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TECOM GROUP PJSC Interim / Quarterly Report 2025

May 1, 2025

66431_rns_2025-05-01_566a8b18-c598-4eee-a14b-759d471d0e35.pdf

Interim / Quarterly Report

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TECOM GROUP PJSC AND ITS SUBSIDIARIES

Condensed interim consolidated financial statements

For the three-month period ended 31 March 2025

Condensed interim consolidated financial statements For the three-month period ended 31 March 2025

Contents Pages
Independent auditor's review report on condensed interim
consolidated financial statements
1
Condensed interim consolidated statement of financial position 2 - 3
Condensed interim consolidated statement of income 4
Condensed interim consolidated statement of comprehensive income 5
Condensed interim consolidated statement of changes in equity 6
Condensed interim consolidated statement of cash flows 7
Notes to the condensed interim consolidated financial statements 8 - 32

Review report on condensed interim consolidated financial statements to the board of directors and shareholders of TECOM Group PJSC

Introduction

We have reviewed the accompanying condensed interim consolidated statement of financial position of Tecom Group PJSC ("the Company") and its subsidiaries (together, "the Group") as at 31 March 2025 and the related condensed interim consolidated statements of income, comprehensive income, changes in equity and cash flows for the three-month period then ended and other explanatory notes. Management is responsible for the preparation and presentation of these condensed interim consolidated financial statements in accordance with International Accounting Standard 34, 'Interim Financial Reporting' ('IAS 34'). Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.

Scope of review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.

PricewaterhouseCoopers Limited Partnership Dubai Branch 1 May 2025

�=======----=

Murad Alnsour Registered Auditor Number 1301 Dubai, United Arab Emirates

31 March 31 December
2025 2024
Note AED'000 AED'000
(Reviewed) (Audited)
ASSETS
Non-current assets
Property and equipment 5 87,121 90,893
Intangible assets 16,455 16,688
Investment property 6 13,851,406 13,819,597
Derivative financial instruments 7 117,782 165,440
Other receivables 8 11,010 11,347
Unbilled receivables 9 855,176 821,126
Deferred tax assets 7 9,419 4,922
14,948,369 14,930,013
Current assets
Other receivables 8 104,608 106,814
Trade and unbilled receivables 9 176,677 181,757
Due from related parties 10 31,175 54,990
Cash and bank balances 11 925,147 1,017,039
1,237,607 1,360,600
Total assets 16,185,976 16,290,613

Condensed interim consolidated statement of financial position

31 March 31 December
2025 2024
Note AED'000 AED'000
(Reviewed) (Audited)
EQUITY AND LIABILITIES
EQUITY
Share capital 12 500,000 500,000
Statutory reserve 13 482,696 482,696
Hedge reserve 123,763 169,231
Retained earnings 5,516,629 5,555,767
Total equity 6,623,088 6,707,694
LIABILITIES
Non-current liabilities
Trade and other payables 18 2,497 2,728
Borrowings 14 5,215,963 5,213,253
Advances from customers 15 602,395 606,757
Project liabilities 16 794,494 786,913
Due to related parties 10 48,486 92,766
Derivative financial instruments 7 3,438 1,131
Employees' end-of-service benefits 47,085 46,733
Provision for other liabilities and charges 17 902,807 902,807
7,617,165 7,653,088
Current liabilities
Trade and other payables 18 300,433 330,330
Advances from customers 15 993,280 969,223
Current tax liabilities 23 48,659 38,222
Project liabilities 16 457,496 473,596
Due to related parties 10 117,999 90,604
Provisions for other liabilities and charges 17 27,856 27,856
1,945,723 1,929,831
Total liabilities 9,562,888 9,582,919
Total equity and liabilities 16,185,976 16,290,613
March
2025
AED'000
Three-month period ended 31
2024
AED'000
(Reviewed)
564,038
(185,381)
378,657
13,157
480,317 391,814
(44,533)
(8,989)
(3,685)
(56,936) (57,207)
423,381 334,607
19,236
(49,624)
(52,082) (30,388)
304,219
(11,691)
360,862 292,528
0.06
(Reviewed)
679,733
(215,050)
464,683
15,634
(44,812)
(12,124)
-
10,524
(62,606)
371,299
(10,437)
0.07

Condensed interim consolidated statement of income

Three-month period ended 31
March
2025 2024
Note AED'000 AED'000
(Reviewed) (Reviewed)
Profit for the period 360,862 292,528
Other comprehensive income
Items that may be subsequently reclassified
to profit or loss
Fair value (loss)/gain on cash flow hedges,
net of tax 7 (45,468) 23,274
Other comprehensive income
for the
period,
net of tax
(45,468) 23,274
Total comprehensive income for the
period 315,394 315,802

Condensed interim consolidated statement of comprehensive income

Condensed interim consolidated statement of changes in equity

Attributable to owners of the Company
Share Statutory Hedge Retained Total
Note capital reserve reserve earnings equity
AED'000 AED'000 AED'000 AED'000 AED'000
At 1 January 2024 (audited) 500,000 458,410 218,995 5,151,602 6,329,007
Profit for the period - - - 292,528 292,528
Other comprehensive income for the period - - 23,274 - 23,274
Total comprehensive income for the period - - 23,274 292,528 315,802
Transactions with owners:
Dividends declared 19 - - - (400,000) (400,000)
At 31 March 2024 (reviewed) 500,000 458,410 242,269 5,044,130 6,244,809
At 1 January 2025 (audited) 500,000 482,696 169,231 5,555,767 6,707,694
Profit for the period - - - 360,862 360,862
Other comprehensive income
for the period
Total comprehensive income for the period
-
-
-
-
(45,468)
(45,468)
-
360,862
(45,468)
315,394
Transactions with owners:
Dividends declared 19 - - - (400,000) (400,000)
At 31 March 2025 (reviewed) 500,000 482,696 123,763 5,516,629 6,623,088
Three-month period ended
31 March
2025 2024
Note AED'000 AED'000
(Reviewed) (Reviewed)
Cash flows from operating activities
Cash generated from operations 25 538,369 425,352
Payment of employees' end of service benefits (1,139) (87)
Net cash generated from operating activities 537,230 425,265
Cash flows from investing activities
Purchase of property and equipment 5 (4,443) (751)
Payments for investment property, net of
advances to contractors, project liabilities and
related provisions (178,203) (110,897)
Purchase of intangible assets (2,177) (1,360)
Movement in fixed deposits with maturities
greater than three months 11 - 140,000
Interest received 7,857 15,751
Net cash (used in)/generated from investing
activities (176,966) 42,743
Cash flows from financing activities
Interest paid (52,156) (39,670)
Payment for dividends 19 (400,000) (400,000)
Net cash used in financing activities (452,156) (439,670)
Net
(decrease)/increase
in cash and
cash equivalents (91,892) 28,338
Cash and cash equivalents, beginning of the
period 638,361 669,882
Cash and cash equivalents, end of the period 546,469 698,220

Condensed interim consolidated statement of cash flows

1 Legal status and activities

TECOM Group PJSC (the "Company") is a public joint stock with trade license number 577858 issued by the Department of Economy and Tourism in Dubai.

The Company was initially established as a limited liability company on 14 February 2006. The legal status of the Company was converted to a public joint stock company on 30 June 2022 by virtue of Company's shareholders resolution. On 5 July 2022, the Company listed its 12.5% ordinary shares on the Dubai Financial Market ("DFM" or the "Exchange") through an Initial Public Offering ("IPO").

The Company is domiciled in the United Arab Emirates (UAE) and its registered head office address is Commercial Building No. 1, Dubai Studio City, Dubai, P.O. Box 73000, Dubai, United Arab Emirates.

The principal activities of the Group are property leasing, development, facilities management and services.

The parent company is DHAM LLC (the "Parent Company"), which is a fully owned subsidiary of Dubai Holding Commercial Operations Group LLC (the "Intermediate Parent Company"). The Intermediate Parent Company is a fully owned subsidiary of Dubai Holding LLC (the "Ultimate Parent Company"). The "Ultimate Shareholder" of the Company was His Highness Sheikh Mohammed Bin Rashid Al Maktoum till 8 January 2023. On 8 January 2023, the Ultimate Shareholder and Ruler of Dubai issued Law No. 1 of 2023, transferring his direct ownership in the Ultimate Parent Company to the Government of Dubai. The Company and its subsidiaries are collectively referred to as the Group (the "Group").

Ownership %
2024
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
2025
100
100
100
Project management engineering and
100
Develop and lease properties and real estate
100
Incorporation and visa related services
100
100
100
Regional headquarters for real estate services
100
Develop properties and real estate services
100
Develop properties and real estate services
100
Develop properties and real estate services
100
100
Regional headquarters for real estate services

The Group consolidates investments in the following principal subsidiaries:

1 Legal status and activities (continued)

The Group only operates in the UAE and has no subsidiaries in foreign jurisdictions.

The Group has not purchased or invested in any shares for the three-month period ended 31 March 2025.

2 Material accounting policy information

2.1 Statement of compliance

The condensed interim consolidated financial statements of the Group have been prepared in accordance with the requirements of International Accounting Standard 34 'Interim Financial Reporting' ("IAS 34") and comply with the applicable requirements of the laws in the UAE.

No income of a seasonal nature was recorded in the condensed interim consolidated financial statements for the three-month period ended 31 March 2025. In addition, the results for the three-month period ended 31 March 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025.

These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's consolidated financial statements for the year ended 31 December 2024.

2.2 Basis of preparation

The condensed interim consolidated financial statements are presented in United Arab Emirates (AED) which is the Company's functional currency and the Group's presentation currency. All amounts have been rounded to the nearest AED thousands ('000s), unless stated otherwise.

The condensed interim consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments that are measured at fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The preparation of condensed interim consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the condensed interim consolidated financial statements are disclosed in Note 4.

2 Material accounting policy information (continued)

2.2 Basis of preparation (continued)

As at 31 March 2025, the Group's current liabilities exceeded its current assets. A significant portion of these current liabilities comprises non-financial liabilities, including operating lease advances and contract advances. Excluding these, the Group's current assets exceed current liabilities.

Certain comparative amounts have been reclassified in the notes to the condensed interim consolidated financial statements for the three-month period ended 31 March 2025 to conform to the presentation used in these condensed interim consolidated financial statements.

The same accounting policies and methods of computation, as well as assumptions, are followed in these condensed interim consolidated financial statements as compared to the most recent annual consolidated financial statements, except for the new policies, standards, and amendments adopted during the current period as outlined in note 2.3 of the condensed interim consolidated financial statements.

2.3 Application of new and revised IFRS Accounting Standards

(a) New and revised IFRS Accounting Standards applied with no material effect on the condensed interim consolidated financial statements

The following revised IFRS Accounting Standards, which became effective for annual periods beginning on or after 1 January 2025, has been adopted in these condensed interim consolidated financial statements. Its adoption has not had any material impact on the disclosures or on the amounts reported in these condensed interim consolidated financial statements.

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates relating to Lack of Exchangeability.

Other than the above, there are no other significant IFRS Accounting Standards and amendments that were effective for the first time for the financial year beginning on or after 1 January 2025.

  • 2 Material accounting policy information (continued)
  • 2.3 Application of new and revised IFRS Accounting Standards (continued)
  • (b) New and revised IFRS Accounting Standards in issue but not yet effective

At the date of authorisation of these condensed interim consolidated financial statements, the Group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:

Effective for annual
periods beginning
New and revised IFRS Accounting Standards on or after
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments:
Disclosures
regarding
the
classification
and
measurement of financial instruments 1 January 2026
Annual improvements to IFRS - Volume 11 1 January 2026
IFRS 18 Presentation and Disclosures in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027

Management anticipates that these new standards, interpretations and amendments will be adopted in the Group's condensed interim consolidated financial statements as and when they are applicable and adoption of these new standards, interpretations and amendments except for IFRS 18 will have no material impact on the condensed interim consolidated financial statements of Group in the period of initial application.

3 Financial risk management

3.1 Financial risk factors

The Group's operations and borrowings potentially expose it to a variety of financial risks: market risk (including fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating to fixed rates.

The condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual consolidated financial statements.

3 Financial risk management (continued)

3.2 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available. Management reviews cash flows at regular intervals.

3.3 Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Group's assets and liabilities that are measured at fair value at 31 March 2025:

Level 2
AED'000
(Reviewed)
Assets
Derivatives designated as cash flow hedges
117,782
Liabilities
Derivatives designated as cash flow hedges
3,438

The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2024:

Level 2
AED'000
(Audited)
Assets
Derivatives designated as cash flow hedges
165,440
Liabilities
Derivatives designated as cash flow hedges
1,131

4 Critical accounting estimates and judgements

The preparation of these condensed interim consolidated financial statements, requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 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 and in any future periods affected.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Group's consolidated financial statements for the year ended 31 December 2024.

5 Property and equipment

Building
interior
improvements,
furniture Computer Capital work
Note Buildings
AED'000
and fixtures
AED'000
hardware
AED'000
Motor vehicles
AED'000
Other assets
AED'000
in progress
AED'000
Total
AED'000
Cost
At 1 January 2024 (audited) 137,840 128,315 46,181 1,364 19,077 154 332,931
Additions - 4,425 534 - 1,364 - 6,323
Transfers from/(to) investment property 6 - 395 - - - (154) 241
Disposals - - (20) - - - (20)
Reclassifications (2,783) 2,783 - - - - -
Write-off - - - - (1,167) - (1,167)
At 31 December 2024 135,057 135,918 46,695 1,364 19,274 - 338,308
Additions - 4,229 214 - - - 4,443
Transfers to investment property 6 - (32,759) - - (3,011) - (35,770)
At 31 March 2025 135,057 107,388 46,909 1,364 16,263 - 306,981
Accumulated depreciation
At 1 January 2024 (audited) 55,611 123,195 44,775 986 14,905 - 239,472
Depreciation charge for the period 3,496 2,056 865 378 2,153 - 8,948
Transfers to investment property 6 - 182 - - - - 182
Disposals - - (20) - - - (20)
Write-off - - - - (1,167) - (1,167)
At 31 December 2024 59,107 125,433 45,620 1,364 15,891 - 247,415
Depreciation charge for the period 874 287 201 - 190 - 1,552
Transfers to investment property 6 - (28,048) - - (1,059) - (29,107)
At 31 March 2025 59,981 97,672 45,821 1,364 15,022 - 219,860
Net book value at 31 March 2025
(reviewed)
75,076 9,716 1,088 - 1,241 - 87,121
Net book value at 31 December 2024 (audited) 75,950 10,485 1,075 - 3,383 - 90,893

The depreciation charge for the three-month period ended 31 March 2025 is recognised under general and administrative expenses amounting to AED 1,552,000 (for the three-month period ended 31 March 2024: AED 2,477,000).

6 Investment property

Buildings and Right of use - Capital work in
Notes Land improvements Infrastructure land progress Total
AED'000 AED'000 AED'000 AED'000 AED'000 AED'000
Cost
At 1 January 2024 (audited) 3,687,468 10,521,991 3,244,663 - 3,599,897 21,054,019
Additions 414,162 1,353,806 - - 619,901 2,387,869
Transfers to related parties 10 - - - - (23,335) (23,335)
Transfers to property and equipment 5 - (395) - - 154 (241)
Transfers within other captions of investment property - 60,188 54,718 - (114,906) -
At 31 December 2024 4,101,630 11,935,590 3,299,381 - 4,081,711 23,418,312
Additions - 42,684 - - 95,223 137,907
Transfers from property and equipment 5 - 32,759 - 3,011 - 35,770
Transfers within other captions of investment property - 277,183 2,929 - (280,112) -
At 31 March 2025 4,101,630 12,288,216 3,302,310 3,011 3,896,822 23,591,989
Accumulated depreciation and impairment
At 1 January 2024 (audited) 1,946,344 4,614,437 1,102,968 - 1,525,728 9,189,477
Depreciation charge for the period - 357,229 52,191 - - 409,420
Transfers to property and equipment 5 - (182) - - - (182)
At
31 December 2024
1,946,344 4,971,484 1,155,159 - 1,525,728 9,598,715
Depreciation charge for the period - 99,823 12,854 84 - 112,761
Transfers from property and equipment 5 - 28,048 - 1,059 - 29,107
At 31 March 2025 1,946,344 5,099,355 1,168,013 1,143 1,525,728 9,740,583
Net book value at 31 March 2025 (reviewed) 2,155,286 7,188,861 2,134,297 1,868 2,371,094 13,851,406
Net book value at 31 December 2024
(audited)
2,155,286 6,964,106 2,144,222 - 2,555,983 13,819,597

The capital work-in-progress includes land, buildings and infrastructure under construction.

The depreciation charge for the three-month period ended 31 March 2025 is recognised under direct costs amounting to AED 112,761,000 (for the three-month period ended 31 March 2024: AED 98,494,000).

As at 31 March 2025, the estimated fair value of the Group's investment property is AED 27,874,364,000 (31 December 2024: AED 27,874,364,000).

No impairment indicators were observed for any classes of investment property during the three-month period ended 31 March 2025.

6 Investment property (continued)

The following amounts have been recognised in the condensed interim consolidated statement of income in respect of investment property:

Three-month period ended 31
March
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Operating lease income (Note 20)
Direct costs (including depreciation) arising from
591,412 496,185
investment property that generated operating lease
income
189,755 163,688

7 Derivative financial instruments

Notional
amount
Asset Liabilities
AED'000 AED'000 AED'000
At 31 March 2025
(Reviewed)
Designated as cash flow hedges
Interest rate swap contracts 3,415,992 117,782 3,438
At 31 December 2024
(Audited)
Designated as cash flow hedges
Interest rate swap contracts 3,531,268 165,440 1,131

The Group uses derivatives only for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedging criteria under IFRS Accounting Standards, they are classified as 'held for trading' for accounting purposes as required by IFRS Accounting Standards. In particular, the Group uses interest rate swaps to minimise the effect of interest rate fluctuations on its borrowings. The contracts entered into by the Group are principally denominated in AED. The fair values of these contracts are recorded in the condensed interim consolidated statement of financial position and is determined by reference to valuations by reputable external financial institutions.

Interest rate swaps are commitments to exchange one set of cash flows for another. The swaps result in an economic exchange of interest rates, no exchange of principal takes place. These swap transactions entitle the Group to receive or pay amounts derived from interest rate differentials between an agreed fixed interest rate and the applicable floating rate prevailing at the beginning of each interest period.

7 Derivative financial instruments (continued)

At 31 March 2025, the fixed interest rates vary from 1.52% to 4.37% per annum (31 December 2024: 1.52% to 4.37% per annum). The floating rates are linked to Emirates Interbank Offered Rate ("EIBOR").

Changes in the fair market values of interest rate swaps that are considered effective and designated as cash flow hedges are recognised in the hedge reserve in other comprehensive income. Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or loss. There was no ineffectiveness to be recorded from the cash flow hedges. The change in fair values of interest rate swaps designated as cash flow hedges for the three-month period ended 31 March 2025 amounted to a loss of AED 49,965,000 (for the three-month period ended 31 March 2024: a gain of AED 25,576,000). The related tax on the gain for the period is AED 4,497,000 (for the threemonth period ended 31 March 2024: AED 2,302,000), which has been set off against the fair value loss/gain disclosed in the other comprehensive income.

As at 31 March 2025, derivative financial instruments include interest rate swaps entered into with a related party financial institution, with a fair value of AED 44,691,000 (31 December 2024: AED 64,689,000).

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Advances to contractors and suppliers 54,230 53,035
Finance lease receivables 15,132 15,468
Prepayments 28,833 36,711
Other receivables 17,423 12,947
115,618 118,161
Less: non-current (11,010) (11,347)
Current 104,608 106,814

8 Other receivables

9 Trade and unbilled receivables

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Trade receivables 156,575 172,516
Less: loss allowance (76,924) (77,939)
79,651 94,577
Less: non-current - -
Current 79,651 94,577
Unbilled receivables - operating leases 1,007,671 963,331
Less: loss allowance (55,469) (55,025)
952,202 908,306
Less: non-current (855,176) (821,126)
Current 97,026 87,180
Trade and unbilled receivables
Current 176,677 181,757
Non-current 855,176 821,126
1,031,853 1,002,883

The fair values of trade and unbilled receivables approximate their carrying amounts.

Unbilled receivables arise on revenue recognition based on straight lining which is mainly driven by rent free periods and rent escalation as per the contracts.

The Group has a broad base of customers with no concentration of credit risk within trade receivables at 31 March 2025 and 31 December 2024. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable.

The provision against not past due receivables reflects loss allowance against specific customers considered having a higher probability of default. The creation and release of the loss allowance on receivables have been included in the condensed interim consolidated statement of income under general and administrative expenses. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. The majority of the Group's trade and unbilled receivables are denominated in AED.

10 Balances and transactions with related parties

Related parties comprise major shareholders, ultimate parent company, intermediate parent company, parent company and key management personnel and businesses which are controlled directly by the major shareholders or key management personnel. Related parties also include entities over which the ultimate parent company has control or significant influence. The term of the related party transactions are approved by the management.

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Parent Company 1,413 1,413
Other subsidiaries of the Parent Company 10,631 26,370
Other related parties 19,131 27,207
31,175 54,990

(a) Due from related parties

The fair values of due from related parties approximate their carrying amounts and are fully performing at 31 March 2025 and 31 December 2024.

Due from and due to related party balances are offset and the net amount is reported in the condensed interim 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 due from and due to balances simultaneously.

10 Balances and transactions with related parties (continued)

(b) Due to related parties

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Ultimate Parent Company 8,648 16,042
Other subsidiaries of the Parent Company 124,470 130,381
Other related parties 33,367 36,947
166,485 183,370
Less: non-current (48,486) (92,766)
Current 117,999 90,604

The payables to related parties arise mainly from purchase transactions and are noninterest bearing.

As at 31 March 2025, the amount due to related parties includes AED 96,026,000 (31 December 2024: AED 113,141,000), which pertains to obligations arising from the acquisition of investment property from fellow subsidiaries (Note 6). Of this amount, AED 48,486,000 (31 December 2024: AED 92,766,000) is classified as a non-current liability, representing the net present value of obligations with a repayment term of three years. This classification reflects the long-term nature of the liability, consistent with the terms of the underlying agreements, as repayment extends beyond one year.

(c) Related party transactions

Break up of other significant transactions with related parties in the normal course of the business is as follows:

Three-month period ended 31
March
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Transactions between related parties:
Dividends declared to Parent Company 350,000 350,000
Transfer of investment property to fellow
subsidiaries - 23,335
Settlement of outstanding balances to Ultimate
Parent Company and fellow subsidiary 38,751 13,033

10 Balances and transactions with related parties (continued)

(c) Related party transactions (continued)

Three-month period ended 31
March
2025 2024
AED'000
(Reviewed)
AED'000
(Reviewed)
Services provided to related parties included in
revenue:
Operating lease income from fellow subsidiaries and
others
7,409 7,455
Services income from the Parent Company and
fellow subsidiaries
1,301 1,384
Services provided by related parties included in
expenses:
Direct costs - operation and maintenance costs
- Entities under common control 30,940 25,410
- Other related parties 11,392 8,795
General and administrative expenses -
cost recharged
- Ultimate Parent Company 79 2
- Fellow subsidiaries 11,979 12,225
- Other related parties 563 -
Transactions with related party institution
Finance income 311 5,868
Finance costs and other bank charges 21,957 16,972

(d) Remuneration of key management personnel

The compensation to key management personnel of the Group is shown below:

Three-month period ended 31
March
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Salaries and other short-term employee benefits 10,496 9,519
End of service, termination and other
post-employment benefits
490 180
Board of Directors' remuneration 790 1,250
11,776 10,949

11 Cash and bank balances

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Cash on hand 545 594
Cash at banks
- Current account 235,924 437,767
- Fixed deposits 688,678 578,678
925,147 1,017,039

Cash and cash equivalents include the following for the purposes of the condensed interim consolidated statement of cash flows:

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Cash and bank balances
Fixed deposits with maturities greater than 3 months
925,147
(378,678)
1,017,039
(378,678)
546,469 638,361

Bank accounts are held with locally incorporated banks. Fixed deposits carry interest in the range of 3.85% to 5.05% (31 December 2024: 3.85% to 5.05%) per annum.

As at 31 March 2025, cash and bank balances include AED 208,508,000 (31 December 2024: AED 222,192,000) held with a related party financial institution.

12 Share capital

The total authorised and issued share capital of the Company comprises 5,000,000,000 shares (31 December 2024: 5,000,000,000 shares) of AED 0.10 each. All shares were fully paid-up.

13 Statutory reserve

In accordance with the UAE Federal Decree Law No. (32) of 2021 and Articles of Association, 10% of the profit for the year of the public joint stock company and 5% of the profit for the year of each UAE limited liability registered company are transferred to a statutory reserve, which is not distributable. Transfers to this reserve are required to be made until such time as it equals at least 50% of the paid-up share capital of the respective companies. Accordingly, for the year ending 31 December 2025, transfers to the statutory reserve are expected to be made by the individual entities within the Group at the end of the year in line with the aforementioned policy.

14 Borrowings

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Bank borrowings 5,250,000 5,250,000
Unamortised transaction costs (34,037) (36,747)
Carrying amount 5,215,963 5,213,253
Less: non-current (5,215,963) (5,213,253)
Current - -

As at 31 March 2025, the unamortised transaction costs amounted to AED 34,037,000 (31 December 2024: AED 36,747,000).

The purpose of the loan facility is to repay existing facilities and for general corporate purposes of the Group. The facility is repayable in a single bullet payment in 2028.

As at 31 March 2025, the Group has undrawn floating rate borrowing amounting to AED 2,350,000,000 from the above facility (31 December 2024: AED 2,350,000,000).

The Group has sufficient headroom to enable it to conform to covenants on its existing borrowings and sufficient working capital and undrawn financing facilities to service its operating activities and ongoing investments as at 31 March 2025 and 31 December 2024.

Below are major financial covenants as required by the terms of the facility:

  • (i) Leverage for each period not to exceed certain ratios as specified in the facility agreement.
  • (ii) Debt Service Cover Ratio not to be less than 1.20:1.
  • (iii) Minimum Net Worth in respect of any relevant period not to be less than AED 3,673,000,000 (or its equivalent in any other currency).

The Group has complied with all covenants in line with the borrowing facility agreements at each reporting period. The Group has not had any defaults of principal, interest or redemption amounts during the periods on its borrowed funds. Interest rates on the above bank borrowings ranged from 5.23% to 5.38% (31 December 2024: ranged from 5.59% to 6.35%) per annum.

Total borrowings of AED 5,250,000,000 (31 December 2024: AED 5,250,000,000) are subject to re-pricing within three months of the condensed interim consolidated balance sheet date. The Group's borrowings are denominated in AED.

As at 31 March 2025, borrowings include AED 2,086,385,000 (31 December 2024: AED 2,085,301,000) obtained from a related party financial institution.

15 Advances from customers

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Operating lease advances 1,294,323 1,269,066
Contract advances 44,294 44,154
Refundable deposits 257,058 262,760
1,595,675 1,575,980
Less: non-current (602,395) (606,757)
Current 993,280 969,223

Operating lease advances and contract advances represents amounts collected from customers in advance which are subsequently released to the condensed interim consolidated statement of income once the revenue recognition criteria are met.

16 Project liabilities

31 December
2024
AED'000 AED'000
(Reviewed) (Audited)
1,133,821
126,688
1,260,509
(786,913)
457,496 473,596
31 March
2025
1,123,295
128,695
1,251,990
(794,494)

Project payables include amounts contracted with a government authority to cover the Group's share of costs for roadworks serving the Group's developments. The present value of these payables is AED 888,593,000 (31 December 2024: AED 876,502,000). These costs are settled through agreed annual fixed installments and are recognized at the present value of the expected cash outflows, discounted at a rate of 6.49% (31 December 2024: 6.49%).

The fair value of non-current retentions payable is determined by discounting the gross value of these liabilities using a risk-free rate adjusted by a liability-specific discount rate of 5.39% (31 December 2024: 5.39%).

17 Provisions for other liabilities and charges

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Provision for infrastructure cost 902,807 902,807
Provision for terminations and legal claims 27,856 27,856
930,663 930,663
Less: non-current (902,807) (902,807)
Current 27,856 27,856

18 Trade and other payables

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Trade payables 90,554 89,494
Accrued expenses 180,363 216,218
Other payables 32,013 27,346
302,930 333,058
Less: non-current (2,497) (2,728)
Current 300,433 330,330

19 Dividends

At the Annual General Meeting held on 4 March 2024, shareholders approved the distribution of final cash dividends of AED 400,000,000 (AED 0.08 per share).

At the Annual General Meeting held on 10 March 2025, shareholders approved the distribution of dividends amounting to AED 400,000,000 (AED 0.08 per share).

20 Revenue

Three-month period ended 31
March
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Operating lease income (Note 6) 591,412 496,185
Service income 88,321 67,853
679,733 564,038

The payments for service income are received in advance and have no significant financing component.

The aggregate amount of sale price allocated to performance obligations that are unsatisfied/partially satisfied as at 31 March 2025 amounted to AED 44,294,000 (31 December 2024: AED 44,154,000). The Group expects to recognise revenue from these unsatisfied performance obligations over a period of 2 years.

21 Other operating income

Three-month period ended 31
March
2025
AED'000
2024
AED'000
(Reviewed) (Reviewed)
Cost recovery 8,665 7,856
Liabilities written back 5,898 4,481
Lease termination and other penalties 149 645
Others 922 175
15,634 13,157

22 General and administrative expenses

Three-month period ended 31
March
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Payroll and related costs 21,251 17,376
Management fees and consultancy 10,264 11,283
Information technology charges 4,711 4,423
Depreciation and amortisation 3,962 5,994
Administration fees 1,856 1,289
Communication 1,219 1,217
Reversal of loss allowance on receivables - net (571) (2,422)
Professional memberships 380 2,425
Others 1,740 2,948
44,812 44,533

23 Current income tax

On 9 December 2022, the United Arab Emirates (UAE) Ministry of Finance ("MoF") released Federal Decree-Law No 47 of 2022 on the Taxation of Corporations and Businesses, Corporate Tax Law ("CT Law") to enact a new CT regime in the UAE. The new CT regime has become effective for accounting periods beginning on or after 1 June 2023. As the Group's accounting year ends on 31 December, the first tax period will be the period from 1 January 2024 to 31 December 2024, with the respective tax return to be filed on or before 30 September 2025.

The taxable income of the entities that are in scope for UAE CT Law purposes will be subject to the rate of 9% corporate tax for mainland entities and where conditions are met, 0% for freezones.

The tax charge for the three-month period ended 31 March 2025 is AED 10,437,000 (for the three-month period ended 31 March 2024: AED 11,691,000), representing an Effective Tax Rate ("ETR") of 2.81% (for the three-month period ended 31 March 2024: 3.84%). The deviation from the UAE statutory tax rate (i.e. 9%) is primarily driven by subsidiaries operating in free zones that are subject to 0%.

24 Earnings per share

Basic earnings per share amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.

As there are no dilutive instruments outstanding, basic and diluted earnings per share are identical. The calculation of basic and diluted earnings per share attributable to the owners of the Company is based on the following data:

Three-month period ended 31
March
2025 2024
(Reviewed) (Reviewed)
Earnings
Earnings for the purpose of basic and diluted
earnings
per
share
(profit
for
the
period
attributable to owners of the Company) rounded to
the nearest AED'000 360,862 292,528
Weighted average number of shares
Weighted average number of ordinary shares for the
purpose of basic and diluted earnings per share
5,000,000,000 5,000,000,000
Basic and diluted earnings per share attributable
to Owners of the Company rounded to the
nearest Fil 0.07 0.06

25. Cash generated from operations

Three-month period ended 31
March
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Profit for the period 360,862 292,528
Adjustments for:
Depreciation and amortisation 116,723 104,488
Reversal of loss allowance on receivables - net (571) (2,422)
Provisions for end of service benefits and
other liabilities 1,491 4,397
Liabilities written back (5,898) (4,481)
Finance income (10,524) (19,236)
Finance costs 62,606 49,624
Income tax expense 10,437 11,691
535,126 436,589
Changes in operating assets and liabilities:
Trade and other receivables, before provision and
write-offs and excluding advances to contractors (16,277) (65,025)
Trade and other payables excluding project liabilities (4,524) 32,990
Due from related parties 23,815 10,733
Due to related parties 229 10,065
Cash generated from operations 538,369 425,352

26 Commitments

(a) Capital commitments

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Property and equipment 5,879 9,804
Intangible assets 7,940 10,332
Investment properties 541,247 496,655

26 Commitments (continued)

(b) Operating lease arrangements - the Group as lessor

Operating non-cancellable leases relate to the investment property owned by the Group with lease terms of between 1 to 5 years for building leases and between 20 to 50 years for land leases.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Later than 5 years 15,058,409 13,953,659
Later than 1 year and not later than 5 years 3,010,998 2,727,581
Not later than 1 year 841,040 762,767
18,910,447 17,444,007

(c) Operating lease arrangements - the Group as lessee

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Later than 1 year and not later than 5 years 2,765 3,043
Not later than 1 year 1,215 1,265
3,980 4,308

(d) Contingencies

31 March 31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Bank guarantees (i) 132,848 358,222
Letter of credits (ii) 43,164 43,164
  • (i) This represents bank guarantees provided to a related party for investment property acquired on deferred payment plan.
  • (ii) This pertains to letters of credit issued for construction of certain infrastructure costs of the Group.

27 Segment reporting

Information regarding the Group's reportable segments is set out below in accordance with IFRS 8 Operating Segments. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Group's Chief Executive Officer, as the chief operating decision maker, in order to allocate resources to the segment and to assess its performance. Information reported to the Group's Chief Executive Officer for the purpose of resource allocation and assessment of segment performance focuses on the financial performance of each business segment only. No information that includes the segments' assets and liabilities are reported to the Group's Chief Executive Officer.

The Group is organised into four reportable segments: (i) commercial leasing, (ii) industrial leasing, (iii) land leasing and (iv) services and others. The following describes the types of properties, products or services that fall within each of our financial segments:

  • Commercial leasing consists of built to lease and built to suit properties. Built to lease properties are our commercial properties which are typically developed for multiple tenants and are leased out to customers, and include office, retail space and business centres (built to lease). Built to suit properties typically represent our commercial properties where we were able to identify customers in advance of developing the property in order to build a single-tenant customised property that meet a customer's specifications, which are then leased out to them upon completion or similar properties (built to suit).
  • Industrial leasing consists of warehouses and staff accommodation (housing for businesses to accommodate their workers).
  • Land leasing consists of land leases. Our land leases represent land available within our business districts that already has or is expected to develop the necessary infrastructure (such as connecting roads, water, electricity and sewage) that allows us to lease the land. We have intentionally retained such land in order to be able to lease it to customers to suit their specific needs, such as manufacturing, commercial, retail, residential or academic purposes.
  • Services consist of fees from the services that we provide, including those generated from our AXS platform, venue management services, property management and leasing agreements and our in5 platform.
  • Other segments include businesses that individually do not meet the criteria of a reportable segment. These segments include operations and support functions.

The Group operates primarily in United Arab Emirates and accordingly no further geographical analysis of revenue and profit are given. Segment revenue reported represents revenue generated from customers and there were no intersegment sales.

The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment results represents the profit earned by each segment before interest, depreciation and amortisation. This is the measure reported to the Group's Chief Executive Officer for the purpose of resource allocation and assessment of segment performance.

27 Segment reporting (continued)

Information regarding these segments are as follows:

Commercial
leasing
AED'000
Land Industrial Services
leasing leasing and others Total
AED'000 AED'000 AED'000 AED'000
31 March 2025 (Reviewed)
Revenue
Direct cost
348,311
(58,664)
140,746
-
102,355
(17,522)
88,321
(14,628)
679,733
(90,814)
Other operating income 14,576 133 16 909 15,634
Other expenses (43,803) (8,482) (6,820) (5,344) (64,449)
Segment results before
interest and depreciation
and amortisation 260,420 132,397 78,029 69,258 540,104
Depreciation and amortisation (92,214) - (23,257) (1,252) (116,723)
Income tax expense (1,762) (6,681) (1,994) - (10,437)
166,444 125,716 52,778 68,006 412,944
Unallocated net finance cost (52,082)
Profit for the period 360,862
31 March 2024 (Reviewed)
Revenue 286,972 127,214 81,999 67,853 564,038
Direct cost (49,544) (502) (14,749) (10,063) (74,858)
Other operating income 12,548 586 - 23 13,157
Other expenses (44,450) (7,677) (6,600) (4,515) (63,242)
Segment results before
interest and depreciation
and amortisation 205,526 119,621 60,650 53,298 439,095
Depreciation and amortisation (79,877) - (23,063) (1,548) (104,488)
Income tax expense (1,313) (6,909) (1,576) (1,893) (11,691)
124,336 112,712 36,011 49,857 322,916
Unallocated net finance cost (30,388)
Profit for the period 292,528

Net finance costs are not allocated to operating segments and are therefore presented as unallocated in the segment disclosures.

No single customer contributed 10% or more to the Group's revenue.