CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim financial information for the six months ended 30 June 2025 Content PagesReview 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 - 22
Ref: BN/B3171/August 2025
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 June 30, 2025, 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 six 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.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, "Interim Financial Reporting" as issued by IASB.
Emphasis of Matter
Without modifying our conclusion, we draw attention to Note 22 to the condensed consolidated interim financial information, where the investment in associates for the year ended 31 December, 2024 was restated by AED 25.9 million subsequent to the restatement of its associate's financials. As a result the investment in associates is carried at AED 378.2 million (31 December 2024 (restated): 368.5 million), which includes an investment in Eshraq Investments PJSC of AED 378 million (31 December 2024 (restated): 368.2 million).
These restated amounts were not reflected in the condensed consolidated interim financial information as at 31 March 2025, for which we expressed a unmodified review conclusion.
Further, we draw attention to Note 2.2 to the condensed consolidated interim financial information, which indicates that the Group recorded a gain of AED 217 million during the six months ended June 30, 2025 but had accumulated losses of AED 888 million as at that date. The note also states that the Group breached a covenant on a bilateral loan facility, resulting in a long-term loan of AED 208 million being reclassified as a current liability as at June 30, 2025.
1
Registered as Crowe Mak with the Department of Economic Development, Dubai (#101627) as a Civil Company
ãƸſz_ž ã2,_ƪ_2 (ȈȇȈ1rv ) ǠŮ- ,ãƁ-ın_Ƅ_9ǽȚ ã_Ƹ_q_ƶ_Ƅ_rȚ õ,_ǣȚ- ȷz_r ȱı_ž 9,_2 Ǜ_mıŮ ãn_Ɔ_m_ž
Report on review of the condensed consolidated interim financial information (continued) Emphasis of Matter (continued)
Additionally, as disclosed in Note 2.2, the Group undertook significant capital restructuring during the first quarter of 2025 through the conversion and issuance of Mandatory Convertible Bonds (MCBs) bonds totalling AED 274.4 million were converted into equity. New MCBs amounting to AED 85 million were issued for cash, and existing bonds with a face value of AED 276.5 million were settled at a substantial discount via a cash payment of AED 55.5 million. Consequently, the Group issued approximately 1,123 million new shares in the first quarter of 2025. Our conclusion is not modified in respect of this matter.
7
For, Crowe Mak
Basil Naser Partner
07
Registered Auditor Number: 55 Dubai, United Arab Emirates 14 August 2025
2
SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of profit or loss for the three and six months ended 30 June 2025 (unaudited)(Currency - Thousands of U.A.E. Dirhams)
Revenues | 3 months to | 3 months to | 6 months to | 6 months to | ||
30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | |||
Unaudited | Unaudited | Unaudited | Unaudited | |||
Notes | ||||||
Management and performance fees | 12,585 | 19,178 | 29,866 | 44,223 | ||
Advisory fees | 9,527 | - | 16,873 | 386 | ||
Trading and custody | 1,173 | 550 | 2,212 | 4,976 | ||
Others | 10 | 198 | 21 | 526 | ||
Total Revenues | 23,295 | 19,926 | 48,972 | 50,111 | ||
-------------- | -------------- | -------------- | -------------- | |||
Expenses | ||||||
General and administrative expenses | (18,504) | (24,378) | (42,087) | (48,311) | ||
Depreciation and amortisation | (2,373) | (2,529) | (4,791) | (5,044) | ||
Fee and commission expense | (808) | (1,035) | (2,287) | (2,060) | ||
Total expenses | (21,685) | (27,942) | (49,165) | (55,415) | ||
Operating profit/(loss) | 1,610 | (8,016) | (193) | (5,304) | ||
Finance cost | (7,564) | (22,745) | (17,402) | (35,825) | ||
Net foreign exchange (loss)/gain | - | (818) | - | 1,538 | ||
Reversal/(provision) for impairment losses on financial assets | 1,945 | (1,732) | (1,046) | (3,489) | ||
Net Interest income | 120 | 240 | 103 | 481 | ||
Gain on mandatory convertible bonds | 2.2 | - | - | 214,776 | - | |
Other Income | 6 | 11,223 | 2,237 | 52,234 | 9,601 | |
Change in fair value loss from financial assets at fair value | ||||||
through profit or loss (FVTPL) | (1,703) | (1,039) | (18,285) | (32,614) | ||
Share of net profit/(loss) of investments in associates accounted | ||||||
for using the equity method | 16,820 | 991 | 9,754 | (61,213) | ||
Profit/(loss) before corporate tax | 22,451 | (30,882) | 239,941 | (126,825) | ||
Corporate tax (expense)/income for the period | (350) | - | (22,816) | 1,213 | ||
Net profit/(loss) for the period after corporate tax | 22,101 | (30,882) | 217,125 | (125,612) | ||
Attributable to: | ||||||
Owners of the Parent | 18,655 | (29,480) | 214,419 | (116,677) | ||
Non-controlling interests | 3,446 | (1,402) | 2,706 | (8,935) | ||
22,101 ======= | (30,882) ======= | 217,125 ======= | (125,612) ======= | |||
Earnings per share attributable to Owners (in AED) | 16 | 0.01 ======= | (0.01) ======= | 0.06 ======= | (0.05) ======= |
The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information
3