from operating activities are retained. On this basis, management determined the functional currency for ERC to be USD.

2. Assessing whether the arrangement with EGPC is or contains a lease

ERC and EGPC signed a series of agreements where EGPC agreed that ERC would undertake a project to construct, operate, maintain and own at Mostorod a hydro-cracking complex to produce high value petroleum products and EGPC would off-take all the end products produced from the complex except for coke and Sulphur.

In line with the requirements of Egyptian Accounting Standard 49, the Group has assessed whether the arrangement with EGPC is or contains a lease over the hydro-cracking complex. In making the assessment the Group considered the contractual provisions of the contracts and whether those provisions convey to EGPC the right to control the use of the hydro-cracking complex for consideration over the period of the contract.

Egyptian Accounting Standard "49" states that the arrangement is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The contractual provisions of the contracts between EGPC and ERC do not convey to EGPC the right to control the use of the hydro-cracking complex over the duration of the off-take agreement. Furthermore, ERC controls the operations and maintenance of the hydro-cracking complex over the duration of the contract and decides on how the output would be by determining the appropriate product mix.

Although EGPC obtains substantially all the economic benefit from the hydro-cracking complex, the product is purchased at market price, this indicator alone is not sufficient in isolation to conclude EGPC controls the use of the complex. To control the use of the complex, EGPC is required to have not only the right to obtain substantially all of the economic benefits from the use of an asset throughout the period of use (a 'benefits' element) but also the ability to direct the use of that asset (a 'power' element), i.e. EGPC must have decision-making rights over the use of the asset that gives it the ability to influence the economic benefits derived from the use of the asset throughout the period of use.