Q1 2026 Financials English

CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY 2026 TO 31 MARCH 2026

SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim financial information for the three months ended 31 March 2026

Review report on condensed consolidated interim financial information 1-2

Condensed consolidated interim statement of profit or loss 3

Condensed consolidated interim statement of comprehensive income 4

Condensed consolidated interim statement of financial position 5

Condensed consolidated interim statement of changes in equity 6

Condensed consolidated interim statement of cash flows 7

Notes to the condensed consolidated interim financial information 8 - 23

Ref: BN/B3171/May 2026

Crowe Mak

"2........E 9x z

2104 & 2105, Level 21, The Prism Business Bay, Sheikh Zayed Road P O Box 6747, Dubai, UAE

T: +971 4 447 3951

uae@crowe.ae https://www.crowe.ae

Report on review of the condensed consolidated interim financial information

To,

The Shareholders, SHUAA Capital PSC.

Introduction

We have reviewed the accompanying condensed consolidated interim statement of financial position of SHUAA Capital PSC (the "Company") and its subsidiaries (together the "Group") as at March 31, 2026, the related condensed consolidated interim statement of profit or loss and other comprehensive income, condensed consolidated interim statement of changes in equity and condensed consolidated interim statement of cash flows and notes for the three month period then ended and other explanatory notes. Management is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with applicable International Accounting Standard 34, "Interim Financial Reporting" ("IAS-34"). Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

The Group's investment in associates includes an investment in Eshraq Investments PJSC which is carried in the condensed consolidated interim financial information at AED 346 million (2025: AED 349 million). As at the date of this review report, the associate holds an investment in an open-ended fund (the "Fund") measured at fair value, amounting to AED 896 million as at March 31, 2026.

The auditors of the associate were unable to obtain sufficient appropriate audit evidence regarding the fair value of certain underlying investments included in the Fund amounting to AED 786 million. Consequently, they were unable to determine whether any adjustments were necessary to that amount.

Our review of the Group's investment in the associate is based on the financial information audited by the associate's auditors and we were unable to obtain sufficient appropriate review evidence to determine whether any adjustment to the Group's share of results and the carrying amount of the investment in the associate was necessary.

Qualified Conclusion

Based on our review, except for the possible effects of the matter described in the "Basis for Qualified Conclusion" paragraph, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information do not present fairly, in all material respects, the financial position of the Group as at 31 March 2026, and its financial performance and its cash flows for the period then ended, in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

Emphasis of Matter

We draw attention to Note 2.2 to the condensed consolidated interim financial information, which indicates that as at March 31, 2026 the Group's borrowings aggregating AED 303 million including bilateral facilities ("Term Loan") aggregating AED 213 million due to a bank (Note 13) are repayable within the next twelve months from the date of these condensed consolidated interim financial information. A waiver in respect of certain default events under this facility was obtained from the bank in the year 2024 which was valid until December 21, 2025. Subsequent to year-end, the Group obtained an extension of the waiver until March 31, 2026; however, this extension has now expired, and no further extension has been granted until the date of as at the date of the condensed consolidated interim financial information.

1

Registered as Crowe Mak with the Department of Economic Development, Dubai (#101627) as a Civil Company

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Report on review of the condensed consolidated interim financial information (continued)

Emphasis of Matter (continued)

Further, as disclosed in Note 22, "Subsequent Events," to the condensed consolidated interim financial information, Group continued to engage in constructive discussions regarding a comprehensive restructuring and refinancing of the existing facility and as at the date of these consolidated interim financial information, the Group is still in discussion with the lender and is expected to be finalized before the second quarter of 2026. While no further formal extension of the waiver period has been granted beyond March 31, 2026, the bank has not issued a formal demand or acceleration notice in respect of the overdue amounts under the existing facility as at the date of these consolidated interim financial statements.

Our conclusion is not modified in respect of this matter.

For, Crowe Mak

Basil Naser Partner

Registered Auditor Number: 5507 Dubai, United Arab Emirates

May 14, 2026

Condensed consolidated interim statement of profit or loss for the three months ended 31 March 2026 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

The accompanying notes on pages 8 to 23 form an integral part of this condensed consolidated interim financial information.

Condensed consolidated interim statement of comprehensive income for the three months ended 31 March 2026 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

3 months to 31 March 3 months to 31 March

The accompanying notes on pages 8 to 23 form an integral part of this condensed consolidated interim financial information.

Condensed consolidated interim statement of financial position at 31 March 2026 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

This condensed consolidated interim financial information was approved by the Board of Directors on 14 May 2026 and signed on their behalf by:

da

Eid AlMheiri

Hamd Eid AlMhei Vice Chairma

Nabil Al Rantisi

Chairman

Group Chief Executive Officer

The accompanying notes on pages 8 to 23 form an integral part of this condensed consolidated interim financial information.

Condensed consolidated interim statement of changes in equity for the three months ended 31 March 2026 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

Balance at 1 January 2025 (Audited) 2,535,720 52,579 49,631 (1,475,534) (1,127,752) 34,644 (19,673) 14,971

Profit/(loss) for the period - - - - 195,765 195,765 (741) 195,024 Other comprehensive income for the period - - - 547 - 547 861 1,408 Total comprehensive income for the period - - - 547 195,765 196,312 120 196,432 Mandatory convertible bond conversion 1,123,303 - - (763,846) - 359,457 - 359,457 Balance at 31 March 2025 (Unaudited) 3,659,023 52,579 49,631 (2,238,833) (931,987) 590,413 (19,553) 570,860

Balance at 1 January 2026 (Audited) 3,659,023 52,579 49,631 (2,234,631) (945,707) 580,895 (27,358) 553,537

Loss for the period - - - - (9,658) (9,658) (215) (9,873) Other comprehensive income/(loss) for the period - - - 36 - 36 (423) (387) Total comprehensive income/(loss) for the period - - - 36 (9,658) (9,622) (638) (10,260) Balance at 31 March 2026 (Unaudited) 3,659,023 52,579 49,631 (2,234,595) (955,365) 571,273 (27,996) 543,277

The accompanying notes on pages 8 to 23 form an integral part of this condensed consolidated interim financial information.

6

Condensed consolidated interim statement of cash flows

(Currency - Thousands of U.A.E. Dirhams)

The accompanying notes on pages 8 to 23 form an integral part of this condensed consolidated interim financial information.

1. LEGAL STATUS AND ACTIVITIES

   SHUAA Capital PSC (the "Company" or "SHUAA") is a public shareholding company established in Dubai, United Arab Emirates, pursuant to Emiri Decree No. 6 of 25 April 1979 and in accordance with the UAE Federal Law No. 8 of 1984 concerning Commercial Companies and its amendments ("Companies Law"). The registered address of the Company is P.O. Box 31045, Dubai, United Arab Emirates. The Company's shares are traded on the Dubai Financial Market in the United Arab Emirates.

   These condensed consolidated interim financial information include the assets, liabilities and results of operations of the Group and its subsidiaries (the "Group") as disclosed in the Group's annual consolidated financial statements as at 31 December 2025.

   The company is licensed by the Capital Market Authority to conduct Investment Management, Financial Consulting and Financial Analysis, Promotion, Introduction and Issuance Management activities. The Company and its subsidiaries conduct a diversified range of investment and financial services activities with special emphasis on the Arab region in general, the UAE and GCC markets, and are actively involved in public and private capital markets in the region.

2. BASIS OF PREPARATION

   1. Basis of preparation

      These condensed consolidated interim financial information and accompanying notes for the period ended 31 March 2026 have been prepared in accordance with International Accounting Standard (IAS) 34, "Interim Financial Reporting" and comply with the applicable requirements of the laws in the U.A.E. As per the requirements of IAS 34, the condensed consolidated interim financial information does not include all the information required for full annual consolidated financial information and should be read in conjunction with the Group's annual audited consolidated financial statements as at and for the year ended 31 December 2025 which have been prepared in accordance with International Financial Reporting Standards (IFRS). These condensed consolidated interim financial information of the Group are prepared under the historical cost basis except for certain financial instruments which are measured at fair value. In addition, results for the three months ended 31 March 2026 are neither audited nor are they necessarily indicative of the results that may be expected for the full financial year ending 31 December 2026.

   2. Going concern

      The Group has achieved a loss of AED 9.8 million (31 Mar 2025: Net gain of 195 million) during the three-month period to 31 Mar 2026 which has resulted in increase in accumulated losses to an amount of AED 955 million (31 December 2025: 946 million) as at that date. The Group has incurred net gain/(losses) during the previous two years and an operating loss in the current year to date.

      Further, the Group has AED 303 million of borrowings repayable within the next twelve months from the date of approval of these condensed consolidated interim financial information, including bilateral facilities ("Term Loan") of AED 213 million due to a bank. The Group remained in close engagement with its senior lender during the period. Following the covenant waiver secured in 2024, the Group continued to advance discussions toward a comprehensive restructuring agreement. Refer to note 13.1.of borrowings and note 22 subsequent event for further details.

      During the year 2025, the Group has successfully finalised its Mandatory Convertible Bonds ("MCBs") amounting to AED

      274.4 million (equivalent to USD 74.7 million) to its existing Noteholders. These MCBs were converted into ordinary shares at AED 0.32 per share which resulted in 857.5 million of ordinary shares issued in Q1 2025. The remaining Noteholders, whose holdings total USD 75.3 million received a settlement equivalent to 20% of their principal amount, paid on 28 March 2025 (USD 15.1 million). This transaction resulted in a gain of AED 214.8 million.

      In addition, the Group raised AED 85 million through the issuance of MCBs to new investors and these MCBs were converted into ordinary shares at AED 0.32 per share resulting in 265.6 million shares issued in Q1 2025.

      In assessing the appropriateness of applying the going concern basis in the preparation of these condensed consolidated interim financial statements, the Board of Directors have considered the Group's operational profitability, liquidity and forecasted cash flows, taking into account reasonably possible outcomes over a 12-month period from the date of approval of these condensed consolidated interim financial information.

3. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP

   The accounting policies adopted in the preparation of this condensed consolidated interim financial information are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2025 except for the adoption of new standards effective as of 1 January 2026 where appropriate. The Group has not adopted any other standard, interpretation or amendment that has been issued that is not yet effective. Several amendments apply for the first time in 2026 and adopted by the Group. These amendments do not have significant impact on the condensed consolidated interim financial information of the Group and therefore further disclosures have not been made.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

   In the preparation of the Group's condensed consolidated interim financial information, management has made a number of critical estimates and judgments in a manner consistent with those described in the Group's annual consolidated financial statements for the year ended 31 December 2025.

5. SEGMENTAL INFORMATION

For internal management purposes the Group is organised into three operating segments, all of which are based on business units:

Asset Management manages real estate funds and projects, investment portfolios and funds in the regional equities, fixed income and credit markets. It also provides investment solutions to clients with a focus on alternative investment strategies.

Investment banking provides corporate finance advisory, transaction services, private placement, public offerings of equity and debt securities and structured products. It also creates market liquidity on OTC fixed income products.

Corporate manages principal investments, non-core assets, corporate developments, treasury and other shared services related to the Group.

1 January to 31 March 2026(Unaudited)

Asset Investment

Management Banking Corporate Total

At 31 March 2026 (Unaudited)

Asset Investment

Management Banking Corporate Total

1. SEGMENTAL INFORMATION (continued)

   1 January to 31 March 2025 (Unaudited)

   Asset Investment

   Management Banking Corporate Total

   Management and performance fees	17,057	-	224	17,281
   Advisory fees	-	7,346	-	7,346
   Trading and custody	-	1,039	-	1,039
   Others	-	-	11	11
   	-----	-----	-----	-----
   Total revenues	17,057	8,385	235	25,677
   	-----	-----	-----	-----
   General and administrative expenses	(15,572)	(5,464)	(2,547)	(23,583)
   Depreciation and amortisation	(1,245)	(1,148)	(25)	(2,418)
   Fee and commission expense	(1,241)	-	(238)	(1,479)
   	-----	-----	-----	-----
   Total expenses	(18,058)	(6,612)	(2,810)	(27,480)
   	-----	-----	-----	-----
   Operating (loss)/profit	(1,001)	1,773	(2,575)	(1,803)
   Finance cost	(940)	(198)	(8,700)	(9,838)
   Provision for impairment losses on financial assets	-	-	(2,991)	(2,991)
   Net interest expense	-	-	(17)	(17)
   Gain on mandatory convertible bonds	-	-	214,776	214,776
   Other (expense)/income	(1,305)	(847)	43,163	41,011
   Change in fair value gain/(loss) from financial assets at
   fair value through profit or loss (FVTPL)	-	-	(16,582)	(16,582)
   Share of loss from investments in associates	-	-	(7,066)	(7,066)
   	-----	-----	-----	-----
   Pre-tax (loss)/income	(3,246)	728	220,008	217,490
   Corporate tax income for the period	-	-	(22,466)	(22,466)
   	-----	-----	-----	-----
   Net (loss)/income	(3,246)	728	197,542	195,024
   Non-controlling interests	41	-	700	741
   	-----	-----	-----	-----
   (Loss)/profit for the period attributable to Owners	(3,205) ═══════	728 ═══════	198,242 ═══════	195,765 ═══════
   Revenue generated from external customers (fee & commission)	1,457 ═══════	208 ═══════	15,887 ═══════	17,552 ═══════

   At 31 March 2025 (Unaudited)

   Asset Investment

   Management Banking Corporate Total

   Assets	357,351	308,669	523,521	1,189,541
   	═══════	═════	═════	═════
   Liabilities	61,420 ═══════	57,622 ═════	499,639 ═════	618,681 ═════

2. OTHER INCOME

   3 months to 31

   March 2026

   3 months to 31

   March 2025

   Unaudited Unaudited

   Gain on settlement of other financial liabilities	-	37,839
   Others	2,463	3,172
   	----	----
   	2,463 ══════	41,011 ══════

3. CASH AND CASH EQUIVALENTS

   31 March 2026 31 December 2025

   Unaudited Audited

   Cash in hand	121	109
   Balances held with banks	107,546	49,995
   	---	---
   Cash and deposits with banks	107,667	50,104
   Less: Restricted deposits	(1,250)	(1,250)
   	---	---
   Cash and cash equivalents	106,417 ══════	48,854 ══════

4. RECEIVABLES AND OTHER DEBIT BALANCES

   31 March 2026 31 December 2025

   Unaudited Audited

   Trade receivables - net of loss allowance (8.1)	50,847	44,204
   Deferred tax asset	8,640	7,522
   Prepayments	6,630	5,753
   Advances and deposits	4,560	4,707
   Accrued income	2,907	7,333
   Others (8.2)	25,546	25,300
   	----	---
   	99,130 ══════	94,819 ═════
   Trade receivables and managed funds - net of loss allowance
   Trade receivables and managed funds	174,138	167,495
   Less: Loss allowance	(123,291)	(123,291)
   	----	---
   	50,847	44,204
   	═════	═════

   1. Included in trade receivables is an amount of 498 (31 December 2025: 498) due from related parties (note 17).

   2. This includes 25,300 (31 December 2025: 25,300) receivable from the disposal of a subsidiary in 2022.

5. LOANS, ADVANCES AND FINANCE LEASES

   During the three-month period ended 31 March 2026, no charge (three-month period ended 31 March 2025: Nil) was made against expected credit losses on loans given by the Group.

   As at 31 March 2026, the underlying collateral for loans, advances and finance leases were valued at nil (31 December 2025: 44,000).

6. INVESTMENTS IN ASSOCIATES

31 March 2026 31 December 2025

Unaudited Audited

Net book value at 31 March 2026 (Unaudited)

Net book value at 31 December 2025 (Audited)

During the three months period to 31 March 2026 the Group did not identify any significant changes in the estimation, assumptions (excluding cashflows of cash generating units) or the sensitivities used for the impairment assessment performed at 31 December 2025 and which were disclosed in the financial statements for the year ended 31 December 2025.

Notes to the condensed consolidated interim financial information for the three months ended 31 March 2026

(Currency - Thousands of U.A.E. Dirhams)

1. PAYABLES AND OTHER CREDIT BALANCES

   31 March 2026 31 December 2025

   Unaudited Audited

   Payable to clients	3,227	3,232
   Deferred tax liability	40,854	40,854
   FVTPL liabilities (Note 18.1)	27,471	3,055
   Accruals	22,155	20,963
   Payables against acquisition	11,391	11,391
   Customer deposits	9,208	9,208
   Corporate tax payable	8,226	8,226
   Lease liabilities	6,556	8,462
   End of service benefits	6,359	6,851
   Deferred revenue	1,161	2,078
   Provisions	374	374
   Other payables*	49,254	43,147
   	----	---
   	186,236 ═════	157,841 ══════
   * Other payables mainly comprise of amount due to suppliers.

   The maturity profile of payables and other credit balances at the end of the reporting period is as follows:

   	31 March 2026 Unaudited	31 December 2025 Audited
   Repayable within twelve months	131,307	99,596
   Repayable after twelve months	54,929	58,245
   	-----	-----
   	186,236	157,841
   	═══════	═══════
   13. BORROWINGS
   	31 March 2026	31 December 2025
   Secured	Unaudited	Audited
   Due to banks (Note 13.1)	213,015	212,585
   Due to other financial institutions (Note 13.2)	33,768	33,464
   Others	56,597	56,066
   	----	----
   	303,380	302,115
   	----	----
   Unsecured
   Bonds and Sukuk payable (Note 13.3)	18,730	18,354
   	----	----
   	18,730	18,354
   	----	----
   	322,110 ══════	320,469 ══════

   1. The interest accrued, amounting to AED 0.35 million, on the above mentioned borrowings (due to the bank) has been calculated based on the terms outlined in a revised term sheet that is currently under advanced discussion with the lending bank. Management of the Group expects that the revised terms will be finalized before the end of the second quarter of 2026. Accordingly, interest amounting to AED 4.30 million as at March 31, 2026, has not been accrued in accordance with the terms of the existing facility agreement dated 9 August 2018 (as amended, restated, or supplemented from time to time, most recently on 4 July 2021). Management of the Group believes that applying the revised terms effectively reflects the expected outcome of the ongoing negotiations with the lending bank. Refer note 22 subsequent events.

   2. These include borrowings amounting to 33,768 (31 December 2025: 33,464) due to related parties (Note 17) with an interest rate of 8% p.a. (2025: 8% p.a.).

   3. Finance cost includes interest of 453 for the reviewed period (31 Mar 2025: 457) on the Sukuk payable.

2. BORROWINGS (continued)

The maturity profile of borrowings at the end of the reporting period is as follows:

Authorised, issued and fully paid share capital comprises 3,659,022,945 shares (31 December 2025: 3,659,022,945 shares) of AED 1 (31 December 2025: AED 1 per share). Each share carries one vote and the right to receive dividends.

In Q1 2025, the Group successfully finalized the conversion of Mandatory Convertible Bonds ("MCBs") totalling AED 274.4 million (equivalent to USD 74.7 million) held by existing Noteholders. These MCBs were converted into 857.5 million ordinary shares at a conversion price of AED 0.32 per share.

Additionally, the Group raised AED 85 million through the issuance of MCBs to new investors, which were converted into

265.6 million ordinary shares at AED 0.32 per share in Q1 2025.

As a result of these transactions, the Group issued a total of 1,123 million ordinary shares in Q1 2025. The par value of each share is AED 1. The difference between the issue price and the par value amounted to AED 0.68 per share (AED 763.8 million in total), has been recorded as a negative share premium reserve (Note 15).

15.1 Merger reserve represents the excess value of the consideration paid by the legal acquirer (SHUAA) over the nominal value of the pre-merger share capital of the legal acquiree (ADFG).

1. EARNINGS / (LOSS) PER SHARE

   Basic earnings per share has been computed by dividing the net profit attributable to the Owners with the weighted average number of ordinary shares outstanding.

   	3 months to 31	3 months to
   	March 2026	31 March 2025
   	Unaudited	Unaudited
   (Loss) / profit attributable to the Owners	(9,658)	195,765
   	---	---
   Weighted average number of ordinary shares	3,659,023	3,659,023
   	---	---
   (Losses) / earnings per share	(0.003) ════	0.05 ════

   Diluted earnings per share as of 31 March 2026 and 31 March 2025 are equivalent to basic earnings per share.

2. RELATED PARTY TRANSACTIONS AND BALANCES

   The Group enters into transactions with companies and entities that fall within the definition of a related party. Related parties represent significant shareholders, directors and key management personnel of the Group, their close family members and entities controlled, jointly controlled or significantly influenced by such parties.

   The Group conducts its transactions with related parties on arm's length terms, with any exceptions to be specifically approved by the Board. In all cases, transactions with related parties are required to be conducted in compliance with all relevant laws and regulations. Where a Board member has an actual or perceived conflict of interest over an issue to be considered by the Board, the interested member may not vote on any relevant resolutions and can also be asked by the Chairman not to participate in the relevant Board discussions.

   The nature of significant related party transactions and the amounts due to/from related parties were as follows:

   	31 March	31 December
   	2026	2025
   	Unaudited	Audited
   Receivables and other debit balances
   Associates	498 ═════	498 ═════
   Borrowings
   Associates	33,768 ═════	33,464 ═════
   Other financial liabilities
   Associates	14,041 ═════	14,041 ═════
   Other related parties	31,128 ═════	31,128 ═════

3. FINANCIAL INSTRUMENTS

   1. Fair value of financial instruments

Fair value measurement of financial assets at FVTPL and FVTOCI

Fair values for the Group's financial assets at FVTPL and FVTOCI (level 3) are measured using market or income approaches.

Considerable judgment may be required in developing estimates of fair value, particularly for financial instruments classified as Level 3 in the fair value hierarchy as such estimates incorporate market unobservable inputs that require management to use its own assumptions.

The uncertainty in those assumptions have been incorporated into the Group's valuations of Level 3 financial instruments primarily through updated cash flows and discount rates, as applicable. Additional volatility in the fair values of Level 3 financial instruments may arise in future periods if actual results differ materially from the Group's estimates.

The Group's valuation techniques for Level 3 financial instruments remained unchanged during the three months ended 31 March 2026

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

• Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

• Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

1. FINANCIAL INSTRUMENTS (continued)

   1. Fair value of financial instruments (continued)

The following table shows an analysis of financial assets and liabilities recorded at fair value by level of the fair value hierarchy:

Financial Assets

FVTPL

31 March 2026 (Unaudited)

Level 1 Level 2 Level 3 Total

31 December 2025 (Audited)

Level 1 Level 2 Level 3 Total