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

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QALAA FOR FINANCIAL INVESTMENTS S.A.E. AUDITOR'S REPORT SEPARATE FINANCIAL STATEMENTS 31 DECEMBER 2024 QALAA FOR FINANCIAL INVESTMENTS S.A.E. SEPARATE FINANCIAL STATEMENTS Contents Auditor's report 1 - 2 Financial statements Separate statement of financial position Separate statement of profit or loss Separate statement of comprehensive income Separate statement of changes in equity Separate statement of cash flows 3 4 5 6 7 Notes to the separate financial statements Introduction 8 Financial position Financial assets and financial liabilities Non-financial assets and liabilities Equity 9 20 25 Performance Profit or loss 27 Cash flow information Non-cash transactions Reconciliation of liabilities arising from financing activities 29 29 Unrecognised items Other information 30 31 Risk Critical estimates and judgments Financial risk management Capital risk management 37 37 40 Summary of significant accounting policies Summary of material modifications of the Accounting Standards 2024 Significant Events Subsequent events 42 58 61 63 Auditors' report To the Shareholders of Qalaa for Financial Investments S.A.E. Report on the separate financial statements We have audited the accompanying separate financial statements of Qalaa for Financial Investments S.A.E (the "Company") which comprise the separate statement of financial position as of 31 December 2024 and the separate statements of profit or loss, comprehensive income, changes in equity and cash flows for the financial year then ended, and a summary of significant accounting policies and other notes. Management's responsibility for the separate financial statements These separate financial statements are the responsibility of the Company's management. Management is responsible for the preparation and fair presentation of these separate financial statements i» accordance with Egyptian Accounting Standards and in light of the prevailing Egyptian laws. Management responsibility includes designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of separate financial statements that are free from material misstatement, whether due to fraud or error. Management Responsibility also includes selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor 's responsibility Our responsibility is to express an opinion on these separate financial statements based on our audit. Except for the matters discussed in the basis for qualified opinion paragraph. We conducted our audit in accordance with Egyptian Standards on Auditing and i» light of the prevailing Egyptian laws. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the separate financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the rislts of material misstatement of the separate financial statements, whether due to fraud or error. In making those risl‹ assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the separate financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies and the accountlng estimates made by iiianageinent, as well as the overall presentation of the sepaiate financial statements. We believe that the atidit ex idence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these separate financial statements. Basis for qualified opinion As disclosed in Note (2F), tlae Company has loans due to banks of which confirmations have not been received in response to our requests for confirmation for balances due to baulks aiiiourrting to EGP 8.9 billion as of 3.1 December 2024. In the absence of responses to our bank confiriiiation 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 or unfunded exposures with these banks as at 31 December 2024. Accordingly, we were unable to determine whether adjustments ir ight have been necessary in respect of the loan balances or unfunded exposures in the separate statement of financial position as at 31 December 2024 and, consequently, the separate 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 12 to the separate financial statements as at 31 December 2024. Auditors' report (continued) Page 2 Qualified opinion Except for the possible adjustments that might have been determined to be necessary had we been able to verify the completeness and accuracy of bank's loan, In our opinion, the accompanying separate financial statements referred to above present fairly, in all material respects, the financial position of Qalaa for Financial Investments S.A.E. as of 31 December 2024, and its financial performance and its cash flows for the financial year then ended in accordance with Egyptian Accounting Standards and in light of the related Egyptian laws and regulations. Emphasis of matter Without further qualification to our opinion, as disclosed in note (22)(a)(iii) to the separate financial statements, the company incurred a net loss of EGP 1 billion for the financial year ended 31 December 2024 (2023: EGP 2.5 billion) and its current liabilities exceeded its current assets by EGP 17.7 billion as of 31 December 2024 (2023: EGP 11.9 billion) and it had accumulated losses of EGP 17.6 billion as of that date (2023: EGP 12.1 billion). These events and conditions indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The separate financial statements do not include the adjustments that would be necessary if the company is unable to continue as a going concern according to the matters detailed in note (22)(a)(iii). Report on other legal and regulatory requirements The Company maintains proper financial records, which includes all that is required by the law and the Company's statutes, and the accompanying separate financial statements are in agreement therewith. The Company's accumulated losses exceeded its owner's equity According to article no. 69 of the Companies Law No. 159 of 1981, the Company's board directors should invite for General Assembly Meeting to decide on the continuity of the Company The financial information included in the Board of Directors' report is prepared in accordance with Law No. 159 of 1981 and its e regulations, is in agreement with the company's accounting records, within the limits that h itiformatioq recorded therein. "/. '. Wae4 .SP R.A.A. 26144 ' F.R.A. 381 PricewaterhouseCoopers Ezzeldeen, Diab & Co. Public Accountants & Consultants 6 July 2025 Cairo Ha F.R B.T. Mohamed Hi1a1 & Ghaffar Accountants &ConsuItants Separate statement of financial position - As of 31 December 2024 Note 2024 2023 Non-current assets Fixed assets 3(a) 3,375 5,285 Investments in subsidiaries and joint ventures 3(b) 6,472,805 5,568,564 Financial assets at fair value through other comprehensive income 2(b) 19,421 7,069 Payments under investments 3(c) 2,621,959 2,609,459 Loans to subsidiaries 2(c) 254,917 175,993 Total non-current assets 9,372,477 8,366,370 Current assets Loans to subsidiaries 2(c) - 1,288,883 Other Receivables 2(a) 153,979 10,009 Due from related parties 13(a) 8,295,557 4,044,089 Cash and bank balances 2(d) 43,913 159,431 Total current assets 8,493,449 5,502,412 Total assets 17,865,926 13,868,782 Equity Paid-up capital 4(a) 9,100,000 9,100,000 Reserves 4(b) 126,763 85,957 Accumulated losses (17,571,886) (12,098,379) Shareholder's balance 4(b) (639,457) (639,457) Net Equity (8,984,580) (3,551,879) Non-current liabilities Deferred tax liabilities 3(d) 11,494 183 Loans 2(f) 640,400 - Total Non-current liabilities 651,894 183 Current liabilities Provisions 3(e) 314,894 344,197 Other Payables 2(e) 3,448,349 1,220,102 Due to related parties 1 3 (b) 1,296,287 2,516,607 Loans 2(f) 21,139,082 13,339,572 Total current liabilities 26,198,612 17,420,478 Total equity and liabilities 17,865,926 13,868,782 The accompanying notes on pages 8 to 63 form an integral part of these separate financial statements. Auditor's report attached. Tarek El Gammal Chief Financial Officer Hisham El Khazindar Managing Director Ahmed Mohamed Hassanien Heikal Chairman 6 July 2025 Separate statement of profit or loss - For the year ended 31 December 2024 Note 2024 2023 Advisory revenue 5 191,140 148,206 Management fees 4(b) - (738,659) General and administrative expenses 6 (596,268) (313,170) Net Impairment Losses in Financial Assets 7 (129,351) (1,050,903) Impairment no longer required 2(C) 345,325 - Other operating (expense) /income 8 (97,661) 147,363 Operating loss (286,815) (1,807,163) Finance income 9 1,064,076 587,580 Finance cost 9 (1,809,185) (1,270,541) Loss before income tax (1,031,924) (2,490,124) Income tax 10 536 499 Net loss for the year (1,031,388) (2,489,625) Loss per share Basic & diluted loss per share (EGP/Share) 14 (0.567) (1.368) The accompanying notes on pages 8 to 63 form an integral part of these separate financial statements. Separate statement of comprehensive income - For the year ended 31 December 2024 Note 2024 2023 Net loss for the year Other comprehensive Income/(loss) (1,031,388) (2,489,625) Forex Losses through OCI Change in fair value of financial assets at fair value through other comprehensive income 2(b) - 52,653 (1,266,957) (2,286) Unrealized Forex from Financial assets at fair value 2(b) 4,803 - Deferred income tax relating to other comprehensive income 3(d) (11,847) (300) Total other comprehensive Income/(loss) for the year, net of tax 45,609 (1,269,543) Total comprehensive loss for the year (985,779) (3,759,168) The accompanying notes on pages 8 to 63 form an integral part of these separate financial statements. Separate statement of changes in equity - For the year ended 31 December 2024 Paid up capital Reserves Accumulated losses Shareholder's credit balance Total equity Balance at 1 January 2023 9,100,000 88,543 (8,341,797) - 846,746 Total comprehensive loss for the year - (2,586) (3,756,582) - (3,759,168) Shareholder's balance - - - (639,457) (639,457) Balance at 31 December 2023 and 1 January 2024 before EAS 13 9,100,000 85,957 (12,098,379) (639,457) (3,551,879) The effect of application of EAS 13 "Revised" (Note 24) - - (4,446,922) - (4,446,922) Balance at 1 January 2024 after EAS 13 9,100,000 85,957 (16,545,301) (639,457) (7,998,801) Total comprehensive Loss for the year - 40,806 (1,026,585) - (985,779) Balance at 31 December 2024 9,100,000 126,763 (17,571,886) (639,457) (8,984,580) The accompanying notes on pages 8 to 63 form an integral part of these separate financial statements. Separate statement of cash flows - For the year ended 31 December 2024 Note 2024 2023 Cash flows from operating activities Loss for the year before tax Adjusted to: (1,031,924) (2,490,124) Depreciation expense 3(a) 1,910 9,097 Other Income 8 (658,540) (131,205) Impairment formed 7 129,351 1,050,903 Impairment no longer required 2(c) (345,325) - Provision formed 8 8,000 8,000 Provision no longer required 3(e) - (23,624) Realized foreign currency exchange differences (OCI) Unrealized foreign currency exchange differences (loss) /gain - 266,655 (55,708) - Interest income 9 (311,179) (587,580) Interest expense 9 1,497,243 1,264,517 Non-cash management fees (deduction from Shareholder's balance) - 738,659 Operating loss before changes in working capital (443,809) (217,065) Changes in working capital: Other Receivables (143,556) (1,835) Due from related parties (191,140) (119,374) Due to related parties - (30,234) Other Payables 630,487 (38,187) Net cash flows used in operating activities (148,018) (406,695) Cash flows from investing activities Payment for investments (24,950) (16,037) Payments under Investments in subsidiaries and joint ventures (12,500) - Net cash flows used in investing activities (37,450) (16,037) Cash flows from financing activities Due from related parties 76,658 32,292 Due to related parties (232,173) 62,687 Loan payment (172,932) - Proceeds from Loans 2(c) 400,594 479,000 Net cash flows generated from financing activities 72,147 573,979 Change in cash and bank balances (113,321) 151,247 Cash and bank balances at beginning of the year 2(d) 159,431 8,184 Cash revaluation (2,197) - Cash and bank balances at end of the year 2(d) 43,913 159,431 Non-cash transactions has been disclosed in the Note 11(a). The accompanying notes on pages 8 to 63 form an integral part of these separate financial statements. Introduction Qalaa for Financial Investments "S.A.E." was incorporated in 2004 as an Egyptian joint stock company under Law No. 159 of 1981. It was registered in the commercial register under number 11121, Cairo on 13 April 2004. The Company's term is 25 years as of the date it is entered in the commercial register. The company's head office is in 1089 Nile Corniche, Four Season Nile Plaza, Garden City Cairo, Egypt. The company is registered in the Egyptian Stock Exchange. The purpose of the Company is represented in providing financial and financing consultancy for different companies and preparing and providing 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 Extraordinary General Assembly of the 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 122 of its executive regulations. The necessary legal procedures have been initiated after completion of all necessary legal procedures to increase the company's capital until the situation is reconciled according to the new capital of the company. On September 26, 2024, the Company invited for an Extraordinary General Assembly to consider giving up all decisions previously approved at the Company's previous Extraordinary General Assembly meeting held on February 18, 2007, 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. These separate financial statements has been authorised by the company's Board of Directors on 6 July 2025, and the Shareholders' General Assembly has the right to modify the separate financial statements after being issued. Financial position Financial assets and financial liabilities The Company holds the following financial instruments: Financial assets at 31 December 2024 Loans and Receivables at Notes Assets at FVOCI amortised cost Total Other receivables 2(a) - 9,404 9,404 Due from related parties 13(a) - 8,295,557 8,295,557 Financial assets at fair value through other comprehensive income 2(b) 19,421 - 19,421 Loans to subsidiaries 2(c) - 254,917 254,917 Cash and bank balances 2(d) - 43,913 43,913 19,421 8,603,791 8,623,212 Financial assets at 31 December 2023 Loans and Receivables at Notes Assets at FVOCI amortised cost Total Other receivables 2(a) - 5,852 5,852 Due from related parties 13(a) - 4,044,089 4,044,089 Financial assets at fair value through other comprehensive income 2(b) 7,069 - 7,069 Loans to subsidiaries 2(c) - 1,464,876 1,464,876 Cash and bank balances 2(d) - 159,431 159,431 7,069 5,674,248 5,681,317 * excluding advances to suppliers, employee advances, prepaid expenses, deposits with others, and withholding tax. Financial liabilities at 31 December 2024 Liabilities at Notes amortised cost Total Other payables 2(e) 2,777,857 2,777,857 Due to related parties 13(b) 1,296,287 1,296,287 Loans 2(f) 21,779,482 21,779,482 25,853,626 25,853,626 Financial liabilities at 31 December 2023 Liabilities at Notes amortised cost Total Other payables 2(e) 588,791 588,791 Due to related parties 13(b) 2,516,607 2,516,607 Loans 2(f) 13,339,572 13,339,572 16,444,970 16,444,970 ** excluding tax authority, accrued expenses and social insurance authority. Financial assets and financial liabilities (continued) 2(a) Other receivables (Net) 2024 2023 Non- Non- Current current Total Current current Total Deposits with others 127,155 127,155 58 - 58 Prepaid expense 13,158 - 13,158 - - - Other debit balances 10,620 - 10,620 9,502 - 9,502 Letter of guarantee margins 6,355 - 6,355 3,863 - 3,863 Employee advances 2,215 - 2,215 2,110 - 2,110 Withholding tax 1,577 - 1,577 1,577 - 1,577 Advances to suppliers 470 - 470 470 - 470 Impairment losses* (7,571) - (7,571) (7,571) - (7,571) Total other receivables 153,979 - 153,979 10,009 - 10,009 * The movement of impairment in other receivables balances was as follows: 2024 2023 Balance at 1 January 7,571 7,571 7,571 7,571 (i) Impairment and risk exposure Information about the impairment of other receivables balances, their credit quality and the Company's exposure to credit risk, foreign currency risk and interest rate risk can be found in (note 19) . 2(b) financial assets at fair value through other comprehensive income 2024 2023 Non-current assets EFG Capital Partners Fund III 19,421 7,069 19,421 7,069 Financial assets at fair value through other comprehensive income Investments are designated as fair value through other comprehensive income financial assets if they do not have fixed maturities and fixed or determinable payments, and management intends to hold them for the medium to long-term. Financial assets that are not classified into any of the other categories (at FVPL, or loans and receivables) are also included in the FVOCI category. The financial assets are presented as non-current assets unless they mature, or management intends to dispose of them within 12 months of the end of the reporting period. Impairment indicators for Financial assets at fair value through other comprehensive income An equity security is considered to be impaired if there has been a significant or prolonged decline in the fair value below its cost. See note 22 f(vi) further details about the Company's impairment policies for financial assets. Financial assets and financial liabilities (continued) 2(b) financial assets at fair value through other comprehensive income (continued) Amounts recognised in profit or loss and other comprehensive income During the year, the following (loss)/profit were recognized in profit or loss and other comprehensive income. 2024 2023 Gain/(Loss) recognised in other comprehensive income - before tax ( note 4(b) ) 57,456 (2,286) Deferred Income tax relating to other comprehensive income (11,847) (300) 45,609 (2,586) Fair value estimation Fair value is the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or pay the liability takes place either: In the principal market for the asset or liability, or In the absence of a principal market, the most advantageous market for the asset or the liability. The Company should be able to have access to the principal market or the most advantageous market. In the absence of principal market, the Company does not need to conduct a thorough search of all possible markets to determine the principal or the most advantageous market. However, the Company takes into consideration all information reasonably available. The table below shows the financial assets and liabilities at fair value in the separate financial statements at 31 December 2024 within the hierarchy of the fair value, based on the input levels that are considered to be significant to the fair value measurement as a whole: Level 1 - Inputs of quoted prices (unadjusted) in active markets for identical assets or liabilities, which the Company can have access to at the date of measurement. Level 2- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. Level 3- Unobservable inputs of the asset or the liability. Recurring fair value measurements At 31 December 2024 Level 1 Level 2 Level 3 Total Financial assets Financial assets at fair value through other comprehensive income Equity securities - 19,421 - 19,421 Total financial assets - 19,421 - 19,421 Financial assets and financial liabilities (continued) 2(b) financial assets at fair value through other comprehensive income (continued) The table below shows the financial assets at fair value in the separate financial statements at 31 December 2023 within the hierarchy of fair value. Recurring fair value measurements At 31 December 2023 Level 1 Level 2 Level 3 Total Financial assets Financial assets at fair value through other comprehensive income Equity securities - 7,069 - 7,069 Total financial assets - 7,069 - 7,069 The Company determines the level, in the case of transfers between levels within the hierarchy of fair value through the revaluation of the classification (based on the lowest input levels that are considered to be significant to the fair value measurement as a whole). The Company did not make any transfers between levels 1 and 2 during the year. 2(c) Loans to subsidiaries Loans to subsidiaries are represented in finance agreements to subsidiaries as follows: 2024 2023 Current National Development and Trading Company - 4,546,346 - 4,546,346 Less: Accumulated impairment loss* - (3,257,463) - 1,288,883 Non-current National Development and Trading Company 161,531 - United Foundries Company 93,386 367,824 Less: Accumulated impairment loss* - (191,831) 254,917 175,993 254,917 1,464,876 *The movement in impairment of loans due from subsidiaries: 2024 2023 Balance at 1 January 3,449,294 2,089,808 Formed during the year (note 7) 129,351 1,050,903 Impairment no longer required *** (345,325) - Foreign currency exchange loss differences 1,128,137 308,583 Adjustments ** (4,361,457) - - 3,449,294 National Development and Trading Company Loan The Company granted two subordinating loans to National Development and Trading Company "subsidiary", The two loans dated 28 December 2009 and 21 September 2010 with amounts of US $90 million and US $8 million respectively. The loans contracts period is five years, the principle of the two loans have to be paid with interest by the end of loans' period, with 11.5% annual compound interest, according to loans contracts the Company has the right to convert the value the of loans in addition to its interest due into capital increase in National Development and Trading Company with par value at the end of loans period. Financial assets and financial liabilities (continued) 2(c) Loans to subsidiaries(continued) National Development and Trading Company Loan (continued) The guarantees are representing line on a number of the National for Development and Trading Company's investments in shares of the following subsidiaries in favour of the company as a guarantee for the loan principal: ASEC Cement Company 41,050,000 shares Arab Swiss Engineering Company (ASEC) 899,900 shares During 2014, the Company has signed two waiver contracts with Al Olayan Saudi investment Ltd for a portion from the two loans with a total amount of US $23 million divided to US $14.8 million (principle amount) and US $8 million (accrued interest amount). The balances of the two loans after the waiver agreements of US $147M (equivalent to EGP 4.54 billion) as at 31 December 2023 versus US $132 million (equivalent to EGP 3.26 billion) as at 31 December 2022 including accumulated accrued interest amounted to US $126 million. United Foundries Company Loan The Company granted a subordinating convertible loan to United Foundries Company - one of its subsidiaries - on 2 June 2010 with an amount of US $11.5 million for Six years contract, the principle of the loan has to be paid with interest at the end of the loan period, with 11.5% annual compound interest , according to the loan contract the Company has the right to convert the value of the loan in addition to its interest due into capital increase in the capital of United Foundries Company with par value at the end of loan period. On 30 April 2018, the company has waived 16 million us dollars equivalent to EGP 280 million for Citadel Capital for International Investment ltd. (CCII) a wholly owned subsidiary from the total outstanding balance due from united foundries company with the right to authorize Qalaa for Financial Investments company to dispose the debt assigned by this contract and have it reassigned to third parties in light of the ongoing settlements and negotiations with other creditors.. On 1 January 2021, as per the amended agreement with United Foundries Company (UCF) the annual interest changed from 6% to 0.1%. The subordinating loan for United Foundries Company is US $11.9 million (equivalent to EGP 367.8 million) as at 31 December 2023 versus US $11.9 million (equivalent to EGP 294.1 million) as at 31 December 2022 including accrued interest amounted to US 8.7 million (equivalent to EGP 271 million as at 31 December 2023 versus US $8.7 million (equivalent to EGP 219 million) as at 31 December 2022. According to the agreement dated March 31, 2024, signed between Qalaa Holdings, National Development and Trading Company, and United Foundries Company, the outstanding debts owed by them was converted from U.S. dollars to Egyptian pounds, effective from March 31, 2024. The parties agreed that the repayment period for this debt shall not exceed fifteen years from the date of signing this agreement by both parties and the contracting parties have agreed that from the date of this contract, this debt shall be considered an interest-free loan to support the company's financial growth and business operations expansion plan. Financial assets and financial liabilities (continued) 2(c) Loans to subsidiaries(continued) ** For financial assets that are credit-impaired on purchase or origination, the lifetime ECL on initial recognition are included in the estimated cash flows when calculating the effective interest rate. Thus, no loss allowance is recognized on initial recognition. However, an entity should recognize, at each reporting date in the income statement, the amount of the change in lifetime ECL as an impairment gain or loss. The loan is subsequently measured at amortized cost factoring in ECL, with interest accrued using the effective interest rate method, taking into account the unwinding of the difference between the cash paid and fair value on initial recognition. ***During the year, National Development and Trading Company processed an early payment to Qalaa Holdings equivalent to EGP 271 million in addition of settling an amount of EGP 129.7 million, that was previously recorded in due to related parties (National Development and Trading Company) by deducting it's value from the loans to subsidiaries. According to the agreement between both parties bringing the total settled amount to EGP 400.7 million. The company recognized impairment no longer required based on early settlement and payment as shown in the movement of expected credit loss of the loans. 2(d) Cash and bank balances 2024 2023 Bank Current accounts - local currency 3,824 151,920 Cash on hand 1,565 6,961 Bank Current accounts - foreign currency 38,524 550 43,913 159,431 The average effective interest rate on deposits at 31 December 2024 was 15.2% (2023 was 12.5%). current accounts with banks are placed with local banks under the supervision of CBE. 2(e) Other payables 2024 2023 Non- Non- Current current Total Current current Total Other financial liability** 1,534,547 - 1,534,547 - - - Accrued expenses 670,104 - 670,104 412,544 - 412,544 Trade and notes payable 513,474 - 513,474 293,587 - 293,587 Former Shareholder's balance* 495,416 - 495,416 292,310 - 292,310 Tax authority 231,527 - 231,527 218,497 218,497 Dividends payable 2,894 - 2,894 2,894 - 2,894 Social insurance authority 387 - 387 270 - 270 Total other payables 3,448,349 3,448,349 1,220,102 - 1,220,102 Financial assets and financial liabilities (continued) 2(e) Other payables (continued) Trade payables are unsecured and are usually paid within 60 days of recognition. The carrying amounts of other payables are considered to be the same as their fair values, due to their short-term nature. *Former Shareholder's balance represents amounts due to shareholders that resulted from prior acquisitions as well as financing certain subsidiaries. Management doesn't have unconditional rights to defer the settlement and expects these balances to be paid within twelve months from the date of the separate financial statements. **Other financial Liability 's balance represents the financial guarantee at fair value recorded by Qalaa holding against both the Arab International Bank loan settlement and Olyan settlement. 2(f) Loans On 1 February 2012 the Company has signed a long-term loan contract with an amount of US $325 million with Citi Bank Company - syndication manager along with other Company of banks (represented in Arab African International Bank S.A.E, Arab International Bank, Banque du Caire, Misr Bank S.A.E, and Piraeus Bank) and guaranteed by Overseas Private Investment Corporation (OPIC) for the purpose of expanding the Company's investments and refinancing the outstanding debts as at 31 December 2011 (which represented in the loan granted to the Company on 15 May 2008 with an amount of US $200 million for a period of five years from a Consortium of banks represented in Arab African International Bank, Suez Canal Bank, Misr bank , Piraeus Bank and Citi Bank London "syndication manager"); loan is to be paid on nine instalments during the contract period begins from the third year to the end of contract on 15 May 2013. The loan balance is US $172 million (equivalent to EGP 1 billion) as at 31 December 2011 until the date of the new contract). The loan amount is divided into three classes: First class: Irrevocable amount of US $175 million bearing variable interest rate (4.25%+Libor rate) for 5 years begins from the date of the contract and payable on five equal annual instalments. Second class: Irrevocable amount of US $125 million bearing variable interest rate (3.9%+Libor rate on the date of withdrawal) for 10 years begins from the date of the contract and payable on nine equal annual instalments with one-year grace period. Third class: Irrevocable amount of US $25 million bearing variable interest rate (3.9%+Libor rate on the date of withdrawal) and the Company has the right to use it within nine years begins from the date of the contract and payable on nine equal annual instalments begins from the date of withdrawal with one year grace period (not yet used). 2024 2023 First Class - 3,956,896 Second Class - 3,494,768 Accrued Interest - 5,887,908 Balance - 13,339,572 Financial assets and financial liabilities (continued) 2(f) Loans(continued) During the year, Qalaa entered into a group of agreements with the participant's banks to settle the above debt as follows: Purchased loan QHRI and Citadel Capital Partners companies : The Company's ordinary general assembly decided on 30 May 2024 to approve the offer submitted by Qalaa Holding Restructuring Ltd "QHRI" (a company that was established in accordance with the laws of the British Virgin Islands) by the owners of Citadel Capital Partners Ltd. (the "main shareholder" of Qalaa) to purchase the external debt owed by Qalaa to certain banks and Financial institutions participating in the syndicated loan agreement dated 1 February 2012 ("the Syndicated loan") signed between Qalaa Holdings and a group of local and international banks and institutions. This purchase was at an amount equivalent to 20% of the remaining principal balance of the lenders' share who accepted the purchase offer in the Syndicated loans payable in USD in an international bank account selected by the accepting lenders. The opportunity to participate in the debt purchase was offered to all Qalaa shareholders via the funding of QHRI against a debt note issued by the latter. The Purchased Senior Debt was concluded effective 30 June 2024 and the participating Qalaa shareholders will henceforth be the beneficial holders of the Purchased Senior Debt. The debt will then be extinguished by Qalaa in the form of a capital increase providing the participating shareholders repayment in the form of shares in Qalaa or cash or a combination thereof. Such agreement serves to reduce Qalaa's debt levels and financing costs. As of 30 June 2024, an amount of USD 240,752,323 equivalent to EGP 11.6 billion has been reclassified from bank loans to loan from Qalaa Holding Restructuring Ltd and an amount of USD 60,852,032 was reclassified to Citadel Capital Partners on 30 October 2024. Arab International Bank: Qalaa Holdings and its subsidiaries and related companies entered into a debt restructuring agreement with Arab International Bank effective in the third quarter of the year 2024. Under this agreement, loans were restructured and will be repaid in installments totaling USD 184 million starting from 2024 till 2033. A variable interest rate with a SOFR base will be applied semi-annually.. Once the payment schedule is completed under the new terms, USD 44 million along with any accrued interest and excess interest, will be waived by the bank. On 4 September 2024, Qalaa Holdings announced the completion of the aforementioned debt settlement agreement. According to the agreement, a wholly owned subsidiary took over Qalaa Holdings in its debt and will settle its outstanding loan of USD 44 million, on it's behalf. Consequently, the loan amount has been transferred to the subsidiary. The agreement also stipulates that Qalaa Holdings guarantees to cover any shortfall in the repayment installments. Therefore, the company recorded a financial guarantee at fair value through the profit and loss statements for the subsidiary amounting to USD 29 million ,the difference between the transferred debt and the financial guarantee was recorded as re-evaluation on debt extinguishment Note (9). Financial assets and financial liabilities (continued) 2(f) Loans(continued) Egyptian Banks : Qalaa Holdings has entered into a debt settlement agreement with Banque Misr, Banque du Caire, Arab African International Bank, and Al Ahli Bank of Kuwait ("the Egyptian Banks"), The terms of this debt settlement resulted in the settlement of the loan against the sale of certain assets contingent on meeting the terms of the agreement. The agreement came into effect in the third quarter after the condition precedent had been met. As of 31 December 2024, the company did not comply with some of the conditions specified in the agreement. Accordingly, all the loan balance related to the Egyptian banks have been presented as current liabilities. Settlement and waivers Amount in EGP Total debt before the settlement agreement 8,791,213 Other interest expense 253,561 Foreign currency exchange difference 6,348 Settlement through transfer of shares in Taqa Arabia (A) (3,347,689) Settlement through land plot in Tibeen area (B) (600,000) Compensation for exchange rate and stock price variations (C) (742,166) Debt expected waiver in case of compliance with whole contract terms (D) 4,361,267 The settlement includes the following: Shares in TAQA Arabia: In September 2024, Qalaa transferred 239,120,667 shares (17.68%) in TAQA Arabia to the Egyptian banks, and the balance of the loan was not reduced by the value of the shares due to the following reasons: Qalaa has the right to repurchase these shares (call option) during the fifth year after the transfer. The banks retain the right to resell the shares to Qalaa (Put option) during the sixth year. Qalaa did not account for the call or the put option as the shares are considered under the control of Qalaa as illustrated in point 3 below. The agreement imposes restrictions on the local banks on selling the transferred shares for five years till the call option period elapses. Qalaa will maintain voting rights for the transferred shares in TAQA Arabia S.A.E. until the end of the call option period. As per the agreement, Qalaa transferred the 239,120,667 shares in Taqa Arabia at an agreed price. At the end of the put option period and by the time the shares are settled against the loans, Qalaa is liable to compensate the banks with any differences below the agreed price plus specific return and the actual share prices at the date of settlement. Financial assets and financial liabilities (continued) 2(f) Loans(continued) Land Plot in Tibeen Area: Qalaa transferred a registered 60,127 sq.m. land plot overlooking the Nile in the Tibeen area in September 2024 owned by a wholly owned subsidiary, valued at EGP 600 million, contingent on obtaining a construction license within six months after meeting the conditions precedent. Until the license is obtained, the bank considers the selling price of the land to be EGP 233.5 million. The company did not record the partial settlement of the loan from selling the Tibeen land as the group has the right to replace the land with another asset within 6 months after the condition precedent is met. Compensations for Exchange Rate and Stock Price Variations: These include an amount of EGP 598 million which will be paid over five years in equal instalments till 31 December 2028 and an amount of EGP 296 million as exchange rate compensation payable during the year 2024 and 2025. The company has paid an amount of EGP 151.6 million during the year 2024 and the remaining amount was paid in the subsequent period. Debt expected waiver in case of compliance with whole contract terms: Qalaa is entitled to an expected waiver of EGP 4.3 billion and any accrued interest conditioned to compliance with the whole agreement terms and conditions. Until all conditions of the agreement are fulfilled, the bank will calculate interest on the total amount at the previous interest rate in a separate account. The remaining debt and calculated interest will be released once all terms of the agreement are fully met. Given these circumstances, the debt to the Egyptian banks has not been derecognized, as the conditions of the agreement have not yet been completely satisfied. The total loans balance as of 31 December 2024 as follows: 31 December 31 December Current 2024 2023 Citadal Capital partners* 3,093,644 - Egyptian banks 8,899,523 - QHRI Balance 9,145,915 - Balance 21,139,082 - *On 30 October 2024, an assignment of rights agreement was concluded between QHRI Company and Citadel Capital Partners Company (the main shareholder) for an amount of USD 60,852,032. Financial assets and financial liabilities (continued) 2(f) Loans(continued) This amount represents Citadel Capital Partners Company's share of the debt owed by Qalaa Holdings Company to QHRI Company, which QHRI had acquired from the relevant banks and financial institutions. This is part of the procedures to increase the issued capital of Qalaa Holdings Company enabling Citadel Capital Partners Company to subscribe to its share (whether in preferred or common shares) using the credit balance. It is stipulated that this assignment shall be non-transferable and may not be disposed of, pledged, traded, or endorsed until payment is made. Citadel capital partners subscribed in the first phase of the debt purchase subscription with its full share (23.487%) amounting to USD 6,623,334. Furthermore, Citadel capital partners subscribed in the second phase of the debt purchase agreement with an amount of EGP 25,256,730 (equivalent to USD 504,905) bringing the total amount contributed by CCP to USD 7,128,239 which constitutes 25.277%. Accordingly, the main shareholder's assignment was completed with an amount of USD 60,852,032 out of the total USD 240,752,323. In case of the increase of Qalaa Holdings Company's issued capital was not completed, Qalaa Holdings Company shall be obligated to pay USD 7,128,239 to Citadel Capital Partners Company, in addition to paying USD 21,576,666 to QHRI Company to enable it to refund the value of the debt bonds to the beneficiaries. Furthermore, QHRI Company and Citadel Capital Partners Company shall agree to waive the remaining debt owed by Qalaa Holdings Company. Non-Current 31 December 2024 31 December 2023 Sunrise service Egypt (LLC) * 640,400 - Balance 640,400 - On 22 May 2024, Qalaa Holdings and one of its fully owned subsidiaries signed an agreement with Olayan to restructure an existing USD 12 million loan by which Qalaa transferred a building to partially settle an existing loan owed by the subsidiary. Olayan assigned its right in the USD 12 million loan to one of his related parties. Qalaa Holdings will pay a monthly interest rate for three years in the form of lease payments. Qalaa Holdings has a call option to repurchase the building within three years for USD 12 million plus a fixed annual interest rate. Management assessed that this transaction does not qualify as a sale and is recognized as a collateralized borrowing, as the company retains control over the transferred asset. Non-financial assets and financial liabilities 3(a) Fixed assets Furniture, fixture & office Buildings Computers equipment Vehicles Software Total 1 January 2023 Cost 33,742 8,862 23,037 540 24,856 91,037 Accumulated depreciation (26,993) (8,823) (23,037) (540) (17,262) (76,655) Net book value 6,749 39 - - 7,594 14,382 Year ended 31 December 2023 Net book value at the beginning of the year 6,749 39 - - 7,594 14,382 Depreciation (1,687) (39) - - (7,371) (9,097) Net book value 5,062 - - - 223 5,285 31 December 2023 Cost 33,742 8,862 23,037 540 24,856 91,037 Accumulated depreciation (28,681) (8,862) (23,037) (540) (24,632) (85,752) Net book value 5,061 - - - 224 5,285 Year ended 31 December 2024 Net book value at the beginning of the year 5,061 - - - 224 5,285 Depreciation (1,687) - - - (223) (1,910) Net book value 3,374 - - - 1 3,375 31 December 2024 Cost 33,742 8,862 23,037 540 24,856 91,037 Accumulated depreciation (30,368) (8,862) (23,037) (540) (24,855) (87,662) Net book value 3,374 - - - 1 3,375 Depreciation, method used and useful lives Depreciation expense is allocated in the separate statement of profit or loss, as follows: 2024 2023 General and administration expenses ( note 6 ) 1,910 9,097 1,910 9,097 The straight line method is used to allocate the depreciation of fixed assets consistently to their residual values over their estimated useful lives. Below are the estimated useful lives of each type of the Company's assets: Buildings 20 years Computers 2-3 years Furniture, fixture, and office equipment 4 years Vehicles 4 years Software 2-3 Years Non-financial assets and financial liabilities (continued) 3(b) Investment in Subsidiaries Country of Equity Interest Equity Interest Company Name operation 2024 2023 2024 2023 Investment in subsidiaries : Citadel Capital for International Investments Ltd. Egypt 100% 100% 3,809,016 3,809,016 Citadel Capital Holding for Financial consultancy-Free Zone Egypt 99.99% 99.99% 1,350,002 1,350,002 National Development and Trading Company*** Egypt 47.65% 47.65% 1,214,769 668,171 ASEC Company for Mining (ASCOM) Egypt 59.46% 54.05% 337,622 337,622 United Foundries Company*** Egypt 29.29% 29.29% 391,392 103,699 ASEC Cement Company ** Egypt 1.85% 1.85% 41,913 41,913 ASEC Trading Company Egypt 99.85% 99.85% 49,999 4,999 International Company for Mining Consultation Egypt 99.99% 99.99% 62 62 Total Investment in subsidiaries 7,194,775 6,315,484 Accumulated impairment loss **** (771,870) (771,870) Net Investment in subsidiaries 6,422,905 5,543,614 Investment in Joint Ventures : Wathba for Petroleum services* Egypt 49.90% 49.90% 49,900 24,950 Total Investment in Joint Ventures 49,900 24,950 Total Investment in Subsidiaries and joint ventures 6,472,805 5,568,564 * On 4 September 2022, a new Company was established under the name of "Wathba for Petroleum Services". The Company's total issued capital is EGP 100 million where Qalaa's share is 49.9% with a total of EGP 49.9 million, as of December 2024, Qalaa has paid it's portion of the issued and paid-up capital amounting to EGP 49.9 Million. Additionally, Qalaa has paid amount of EGP 12.5 Million as payment under capital increase during the year ended 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 a joint management control and equal voting rights. ** Qalaa's direct investment in ASEC Cement represents 1.8%, the indirect ownership percentage is 49.38%, and therefore the effective ratio is 51.18.%. *** As disclosed in notes (2c) and (13) given The transaction was carried out between entities under the common control of QH, with QH acting in its capacity as the parent. As such, the resulting difference between the carrying amount of the old loan (net of previously recognized expected credit losses) and the present value of the new loan does not reflect a commercial gain or loss but rather a capital contribution by the parent. In accordance with the substance-over-form principle, this difference has been recognized as an increase in the parent's investment in the subsidiary. During the year, National Development and Trading Company processed an early payment to Qalaa Holdings equivalent to EGP 271 million in addition of settling an amount of EGP 129.7 million, that was previously recorded in due to related parties (National Development and Trading Company) by deducting it's value from the loans to subsidiaries. According to the agreement between both parties bringing the total settled amount to EGP 400.7 million. The company recognized impairment no longer required based on early payment and settlement. Non-financial assets and financial liabilities (continued) 3(b) Investment in Subsidiaries The loan is subsequently measured at amortized cost, with interest accrued using the effective interest rate method, taking into account the unwinding of the difference between the cash paid and fair value on initial recognition. ****Accumulated impairment loss on investments in subsidiaries comprised of the following: 2024 2023 National Development and Trading Company 668,171 668,171 United Foundries Company 103,699 103,699 771,870 771,870 *All investments in subsidiaries are represented in unlisted equity shares in the Stock Exchange except ASEC Company for Mining (ASCOM) with a market value of EGP 1.005 Billion as at 31 December 2024 (31 December 2023: EGP 1.609 Billion), which represents 29,727,683 shares with a market price EGP 33.83 per share as at 31 December 2024 (31 December 2023: 29,727,683 shares with a market price EGP 54.11). Losses of impairment in the value of the Company's investments in ASEC Mining Company (ASCOM) are not recognized as the recoverable value of the investment is higher than its market value and book value. The Company tests for impairment of all its investments annually at the reporting date using the recoverable amount calculated based on the present value of the expected future cash flows from ASEC Mining Company (ASCOM). 3(c) Payments under investments 2024 2023 Citadel Capital Holding for Financial Investments - Free Zone 2,604,785 2,604,785 Wathba for petroleum servises 12,500 - Project Under Construction - WAPHCO 4,674 4,674 Others 151,637 151,637 Accumulated impairment * (151,637) (151,637) Net 2,621,959 2,609,459 * The movement of accumulated impairment of payments under investment as follows: 2024 2023 Balance at 1 January 151,637 151,637 Balance at 31 December 151,637 151,637 Non-financial assets and financial liabilities (continued) 3(c) Payments under investments (continued) (i) Significant Estimates Impairment of investment in subsidiaries and payments under investments The Company decides that the investment in subsidiaries and payment under investment were impaired when there is a significant or prolonged impairment to below their cost. This determination of what is significant or prolonged requires several factors that depend on judgement, industry, market, technological progress and financing and operating cash flows. The company's management test the impairment of the investment in subsidiaries and payment under investment where impairment indicators identified, based on the recoverable amount for cash generating unit which is estimated by calculating the value in use by using net forecasted cash flow for the next five years. Management determine assumptions related to cash flow forecasting based on previous experience and market predictions by preparing business plans using the growth rate and the discount rate prevailing. Cash flows beyond the five-year period are extrapolated using the estimated growth rate stated below. This growth rate is consistent with forecasts included in industry reports specific to the industry where each CGU operates. Assumptions used by the company when testing the impairment of investment in ASEC company for mining (ASCOM) at 31 December 2024 and 31 December 2023 are as follows: 2024 2023 Average gross margin 25% 27% Sales growth rate 20% 19% Pre-tax discount rate 68% 19.2% Growth rate beyond five years 2% 10% Assumption Approach used to determine the values Growth rate This is represented in the weighted average of growth rate used for forecasting the cash flows of the years following the financial budget period. Growth rates correspond with the reports of the industry where the CGU is adopted. Profit margin Estimations are based on the historical performance and management's expectation of the future. Discount rate before tax This rate reflects the risks related to the CGU and the industry where these units are adopted. Sensitivity of recoverable amounts The growth rate beyond five years has been estimated to be 2%. If all other assumptions kept the same, a reduction of this growth rate by 100% would give a value in use exceed the current carrying amount. The discount rate in the forecast period has been estimated to be 68%. If all other assumptions kept the same, and the discount rate is 30% would give a value in use exceed the current carrying amount. Non-financial assets and financial liabilities (continued) 3(d) Deferred tax balances 2024 2023 Asset Liability Asset Liability Fixed asset 353 - - (183) Financial assets at fair value through other comprehensive income - (11,847) - - 353 (11,847) - (183) Net deferred tax (11,847) (183) The movement of deferred tax liabilities was as follows: 2024 2023 Balance at 1 January (183) (382) Net deferred tax assets charged to profit or loss ( note (10) ) 536 499 Net deferred tax assets charged to other comprehensive income ( note 4(b) ) (11,847) (300) (11,494) (183) 3(e) Provisions Claims Provisions Legal provisions Other provisions Total Balance at 1 January 2023 293,658 28,563 26,675 348,896 Provision No longer required - (23,624) - (23,624) Provision formed ( note (8) ) 8,000 - - 8000 Foreign exchange translation difference - 4,735 6,190 10,925 Balance at 31 December 2023 and 1 January 2024 301,658 9,674 32,865 344,197 Reclassification to other credit balance (6,410) - (30,893) (37,303) Provision formed ( note (8) ) 8,000 - - 8,000 Balance at 31 December 2024 303,248 9,674 1,972 314,894 Information usually published on the provisions made according to accounting standards was not disclosed, as the management believes that doing so may seriously affect the outcome of negotiations with that party. The management reviews these provisions on a yearly basis, and the allocated amount is adjusted according to the latest developments, discussions and agreements with such parties. Equity 4(a) Paid up capital The Company's authorized capital was EGP 10 Billion and the issued and paid-in capital is EGP 9.1 billion represents 1,820,000,000 shares distributed over 1,418,261,351 ordinary stocks and 401,738,649 preferred stocks. Preferred shares have the advantage of triple voting right comparing with ordinary share on the decisions of the Company's extraordinary and ordinary general assembly meetings according to the decision of the Company's extra-ordinary general assembly meeting held on 12 May 2008 and also paragraph No. (3) of article No.(18) of the Company's article of associations. Those preferred shares are owned by Citadel Capital Partners Ltd. Company, the principle shareholder of the Company. The shareholders' structure is represented in the following: Shareholder's name Percentage No. of Shares Amount Citadel Capital Partners Ltd. 23.49% 427,455,671 2,137,278 Olayan Saudi Investment company 9.12% 165,964,000 829,820 Emirates International Investments Company 5.54% 100,900,000 504,500 Other shareholders 62% 1,125,680,329 5,628,402 100% 1,820,000,000 9,100,000 Note (25 c) 4(b) Reserves Financial assets at fair value through other comprehensive Legal income revaluation Shareholder's Reserve* reserve balance ** Other Reserves Total Balance at 1 January 2023 89,578 (1,035) - (1,403,930) (1,315,387) Revaluation of Financial assets at fair value through other comprehensive income -before tax ( note 2(b) ) - (2,286) - - (2,286) Deferred tax ( note 3(d) ) - (300) - - (300) Shareholder's balance - - (639,457) - (639,457) Foreign currency through OCI - - - (1,266,957) (1,266,957) Balance at 31 December 2023 and 1 January 2024 89,578 (3,621) (639,457) (2,670,887) (3,224,387) Revaluation of Financial assets at fair value through other comprehensive income - before tax ( note 2(b) ) - 52,653 - - 52,653 Deferred tax ( note 3(d) ) - (11,847) - - (11,847) Balance at 31 December 2024 89,578 37,185 (639,457) (2,670,887) (3,183,581) * Legal Reserve In accordance with the company's Article of Association, 5% of the net profit for the period is transferred to the legal reserve account. Based on proposal from the board of directors and the approval of the General Assembly of the company, this transfer may be partially discontinued if the legal reserve reaches 50% of the issued capital. Whenever this reserve is lower than this percentage, the deduction should be continued. This reserve is not available for distribution to shareholders. Equity (continued) 4(b) Reserves (continued) **Shareholder's balance On 6 July 2023, Qalaa's ordinary assembly approved the authorization of Qalaa's Board of Directors to transfer 11.45% of Qalaa's Group shares in TAQA Arabia to fully owned subsidiaries. These subsidiaries would then be transferred to third parties, based on the independent financial advisor's report issued in April 2023 (which valued 100% of TAQA Arabia Company's shares at 12.03 billion Egyptian pounds) and the value of these shares will be due from Citadel Capital Partners Ltd. (CCP), Qalaa's main shareholder. This balance would be recorded as a current debit account for the benefit of Qalaa, and to allocate any profits, from the annual management fees amounting to 10% of the consolidated net profit of the company, in addition to any other distributions in accordance with the company's articles of association, to be payable to CCP, until the balance of the current debit account is fully settled. In December 2023, Qalaa's fully owned subsidiary transferred ownership of its shares in Nile Energy Ltd., which owns 101,426,535 shares representing 7.5% of TAQA Arabia SAE shares with a fair value of EGP 902.6 million to Emirates International Investment Company, this amount becomes due from CCP in favour of Qalaa. Additionally, the transfer of Stratford Investments Ltd. shares, which owns 53,417,975 shares representing 3.95% of the shares of TAQA Arabia SAE with a fair value of 475.4 million Egyptian pounds to Cape Collard. The obligation to pay this amount becomes due from CCP, in favour of Qalaa. This balance was recorded as a shareholder's balance amounting to EGP 1,378 billion. The due from CCP has been offset by CCP's management fees of EGP 738.65 million, based on 10% of the consolidated net profit for the year ended 31 December 2023 allocated to the owners of the parent company. 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. Performance Advisory Revenue Advisory fee represents advisory services rendered to the subsidiaries by virtue of shareholders agreements: 2024 2023 Falcon Agriculture Investments Ltd 111,710 78,064 Citadel Capital Transportation Opportunities II Ltd 48,436 33,847 ASEC for Cement 30,994 21,486 Silverstone Capital Investment Ltd - 14,809 191,140 148,206 6. General and administrative expenses 2024 2023 Salaries, wages and other employee benefits 341,675 232,365 Legal expenses 131,098 2,599 Professional fees 79,986 30,616 Other expenses 17,614 14,796 Marketing, advertising and public relations 10,315 5,552 Travel and accommodation 7,106 6,834 Telecom expenses 3,916 3,037 Depreciation ( Note 3(a) ) 1,910 9,097 Utilities 1,616 1,353 Rent expenses* 1,032 921 Donations - 6,000 596,268 313,170 *Rent expenses includes low value and short term rent. 7. Net Impairment Losses in financial Assets 2024 2023 Impairment in loans to subsidiaries ( Note 2(c) ) 129,351 1,050,903 129,351 1,050,903 8. Other Operating (expense)/Income 2024 2023 Provisions for claim ( Note 3(e) ) (8,000) (8,000) Provision for Legal, claim and other - No longer Required ( Note 3(e) ) - 23,624 Operating loss in financial assets at fair value (45,104) - Other operating expense (46,752) - Other Operating Income 2,195 131,739 (97,661) 147,363 Finance costs - net 2024 2023 Interest income** 315,875 587,580 Re-evaluation on debt extinguishment*** 748,201 - Total finance income 1,064,076 587,580 Interest expenses (996,369) (1,264,517) Other interest expenses* (500,873) - Loan Expenses - (6,024) Net foreign exchange loss (311,943) - Total Finance costs (1,809,185) (1,270,541) Net (745,109) (682,961) *Other interest expense represents the interest calculated on the total debt amount at the previous interest rate under the original loan agreement. Refer to note (2 F). **The credit interest represents the accrued interest income according to the signed contracts with related parties as follows: 2024 2023 National Development and Trading Company* 172,103 467,766 Citadel Capital Holding for Financial Investments-Free Zone 115,956 76,112 United Foundries Company * 23,121 330 Other 4,695 3,288 National Multimodal Transportation - 40,084 Total 315,875 587,580 *Refer to disclosure loans to subsidiaries (2C). ***This item includes unrealized income resulting from the present value calculation of the loan from the Arab International Bank, in accordance with Egyptian accounting standards. It will be subject to periodic review during the preparation of subsequent financial statements, with the necessary adjustments made accordingly, Refer to the Arab International Bank under the loan disclosure (2F). Income tax 2024 2023 Deferred tax ( Note 3(d) ) 536 499 536 499 The tax expense on the Company's profit before tax differs from the theoretical amount of income tax expense that would arise using the weighted average tax rate, as follows: 2024 2023 Net loss before tax (1,031,924) (2,490,124) Tax calculated at enacted tax rate (232,183) (560,278) Non-deductible expenses for tax purposes 315,698 211,786 Unrecognized tax losses 767,988 417,365 unrecognized expenses (850,967) (68,374) Income tax expense 536 499

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