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TECOM GROUP PJSC Interim / Quarterly Report 2025

Oct 30, 2025

66431_rns_2025-10-30_91992eca-87fc-4a50-a84e-bf6faa9173bf.pdf

Interim / Quarterly Report

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TECOM GROUP PJSC AND ITS SUBSIDIARIES

Condensed interim consolidated financial statements

For the nine-month period ended 30 September 2025

Condensed interim consolidated financial statements For the nine-month period ended 30 September 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

30
September
31 December
2025 2024
Note AED'000 AED'000
(Reviewed) (Audited)
ASSETS
Non-current assets
Property and equipment 5 87,055 90,893
Intangible assets 16,276 16,688
Investment property 6 14,233,360 13,819,597
Derivative financial instruments 7 80,042 165,440
Other receivables 8 9,407 11,347
Unbilled receivables 9 917,402 821,126
Deferred tax assets 7 12,838 4,922
15,356,380 14,930,013
Current assets
Other receivables 8 175,055 106,814
Trade and unbilled receivables 9 205,816 181,757
Due from related parties 10 41,371 54,990
Cash and bank balances 11 545,469 1,017,039
967,711 1,360,600
Total assets 16,324,091 16,290,613

Condensed interim consolidated statement of financial position

Condensed interim consolidated statement of financial posit
(confinmod)
30 September 31 December
2025 2024
Note AED'000 AED'000
(Reviewed) (Audited)
EQUITY AND LIABILITIES
EQUITY
Share capital 12
Statutory reserve 13 500,000
482,696
500,000
Hedge reserve 89,189 482,696
169,231
Retained earnings 5,866,429 5,555,767
Total equity 6,938,314 6,707,694
LIABILITIES
Non-current liabilities
Trade and other payables 18 2,048 2,728
Borrowings 14 5,221,287 5,213,253
Advances from customers 15 568,450 606,757
Project liabilities 16 719,350 786,913
Due to related parties 10 49,778 92,766
Derivative financial instruments 7 3,691 1,131
Employees' end-of-service benefits 47,602 46,733
Provision for other liabilities and charges 17 757,403 902,807
7,369,609 7,653,088
Current liabilities
Trade and other payables 18 279,056 330,330
Advances from customers 15 1,037,851 969,223
Current tax liabilities 23 33,432 38,222
Project liabilities 16 447,922 473,596
Due to related parties 10 140,014 90,604
Provisions for other liabilities and charges 17 77,893 27,856
2,016,168 1,929,831
Total liabilities 9,385,777 9,582,919
Total equity and liabilities 16,324,091 16,290,613
Nine-month period Three-month period
ended 30 September ended 30 September
2025 2024 2025 2024
Note AED'000 AED'000 AED'000 AED'000
(Reviewed) (Reviewed) (Reviewed) (Reviewed)
Revenue 20 2,113,340 1,758,664 724,177 610,905
Direct costs (711,791) (608,565) (261,361) (232,185)
Gross profit 1,401,549 1,150,099 462,816 378,720
Other operating income 21 73,689 112,563 34,319 76,295
1,475,238 1,262,662 497,135 455,015
Expenses
General and administrative 22 (133,337) (151,505) (48,612) (55,666)
Marketing and selling (32,932) (28,632) (8,880) (8,698)
Other operating - (3,685) - -
(166,269) (183,822) (57,492) (64,364)
Operating profit 1,308,969 1,078,840 439,643 390,651
Finance income 27,626 54,554 8,046 16,314
Finance costs (192,501) (159,853) (63,462) (54,062)
Finance costs -
net
(164,875) (105,299) (55,416) (37,748)
Profit before tax for the period 1,144,094 973,541 384,227 352,903
Income tax expense 23 (33,432) (30,862) (10,989) (13,268)
Profit for the period 1,110,662 942,679 373,238 339,635
Earnings per share attributable
to the owners of the company
Basic and diluted (AED) 24 0.22 0.19 0.07 0.07

Condensed interim consolidated statement of income

Nine-month period Three-month period
ended 30 September ended 30 September
2025 2024 2025 2024
Note AED'000 AED'000 AED'000 AED'000
(Reviewed) (Reviewed) (Reviewed) (Reviewed)
Profit for the period 1,110,662 942,679 373,238 339,635
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Fair value loss on cash
flow hedges, net of tax 7 (80,042) (80,121) (17,976) (82,640)
Other comprehensive income
for the period, net of tax (80,042) (80,121) (17,976) (82,640)
Total comprehensive income
for the period 1,030,620 862,558 355,262 256,995

Condensed interim consolidated statement of comprehensive income

Condensed interim consolidated statement of changes in equity

Attributable to owners of the Company
Note Share
capital
Statutory
reserve
Hedge
reserve
Retained
earnings
Total
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
- - - 942,679 942,679
Other comprehensive
income
for the period
- - (80,121) - (80,121)
Total comprehensive income for the period - - (80,121) 942,679 862,558
Transactions with owners:
Dividends declared 19 - - - (800,000) (800,000)
At 30
September
2024
(Reviewed)
500,000 458,410 138,874 5,294,281 6,391,565
At 1 January 2025 (Audited) 500,000 482,696 169,231 5,555,767 6,707,694
Profit for the period - - - 1,110,662 1,110,662
Other comprehensive income for the period - - (80,042) - (80,042)
Total comprehensive income for the period - - (80,042) 1,110,662 1,030,620
Transactions with owners:
Dividends declared 19 - - - (800,000) (800,000)
At 30
September
2025 (Reviewed)
500,000 482,696 89,189 5,866,429 6,938,314
Nine-month period ended
30
September
2025 2024
Note AED'000 AED'000
(Reviewed) (Reviewed)
Cash flows from operating activities
Cash generated from operations 25 1,573,379 1,326,417
Payment of income tax 23 (38,222) -
Payment of employees' end of service benefits (2,127) (968)
Net cash generated from operating activities 1,533,030 1,325,449
Cash flows from investing activities
Purchase of property and equipment 5 (8,125) (4,778)
Payments for investment property, net of
advances to contractors and project liabilities (1,058,405) (1,141,228)
Purchase of intangible assets (6,752) (4,784)
Movement in fixed deposits with maturities
greater than three months 11 161,200 312,900
Interest received 29,466 64,464
Net cash used in
investing activities
(882,616) (773,426)
Cash flows from financing activities
Proceeds from borrowings - 250,000
Interest paid (160,784) (127,371)
Payment for dividends 19 (800,000) (800,000)
Net cash used in financing activities (960,784) (677,371)
Net
decrease
in cash and cash equivalents
(310,370) (125,348)
Cash and cash equivalents, beginning of the period 638,361 669,882
Cash and cash equivalents, end of the period 327,991 544,534
Significant non-cash transactions:
Additions to investment property arising from
lease terminations - 65,670

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 %
Name of the entity
Nature of business
30
September
2025
31
December
2024
TECOM Investments FZ-LLC Develop and lease properties 100 100
Dubai Industrial City LLC Develop and lease properties 100 100
Dubai Design District FZ-LLC Develop and lease properties 100 100
Project management engineering and
Tamdeen LLC feasibility studies 100 100
Dubai Design District Develop and lease properties and real
Hospitality FZ-LLC estate services 100 100
AXS FZ-LLC Incorporation and visa related services 100 100
DMC Butterfly Building FZ-LLC Real estate services 100 100
Innovation Hub FZ-LLC Real estate services 100 100
Regional headquarters for real estate
IN5 FZ-LLC services 100 100
DIC 1 FZ-LLC Develop properties and real estate services 100 100
DIC 2 FZ-LLC Develop properties and real estate services 100 100
DKV 1 FZ-LLC Develop properties and real estate services 100 100
Innovation Hub Phase 1 FZ-LLCReal estate services 100 100
Regional headquarters for real estate
Dquarters FZ-LLC services 100 100

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 nine-month period ended 30 September 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 nine-month period ended 30 September 2025. In addition, the results for the nine-month period ended 30 September 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 Dirham (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/received 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 30 September 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 nine-month period ended 30 September 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 30 September 2025:

Level 2
AED'000
(Reviewed)
Assets
Derivatives designated as cash flow hedges
80,042
Liabilities
Derivatives designated as cash flow hedges
3,691

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 remain consistent with those disclosed in the consolidated financial statements for the year ended 31 December 2024, except for the reassessment of provisions related to infrastructure costs.

Change in accounting estimate

During the nine-month period ended 30 September 2025, the Group performed a reassessment of its infrastructure cost estimates. This reassessment resulted in an increase in the carrying amount of investment property and the related provision for infrastructure costs by AED 68,000 thousand (Note 17).

The revision was primarily driven by updated assumptions regarding the historical cost of construction. An increase in the cost of constructing comparable infrastructure assets in recent periods was a key factor for the revised estimates.

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 (Audited) 135,057 135,918 46,695 1,364 19,274 - 338,308
Additions - 7,076 570 479 - - 8,125
Disposals - - - (948) (426) - (1,374)
Transfers to investment property 6 - (32,759) (30) - (3,011) - (35,800)
At 30
September
2025 (Reviewed)
135,057 110,235 47,235 895 15,837 - 309,259
Accumulated depreciation
At 1 January 2024 (Audited) 55,611 123,195 44,775 986 14,905 - 239,472
Depreciation charge for the year 3,496 2,056 865 378 2,153 - 8,948
Transfers from investment property 6 - 182 - - - - 182
Disposals - - (20) - - - (20)
Write-off - - - - (1,167) - (1,167)
At 31 December 2024 (Audited) 59,107 125,433 45,620 1,364 15,891 - 247,415
Depreciation charge for the period 2,025 2,121 551 48 525 - 5,270
Disposals - - - (948) (426) - (1,374)
Transfers to investment property 6 - (28,048) - - (1,059) - (29,107)
At 30
September
2025 (Reviewed)
61,132 99,506 46,171 464 14,931 - 222,204
Net book value at 30
September
2025
(Reviewed)
73,925 10,729 1,064 431 906 - 87,055
Net book value at 31 December 2024 (Audited) 75,950 10,485 1,075 - 3,383 - 90,893

The depreciation charge for the nine-month period ended 30 September 2025 is recognised under general and administrative expenses amounting to AED 5,270 thousand (for the nine-month period ended 30 September 2024: AED 7,001 thousand).

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)/from property and equipment 5 - (395) - - 154 (241)
Transfers within other captions of investment property - 60,188 54,718 - (114,906) -
At 31 December 2024 (Audited) 4,101,630 11,935,590 3,299,381 - 4,081,711 23,418,312
Additions 413,416 132,979 - - 210,018 756,413
Transfers from property and equipment 5 - 32,789 - 3,011 - 35,800
Transfers within other captions of investment property - 420,589 6,974 - (427,563) -
At 30
September
2025 (Reviewed)
4,515,046 12,521,947 3,306,355 3,011 3,864,166 24,210,525
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 year - 357,229 52,191 - - 409,420
Transfers to property and equipment 5 - (182) - - - (182)
At 31 December 2024 (Audited) 1,946,344 4,971,484 1,155,159 - 1,525,728 9,598,715
Depreciation charge for the period - 310,436 38,656 251 - 349,343
Transfers from property and equipment 5 - 28,048 - 1,059 - 29,107
At 30
September
2025 (Reviewed)
1,946,344 5,309,968 1,193,815 1,310 1,525,728 9,977,165
Net book value at 30
September
2025
(Reviewed)
2,568,702 7,211,979 2,112,540 1,701 2,338,438 14,233,360
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.

During the nine-month period ended 30 September 2025, the Group acquired investment property from fellow subsidiaries for a total consideration of AED 410,920 thousand (for the nine-month period ended 30 September 2024: AED 957,012 thousand), recorded in accordance with the Group's accounting policy (Note 10).

The depreciation charge for the nine-month period ended 30 September 2025 is recognised under direct costs amounting to AED 349,343 thousand (for the nine-month period ended 30 September 2024: AED 300,942 thousand).

As at 30 September 2025, the estimated fair value of the Group's investment property is AED 28,287,780 thousand (31 December 2024: AED 27,874,364 thousand).

No impairment indicators were observed for any classes of investment property during the nine-month period ended 30 September 2025.

6 Investment property (continued)

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

Nine-month period ended
30
September
2025
AED'000
2024
AED'000
(Reviewed) (Reviewed)
Operating lease income (Note 20)
Direct costs (including depreciation) arising from
investment property that generated operating
1,837,203 1,555,107
lease income 625,430 537,114

7 Derivative financial instruments

Notional
amount Asset Liabilities
AED'000 AED'000 AED'000
At 30
September
2025
(Reviewed)
Designated as cash flow hedges
Interest rate swap contracts 3,077,213 80,042 3,691
At 31 December 2024
(Audited)
Designated as cash flow hedges
Interest rate swap contracts 3,531,268 165,440 1,131

At 30 September 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 significant ineffectiveness arising from cash flow hedges; any amounts were immaterial. The change in fair values of interest rate swaps designated as cash flow hedges for the nine-month period ended 30 September 2025 amounted to a loss of AED 87,958 thousand (for the nine-month period ended 30 September 2024: AED 88,045 thousand). The related tax on the loss for the period is AED 7,916 thousand (for the nine-month period ended 30 September 2024: AED 7,924 thousand), which has been set off against the fair value loss disclosed in the other comprehensive income.

As at 30 September 2025, derivative financial instruments include interest rate swaps entered into with a related party financial institution, with a fair value of AED 29,537 thousand (31 December 2024: AED 64,689 thousand).

8 Other receivables

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Advances to contractors and suppliers 133,988 53,035
Prepayments 26,566 36,711
Finance lease receivables 13,529 15,468
Other receivables 10,379 12,947
184,462 118,161
Less: non-current (9,407) (11,347)
Current 175,055 106,814

9 Trade and unbilled receivables

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Trade receivables 150,101 172,516
Less: loss allowance (69,269) (77,939)
Trade receivables (Current) 80,832 94,577
Unbilled receivables - operating leases 1,094,630 963,331
Less: loss allowance (52,244) (55,025)
1,042,386 908,306
Less: non-current (917,402) (821,126)
Current 124,984 87,180
Trade and unbilled receivables
Current 205,816 181,757
Non-current 917,402 821,126
1,123,218 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.

9 Trade and unbilled receivables (continued)

The Group has a broad base of customers with no concentration of credit risk within trade receivables at 30 September 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 the expected credit loss for specific customers identified as having increased credit risk, where collection is considered doubtful, based on forward-looking information and in accordance with the Group's expected credit loss policy. 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 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 terms of the related party transactions are approved by the management.

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Parent Company 1,423 1,413
Other subsidiaries of the Parent Company 24,946 26,370
Other related parties 15,002 27,207
41,371 54,990

(a) Due from related parties

The fair values of due from related parties approximate their carrying amounts and are fully performing at 30 September 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

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Ultimate Parent Company 12,189 16,042
Other subsidiaries of the Parent Company 125,262 130,381
Other related parties 52,341 36,947
189,792 183,370
Less: non-current (49,778) (92,766)
Current 140,014 90,604

The payables to related parties primarily arise from services rendered by those parties in the normal course of business. These balances are non-interest bearing and are settled under standard commercial terms.

As at 30 September 2025, the amount due to related parties includes AED 97,319 thousand (31 December 2024: AED 113,141 thousand), which pertains to obligations arising from the acquisition of investment property from fellow subsidiaries (Note 6). Of this amount, AED 49,778 thousand (31 December 2024: AED 92,766 thousand) 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) The Group enters into transactions with entities related to the government other than those already disclosed in these condensed interim consolidated financial statements. These transactions primarily comprise utility supply, regulatory services, and banking activities, as well as arrangements relating to the Group's share of infrastructure and roadwork costs benefiting its developments.

10 Balances and transactions with related parties (continued)

(d) Related party transactions

Details of other significant transactions with related parties in the normal course of the business are as follows:

Nine-month period ended
30
September
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Transactions between related parties:
Dividends declared to Parent Company 700,000 700,000
Acquisition of investment property from fellow
subsidiaries 410,921 957,012
Transfer of investment property to fellow
subsidiaries (Note 6) - 23,335
Services provided to related parties included in
revenue:
Operating lease income from fellow subsidiaries and
others 36,413 34,081
Services income from fellow subsidiaries and others 3,919 5,383
Services provided by related parties included in
expenses:
Direct costs - operation and maintenance costs
- Fellow subsidiaries 11,139 9,694
- Entities under common control 97,535 84,008
- Other related parties 49,201 46,239
General and administrative expenses -
cost recharged
- Ultimate Parent Company 753 318
- Fellow subsidiaries 39,143 35,172
- Other related parties 2,189 1,306
Transactions with related party financial
institution
Finance income 6,042 18,871
Finance costs and other bank charges 63,540 52,429

10 Balances and transactions with related parties (continued)

(e) Remuneration of key management personnel

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

Nine-month period ended
30 September
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Salaries and other short-term employee benefits 16,820 16,679
End of service, termination and other
post-employment benefits 772 837
Board of Directors' remuneration 4,390 6,240
21,982 23,756

(f) During the period, the Group entered into a land acquisition agreement with a related party for a total consideration of AED 1,556,799 thousand. The first instalment of AED 410,921 thousand was paid and recorded as additions to investment property (Note 6). The remaining commitment of AED 1,145,878 thousand is disclosed under capital commitments (Note 26.a), and a related bank guarantee of AED 1,167,600 thousand has been issued in connection with this transaction (Note 26.d).

11 Cash and bank balances

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Cash on hand 565 594
Cash at banks
- Current account 227,426 437,767
- Fixed deposits 317,478 578,678
545,469 1,017,039

11 Cash and bank balances (continued)

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

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Cash and bank balances 545,469 1,017,039
Fixed deposits with maturities greater
than three months (217,478) (378,678)
327,991 638,361

Bank accounts are held with locally incorporated banks. Fixed deposits carry interest in the range of 3.85% to 4.50% (31 December 2024: 3.85% to 5.05%) per annum.

As at 30 September 2025, cash and bank balances include AED 111,834 thousand (31 December 2024: AED 222,192 thousand) 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 UAE Federal Decree Law No. (32) of 2021 and Articles of Association, 10% of the annual profit of the public joint stock company and 5% of the annual profit of each UAE limited liability company are required to be transferred to a statutory reserve, which is not distributable. Transfers to this reserve shall continue until such time as it equals at least 50% of the paid-up share capital of the respective companies. No transfers have been made during the nine-month period ended 30 September 2025, as such transfers are effected at year-end upon determination of the annual profits, in line with the aforementioned requirements.

14 Borrowings

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Bank borrowings 5,250,000 5,250,000
Unamortised transaction costs (28,713) (36,747)
Carrying amount 5,221,287 5,213,253
Less: non-current (5,221,287) (5,213,253)
Current - -

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

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 30 September 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 thousand (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.

The Group's borrowings are denominated in AED and bear interest at a fixed margin of 1% plus the prevailing three-month EIBOR, with the floating component subject to repricing every three months from the reporting date. Interest rates on these borrowings ranged from 4.98% to 5.38% per annum (31 December 2024: ranged from 5.38% to 6.35% per annum).

As at 30 September 2025, borrowings include AED 2,100,000 thousand (31 December 2024: AED 2,100,000 thousand) obtained from a related party financial institution.

15 Advances from customers

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Operating lease advances 1,293,740 1,269,066
Refundable deposits 265,909 262,760
Contract advances 46,652 44,154
1,606,301 1,575,980
Less: non-current (568,450) (606,757)
Current 1,037,851 969,223

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

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Project payables 1,040,940 1,133,821
Retentions payable 126,332 126,688
1,167,272 1,260,509
Less: non-current (719,350) (786,913)
Current 447,922 473,596

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 814,741 thousand (31 December 2024: AED 876,502 thousand). These costs are settled through agreed annual fixed installments of AED 102,723 thousand and are recognised at the present value of the expected cash outflows, discounted at a rate of 6.49% (31 December 2024: 6.49%).

During the period, the Group made payments amounting to AED 78,206 thousand (ninemonth period ended 30 September 2024: AED 23,100 thousand) to a government-related entity towards the construction of substations serving the Group's developments.

17 Provisions for other liabilities and charges

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Provision for infrastructure cost 807,440 902,807
Provision for terminations and legal claims 27,856 27,856
835,296 930,663
Less: non-current (757,403) (902,807)
Current 77,893 27,856

During the period, the provision for infrastructure costs decreased due to actual work performed, partially offset by a change in estimate of AED 68,000 thousand related to the substation construction (Note 4).

18 Trade and other payables

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Trade payables 90,295 89,494
Accrued expenses 156,745 216,218
Other payables 34,064 27,346
281,104 333,058
Less: non-current (2,048) (2,728)
Current 279,056 330,330

19 Dividends

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

On 1 August 2024, the Board of Directors approved the distribution of interim cash dividends of AED 400,000 thousand (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 thousand (AED 0.08 per share).

On 31 July 2025, the Board of Directors approved the distribution of interim cash dividends of AED 400,000 thousand (AED 0.08 per share).

20 Revenue

Nine-month period Three-month period
ended 30 September ended 30 September
2025 2024 2025 2024
AED'000 AED'000 AED'000 AED'000
(Reviewed) (Reviewed) (Reviewed) (Reviewed)
Operating lease income (Note 6) 1,837,203 1,555,107 628,940 537,570
Service income 276,137 203,557 95,237 73,335
2,113,340 1,758,664 724,177 610,905

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 or partially satisfied as at 30 September 2025 amounted to AED 46,652 thousand (31 December 2024: AED 44,154 thousand; 1 January 2024: 42,144 thousand). The Group expects to recognise revenue from these unsatisfied performance obligations over a period of 2 years.

Nine-month period ended 30 September Three-month period ended 30 September 2025 2024 2025 2024 AED'000 AED'000 AED'000 AED'000 (Reviewed) (Reviewed)(Reviewed) (Reviewed) Cost recovery 27,369 21,572 10,474 8,350 Liabilities written back 30,182 12,569 19,416 980 Lease termination and other penalties 13,210 76,850 3,754 65,973 Others 2,928 1,572 675 992 73,689 112,563 34,319 76,295

21 Other operating income

Nine-month period Three-month period
ended 30 September ended 30 September
2025 2024 2025 2024
AED'000 AED'000 AED'000 AED'000
(Reviewed) (Reviewed) (Reviewed) (Reviewed)
Payroll and related costs 64,248 57,492 21,210 21,771
Management fees and consultancy 32,320 33,595 11,621 11,927
Information technology charges 13,879 12,235 4,603 4,505
Depreciation and amortisation 12,434 15,483 4,237 4,079
Administration fees 6,326 3,945 2,425 1,401
Professional memberships 5,561 8,028 3,045 3,085
Communication 3,323 3,242 1,063 927
(Reversal of)/provisions for loss
allowance on receivables - net (11,451) 3,602 (2,681) 2,120
Others 6,697 13,883 3,089 5,851
133,337 151,505 48,612 55,666

22 General and administrative expenses

23 Current income tax

On 9 December 2022, the United Arab Emirates (UAE) Ministry of Finance issued Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses ("Corporate Tax Law"), introducing a federal corporate tax regime effective for accounting periods beginning on or after 1 June 2023.

The Group's first tax period was from 1 January 2024 to 31 December 2024. The taxable income of the entities that are in scope for UAE Corporate Tax Law purposes is subject to corporate tax at the rate of 9% for mainland entities and, where conditions are met, 0% for freezone entities.

During the nine-month period ended 30 September 2025, the Group filed its corporate tax return for the year ended 31 December 2024 and paid corporate tax of AED 38,222 thousand to the Federal Tax Authority.

The tax charge for the nine-month period ended 30 September 2025 is AED 33,432 thousand (nine-month period ended 30 September 2024: AED 30,862 thousand), representing an Effective Tax Rate (ETR) of 2.92% (nine-month period ended 30 September 2024: 3.17%). The deviation from the UAE statutory tax rate of 9% is primarily driven by subsidiaries operating in free zones that are subject to 0% corporate tax.

Deferred tax assets continue to be recognised for temporary differences in accordance with IAS 12.

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:

Nine-month period
ended 30
September
Three-month period
ended 30 September
2025 2024 2025 2024
(Reviewed) (Reviewed) (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
1,110,662 942,679 373,238 339,635
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 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
0.22 0.19 0.07 0.07

25. Cash generated from operations

Nine-month period ended
30
September
2025 2024
AED'000 AED'000
(Reviewed) (Reviewed)
Profit for the period 1,110,662 942,679
Adjustments for:
Depreciation and amortisation 361,777 316,425
Reversal of/provisions for loss allowance on
receivables - net (11,451) 3,602
Provisions for end of service benefits and other
liabilities 2,996 7,007
Lease terminations - (65,670)
Liabilities written back (30,182) (12,569)
Finance income (27,626) (54,554)
Finance costs 192,501 159,853
Income tax expense 33,432 30,862
1,632,109 1,327,635
Changes in operating assets and liabilities:
Trade,
unbilled,
and
other
receivables,
before
provision and write-offs, and excluding advances
to contractors (105,154) (116,900)
Trade and other payables and advances from
customers, excluding project liabilities 10,561 109,498
Due from related parties 13,619 (1,511)
Due to related parties 22,244 7,695
Cash generated from operations 1,573,379 1,326,417

26 Commitments

(a) Capital commitments

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Investment properties
Property and equipment
2,472,087
4,609
496,655
9,804
Intangible assets 6,586 10,332

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:

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Later than 5 years 14,140,003 13,953,659
Later than 1 year and not later than 5 years 3,094,394 2,727,581
Not later than 1 year 909,301 762,767
18,143,698 17,444,007

(c) Operating lease arrangements - the Group as lessee

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
Later than 1 year and not later than 5 years 2,261 3,043
Not later than 1 year 1,165 1,265
3,426 4,308

(d) Contingencies

30
September
31 December
2025 2024
AED'000 AED'000
(Reviewed) (Audited)
358,222
43,164
1,300,448
250
  • (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 is 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 represent 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
leasing
AED'000
Industrial
leasing
AED'000
Services
and others
AED'000
Total
AED'000
30 September 2025 (Reviewed)
Revenue 1,069,736 446,070 321,397 276,137 2,113,340
Direct costs (192,346) (11,723) (72,018) (48,347) (324,434)
Other operating income 31,951 13,609 59 28,070 73,689
Other expenses (108,014) (18,287) (19,435) (46,113) (191,849)
Segment results before
interest and depreciation
and amortisation 801,327 429,669 230,003 209,747 1,670,746
Depreciation and amortisation (248,781) (19,253) (73,249) (20,494) (361,777)
Income tax expense (16,441) (12,930) (3,773) (288) (33,432)
536,105 397,486 152,981 188,965 1,275,537
Unallocated net finance cost (164,875)
Profit for the period 1,110,662
30 September 2024 (Reviewed)
Revenue 902,229 394,818 258,060 203,557 1,758,664
Direct costs (165,706) (10,587) (59,879) (34,559) (270,731)
Other operating income 11,381 76,011 - 25,171 112,563
Other expenses (121,172) (25,136) (21,463) (37,460) (205,231)
Segment results before
interest and depreciation
and amortisation
626,732 435,106 176,718 156,709 1,395,265
Depreciation and amortisation (221,205) (18,925) (72,582) (3,713) (316,425)
Income tax expense (11,711) (12,314) (6,389) (448) (30,862)
393,816 403,867 97,747 152,548 1,047,978
Unallocated net finance cost (105,299)
Profit for the period 942,679

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.