SHUAA Capital : Q3 2025 Financials English

SHUAA CAPITAL PSC and its Subsidiaries

CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY 2025 TO 30 SEPTEMBER 2025

SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim financial information for the nine months ended 30 September 2025

Content Pages

Review report on condensed consolidated interim financial information 1 - 2

Condensed consolidated interim statement of profit or loss 3

Condensed consolidated interim statement of comprehensive income 4

Condensed consolidated interim statement of financial position 5

Condensed consolidated interim statement of changes in equity 6

Condensed consolidated interim statement of cash flows 7

Notes to the condensed consolidated interim financial information 8 - 22

Crowe Mak

"2........E 9x z

2104 & 2105, Level 21, The Prism Business Bay, Sheikh Zayed Road P O Box 6747, Dubai, UAE

T: [phone]

[e-mail] https://www.crowe.ae

Ref: BN/B3171/November 2025

Report on review of the condensed consolidated interim financial information

To,

The Shareholders, SHUAA Capital PSC.

Introduction

We have reviewed the accompanying condensed consolidated interim statement of financial position of SHUAA Capital PSC (the "Company") and its subsidiaries (together the "Group") as at September 30, 2025, the related condensed consolidated interim statement of profit or loss and other comprehensive income, condensed consolidated interim statement of changes in equity and condensed consolidated interim statement of cash flows and notes for the nine month period then ended and other explanatory notes. Management is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with applicable International Accounting Standard 34, "Interim Financial Reporting" ("IAS-34"). Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of review

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

Basis for Qualified Conclusion

The Group's investment in associates, carried in the condensed consolidated interim financial information at AED 377.53 million as at 30 September 2025 (31 December 2024 (restated): AED 368.5 million), includes an investment in Eshraq Investments PJSC (the "Associate") amounting to AED 377 million (31 December 2024 (restated): AED 368.2 million). As at 30 September 2025, the Associate has invested in an open-ended fund (the "Fund") carried at AED 828 million.

The auditors of the Associate were unable to obtain sufficient appropriate review evidence regarding the fair value of certain underlying investments made by the Fund, amounting to AED 584 million, as included in the Associate's financial statements. Accordingly, they were unable to determine whether the valuation methodology and inputs used in determining the fair value of those underlying investments were appropriate or whether any adjustments were required.

As our review of the Group's investment in the Associate is based on the financial information reviewed by the associate's auditors, we were consequently unable to obtain sufficient appropriate review evidence to determine whether any adjustments were necessary to the Group's share of results or to the carrying amount of its investment in the Associate.

Qualified Conclusion

Based on our review, except for the possible effects of the matter described in the "Basis for Qualified Conclusion" paragraph, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information do not present fairly, in all material respects, the financial position of the Group as at 30 September 2025, and its financial performance and its cash flows for the period then ended, in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

Emphasis of Matters

1. Without modifying our conclusion, we draw attention to Note 2.2 to the condensed consolidated interim financial information, which sets out in detail the various factors based on which the Group's management has assessed the appropriateness of applying the going concern assumption.

   1

   Registered as Crowe Mak with the Department of Economic Development, Dubai (#101627) as a Civil Company

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   Report on review of the condensed consolidated interim financial information (continued)

   Emphasis of Matters (continued)

2. Without modifying our conclusion, we draw attention to note 11.1 to the condensed consolidated interim financial information which explains the status of the annual impairment assessment exercise in relation to the goodwill and other intangible assets carried in the Group's consolidated financial statements.

For, Crowe Mak

Basil Naser Partner

Registered Auditor Number: 5507 Dubai, United Arab Emirates

14 November 2025

SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of profit or loss for the three and nine months ended 30 September 2025 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

		3 months to	3 months to	9 months to 30	9 months to
		30 September	30 September	September 2025	30 September
		2025	2024	Unaudited	2024
		Unaudited	Unaudited		Unaudited
Revenues	Notes
Management and performance fees		13,598	18,371	43,464	62,594
Advisory fees		375	-	17,248	386
Trading and custody		1,040	744	3,252	5,720
Others		12	86	33	612
Total Revenues		15,025	19,201	63,997	69,312
		--------------	--------------	--------------	--------------
Expenses
General and administrative expenses		(20,751)	(26,779)	(62,838)	(75,090)
Depreciation and amortisation		(2,388)	(2,411)	(7,179)	(7,455)
Fee and commission expense		(1,322)	(2,514)	(3,609)	(4,574)
Total expenses		(24,461)	(31,704)	(73,626)	(87,119)
Operating loss		(9,436)	(12,503)	(9,629)	(17,807)
Finance cost		(7,538)	(20,470)	(24,940)	(56,295)
Net foreign exchange (loss)/gain		-	(819)	-	719
Reversal/(provision) for impairment losses on		1	4,806	(1,045)	1,317
financial assets
Net Interest (expense)/ income		(59)	(17)	44	464
Gain on mandatory convertible bonds	2.2	-	-	214,776	-
Other Income	6	2,451	11,175	54,685	20,776
Change in fair value loss from financial assets at fair value		(1,866)	(6,230)	(20,151)	(38,844)
through profit or loss (FVTPL)
Share of net profit/(loss) of investments in associates		-	1,694	9,754	(59,519)
accounted for using the equity method
(Loss)/profit before corporate tax		(16,447)	(22,364)	223,494	(149,189)
Corporate tax (expense)/income for the period		-	-	(22,816)	1,213
Net (loss)/profit for the period after corporate tax		(16,447)	(22,364)	200,678	(147,976)
Attributable to:
Owners of the Parent		(15,975)	(21,539)	198,444	(138,216)
Non-controlling interests		(472)	(825)	2,234	(9,760)
		---------------	---------------	---------------	---------------
		(16,447) =======	(22,364) =======	200,678 =======	(147,976) =======
(Losses)/earnings per share attributable to Owners (in	16	(0.00)	(0.01)	0.05	(0.05)
AED)		=======	=======	=======	=======

The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information

SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of comprehensive income for the three and nine months ended 30 September 2025 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

		3 months to 30 September 2025 Unaudited	3 months to 30 September 2024 Unaudited	9 months to 30 September 2025 Unaudited		9 months to 30 September 2024 Unaudited
(Loss)/profit for the period	Notes	(16,447)	(22,364)	200,678		(147,976)
Other comprehensive (loss)/Income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations	15	(1,549)	(1,710)	1,465		(14,278)
Share of other comprehensive loss from financial assets at fair value Net loss on cash flow hedges	18	(562) -	- -	(562) -		- (8,287)
Other comprehensive (loss)/Income for the period		(2,111)	(1,710)	903		(22,565)
Total comprehensive (loss)/Income for the period		(18,558)	(24,074)	201,581		(170,541)
Attributable to: Owners of the Parent		(11,504)	(25,008)	203,217		(159,487)
Non-controlling interests		(7,054)	934	(1,636)		(11,054)
		(18,558)	(24,074)	201,581		(170,541)

The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information.

SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of financial position as at 30 September 2025 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

Assets	Notes	30 September 2025 Unaudited	31 December 2024 Audited (Restated)*
Cash and cash equivalents	7	34,086	43,176
Receivables and other debit balances	8	117,999	112,381
Loans, advances and finance leases	9	84,991	83,600
Financial assets at fair value	18.1	20,490	41,359
Investments in associates	10	377,533	368,415
Property and equipment		4,748	10,548
Goodwill and other intangible assets	11	536,489	537,775
		----	----
Total assets		1,176,336	1,197,254
		---------------	---------------
Liabilities
Payables and other credit balances	12	173,020	157,163
Other financial liabilities		86,210	144,687
Borrowings	13	315,190	854,526
		----	----
Total liabilities		574,420	1,156,376
Equity		----	----
Share capital	14	3,659,023	2,535,720
Share premium		52,579	52,579
Statutory reserve		49,631	49,631
Other reserves	15	(2,234,607)	(1,475,534)
Accumulated losses		(903,744)	(1,102,188)
		----	----
Equity attributable to Owners		622,882	60,208
Non-controlling interests (NCI)		(20,966)	(19,330)
		----	----
Net equity		601,916	40,878
		----	----
Total equity and liabilities		1,176,336	1,197,254
		---------------	---------------

* The comparative information has been restated as a result of a prior period error discussed in Note 22.

This condensed consolidated interim financial information was approved by the Board of Directors on 14 November 2025 and signed on their behalf by:

Badr Al-Olama Chairman

Nabil Al Rantisi

Group Chief Executive Officer

The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information.

SHUAA CAPITAL PSC and its subsidiaries

Condensed consolidated interim statement of changes in equity for the nine months ended 30 September 2025 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

Share capital

Share premium

Statutory reserve

Other reserves

Accumulated Losses

Equity attributable to owners of the Parent

Non -controlling interests

Total

Balance at 1 January 2024 (Audited)	2,535,720		52,579		49,631		(1,465,136)		(828,590)		344,204		5,507		349,711
Loss for the period	-		-		-		-		(138,216)		(138,216)		(9,760)		(147,976)
Other comprehensive loss for the period	-		-		-		(21,271)		-		(21,271)		(1,294)		(22,565)
Total comprehensive loss for the period	-		-		-		(21,271)		(138,216)		(159,487)		(11,054)		(170,541)
Balance at 30 September 2024 (Unaudited)	2,535,720		52,579		49,631		(1,486,407)		(966,806)		184,717		(5,547)		179,170
Balance at 1 January 2025 (Audited)	2,535,720		52,579		49,631		(1,475,534)		(1,127,752)		34,644		(19,673)		14,971
Restatement of prior period error (Note 22)	-		-		-		-		25,564		25,564		343		25,907
Balance at 1 January 2025 - As restated	2,535,720		52,579		49,631		(1,475,534)		(1,102,188)		60,208		(19,330)		40,878
Profit for the period	-		-		-		-		198,444		198,444		2,234		200,678
Other comprehensive income/(loss) for the period	-		-		-		4,773		-		4,773		(3,870)		903
Total comprehensive income/(loss) for the period	-		-		-		4,773		198,444		203,217		(1,636)		201,581
Mandatory convertible bond conversion	1,123,303		-		-		(763,846)		-		359,457		-		359,457
Balance at 30 September 2025 (Unaudited)	3,659,023		52,579		49,631		(2,234,607)		(903,744)		622,882		(20,966)		601,916

s

The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information.

6

SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of cash flows for the nine months ended 30 September 2025 (unaudited)

(Currency - Thousands of U.A.E. Dirhams)

		9 months to 30 September	9 months to 30 September
		2025	2024
		Unaudited	Unaudited
	Notes
Cash flows from operating activities
Profit/(loss) for the period		200,678	(147,976)
Adjustments:
Foreign exchange gain		-	(719)
Finance cost		24,940	56,295
Net interest income		(44)	(464)
Fair value loss on investments at FVTPL		21,322	77,655
Share of net (profit)/loss from investments in associates	10	(9,754)	59,519
Mandatory convertible bonds	2.2	(214,776)	-
Settlement of other financial liabilities		(37,839)	-
Corporate tax expense		22,816	-
Employees' end of service benefit charge		1,215	1,967
Provisions/(reversal) for impairment losses - net		1,045	(1,317)
Depreciation and amortization		7,179	7,455
Gain from fair value uplift	6.1	(8,600)	-
Others		-	6,750
		-----	-----
Operating cash flows before movements in working capital		8,182	59,165
Decrease in deposits held with bank		-	5,835
Increase in receivables and other debit balances		(6,664)	(13,989)
Decrease in loans and advances		7,209	9,937
Decrease in payables and other credit balances		(465)	(12,677)
Decrease in other financial liabilities		(25,008)	(59)
		-----	-----
Net cash (used in)/generated from operations		(16,746)	48,211
Employees' end of service benefit paid		(702)	(9,141)
		-----	-----
Net cash (used in)/generated from operating activities		(17,448)	39,070
Cash flows from investing activities		-----	-----
Payments for the purchase of investments		(453)	-
Proceeds from disposal of investments		636	30,440
Net interest received		44	464
Distribution from associate		-	2,410
Proceeds from acquisition of property and equipment		(841)	(1,321)
		-----	-----
Net cash (used in)/generated from investing activities		(614)	31,993
		-----	-----
Cash flows from financing activities
Issuance of Mandatory convertible bonds		85,000	-
Repayment of borrowings		(48,967)	(41,077)
Lease rentals paid		(6,104)	(5,984)
Finance cost paid		(20,957)	(20,424)
Net cash generated from/(used in) financing activities		8,972	(67,485)
Net (decrease)/increase in cash and cash equivalents		(9,090)	3,579
Cash and cash equivalents at beginning of the period	7	41,926	26,093
Cash and cash equivalents at end of the period		32,836	29,672
		---------------

The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information.

SHUAA CAPITAL PSC and its subsidiaries

Notes to the condensed consolidated interim financial information for the nine months ended 30 September 2025

(Currency - Thousands of U.A.E. Dirhams)

1. LEGAL STATUS AND ACTIVITIES

   SHUAA Capital PSC (the "Company" or "SHUAA") is a public shareholding company established in Dubai, United Arab Emirates, pursuant to Emiri Decree No. 6 of 25 April 1979 and in accordance with the UAE Federal Law No. 8 of 1984 concerning Commercial Companies and its amendments ("Companies Law"). The registered address of the Company is P.O. Box 31045, Dubai, United Arab Emirates. The Company's shares are traded on the Dubai Financial Market in the United Arab Emirates.

   These condensed consolidated interim financial information include the assets, liabilities and results of operations of the Group and its subsidiaries (the "Group") as disclosed in the Group's annual consolidated financial statements as at 31 December 2024.

   The company is licensed by the Securities and Commodities Authority to conduct Investment Management, Financial Consulting and Financial Analysis, Promotion, Introduction and Issuance Management activities. The Company and its subsidiaries conduct a diversified range of investment and financial services activities with special emphasis on the Arab region in general, the UAE and GCC markets, and are actively involved in public and private capital markets in the region.

2. BASIS OF PREPARATION

   1. Basis of preparation

      These condensed consolidated interim financial information and accompanying notes for the period ended 30 September 2025 have been prepared in accordance with International Accounting Standard (IAS) 34, "Interim Financial Reporting" and comply with the applicable requirements of the laws in the U.A.E. As per the requirements of IAS 34, the condensed consolidated interim financial information does not include all the information required for full annual consolidated financial information and should be read in conjunction with the Group's annual audited consolidated financial statements as at and for the year ended 31 December 2024 which have been prepared in accordance with International Financial Reporting Standards (IFRS). These condensed consolidated interim financial information of the Group are prepared under the historical cost basis except for certain financial instruments which are measured at fair value. In addition, results for the nine months ended 30 September 2025 are neither audited nor are they necessarily indicative of the results that may be expected for the full financial year ending 31 December 2025.

   2. Going concern

The Group has achieved a gain of AED 201 million (30 Sep 2024: Net loss of 148 million) during the nine-month period to 30 Sep 2025 which has resulted in reduction in accumulated losses to an amount of AED 904 million (31 December 2024: 1,102 million) as at that date. The Group has incurred net losses during the previous two years and an operating loss in the current year to date.

Further, the Group has AED 296 million of borrowings repayable within the next twelve months from the date of approval of these condensed consolidated interim financial information, including bilateral facilities ("Term Loan") of AED 208 million due to a bank which was classified as repayable within twelve months as a result of covenant breaches. In December 2024, the Group secured a one-year waiver of default events from the bank. Currently, the Group is engaged in negotiations with the bank to finalise a restructuring agreement while continuing to service the term loan and meet all payment obligations on their respective dates.

Further, during Q1 2025, the Group successfully finalised its Mandatory Convertible Bonds ("MCBs") amounting to AED 274.4 million (equivalent to USD 74.7 million) to its existing Noteholders. These MCBs were converted into ordinary shares at AED

0.32 per share which resulted in 857.5 million of ordinary shares issued in Q1 2025. The remaining Noteholders, whose holdings total USD 75.3 million received a settlement equivalent to 20% of their principal amount, paid on 28 March 2025 (USD 15.1 million). This transaction resulted in a gain of AED 214.8 million.

In addition, the Group raised AED 85 million through the issuance of MCBs to new investors and these MCBs were converted into ordinary shares at AED 0.32 per share resulting in 265.6 million shares issued in Q1 2025.

In assessing the appropriateness of applying the going concern basis in the preparation of these condensed consolidated interim financial statements, the Board of Directors have considered the Group's operational profitability, liquidity and forecasted cash flows, taking into account reasonably possible outcomes over a 12-month period from the date of approval of these condensed consolidated interim financial information.