Qalaa Holdings 4Q24 Audited Financial Statements - Consolidated

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

AUDITOR'S REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

31 DECEMBER 2024

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

CONSOLIDATED FINANCIAL STATEMENTS

Auditor's report 1 - 2

Consolidated statement of financial position 3

Consolidated statement of profit or loss 4

Consolidated statement of comprehensive income 5

Consolidated statement of changes in equity 6

Consolidated statement of cash flows 7

Group structure 8

Financial assets and financial liabilities 31

Non-financial assets and liabilities 66

Equity 80

Segment information 84

Profit or loss 90

Non-cash investing and financing activities 97

Reconciliation of liabilities arising from financing activities 98

Unrecognised items 99

Other information 101

Critical estimates, judgement and errors 106

Financial risk management 107

Capital risk management 118

Summary of significant policies 119

Significant events 153

The subsequent events to the date of the financial statements 157

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Auditors' report

To the Shareholders of Qalaa for Financial Investments (S.A.E.) Report on the Consolidated financial statements

We have audited the accompany ing consolidated financial statements of Qalaa for Financial Investments (S.A.E.) (the "Company") and its subsidiaries (together the "Group") which comprise the consolidated statement of financial position as at 31 December 2024 and the consolidated statements of profit or loss, comprehensive income, changes in equity and cash fiows for the financial year then ended, and a summary of significant accounting policies and other notes.

Management's responsibility for the consolidated financial statements

These consolidated financial statements are the responsibility of the Group's management. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Egyptian Accounting Standards and in light of the prevailing Egyptian laws. Management responsibility includes designing, implementing, and iiiaintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material ir isstatement, whether due to fraud or error. Management responsibility also includes selecting and applying appropriate accounting policies; and making accounting estimates that arc reasonable in the circumstances.

Auditors' responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Except for the matters to be discussed in the basis for qualified opinion paragi apli. We conducted our audit in accordance with Egyptian Standards on Auditing and in 1ight of prevailing Egyptian laws. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures se Meeted depend on the auditor's judgment, including the assessment of the risks of material m isstatement of the consolidated financial statements, whether due to fraud or error. In iiiaking those risk assessments, the auditor considers internal control relevant to the Groti p's preparation and fair presentation of the consolidated financial statements in order to design audit procedtn es that are appropriate in the circumstances, brit not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also incl udes evaluating the appi opriateness of accounting policies and the accounting estimates made by management, as well as the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis lot our audit opinion on these consolidated financial statements.

Auditors' report (continued) Page 2

Basis for qualification

As disclosed in Note 5(It), the Group has loans due to banks of which confirmations have not been received in response to our requests for confirmation for balances due to banks amounting to EGP 22.3 billion as of 31 December 2024. In the absence of responses to our bank confirmation requests, we have not been able to satisfy ourselves by alternative audit procedures regarding the completeness and accuracy of the balances due to these banks, other balances and unfunded exposures and contingent liabilities with these banks as at 31 Decein ber 2024. Accordingly, we were unable to deteriiiine whether adjustments night have been necessary in respect of the loan balances or unfunded exposures and other contingent liabilities in the consolidated statement of financial position as at 31 December 2024 and, consequently, the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, and the contingent liabilities disclosed in Note 1.8 to the consolidated financial statements as at 31 December 2024.

Qualified opinion

Except for the possible adjustments that in ight have been determined to be necessary had we been able to verify the completeness and accuracy of banks' loans, in our opinion, the accompany ing consolidated financial statements referred to above present fairly, in all material respects, the financial position of Qalaa for Financial Investments (S.A.E.) and its subsidiaries as of 31 December 2024 and of their financial performance and their cash flows for the financial year then ended in accordance with Egyptian Accounting Standards and in light of the related Egyptian laws and regulation.

Emphases of matter

Without qual ify ing our opin ion, we draw attention to the following matters:

- As described in note (28-A-3) to the consolidated financial statements, the Group's current liabilities exceeded its current assets by EGP 27.8 billion at 31 December 2024 and it had accumulated tosses of EGP 25.03 billion as at that date. The group incurred net loss from continuing operation amounting to EGP 1 .8 billion for the year ended 31 December 2024. 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 consolidated financial statements do not include the adjustments that would be necessary if the Group were unable to continue as a golng concern according to the matters detailed in note (28-A-3).

Note 2(e)(i) to the consolidated financial statements sets out the key considerations and critical accovirrting 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.

Wael Sakr

R.A.A. 26.144

1-lassan B

o.98

F.R:A. 3.81

PricewaterliouseCoopers Ezzeldeen, Diab & Co.

Public Accountants

6 July 2025 Cairo

B.T. Mohamed Hilal & Wahid Abdel Ghaffar Accountants &Consultaots

The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements. Auditor's report attached.

The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements.

The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements.

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

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

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

The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements.

The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements.

Group structure

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 registered 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 in 31 Arkan Plaza, Sheikh Zayed City, 6th of October, Giza, Arab Republic of Egypt.

   The purpose of the Holding company is represented in providing consultancy in financial and financing fields for different companies and preparing and providing the feasibility studies in the economical, engineering, technological, marketing, financial, administrative, borrowing contracts arrangements and financing studies for projects and providing the necessary technical support in different fields except legal consultancy, in addition to working as an agent of companies and projects in contracting and negotiations in different fields and steps especially negotiations in the management contracts, participation and technical support, managing, executing and restructuring of projects.

   The Holding company may have an interest or participate in any way with companies and others that carry out work similar to its work or that may help it to achieve its purpose in Egypt or abroad, and it may also merge with the previous bodies, buy or join them according to the provisions of the law and its executive regulations.

   The Extraordinary General Assembly of the Holding company decided on 20 October 2013 to approve the Company's conditions of work in accordance with the Capital Market Law and its Executive Regulations as a company engaged in the purpose of establishing companies and participating in increasing the capital of companies in accordance with the provisions of Article 27 of the Capital Market Law and Article 122 of its executive regulations.

   On September 26, 2024, the Extraordinary General Assembly of the Company approved reconsidering and potentially revoking all previously approved decisions related to the Company's transition to operate under the provisions of Capital Market Law No. 95 of 1992 and its executive regulations.

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

   The consolidated financial statements were authorised to be issued by the holding company's Board of Directors on 6 July 2025.

2. Interests in other entities 2(a) Material subsidiaries

   Below is a list of material subsidiaries at 31 December 2024 and 31 December 2023:

   Company name

   Currency

   Functional of country currency situated

   Country of

   Incorporation

   Effective

   shareholding by the Group share%

   31 December

   2024

   2023

   Non-controlling

   interest %

   31 December

   2024 2023

   Citadel Capital Ltd.	USD	USD	British Virgin Island	99.99	99.99	0.01	0.01
   Citadel Capital Holding for Financial	USD	USD	British Virgin Island
   Investments-Free Zone				99.99	99.99	0.01	0.01
   Sequoia Williow Investments Ltd.	USD	USD	British Virgin Island	99.99	99.99	0.01	0.01
   Arab Company for Financial Investments	EGP	EGP	Arab Republic of Egypt	94.00	94.00	6.00	6.00
   Trimstone Assets Holding Limited - BVI	USD	USD	British Virgin Island	100.00	100.00	0.00	0.00
   Citadel Capital for International Investments	USD	USD	British Virgin Island
   Ltd.				100.00	100.00	0.00	0.00
   Qalaa Energy Ltd.	USD	USD	British Virgin Island	100.00	100.00	0.00	0.00
   National Company for Refining Consultation	USD	EGP	Arab Republic of Egypt	100.00	100.00	0.00	0.00
   Africa Railways Holding	USD	MUR	Republic of Mauritius	66.24	66.24	33.76	33.76
   Tanweer for Marketing and Distribution Company (Tanweer)	EGP	EGP	Arab Republic of Egypt	99.87	99.87	0.13	0.13
   Financial Unlimited for Financial Consulting	EGP	EGP	Arab Republic of Egypt	99.87	99.87	0.13	0.13
   Citadel Capital Joint Investment Fund	USD	MUR	Republic of Mauritius
   Management Limited				99.99	99.99	0.01	0.01
   Darley Dale Investments Ltd.	USD	USD	British Virgin Island	100.00	100.00	0.00	0.00
   International for Refinery Consultation	USD	EGP	Arab Republic of Egypt	100.00	100.00	0.00	0.00
   Falcon for Agriculture Investments	USD	USD	British Virgin Island	54.95	54.95	45.05	45.05
   Silverstone Capital Investments Ltd.	USD	USD	British Virgin Island	100.00	100.00	0.00	0.00
   Citadel Capital Transportation Opportunities Ltd.	USD	USD	British Virgin Island	98.10	67.55	1.90	32.45
   National Company for River Transportation	EGP	EGP	Arab Republic of Egypt
   Nile Cargo S.A.E. National Company for River Ports Management S.A.E.	EGP	EGP	Arab Republic of Egypt	80.30 80.30	59.27 59.27	19.70 19.70	40.73 40.73
   National Development and Trading Company	EGP	EGP	Arab Republic of Egypt	100.00	69.28	0.00	30.72
   Arab Swiss Engineering Co. (ASEC)	EGP	EGP	Arab Republic of Egypt	69.27	69.27	30.73	30.73
   ASEC for Manufacturing and Industries Project Co (ARESCO)	EGP	EGP	Arab Republic of Egypt	98.90	69.27	1.10	30.73
   ASEC Cement Co.	EGP	EGP	Arab Republic of Egypt	70.20	51.80	29.80	48.20
   ASEC Automation Co.	EGP	EGP	Arab Republic of Egypt	93.70	37.16	6.30	62.84
   Al Takamol for Cement Ltd. Co. ****	SDG	SDG	Sudan	35.51	26.42	64.49	73.58
   Orient Investments Properties Ltd. *	USD	USD	British Virgin Island	31.51	31.51	68.49	68.49
   Arab Refining Company - S.A.E.	USD	EGP	Arab Republic of Egypt	19.50	19.50	80.50	80.50
   Egyptian Refining Company - S.A.E. (indirectly owned by Orient Investment Property)	USD	EGP	Arab Republic of Egypt	13.00	12.99	87.00	87.01
   Tawazon for Solid Waste Management	EGP	EGP	Arab Republic of Egypt
   (Tawazon)				99.99	99.99	0.01	0.01
   United Foundries Company	EGP	EGP	Arab Republic of Egypt	100.00	67.46	0.00	32.54
   Sphinx Egypt for Financial Consulting Company	EGP	EGP	Arab Republic of Egypt	69.88	69.88	30.12	30.12
   Africa Joint Investment Fund	USD	MUR	Republic of Mauritius	30.87	30.87	69.13	69.13
   Mena Joint Investment Fund	USD	EUR	Luxembourg	73.25	73.25	26.75	26.75
   ASEC company for mining (ASCOM)	EGP	EGP	Arab Republic of Egypt	59.46	59.46	40.54	40.54
   ASCOM Carbonate & Chemical Manufacture	USD	EGP	Arab Republic of Egypt
   Company				59.45	59.45	40.55	40.55
   Glassrock Insulation Company	USD	EGP	Arab Republic of Egypt	56.62	56.62	44.03	44.03
   National Printing Company ***	EGP	EGP	Arab Republic of Egypt	27.21	31.37	72.79	68.63
   ASEC Trading Company	EGP	EGP	Arab Republic of Egypt	99.80	99.80	0.20	0.20

   2(b) Key financial information for significant subsidiaries Total Total Net profit / 31 December 2024

   Total assets equity revenue (loss)

   Orient Investment Properties Ltd. *	188,516,921	92,407,125	134,945,781	1,824,168
   National Development and Trading Company	18,762,313	(7,932,310)	5,202,180	1,375,583
   ASEC Company for Mining (ASCOM)	7,278,493	2,162,764	3,227,735	(359,893)
   Citadel Capital Transportation Opportunities Ltd.	1,472,026	(2,809,722)	864,724	149,229
   United Foundries Company	907,354	(1,673,656)	1,365,047	211,940
   Falcon for Agriculture Investments Group	3,226,651	(1,024,365)	3,245,268	201,256

   Total Total Net profit / 31 December 2023

   Total assets equity revenue (loss)

   Orient Investment Properties Ltd. *	126,448,950	54,991,181	87,649,359	4,900,440
   Silverstone Capital Investment Ltd. Group **	-	940,377	-	-
   National Development and Trading Company	14,385,934	(7,820,229)	3,822,002	(1,818,156)
   ASEC Company for Mining (ASCOM)	5,198,344	1,540,006	1,920,240	1,982,061
   Citadel Capital Transportation Opportunities Ltd.	1,223,191	(1,555,520)	581,637	113,864
   United Foundries Company	792,694	(1,355,644)	672,502	38,857
   Grandview Investment holdings ***	4,951,572	1,552,387	5,179,067	660,376
   Falcon for Agriculture Investments Group	2,204,025	(409,227)	1,904,920	29,200

   2(c) Non-controlling interests (NCI)

   Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts disclosed for each subsidiary are before inter-Group eliminations.

   1. Summarised financial position 31 December 2024 CCTO NDT Orient * Ascom Grandview ***

      Current assets 473,824	7,355,100	30,647,492	2,445,300		-
      Current liabilities 4,122,139	6,114,881	21,589,059	4,386,271		-
      Net current assets (3,648,315)	1,240,219	9,058,433	(1,940,971)		-
      Non-current assets 998,203	11,407,212	157,869,430	4,799,411		-
      Non-current liabilities 159,609	20,442,830	74,520,738	698,398		-
      Non-current net assets 838,594	(9,035,618)	83,348,692	4,101,013		-
      Accumulated NCI (346,466)	8,707,843	19,541,443	(171,875)		-
      31 December 2023 CCTO	NDT	Orient *	Ascom	Grandview ***

      360,938	6,883,604	24,177,636	2,738,493	3,362,881
      2,685,174	7,597,330	59,634,811	2,057,415	2,831,985
      (2,324,236)	(713,726)	(35,457,175)	681,078	530,896
      862,253	7,502,358	102,271,314	2,459,851	2,116,292
      93,537	14,608,834	11,822,958	1,600,924	551,011
      768,716	(7,106,476)	90,448,356	858,927	1,565,281
      (164,915)	4,754,176	18,479,776	(115,788)	746,013

      Current assets Current liabilities

      Net current assets

      Non-current assets Non-current liabilities Non-current net assets

      Accumulated NCI

   2. Summarised comprehensive income 31 December 2024 CCTO NDT Orient * Ascom Grandview ***

      864,724	5,202,180	134,945,780	3,227,734	-
      149,229	1,512,496	1,824,167	(362,355)	-

      Revenue

      Profit / (loss) for the year

      (375,379)	5,694,747	-	1,118,472	-
      (226,150)	7,207,243	1,824,167	756,117	-
      (181,551) -	4,398,521 -	1,061,667 -	(61,111) -	- -

      Other comprehensive income / (loss) Total comprehensive income / (loss) Profit / (loss) allocated to NCI Dividends to NCI

      31 December 2023	CCTO	NDT	Orient *	Ascom	Grandview ***
      Revenue	581,637	3,822,002	87,649,359	1,920,240	5,179,067
      Profit / (loss) for the year	113,864	(1,818,156)	4,900,440	1,982,061	660,376
      Other comprehensive income / (loss)	(11,469)	1,211,415	-	(4,984)	-
      Total comprehensive income / (loss)	102,395	(606,741)	4,900,440	1,977,077	660,376
      Profit / (loss) allocated to NCI	117,700	1,130,812	3,038,403	(14,928)	424,694
      Dividends to NCI	-	(14,599)	-	-	(50,682)
      (iii) Summarised cash flows
      31 December 2024	CCTO	NDT	Orient *	Ascom	Grandview
      Cash flows generated from / (used in)					-
      - Operating activities	63,084	469,340	23,149,715	(10,939)	-
      - Investing activities	(81,993)	(1,281)	(1,117,400)	1,102,757	-

      - Financing activities 149,710 (493,286) (22,162,553) (135,192) -

      Net increase/ (decrease) in cash and cash equivalent 130,801 (25,227) (130,238) 956,626 - 31 December 2023 CCTO NDT Orient * Ascom Grandview

      Cash flows generated from / (used in) - Operating activities	165,195	628,298	16,839,322	266,018	1,130,018
      - Investing activities	(108,501)	(2,965,858)	(682,397)	(100,780)	(398,488)
      - Financing activities	(43,049)	2,700,678	(18,303,525)	(2,662)	(554,790)
      Net increase/ (decrease) in cash and cash equivalent	13,645	363,118	(2,146,600)	162,576	176,740

      * Orient is the holding company for ERC and the above figures mainly represent ERC figures.

      ** As of 31 December 2023, the Group disposed 31.45% of its shares in TAQA, leading to the derecognition of the subsidiary and the retained interest is accounted for as an investment in associate using the equity method. Please refer to note 3 for details.

      *** 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. Please refer to note 3 for details.

      **** Al-Takamol cement company (Subsidiary of National Development and Trading) operates in a hyperinflationary economy, the central bank of Sudan among other measures imposed certain restrictions on the processing of client payments by banks and the purchase of foreign currency on the interbank market.

      2(d) Transactions with non-controlling interest

      During the year ended 31 December 2024, the Group had the following transactions with non-controlling interest.

      1. on 27 March 2024, FHI transferred its shares in NDT, UCF, CCTO to Qalaa, equivalent to 30.7%, 32.5%, and 25% respectively. note 30g

      2. During the year ended 31 December 2024, one of the shareholders of the company exercised the put option granted in CCTO equivalent to 5.5%. note 5h

         2024

Carrying amount of non-controlling interests acquired (6,810,532) Consideration paid to non-controlling interests 6,768,949 Shortage of consideration paid recognised in the transactions with non-controlling interests

Please refer to note 3 for details.

(Less): Carrying amount of investment at the date of sale (156,416)

1. 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" for an amount of USD 111,825,084.

   The below table represents the gains on the sale of Ascom Precious Metals (APM) for the year ended 31 December 2023.

   Ascom Precious

   Metals (APM)

1. On 6 June 2022, the Group's management through "Citadel Capital Transportation Opportunities Ltd." has purchased 10% of "Ostool Transport and Logistics" Ostool" Company's shares which represent 8,660,163 shares amounting to EGP 42.9M from one of Ostool's shareholders. In 2022, the Group determined that they have significant influence over Ostool through an active exercisable call option which grants the Group an additional 27% of Ostool. The Group reassessed this judgment as the option expired and concluded that the option is no longer exercisable as of 31 December 2023 and reclassified it to financial assets at fair value through other comprehensive income note 5(b).

2. The Group management has stopped recognizing its share of losses for Engineering Tasks Group (ENTAG) as the Group's share of losses exceeded its investment with no further obligations. The unrecognised share of gain of this associate is EGP 370K for 2024 (Cumulative: EGP 6,495K).

1. Nature of activities

   Associate / Joint venture	Activities
   TAQA Arabia	The group is primarily involved in the following activities:
   National Printing Company	printing and packaging of folded boxes, corrugated boxes and corrugated sheets, duplex board, laminated boxes, paper cups, single face sheets, sheeter, adhesives, varnishes, among others The Group has a well-diversified and growing client base serving more than 15 different sectors including FMCG, pharmaceuticals, white goods, education, electronics, publishing,
   Zahana Cement Company	Cement manufacturing
   Dar AL Sherouk Company	Sale and distribution of literary and artistic products of all kinds, including books and magazines, musical and cinematic, television, and recording works.
   Wathba for Petroleum Services	Designing, constructing, managing, producing, or maintaining electricity and energy generation stations of all kinds, as well as their distribution and sale networks. Establishment of warehouses for filling and storing crude oil and petroleum products, as well as filling butane gas. Establishment and operation of a factory for the production and refining of petroleum products, natural gas, and petrochemicals, preliminary, intermediate, and final, and filling the gas. Wholesale and retail trade of petroleum products of all kinds, especially refined petroleum products.
   Engineering Tasks Group (ENTAG)	Design and manufacture of industrial machinery and equipment, production lines, and restructuring of factories. Execution management for industrial projects, utility projects, and technical and administrative restructuring of factories.
   Al Kateb Co for Marketing and Distribution	Marketing and distributing books including books and magazines, musical and cinematic, television, and recording works.
   Egyptian Company for Solid Waste Recycling (ECARU)	The production of natural organic fertilizers as an alternative to house moss, the production of wood panels from agricultural crop residues, and other activities.

   • Construct, manage, operate, and maintain natural gas transmission and distribution lines.

   • Construct, manage, operate, and maintain power plants, electricity transformers, and distribution networks.

   • Construct, manage, operate, and maintain water desalination stations, refineries, water purification, distribution networks, transmission lines, as well as pumping stations, processing and purification, sewage and industrial drainage grid.

   • Distribute electricity, natural gas and water to the company or to third parties, subject to the provision of laws, regulations and decrees applicable licensing conditions for the exercise of such activities.

   • Market oil products, mineral oils, chemicals and natural gas.

   • Purchase, sale, transport, and storage of oil products and mineral oil.

   • Providing consulting services in the areas mentioned above.

2. Group share in results of associates and joint ventures

   Dar Al-Sherouk BVI		Ascom Precious Metals (APM)		Allmed Medical Industries
   2024	2023	2024	2023	2024	2023

   Current assets	132,146	115,207		- -		- -
   Non-current assets	250,490	244,503		- -		- -
   Total assets	382,636	359,710		- -		- -
   Current liabilities	110,338	107,995		- -		- -
   Non-current liabilities	33,269	25,747		- -		- -
   Total liabilities	143,607	133,742		- -		- -
   Net assets	239,029	225,968		- -		- -
   Reconciliation of net assets Opening net assets	225,968	212,336		- 290,286		- 416,113
   Profit for the year	13,061	13,632		- 91,283		- -
   Other comprehensive income		-		- (19,398)		- 105,273
   Disposal		-		- (362,171)		- (521,386)
   Ending net assets	239,029	225,968		- -		- -
   Reconciliation to carrying amounts Opening at 1 January	132,214	124,238		- 103,168		- 124,834
   Group share in profit / (loss) for the year Group share in other comprehensive income/ (loss)	7,642	7,976 -		- 32,442 - (6,894)		- - - 31,582
   Disposal		-		- (128,716)		- (156,416)
   	139,856	132,214		- -		- -
   Accumulated impairment	(111,146)	(111,146)		- -		- -
   Carrying amount at 31 December	28,710	21,068		- -		- -
   Net assets	239,029	225,968		- -		- -
   Group's share in %	58.51%	58.51%		- -		- -
   Group's share in EGP	139,856 132,214		-		-	-	-

   	Egyptian Company for Solid Waste		Engineering Tasks						Zahana Cement
   	Recycling (ECARU)		Group (ENTAG)			National Printing			Company
   	2024	2023	2024		2023	2024		2023	2024		2023
   Current assets	493,777	273,235	30,869		10,884	4,400,095		3,341,245	1,965,802		1,515,806
   Non-current assets	64,346	71,877	7,461		4,985	2,549,776		2,138,502	17,532,638		11,153,364
   Total assets	558,123	345,112	38,330		15,869	6,949,871		5,479,747	19,498,440		12,669,170
   Current liabilities	483,051	293,438	60,486		39,800	4,023,725		600,469	1,756,580		1,672,274
   Non-current liabilities	18,472	38,871	805		505	465,203		2,697,962	16,914,646		10,138,367
   Total liabilities	501,523	332,309	61,291		40,305	4,488,928		3,298,431	18,671,226		11,810,641
   Net assets	56,600	12,803	(22,961)		(24,436)	2,460,943		2,181,316	827,214		858,529
   Reconciliation of net assets
   Opening net assets	12,803	(38,713)	(24,436)		(758)	2,181,316		1,257,793	858,529		1,042,894
   Profit / (loss) for the year	43,797	51,516	1,475		(23,678)	640,840		683,380	(28,573)		(181,731)
   Other comprehensive income	-	-			-	-		515,040	(2,742)		(2,634)
   Other components of equity						(361,213)		(274,897)
   net assets	56,600	12,803	(22,961)		(24,436)	2,460,943		2,181,316	827,214		858,529
   Net assets attributable to NCI	-	-	-		-	(549,099)		(518,953)	-		-
   Ending net assets attributable
   to owners of the company	-	-	-		-	1,911,844		1,662,363	-		-
   Reconciliation to carrying amounts
   Opening at 1 January	3,969	-	-		-	-		-	300,485		365,013
   Additions Group share in profit / (loss) for						1,888,600		-
   the year Group share in other	13,577	3,969	-		-	71,438		-	(10,003)		(63,606)
   comprehensive income/ (loss)		-	-		-	(37,726)		-	(957)		(922)
   	17,546	3,969	-		-	1,922,312		-	289,525		300,485
   Accumulated impairment	-	-	-		-	-		-	-		-
   Carrying amount at 31 December	17,546	3,969	-		-	1,922,312		-	289,525		300,485
   			-
   Net assets	56,600	12,803			-	1,911,844		-	827,214		858,529
   Group's share in %	31%	31%	31%		31%	27.21%		-	35%		35%
   Group's share in EGP	17,546	3,969	-		-	520,175		-	289,525		300,485
   Fair value gain on retained
   interest	-	-	-		-	1,402,137		-	-		-
   Group's share in EGP	17,546 3,969		- -			1,922,312 -			289,525 300,485

   Ostool Transport and

   Logistics

   Wathba for

   Petroleum services TAQA Arabia

   2024 2023 2024 2023 2024 2023

   Current assets - - 82,759 20,190 9,823,807 10,546,277

   Non-current assets - - 295,061 31,443 8,551,515 6,802,197

   Total assets - - 377,820 51,633 18,375,322 17,348,474

   Current liabilities - - 87,081 1,633 9,489,958 10,392,720

   Non-current liabilities - - 265,606 - 4,829,170 3,959,597

   Total liabilities - - 352,687 1,633 14,319,128 14,352,317

   Net assets - - 25,133 50,000 4,056,194 2,996,157

   Reconciliation of net assets

   Opening net assets - 499,790 50,000 25,000 2,996,157 2,397,473

   Additions - - 50,000 25,000 -

   (Loss) / Profit for the year - - (74,867) - 789,913 641,493

   Other comprehensive income - - - 679,364 186,899

   Other components of equity - - - (409,240) (229,708)

   Transfer to financial assets at fair value through

   other comprehensive income - (499,790) - -

   net assets - - 25,133 50,000 4,056,194 2,996,157

   Net assets attributable to NCI - - - - (225,541) -

   Ending net assets - - 25,133 50,000 3,830,653 2,996,157

   Reconciliation to carrying amounts

   Opening at 1 January - 49,979 24,950 12,475 4,341,837 -

   Additions - - 24,950 12,475 -Group share in profit / (loss) for the year - - (37,359) - 167,577 -

   Group share in other comprehensive income/

   (loss) - - - 103,531 -

   Other components of equity - - - (71,885) -

   Transfer from subsidiary due to loss of control

   including notional goodwill - - - 4,341,837 Investments transferred to financial assets at

   fair value through other comprehensive income - (49,979) - -

   - - 12,541 24,950 4,541,060 4,341,837

   Accumulated impairment - - - - -

   Carrying amount at 31 December - - 12,541 24,950 4,541,060 4,341,837

   Net assets - - 25,133 50,000 3,830,653 2,996,157

   Group's share in % - - 49.90% 49.90% 23.87% 23.87%

   Group's share in EGP - - 12,541 24,950 914,377 715,183

   Fair value gain on retained interest - - - 3,626,654 3,626,654

   Group's share in EGP - - 12,541 24,950 4,541,031 4,341,837

3. Summarised financial information for associates and joint ventures

* For the profit or loss information, please refer to note 15.

Significant judgements

The Group has determined that they do not control Dar Elsherouk Company even though the Group owns 58.51% of the issued capital of this entity. It is not a controlled entity because the Group is not able to use its power over the entity to affect those returns as result of the contractual agreement signed between the Group and other shareholders that gives the other shareholders the right to control as the chairman and the majority of board members hired by the other shareholder. The proportion of the voting rights held by the Group is 44%. If consolidation was required, the total assets would increase by EGP 382M (2023: EGP 360M) and total liabilities would increase by EGP 144M (2023: EGP 134M).

1. ‌Discontinued operation 3(a) Description

31 December 2024

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

On 27 March 2024, Qalaa transferred to Financial Holdings International Limited ("FHI") its indirectly owned shares (27.21%) in National Printing Company S.A.E. (a subsidiary of Grandview), with Qalaa retaining a call option to purchase back this stake within two years.

Qalaa had power over Grandview due to the appointment of the directors and the power provided by the participation agreement. Management had begun discussions with FHI, a significant shareholder (41.50%) in Grandview and a lender to the broader Qalaa Group, prior to the year-end of 2023 to progress with the transactions involving the Grandview and National Printing Company S.A.E shareholding.

On 14 December 2023, the board of directors of National Printing Company agreed on listing the company's shares on the Egyptian Stock Exchange through an initial public offering. In addition, on 31 December 2023, a share purchase and debt settlement agreement were drafted between Qalaa and FHI.

In order to facilitate the proposed transaction, Qalaa signed a termination letter relating to the management powers set out in the participation agreement resulting in a loss of control over investment in Grandview as of 31 March 2024. As loss of control is considered a deemed disposal under the accounting standards, this resulted in classifying Grandview's assets and liabilities as held for sale as of the year ended 31 December 2023

31 December 2023

TAQA Arabia (Energy sector)

1. Transaction with National Services Project Organization (NSPO)

   On 9 July 2023, TAQA Arabia (" the company"), began trading its shares on the EGX. The company's shares were listed directly on the EGX without initially being offered to investors via an Initial Public Offering (IPO) as allowed by the EGX regulations.

   Following the listing, the National Service Projects Organization ("NSPO")" acquired through a block trading deal 270,470,760 shares representing 20% of the total shares of TAQA Arabia previously owned by Silverstone Capital Investments Ltd, a subsidiary of Qalaa for Financial Investments S.A.E "Qalaa". The shares were disposed of to NSPO to settle certain debt obligations of the Group to an amount of EGP 1.6 billion.

   As part of the transaction, the NSPO granted the Group call option at an agreed disposal price which escalates annually. The call option provides Qalaa the contractual right to re-acquire the shares at any time over the next four years starting from the date of the transaction. Further details are set out in note 5(f)(iv) in the annual consolidated financial statements for the year ended 31 December 2023.

   The call option was judged to be substantive and as a result the Group did not lose control over the company on the date of transaction on 24 July 2023. The transaction was accounted for as a transaction with non-controlling interest.

2. Transaction with certain lenders of the ultimate parent company

   Subsequent to the above transaction, in December 2023, the Group transferred an additional 154,844,510 shares representing 11.45% of the total shares of the company to certain third parties to settle certain outstanding debt obligations of the ultimate parent company. The fair value of the shareholding based on the fair value of the shares was EGP 1.4 billion. The amount will be settled by future dividend payments and future due management fees to the parent and as such the management has classified this amount as an equity balance rather than a financial asset due to the fact that there will be no future cash flows associated with the balance and it will rather be settled from the future dividends and future due management fees. There was no call or put option attached to these shares.

   Following the two transactions, the Group owns 23.87% of the total shares of the company and has 43.87% voting rights in the general assembly. The Group does not have majority voting rights in the general assembly and the remaining shares and voting rights are held by few other investors who could out vote the Group at the general assembly. On that basis management has judged that the Group has lost control over the Company.

   3(b) Profit from discontinued operations and cash flow information
   Discontinued operations after tax are represented in the following:
   	Grandview	Total
   31 December 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 income - 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 generated from by the subsidiary	276,792	276,792

   	TAQA Arabia	Grandview	Total
   31 December 2023
   Revenue	13,463,681	5,179,067	18,642,748
   Cost of revenue	(11,833,097)	(3,665,507)	(15,498,604)
   General and administrative & selling and marketing expenses	(483,711)	(418,141)	(901,852)
   Other expenses - net	(127,675)	124,327	(3,348)
   Finance cost - net	(170,822)	(349,744)	(520,566)
   Operating profits before taxes	848,376	870,002	1,718,378
   Income tax	(274,733)	(192,362)	(467,095)
   Deferred tax	16,008	(22,137)	(6,129)
   Profit after income tax of discontinued operation	589,651	655,503	1,245,154
   Gain on sale of investment in subsidiary *	4,985,903	-	4,985,903
   Net profit for the year	5,575,554	655,503	6,231,057
   Income tax	-	-	-
   Profit from discontinued operations, net of tax	5,575,554	655,503	6,231,057
   Net cash flow generated from operating activities	1,296,070	1,130,018	2,426,088
   Net cash flow generated from / (used in) investing activities	41,545	(1,548)	39,997
   Net cash flow used in financing activities	(864,358)	(5,028)	(869,386)
   Net increase in cash generated from by the subsidiaries	473,257	1,123,442	1,596,699

   * The gain on sale of investment in subsidiary includes a gain on remeasurement of the 23.87% retained interest amounting to EGP 3.6 billion.

   Details of the sale that resulted in a loss of control

   2024 2023

Fair value of retained interest note 2(f)

Transfer of shares to ultimate parent company note 7(c)(ii) settled loan

National printing substantive call option liability note 5 (e)(3) Carrying amount of net assets sold

Amount of post completion payment Remaining share liability

Income tax expense on gain - -

** 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 consolidated 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 Qalaa 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.

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