Valmore HoldingEGX: VLMR

Standalone Financials 4Q25

· Issued by Valmore Holding

Translated from Arabic

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Separate Financial Statements

For the financial year ended at December 31, 2025 and independent auditor's report

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company" (An Egyptian Joint Stock Co.)

Separate Financial Statements

Financial year ended at December 31, 2025

Translated

Contents

Page

Independent auditor's report

1-2

Separate statement of financial position

3

Separate statement of profit or loss

4

Separate statement of comprehensive income

5

Separate statement of changes in equity

6

Separate statement of cash flows

7

Notes to the separate financial statements

8 - 44



ALLIED FOR ACCOUNTING & AUDITING

P.O. Box 20, Katameya Podium 1, Building No. P4 Cairo Festival City

New Cairo, Arab Republic of Egypt

Tel: +202 2726 0260

Fax: +202 2726 0100

cairo.office@eg.ey.com https://www.ey.com

Translation of Auditor's report Originally issued in Arabic

AUDITOR'S REPORT TO THE SHAREHOLDERS OF

VALMORE HOLDING (S.A.E) (FORMERLY KNOWN AS EGYPT KUWAIT HOLDING) ON THE AUDIT OF THE SEPARATE FINANCIAL STATEMENTS

Introduction

We have audited the accompanying separate financial statements of Valmore Holding - S.A.E -(Formerly known as Egypt Kuwait Holding) ("the Company"), represented in the separate statement of financial position as at 31 December 2025, and the related separate statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory 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 preparing and presenting the financial statements fairly and clearly in accordance with Egyptian Accounting Standards and applicable Egyptian Laws. Management's responsibility includes designing, implementing, and maintaining internal control relevant to the preparation and presentation of 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. We conducted our audit in accordance with Egyptian Standards on Auditing and applicable Egyptian laws .Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's professional judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are reasonable in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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



Translation of Auditor's report Originally issued in Arabic

AUDITOR'S REPORT TO THE SHAREHOLDERS OF

VALMORE HOLDING (S.A.E) (FORMERLY KNOWN AS EGYPT KUWAIT HOLDING) ON THE AUDIT OF THE SEPARATE FINANCIAL STATEMENTS (Continued)

Opinion

In our opinion, the separate financial statements referred to above, give a true and fair view, in all material respects, of the separate financial position of the Company as at 31 December 2025, and of its separate financial performance and its separate cash flows for the year then ended in accordance with Egyptian Accounting Standards and the related applicable Egyptian laws and regulations.

Emphasis of a matter

Without qualifying our opinion, we draw attention to note (14), in the accompanying financial statements. The Company has investments in subsidiaries and prepares consolidated financial statements as at 31 December 2025 in accordance with Egyptian Accounting standards and the related applicable Egyptian laws and regulations, for a better understanding of the Group's consolidated financial position as at 31 December 2025 and its consolidated financial performance and its cash flows for the year's end then ended, the matter necessitates reference to the consolidated financial statements.

Report on Other Legal and Regulatory Requirements

The Company maintains proper accounting records that comply with the laws and The Company's articles of association and the separate financial statements agree with The Company's records.

The financial information included in the Board of Directors' Report, prepared in accordance with Law No. 159 of 1981 and its executive regulation, is in agreement with the books of The Company insofar as such information is recorded their in.

Auditor

Ashraf Mohamed Ismail

FESAA FEST (RAA 9380)

(EFSA 102)

Cairo: 1 March 2026



Yalrnore Holding

"Formerly known os Egypt Kuwait Holding Compsny•

(An Egygtlan Joiot Stoek Company)

Separate statement of £naneieT position as et December 3t, 2025

Trowloted from Arabie

AJI amounts are greseoted in US Dollars

f''1ote No.



3t-M-2024

Assets

Non-current assets

Invesimepls in subsidiaries

(i4)

94 1 981 342

13338280

Equity - accounted investees (asso rate companies)

( IS)

29 865 557

%747%7

Investments aI fair vaiue ttirougfi other comprehensive income

( I 6)

1 450

1904388

Fixed assets and projecIs under construction

( I 7)

16 877 38 I

l42L29

Total non-current assets

988 325 330

I 7d7##7

CuweesI ossets

Czsh and cash equivalents

( 18)

8 387 068

4 574 906

Investments at tair value through profit or loss

369 173

Due from subsidiaries, associates & related parties



332 0d8 358

75 074 8l6

Other current assets

t I9)

2 621 226

3 451 813

Total current assets

343 056 652

83 470 '708

T0taI assets

I 33t 782 382

1 460 228 5t 5

Cqulw and IIablities

zquiW'

Capital

(20)

295 807 387

281 721 321

Legal reserve

(2 I )

140 860 661

137 960 942

Fair value reserve

(22)

499

488 050

Retained earnings

106 338 03I

i l5 864 7I5

Treasury shares

(23)

1 6 593 759)

( 7 880 436)

Total Equity

5$b 412 819

538 t 54 592

hon-eurrent liabilities

Loans and bank Facilities

(24)

304 385 874

219 602 503

Notes payable and other creditors

(25)

I I 7d 930

1 639 225

Total non-curren I liabilities

305 562 804

221 241 728

Current liabilities

Loans and bank facilities

(24]

I87 l24 l28

160 169 222

Due to subsidiaries, associates & related parties

(2-27)

285 308 362

536 936 019

Notes payable and other creditors

(25)

3 206 354

5 I08 993



Provisions

t26)

14 267 915

8 617 96 1







795 369 563

932 073 923

1 33t 782 382

1 460 228 EU

"Tbe aecomganying notes are en integreT pgrt oF t6e separate flaaneiaT statements and to be read

therewith.

Group Cnlef Flnanclal Officer Medhot Hsmed Tonyn

*Independent AuHitpr's Report "attached "

Managing Director

Jon RoLL

Vatmore

C.R 114048 '

DINQ





•3•

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Separate statement of income for the financial year ended December 31, 2025

Translated from Arabic

All amounts are presented in US Dollars

Note No.

2025

2024

Operating Revenues

Income from investments in subsidiaries

(5)

285 420 195

126 848 188

Income from investments in associates

(6)

270 348

364 049

Income from financial investments at fair value through profit or loss

-

23 060

Income from financial investments at fair value through other comprehensive income

-

118 882

Change in fair value of financial investments at fair value through profit or loss

-

8 620

Income from financial assets at amortized cost

-

661 173

Income from selling investments in subsidiaries

(7)

46 382 007

-

Income from selling financial assets at fair value through profit or loss

194 908

-

Total

332 267 458

128 023 972

General and administrative expenses

(8)

( 10 456 134)

( 15 581 268)

Board members remunerations

( 47 000)

( 47 000)

Fixed assets' depreciation

(17)

( 433 165)

( 514 697)

Expected credit Loss ( Reversal )

(9)

34 447 030

( 6 228 078)

Other revenues

(10)

10 567 213

9 833 869

Other expenses

(11)

(258 607 985)

( 178 186)

Gain on sale of fixed assets

3 041

311 846

Total operating profit

107 740 458

115 620 458

Finance income

1 076 994

461 253

Finance costs

( 11 881 021)

( 43 677 490)

Foreign currency translation differences

( 40 089 287)

33 103 314

Net profit before income tax

56 847 144

105 507 535

Income tax

(12)

-

-

Net profit for the year

56 847 144

105 507 535

Basic / diluted earnings per share (US cent / Share)

(13)

3.88

8.02

* The accompanying notes are an integral part of the separate financial statements and to be read therewith.

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Separate statement of comprehensive income for the financial year ended December 31, 2025

Translated from Arabic

All amounts are presented in US Dollars

Note No.

2025

2024

Net profit for the year

Other comprehensive items

56 847 144

105 507 535

Items may be reclassified in the separate income statement

Investments at fair value through other comprehensive income

1 005 103

45 056

Total other comprehensive income for the year after deducting tax

1 005 103

45 056

Total comprehensive income for the year

57 852 247

105 552 591

* The accompanying notes are an integral part of the separate financial statements and to be read therewith.

Valmore Holding Translated from Arabic

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Separate statement of changes in equity for the financial year ended December 31, 2025

All amounts are presented in US Dollars

Issued & paid up

Legal

Fair value

Retained

Treasury

Description

capital

reserve

reserve

earnings

shares

Total

Balance as of January 1, 2024

281 721 321

133 896 975

442 994

90 451 740

( 3 349 840)

503 163 190

Comprehensive income

Net profit for the year

-

-

-

105 507 535

-

105 507 535

Other comprehensive income for the year

-

-

45 056

-

-

45 056

Total comprehensive income for the year

-

-

45 056

105 507 535

-

105 552 591

Transactions with shareholders

Transferred to legal reserve

-

4 063 967

-

( 4 063 967)

-

-

Employees' dividends

-

-

-

( 1 064 287)

-

( 1 064 287)

Shareholders' dividends

-

-

-

( 67 592 622)

-

( 67 592 622)

Board members' remunerations

-

-

-

( 7 123 742)

-

( 7 123 742)

Purchase of treasury shares

-

-

-

-

( 14 510 318)

( 14 510 318)

Sale of treasury shares

( 249 942)

9 979 722

9 729 780

Total transactions with shareholders

-

4 063 967

-

(80 094 560)

(4 530 596)

(80 561 189)

Balance as of December 31, 2024

281 721 321

137 960 942

488 050

115 864 715

( 7 880 436)

528 154 592

Balance as of January 1, 2025

281 721 321

137 960 942

488 050

115 864 715

( 7 880 436)

528 154 592

Comprehensive income

Net profit for the year

-

-

-

56 847 144

-

56 847 144

Other comprehensive income for the year

-

-

( 487 551)

1 492 654

-

1 005 103

Total comprehensive income for the year

-

-

( 487 551)

58 339 798

-

57 852 247

Transactions with shareholders

Capital

14 086 066

-

-

( 14 086 066)

-

-

Transferred to legal reserve

-

2 899 719

-

( 2 899 719)

-

-

Employees' dividends

-

-

-

( 2 415 402)

-

( 2 415 402)

Shareholders' dividends

-

-

-

( 39 117 121)

- (

39 117 121)

Board members' remunerations

-

-

-

( 8 500 000)

-

( 8 500 000)

Purchase of treasury shares

-

-

-

-

( 7 353 615)

( 7 353 615)

Sale of treasury shares

-

-

-

( 848 174)

8 640 292

7 792 118

Total transactions with shareholders

14 086 066

2 899 719

-

(67 866 482)

1 286 677

(49 594 020)

Balance as of December 31, 2024

295 807 387

140 860 661

499

106 338 031

( 6 593 759)

536 412 819

* The accompanying notes are an integral part of the separate financial statements and to be read therewith.

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Separate statement of cash flows for the financial year ended December 31, 2025

Translated from Arabic

All amounts are presented in US Dollars

Note No.

2025

2024

Cash flows from operating activities

Net profit for the year before income tax

56 847 144

105 507 535

Adjustments for:

Fixed assets' depreciation

(16)

433 165

514 697

Income from investments in subsidiaries

(5)

(285 420 195)

(126 848 188)

Income from investments in associates

(6)

( 270 348)

( 364 049)

Income from investments at fair value through other comprehensive income

-

( 118 882)

Income from investments at fair value through profit or loss

-

( 23 060)

Changes in fair value of investments at fair value through profit or loss

-

( 8 620)

Income from financial investments at amortized cost

-

( 661 173)

Income from sale of investments at fair value through profit or loss

( 194 908)

-

Income from sale of investments in subsidiaries

(46 382 007)

-

Gain on sale of fixed assets

( 3 041)

( 311 846)

Gain on sale of fixed assets

6 308 140

(32 641 065)

Imparment losses inSubsidiaries

250 958 031

-

Reversal of impairment losses for investments accounted for in equity method (associate companies)

(3 117 720)

(9 833 869)

Expected credit Loss ( Reversal )

(32 449 000)

( 113 492)

Finance income

40 089 287

43 677 490

Finance costs

(1 076 994)

( 461 253)

(14 278 446)

(21 685 775)

Change in:

Other current assets

( 347 517)

2 907 438

Financial investments at fair value through profit or loss

564 081

-

Due from subsidiaries, associates & related parties

(135 230 808)

(408 923 480)

Due to subsidiaries, associates & related parties

(251 727 657)

481 691 750

Notes payable and other creditors

(2 364 934)

(1 115 416)

Provisions

5 649 954

108 892

Cash provided (used in) from operating activities

(397 735 327)

52 983 409

Cash flows from investing activities

Collected credit interest

1 076 994

461 253

Payments for acquisition of fixed assets and projects under construction

(3 033 017)

( 354 057)

Proceeds from the sale of fixed assets

3 041

386 073

proceeds from financial investments at amortized cost

-

6 055 503

Proceeds from financial investments at fair value through other comprehensive income

35 357 041

118 882

Payments for the acquisition of investments in subsidiaries

(1 477 224)

( 713 671)

Proceeds from the sale of investments in subsidiaries

(7)

67 005 177

-

Dividends collected from investments in subsidiaries

286 597 953

19 318 965

Dividends collected from sale of investments at fair value through profit or loss

-

23 060

Dividends collected from investments in associates

270 348

345 847

Net cash provided from investing activities

385 800 314

25 641 855

Cash flows from financing activities

Payments of loans & facilities

(280 642 696)

(229 445 682)

Proceeds from loans & facilities

345 983 891

224 371 243

Payments for purchasing treasury shares

(7 353 615)

(14 510 318)

Proceeds from sale of treasury shares

7 792 118

9 729 780

Dividends payments

(50 032 523)

(74 716 364)

Net cash from (used in) financing activities

15 747 175

(84 571 341)

Net change in cash and cash equivalents during the year

3 812 162

(5 946 077)

Cash and cash equivalents at beginning of the year

4 901 945

10 848 022

Cash and cash equivalents at end of the year

(18)

8 714 107

4 901 945

* The accompanying notes are an integral part of the separate financial statements and to be read therewith.

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company

"(An Egyptian Joint Stock Company ) Translated from Arabic

Notes to the separate Financial Statements for the financial year ended December 31, 2025 All amounts are presented in US Dollars unless otherwise indicated

  1. Background and activities

    • Valmore Holding Co. "formerly known as - Egypt Kuwait Holding Company "(The Company) was incorporated by virtue of the Chairman of General Investment Authority's resolution No. 197 of 1997, according to the provisions of Investment Law No. 230 of 1989 and according to Law No. 72 of 2017, concerning Investment Incentives & Guarantees and Law No. 95 of 1992 concerning Capital Market. The Company was registered in Giza Governorate Commercial Registry under No. 114 648 on 20/7/1997. The duration of the Company according to the Company's Statute, is 25 years starting from the date of registration in the Commercial Registry.

    • On 6 November 2025, the company's commercial register was annotated to reflect a change in the company's name, whereby the company's name was amended to "Valmore Holding" instead of its former name, "Egypt Kuwait Holding Company."

    • On March 31, 2022, the General Assembly of the shareholders of the Holding Company approved to extend the duration of the Company for additional 25 years.

    • The parent company is listed on the official schedule of the stock exchange in the Arab Republic of Egypt and the State of Kuwait.

    • The registered office of the Company is located at 14 Hassan Mohamed El Razaz St.-Dokki- Egypt. Mr. Loay Jassim Al-Kharafi is the Chairman of the Company.

  2. Basis of preparation of separate financial statements

    • The separate financial statements have been prepared in accordance with Egyptian accounting standards and in compliance with Egyptian Laws.

    • The separate financial statements were authorized for issuance by the Board of Directors of the Company on March 1, 2026.

    • The details of the most important accounting policies of the company are included in Note No. 30.

  3. Functional and presentation currency

    • The separate financial statements are presented in USD which is the Company's functional currency.

  4. Basis of measurement and assumptions

  • The preparation of separate financial statements in conformity with the Egyptian Accounting Standards requires management to make judgment, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and disclose about contingent liabilities on each reporting date. However, uncertainty about these assumptions and estimates may lead to results that would require a material adjustment to the carrying amount of the related asset or liability in the future.

  • The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis of making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

    A- Judgments

    Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following notes:

    • Note No. 31-2 - revenue recognition: revenue is recognized as detailed in the accounting policies applied.

    • Note No. 31-8 - equity-accounted investees (associates Companies): whether the company has significant influence over an investee.

B- Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties on December 31, 2025, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

  • Note No. 31-2 - revenue recognition: estimation of expected revenues.

  • Note No. 31-13 - measurement of ECL for cash at banks, due from related parties, debtors and other debit balances.

  • Note No. 31-14 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources.

C- Measurement of fair value

  • A certain number of the Co.'s accounting policies and disclosures require measurement of fair values,

    for both financial and non-financial assets and liabilities.

  • The Company has established control framework with respect to measurement fair of values. This includes the presence of valuation team that has overall responsibility for reviewing all fair values including fair value up to level (3), and a report of those values and methods of measuring is being issued directly to the CFO.

  • Valuation team regularly reviews important non-observable inputs and evaluation adjustments.

  • If third party information is used to measure fair values, such as broker quotations or pricing services, the valuation team evaluates the evidence obtained from third parties to support the conclusion that such valuations meet the requirements of accounting standards, including the level in the fair value hierarchy in which the valuations should be classified.

  • Material valuation issues are reported to the Company's Audit Committee.

  • Accreditation is measured in the fair value of assets and liabilities mainly on available market data, and the data that is relied upon in the evaluation is classified according to the following hierarchy:

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

    • Level 2: inputs of the quoted prices included in level (1) that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

    • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

  • If the inputs used to measure the fair value of an asset or liability are located at different levels in the fair value hierarchy, the entire fair value measurement will be classified at the same level as the lowest level of the material input for the entire measurement.

  • The Company recognizes transfers between levels of the fair value hierarchy at the end of the financial period during which the change has occurred.

5- Income from investments in subsidiaries

2025

2024

Bawabet Al Kuwait Holding Co.

21 687 726

105 513 015

Alexandria for Fertilizers

11 220 753

18 695 826

International Financial Investments Co.

250 000 000

-

Delta Insurance

2 506 402

2 638 859

Fayoum Gas

-

218

National Gas "Natgas"

5 314

270

285 420 195

126 848 188

  1. Income from investments in associates

    2025

    2024

    270 348

    364 049

    270 348

    364 049

    EL - Mohandas Insurance Co.

  2. Income from selling investments in subsidiaries

    On 22 October 2025, the Company's Board of Directors unanimously approved the sale of the Company's entire shareholding in Delta Insurance Company at the price offered under the mandatory tender offer submitted by Wafa Insurance Company, amounting to EGP 40 (forty Egyptian pounds) per share, for a total consideration of EGP 3.169 billion (equivalent to USD 67,005,177). The transaction was completed on 30 October 2025, resulting in a gain of USD 46,382,007.

    2025

    2024

    2 091 187

    1 310 879

    1 074 577

    1 721 238

    1 202 729

    1 094 764

    1 929 628

    5 631 186

    337 569

    253 959

    213 305

    -

    172 666

    267 390

    130 036

    90 935

    321 708

    114 701

    120 482

    209 989

    270 792

    283 461

    614 778

    1 834 765

    1 436 504

    2 019 777

    540 173

    748 224

    10 456 134

    15 581 268

  3. General and administrative expenses

Salaries

Professional & consultants fees Subscriptions

Governmental fees

Travel, accommodations & transportations Project studies

Social solidarity contributions Gifts

Rent and utilities

Maintenance, cleaning, and security Insurance

Training

Withholding tax on dividend distributions Others

9- Expected credit reverse ( loss )

Note

2025

2024

Other financial assets at amortized cost (16)

32 449 000

(81 955)

Due from related parties (27)

1 998 030

6 341 570

Cash & cash equivalents

-

(31 537)

34 447 030

(6 228 078)

10- Other Revenues

2025

2024

Reversal of impairment losses for investments accounted

3 117 720

9 833 869

for in equity method (associate companies)

Waived payables

3 149 100

-

Reversal of accrued Training and Qualification Fund

2 288 683

-

expense

Provisions no longer required

2 000 000

-

Other revenues

11 710

-

10 567 213

9 833 869

  1. Other expenses

    2025 2024

    Impairment losses 250 958 033 -

    Provisions formed during the year 7 649 954 178 186

    258 607 987 178 186

  2. Income tax

    2025

    2024

    Current income tax expense

    -

    -

    Deferred income tax benefit

    -

    -

    -

    -

    Adjustments to calculate effective tax rate

    2025

    2024

    Net accounting profit before income tax

    56 847 144

    105 507 535

    22.5%

    22.5 %

    12 790 607

    23 739 195

    372 707

    (818 880)

    (65 057 625)

    (22 920 315)

    Tax rate

    Expected income tax on accounting profit

    Impact of provisions

    49 284 728

    -

    Depreciation effect

    (63 648)

    -

    Effect of foreign exchange differences

    2 673 231

    -

    Tax according to separate income statement

    -

    -

    Effective tax rate

    -

    -

    Expenses not applicable to tax deduction Tax exemptions

  3. Basic / diluted earnings per share

    The calculation of basic / diluted earnings per share on December 31, 2025, was based on the profit attributable to shareholders and weighted average number of outstanding shares as follows:

    Net profit for the year

    2025

    56 847 144

    2024

    105 507 535

    Employees share in profit- estimated / Approved Board member's remuneration share in profit-estimated / Approved

    Shareholders' share in profit for the year

    Weighted average number of outstanding shares at the year end

    Basic / diluted earnings per share (US cent / Share)

    (3 180 174)

    (8 059 119)

    45 607 851

    1 174 962 770

    3.88

    (2 415 402)

    (8 500 000)

    94 592 133

    1 179 817 193

    8.02

    Weighted average number of outstanding shares is calculated as follows:

    2025

    2024

    The number of outstanding shares at the beginning of the

    1 117 642 474

    1 122 887 407

    year

    Effect of Bonus Share Issue (Note 20 - Issued and Paid-up

    56 344 264

    56 344 264

    Capital)

    Weighted average of treasury shares sold during the year

    3 682 090

    8 135 657

    Weighted average of treasury shares purchased during the

    (2 706 058)

    (7 550 135)

    year

    Weighted average of outstanding shares at year end

    1 174 962 770

    1 179 817 193

    Valmore Holding Translated from Arabic

    "Formerly known as Egypt Kuwait Holding Company"

    (An Egyptian Joint Stock Company)

    Notes to the separate financial statements for the financial year ended December 31, 2025 (Cont.) All amounts are presented in US Dollars

  4. Investments in subsidiaries

The balance is represented in the book value of company's share in subsidiaries' capital as follows:

Description

Legal form

Capital

contribution

%

Paid contribution %

Book Value

as of

31/12/2025

Book Value

as of 31/12/2024

Globe telecom

S.A.E

99,93

100

871 483

871 483

Globe Fiber for Communications and

S.A.E

44,9

10

119 098

119 098

Information

S.A.E under

379 962 000

379 962 000

International Financial Investments Co.

private free zone

99,99

100

system

Bawabet Al Kuwait Holding Co. (a)

K.S.C.

94.67

100

290 529 930

290 529 930

Delta Insurance

S.A.E

63.39

100

-

20 623 170

Globe for Communications & Information technology

S.A.E

99

25

435 039

435 039

ECO for Industrial Developments

S.A.E

99

25

837 091

837 091

VHN Co.

Limited liability Co. at Netherlands

100

100

363 126 114

484 868 848

MAT For Trading Co.

S.A.E

99

100

27 903

27 903

Alexandria for Fertilizers Co. * (a)

S.A.E

18.6958

100

51 851 401

51 851 401

National Gas co. " NATGAS" *(a)

S.A.E

0,008

100

8 756

8 756

Sprea Misr for Chemicals and Plastics *

S.A.E

0,022

100

25 990

25 990

National Co. for Electricity Technology

*(a)

S.A.E

0,0072

100

6 530

6 530

Fayoum Gas Company *

S.A.E

0,3

100

34 175

34 175

Henosis for Constructions and Real State Development *

S.A.E

5,4

53,33

97 407

97 407

Egyptian Company for Petrochemicals *

S.A.E

0,4

100

13 416

13 416

Asprea for Petrochemicals *

S.A.E

0,000667

100

106

106

Kahraba Future Co.*

S.A.E

0,002

25

16

16

Gas Technology Co. "Go Gas" *

S.A.E

0,01

25

15 895

15 895

Bedayty for Microfinancing Co. *

S.A.E

25,002

100

2 414 434

2 414 434

Bedayty for Consumer finance Co. *

S.A.E

49,996

25

2 549 985

1 059 687

MEGA ME For trading Co.

S.A.E

95

100

120 942

120 942

OGI Capital Limited

S.A

100

100

100 000 000

100 000 000

Egyptian Kuwaiti Advanced Company for Operation and Maintenance

S.S.C

100

100

26 655

39 729

1193 074 366 1333 963 046

Impairment losses ( 251 093 024) ( 134 993)

941 981 342 1333 828 053

* The Company indirectly owns over 50% of these companies' shares through some of its subsidiaries (all these investments under common control).

(a) All shares are pledged to a bank against bank loans granted to the company in US Dollars.

Valmore Holding Translated from Arabic

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Notes to the separate financial statements for the financial year ended December 31, 2025 (Cont.) All amounts are presented in US Dollars

14- (continue)Investments in subsidiaries

(**)The impairment loss balance as follows:

Balance as of

Formed during

Balance as of

31/12/2024

the year

31/12/2025

Globe Fiber for Communications and Information

( 119 098)

-

( 119 098)

Gas Technology Co. "Go Gas" *

( 15 895)

-

( 15 895)

International Financial Investments Co.

-

(250 000 000)

(250 000 000)

ECO for Industrial Developments

-

( 837 091)

( 837 091)

MEGA ME For trading Co.

-

( 120 940)

( 120 940)

( 134 993)

(250 958 031)

(251 093 024)

15- Investments in associates

Ownership %

31/12/2025

31/12/2024

Investments listed in stock exchange

El Mohandas Insurance Co.

24.99

16 913 968

16 913 968

Investments not listed in stock exchange

Egyptian for Oil Tankers Co.

30

15 000 000

15 000 000

Building Materials Industries Co.

15.07

18 891 771

18 891 771

50 805 739

50 805 739

Impairment losses "Egyptian Tankers Co." (4 033 475) (5 166 131)

Impairment losses " Building Materials Industries Company " (16 906 707) (18 891 771)

29 865 557 16 913 968

The Company exercises significant influence over the above investee companies based on its meaningful representation of the board of directors and the decision-making process.

16- Financial investments at fair value through other comprehensive income

The following investments are classified as financial investments at fair value through other comprehensive income , as per the company management's intention to keep these investments as long term investments for strategic purposes .

Capital

contribution

Paid

contribution

Book value

as of

Book value

as of

Description

Legal Form

%

%

31/12/2025

31/12/2024

Government bonds

-

-

-

-

90 041 645

Cairo Poultry Co.

S.A.E

1.48

100

-

1 903 213

Others

-

-

-

1 450

1 175

1 450

91 946 033

Expected credit losses *

-

(90 041 645)

1 450

1 904 388

Non-current

1 450

1 904 388

Current

-

-

1 450

1 904 388

(*) Expected credit losses

Balance at the beginning of the year

90 041 645

90 041 645

Reversal of expected credit losses

(32 449 000)

-

Balance closure due to disposal of investment

(57 592 645)

-

-

90 041 645

Valmore Holding

"Formerly known as Egypt Kuwait Holding Company"

(An Egyptian Joint Stock Company)

Notes to the separate financial statements for the financial year ended December 31, 2025 (Cont.) All amounts are presented in US Dollars

16- Property, plant and equipment and projects under construction

Furniture &

Advance payments for

Translated from Arabic

Headquarter Land

Headquarter Building

office equipment

Furnishing & decorations

Vehicles & transportation

Air Conditions

Computers & software

purchasing fixed assets

Projects under construction

Total

Cost as of 1/1/2024

4 302 476

9

468 944

416 503

751 822

2 096 064

85 590

1 072 388

-

666 941

18 860 728

Additions

-

-

12 814

350 372

395 650

-

67 711

-

( 472 490)

354 057

Disposals

-

-

-

-

(1 378 860)

-

( 4 141)

-

-

(1 383 001)

Cost as of 31/12/2024

4 302 476

9

468 944

429 317

1 102 194

1 112 854

85 590

1 135 958

-

194 451

17 831 784

Cost as of 1/1/2025

4 302 476

9

468 944

429 317

1 102 194

1 112 854

85 590

1 135 958

-

194 451

17 831 784

Additions

-

-

12 204

-

-

-

107 679

1 265 094

1 648 040

3 033 017

Disposals

-

-

( 82 679)

-

( 101 951)

( 39 141)

( 737 771)

-

-

( 961 542)

Cost as of 31/12/2025

4 302 476

9

468 944

358 842

1 102 194

1 010 903

46 449

505 866

1 265 094

1 842 491

19 903 259

Accumulated depreciation as of 1/1/2024

-

430 050

354 039

620 238

1 899 042

75 424

969 539

-

-

4 348 332

Depreciation

-

205 463

16 272

46 379

165 773

3 183

77 627

-

-

514 697

Accumulated depreciation of disposals

-

-

-

-

(1 304 633)

-

( 4 141)

-

-

(1 308 774)

Accumulated depreciation as of 31/12/2024

-

635 513

370 311

666 617

760 182

78 607

1 043 025

-

-

3 554 255

Accumulated depreciation as of 1/1/2025

-

635 513

370 311

666 617

760 182

78 607

1 043 025

-

-

3 554 255

Depreciation

-

173 812

15 384

51 359

127 362

2 116

63 132

-

-

433 165

Accumulated depreciation of disposals

-

-

( 82 679)

-

( 101 951)

( 39 141)

( 737 771)

-

-

( 961 542)

Accumulated depreciation as of 31/12/2025

-

809 325

303 016

717 976

785 593

41 582

368 386

-

-

3 987 420

Net Book value as of 31/12/2024

4 302 476

8 833 431

59 006

435 577

352 672

6 983

92 933

-

194 451

14 277 529

Net Book value as of 31/12/2025

4 302 476

8 659 619

55 826

384 218

225 310

4 867

137 480

1 265 094

1 842 491

16 877 381

Profit form selling Fixed assets is calculated as follows :

2025-12-31

2024-12-31

Cost of Fixed assets disposed

961 542

1 383 001

accumulated depreciation of Fixed assets disposed

( 961 542)

(1 308 774)

Net carrying amount for assets disposed

-

74 227

Proceeds from selling fixed assets

3 041

386 073

profit form selling fixed assets

3 041

311 846

-16-

  1. Cash and cash equivalents

    31/12/2025

    31/12/2024

    Banks - current accounts

    7 864 750

    2 076 387

    Banks - time deposits (less than three months)

    795 329

    2 729 894

    Cash on hand

    54 028

    95 664

    8 714 107

    4 901 945

    Expected credit losses- Note No. (9)

    (327 039)

    (327 039)

    8 387 068

    4 574 906

    For the purpose of preparing the separate statement of cash flows, cash and cash equivalents item is represented as follows:

    31/12/2025

    31/12/2024

    Cash and cash equivalents

    8 714 107

    4 901 945

    Cash and cash equivalent according to separate cash flow statement

    8 714 107

    4 901 945

  2. Other current assets

    31/12/2025

    31/12/2024

    Accrued revenues

    6 416

    1 184 520

    Deposits with others

    571 474

    538 673

    Prepaid expenses

    1 095 430

    528 019

    Reimbursements & employee's custodies

    573 859

    609 595

    Tax Authority

    20 973

    19 670

    Letters of guaranteed insurance

    23 929

    22 441

    Other debit balances

    329 145

    548 895

    2 621 226

    3 451 813

  3. Share Capital
    • The Company's authorized capital is USD 500 million (Five hundred million USD).

    • The issued capital was initially determined amounted to USD 120 million (One hundred & twenty million USD) distributed over 12 million shares at a par value of USD 10 per share. The Founders and subscribers through methods other than public subscription have subscribed to 9 million shares at a value of USD 90 million (Only ninety million USD) 3 million shares at USD 30 million (Only thirty million USD) were offered for public subscription and they were fully underwritten. The issued capital was fully paid. The issued capital has been increased and the share of the Company was split several times to reach an amount of USD 281 721 321.75 distributed over 1 126 885 287 shares of par value of US Cent 25 each fully paid and has been noted in the commercial register.

    • On April 8, 2025, the shareholders of Egypt Kuwait Holding Company approved the distribution of a stock dividend of 5% of the Company's issued and paid-up capital, equivalent to USD 14 086 066 representing one bonus share for every twenty existing shares. This resulted in an increase in the issued and paid-up capital from USD 281 721 321.75 to USD 295 807 387.75, distributed

      over 56 344 264 bonus shares with a par value of 25 US cents per share. As a result, the issued and paid-up capital becomes $295,807,375 distributed over 1 183 229 551 shares, with a par value of

      $0.25 per share fully paid. This was recorded in the commercial register on June 25, 2025.

  4. Legal reserve

    The balance amounting to USD 140 860 661 represents the legal reserve balance as of December 31,2025 (December 31,2024: USD 137 960 942), formed according to the Companies' Law and the Parent Company's article of association, the Company is required to set aside 5% of the annual net profit of the Holding Company to from the legal reserve. The transfer to legal reserve ceases once the reserve reaches 50% of the issued share capital of the Holding Company. The reserve is not distributable. However, it can be used to increase the share capital or offset losses by a decision of extraordinary general assembly of the Company.

  5. Fair value reserve

The item represents the cumulative net change in the fair value of financial assets at fair value through other comprehensive income until the investment is derecognized.

The fair value reserve comprises:

  • the cumulative net change in the fair value of equity securities designated at FVOCI; and

  • the cumulative net change in fair value of debt securities at FVOCI until the assets are derecognized or reclassed. This amount is adjusted by the amount of loss allowance.

23-

Treasury shares

31/12/2025

31/12/2024

Balance at beginning of the year

7 880 438

3 349 840

Cost of purchase of treasury shares during the year

7 353 615

14 510 320

Cost of sale of treasury shares during the year

(8 640 292)

(9 979 722)

Balance at the end of the year

6 593 759

7 880 438

The movement of the balance of treasury shares:

Balance at beginning of the year

9 242 813

3 997 880

Numbers of treasury shares purchased during the year

10 445 623

17 474 470

Numbers of treasury shares sold during the year

(10 912 644)

(12 229 537)

8 775 792

9 242 813

  1. Loans and bank facilities

    31/12/2025

    31/12/2024

    Loans

    236 819 062

    223 520 906

    Bank facilities

    249 991 410

    151 148 086

    Accrued interest income

    4 699 530

    5 102 733

    491 510 002

    379 771 725

    Classified as follows:

    Current 187 124 128

    160 169 222

    Non- current 304 385 874

    219 602 503

    491 510 002

    379 771 725

    1. Loans

      Currency Granted Amount

      Maturity 31/12/2025 31/12/2024

      Loan guaranteed by investment USD

      portfolio

      60 000 000

      2025-2026

      60 000 000

      26 000 000

      Loan guaranteed by investment EGP portfolio

      3 015 000 000

      2025-2025

      63 235 726

      45 604 239

      Loan guaranteed by investment USD portfolio

      200 000 000

      2023-2027

      93 583 336

      126 916 667

      Loan guaranteed by investment USD portfolio

      25 000 000

      2025-2029

      20 000 000

      25 000 000

      Total

      236 819 062

      223 520 906

      Current

      68 235 725

      100 937 573

      Non- Current

      168 583 337

      122 583 333

      236 819 062

      223 520 906

      24-2 Bank facilities

      Currency

      Granted

      31/12/2025

      31/12/2024

      Amount

      Facility without guarantee

      USD & EGP

      83 000 000

      82 670 622

      15 319 288

      Facility guaranteed by

      investment portfolio for one of the subsidiaries

      USD & EGP

      50 000 000

      -

      8 418 318

      facility guaranteed by investment portfolio

      USD

      136 000 000

      135 802 528

      90 973 001

      Facility without guarantee

      EGP

      400 000 000

      3 053 387

      142 534

      Facility without guarantee

      USD & EGP

      30 125 208

      27 913 666

      29 920 567

      Facility guaranteed by

      investment portfolio for one of the subsidiaries

      EGP

      30 000 000

      -

      6 046 169

      Facility without guarantee

      USD

      1 000 000

      551 207

      328 209

      Total

      249 991 410

      151 148 086

      Current

      114 188 873

      54 128 916

      Non- Current

      135 802 537

      97 019 170

      249 991 410 151 148 086

      *The above-mentioned secured loans are subject to specific covenants.

  2. Suppliers, contractors, notes payable and other creditors

    31/12/2025

    31/12/2024

    Notes payables*

    1 747 844

    2 114 963

    Accrued expenses

    1 032 308

    3 218 664

    Shareholders dividends payables

    1 196 640

    1 196 640

    Other credit balances

    406 492

    217 951

    4 383 284

    6 748 218

    Current

    3 206 354

    5 108 993

    Non- current

    1 176 930

    1 639 225

    4 383 284

    6 748 218

    * Notes payables represents

    the

    remaining unpaid balance of the cost

    of Company's new

    headquarter, which is due over quarterly installments ends at September 27, 2028, and the notes payables balance consists of the following:

    31/12/2025

    31/12/2024

    Notes payables

    2 077 953

    2 657 448

    Less: present value

    (330 109)

    (542 485)

    1 747 844

    2 114 963

  3. Provisions

    Balance at the beginning of the year

    Provisions Formed

    Provisions Used

    Balance at

    year end

    Contingent liabilities Provision *

    8 617 961

    7 649 954

    (2 000 000)

    14 267 915

    8 617 961

    7 649 954

    (2 000 000)

    14 267 915

    * The management believes disclosing certain information related to the provisions recognized would

    negatively impact the Company's negotiations and business position.

  4. Transactions with related parties

    Related parties are represented in the Company's shareholders and Companies in which they own directly shares giving them significant influence or controls over the Co. as well as the board members of the Co. companies. The Co.'s companies made several transactions with related parties and these transactions have been done in accordance with the terms determined by the Board of Directors of these companies.

    Executive directors and board members are not granted any amounts for their role in managing the company unless approved by the general assemblies and the company's boards of directors. These amounts were recorded as expenses in the separate income statement during the year for an amount of USD 752 395 in addition to the board members' remuneration, which was recorded under shareholders' equity.

    payments

    and Chemicals payments

    Co.

    payments payments

    NATGAS payments

    Cost allocation

    payments capital payments

    Significant transactions are represented in following: -

    31/12/2025

    31/12/2024

    Volume of transaction

    Volume of transaction

    Party Relationship Transaction nature

    Debit (credit)

    Debit (credit)

    International Financial Subsidiary Co's share in

    Investments Co. Dividends

    233 447 231

    8 699 647

    Net transfers and payments

    189 659 808

    (429 173 956)

    Fayoum Gas Co. Subsidiary Net transfers and

    payments

    (942 264)

    6 337 450

    National Co. For Subsidiary Net transfers and Electricity technology payments

    6 017 023

    (2 460 756)

    (Kahraba)

    Building Materials Associate Net transfers and Industries Co. payments

    4 084 831

    (233 690)

    Bawabet Al Kuwait Subsidiary Net transfers and Holding payments

    (10 470 737)

    (42 831 126)

    Co's share in

    Dividends

    220 700

    85 513 015

    Nubaria For Natural Gas Subsidiary Net transfers and

    payments

    4 081 520

    2 653 112

    AL Sherouk for Subsidiary Net transfers and Melamine payments

    72 416

    (500 734)

    Shield Gas Subsidiary Net transfers and

    (3 544 200)

    (576 705)

    Sprea Misr for Plastics Subsidiary Net transfers and

    23 367 218

    975 265

    Alexandria for Fertilizers Subsidiary Dividend

    296 691

    -

    Bedayty for Microfinance Subsidiary Net transfers and

    480 405

    42 663

    Nat Energy Subsidiary Net transfers and

    (1 445 490)

    14 599 625

    Dividend

    (5 684)

    -

    National gas Co. Subsidiary Net transfers and

    -

    517 511

    Co's Share in Salaries

    786 386

    614 534

    VHN Co. Subsidiary Net transfers and

    162 707 566

    22 986 452

    Financing to increase

    1 229 347

    -

    OGI Capital Limited Subsidiary Net transfers and

    (184 468 870)

    -

    Party

    Egyptian Advanced Company for Operation and Maintenance

    Bedayti Consumer Finance Company

    Relationship

    Subsidiary

    Transaction nature

    Net transfers and payments

    Net transfers and payments

    31/12/2025

    Volume of transaction

    Debit (credit)

    5 937 423

    2 579 892

    31/12/2024

    Volume of transaction

    Debit (credit)

    8 741 872

    42 663

    Financing to increase capital

    (2 458 694) -

    27-1 Due from subsidiaries, associates, and related parties

    31/12/2025

    31/12/2024

    International Financial Investments Co. 41 797 182

    -

    VHN Co. 223 931 681

    59 994 768

    Fayoum Gas Co. 155 934

    1 098 198

    Shield Gas (*) -

    3 544 221

    Bedayti for Microfinance 710 735

    230 330

    Building Materials industries Co. (*) 5 997 287

    1 919 956

    AL Shorouk for Melamine 466 222

    393 806

    National Gas Co. " NATGAS " -

    583 832

    Delta Insurance Co. 88 353

    96 691

    Gas Serve Co. -

    3 811

    MAT Trading Co. 9 617

    9 020

    Egyptian Kuwaiti advanced Co. For Operation and 19 205 921 Maintenance

    13 268 498

    EKHB Co. -

    55 527

    Nile Wood Co. 38 700 426

    -

    Gas Chill Co. 681 590

    -

    EK Microfinance Co. -

    666 394

    Alexfert Co. 259 249

    -

    Gas Line Co. 1 370 220

    -

    333 374 417

    81 865 052

    Expected credit loss (*) (1 326 059)

    (6 790 236)

    332 048 358

    75 074 816

    (*) Expected credit loss

    31/12/2025

    31/12/2024

    Balance at the beginning of the year

    6 790 236

    1 326 059

    Expected credit loss

    -

    5 464 177

    Reversal of expected credit loss

    (1 998 030)

    -

    Bad debts

    (3 544 221)

    -

    Foreign Exchange differences

    78 074

    -

    1 326 059

    6 790 236

    27-2 Due to subsidiaries, associates, and related parties

    31/12/2025

    31/12/2024

    Bawabet Al Kuwait Holding

    68 293 751

    58 043 714

    International financial investments Co. (IFIC)

    -

    381 309 877

    Sprea Misr for Plastics and Chemicals

    -

    23 367 218

    Nat Energy

    28 870 288

    27 419 114

    Nubaria For Natural Gas

    OGI Capital Investment Holding

    -

    184 468 789

    4 081 520

    MERT Co.

    EEK Investment Holding

    -

    1 201 279

    3 149 100

    -

    Gas Technology Co. "Go Gas"

    530 764

    500 822

    Globe Telecom

    460 096

    432 260

    Globe Trading and Agencies Co.

    447 155

    482 111

    Henosis for Construction and Real Estate Development

    201 712

    231 747

    Egyptian Petrochemical Co.

    187 851

    178 773

    Globe for Communications and Information Technology

    191 543

    179 844

    ECO for Industries Development

    28 840

    48 532

    Midor El Suez for Oil refinery

    253 072

    254 935

    Alexandria for Fertilizers Co.

    -

    37 442

    MEGA ME for Trading

    18 406

    19 762

    Gas Line Co.

    -

    31 052 859

    Bedayty for Consumer Finance

    1 038

    122 236

    National Co. For Electricity Technology (Kahraba)

    Gas Serve

    -

    53 614

    6 017 023

    -

    Gas Chill

    -

    7 130

    285 208 362

    536 936 019

  5. Financial instruments

Accounting classifications and fair values of financial assets

A- The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities that are not measured at fair value if the carrying amount is a reasonable approximation of fair value.

31/12/2025 Note

Carrying

Level

Level

Fair Value Level

Total

No.

amount

1

2

3

Financial assets at fair value

Investments at fair value (16) through other comprehensive

1 450

1 450

-

- 1 450

income - equity instruments

Investments assets at fair value through profit or loss-

-

-

-

- -

shares

1 450

1 450

-

- 1 450

Financial assets other than fair value

Due From subsidiaries, (27-1)

333 374 417

-

-

-

-

associates, and related parties

Cash and cash equivalent (18)

8 714 106

-

-

-

-

Other current assets (19)

2 621 226

-

-

-

-

344 709 749

-

-

-

-

Financial liabilities other than fair value

Loans & bank facilities (24)

491 510 002

-

-

-

-

Due To subsidiaries, associates, (27-2)

-

-

-

-

and related parties

285 208 362

4 383 284

-

-

-

-

781 101 648

-

-

-

-

Suppliers, contractors, notes payable and other creditors

(25)

Fair Value

31/12/2024 Note

No. Financial assets at fair value

Carrying

amount

Level 1 Level

2

Level 3

Total

Investments at fair (16)

value through other comprehensive income

- equity instruments

1 904 388

1 904 388

-

-

1 904 388

Investments assets at fair value through profit or loss- shares

369 173

369 173

-

-

369 173

2 273 561

2 273 561

-

-

2 273 561

Financial assets other than fair value

Due From subsidiaries, (27-1) associates, and related

parties

82 742 445

-

-

-

-

Cash and cash (18) equivalent

Other current assets (19)

4 901 945

3 451 813

-

-

-

-

-

-

-

-

91 096 203

-

-

-

-

Financial liabilities other than fair value

Loans & bank (24) facilities

Due To subsidiaries, (27-2)

379 771 725

536 936 019

-

-

-

-

-

-

-

-

associates, and related parties

Suppliers, contractors, (25) notes payable and

other creditors

6 748 218

-

-

-

-

923 455 962

-

-

-

-

B- The following table shows the valuation methods used to measure level 1 and level 3 of the fair value of financial instruments in the separate statement of financial position, in addition to the significant inputs used that cannot be observed.

Valuation Method

Unobservable Significant inputs

Investments at fair value through other comprehensive income - debt instruments

Market Comparison Method:

The fair value is determined according to the prices declared in the financial markets.

None

Investments at fair value through other comprehensive income - equity instruments

Market Comparison Method:

The fair value is determined according to the prices declared in the financial markets.

None

Investments at fair value through profit or loss

Market Comparison Method:

The fair value is determined according to the prices declared in the financial markets.

None

C- Sensitivity Analysis

There is no impact on the measurement of financial assets as at 31 December 2025 due to the disposal of those investments. However, a 1% increase (decrease) in the prices of listed securities as at 31 December 2024 would have affected the measurement of financial assets as follows.

December 31, 2024 Effect on Equity Effect on income statement

Description

Increase

Decrease

Increase

Decrease

Investments at fair value through other comprehensive income - equity instruments

19 044

(19 044)

-

-

Investments at fair value through profit or loss- shares

3 962

(3 962)

3 962

(3 962)

23 006

(23 006)

3 962

(3 962)

Financial risk management

The Company has exposure to the following risks from its use of financial instruments:

  • Credit risk

  • Liquidity risk

  • Market risk

  • Currency risk

  • Interest rate risk

  • Other market price risk.

This disclosure presents information about the Co.'s exposure to each of the above risks, the Co.'s objectives, policies and processes for measuring and managing risk, and the Parent Company's management of capital. Further quantitative disclosures are included throughout these separate financial statements.

The Board of Directors of the Parent Company has overall responsibility for the establishment and oversight of the Co.'s risk management framework. The Board also is responsible for identifying and analyzing the risks faced by the Co., to set appropriate risk limits and controls, and to monitor risks and adherence to limits.

The Co. management aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Board of Directors of the Parent Company is assisted in its oversight role by the Audit Committee and Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the result of which are reported to the Board of Directors.

Credit risk

Credit risk is the risk of financial loss to the Co. if a counterparty of a financial instrument fails to meet its contractual obligations and arises principally from the Co.'s debtors and other receivables.

Other current assets

The company's exposure to credit risk is mainly affected by the characteristics of each debtor, but most of the company's debtors are related parties' receivables, which do not constitute a significant concentration of credit risk from the transactions made with them during previous years and did not result in any loss from dealing with them.

Investments

The Co. limits its exposure to credit risk by only investing in active and liquid securities. Management does not expect any counterparty to fail to meet its obligations.

Liquidity risk

Liquidity risk is the risk that the Co. will not be able to meet its financial obligations as they fall due.

The Co.'s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Co.'s reputation. Typically, the Co. ensures that it has sufficient cash on demand to meet expected operational expenses for an appropriate period including the servicing of financial obligations, this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Co.'s income or the value of its holdings of financial instruments.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency risk

The Co. is exposed to currency risk on borrowings that are denominated in a currency other than the respective functional currency of the Co., primarily the US Dollar.

Interest on borrowings is denominated in currencies that match the cash flows generated by the underlying operations of the Co. This provides an economic hedge and no derivatives are entered into.

The Company's investments in other subsidiaries are not hedged as those currency positions

are considered to be long-term in nature.

Interest rate risk

The Co. adopts a policy of ensuring that the exposure to changes in interest rates on borrowings is on fixed rate basis. The Company does not enter into interest rate swap.

Other market price risk

Equity price risk arises from equity instruments measured at fair value through other comprehensive income and management of the Co. monitors the equity securities in its investment portfolio based on market indices.

Material investments within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the Board of Directors of the Company.

The primary goal of the Co.'s investment strategy is to maximize investment returns. Management is assisted by external advisors in this regard.

In accordance with this strategy certain investments are designated as held for trading investments because their performance is actively monitored, and they are managed on a fair value basis.

Capital management

The Co. policy is to maintain a strong capital base to maintain investors, creditors and market confidence and to sustain future development of the business.

The Board of Directors of the Company monitors the return on capital, which the Company defines as net profit for the period divided by total shareholders' equity, the Board of Directors also monitors the level of dividends to shareholders.

The Board of the Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

There were no changes in the Co.'s approach to capital management during the year; the Company is not subject to externally imposed capital requirements.

Credit risk exposure

The book value of financial assets, represented by financial investments at fair value through profit or loss, financial assets at amortized cost and accrued by related parties, and items of a monetary nature in other current assets represent the maximum exposure to credit risk at the date of the separate financial statements.

Assessing expected credit loss for debt instruments

The Company limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties that have a good credit rating from S&P

The Group monitors changes in credit risk by tracking published external credit ratings to determine whether published ratings remain up to date and to assess whether there has been a significant increase in credit risk at the reporting date that has not been reflected in published ratings, the Group supplements this by reviewing changes in bond yields, available press and regulatory information about debtors.

12-month and lifetime probabilities of default are based on historical data supplied by S&P for each credit rating and are recalibrated based on current bond yields. Loss given default parameters generally reflect an assumed recovery rate of 55% for sovereign exposures with local and foreign currency and 25% for other exposures with foreign currency except when a security is credit-impaired, in which case the estimate of loss is based on the instrument's current market price and original effective interest rate

The exposure to credit risk for debt securities at amortized cost, FVOCI and FVTPL at the reporting date by geographic region was as follows.

2025

2024

Egypt

-

1 903 213

Switzerland

1 450

1 175

1 450

1 904 388

Assessment of expected credit losses of cash and cash equivalents

The Company holds cash and cash equivalents amounting to USD 8 714 106 on December 31, 2025 (2024: USD 4 901 945). Cash and cash equivalents are held by banks and financial institutions, which are classified according to the following table, based on the classifications of Standard & Poor's.

Egypt

2025

B-

2024

B-

UAE

AA

AA

Kuwait

AA-

AA-

Switzerland

AAA

AAA

Expected credit losses in cash value and cash equivalents are measured on the basis of the expected loss for 12 months and reflect short maturity periods of exposure. The Company believes that cash and cash equivalents have low credit risk based on the credit ratings of third parties. The Company uses a similar method to assess expected cash and similar credit losses to those used in debt instruments. Expected credit losses amounted to USD 327 039 as of December 31, 2025 (2024: USD 327 039).

Liquidity risk

The following are the cashflow contractual maturities of financial liabilities:

December 31, 2025

amount

During 1 year

1-2 years

2-5 years

491 510 000

187 124 131

264 885 870

39 500 000

Due date Carrying

Loans and bank facilities

Suppliers, contractors, notes

More than

5 years

-

payable and other creditors and due to subsidiaries and related parties

289 554 955 287 797 111 1 213 505 534 338 -

781 064 955 474 921 242 266 099 40 034 338 -