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Aram Group Annual Report 2025

Mar 4, 2026

66516_rns_2026-03-05_97dffbd1-1554-4699-8dfa-c6d1572f807a.pdf

Annual Report

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Sharjah, United Arab Emirates

Reports and Consolidated financial statements For the year ended 31 December 2025

Sharjah - United Arab Emirates

Table of contents Pages
General information 1
Directors' report 2 - 3
Independent auditor's report 4 - 7
Consolidated statement of financial position 8
Consolidated statement of profit or loss and other comprehensive income 9
Consolidated statement of changes in equity 10
Consolidated statement of cash flows 11
Notes to the consolidated financial statements 12 - 50

Sharjah - United Arab Emirates General information

Principal office address: Al Khan Street
P.O. Box: 5440
Sharjah, United Arab Emirates
T: +971 6 5565570
Website: www.aramgroup.ae
The Directors: H.H Shaikh Mohammed Bin Sultan Bin Khalifa Al
Nahyan
Mr. Ali Nasser Sultan Alyabhouni Aldhaheri
Mr. Arkadiusz Jakub Bajak
Mr. Ali Mohd Zaid Ali Musmar
Ms. Salama Alhaj Abdullah Alawadhi
The Chief Executive Officer: Mr. Ali Mohd Zaid Ali Musmar
The Auditor: Crowe Mak
P.O. Box: 6954
Sharjah, United Arab Emirates
The Banks: Sharjah Islamic Bank P.J.S.C.
National Bank of Kuwait S.A.K.P.

2025 2024
AED
A COMMO
AED
Rental income 11,236,419 10,193,038
Gain on fair value of investment properties 10,008,652 16,600,000
Profit after tax 13, 174, 539 16,696,855
Net profit ratio 117.25% 163.81%

Ref: RR/B2354/MAR'2026

Independent auditor's report

To The Shareholders ARAM Group Company P.J.S.C. Sharjah, United Arab Emirates

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of ARAM Group Company P.J.S.C. (the "Entity") and its subsidiary (together the "Group"), Sharjah, United Arab Emirates, which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of material accounting policy information and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), as applicable to audits of consolidated financial statements of public interest entities, together with the ethical requirements that are relevant to audits of the consolidated financial statements of public interest entities in the United Arab Emirates. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of the investment properties

We identified the valuation of investment properties as a key audit matter due to the significance of the Group's investment properties in the context of the Group's consolidated financial statements as a whole and due to significant judgement involved in determining the inputs used in the valuation exercise.

As at 31 December 2025, the Group's investment properties aggregated AED 163,460,000 (2024: AED 153,350,000) which represented 88% (2024: 90%) of the Group's total assets and a gain on revaluation of investment properties aggregating AED 10,008,652 (2024: AED 16,600,000) was recognised in the consolidated statement of profit or loss for the year then ended.

The Group's investment properties are stated at fair value based on valuation carried out by an independent qualified valuer (the "Valuer"). The valuation depends on certain key estimates which required significant judgement, including observable market data from comparable property transactions under the market approach and under the income approach, assumptions relating to yield rates, contractual lease rents and forecasted operating expenses, which are influenced by prevailing market forces and specific characteristics such as property location and income returns of each property in the portfolio. Details of the valuation methodologies and key inputs used in the valuation are disclosed in Note 7 to the consolidated financial statements.

Independent auditor's report (continued)

To the Shareholders of ARAM Group Company P.J.S.C. and its subsidiary Report on the Audit of Consolidated Financial Statements (continued)

How our audit addressed the key audit matters:

We have performed the following procedures in relation to the valuation of investment properties:

  • We assessed the competence, capabilities and objectivity of the independent valuer;

  • We reviewed the terms of engagement between valuer and the Group to determine whether the scope of the work is adequate and there were any matters that might have affected their objectivity or may have imposed scope limitations upon their work;

  • We assessed the completeness and consistency of information provided by the Group to the valuer and evaluated the reasonableness of the key inputs used in the valuation on a sample basis;

  • We assessed the appropriateness and reasonableness of the valuation methodologies, key assumptions and estimates used in the valuation on a sample basis;

  • We agreed the total valuation in reports of third party valuers to the amount reported in the consolidated statement of financial position;

  • We reperformed the arithmetical accuracy of the determination of net fair value gain;

  • We reviewed a sample of investment properties valued by external valuers and assessed whether the valuation of the properties was performed in accordance with the requirements of IFRS 13 Fair Value Measurement; and

  • We assessed the presentation and disclosures made in relation to this matter to determine if they were in accordance with the requirements of IFRSs.

Other Information

The Directors are responsible for the other information. The other information comprises the Directors' report. The other information does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and their preparation in compliance with the applicable provisions of the UAE Federal Law No. 32 of 2021, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Independent auditor's report (continued)

To the Shareholders of ARAM Group Company P.J.S.C. and its subsidiary Report on the Audit of Consolidated Financial Statements (continued)

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit.We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Independent auditor's report (continued)

To the Shareholders of ARAM Group Company P.J.S.C. and its subsidiary Report on the Audit of Consolidated Financial Statements (continued)

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Further, as required by the UAE Federal Law No. 32 of 2021, we report that:

  • (a) We have obtained all the information we considered necessary for the purpose of our audit.
  • (b) The consolidated financial statements have been prepared and comply, in all material respects, with the applicable provisions of the UAE Federal Law No. 32 of 2021.
  • (c) The Group maintained proper books of account.
  • (d) The financial information included in the Directors' report is consistent with the books of account of the Group.
  • (e) Investments in shares and stocks are disclosed in Notes 8 and 9 to the consolidated financial statements and include purchases and investments made by the Group during the financial year ended 31 December 2025.
  • (f) Note 10 to the consolidated financial statements reflects the disclosures relating to material related party transactions and the terms under which they were conducted.
  • (g) Based on the information that has been made available to us, nothing has come to our attention which causes us to believe that the Group has contravened, during the financial year ended 31 December 2025 any of the requirements of UAE Federal Law No. 32 of 2021, and the Articles of Association of the Parent Entity, which would materially affect its activities or its financial position as at 31 December 2025.

For Crowe Mak,

Dr. Khalid Maniar Registered Auditor Number: 24 Sharjah, United Arab Emirates 3 March 2026

Notes 2025 2024
ASSETS AED AED
Non-current assets
Property, plant and equipment 298,651 71,318
Right-of-use assets 567 570,374 61,603
Investment properties 163,460,000 153,350,000
Investments carried at fair value through other comprehensive
income (FVTOCI)
8 20,683,300 14,466,656
Total non-current assets 185,012,325 167,949,577
Current assets
Investments carried at fair value through profit or loss (FVTPL)
Due from a related party
9
10
419,959 160,246
Trade and other receivables 12 929,054 300,000
Cash and cash equivalents 13 448,996 840,914
697,289
Total current assets 1,798,009 1,998,449
Total assets 186,810,334 169,948,026
EQUITY AND LIABILITIES
Equity
Share capital 14 78,901,086 78,901,086
Statutory reserve 15 36,179,437 34,869,340
Voluntary reserve 16 16,498,495 15, 188, 398
Fair value reserve 2,923,849 (3,274,068)
Foreign currency translation reserve
Retained earnings
(719, 978) (732, 393)
25,211,847 14,657,502
Total equity 158,994,736 139,609,865
LIABILITIES
Non-current liabilities
Employees' end-of-service benefits 17 1,013,028
Lease liabilities 18 458,193 898,120
Bank borrowings 19 16,247,761 19,870,419
Deferred tax liabilities 26 2,215,671 1,314,892
Total non-current liabilities 19,934,653 22,083,431
Current liabilities
Due to a related party 10 48,000 534,012
Dividend payable
Lease liabilities
18 562 562
Bank borrowings 19 116,714 70,489
Trade and other payables 20 3,684,211 3,684,211
Current tax liabilities 26 3,678,004
353,454
3,853,410
112,046
Total current liabilities 7,880,945 8,254,730
Total liabilities 27,815,598 30,338,161
Total equity and liabilities 186,810,334 169,948,026

Sharjah - United Arab Emirates

Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2025

Notes 2025
AED
2024
AED
Rental income 21 11,236,419 10,193,038
Other income 288,230 412,371
Repairs and maintenance expenses 22 (583,782) (653,615)
General and administrative expenses 23 (5,407,888) (7,048,057)
Loss on disposal of investments at FVTPL - (52,452)
Dividend income 191,246 191,131
Increase in fair value of investment properties 7 10,008,652 16,600,000
Increase in fair value of financial assets at FVTPL 9 159,436 593,767
Finance cost 24 (1,485,657) (2,112,390)
Profit before corporate tax 14,406,656 18,123,793
Corporate tax expense 26 (1,232,117) (1,426,938)
Net profit for the year 13,174,539 16,696,855
Other comprehensive income, net of tax
Items that will not be reclassified subsequently to profit or loss:
Increase/(decrease) in fair value of financial assets at FVTOCI
8 6,197,917 (52,242)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
12,415 (40,683)
Other comprehensive income/(loss) for the year 6,210,332 (92,925)
Total comprehensive income for the year 19,384,871 16,603,930
Basic and diluted earnings per share 25 0.1670 0.2116

The accompanying notes and policies form an integral part of these consolidated financial statements. The report of the auditor is set out on pages 4 to 7.

mber 2025
ment of changes in equity for the year ended 31 Dece
mirates
Arab E
Sharjah - United Consolidated state
Share capital
AED
Statutory
reserve
AED
Voluntary
reserve
AED
Fair value
reserve
AED
currency
Foreign
translation
reserve
AED
earnings
AED
Retained
Total
AED
Other comprehensive income for the year
As at 1 January 2024
Profit for the year
78,901,086
-
-
33,190,039
-
-
13,509,097
-
-
(3,290,770)
-
(52,242)
(691,710)
-
(40,683)
1,388,193
16,696,855
-
123,005,935
16,696,855
(92,925)
Total comprehensive income for the year - - - (52,242) (40,683) 16,696,855 16,603,930
Transfer from retained earnings (Notes 15 and
16)
- 1,679,301 1,679,301 - - (3,358,602) -
Transfer of fair value reserve on disposal of
investments carried at FVTOCI
- - - 68,944 - (68,944) -
As at 31 December 2024 78,901,086 34,869,340 15,188,398 (3,274,068) (732,393) 14,657,502 139,609,865
Profit for the year - - - -
6,197,917
-
12,415
13,174,539 13,174,539
6,210,332
Other comprehensive income for the year
Total comprehensive income for the year
-
-
-
-
-
-
6,197,917 12,415 -
13,174,539
19,384,871
Transfer from retained earnings (Notes 15 and
16)
- 1,310,097 1,310,097 - - (2,620,194) -
As at 31 December 2025 78,901,086 36,179,437 16,498,495 2,923,849 (719,978) 25,211,847 158,994,736

The accompanying notes and policies form an integral part of these consolidated financial statements.

The report of the auditor is set out on pages 4 to 7.

Sharjah - United Arab Emirates Consolidated statement of cash flows for the year ended 31 December 2025

Cash flows from operating activities
Profit for the year before tax
14,406,656
Adjustments for:
18,123,793
Depreciation of property, plant and equipment
5
46,210
45,157
Depreciation of right-of-use asset
6
125,419
174,880
Increase in fair value of investment properties
7
(10,008,652)
(16,600,000)
Change in fair value of financial assets at FVTPL
9
(159,436)
(593,767)
Employees' end-of-service benefits
17
140,874
68,848
Allowance for expected credit losses of trade receivables
23
119,406
164,329
Loss on retirement of lease liability
23
-
8,169
Finance cost
24
1,485,657
2,112,390
Loss on disposal of investments at FVTPL
-
52,452
Dividend income
(191,246)
(191,131)
Operating cash flows before changes in operating assets and liabilities
5,964,888
3,365,120
Decrease/(increase) in due from a related party
10
300,000
(250,000)
(Decrease)/increase in due to a related party
10
(486,012)
534,012
(Increase)/decrease in trade and other receivables
12
(207,546)
184,973
(Decrease)/increase in trade and other payables
20
(175,406)
900,859
Decrease in current liabilities on discontinued operations
-
(342,542)
Cash generated from operating activities
5,395,924
4,392,422
Employees' end-of-service benefits paid
17
(25,884)
(30,906)
Corporate tax paid
(89,930)
-
Net cash generated from operating activities
5,280,110
4,361,516
Cash flows from investing activities
Purchase of property, plant and equipment
5
(273,541)
(698)
Purchase of investment properties
7
(101,348)
-
Dividend income
191,246
191,131
Proceeds from sale of investments at FVTPL
9
-
Purchase of investments at FVTPL
9
(100,000)
1,056,475
-
Net cash (used in)/generated from investing activities
(283,643)
1,246,908
Cash flows from financing activities
Payment of lease liabilities
18
(129,513)
(136,600)
Payment of interest on lease liability
18
(13,324)
(6,962)
Repayments of bank borrowings
19
(3,684,210)
Finance cost paid
24
(1,410,781)
(3,684,211)
(2,043,876)
Net cash used in financing activities
(5,237,828)
(5,871,649)
Net decrease in cash and cash equivalents
(241,361)
(263,225)
Cash and cash equivalents at the beginning of the year
697,289
959,461
Effects of exchange rate changes on the balance of cash held
(6,932)
1,053
Cash and cash equivalents at the end of the year
13
448,996
697,289

The accompanying notes and policies form an integral part of these consolidated financial statements. The report of the auditor is set out on pages 4 to 7.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

1 General information

ARAM Group Company P.J.S.C., Sharjah, United Arab Emirates (the "Entity") is a public joint stock company incorporated on 26 January 1977, under Emiri Decree Number 133/76 issued on 16 November 1976. The trading register was issued by Economic Development Department, Government of Sharjah. The shares of the Entity are traded in the Abu Dhabi Securities Market.

The address of the registered office of the Entity is Al Khan Street, P.O. Box: 5440, Sharjah, United Arab Emirates.

The principal activities of the Group consist of investing in financial instruments, investing and leasing of properties, and investing, establishing and managing agricultural, industrial, and commercial projects, general trading and contracting, purchase and sale of shares and bonds.

The management is vested with the Directors.

The Entity controls the following subsidiary as at 31 December 2025:

Sr. no Entities License no. Country of
incorporation
Activities
1 Tarfan General Trading and
Contracting (Ebrahim Ahmed AI
Mannaei and Partners) W.L.L
(the "Subsidiary")
2003/328 State of
Kuwait
General trading and
contracting, purchase and
sale of shares and bonds.

The Subsidiary is a limited liability company incorporated in Kuwait. One individual owns 1% of the Subsidiary's share capital for and on behalf of the Entity; therefore, 100% beneficial ownership interest is with the Entity and hence there is no non-controlling interest.

These consolidated financial statements incorporate the consolidated operating results of the trading license no. 1233 of the Entity and license no. 2003/328 of the Subsidiary, herein together referred to as the "Group".

2 Application of new and revised Standards

2.1 New and amended Standards that are effective for the current year

In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements.

New and revised Standards Effective for annual

periods beginning on or after

Amendments to IAS 21 Lack of exchangeability 1 January 2025

Management has adopted the new and amended IFRS standards in the current period and believes that these standards do not have material impact on these consolidated financial statements unless mentioned above.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

2 Application of new and revised Standards (continued)

2.2 New and revised Standards in issue but not yet effective

The Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

New and revised Standards Effective for annual
periods beginning on
or after
Amendments to IFRS 10 and IAS 28 – Sale or Contribution of assets between an
Investor and its Associate or Joint Venture:
No effective date
set
Annual Improvements to IFRS Accounting Standards - Volume 11 1 January 2026
Amendments to IFRS 9 Financial Instruments and IFRS 7 Contracts Referencing
Nature-dependent Electricity
1 January 2026
Amendments
to
the
Classification
and
Measurement
of
Financial
Instruments—Amendments to IFRS 9 and IFRS 7
1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Management anticipates that these standards will not have any significant impact on these consolidated

financial statements. 3 Material accounting policies

3.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

3.2 Basis of preparation

These consolidated financial statements have been prepared on the historical cost basis except for investment properties, investments at fair value through profit or loss and investments at fair value through other comprehensive income that are measured at fair values.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Current/Non-current classification

The Group presents assets and liabilities in consolidated statement of financial position based on current/noncurrent classification. An asset is current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle or held primarily for the purpose of trading or expected to be realised within twelve months after the reporting year, or cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting year.

All other assets are classified as non-current.

A liability is current when it is expected to be settled in normal operating cycle or it is held primarily for the purpose of trading or it is due to be settled within twelve months after the reporting year, or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting year.

The Group classifies all other liabilities as non-current.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

3 Material accounting policies (continued)

3.2 Basis of preparation (continued)

that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date;
  • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
  • Level 3 inputs are unobservable inputs for the asset or liability.

The principal accounting policies are set out below.

3.3 Basis of consolidation

The consolidated financial statements of the Group comprise the financial information of the Entity and its Subsidiary. Control is achieved when the Parent:

  • has power over the investee;
  • is exposed, or has rights, to variable returns from its involvement with the investee; and
  • has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Group has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.

The Group considers all relevant facts and circumstances in assessing whether or not the Group's voting rights in an investee are sufficient to give it power, including:

  • The contractual arrangement(s) with the other vote holders of the investee;
  • Rights arising from other contractual arrangements; and
  • The Group's voting rights and potential voting rights.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Group. Total comprehensive income of subsidiaries is attributed to the owners of the Group.

When necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

3.4 Functional currency

These consolidated financial statements are presented in Emirati Dirham, which is the Group's functional currency.

The Subsidiary's functional currency is the Kuwaiti Dinar (KWD). In the Group's consolidated financial statements, all assets, liabilities and transactions of the subsidiary are translated into AED upon consolidation.

As at the reporting date, the assets and liabilities of the subsidiary are translated into AED at the closing rate at the reporting date. Income and expenses have been translated into AED at the average rate over the reporting period.

3 Material accounting policies (continued)

3.5 Rental income

As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates theconsideration in the contract to each lease component on the basis of their relative standalone prices. Wh en the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

Rental income from investment properties is recognised as revenue on a straight-line basis over the term of the contract.

3.6 Dividend income

Dividend income is recognised in the consolidated statement of profit or loss at a point of time on the date that the Group's right to receive payment is established.

3.7 Leases

The Group leases office premises. Rental contracts are typically made for fixed period of 5 to 6 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

The Group assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset,the Group assess whether:

  • the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represents substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
  • it has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and
  • it has the right to direct the use of the asset.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group's incremental borrowing rate can be used.

Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less any lease incentive receivables,
  • variable lease payment that are based on an index or a rate,
  • amounts expected to be payable by the lessee under residual value guarantees,
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

3 Material accounting policies (continued)

3.7 Leases (continued)

liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group re-measures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

  • the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate.
  • the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is re-measured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
  • a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The Group did not make any such adjustments during the year.

The lease liability is presented as a separate line in the consolidated statement of financial position.

Right-of-use assets are measured at cost comprising the following:

  • the amount of the initial measurement of lease liability,
  • any lease payments made at or before the commencement date less any lease incentives received,
  • any initial direct costs, and
  • restoration costs.

They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related rightof-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated using straight-line method from the commencement date of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the Property, plant and equipment policy.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

3.8 Foreign currencies

As at the reporting date, the assets and liabilities of the subsidiary are translated into AED at the closing rate at the reporting date. Income and expenses have been translated into AED at the average rate over the reporting period. Exchange differences on the Group's net investment in the subsidiary are charged or credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.

In preparing the consolidated financial statements of the Group, transactions in currencies other than the Group's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

3 Material accounting policies (continued)

3.9 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

3.10 Employee benefits

Defined contribution plan

UAE national employees of the Group are members of the Government-managed retirement pension and social security benefit scheme pursuant to UAE labour law no. 7 of 1999. The Group is required to contribute 12.5% of the "contribution calculation salary" of payroll costs to the retirement benefit scheme to fund the benefits. The employees and the Government contribute 5% and 2.5% of the "contribution calculation salary" respectively, to the scheme. The only obligation of the Group with respect to the retirement pension and social security scheme is to make the specified contributions. The contributions are charged to profit or loss.

End of service benefits

Provision is made for the full amount of end of service benefits due to non-UAE national employees in accordance with the applicable Labour Law and is based on current remuneration and their period of service at the end of the reporting year. An acturial valuation is not performed on staff terminal and other benefits as the net impact of the discount rate and future salary and benefits level on the present value of the benefits obligation are not expected by management to be significant.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

3.11 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of profit or loss and other comprehensive income when incurred.

Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The following useful lives are used in the calculation of depreciation:

Useful lives
4 years
5 years
5 years

3 Material accounting policies (continued)

3.12 Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes).

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. All of the Group's property interests held under operating leases to earn rentals or for capital appreciation purposes are accounted for as investment properties and are measured using the fair value model. Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period in which they arise.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.

3.13 Impairment of tangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest company of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.14 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

3.15 Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

3 Material accounting policies (continued)

3.15 Financial instruments (continued)

financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

3.16 Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Financial instruments that meet the following conditions are measured subsequently at amortised cost:

  • the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
  • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

  • the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
  • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

(i) Equity instruments designated as at FVTOCI

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.

A financial asset is held for trading if:

  • it has been acquired principally for the purpose of selling it in the near term; or
  • on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short-term profit-taking; or
  • it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

(ii) Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI (see (i) to (iii) above) are measured at FVTPL. Specifically:

  • investments in equity instruments are classified as at FVTPL, unless the Group designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition (see (iii) above);
  • debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria (see (i) and (ii) above) are classified as at FVTPL. In addition, debt instruments that meet either the amortised cost criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency (so called 'accounting mismatch') that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Group has not designated any debt instruments as at FVTPL.

3 Material accounting policies (continued)

3.16 Financial assets (continued)

Financial assets at FVTPL are measured at fair value at the end of each reporting year, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship (see hedge accounting policy). The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset and is included in the 'other gains and losses' line item.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on investments that are measured at FVTOCI and trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for investments that are measured at FVTOCI and trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Receivables

Receivables were non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Receivables (including trade and other receivables) were measured at amortised cost using the effective interest method, less any impairment.

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity was recognised in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that was no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income was allocated between the part that continues to be recognised and the part that was no longer recognised on the basis of the relative fair values of those parts.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

3 Material accounting policies (continued)

3.17 Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an Entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, and financial guarantee contracts issued by the Group, are measured in accordance with the specific accounting policies set out below.

Financial liabilities measured subsequently at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) heldfor-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification should be recognised in profit or loss as the modification gain or loss within other gains and losses.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position, when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

3 Material accounting policies (continued)

3.18 Corporate taxes

Corporate tax expense comprises current and deferred tax. Current tax expense (or benefit) is the tax payable (or receivable) on the current year's taxable income calculated using tax rates (and laws) enacted or substantively enacted by the end of the reporting period in each jurisdiction, adjusted for changes in deferred tax assets and liabilities. Current tax expense is recognised in the consolidated statement of profit or loss except when the tax relates to items directly recognised in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity respectively. Tax provisions are recognised for uncertain tax positions when it is probable that there will be a future outflow of funds to a tax authority, measured at the best estimate of the amount expected to become payable.

Deferred tax is recognised using the liability method on temporary differences arising between the carrying amounts of assets and liabilities in the consolidated financial statements and their tax bases. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted as at the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences, except for goodwill and temporary differences arising from the initial recognition of assets and liabilities in transactions that do not affect taxable or accounting profit. Deferred tax assets are only recognised for temporary differences to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax assets are reviewed at each reporting date and adjusted to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax relating to items recognised in other comprehensive income or equity are recognised in other comprehensive income or directly in equity respectively. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax liability has been recognized on the revaluation surplus with respect to their investment property existing as of the transition date.

4 Critical accounting judgements and key sources of estimation uncertainty

In the application of the accounting policies, which are described in note 3 to these consolidated financial statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is 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. The significant judgements and estimates made by management that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below:

4.1 Critical judgements in applying accounting policies

Judgements in determining the timing of satisfaction of performance obligations

In making their judgement, the Directors consider the detailed criteria for the recognition of revenue set out in IFRS 15, and in particular, whether the Group has satisfied the performance obligation by rendering the services to the customers. The management is satisfied that the recognition of revenue in the current year is appropriate.

Revenue recognition for leases

Rental income arising from operating leases on investment properties is recognised, net of discount, in accordance with the terms of lease contracts over the lease term on a straight line basis, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

4 Critical accounting judgements and key sources of estimation uncertainty (continued)

4.1 Critical judgements in applying accounting policies (continued)

Business model assessment

Classification and measurement of financial assets depends on the results of the SPPI and the business model test (please see financial assets sections of note 3.16). The Group determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment includes judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed and how the managers of the assets are compensated. The Group monitors financial assets measured at amortised cost or fair value through other comprehensive income that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the Group's continuous assessment of whether the business model for which the remaining financial assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business model and so a prospective change to the classification of those assets.

Classification of properties

Based on the management's intention at the time of acquisition of a property, it was decided to classify the property as either held for sale or held for development or held for rental or capital appreciation. The management changes the classification when the intention changes.

4.2 Key sources of estimation uncertainty

Discounting of lease payments

The lease payments are discounted using the Group's incremental borrowing rate ("IBR"). The weighted average lessee's incremental borrowing rate applied to lease liabilities recognised in the consolidated statement of financial position at the date of initial application is 5.06%.

Subsequent to the initial application, the management has reviewed the incremental borrowing rates and has found the incremental borrowing rates used by the Group to be appropriate, and hence, no adjustments are required on this account.

Management has applied judgements and estimates to determine the IBR at the commencement of lease.

Determination of lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

Calculation of loss allowance

When measuring ECL the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.

Useful lives of property, plant and equipment

Property, plant and equipment is depreciated over its estimated useful life, which is based on expected usage of the asset and expected physical wear and tear which depends on operational factors. The management has not considered any residual value as it is deemed immaterial.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

4 Critical accounting judgements and key sources of estimation uncertainty (continued)

4.2 Key sources of estimation uncertainty (continued)

Valuation of investment properties

The Group carries its investment properties at fair value, with changes in fair value being recognised in profit or loss. Land is valued using market comparable approach. Market comparable approach references to transactions involving properties of a similar nature, location and condition. Other investment properties are valued using the direct capitalisation method which is used to convert the estimate of a single year's income expectancy into an indication of value. The key assumptions used to determine the fair value of the properties are disclosed in Note 7.

Valuation of financial instruments

Management uses various valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case, management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

Sharjah - United Arab Emirates Notes to the Consolidated Financial Statements for the year ended 31 December 2025

Property, plant and equipment
5
Furniture, fixtures and office
equipment
Motor vehicles Other facilities Total
AED AED AED AED
Effect of foreign exchange rate differences
As at 1 January 2024
Additions
Cost
1,235,210
698
(331)
-
-
204,460
-
-
374,612
1,814,282
698
(331)
As at 31 December 2024 1,235,577 204,460 374,612 1,814,649
Effect of foreign exchange rate differences
Additions
108
273,541
-
-
-
-
108
273,541
As at 31 December 2025 1,509,226 204,460 374,614 2,088,300
Effect of foreign exchange rate differences
Accumulated depreciation
Depreciation expense
As at 1 January 2024
1,177,994
29,089
(337)
-
-
204,460
-
316,057
16,068
45,157
(337)
1,698,511
As at 31 December 2024 1,206,746 204,460 332,125 1,743,331
Effect of foreign exchange rate differences
Depreciation expense
30,250
108
-
-
-
15,960
46,210
108
As at 31 December 2025 1,237,104 204,460 348,085 1,789,649
As at 31 December 2024
Carrying amount
28,831 - 42,487 71,318
As at 31 December 2025 272,122 - 26,529 298,651

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

5 Property, plant and equipment (continued)
The depreciation charge has been allocated in the consolidated statement of profit or loss and other
comprehensive income as follows:
2025 2024
AED AED
General and administrative expenses (Note 23) 46,210 45,157
6 Leases (the Group as Lessee)
Right-of-use assets
Movement of the recognised right-of-use assets during the year: Office
premises
Total
AED AED
Fair value
As at 1 January 2024
Retirements during the year
Effect of foreign exchange rate differences
1,151,736
(410,408)
(2,066)
1,151,736
(410,408)
(2,066)
As at 31 December 2024 739,262 739,262
Additions during the year
Effect of foreign exchange rate differences
635,690
(1,269)
635,690
(1,269)
As at 31 December 2025 1,373,683 1,373,683
Accumulated depreciation
As at 1 January 2024
Charge for the year
Related to retirements during year
Effect of foreign exchange rate differences
706,669
174,880
(201,831)
(2,059)
706,669
174,880
(201,831)
(2,059)
As at 31 December 2024 677,659 677,659
Charge for the year
Effect of foreign exchange rate differences
125,419
231
125,419
231
As at 31 December 2025 803,309 803,309
Carrying amount
As at 31 December 2025 570,374 570,374
As at 31 December 2024 61,603 61,603

Sharjah - United Arab Emirates

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

6 Leases (the Group as Lessee) (continued)
Amounts recognised in profit or loss
2025 2024
AED AED
Interest expense on lease liabilities (Note 24) 13,324 6,962
Depreciation expense on right-of-use assets (Note 23) 125,419 174,880
7 Investment properties
Land Buildings Total
AED AED AED
Cost
As at 1 January 2024
Increase in fair value
Transfer from non - current asset held for sale (Note
27)
17,050,000
2,100,000
-
86,600,000
14,500,000
33,100,000
103,650,000
16,600,000
33,100,000
As at 31 December 2024 19,150,000 134,200,000 153,350,000
Additions
Increase in fair value
101,348
998,652
-
9,010,000
101,348
10,008,652
As at 31 December 2025 20,250,000 143,210,000 163,460,000
Carrying amount
As at 31 December 2025 20,250,000 143,210,000 163,460,000
As at 31 December 2024 19,150,000 134,200,000 153,350,000

The Group's investment properties consist of residential units and buildings, offices, warehouses and undeveloped parcels of land.

Investment properties located at Al Qasimia, Al Khan and Al Muweilah, Sharjah with carrying value of AED 84.47 million as at 31 December 2025 (2024: Investment properties located at Al Qasimia, Al Khan and Al Muweilah, Sharjah with carrying value of AED 78.4 million) have a first degree mortgage in favour of Sharjah Islamic Bank for the bank facilities (Note 19).

The Group has no restrictions on the realisability of its investment properties and there are no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance or enhancements, other than those against securities for the term loan (Note 19).

7 Investment properties (continued)

Investment properties are stated at fair value based on a valuation carried out by independent valuers as at 31 December 2025 and 31 December 2024. The significant inputs and assumptions are provided by management.

Land is valued using market comparable approach. Market comparable approach references to transactions involving properties of a similar nature, location and condition.

The most significant inputs with relation to the valuation of buildings, offices and warehouses, all of which are unobservable, are the estimated rental value, assumptions about vacancy levels, and the discount rate. The estimated fair value increases if the estimated rental increases, vacancy levels decline or if discount rate (market yields) decline. The overall valuation is sensitive to all three assumptions. Management considers the range of reasonably possible alternative assumptions is greatest for rental values and vacancy levels and that there is also an interrelationship between these inputs.

The fair values of the buildings, offices and warehouses are estimated using an income approach which capitalises the estimated rental income stream, net of projected operating costs, using a discount rate derived from market yields implied by recent transactions in similar properties. When the actual rent differs materially from the estimated rent, adjustments have been made to the estimated rental value. The estimated rental stream takes into account current occupancy level, estimates of future vacancy levels, the terms of in-place leases and expectations for rentals from future leases over the remaining economic life of the properties.

The Directors of the Group have reviewed the assumption and methodology used by the independent valuer and in their opinion the assumption and the methodology are reasonable as at the reporting date considering the current economic and real estate outlook of the UAE.

Management follows the accounting policy of carrying out the fair valuation of investment property on an annual basis.

Fair value hierarchy disclosures for investment properties are disclosed in Note 29.

The property rental income earned by the Group from its investment property, which is leased under operating leases on an annual basis and the repairs and maintenance expenses incurred are as follows:

2025 2024
AED AED
Rental income (Note 21) 11,236,419 10,193,038
Repair and maintenance expenses (Note 22) (583,782) (653,615)
Investments carried at fair value through other comprehensive income (FVTOCI)
2025 2024
AED AED
Quoted investments 17,861,612 11,942,692
Unquoted investments 2,821,688 2,523,964
20,683,300 14,466,656
2025 2024
AED AED
The movements of investments carried at FVTOCI are as follows:
Balance at the beginning of the year 14,466,656 14,599,128
Increase / (decrease) in fair value during the year 6,197,917 (52,242)
Disposal during the year - (39,883)
Foreign exchange loss during the year - net 18,727 (40,347)
20,683,300 14,466,656
The geographical distribution of investments carried at FVTOCI is
as follows:
In Kuwait 20,683,300 14,466,656

8 Investments carried at fair value through other comprehensive income (FVTOCI)

The above quoted investments are valued at the closing rate on 31 December 2025.

Fair value hierarchy disclosures for investments carried at fair value through other comprehensive income (FVTOCI) are disclosed in Note 29.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

9 Investments carried at fair value through profit or loss (FVTPL)

2025 2024
AED AED
Unquoted investments 419,959 160,246
419,959 160,246
2025 2024
AED AED
The movements of investments carried at FVTPL are as follows:
Balance at the beginning of the year 160,246 635,946
Increase in fair value during the year 159,436 593,767
Addition during the year 100,000 -
Disposals during the year - (1,069,044)
Foreign exchange loss during the year - net 277 (423)
419,959 160,246
The geographical distribution of investments carried at FVTPL is
as follows:
In United Arab Emirates 100,000 -
In Kuwait 319,959 160,246
419,959 160,246

Fair value hierarchy disclosures for investments carried at fair value through profit or loss (FVTPL) are disclosed in Note 29.

10 Related party balances and transactions

The Group enters into transactions with companies and entities that fall within the definition of a related party as contained in International Accounting Standard 24 Related Party Disclosures. Related parties comprise companies and entities under common ownership and/or common management and control, key management personnel, shareholders and the ultimate controlling party. The management decides on the terms and conditions of the transactions and services received/rendered from/to related parties as well as on other charges.

a) At the end of the reporting year, amounts due from related parties were as follows:

2025 2024
AED AED
Due from key management personnel
Receivable from Chief Executive Officer - 300,000

Sharjah - United Arab Emirates

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

10 Related party balances and transactions (continued)
b) At the end of the reporting year, amounts due to related parties were as follows:
2025 2024
AED AED
Due to key management personnel
Remuneration and sitting fees payable to directors 48,000 534,012
c) Transactions
During the year, the Group entered into the following transactions with the related parties:
2025 2024
AED AED
Advance to Chief Executive Officer 160,000 300,000
Repayment of advance from Chief Executive Officer 460,000 -
620,000 300,000
d) Compensation of key management personnel
The remuneration of Directors and other members of key management personnel during the year was as
follows:
2025 2024
AED AED
Salaries and other short-term benefits 1,376,497 1,362,770
Directors' sitting fee 48,000 28,012
End of service benefits
Directors' remuneration
42,000
-
41,551
900,000
1,466,497 2,332,333
11 Non-current assets held for sale
2025
AED
2024
AED
Balance at the beginning of the year - 33,100,000
Transfer to investment properties (Note 27) - (33,100,000)
Balance at the end of the year - -

11 Non-current assets held for sale (continued)

During the year ended 31 December 2023, the management had decided to dispose the investment properties located at Al Qasimia, Sharjah and Al Soor, Sharjah to settle the term loan liabilities. Accordingly, as at 31 December 2023, the investment properties and related assets amounting to AED 33,100,000 and liabilities amounting to AED 342,542 were classified as a disposal group and related income amounting to net AED 6,710,180 were classified as discontinued operations.

Management's intention to dispose these investment properties (Note 7) was changed vide board resolution dated 13 February 2025. Consequently, these were reclassified as Investment properties in the previous year ended 31 December 2024.

12 Trade and other receivables

2025 2024
AED AED
Trade receivables 1,547,086 1,464,692
Loss allowance (1,209,151) (1,151,823)
337,935 312,869
Prepayments 499,137 418,260
Deposits 65,061 82,526
VAT receivables 16,793 15,236
Other advances and receivables 10,128 12,023
929,054 840,914

Geographical details of trade receivables

2025 2024
AED AED
Primary Geographical Markets
Within UAE 1,547,086 1,464,692

The following table details the risk profile of trade receivables based on the Group's provision matrix. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer base.

Trade receivables – ageing analysis
31 December 2025 0-90 days 91-120 days More than 120
days
Total
AED AED AED AED
Estimated gross carrying
amount
174,364 57,535 1,315,187 1,547,086
Lifetime ECL - - 1,209,151 1,209,151
337,935

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

12 Trade and other receivables (continued)

Trade receivables – ageing analysis
31 December 2024 0-90 days 91-120 days More than 120
days
Total
AED AED AED AED
Estimated gross carrying
amount
179,602 65,488 1,219,602 1,464,692
Lifetime ECL - - 1,151,823 1,151,823
312,869
Total
AED
Balance as at 1 January 2024 1,192,992
Allowance for expected credit losses (Note 23) 164,329
Amounts written off (205,498)
Balance as at 31 December 2024 1,151,823
Allowance for expected credit losses (Note 23) 119,406
Amounts recovered (62,078)
Balance as at 31 December 2025 1,209,151

The Group is involved in certain legal proceedings arising in the normal course of business, primarily relating to the recovery of outstanding tenant receivables, including dishonoured cheques. While the ultimate outcome of these matters cannot presently be determined, management believes that the total exposure arising from these claims is not material to the Group's consolidated financial statements.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

13 Cash and cash equivalents

2025 2024
AED AED
Cash on hand 32,602 39,875
Bank balances 416,394 657,414
448,996 697,289

The carrying amount of cash and cash equivalents are denominated in the following currencies:

2025 2024
AED AED
Primary Geographical Markets
Emirati Dirham 427,360 655,104
Kuwaiti Dinar 21,636 42,185
448,996 697,289

The bank balances are also subject to impairment requirements of IFRS 9, however, balances with banks are assessed to have low credit risk of default since these banks are highly regulated by the Central Bank of United Arab Emirates and Kuwait. None of the balances with banks at the end of the reporting year are past due, and taking into account the historical default experience and the current credit ratings of the bank, the management of the Group have assessed that there is no impairment, and hence have not recorded any loss allowances on these balances.

14 Share capital

2025 2024
AED AED
Authorised, issued and paid up share capital:
78,901,086 shares of AED 1 each 78,901,086 78,901,086

The authorised, issued and fully paid share capital of the Entity consists of 78,901,086 fully paid ordinary shares with a par value of AED 1 each.

15 Statutory reserve

2025 2024
AED AED
Balance at the beginning of the year 34,869,340 33,190,039
Transfer from retained earnings 1,310,097 1,679,301
Balance at the end of the year 36,179,437 34,869,340

According to the Articles of Association of the Entity and the UAE Federal Law No. 32 of 2021, 10% of annual net profits is allocated to the statutory reserve. The transfer to statutory reserve may be suspended, when the reserve reaches 50% of the paid-up capital. This reserve is not available for distribution.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

16 Voluntary reserve

2025 2024
AED AED
Balance at the beginning of the year 15,188,398 13,509,097
Transfer from retained earnings 1,310,097 1,679,301
Balance at the end of the year 16,498,495 15,188,398

As required by the Group's Articles of Association, 10% of the Group's net profit for the year is required to be transferred to the voluntary reserve until such reserve equals one half of the Group's share capital. The reserve is available for distribution at the discretion of the shareholders' general assembly.

17 Employees' end-of-service benefits

2024
AED
859,179
68,848
(30,906)
999
898,120

Amounts required to cover end of service benefits at the consolidated statement of financial position date are computed pursuant to the applicable Labour Law based on the employees' accumulated period of service and current basic remuneration at the end of reporting year.

18 Lease liabilities

Lease liabilities recognized and maturity analysis:

2025
AED
2024
AED
Amount due for settlement within 12 months
Not later than 1 year (shown under current liabilities) 116,714 70,489
Amount due for settlement after 12 months
Later than 1 year and not later than 5 years (shown under non
current liabilities)
458,193 -
574,907 70,489
18 Lease liabilities (continued)
The movement in lease liabilities is as follows:
2025 2024
AED AED
As at the beginning of the year 70,489 407,533
Amortization of interest expense during the year (Note 24) 13,324 6,962
Additions during the year 635,690 -
Retirement of lease liabilities during the year - (200,408)
Repayment of lease liabilities during the year (129,513) (136,600)
Repayment of interest on lease liabilities during the year (13,324) (6,962)
Effect of foreign exchange differences
As at the end of the year
(1,759)
574,907
(36)
70,489
19 Bank borrowings
2025 2024
AED AED
Term loan 19,931,972 23,554,630
2025 2024
AED AED
Term loans movement during the year
Balance at the beginning of the year 23,554,630 27,177,289
Add: Amortisation of loan arrangement fee during the year 61,552 61,552
Add: Amortisation of interest expense during the year 1,410,781 2,043,876
Less: Repayment during the year
Balance at the end of the year
(5,094,991)
19,931,972
(5,728,087)
23,554,630
Presented in the consolidated statement of financial position as:
2025 2024
AED AED
Bank borrowings - non-current 16,247,761 19,870,419
Bank borrowings - current 3,684,211 3,684,211
19,931,972 23,554,630

In 2021, the Group entered into a "One-off Ijarah facility" arrangement with Sharjah Islamic Bank. The facility is repayable in equal semi-annual installments over a period of ten years plus profit rate of 6 months EIBOR + 2.5% p.a., with a floor of 4% p.a.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

19 Bank borrowings (continued)

The facility is secured against the following securities and guarantees:

a. First degree registered mortgage over certain properties in favour of Sharjah Islamic Bank (Note 7).

b. Assignment of fire insurance policy over Ijarah properties in favour of Sharjah Islamic Bank.

c. Cheque covering the total facility amount.

d. Notarised power of attorney in favour of Sharjah Islamic Bank or its appointed agent to manage certain properties and collect its rentals.

e. Assignment of rental cover from investment properties located at plot no. 213 in Al Soor, Sharjah, plot no. 216 in Al Majaz, Sharjah and plot no. 689/A/1 in Industrial Area 13, Sharjah. Out of said investment properties, the investment properties located at Al Majaz, Sharjah and Industrial Area 13, Sharjah have been sold.

20 Trade and other payables

2025 2024
AED AED
Trade payables 398,685 267,015
Contract liabilities - rent received in advance 1,320,883 1,138,401
Tenants' security deposits 1,004,345 1,056,373
Accrued expenses 954,091 1,391,621
3,678,004 3,853,410

21 Rental income

2025
AED
2024
AED
11,236,419 10,193,038
2025 2024
AED
AED

Primary Geographical Markets Within UAE 11,236,419 10,193,038

22 Repairs and maintenance expenses

2025 2024
AED AED
Waste water discharge 270,210 268,775
Building repairs 151,398 242,045
Others 162,174 142,795
583,782 653,615

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

23 General and administrative expenses
2025 2024
AED AED
Employee costs 2,443,366 2,744,442
Compensation of key management personnel (Note 10d) 1,466,497 2,332,333
Legal, license and professional 403,407 653,112
Utilities 267,667 268,939
General assembly expenses 162,400 80,307
Depreciation of right-of-use assets (Note 6) 125,419 174,880
Allowance for expected credit losses of trade receivables (Note 12) 119,406 164,329
Short term rent expense 100,012 130,590
Communication 62,502 66,354
Civil defense expenses 53,964 141,272
Depreciation of property, plant and equipment (Note 5) 46,210 45,157
Insurance 38,292 50,289
Loss on retirement of lease liabilities - 8,169
Other general and administrative expenses 118,746 187,884
5,407,888 7,048,057

24 Finance cost

2025 2024
AED AED
Interest on bank borrowing 1,410,781 2,043,876
Amortization of loan arrangement fee 61,552 61,552
Interest expense on lease liabilities (Note 18) 13,324 6,962
1,485,657 2,112,390

25 Basic and diluted earnings per share

2025 2024
AED AED
Basic and diluted earnings per share
Net profit for the year 13,174,539 16,696,855
Weighted average number of shares 78,901,086 78,901,086
Basic and diluted earnings per share 0.1670 0.2116

Basic earnings per share is calculated by dividing the profit after tax for the period by the weighted average number of shares outstanding at the end of the reporting period. The Group has not issued any instruments which would have a dilutive impact on earnings per share when exercised.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

26 Corporate taxes

Corporate tax expense recognised in profit or loss

2025 2024
AED AED
Current tax
In respect of the current year
Deferred tax
331,338 112,046
In respect of the current year 900,779 1,493,358
Adjustments to deferred tax attributable to changes in tax rates and
laws
- (178,466)
1,232,117 1,426,938

The corporate tax expense for the year can be reconciled to the accounting profit as follows:

2025 2024
AED AED
Profit before tax 14,406,656 18,123,793
Corporate tax expense calculated at 9% (2024: 9%) 1,296,599 1,631,141
Effect on deferred tax balances due to the change in corporate tax
rates
- (178,466)
Tax effect on basic tax exemption limit (33,750) (33,750)
Adjustment relating to previous year (22,116) -
Effect of different tax rates on subsidiary operating in other jurisdictions (6,621) 8,655
Others (1,995) (642)
Corporate tax expense recognised in profit or loss 1,232,117 1,426,938

The tax rate used for 2025 and 2024 reconciliations above is the corporate tax rate of 9% (2024: 9%) payable by corporate entities in on taxable profits under tax law in that jurisdiction.

Current tax assets and liabilities

2025 2024
AED AED
Current tax liabilities
Corporate tax payable 353,454 112,046

26 Corporate taxes (continued)

Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:

2025 2024
AED AED
Deferred tax liabilities 2,215,671 1,314,892
2,215,671 1,314,892
Above deferred tax liabilities relate to the following:
2025 2024
AED AED
Fair value gain on investment properties 2,394,779 1,494,000
Others (179,108) (179,108)
2,215,671 1,314,892

27 Assets classified as held for sale

During the year ended 31 December 2023, the management had decided to dispose the investment properties located at Al Qasimia, Sharjah and Al Soor, Sharjah to settle the term loan liabilities. Accordingly, as at 31 December 2023, the investment properties and related assets amounting to AED 33,100,000 (Note 11) and liabilities amounting to AED 342,542 were classified as a disposal group and related income amounting to net AED 6,710,180 were classified as Assets held for sale.

Management's intention to dispose these investment properties (Note 7) was changed vide board resolution dated 13 February 2025. Consequently, in the previous year these were reclassified as investment properties as at 31 December 2024.

28 Financial instruments and risk management

Material accounting policies

Details of material policies and methods adopted including the criteria for recognition for the basis of measurement in respect of each class of financial assets and financial liabilities are disclosed in Note 3 to the consolidated financial statements.

Sharjah - United Arab Emirates Notes to the Consolidated Financial Statements for the year ended 31 December 2025

28 Financial instruments and risk management (continued)

Categories of financial instruments

31 December 2025

31 December 2025
Financial assets Financial
liabilities
FVTPL FVTOCI Amortised cost Amortised cost Total
AED AED AED AED AED
Investments at fair value through other comprehensive income (FVTOCI) (Note 8) - 20,683,300 - - 20,683,300
Investments at fair value through profit or loss (FVTPL) (Note 9) 419,959 - - - 419,959
Trade and other receivables (Note 12) - - 413,124 - 413,124
Cash and cash equivalents (Note 13) - - 448,996 - 448,996
Due to a related party (Note 10) - - - 48,000 48,000
Lease liabilities (Note 18) - - - 644,048 644,048
Bank borrowings (Note 19) - - - 19,931,972 19,931,972
Dividend payable - - - 562 562
Trade and other payables (Note 20) - - - 2,357,121 2,357,121
419,959 20,683,300 862,120 22,981,703 44,947,082

Sharjah - United Arab Emirates Notes to the Consolidated Financial Statements for the year ended 31 December 2025

28 Financial instruments and risk management (continued)

31 December 2024

Financial assets Financial
liabilities
FVTPL FVTOCI Amortised cost Amortised cost Total
AED AED AED AED AED
Investments at fair value through other comprehensive income (FVTOCI) (Note 8) - 14,466,656 - - 14,466,656
Investments at fair value through profit or loss (FVTPL) (Note 9) 160,246 - - - 160,246
Due from a related party (Note 10) - - 300,000 - 300,000
Trade and other receivables (Note 12) - - 407,418 - 407,418
Cash and cash equivalents (Note 13) - - 697,289 - 697,289
Lease liabilities (Note 18) - - - 71,561 71,561
Bank borrowings (Note 19) - - - 23,554,630 23,554,630
Trade and other payables (Note 20) - - - 2,715,009 2,715,009
Dividend payable - - - 562 562
Due to a related party (Note 10) - - - 534,012 534,012
160,246 14,466,656 1,404,707 26,875,774 42,907,383

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

28 Financial instruments and risk management (continued)

Fair value measurements

The fair values of financial assets and financial liabilities are determined as follows:

  • The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market bid prices at the close of the business on the reporting date.
  • The fair values of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

Management considers that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values.

Financial risk management objectives

The Group's financial risk management policies set out the Group's overall business strategies and risk management philosophy. The Group's overall financial risk management program seeks to minimise potential adverse effects to the financial performance of the Group. The management carries out overall financial risk management covering specific areas, such as market risk (including foreign exchange risk and interest rate risk), credit risk, and liquidity risk and investing excess cash.

The Group's activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates.

The Group does not hold or issue derivative financial instruments for speculative purposes.

Interest risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's borrowings with floating interest rates. The Group's policy is to manage its interest cost using a mix of fixed and variable rate debts. Interest on financial instruments having floating rates is re-priced at intervals of less than one year and interest on financial instruments having fixed rate is fixed until the maturity of the instrument.

Interest rate sensitivity analysis

If interest rates had been 50 basis points higher/(lower) and all other variables were held constant, the Group's profit for the year then ended would (decrease)/increase by AED 102,534 (2024: (decrease)/increase by AED 118,125).

Market risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Market risk exposures are measured using sensitivity analysis. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk.

Foreign currency risk

The carrying amounts of the Group's foreign currency denominated monetary assets at the end of the reporting date are as follows:

2025 2024
AED AED
Assets
Kuwaiti Dinar 21,600,000 14,735,680

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

28 Financial instruments and risk management (continued)

The carrying amounts of the Group's foreign currency denominated monetary liabilities at the end of the reporting date are as follows:

2025 2024
AED AED
Liabilities
Kuwaiti Dinar 615,105 162,063

Foreign currency sensitivity analysis

The following table details the ARAM Group Company P.J.S.C. and its subsidiary's sensitivity to a 10% decrease in the AED against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A negative number below indicates a decrease in profit and other equity where the AED strengthens 10% against the relevant currency. For a 10% strengthening of the AED against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be positive.

2025 2024
AED AED
Profit and loss at the end of the year
Kuwaiti Dinar 2,098,490 1,457,362

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at 31 December 2025, the Group's maximum exposure to credit risk without taking into account any collateral held or other credit enhancements, which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties and financial guarantees provided by the Group arises from the carrying amount of the respective recognised financial assets as stated in the consolidated statement of financial position.

In order to minimise credit risk, the Group has tasked its management to develop and maintain the Group's credit risk gradings to categorise exposures according to their degree of risk of default. The credit rating information is supplied by independent rating agencies where available and, if not available, management uses other publicly available financial information and the Group's own trading records to rate its major customers and other debtors. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Group's current credit risk grading framework comprises the following categories:

Liquidity risk

Ultimate responsibility for liquidity risk management rests with the management which has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Liquidity risk - unclaimed dividend

The Securities and Commodities Authority (the Authority) issued its letter dated 30 April, 2023 reference number E.M.SH/KH/258/2023, stating that the Authority has been appointed to manage the uncollected profits of locally listed public joint stock companies prior to March 2015 and requires public joint stock companies to stop the company's procedures for distributing uncollected profits prior to March 2015 from receipt of the letter and to transfer the full value of uncollected profits prior to March 2015 to the Authority's account no later than 21 May, 2023. As on 31 December 2025, the remaining dues of the uncollected profits amounted to AED 562.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

28 Financial instruments and risk management (continued)

The table below summarises the maturity profile of the Group's financial instruments. The contractual maturities of the financial instruments have been determined on the basis of the remaining period at the reporting date to the contractual maturity date. The maturity profile is monitored by management to ensure adequate liquidity is maintained. The maturity profile of the financial assets and financial liabilities at the reporting date based on contractual repayment arrangements was as follows:

Interest bearing

Particulars On demand or
less than 3
months
Within 1 year More than 1
year
Total
As at 31 December 2025
Financial liabilities
Lease liabilities - 143,122 500,926 644,048
Bank borrowings - 3,684,211 16,247,761 19,931,972
- 3,827,333 16,748,687 20,576,020

Non-interest bearing

Particulars On demand or
less than 3
months
Within 1 year More than 1
year
Total
As at 31 December 2025
Financial assets
Investments at fair value through
other comprehensive income
(FVTOCI)
- - 20,683,300 20,683,300
Investments at fair value through
profit or loss (FVTPL)
- 419,959 - 419,959
Trade and other receivables 413,124 - - 413,124
Cash and cash equivalents 448,996 - - 448,996
862,120 419,959 20,683,300 21,965,379
Financial liabilities
Due to a related party - 48,000 - 48,000
Dividend payable - 562 - 562
Trade and other payables - 2,357,121 - 2,357,121
- 2,405,683 - 2,405,683

28 Financial instruments and risk management (continued)

Interest bearing
Particulars On demand or
less than 3
months
Within 1 year More than 1 year Total
As at 31 December 2024
Financial liabilities
Lease liabilities - 71,561 - 71,561
Bank borrowings - 3,684,211 19,870,419 23,554,630
- 3,755,772 19,870,419 23,626,191
Non-interest bearing
Particulars On demand or
less than 3
months
Within 1 year More than 1 year Total
As at 31 December 2024
Financial assets
Investments at fair value through
other comprehensive income
(FVTOCI)
- - 14,466,656 14,466,656
Investments at fair value through
profit or loss (FVTPL)
- 160,246 - 160,246
Due from a related party - 300,000 - 300,000
Trade and other receivables - 407,418 - 407,418
Cash and cash equivalents 697,289 - - 697,289
697,289 867,664 14,466,656 16,031,609
Financial liabilities
Due to a related party - 534,012 - 534,012
Dividend payable - 562 - 562
Trade and other payables - 2,715,009 - 2,715,009
- 3,249,583 - 3,249,583

28 Financial instruments and risk management (continued)

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the equity balance and complying with statutory requirements.

The capital structure of the Group include of share capital of AED 78,901,086 (2024: AED 78,901,086), statutory reserve of AED 36,179,437 (2024: AED 34,869,340), voluntary reserve of AED 16,498,495 (2024: AED 15,188,398), fair value reserve of AED 2,923,849 (2024: debit balance of AED 3,274,068), debit balance in foreign currency translation reserve of AED 719,978 (2024: AED 732,393) and retained earnings of AED 25,211,847 (2024: AED 14,657,502) as disclosed in the consolidated financial statements. The Group's total capital resources amount to AED 158,994,736 (2024: AED 139,609,865).

29 Fair value hierarchy

At year end, the Group held the following financial and non-financial assets measured at fair value:

Level 1 Level 2 Level 3 Total
AED AED AED AED
As at 31 December 2025
Financial assets:Investments carried at FVTPL
Unquoted shares
Investments carried at FVTOCI
- - 419,959 419,959
Quoted shares 17,861,612 - - 17,861,612
Unquoted shares
Non-financial assets:
- - 2,821,688 2,821,688
Investment properties - - 163,460,000 163,460,000
17,861,612 - 166,701,647 184,563,259
Level 1 Level 2 Level 3 Total
AED AED AED AED
As at 31 December 2024
Financial assets:
Investments carried at FVTPL
Unquoted shares
Investments carried at FVTOCI
- - 160,246 160,246
Quoted shares 11,942,692 - - 11,942,692
Unquoted shares
Non-financial assets:
- - 2,523,964 2,523,964
Investment properties - - 153,350,000 153,350,000
11,942,692 - 156,034,210 167,976,902

During the year, there were no transfers between the various levels of fair value measurements.

C. and its subsidiary
mpany P.J.S.
Group Co
M
A
AR

30 Segment reporting

The Group's activities comprise two main business segments: 1) real estate 2) investments. The details of segment revenue, result, assets and liabilities have been provided below:

31 December 2025 31 December 2024
Real estate Investments Total Real estate Investments Total
AED AED AED AED AED AED
Segment revenue 11,236,419 - 11,236,419 10,193,038 - 10,193,038
Segment other income 10,296,882 350,682 10,647,564 17,012,371 784,898 17,797,269
Segment expenses (7,477,327) - (7,477,327) (9,814,062) (52,452) (9,866,514)
Segment Profit 14,055,974 350,682 14,406,656 17,391,347 732,446 18,123,793
31 December 2025 31 December 2024
Real estate Investments Total Real estate Investments Total
AED AED AED AED AED AED
Segment assets 165,707,075 21,103,259 186,810,334 155,321,124 14,626,902 169,948,026
165,707,075 21,103,259 186,810,334 155,321,124 14,626,902 169,948,026
31 December 2025 31 December 2024
Real estate Investments Total Real estate Investments Total
AED AED AED AED AED AED
Segment liabilities 27,815,598 - 27,815,599 30,338,161 - 30,338,162
27,815,598 - 27,815,599 30,338,161 - 30,338,162

31 Uncertainty related to key estimates

Fair value of investments

The fair value of equities decreases as a result of changes in the levels of equity index and the value of individual stocks. The Group's listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities.

The effect on equity (fair value reserve) as a result of a change in the fair value of equity instruments quoted on the different stock exchange markets and held at FVTOCI at 31 December 2025, due to reasonably possible changes in the prices of these quoted shares held by the Group, with all other variables held constant, is as follows:

Market Index

Change in
market
prices
Effect on
equity (fair
value
reserve)
% AED
31 December 2025
Kuwait +5% 893,081
-5% (893,081)
31 December 2024 -
Kuwait +5% 597,135
-5% (597,135)

32 Seasonality of results

The Group's income consists of rental and investment income. Rental income is not significantly affected by any seasonal impact as it depends on annual lease contracts which are recognised in the consolidated statement of profit or loss and other comprehensive income on a straight-line method and in accordance with terms of these lease contracts. In addition, there is limited fluctuation on the rent rates where the Group's investment properties are located.

Investment income depends on market conditions, investment activities of the Group and declaration of profit by investee companies, which are of a variable in nature. Accordingly, results of investment income for the year ended 31 December 2025 are not comparable to those relating to the comparative period and are not indicative of the results that might be expected for the year ended 31 December 2026.

33 Operating lease commitments

2025
AED
2024
AED
Short term leases payable within one year
Short term leases payable after one year but within five years
143,122
500,926
71,561
-
644,048 71,561

34 Contingent liabilities and capital commitments

Except for the ongoing business obligations which are under normal course of business against which no loss is expected, there has been no other known contingent liability and commitment on Group's consolidated financial statements as of reporting date.

35 Events after the reporting period

Subsequent to the year end, on 21 January 2026, the Group executed revised financing arrangements with Sharjah Islamic Bank to formalise a newly obtained overdraft facility under an Ijara financing structure. The overdraft facility, which was made available subsequent to the reporting date, is being structured as a Shariacompliant Ijara arrangement secured by four properties. In connection with this restructuring, the mortgage terms over the existing secured properties were amended and an additional property located in Industrial Area 10 was included as security.

On 22 January 2026, the Group entered into a USD 6,000,000 term loan agreement with Prepaire Labs Holding Ltd. The loan bears interest at 6% per annum and has a tenure of 12 months. Repayment of the facility will be effected either through the issuance or transfer of shares within the loan term or by settlement of the principal amount in cash.