QALA For Financial Investments : Qalaa Holdings 4Q24 Audited Financial Statements - Consolidated

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QALAA FOR FINANCIAL INVESTMENTS S.A.E. AND ITS SUBSIDIARIES AUDITOR'S REPORT AND CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2024 [ QALAA FOR FINANCIAL INVESTMENTS (S.A.E). AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS Contents Auditor's report 1 - 2 Financial statements 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 Notes to the consolidated financial statements Group structure 8 Financial position Financial assets and financial liabilities 31 Non-financial assets and liabilities 66 Equity 80 Performance Segment information 84 Profit or loss 90 Cash flows information Non-cash investing and financing activities 97 Reconciliation of liabilities arising from financing activities 98 Unrecognised items 99 Other information 101 Risk 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 [ 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 w ith 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 1 ight 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 Consolidated statement of financial position - As of 31 December 2024 Note 2024 2023 Non-current assets Fixed assets 6(a) 163,056,974 105,507,229 Right of use assets 6(b) 2,318,495 1,370,235 Intangible assets 6(c) 774,653 500,044 Goodwill 6(d) 205,570 205,570 Biological assets 6(e) 839,798 512,035 Investments in associates and joint ventures 2(f) 6,815,647 4,695,303 Financial assets at fair value through other comprehensive income 5(b) 98,822 57,916 Financial asset at fair value through profit or loss 5(c) 948,448 543,719 Derivative financial instruments 5(f) 1,309,428 1,926,709 Trade and other receivables 5(a) 2,231,143 999,724 Deferred tax assets 6(f) 7,369,062 5,419,489 Total non-current assets 185,968,040 121,737,973 Current assets Inventories 6(g) 13,122,928 7,441,973 Biological assets 6(e) 230,879 37,195 Trade and other receivables 5(a) 14,669,786 15,447,227 Due from related parties 21(a) 440,513 776,036 Financial assets at fair value through profit or loss 5(c) 84,300 1,321,574 Derivative financial instruments 5(f) - 129,446 Restricted cash 5(d) 11,215,019 6,927,292 Cash and cash equivalents 5(d) 2,698,056 1,975,005 42,461,481 34,055,748 Assets classified as held for sale 3(c) 22,965 4,829,467 Total current assets 42,484,446 38,885,215 Total assets 228,452,486 160,623,188 Equity Paid-up capital 7(a) 9,100,000 9,100,000 Legal reserve 7(b) 89,578 89,578 Reserves 7(c) 2,095,794 5,577,858 Accumulated losses (25,031,228) (21,874,092) Net equity attributable to owners of Qalaa for Financial Investments (13,745,856) (7,106,656) Non-controlling interests 80,745,238 47,051,014 Total equity 66,999,382 39,944,358 Non-current liabilities Loans and borrowings 5(h) 67,560,064 1,649,523 Lease liabilities 6(b) 930,933 736,182 Borrowing from financial leasing entities 5(i) 490,059 401,366 Deferred tax liabilities 6(f) 19,631,187 11,308,284 Trade and other payables 5(e) 2,324,557 99,093 Provisions Derivative financial instruments 6(h) 5(f) 276,218 - - 2,322 Total non-current liabilities 91,213,018 14,196,770 Current liabilities Provisions 6(h) 2,643,692 3,975,757 Trade and other payables 5(e) 17,381,931 15,703,947 Due to related parties 21(b) 3,396,932 2,252,603 Loans and borrowings 5(h) 43,812,216 79,807,433 Lease liabilities 6(b) 293,689 194,784 Borrowing from financial leasing entities 5(i) 372,315 77,885 Financial liabilities at fair value through profit or loss 5(g) 2,004,523 869,867 Current income tax liabilities 6(i) 329,554 222,776 70,234,852 103,105,052 Liabilities directly associated with assets held for sale 3(c) 5,234 3,377,008 Total current liabilities 70,240,086 106,482,060 Total liabilities 161,453,104 120,678,830 Total equity and liabilities 228,452,486 160,623,188 The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements. Auditor's report attached. Tarek El Gammal Hisham Hussein El Khazindar Ahmed Mohamed Hassanien Heikal Chief Financial Officer Managing Director Chairman 6 July 2025 Continuing operations Revenue 9 148,874,356 97,131,327 Cost of revenue 10 (135,694,884) (79,577,288) Gross profit 13,179,472 17,554,039 General and administrative expenses 11/a (5,535,539) (3,676,004) Selling and marketing 11/b (470,544) (380,168) Gains on sale of associate 2(f) - 3,067,758 Net impairment of financial assets 12/a 304,399 (447,309) Other gains/ (losses) 12/b 2,369,522 (325,265) Operating profits 9,847,310 15,793,051 Finance income 14 1,741,624 2,117,485 Finance cost 14 (10,757,110) (8,950,329) Share of profit / (loss) of investments in associates 15 214,097 (16,225) Profit before income tax 1,045,921 8,943,982 Income tax expense 16 (2,801,129) (3,374,614) Net (loss) / profit from continuing operations (1,755,208) 5,569,368 Profit from discontinued operations 3(b) 9,943,606 6,231,057 Net profit for the year 8,188,398 11,800,425 Allocated to Owners of the parent company 6,391,184 6,523,120 Non-controlling interest 1,797,214 5,277,305 8,188,398 11,800,425 Earnings per share for profit from continuing operations (EGP/share) (EGP/share) attributable to the owners of the parent company: 22 Basic per share (1.847) 0.641 Diluted per share (1.847) 0.641 Earnings per share for profit attributable to the owners of the parent company: 22 Basic per share 3.512 3.584 Diluted per share 3.512 3.584 The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements. Net profit for the year 8,188,398 11,800,425 Other comprehensive income Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations share of other comprehensive income of associates and joint ventures accounted for using the equity method 35,345,125 102,574 11,627,189 - Net foreign currency exchange loss - (4,558,204) Income tax relating to these items 16(d) (19,898) 30,889 Items that will not be reclassified to profit or loss Change in fair value of financial assets at fair value through other comprehensive income 7(c) 96,919 (1,457) Other comprehensive income for the year, net of tax 35,524,720 7,098,417 Total comprehensive income for the year 43,713,118 18,898,842 Total comprehensive income for the year allocated to: Owners of the parent company 13,404,996 5,644,709 Non-controlling interest 30,308,122 13,254,133 43,713,118 18,898,842 Total comprehensive income for the year arises from: Continuing operations 33,769,512 11,201,364 Discontinued operations 9,943,606 7,697,478 43,713,118 18,898,842 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) Consolidated statement of changes in equity - For the year ended 31 December 2024 Note Total equity attributable to owners of Qalaa for Financial Investments S.A.E. Paid up capital Legal reserve Reserves Accumulated losses Total of the shareholders of the parent Non-controlling interests Total equity Balance 1 January 2023 9,100,000 89,578 2,262,865 (24,707,700) (13,255,257) 35,626,053 22,370,796 Total comprehensive income for the year - - 2,538,753 3,105,956 5,644,709 13,254,133 18,898,842 Dividends distribution - - - (130,315) (130,315) (771,252) (901,567) Shareholders' balance - - (639,457) - (639,457) - (639,457) Treasury shares through subsidiaries - - - - - (55,309) (55,309) Foreign exchange differences of shareholders reserve 7(c) - - (526,561) - (526,561) - (526,561) Transactions with non-controlling interests 2(d) - - 2,423,835 - 2,423,835 360,016 2,783,851 Disposal of subsidiaries - - (481,577) (142,033) (623,610) (1,362,627) (1,986,237) Balance at 31 December 2023 9,100,000 89,578 5,577,858 (21,874,092) (7,106,656) 47,051,014 39,944,358 Balance as at 1 January 2024 9,100,000 89,578 5,577,858 (21,874,092) (7,106,656) 47,051,014 39,944,358 Effect of EAS 13 "revised" adjustment (note 29) - - - (9,409,591) (9,409,591) (2,508,893) (11,918,484) Balance 1 January 2024 9,100,000 89,578 5,577,858 (31,283,683) (16,516,247) 44,542,121 28,025,874 Total comprehensive income for the year - - 7,013,812 6,391,184 13,404,996 30,308,122 43,713,118 Dividends distribution - - - (96,437) (96,437) (129,258) (225,695) Shareholders' balance - - (1,728,000) - (1,728,000) - (1,728,000) Treasury shares through subsidiaries - - - - - (40,211) (40,211) Foreign exchange differences of shareholders reserve - - (1,696,756) - (1,696,756) - (1,696,756) Disposal of subsidiaries 3(a) - - (302,171) (42,292) (344,463) (746,068) (1,090,531) Transactions with non-controlling interests 2(d) (6,768,949) (6,768,949) 6,810,532 41,583 Balance at 31 December 2024 9,100,000 89,578 2,095,794 (25,031,228) (13,745,856) 80,745,238 66,999,382 The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements. Consolidated statement of cash flows - For the year ended 31 December 2024 Notes 2024 2023 Operating profit before changes in working capital 17(a) 22,279,479 26,842,494 Changes in working capital: Inventories (5,642,190) (3,279,069) Trade and other receivables 111,842 (8,778,929) Due from related parties (1,828,591) (1,042,661) Due to related parties 1,144,330 530,984 Trade and other payables 3,917,555 (1,436,238) Provisions used 6(h) (421,823) (1,137,705) Income tax paid 6(i) (120,876) (463,764) Net cash flow generated from operating activities 19,439,726 11,235,112 Cash flows from investing activities Payments to purchase of fixed assets, PUC and intangible assets (3,563,841) (2,540,982) Payment to purchase biological assets (310,865) (85,432) Proceeds from sale of fixed assets 6(a)(ii) 5,374 3,581 Proceeds from sale of biological assets 61,528 - Payment for acquisition of associates - (12,475) Payment for acquisition of financial asset at FVTPL (463,326) - Proceeds from sale of financial asset at FVTPL 567,852 - Proceeds from financial liabilities at FVTPL 5(g) 386,356 - Proceeds from sale of associates Proceeds from sale of financial assets at fair value through other comprehensive income 5(b) - 61,400 138,400 - Interest received 942,935 525,112 Net cash flow used in investing activities (2,312,587) (1,971,796) Cash flows from financing activities Proceeds from loans 1,331,250 1,788,685 Proceeds /(repayments) from financial leasing entities 160,356 (296,796) Repayments of loans (23,666,100) (17,020,186) Lease payments (252,385) (189,441) Payments from banks - overdrafts (1,036,127) (594,373) Dividends paid (231,823) (901,567) Payments to purchase of treasury shares through subsidiaries (40,211) (55,309) Restricted cash (4,287,727) (6,288,570) Transactions with non-controlling interests 41,583 - Interest paid (156,416) (1,616,360) Net cash flow used in financing activities (28,137,600) (25,173,917) Net change in cash and cash equivalents during the year (11,010,461) (15,910,601) Cash and cash equivalents at beginning of the year 1,975,005 8,652,942 Foreign currency translation differences 11,733,512 9,232,664 Cash and cash equivalents at end of the year 5(d) 2,698,056 1,975,005 The accompanying notes on pages 8 - 158 form an integral part of these consolidated financial statements. Group structure 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. 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. 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 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. 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 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 reserve within equity (41,583) Please refer to note 3 for details. 2(e) Significant judgements 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, following the debt restructuring on 20 December 2024 the project completion condition has been waived until 2027. 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. 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 consolidated financial position amounting to approximately EGP 188.15 billion and EGP 96.11 billion respectively as of 31 December 2024 and with a consolidated profit of EGP 1.8 billion for the twelve months. The primary assets and liabilities making up these totals are represented in the fixed assets amounted to EGP 147.19 billion, trade receivables amounted to 7.97 billion, trade and other payables amounted to EGP 5.23 billion and loans liabilities amounted to EGP 65.94 billion. Functional currencies of different entities of 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 labour, material and other costs of providing goods and services. 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. Significant influence over National Printing Company S.A.E On 27 March 2024, Qalaa transferred to 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 previously consolidated National Printing Company S.A.E. because it had power over its parent, Grandview, due to the appointment of the directors and the power provided by the participation agreement. Despite the transaction on 27 March 2024 resulting in the loss of control of Grandview together with the legal ownership of the National Printing Company S.A.E. shares, the Group Management has determined that Qalaa retains present access to ownership returns in National Printing Company S.A.E. during the call option period in accordance with the principles outlined in EAS 18 "Investment in associates" and also significant influence over "National Printing S.A.E. "the Company" through the ability to exercise the option at any time. If the option is exercised, Qalaa has the right to a voting right exceeding 20% and the option price is reduced by any dividends paid by the Company which grants Qalaa economic access to the profits generated even before the option is exercised. Based on the facts as set out above, Qalaa has equity accounted for the 27.21% interest in the Company and recognized a gross liability to pay the call option strike price. If management's judgments were to change, this would result in the derecognition of the investment in associate (National Printing Company S.A.E.) and also the gross liability to pay the strike price. Absent these gross amounts on the face of the balance sheet the option would be treated as a derivative financial instrument at fair value through profit or loss. Management will continue to reassess this judgement at each reporting date, considering any changes in circumstances that may affect Qalaa's ability to exercise the call option over the Company . 2(f) Investments in associates and joint ventures The following table represents the movement of equity-accounted investments for the year ended 31 December 2024 and 31 December 2023: 31 December 31 December 2024 2023 1 January 2024 4,695,303 668,561 Additions 24,950 12,475 Fair value of retained investment note 3(b) 1,888,600 4,341,809 Share of Profit/ (loss) of investments in associates in the consolidated statement of profit or loss 214,097 (16,225) Share of gain of investments in associates in the consolidated statement of comprehensive income 102,574 23,794 Investments transferred to financial assets at fair value through other comprehensive income note 5(j) - (49,979) Disposals of associates - (285,132) other components of equity (109,877) - Balance 6,815,647 4,695,303 Set out below are the associates and joint ventures of the Group as at 31 December 2024 and 31 December 2023 which are material to the Group. Place of business / country of incorporation Nature of relationship Shareholding % 31 December 2024 2023 Carrying amount 31 December 2024 2023 TAQA Arabia 2 Egypt Associate 23.87% 23.87% 4,541,031 4,341,837 National Printing Company 1 Egypt Associate 27.21% - 1,922,312 - Zahana Cement Company Algeria Associate 35% 35% 289,525 300,485 British Virgin Dar AL Sherouk Company Islands Associate 58.51% 58.51% 139,855 132,214 Wathba for Petroleum Services 3 Egypt Joint venture 49.9% 49.9% 12,541 24,950 Egyptian Company for Solid Waste Recycling (ECARU) Egypt Associate 31% 31% 17,546 3,969 Al Kateb Co for Marketing and Distribution Egypt Associate 48.88% 48.88% 3,983 2,994 Allmed Medical industries 4 UK Associate - - - - Ascom Precious Metals (APM) 5 Ethiopia Associate - - - - Ostool Transport and Logistics 6 Egypt Associate - - - - Engineering Tasks Group (ENTAG) 7 Egypt Associate 31 % 31% - - Total 6,926,793 4,806,449 Accumulated impairment loss (111,146) (111,146) Net 6,815,647 4,695,303 On 27 March 2024, the group transferred to Financial Holdings International Limited ("FHI") its indirectly owned shares (27.21%) in National Printing Company S.A.E. (a subsidiary of Grandview) resulting in the derecognition of the subsidiary (refer to note 3(a) ). The retained interest was remeasured at fair value and accounted for as an investment in associate using the equity method. As of 31 December 2023, the Group disposed 31.45% of its shares in TAQA resulting in the derecognition of the subsidiary (refer to note 3(a) ). The retained interest was remeasured at fair value and accounted for as an investment in associate using the equity method. The fair value of TAQA Arabia as of 31 December 2024 was EGP 12.51 (EGP 13.45:2023) per share. On 4 September 2023, a new Company was established under the name of "Wathba for Petroleum Services". The Company's total authorized capital is EGP 100M whereas Qalaa Capital's share is 49.9% amounting to EGP 49.9M. As of 31 December 2024, the Group has paid its half portion of the issued and called up capital amounting to EGP 24.9M. Additionally the group paid an amount of EGP 12.5 million as payment under capital increase during the year ended 31 December 2024. The management has assessed the Company as a joint venture due to the following facts: Qalaa has 49.9% of the ownership interest of "Wathba for Petroleum Services". Qalaa has 4 out of 8 of the board members of "Wathba for Petroleum Services" with joint management control and equal voting rights. All relevant decision requires unanimous consent from all the shareholders. In July 2023, the Group management through "Grandview Investment Holdings Corporation" sold its 30% shares in "Allmed Medical Industries - UK" for an amount of EGP 138.4 million. The below table represents the loss on the sale of Allmed Medical Industries - UK for the year ended 31 December 2023. Allmed Medical Industries - UK Consideration received 138,400 (Less): Carrying amount of investment at the date of sale (156,416) loss on sale (18,016) 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) Consideration 3,219,691 (Less):Transaction cost (23,217) (Less): Carrying amount of investment at the date of sale (128,716) Gain on sale 3,067,758 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). 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). 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. 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 Summarised financial information for associates and joint ventures 31 December 2024 Total assets Total Net profit / shareholders' Total (loss) for the equity revenue year TAQA Arabia 18,375,322 4,056,194 18,904,696 789,913 National Printing Company 6,949,871 2,460,943 7,140,482 640,840 Dar Al Sherouk Company 382,636 239,029 119,845 13,061 Al Kateb Co for Marketing and Distribution 34,481 8,881 29,512 2,505 Egyptian Company for Solid Waste Recycling (ECARU) 558,123 56,600 952,815 43,797 Engineering Tasks Group (ENTAG) 38,330 (22,961) 35,177 1,496 Wathba for Petroleum services 377,820 25,133 - (74,867) Zahana Cement Company 19,498,440 827,214 1,871,505 (28,573) * For the profit or loss information, please refer to note 15 . 31 December 2023 Total assets Total shareholders' Total equity revenue Net profit / (loss) for the year TAQA Arabia 17,348,474 2,996,157 13,463,799 641,493 National Printing Company 5,479,747 2,181,316 5,181,266 683,380 Dar Al Sherouk Company 359,710 225,968 97,406 13,632 Al Kateb Co for Marketing and Distribution 38,209 2,481 23,403 1,165 Egyptian Company for Solid Waste Recycling (ECARU) 345,112 12,803 546,895 51,516 Engineering Tasks Group (ENTAG) 15,869 (24,436) 3,111 (23,678) Wathba for Petroleum services 51,633 50,000 - - Zahana Cement Company 12,669,170 858,529 1,759,949 (181,731) 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). ‌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) 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. 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 1,888,600 4,341,809 - 1,378,121 10,628,142 - 12,516,742 5,719,930 (1,888,600) - (1,590,388) (2,733,515) (424,935) - (9,216) - Fair value of retained interest note 2(f) Transfer of shares to ultimate parent company note 7(c)(ii) settled loan Total disposal consideration National printing substantive call option liability note 5 (e)(3) Carrying amount of net assets sold Amount of post completion payment Remaining share liability Non-controlling interests 746,068 1,564,610 Gain on sale before income tax and reclassification of foreign currency translation reserve and other equity reserves 9,349,671 4,551,025 Reclassification of foreign currency translation reserve and other equity reserves 344,463 434,878 Income tax expense on gain - - Gain on sale after income tax 9,694,134 4,985,903 ** The table below includes the assets and liabilities of Grandview (after eliminations) summarized by each major category 31 March 2024 Fixed assets, PUC and investment in properties 1,623,043 Deferred tax assets 15,037 Total non-current assets 1,638,080 Inventories 1,123,181 Financial assets at amortized cost and other debit balances 2,238,747 Cash and cash equivalents 735,467 Total current assets 4,097,395 Total assets 5,735,475 Borrowings 548,524 Deferred tax liabilities 159,535 Total non-current liabilities 708,059 Trade payables and other credit balances 1,576,297 Borrowings 1,698,674 Provisions 162,057 Total current liabilities 3,437,028 Total liabilities 4,145,087 Net assets 1,590,388 3 (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 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. ‌3(c) Assets and liabilities of disposal Groups classified as held for sale Assets Grandview Ledmore Holding Limited Asenpro Total 31 December 2024 Fixed assets - - - - Projects under construction - - - - Investment in properties - - - - Trade receivables and other debit balances - 12,442 - 12,442 Deferred tax assets - - - - Inventories - - - - Due from related parties - - - - Cash and cash equivalents - 10,523 - 10,523 - 22,965 - 22,965 Impairment - - - - Balance - 22,965 - 22,965 Ledmore Holding Grandview Limited Asenpro Total 31 December 2023 Fixed assets 1,513,996 - 4,826 1,518,822 Projects under construction 33,916 - - 33,916 Investment in properties 9,975 - - 9,975 Trade receivables and other debit balances 1,681,985 7,561 - 1,689,546 Deferred tax assets 31,945 - - 31,945 Inventories 1,028,905 - - 1,028,905 Due from related parties 20,120 - - 20,120 Cash and cash equivalents 489,844 6,394 - 496,238 4,810,686 13,955 4,826 4,829,467 Impairment - - - - Balance 4,810,686 13,955 4,826 4,829,467 Liabilities Grandview Mena Home Furnishing Malls Ltd. Ledmore Holding Limited Asenpro Total 31 December 2024 Borrowings and loans - - - Trade payables and other credit balances Deferred tax liabilities Provisions Due to related parties 2,680 - - - 2,554 - - - 5,234 - - - Balance 2,680 2,554 5,234 - - - - - - - - - - - - Grandview Mena Home Furnishing Malls Ltd. Ledmore Holding Limited Asenpro Total 31 December 2023 Borrowings and loans 1,991,556 - - 1,991,556 Trade payables and other credit balances 1,058,846 1,628 1,401 1,061,875 Deferred tax liabilities 168,543 - - 249 168,792 Provisions 136,265 - - 136,265 Due to related parties 18,520 - - 18,520 Balance 3,373,730 1,628 1,401 249 3,377,008 - - - -

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