Annual financial statement
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Americana Restaurants International PLC Consolidated financial statements for the year ended 31 December 2025
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Americana Restaurants International PLC Contents Pages Directors’ report 1 Independent auditor’s report on the consolidated financial statements 2-6 Consolidated statement of financial position 7 Consolidated statement of profit or loss 8 Consolidated statement of comprehensive income 9 Consolidated statement of changes in equity 10 Consolidated statement of cash flows 11 Notes to the consolidated financial statements 12-58
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Deloitte & Touche (M.E.) LLP Level 11, Al Sila Tower Abu Dhabi Global Market Square Al Maryah Island P.O. Box 990 Abu Dhabi United Arab Emirates Tel: +971 (0) 2 408 2424 Fax:+971 (0) 2 408 2525 www.deloitte.com August 17th, 2016 INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF AMERICANA RESTAURANTS INTERNATIONAL PLC REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Opinion We have audited the consolidated financial statements of Americana Restaurants International PLC (the “Company”) and its subsidiaries (together, the “Group”), which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements , including material accounting policy information. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as applicable to audit of consolidated financial statements of public interest entities, together with the other ethical requirements that are relevant to our audit of consolidated financial statements of public interest entities in the Abu Dhabi Global Market (“ADGM”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF AMERICANA RESTAURANTS INTERNATIONAL PLC (continued) Key Audit Matters (continued) Key audit matter How our audit addressed the key audit matter Impairment of non-financial assets Property and equipment, right of use assets and intangible assets, are carried in the consolidated statement of financial position at USD 341.4 million, USD 610.8 million and USD 63.3 million respectively. These assets comprise 58.6 % of the total assets at the reporting date. Management identified the following impairment indicators in relation to the aforementioned assets: • Decline in sales and profitability for certain Cash Generating Units (CGU) due to underperformance of certain brands; and • Continued economic pressures and unstable consumer behaviour in some geographies. The impairment of non-financial assets is measured by comparing their carrying amounts to their estimated recoverable amount, which is the value in use at the individual CGU level. The Group operates a large number of restaurant outlets across multiple brands and geographies and has determined that the smallest CGU is its brand in each country. An impairment loss is recognized in the consolidated statement of profit or loss if the recoverable amount is lower than the carrying amount. Management’s measureme nt of recoverable amount requires significant judgement to be applied in the determination of CGUs and estimation of current and future market conditions, projected cash flows, discount rates, sales growth rate, inflation rates, and earnings before interest, taxes and depreciation. The group recorded an impairment loss on its non - financial assets of USD 5.56 million during the year. Our procedures included, inter alia, the following: • Obtained an understanding of the business process used to identify impairment indicators and determine the recoverable amount of the non-financial assets; • Assessed the controls over the abovementioned process to determine if they had been appropriately designed and implemented; • Evaluated whether the impairment model used by management to calculate the value in use of each CGU complies with the requirements stipulated in IFRS Accounting Standards; • Evaluated, with the assistance of our internal specialists, each of management’s key assumptions, including budget estimates underlying the cashflows that are expected to be generated from assets based on the assumptions of their future utilisation, revenue generation and related costs and which are used in the valuation model. For this purpose, we also compared the estimates of cash flow projections of previous periods with actual corresponding results; • Reviewed management’s sensitivity analysis in relation to key inputs used in the model in addition to performing our own sensitivity analysis of the key estimates applied by management to ascertain the extent of change in those assumptions that either individually or collectively would be required for an additional impairment charge and to evaluate the extent of their potential impact on the recoverable amount of the non -financial assets; • Reperformed the calculation used to determine the recoverable amount;
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF AMERICANA RESTAURANTS INTERNATIONAL PLC (continued) Key Audit Matters (continued) Key audit matter How our audit addressed the key audit matter Impairment of non-financial assets The impairment of non -financial assets was considered to be a key audit matter due to the quantitative significance of these assets to the consolidated financial statements, the level of judgements applied and estimates made by management and the level of audit effort required. Refer to notes 2, 4 and 5 in the consolidated financial statements for the accounting policy and disclosure related to this matter. • Agreed the results of the impairment models to the amounts reported in the consolidated financial statements; • We also assessed the disclosures in the consolidated financial statements relating to this matter against the requirements of IFRS Accounting Standards. Other Matter The consolidated financial statements of the Group for the year ended 31 December 2024, were audited by another auditor who expressed an unmodified opinion on those statements on 11 February 2025. Other Information Management is responsible for the other information. The other information comprises the Directors’ report, which we obtained prior to the date of this auditor’s report. The other information does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information, and we do not express any form of assurance or conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF AMERICANA RESTAURANTS INTERNATIONAL PLC (continued) Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB and their presentation in accordance with the applicable provisions of the Articles of Association of the Company and ADGM Companies Regulations 2020 and Companies Regulations (International Accounting Standards) Rules 2015, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omission, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF AMERICANA RESTAURANTS INTERNATIONAL PLC (continued) Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (continued) • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the Group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS As required by the provisions of ADGM Companies Regulations 2020 and Companies Regulations (International Accounting Standards) Rules 2015, we report that: • the consolidated financial statements of the Group have been prepared, in all material respects, in accordance with the requirements of the said Rules and Regulations; • the information given in the Directors' report is consistent with the Group's consolidated financial statements for the year ended 31 December 2025; • adequate accounting records have been kept by the Group; and • the Group’s consolidated financial statements are in agreement with the accounting records of the Group. Deloitte & Touche (M.E.) LLP Badr El Hassan 6 February 2026 Abu Dhabi United Arab Emirates
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Americana Restaurants International PLC Consolidated statement of profit or loss for the year ended 31 December 2025 The accompanying notes form an integral part of these consolidated financial statements. 8 US Dollars’000 Notes 2025 2024 Revenues 20 2,508,821 2,196,751 Cost of revenues 21 (1,143,928) (1,029,357) Gross profit 1,364,893 1,167,394 Selling and marketing expenses 22 (886,102) (784,704) General and administrative expenses 23 (202,562) (184,744) Other income 13,361 7,461 Monetary (loss) / gain from hyperinflation 4 (1,052) 125 Impairment losses on non-financial assets 4 (5,559) (12,631) Impairment losses on financial assets 9 (251) (1,093) Operating profit 282,728 191,808 Finance income 25 15,508 16,116 Finance costs 25 (44,135) (35,793) Profit before income tax and zakat 254,101 172,131 Income tax and zakat 28 (35,651) (20,727) Net profit for the year 218,450 151,404 Attributable to: The shareholders of the Company 219,123 158,759 Non-controlling interests (673) (7,355) 218,450 151,404 US Dollars 2025 2024 Earnings per share Basic and diluted earnings per share 18 0.02609 0.01886
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Americana Restaurants International PLC Consolidated statement of comprehensive income for the year ended 31 December 2025 The accompanying notes form an integral part of these consolidated financial statements. 9 US Dollars’000 2025 2024 Net profit for the year 218,450 151,404 Other comprehensive income items Items that will not be reclassified subsequently to consolidated statement of profit or loss: Remeasurement of employees’ end of service benefits (Note 12) (333) (439) Items that may be reclassified subsequently to consolidated statement of profit or loss: Exchange differences on translating foreign operations including the effect of hyperinflation 4,462 (8,475) Total other comprehensive income items 4,129 (8,914) Total comprehensive income for the year 222,579 142,490 Attributable to: The shareholders of the Company 223,241 149,863 Non-controlling interests (662) (7,373) 222,579 142,490
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Americana Restaurants International PLC Consolidated statement of changes in equity for the year ended 31 December 2025 The accompanying notes form an integral part of these consolidated financial statements. 10 US Dollars’000 Equity attributable to the shareholders of the Company Notes Share capital Treasury shares Retained earnings Other reserves Total Non-controlling interests Total equity Balance at 1 January 2024 168,473 - 292,715 (21,822) 439,366 12,014 451,380 Net profit for the year - - 158,759 - 158,759 (7,355) 151,404 Other comprehensive income Remeasurement of employees’ end of service benefits 12 - - (441) - (441) 2 (439) Hyperinflation adjustment - - - 1,283 1,283 - 1,283 Foreign currencies translation differences - - - (9,738) (9,738) (20) (9,758) Total comprehensive income for the year - - 158,318 (8,455) 149,863 (7,373) 142,490 Changes in non-controlling interests 16 - - - - - (955) (955) Dividends paid - - (179,424) - (179,424) - (179,424) Acquisition of treasury shares 35 - (16,749) - - (16,749) - (16,749) Share based expense 35 - - - 1,382 1,382 - 1,382 Balance at 31 December 2024 168,473 (16,749) 271,609 (28,895) 394,438 3,686 398,124 Net profit for the year - - 219,123 - 219,123 (673) 218,450 Other comprehensive income Remeasurement of employees’ end of service benefits 12 - - (329) - (329) (4) (333) Hyperinflation adjustment - - - 2,274 2,274 - 2,274 Foreign currencies translation differences - - - 2,173 2,173 15 2,188 Total comprehensive income for the year - - 218,794 4,447 223,241 (662) 222,579 Changes in non-controlling interests - - (3,331) 35 (3,296) (2,040) (5,336) Dividends paid 34 - - (126,987) - (126,987) - (126,987) Share based expense 35 - - - 1,594 1,594 - 1,594 Balance at 31 December 2025 168,473 (16,749) 360,085 (22,819) 488,990 984 489,974
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Americana Restaurants International PLC Consolidated statement of cash flows for the year ended 31 December 2025 The accompanying notes form an integral part of these consolidated financial statements. 11 US Dollars’000 Notes 2025 2024 Cash flows from operating activities Profit before income tax and zakat for the year 254,101 172,131 Adjustments for: Depreciation and amortisation 24 307,066 278,153 Provision for employees’ end of service benefits, net of transfers 12, 26 9,878 10,220 Impairment allowance on financial assets 9 251 1,093 Provision for obsolete, slow moving, and defective inventories 8 2,662 1,978 Impairment of non-financial assets 5,7,11 5,559 12,631 Loss on disposal of property and equipment and intangible assets 2,591 1,862 Employee benefit expense - share based payments 1,594 1,382 Finance income 25 (15,508) (16,116) Finance costs 25 44,135 35,793 Hyperinflation impact 1,088 600 Operating cash flows before changes in working capital 613,417 499,727 Payments of employees’ end of service benefits 12 (11,092) (14,121) Income tax and zakat paid 15 (18,416) (14,898) Changes in working capital: Trade and other receivables (20,272) (8,235) Due from related parties 30 41 Inventories (19,551) 10,974 Due to related parties 2,734 (2,487) Trade and other payables, other liabilities and taxes 42,147 (38,200) Net cash generated from operating activities 588,997 432,801 Cash flows from investing activities (Increase) / decrease in term deposits with original maturity of more than three months (49,346) 82,238 Purchase of property and equipment (94,881) (106,606) Proceeds from sale of property and equipment 1,222 2,441 Purchase of investment properties (59) - Purchase of intangible assets 7 (12,215) (17,199) Payments for key money 11 (1,680) (504) Interest received on term deposits and cash at banks 15,863 18,306 Acquisition of a subsidiary 36 (10,565) - Net cash used in investing activities (151,661) (21,324) Cash flows from financing activities Dividends paid to the Company’s shareholders (126,987) (179,424) Payments of finance costs (42) (148) Dividends paid to non-controlling interests 16 (478) (955) Acquisition of additional shares in subsidiary from non- controlling interests 16 (4,623) - Lease payments – principal element (192,405) (179,598) Lease payments – interest on lease liabilities (40,867) (32,319) Acquisition of treasury shares 35 - (16,749) Net cash used in financing activities (365,402) (409,193) Net increase in cash and cash equivalents 71,934 2,284 Foreign currency translation differences 933 (4,047) Cash and cash equivalents at the beginning of the year 81,470 83,233 Cash and cash equivalents at the end of the year 10 154,337 81,470
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 12 1 GENERAL INFORMATION Americana Restaurants International PLC (formerly Americana Restaurants Ltd) (“Americana Restaurants” or the “Company”, together with the subsidiaries called the “Group” ) is an Abu Dhabi Global Market registered entity that was incorporated on 27 May 2022 under registered number 000007712. The registered address is 302- D01, 11th Floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. Americana Restaurants business comprises operating and managing a number of restaurant chains/brands across the region. The operations extend to the United Arab Emirates, Saudi Arabia, Kuwait, Egypt, Qatar, Kazakhstan, Bahrain, Jordan, Oman, Lebanon, Moroc co, and Iraq operated by the various subsidiaries of Americana Restaurants. Americana Restaurants business has been operating since 1969. Adeptio AD Investments Ltd (The “Immediate Parent Company ”) owns a majority 66.03% investment in the Group. The Company is listed on the Abu Dhabi Securities Exchange (“ADX”) in the United Arab Emirates and on the Saudi Stock Exchange (“Tadawul”) in the Kingdom of Saudi Arabia. The trading of the shares commenced on 12 December 2022. The Immediate Parent Company of Americana Restaurants is a wholly owned subsidiary of Adeptio AD Holdings Ltd (the “Ultimate Parent Company”). The Ultimate Parent Company is equally owned by Mr. Mohamed Ali Rashed Alabbar and The Saudi Company for Gulf Food Investments (“Gulf Food Investments”), a subsidiary of the Public Investment Fund of the Kingdom of Saudi Arabia, being the ‘Ultimate Shareholders’. The consolidated financial statements were approved for issue by the Board of Directors on 06 February 2026. 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES 2.1 Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and the applicable provisions of Abu Dhabi Global Market (“ADGM”) Companies Regulations 2020, and Companies Regulations (International Accounting Standards) Rules 2015. The consolidated financial statements have been prepared on a historical cost convention, unless otherwise stated in the accounting policies. The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a highe r degree of complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. These have been applied consistently for all periods presented. 2.2 New standards, amendments and interpretations New and amended IFRS Accounting Standards that are effective for the current year The following new and revised IFRS Accounting Standards issued by the IASB , which became effective for annual periods beginning on or after 1 January 2025, have been adopted in consolidated financial statements. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements. The application of these revised IFRS, except where stated, have not had any material impact on the amounts reported in these 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 material IFRS Accounting Standards and amendments that were effective for the first time for the financial year beginning on or after 1 January 2025.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 13 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.2 New standards, amendments and interpretations (continued) New and revised IFRS Accounting Standards in issue but not yet effective and not early adopted • Amendments to IFRS 9 and IFRS 7 Financial Instruments (effective 1 January 2026); • Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards (effective 1 January 2026); • Amendments to IFRS 10 Consolidated Financial Statements (effective 1 January 2026); • Amendments to IAS 7 Statement of Cash Flows (effective 1 January 2026); • Amendments to IFRS 18 Presentation and Disclosures in Financial Statements (effective 1 January 2027); • Amendments to IFRS 19 Subsidiaries without Public Accountability (effective 1 January 2027). IFRS Sustainability Disclosure Standards IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information (Effective date not yet decided by the regulator in the United Arab Emirates IFRS S2 Climate-related Disclosures (Effective date not yet decided by the regulator in the United Arab Emirates) The Group is currently assessing the impact of these standards, and amendments on the future consolidated financial statements of the Group and intends to adopt these, if applicable, when they become effective. 2.3 Foreign currency translation (a) Functional and presentation currency Items included in the consolidated financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (‘the functional currency’). The consolidated financial statements are presented in United States Dollars (“USD”) which is the “presentation currency” of the Group and the currency in which management measures the Group’s performance and reports its results. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re -measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year -end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss. Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss , within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss on a net basis within other income. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 14 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.3 Foreign currency translation (continued) (c) Group entities The results and financial position of all the entities in the Group, none of which has the currency of a hyper - inflationary economy (except for one legal entity in Lebanon for the year ended 31 December 202 5 and 31 December 202 4, refer to Note 4) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that standalone statement of financial position; (ii) Income and expenses for each consolidated statement of profit or loss and consolidated statement of comprehensive income are translated at monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (iii) All resulting exchange differences are recognised in other comprehensive income and in foreign currency translation reserve in the consolidated statement of financial position. When a directly held foreign operation is disposed partially or in full, exchange differences that were recorded in equity are recognised in the consolidated statement of comprehensive income as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the date of the consolidated statement of financial position. Exchange differences arising are recognised in equity in the consolidated statement of financial position. 2.4 Hyperinflation The consolidated financial statements (including comparative amounts) of Americana Restaurants entities whose functional currencies are the currencies of hyperinflationary economies are adjusted in terms of the measuring unit current at the end of the reporting period. As the presentation currency of the Group is that of a non -hyperinflationary economy, comparative amounts are not adjusted for changes in the price level in the current year. Differences between these comparative amounts and current year hyperinflation adj usted equity balances are recognised in consolidated other comprehensive income. The carrying amounts of non -monetary assets and liabilities are adjusted to reflect the change in the general price index from the date of acquisition to the end of the report ing period. An impairment loss is recognised in the consolidated statement of profit or loss if the restated amount of a non -monetary item exceeds its estimated recoverable amount. On initial application of hyperinflation prior period gains and losses are recognised directly in equity under foreign currency translation reserve. Gains or losses on the net monetary position are recognised in the consolidated statement of profit or loss . All items recognised in the income statement are restated by applying the change in the general price index from the dates when the items of income and expenses were initially earned or incurred. At the beginning of the first period of application, the components of equity, are restated by applying a general price index from the dates the components were contributed or otherwise arose. These restatements are recognised in other comprehensive income as a translation adjustment. If on initial application of hyperinflation accounting the restated value of the non-monetary assets exceed their recoverable amount, the initial adjustment is capped at the recoverable amount and the net increase is recorded directly in retained earnings. At the end of the first period and in subsequent periods, all components of equity are restated by applying a general price index from the beginning of the period or the date of contribution, if later. All items in the consolidated statement of cash flows are expressed in terms of the general price index at the end of the reporting period.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 15 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.4 Hyperinflation (continued) The Lebanese economy has been classified as hyperinflationary. Accordingly, the results, cash flows and financial position of the Group’s entity, International Touristic Projects Lebanese Co, has been expressed in terms of the measuring unit current at the reporting date. For further details, refer to Note 4. 2.5 Property and equipment Property and equipment is stated at cost less accumulated depreciation and impairment, where applicable. The cost of property and equipment is its purchase cost together with any incidental expenses of acquisition. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenan ce costs are charged to the consolidated statement of profit or loss during the financial period in which they are incurred. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Land is not depreciated. Depreciation on other assets is calculated using the straight -line method, at rates calculated to reduce the cost of assets to their estimated residual value over their expected useful lives, as follows: Years Leasehold improvements and furniture 5-7 Buildings 7-20 Cold rooms 5 Equipment and tools 4-7 Vehicles 4 Buildings comprise of construction -related amounts (20 years); electrical fitouts (10 years) and building extensions (7 years). The Group depreciates leasehold improvements and furniture, over the useful life of the assets. Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included in the consolidated statement of profit or loss. Capital work -in-progress is stated at cost. When commissioned, capital work -in-progress is transferred to the appropriate category of buildings and equipment and depreciated in accordance with the Group’s policy. 2.6 Investment properties Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the entities in the consolidated financial statements, is classified as investment property. Land held under operating leases is classified a nd accounted for by the Group as investment property when the rest of the definition of investment property is met. The investment properties of the Group comprise of several lands and buildings. Investment properties are measured at their cost less depreciation, including related transaction costs and where applicable borrowing costs. Land is not depreciated. Depreciation on buildings is calculated using the straight - line method, at rates calculated to reduce the cost of assets to their estimated residual value over their expected useful lives ranging from 5 to 20 years. The fair value of the investment properties for disclosure purposes are based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the reporting date by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 16 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.6 Investment properties (continued) When an investment property is sold, gains and losses on disposal are determined by reference to its carrying amount and are taken into account in determining profit or loss. This is recorded in the consolidated statement of profit or loss as gain or loss on sale of investment properties. Refer to Note 6 for further details. 2.7 Intangible assets These comprise of franchise agreements with third parties for licensing and operation of restaurant chains and softwares. The intangible asset is measured at the cost less amortisation. Amortisation is calculated using the straight-line method to allocate the costs over its estimated useful life of 5 to 10 years. Franchises and agencies are amortised over lower of lease period or franchise agreement. Amortisation of intangible assets is calculated on the straight-line method, at rates calculated to reduce the cost of assets to their estimated residual value over their expected useful lives, as follows: Franchises and agencies 10-20 years Software 5 years 2.8 Financial assets (i) Classification The Group classifies its financial assets under the following categories: • Fair value through profit or loss (FVTPL); and • Amortised cost. These classifications are on the basis of business model of the Group for managing the financial assets, and contractual cash flow characteristics. The Group measures financial asset at amortised cost when it is within the business model to hold assets in order to collect contractual cash flows, and contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. For assets measured at fair value, gains and losses will be recorded in the consolidated statement of profit or loss. (ii) Recognition and derecognition At initial recognition, the Group measures financial assets at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transactions costs that are directly attributable to the acquisition of financial asset. Transact ion cost of financial assets carried at fair value through profit or loss are expensed in the consolidated statement of income. Financial assets are derecognised when the contractual cash flows from the asset expire or it transfers its rights to receive contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership are transferred.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 17 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Financial assets (continued) (iii) Subsequent measurement Debt instruments Subsequent measurement of financial assets is as follows: • Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the consolidated statement of profit or loss and presented in other income together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated statement of profit or loss. • Fair value through profit and loss (“FVPL”): Assets that do not meet the criteria for amortised cost or fair value through other comprehensive income (“FVOCI”) are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in the consolidated statement of income and presented net within other income in the period in which it arises. (iv) Impairment The Group assesses on a forward -looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Trade and other receivables The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, and further adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group. Loss allowance on trade receivables is written off when there is no reasonable expectation of recovery. Subsequent recoveries of amounts previously written off are credited against the same line item. Management assessed the expected credit losses as presc ribed by the requirements of IFRS 9 against trade and other receivables. The information is disclosed in Note 9 of the consolidated financial statements. 2.9 Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or changes in cir cumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cos ts of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash -generating units). Non -financial assets that suffered impairment are reviewed fo r possible reversal of the impairment at each reporting date.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 18 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.9 Impairment of non-financial assets (continued) Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary as at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Calculations are performed based on the expected cash flows of the relevant cash generating units and discounting them at an appropriate discount rate, the determination of which requires the exercise of judgement. Goodwill is allocated to cash -generating units for the purpose of impairment testing. The allocation is made to those cash -generating units or groups of cash -generating units that are expected to benefit from the business combination in which the goodwill arose. 2.10 Inventories Inventories are stated at the lower of cost and estimated net realisable value. Cost is determined by the weighted average method and includes all costs incurred in acquiring the inventories and bringing them to their present location and condition. Net realisable value is the estimate of the selling price in the ordinary course of business, less variable selling expenses, if any. Inventories in transit are recognised when the risks and rewards are transferred to the Group in accordance with the shipping terms agreed with the suppliers. 2.11 Cash and cash equivalents For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents comprise of cash on hand, current accounts and term deposits with original maturity of three months or less and net of bank overdrafts. In the consolidat ed statement of financial position, bank overdrafts are disclosed separately within current liabilities. While cash, cash equivalents, and short -term deposits are subject to impairment requirements, these funds are readily accessible and primarily used to meet short-term working capital needs. Management has determined that there is no significant difference between its carrying amount and fair value. 2.12 Leases The Group’s leasing activities and how these are accounted for The Group leases various office space, accommodation, vehicles, restaurants space, land, warehouses and call centres. Rental contracts are typically made for fixed periods of 1 to 25 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes. Leases are recognised as a right -of-use asset and corresponding liability at the date of which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated statement of profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • fixed payments less any lease incentives receivable; • variable lease payment that are based on an index or a rate; • amounts expected to be payable by the lessee under residual value guarantees; • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted based on the incremental borrowing rate determined by the Group.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 19 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.12 Leases (continued) The Group’s leasing activities and how these are accounted for (continued) Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability; • any lease payments made at or before the commencement date less any lease incentives received or receivable, as applicable; and • restoration costs. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right -of-use asset is depreciated over the underlying asset’s useful life. Payments associated with short-term leases and leases of low-value assets are recognised on a straight -line basis as an expense in the consolidated statement of profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets generally comprise of office equipment. Refundable security deposits are not included in the initial measurement of a right -of-use asset. However, the difference between the nominal amount of the refundable security deposits and its fair value at the commencement of the lease represent an additional lease payment which is prepaid and accordingly added to the initial carrying amount of the right-of-use asset and released to the consolidated statement of profit or loss over the lease term as part of the depreciation of that asset. Variable lease payments Some leases contain variable payment terms that are linked to sales generated from a restaurant. Variable lease payments that depend on sales are recognised in the consolidated statement of profit or loss in the period in which the condition that triggers those payments occurs. Extension and termination options Extension and termination options are included in a several properties, land and vehicles leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. Management have concluded not to include any extension or termination options in the IFRS 16 lease period on the basis that it is not reasonably certain to exercise the options given the options requires both parties mutually agreeing on renewed terms and conditions. 2.13 Provision for employees’ end of service benefits The liability for employees end of service benefits recognised in the consolidated statement of financial position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit plan is unfunded where no plan assets are set aside in advance to provide for future liabilities; instead, the liabilities are met out of the Group’s own resources as they fall due. The defined benefit obligation is calculated annually by independ ent actuaries using the projected unit credit method and in accordance with the labour laws of the countries in which the Group operates. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used. The net interest cost is calculated by applying the discount rate to the defined benefit obligation. This cost is included in finance costs in the consolidated statement of profit or loss.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 20 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.13 Provision for employees’ end of service benefits (continued) Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in the accumulated results in the consolidated statement of changes in equity and in the statement of financial position. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the consolidated statement of profit or loss as past service costs. 2.14 Financial liabilities The Group initially recognises debt securities issued on the date that they originated. All other financial liabilities (including liabilities designated as fair value through profit or loss) are recognised initially on the trade date at which the Group be comes a party to the contractual provisions of the instrument. The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Non -derivative financial liabilities comprise loans and borrowings, and trad e and other payables. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective inte rest method. 2.15 Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 2.16 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and risks specific to the obligation. Increases in provisions due to the passage of time are recognised in the consolidated statement of profit or loss. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. 2.17 Revenue from contracts with customers The Group recognises revenue, based on the five-step model as set out in IFRS 15: Step 1 - Identify the contract with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. Step 2 - Identify the performance obligations in the contract: A performance obligation in a contract is a promise to transfer a good or service to the customer. Step 3 - Determine the transaction price: Transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 21 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.17 Revenue from contracts with customers (continued) Step 4 - Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Group will allocate the transaction price to each performance obligation in an amount that depicts the consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation. Step 5 - Recognise revenue as and when the Group satisfies a performance obligation. Revenue is measured at the fair value of consideration received or receivable, taking into account the contractually agreed terms of payment excluding taxes and duties. The Group assesses its revenue arrangements against specific criteria to determine if i t is acting as principal or an agent and has concluded that it is acting as a principal in all its revenue arrangements. Revenue is recognised in the consolidated financial statements to the extent that it is probable that the economic benefits will flow to the Group and the revenue and costs, if and when applicable, can be measured reliably. Revenue represents the amounts received from food and beverage sales and rental income. Revenue is recognised from the Group’s activities as follows: (a) Food and beverage Revenue from food and beverage sales is recognised in the accounting period at a point in time in which the goods are sold. The revenue is stated net of discounts. (b) Investment property rental income Rental income from operating leases is recognised on a straight-line basis over the lease term. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. It is presented as part of revenue in the consolidated statement of profit or loss. 2.18 Finance income and costs Finance income comprises interest income on short term investments and other bank deposits. Interest income is recognised as it is accrued in the consolidated statement of profit or loss, using the effective interest method. Finance costs are mainly finance cost on lease liabilities and finance cost on borrowings obtained from financial institutions at normal commercial rates and is recognised as an expense in the consolidated statement of profit or loss in the period in which it is incurred. 2.19 Current and deferred income tax and zakat The tax expense for the year comprises of current and deferred tax. Tax is recognised in the consolidated statement of profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In such a case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The Group’s operations in the Kingdom of Saudi Arabia are subject to zakat in accordance with the regulations of the Zakat, Tax & Customs Authority ("Z ATCA"), any amount accrued under these regulations is charged to the consolidated statement of profit or loss. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the consolidated statement of financial position in the countries where the Group’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 22 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.19 Current and deferred income tax and zakat (continued) Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. 2.20 Treasury shares Where any group company purchases the Company’s equity instruments, for example as the result of a share - based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Group as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Group through retained earnings. 2.21 Share based payments Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. The grant date fair value of share -based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the awards shall be measured at the grant date, and it is not subsequently re -measured. The fair value of the shares are determined as per the observable market price of the shares at the grant date and adjusted for the expected dividends per share until the end of the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non -market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. 2.22 Royalties The Group has entered into agreements with various international franchisors for the use of the trademarks and business models. The royalty fee payable for the use of trademarks and business models is computed as a percentage of gross sales and is expensed in the year in which it accrues against the revenue recognised.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 23 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.23 Segment reporting Operating segments are reported in a manner consistent with the resource allocation and risk management by the chief operating decision makers. The chief operating decision makers assess the financial performance and position of the Group and makes strateg ic decisions. The chief operating decision makers consist of the chief executive officer, the chief financial officer and the chief operating officer. 2.24 Franchise rights Franchise rights acquired through business acquisition are recognised as intangible assets at their fair value on the date of acquisition. These rights are amortised on a straight-line method over its estimated useful life of 25 years. 2.25 Basis of consolidation (a) Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which contro l is transferred to the Group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method of accounting to account for business combinations, except for acquisitions involving entities under common control, which are accounted for using the predecessor method. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition -related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree either at fair value or at the non -controlling interests’ proportionate share of the acquiree’s net assets. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in the consolidated statement of profit or loss. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the consolidated statement of profit or loss. The excess of the consideration transferred, the amount of any non -controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non -controlling interests recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the consolidated statement of profit or loss. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss , consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of financial position respectively. (b) Transactions eliminated on consolidation Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 24 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.25 Basis of consolidation (continued) (c) Changes in interests in subsidiaries without change of control Transactions with non -controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant shares acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. (d) Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re -measured to its fair value at the date when control is lost, with the change in carrying amount recognised in the consolidated statement of profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are a ccounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to the consolidated statement of profit or loss. 2.26 Earnings per share The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding , excluding treasury shares . Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of shares on formation for the effects of all dilutive potential ordinary shares. 2.27 Rounding of amounts All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated. 3 FINANCIAL RISK MANAGEMENT 3.1 Financial risk factors The Group’s activities may expose it to a variety of financial risks: market risk (including foreign exchange risk, price and cash flow and fair value interest rate risk), credit risk and liquidity risk. The management carries out risk assessment for manag ing each of these risks. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is predominately controlled by a central treasury department of the Group under policies approved by the Board of Directors. The central treasury department identifies, evaluates and hedges financial risks in close co -operation with the Gro up’s operating units. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and use of non-derivative financial instruments, and investment of excess liquidity. (a) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group’s exposure to market risk arises from:
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 25 3 FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factors (continued) (a) Market risk (continued) (i) Foreign exchange risk The Group operates in various countries and undertakes transactions denominated in various currencies, other than the functional currency of each of the Group’s entities. Foreign exchange risk arises from its future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group is mainly exposed to foreign currency risk as a result of gain or losses from translated assets and liabilities denominated in foreign currencies, such as cash and cash equivalents balances, trade and other receivables, trade and other payables and bank facilities. The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the Kuwaiti Dinar (“KWD”), Saudi Riyal (“SAR”), UAE Dirham (“AED”), and Egyptian Pound (“EGP”). Foreign exchange risk between KWD, SAR, and AED is limited. Furth ermore, with respect to the Lebanese Lira ( “LL”), the Group is exposed to the hyperinflationary environment on its operations in Lebanon (please refer to Note 4 for the critical accounting estimates used by management). However, the exposure of the exchange rate fluctuation is deemed insignificant to the financial statements for the years ended 31 December 2025 and 31 December 2024. Below is the sensitivity analysis for foreign exchange risk exposure under EGP. As at 31 December 2025, if the EGP foreign exchange rate had strengthened/weakened by 10% (2024: 10%) with all other variables including tax rate being held constant, the profit after tax for the financial year would have been lower/higher by USD 841 thousand (2024: USD 642 thousand), mainly as a result of foreign exchange gains/losses on translation of EGP-denominated trade payables and receivables. There are no significant foreign exchange risks from the other currencies as at 31 December 2025 and 2024. (ii) Price risk The Group is not exposed to significant price risk as it does not have investments in traded equity securities or similar assets and liabilities. (iii) Cash flow and fair value interest rate risk There is no significant exposure to interest rate fluctuations as cash and cash equivalents and short-term deposits are at a fixed interest rate. The Group’s central treasury ensures that deposits are placed at the best prevailing market rate at the time of initiating each deposit. (b) Credit risk Credit risk is the risk that the Group will incur a loss because of its customer or counterparty failed to discharge their contractual obligation and principally arises from the Group’s receivables from customers . The Group has no significant concentration of credit risk as the Group has a diverse customer base, with most of the trade receivables being from aggregators. The Group structures the levels of credit risk it accepts by placing limits on its exposure to a single counterparty, or groups of counterparties. Such risks are subject to a quarterly or more frequent review. The Group set out policies and procedures for m anaging exposure to credit.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 26 3 FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factors (continued) (b) Credit risk (continued) The financial instruments exposed to credit risk are as follows: US Dollars’000 31 December 2025 31 December 2024 Short term and long-term deposits with banks (Note 10) 263,073 213,695 Cash and cash equivalents excluding cash on hand 152,612 79,791 Trade and other receivables* 99,167 79,187 Due from related parties (Note 19) - 265 514,852 372,938 * Trade and other receivables noted above exclude advances to suppliers and prepaid expenses . Advances to suppliers and prepaid expenses are primarily related to landlords where the Group occupies the premises as per the lease agreements. There is no official credit rating for trade and other receivables. (i) Cash and cash equivalents and short-term and long-term deposits with banks The Group manages credit risk exposure arising from cash and cash equivalents, short-term and long-term deposits with banks by dealing with well-established banks of repute in the countries in which it operates. This is assessed based on Moody’s credit rating of the bank with which balances are maintained by the Group which primarily range from Aa2 to Caa1 at the reporting date of which majority of the cash and cash equivalents and short-term deposits are with investment grade banks. (ii) Trade and other receivables The credit quality of the customers is assessed according to their financial positions, past experience and other relevant factors. The utilisation of credit limits and outstanding receivables are regularly monitored. The maximum exposure to credit risk at the reporting date is the carrying value of trade and other receivables mentioned above. The Group is not exposed to material expected credit losses as payments from its customers (mainly aggregators) are generally received within 7 -14 days. Therefore, the expected credit loss allowance on trade and other receivables was immaterial. (iii) Due from related parties Credit risk on due from related parties is considered minimal as management monitors and reconciles related party balances on a regular basis and assesses the related parties to ensure they have sufficient resources to settle the obligations and, hence, re coverability is not considered to be doubtful. Management does not expect any losses from non-performance by such related parties. At 31 December 2025, and 31 December 2024 the expected credit loss allowance on due from related parties was immaterial. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and short term deposits, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 27 3 FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factors (continued) (c) Liquidity risk (continued) The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining years at the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows: US Dollars’000 As on 31 December 2025 Within 1 year 1 year to 5 years More than 5 years Total Lease liabilities 212,414 386,470 175,388 774,272 Due to related parties (Note 19) 16,681 - - 16,681 Trade and other payables (excluding value added tax payable and unearned income) 436,225 - - 436,225 665,320 386,470 175,388 1,227,178 US Dollars’000 As on 31 December 2024 Within 1 year 1 year to 5 years More than 5 years Total Lease liabilities 190,843 349,159 153,816 693,818 Due to related parties (Note 19) 13,262 - - 13,262 Trade and other payables (excluding value added tax payable and unearned income) 363,783 - - 363,783 567,888 349,159 153,816 1,070,863 At 31 December 2025, current liabilities exceeded current assets by USD 156,612 thousand (2024: USD 89,635 thousand). The Group’s exposure to liquidity risk is managed by central treasury department using cashflow projections on a regular basis to ensure that sufficient funds and banking facilities are available to discharge the Group’s liabilities and meet the Group’s future commitments. For the financial year ended 31 December 202 5, the Group’s net cash generated from operating activities amounted to USD 588,997 thousand (2024: USD 432,801 thousand). At the end of the reporting period, the Group held short term deposits with banks of USD 145,235 thousand (2024: USD 213,695 thousand). In addition, the Group also has long term deposit with banks USD 117,838 thousand (2024: Nil) that are expected to readily generate cash inflows for managing liquidity risk. The Group has adequate amount of committed credit facilities, including available bank overdraft facilities which can be utilised to meet the obligations within the next 12 months. 3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure comprises of the equity plus debt. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. There is no imposed external or internal capital requirements.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 28 3 FINANCIAL RISK MANAGEMENT (continued) 3.3 Fair value estimation The 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 fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, p ricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. The fair value of financial instruments that are not traded in an active market is based on valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, these instruments are included in level 2. If one or more of the significant inputs is not based on observable market data, these instruments are included in level 3. The carrying value less impairment provision of current trade receivables , cash and cash equivalents, short term deposits and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Other receivables and payables approximate their fair values. 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical judgements Control of a subsidiary The management has concluded that the Group controls Bahrain and Kuwait Restaurants Company, even though it holds less than half of the voting rights of this subsidiary. Americana Restaurants, the largest shareholder with a 40% equity interest, has the exclusive right to manage Bahrain and Kuwait Restaurants Company. According to the contractual arrangements in place, the Group appoints all key management and makes all the key operating decisions which further suggests it has power over the investee and thu s consolidates based on these facts. Aggregation of operating segments Once the operating segments of a reporting entity are identified, the guidance permits aggregation of two or more operating segments if they exhibit similar economic characteristics and other operating similarities. Judgement has been applied in determining whether the operating segments exhibit similar economic characteristics and other operating similarities to meet the quantitative aggregation criteria.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 29 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) Hyperinflation The Group exercises significant judgement in determining the onset of hyperinflation in countries in which it operates and whether the functional currency of its subsidiary is the currency of a hyperinflationary economy. Various characteristics of the economic environment of each country are taken into account. These characteristics include, but are not limited to, whether: • the general population prefers to keep its wealth in non -monetary assets or in a relatively stable foreign currency; • prices are quoted in a relatively stable foreign currency; • sales or purchase prices take expected losses of purchasing power during a short credit period into account; • interest rates, wages and prices are linked to a price index; and • the cumulative inflation rate over three years is approaching, or exceeds, 100%. Management exercises judgement as to when a restatement of the financial statements of a subsidiary becomes necessary. Following management’s assessment, the subsidiary of the Group , International Touristic Projects Lebanese Co has been accounted for as entity operating in hyperinflationary economies. The results, cash flows and financial positions of International Touristic Projects Lebanese Co have been expressed in terms of the measuring units current at the reporting date. The economy of Lebanon was assessed to be hyperinflationary effective September 2020, and hyperinflation accounting has been applied since. The general price index used as published by the International Monetary Fund is as follows: Date Base year General price index Inflation rate (%) 31 December 2024 2019 6,896 6,331% 31 December 2025 2019 7,913 7,279% The Group’s management has assessed the impact and adjusted for the effects of hyperinflation as set out below: US Dollars’000 31 December 2025 31 December 2024 Income statement Increase in revenue 921 700 Monetary (loss) / gain from hyperinflation (1,052) 125 Increase in cost of revenues (361) (268) Increase in selling and marketing expenses (1,008) (917) Increase in general and administrative expenses (119) (207) Others 531 438 Decrease in profit after tax (1,088) (129) Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 30 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) Critical accounting estimates and assumptions (continued) Impairment of non-financial assets The Group has determined that the smallest cash generating units (“CGU”) is its Brand-Country level primarily on the basis that the Group is required to maintain a minimum number of restaurants in each country in order to maintain the exclusivity right in line with the franchise agreements. Management also leverages its shared services infrastructure in each country, and it has developed financial and operating performance indicators on a brand- country level. Management performs a quarterly study to identify indications of impairment according to IAS 36, Impairment of Assets (“IAS 36”), in which discounted future cash flows are calculated to ascertain whether the value of assets has become impaired. Impairment indicators during the year pertained to the financial performance of certain cash generating units. However, a risk exists whereby the assumptions used by management to calculate future cash flows may not be reasonable based on current conditions and those prevailing in the foreseeable future. The non- financial assets that were assessed for impairment are property and equipment, right of use assets and intangible assets amounting to USD 1,015,539 thousand as at 3 1 December 2025 (31 December 2024: USD 954,016 thousand). The impairment recognised in the consolidated income statement on these non-financial assets are as follows: US Dollars’000 31 December 2025 31 December 2024 Property and equipment (Note 5) 2,131 1,908 Right-of-use assets (Note 11) 3,272 2,202 Intangible assets (Note 7) 156 8,521 Total 5,559 12,631 The following table presents the Group’s key assumptions and the effect of the sensitivity analysis on the consolidated statement of comprehensive income on those assumptions: Reversal/(Impairment of non-financial assets) US Dollars’000 Change in assumption Year ended 31 December 2025 Year ended 31 December 2024 Growth rate +/-0.5% 499 (657) 1,300 (672) Discount rate +/-0.5% (92) 58 (159) 168 Inflation rate +/-1.0% (1,151) 857 (1,136) 1,579 Key assumptions used in value in use calculations for the year ended 31 December 2025 and 2024 are as follows: CGUs impairment testing: Key assumptions 2025 GCC Lower Gulf North Africa Others Growth rate 3%-7% 2% - 12% 3% - 8% 1% - 20% Discount rate 9% 9% - 12% 12% - 18% 10% - 30% Increase/decrease in inflation rate 2% 1% - 3% 2% - 12% 2% - 20% CGUs impairment testing: Key assumptions 2024 GCC Lower Gulf North Africa Others Growth rate 3% - 11% 3% - 41% 3% - 21% 3% - 42% Discount rate 10% 10% - 12% 12% - 17% 11% - 30% Increase/decrease in inflation rate 2% 1% - 2% 2% - 21% 2% - 35%
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 31 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) Critical accounting estimates and assumptions (continued) Taxes The Group is subject to corporate income tax and Zakat. Significant judgment is required in determining the provision for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises a liability for anticipated taxes based on estimates of whether additional taxes will be due to be paid. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax an d deferred tax provisions in the year in which such determination is made (Note 28). Foreign currency translation - International Touristic Projects Lebanese Co. International Touristic Projects Lebanese Co. ("Americana Lebanon") is a wholly owned subsidiary of the Group. During 2023, the banks in Lebanon implemented unofficial foreign exchange controls in the banking sector to manage the shortages. The US Dollar ("USD") has been in wide use and circulation over the last 2 decades or more. In terms of IFRS, where a country has multiple exchange rates, judgement is required to determine which exchange rate qualifies as a spot rate that can be used for the translation of foreign operations. Factors to determine this include whether the currency is available at an official exchange rate. In May 2021, the Central Bank of Lebanon ('the BDL') launched a new foreign exchange platform, namely the Sayrafa platform, where US Dollars can be sold or purchased at a rate determined by the BDL. The Sayrafa US$/LL rate was set at LL 12,000 upon the lau nching of the platform and had reached LL 85,500 by 30 June 2023. As of 1 February 2023, a new US$/LL exchange rate was adopted by the Central Bank of Lebanon of LL 15,000 as compared to the previous rate of LL 1,507 .5. During the month of August 2023, the Sayrafa platform was decommissioned and a new rate was set by the Central Bank of Lebanon (“the BDL rate”) which reached LL 89,500 as at 31 December 2023. There is no change in the rate as at 31 December 2025. Extension or termination options The Group determines the lease term as the non -cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. Management have concluded not to include any extension or termination options in the IFRS 16 lease period on the basis that it is not reasonably certain to exercise the options given the options requires both part ies mutually agreeing on renewed terms and conditions . Refer to Note 11 for further information. Useful lives and residual values of property and equipment Management assigns useful lives and residual values to 'Property and equipment based on the intended use of the assets and the economic lives of those assets. Subsequent changes in circumstances such as technological advances and prospective utilisation of the assets concerned could result in the actual useful lives or residual values differing from initial estimates. Where management determines that the useful life of an asset group or residual value of the asset requires amendment, the net book amount in excess of the residual value is depreciated over the revised remaining useful life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Discounting of lease payments The lease payments are discounted using the incremental borrowing rate (“IBR”) determined by the Group . Management has applied judgments and estimates to determine the IBR at the commencement of lease.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 32 5 PROPERTY AND EQUIPMENT US Dollars’000 Land Leasehold improvements and furniture Buildings and cold rooms Equipment and tools Vehicles Capital work in progress Total Cost As at 1 January 2025 19,387 455,112 108,145 406,315 15,359 15,972 1,020,290 Additions - 20,752 3,552 35,459 1,078 39,803 100,644 Acquisition of a subsidiary (Note 36) - 6,267 525 9,601 631 134 17,158 Disposals - (16,513) (3,182) (9,676) (2,221) (454) (32,046) Hyperinflation adjustment 1,151 1,456 1,634 1,286 65 - 5,592 Transfers * - 23,882 1,508 10,303 (9) (36,839) (1,155) Foreign currency translation difference 101 3,144 1,080 3,082 52 130 7,589 As at 31 December 2025 20,639 494,100 113,262 456,370 14,955 18,746 1,118,072 Accumulated depreciation and impairment As at 1 January 2025 - 321,134 90,549 267,912 11,934 - 691,529 Charge for the year - 40,515 4,838 40,162 1,273 - 86,788 Acquisition of a subsidiary (Note 36) - 5,690 313 7,753 597 - 14,353 Disposals - (15,066) (3,070) (9,131) (2,088) - (29,355) Hyperinflation adjustment - 1,620 1,707 1,357 66 - 4,750 Transfers * - (2,604) 9 2,082 (34) - (547) Impairment loss - 2,131 - - - - 2,131 Foreign currency translation difference - 2,105 568 1,732 48 - 4,453 Others - - - - - 2,565 2,565 As at 31 December 2025 - 355,525 94,914 311,867 11,796 2,565 776,667 Net book amount As at 31 December 2025 20,639 138,575 18,348 144,503 3,159 16,181 341,405 Capital work in progress mainly comprises of outlets under construction and equipment under assembly. *Management has revised the categories of certain property and equipment items, resulting in a transfer between Leasehold improvements , Buildings and cold rooms and Equipment and tools.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 33 5 PROPERTY AND EQUIPMENT (continued) US Dollars’000 Land Leasehold improvements and furniture Buildings and cold rooms Equipment and tools Vehicles Capital work in progress Total Cost As at 1 January 2024 18,606 488,970 89,730 353,507 16,996 17,172 984,981 Additions - 17,825 3,244 33,047 703 42,800 97,619 Disposals - (19,189) (5,813) (16,540) (1,901) (251) (43,694) Hyperinflation adjustment 2,341 2,819 3,283 2,278 115 - 10,836 Transfers * - (23,928) 21,572 44,723 (108) (43,089) (830) Foreign currency translation difference (1,560) (11,385) (3,871) (10,700) (446) (660) (28,622) As at 31 December 2024 19,387 455,112 108,145 406,315 15,359 15,972 1,020,290 Accumulated depreciation and impairment As at 1 January 2024 - 339,124 76,409 229,786 12,442 - 657,761 Charge for the year - 39,817 4,786 35,248 1,615 - 81,466 Disposals - (17,908) (5,605) (16,000) (1,821) - (41,334) Hyperinflation adjustment - 2,711 2,957 2,209 115 - 7,992 Transfers * - (37,874) 14,278 22,842 (76) - (830) Impairment loss - 1,886 - 22 - - 1,908 Foreign currency translation difference - (6,622) (2,276) (6,195) (341) - (15,434) As at 31 December 2024 - 321,134 90,549 267,912 11,934 - 691,529 Net book amount As at 31 December 2024 19,387 133,978 17,596 138,403 3,425 15,972 328,761 Capital work in progress mainly comprises of outlets under construction and equipment under assembly. *Management has revised the categories of certain property and equipment items, resulting in a transfer between Leasehold imp rovements, Buildings and cold rooms and Equipment and tools.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 34 6 INVESTMENT PROPERTIES US Dollars ‘000 Land Buildings and cold rooms Total Cost As at 1 January 2025 306 5,034 5,340 Additions - 59 59 Transfers - 374 374 Foreign currency translation difference 20 218 238 As at 31 December 2025 326 5,685 6,011 Accumulated depreciation and impairment As at 1 January 2025 - 1,984 1,984 Charge for the year - 167 167 Transfers - 13 13 Foreign currency translation difference - 135 135 As at 31 December 2025 - 2,299 2,299 Net book amount As at 31 December 2025 326 3,386 3,712 US Dollars ‘000 Land Buildings and cold rooms Total Cost As at 1 January 2024 503 7,384 7,887 Disposals - (133) (133) Foreign currency translation difference (197) (2,217) (2,414) As at 31 December 2024 306 5,034 5,340 Accumulated depreciation and impairment As at 1 January 2024 - 3,066 3,066 Charge for the year - 195 195 Disposals - (52) (52) Foreign currency translation difference - (1,225) (1,225) As at 31 December 2024 - 1,984 1,984 Net book amount As at 31 December 2024 306 3,050 3,356 The fair value for disclosure purposes is determined by professionally qualified external valuers once every year. Based on the valuations, the fair value of the Group’s investment properties at that date was determined at USD 23,081 thousand (2024: USD 17,039 thousand).
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 35 6 INVESTMENT PROPERTIES (continued) The lease income recognised during the year ended 31 December 2025 is USD 2,257 thousand (2024: USD 1,843 thousand). Refer to Note 20. Direct operating expenses arising from investment property that generated rental income during the year amounted to USD 1,279 thousand (202 4: USD 1,216 thousand). The Group has no restrictions on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements. Future minimum lease income under non-cancellable operating leases of investment properties are as follows: US Dollars’000 31 December 2025 31 December 2024 Within one year 2,253 1,625 Between 1 and 2 years 1,658 1,421 Between 2 and 3 years 1,381 1,184 Between 3 and 4 years 829 711 Between 4 and 5 years 1,658 1,421 Later than 5 years 1,431 1,058 9,210 7,420 Fair value of investment property (for disclosure purposes) The fair valuation for the leased properties for disclosure purpose was performed using the ‘Income approach’ which involves determination of the value of the investment propert ies by calculating the net present value of expected future earnings. The valuation method adopted for these properties is based on inputs that are not based on observable market data (that is, unobservable inputs - Level 3). The valuation method adopted for these properties fall under level 3. For vacant investment propert ies, the ‘Market approach’ was used to determine the fair value. This involves determination of the value of the asset with reference to comparable market transactions for assets in close proximity. These values are adjusted for differences in key attributes such as size, gross floor area and location (that is, significant observable input – Level 3). The significant unobservable inputs used and related sensitivity analysis are as follows: Year ended 31 December Assumption Average value of the assumption Sensitivity analysis 2025 Rental rate USD 1,788 per m2 An increase/(decrease) of 1% would increase / (decrease) the investment properties’ fair value by USD 486 thousand. 2024 Rental rate USD 1,628 per m2 An increase/(decrease) of 1% would increase/ (decrease) the investment properties’ fair value by USD 359 thousand.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 36 7 INTANGIBLE ASSETS US Dollars’000 Franchise and agencies Franchise rights Software Goodwill Work in progress Others Total Cost As at 1 January 2025 70,865 - 48,632 8,458 4,948 - 132,903 Additions 8,263 - 776 - 3,176 - 12,215 Acquisition of a subsidiary (Note 36) - 7,902 732 - - - 8,634 Transfers 254 - 4,762 - (4,600) - 416 Hyperinflation adjustment 232 - - - - - 232 Disposals (4,271) - (72) - - - (4,343) Foreign currency translation difference 640 - 116 - - - 756 As at 31 December 2025 75,983 7,902 54,946 8,458 3,524 - 150,813 Accumulated amortisation and impairment As at 1 January 2025 41,384 - 23,860 8,458 - - 73,702 Amortisation 4,895 357 9,293 - - - 14,545 Acquisition of a subsidiary (Note 36) - - 641 - - - 641 Transfers - - 169 - - - 169 Disposals (2,293) - (58) - - - (2,351) Hyperinflation adjustment 271 - - - - - 271 Impairment loss - - 156 - - - 156 Foreign currency translation difference 295 - 73 - - - 368 As at 31 December 2025 44,552 357 34,134 8,458 - - 87,501 Net book amount As at 31 December 2025 31,431 7,545 20,812 - 3,524 - 63,312
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 37 7 INTANGIBLE ASSETS (continued) US Dollars’000 Franchise and agencies Franchise rights Software Goodwill Work in progress Others Total Cost As at 1 January 2024 68,092 - 42,407 8,458 3,342 187 122,486 Additions 8,807 - 1,128 - 7,264 - 17,199 Transfers 165 - 5,782 - (5,656) - 291 Hyperinflation adjustment 449 - - - - - 449 Disposals (4,025) - (80) - - (187) (4,292) Foreign currency translation difference (2,623) - (605) - (2) - (3,230) As at 31 December 2024 70,865 - 48,632 8,458 4,948 - 132,903 Accumulated amortisation and impairment As at 1 January 2024 39,085 - 15,790 - - 187 55,062 Amortisation 4,427 - 8,255 - - - 12,682 Transfers - - 145 - - 145 Disposals (1,496) - (56) - - (187) (1,739) Hyperinflation adjustment 366 - - - - - 366 Impairment loss - - 63 8,458 - - 8,521 Foreign currency translation difference (998) - (337) - - - (1,335) As at 31 December 2024 41,384 - 23,860 8,458 - - 73,702 Net book amount As at 31 December 2024 29,481 - 24,772 - 4,948 - 59,201 ‘Franchise and agencies’ comprise of franchise fee paid to third parties for licensing and operation of restaurant chains in line with the related franchise agreements (Note 2.7). ‘Franchise Rights’ comprise of rights acquired through a business acquisition (Note 2.24). Goodwill amounting to USD 8,458 thousand was fully impaired during the year ended 31 December 2024. Work in progress mainly comprises of software and applications under development.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 38 8 INVENTORIES US Dollars’000 31 December 2025 31 December 2024 Raw materials 118,396 96,838 Filling and packing materials 10,045 9,780 Other materials 13,205 12,604 Goods in transit 10,634 12,318 Spare parts 8,314 7,846 160,594 139,386 Provision for obsolete, slow moving and defective inventories (5,514) (4,987) 155,080 134,399 The cost of inventories recognised as an expense during the year was USD 714,319 thousand (2024: USD 642,034 thousand) (Note 21). The movements in the provision for obsolete, slow moving and defective inventories are given below: US Dollars’000 2025 2024 As at 1 January 4,987 5,041 Net provision for slow moving items 2,662 1,978 Write-offs against provision for slow moving items (2,179) (1,907) Reclassification - 38 Foreign currency translation difference 44 (163) As at 31 December 5,514 4,987 9 TRADE AND OTHER RECEIVABLES US Dollars’000 31 December 2025 31 December 2024 Trade receivable 53,328 36,340 Less: loss allowance (1,672) (1,758) 51,656 34,582 Prepaid expenses 38,012 36,412 Advances to suppliers 1,612 2,320 Refundable deposits 16,100 15,373 Accrued income 15,396 13,898 VAT receivables 4,558 5,371 Staff receivables 2,553 2,330 Insurance receivables 410 433 Others 8,494 7,200 138,791 117,919 Analysed as follows: US Dollars’000 31 December 2025 31 December 2024 Current portion 128,007 110,421 Non-current portion 10,784 7,498 138,791 117,919
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 39 9 TRADE AND OTHER RECEIVABLES (continued) The Group has a broad base of customers with no concentration of credit risk within trade receivables at 31 December 2025 and 31 December 2024. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable: US Dollars’000 31 December 2025 31 December 2024 Up to 3 months 51,814 34,872 3 to 6 months 449 403 Over 6 months 1,065 1,065 53,328 36,340 The loss allowance on trade receivables is primarily concentrated in the balances over 6 months which had a n expected credit loss allowance of 100% amounting to USD 1,065 thousand (2024: 100% amounting to USD 1,065 thousand). Balances between 3 to 6 months had an expected credit loss allowance of 68% amounting to USD 305 thousand (2024: 61% amounting to USD 247 thousand). Balances up to 3 months had an expected credit loss allowance of 1% amounting to USD 302 thousand (2024: 1% amounting to USD 446 thousand). Movement in the loss allowance on trade receivables during the year: US Dollars’000 2025 2024 As at 1 January 1,758 1,242 Charge during the year 251 1,093 Write-offs against the loss allowance on trade receivables (352) (528) Foreign currency translation differences 15 (49) As at 31 December 1,672 1,758 The other classes within trade and other receivables do not contain impaired assets and are not exposed to significant credit risk. The carrying amounts of the Group’s trade receivables are denominated in the following currencies: US Dollars’000 31 December 2025 31 December 2024 UAE Dirham 19,706 15,167 Saudi Riyal 12,751 8,653 Kuwaiti Dinar 7,123 3,437 Egyptian Pound 2,996 1,588 US Dollar 311 158 Other 10,441 7,337 53,328 36,340 The carrying value less loss allowance on trade and other receivables is assumed to approximate their fair values due to the short-term nature of trade receivables.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 40 10 CASH AND CASH EQUIVALENTS AND TERM DEPOSITS WITH BANKS US Dollars’000 31 December 2025 31 December 2024 Cash on hand 1,725 1,679 Cash at banks 72,831 50,424 Short-term deposits with original maturity of 3 months or less 79,781 29,367 Cash and cash equivalents 154,337 81,470 Short term deposits with banks: US Dollars’000 31 December 2025 31 December 2024 Short term deposits with maturity of 3 to 12 months 145,235 213,695 Long term deposits with banks: US Dollars’000 31 December 2025 31 December 2024 Long term deposits with maturity of more than 12 months 117,838 - Bank balances are held with local and international branches of reputable banks. Management views these banks as having a sound performance history and satisfactory credit ratings. Deposits are presented as cash equivalents only if they have a maturity of three months or less from the date of acquisition or are readily convertible to known amounts of cash which are subject to insignificant risk of changes in value. 11 LEASES (i) Amounts recognized in the consolidated statement of financial position Right of use assets US Dollars’000 31 December 2025 31 December 2024 As at 1 January 566,054 498,503 Additions 255,162 279,400 Disposals (7,179) (16,217) Acquisition of a subsidiary (Note 36) 2,471 - Transfers - 714 Depreciation charge for the year (205,566) (183,810) Impairment loss (3,272) (2,202) Hyperinflation adjustment 446 419 Foreign currency translation difference 2,706 (10,753) As at 31 December 610,822 566,054 The additions of right-of-use assets is a non-cash activity and hence does not appear in the consolidated statement of cash flows with the exception of payments for key money of USD 1,680 thousand (31 December 2024: USD 504 thousand) which is included in the consolidated statement of cash flows under investing activities.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 41 11 LEASES (continued) (i) Amounts recognized in the consolidated statement of financial position (continued) Net book amount of right-of-use assets by category is as follows: US Dollars’000 31 December 2025 31 December 2024 Building and leasehold 583,885 539,877 Key money 7,002 8,068 Land 9,882 7,373 Vehicles 10,053 10,736 610,822 566,054 US Dollars’000 31 December 2025 31 December 2024 Lease liabilities Non-current 429,297 389,241 Current 208,169 189,590 637,466 578,831 (ii) Amounts recognised in the consolidated statement of profit or loss US Dollars’000 31 December 2025 31 December 2024 Depreciation charge of right of use assets: Building and Leasehold 193,336 173,701 Key money 3,080 3,270 Land 2,591 1,583 Vehicles 6,559 5,256 205,566 183,810 Hyperinflation adjustment gain (446) (419) Impairment loss on right of use assets 3,272 2,202 Finance costs on lease liabilities (Note 25) 40,867 32,319 US Dollars’000 31 December 2025 31 December 2024 Other rent expenses Expense relating to short-term and low-value leases 26,134 29,431 Expense relating to variable lease payments not included in lease liabilities 17,464 14,847 43,598 44,278 Variable payment terms Some of the leases contain variable payment terms that are linked to sales generated from respective restaurants. Variable payment terms are used for a variety of reasons, including minimising the fixed cost base for newly established restaurants or for re asons of margin control and operational flexibility. These terms vary across the Group. Extension options and termination options The effect of exercising extension and termination options was an increase in recognised lease liabilities of USD 173,879 thousand (2024: USD 188,922 thousand). Such leases were renewed, extended or terminated based on mutually agreed terms and conditions between lessor and lessee.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 42 12 PROVISION FOR EMPLOYEES’ END OF SERVICE BENEFITS US Dollars’000 31 December 2025 31 December 2024 Note As at 1 January 68,375 68,561 Current service cost 26 9,878 10,220 Interest expense 25 3,226 3,326 Total amount recognised in the consolidated statement of profit or loss 13,104 13,546 Remeasurement of employees’ end of service benefits - changes in financial assumptions 333 439 Total amount recognised in the consolidated statement of other comprehensive income 333 439 Payments (11,092) (14,121) Foreign currency translation differences 25 (50) As at 31 December 70,745 68,375 In accordance with the provisions of IAS 19, management has carried out an exercise to assess the present value of its defined benefit obligation as at 31 December 202 5 and 31 December 202 4, using the projected unit credit method, in respect of employees’ end of service benefits payable under labour laws prevailing in the countries in which the subsidiaries operate. Under this method, an assessment is made of the employee’s expected service life with the Group and the expected basic salary at the date of leaving the service. A provision is made, using actuarial techniques, for the full amount of end of service benefits due to the employees in accordance with the local labour law of the country where they are employed, for their year ended of service up to the reporting date. Management’s assumptions and sensitivity analysis are provided below. Below is the maturity analysis of the expected benefit payments (undiscounted): US Dollars’000 31 December 2025 31 December 2024 Within one year 18,598 18,238 Between 2 and 5 years 50,548 50,575 Later than 5 years 58,822 59,457 Actuarial assumptions and sensitivity: 31 December 2025 31 December 2024 Average discount rate used 4.96% 6.28% Average salary growth rate 2.7% 3.10% Salary growth effective date during the year April – July April - July Withdrawal rates per annum 20-25 % 20-25% Employee retirement age 60 60 Average duration 3-4 years 3-4 years Sensitivity of the key actuarial assumptions US Dollars ‘000 Increase/(decrease) of employees’ end of service benefits as on Change in assumption 31 December 2025 31 December 2024 Discount rate +/-1.0% (2,333) 2,128 (2,241) 1,980 Salary growth rate +/-1.0% 2,181 (2,422) 2,203 (2,488)
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 43 13 TRADE AND OTHER PAYABLES US Dollars’000 31 December 2025 31 December 2024 Trade payables 179,231 139,662 Accrued expenses 173,755 144,719 Accrued staff benefits 43,744 37,067 Unearned income* 21,755 39,289 Non-trade payables 20,452 25,926 Value added tax payable 7,348 8,726 Deposits 3,306 2,200 Other payables 15,737 14,209 465,328 411,798 Analysed as follows: US Dollars’000 31 December 2025 31 December 2024 Current portion 462,599 392,038 Non-current portion* 2,729 19,760 465,328 411,798 *Unearned income represents an upfront payment received as an advance discount on the purchases of goods that are to be made during the year. The discount on purchases is deducted from cost of inventory for the volume purchased in each reporting period and amortised to cost of goods sold. Non-current portion pertains to the portion of unearned income from advance discounts on the purchase of inventory expected to be utilised and recognised within the cost of inventory within a period exceeding 12 months. 14 PROVISIONS FOR LEGAL, TAX AND OTHER CLAIMS US Dollars’000 31 December 2025 31 December 2024 Legal cases 5,449 5,641 Provision for termination and closure 121 2,980 Tax 9,507 7,858 Other provisions - 662 15,077 17,141 Legal cases The provision consists of the total amount provided to meet specific legal claims against the Group from external parties. Management believes that after obtaining appropriate legal advice, the outcome of such legal claims will not substantially exceed the value of the provision as at 31 December 2025 and 31 December 2024. Provision for termination and closure The provision relates to the closure and termination charges along with other related costs which are expected to be incurred for the closure of restaurants over the upcoming period. Tax and other provisions Other provisions include of ongoing assessments by the relevant authorities for open years dispute in relation to taxes and Zakat. Management believes that provision for probable future tax assessments is adequate based upon previous years’ tax examinations and past interpretations of the tax laws and that the position taken in tax returns will be sustained upon examination by the relevant tax authorities (Note 3 0). The management reviews these provisions on a yearly basis, and the allocated amount is adjusted according to the latest developments, discussions and agreements with such parties.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 44 15 INCOME TAX, ZAKAT AND OTHER DEDUCTIONS PAYABLE US Dollars’000 31 December 2025 31 December 2024 Taxes payable within one year comprise: Income Tax 29,462 10,609 Zakat 351 1,741 Income tax and zakat payable 29,813 12,350 Other taxes payable 6,932 5,504 Income tax, zakat and other deductions payable 36,745 17,854 The movement of income tax and zakat payable is as follows: US Dollars’000 31 December 2025 31 December 2024 As at 1 January 12,350 7,598 Subsidiaries income tax and zakat charge 37,009 21,091 Payments (18,416) (14,898) Others (1,130) (1,441) As at 31 December 29,813 12,350 Deferred tax assets and liabilities The following is the analysis of deferred tax balances: US Dollars’000 31 December 2025 31 December 2024 Deferred tax assets 3,594 2,280 Deferred tax liabilities (2,110) (2,015) 1,484 265 The movement of deferred tax assets and liabilities are as follows: US Dollars’000 31 December 2025 31 December 2024 As at 1 January 265 1,381 On acquisition of a subsidiary (Note 36) 608 - Net credit to profit or loss 1,358 364 Monetary loss from hyperinflation (839) (784) Foreign currency translation difference 92 (696) As at 31 December 1,484 265
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 45 16 NON-CONTROLLING INTERESTS The movement in NCI during the year was as follows: US Dollars’000 31 December 2025 31 December 2024 As at 1 January 3,686 12,014 Share of net loss for the year (673) (7,355) Other comprehensive income item: Remeasurement of end of service benefits (4) 2 Foreign currency translation differences 15 (20) Total other comprehensive income 11 (18) Other changes in non-controlling interests: Effects of acquisition of additional shares in a subsidiary (1,562) - Cash dividends paid by subsidiaries (478) (955) Total other changes in non-controlling interests (2,040) (955) As at 31 December 984 3,686 On 9 December 2025, a subsidiary of the Group entered into a Shareholders’ Agreement with another shareholder to acquire an additional 10 % shareholding in Almusharaka for Touristic Restaurants Services, General Trading, Import & Export Company Ltd. at a consideration of USD 4,623 thousand. After the acquisition of 10% shareholding, the total shareholding of a subsidiary in group is 100 %. 17 SHARE CAPITAL, TREASURY SHARES AND OTHER RESERVES Share Capital As at 31 December 2025 and 31 December 2024, Americana Restaurants International PLC’s authorised, issued and paid up capital is USD 168,473 thousand comprising of 8,423,633,100 shares with nominal value of USD 0.02 per share. Treasury shares On 24 April 2024, the shareholders approved the purchase of 25,000,000 of its own shares (“treasury shares”) to allocate to a long-term incentive plan (“LTIP”), which was subsequently approved by the regulators. As authorised by shareholders, the Board of Directors approved the LTIP on 27 June 2024. As at 31 December 2025, the Group has 25,000,000 treasury shares against a consideration of USD 16,749 thousand (USD 0.67 per share) and the Group has allocated 12,370,422 shares out of the total treasury shares purchased towards the LTIP (refer to Note 35). Other reserves US Dollars’000 Foreign currency translation reserve Share based payment reserve Total other reserves As at 1 January 2025 (30,277) 1,382 (28,895) Hyperinflation adjustment 2,274 - 2,274 Foreign currencies translation differences 2,173 - 2,173 Effects of acquisition of additional shares in a subsidiary 35 - 35 Share based expense - 1,594 1,594 As at 31 December 2025 (25,795) 2,976 (22,819)
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 46 17 SHARE CAPITAL, TREASURY SHARES AND OTHER RESERVES (continued) Other reserves (continued) US Dollars’000 Foreign currency translation reserve Share based payment reserve Total other reserves As at 1 January 2024 (21,822) - (21,822) Hyperinflation adjustment 1,283 - 1,283 Foreign currencies translation differences (9,738) - (9,738) Share based expense - 1,382 1,382 As at 31 December 2024 (30,277) 1,382 (28,895) 18 EARNINGS PER SHARE 31 December 2025 31 December 2024 Earnings Earnings for the purpose of basic and diluted earnings per share (profit for the year attributable to ordinary equity holders of the Company) USD'000 219,123 158,759 Number of ordinary shares outstanding 8,423,633,100 8,423,633,100 Less: weighted average number of treasury shares (25,000,000) (5,591,956) Adjusted weighted average number of ordinary shares outstanding 8,398,633,100 8,418,041,144 Basic and diluted earnings per share attributable to Shareholders of the Company (USD)* 0.02609 0.01886 * Share based payment (Note 3 5) has no dilution impact on the earnings per share. Achievement of the performance vesting conditions may impact the diluted earnings per share in the future. 19 RELATED PARTIES TRANSACTIONS AND BALANCES Related parties represent shareholders who have representatives in the Boards of Directors, members of the Boards of Directors, Senior Management and the companies which are controlled by the major shareholders. In the ordinary course of business, the Grou p has entered into arms -length transactions with related parties during the year. The following are the transactions and balances resulting from these transactions: US Dollars’000 31 December 2025 31 December 2024 Transactions with fellow subsidiaries of the Immediate Parent Company: Purchases of raw materials 59,448 66,072 Transitional Services Agreement (“TSA”) expense* 5,014 5,489 Investment property rental income 405 160 Lease property rental 503 442 Delivery and payment support 4,252 3,187 Key management personnel Short term employee benefits 3,904 3,673 End of service benefits 108 167 Board of Directors’ remuneration 1,545 1,545 Share based payment 789 806 * Transitional Services Agreement (“TSA”) expense This relates to a recharge of corporate expenses in relation to strategic guidance and advisory from an entity under common control of the Immediate Parent Company.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 47 19 RELATED PARTIES TRANSACTIONS AND BALANCES (continued) Due from related parties US Dollars’000 Name 31 December 2025 31 December 2024 Fellow subsidiaries under the Immediate Parent Company: Others - 265 Due to related parties US Dollars’000 Name Place of incorporation 31 December 2025 31 December 2024 Fellow subsidiaries controlled by the Immediate Parent Company: Farm Frites Mena General Trading FZCO UAE 5,468 - National Food Industries Company LLC KSA 4,974 6,198 The International Co. for Agricultural Development - Farm Frites Egypt (S.A.E) Egypt 1,249 2,497 Cairo Poultry Company S.A.E Egypt 843 1,005 Gulf Food Company Americana LLC UAE 216 440 The International Co. for Agricultural Production and Processing (S.A.E) Egypt 7 - Gulf Food Industries (California Garden) FZE UAE 5 5 Fellow subsidiaries controlled by the Ultimate Parent Company: Kuwait Food Company (Americana) K.S.C.C Kuwait 1,279 832 Entities controlled by a major shareholder: Noon AD Holdings Ltd. UAE 1,245 620 Barakat Vegetables and Fruits Co. LLC UAE 919 815 Nshmi Development LLC UAE 440 841 Noon Payments Digital Limited KSA 36 9 16,681 13,262 Key management personnel End of service benefits 896 777 The Group is jointly controlled by a government entity through a subsidiary of the Public Investment Fund of the Kingdom of Saudi Arabia. The Group applies the exemption for disclosure of transactions and balances with government related entities and its related parties, as these were considered immaterial. The transactions include utility charges, bank charges, rental charges. The balances include cash and cash equivalents. 20 REVENUES US Dollars’000 2025 2024 Food and beverage 2,500,616 2,189,958 Investment properties rental income 2,257 1,843 Other revenue 5,948 4,950 2,508,821 2,196,751
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 48 21 COST OF REVENUES US Dollars’000 2025 2024 Cost of inventory (Note 8) 714,319 642,034 Royalties 139,131 121,272 Staff costs (Note 26) 131,066 120,943 Depreciation and amortisation 106,839 96,782 Rent (Note 27) 13,512 13,672 Others 39,061 34,654 1,143,928 1,029,357 22 SELLING AND MARKETING EXPENSES US Dollars’000 2025 2024 Staff costs (Note 26) 223,105 206,228 Home delivery and transportation 180,599 133,696 Depreciation and amortisation 171,299 155,996 Advertisement and business development 109,177 98,174 Utilities and communication 66,064 60,941 Maintenance and other operating expenses 57,615 52,210 Rent (Note 27) 16,785 16,692 Others 61,458 60,767 886,102 784,704 Shared costs (i.e. indirect staff cost, depreciation and amortization, utilities, rent etc.) are allocated between the different functions on a reasonable basis such as allocation of floor space and other appropriate cost drivers. 23 GENERAL AND ADMINISTRATIVE EXPENSES US Dollars’000 2025 2024 Staff costs (Note 26) 106,947 94,932 Depreciation and amortisation 28,928 25,375 Repairs and maintenance 14,974 13,649 Rent (Note 27) 7,311 7,601 Utilities 5,621 5,158 Provision for tax, legal claims and others 5,776 3,860 Professional and legal 3,705 5,439 Travel and accommodation 2,437 1,815 Office administrative 1,219 1,476 Others 25,644 25,439 202,562 184,744 24 DEPRECIATION AND AMORTISATION US Dollars’000 2025 2024 Property and equipment (Note 5) 86,788 81,466 Intangible assets (Note 7) 14,545 12,682 Right of use assets (Note 11) 205,566 183,810 Investment property (Note 6) 167 195 307,066 278,153
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 49 25 FINANCE COSTS - NET US Dollars’000 2025 2024 Finance income 15,508 16,116 Finance costs on bank facilities 42 148 Finance costs on lease liabilities (Note 11) 40,867 32,319 Interest on employees’ end of service benefits (Note 12) 3,226 3,326 Finance costs 44,135 35,793 Finance costs – net 28,627 19,677 26 STAFF COSTS US Dollars’000 2025 2024 Salaries and other benefits 449,646 410,501 End of service benefits (Note 12) 9,878 10,220 Share based payments (Note 35) 1,594 1,382 461,118 422,103 Allocation of staff costs US Dollars’000 2025 2024 Cost of revenues (Note 21) 131,066 120,943 Selling and marketing expenses (Note 22) 223,105 206,228 General and administrative expenses (Note 23) 106,947 94,932 461,118 422,103 During the year ended 31 December 2025, the Group's average staff count converted to full-time equivalents was 37,207 (2024: 38,226). This included 33,324 restaurant-level employees (202 4: 34,438) and 3,883 above- restaurant employees (2024: 3,788). 27 RENT US Dollars’000 2025 2024 Cost of revenues (Note 21) 13,512 13,672 Selling and marketing expenses (Note 22) 16,785 16,692 General and administrative expenses (Note 23) 7,311 7,601 Vehicle rent included under home delivery cost 5,990 6,313 43,598 44,278 28 INCOME TAX AND ZAKAT US Dollars’000 2025 2024 Current tax Current tax of subsidiaries on taxable profits for the year 22,746 19,752 Zakat of subsidiaries (1,135) 975 Income tax and zakat 21,611 20,727 Domestic Minimum Top-up Tax 14,040 - Income tax and zakat 35,651 20,727
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 50 28 INCOME TAX AND ZAKAT (continued) The effective tax rate on 31 December 2025 is 14% (2024: 11%). Provision for income tax is made in accordance with relevant tax laws and regulations of countries where the Group has business operations. Tax laws and regulations are subject to interpretations by the tax authorities. Tax returns are filed periodically but the profits or losses declared for tax purposes remain provisional until such time as the tax authorities examine the returns and the records of the taxpayer and a final assessment is issued. Management believes that provision for probable future tax as sessments is adequate based upon previous years’ tax examinations and past interpretations of the tax laws and that the position taken in tax returns is expected to be adequate upon examination by the relevant tax authorities (Note 30). Reconciliation between the tax expense and profit or loss multiplied by applicable tax rate The income tax rate applicable to the income of subsidiaries ranges from 9% to 26.25%. A reconciliation between the expected and the actual taxation charge is provided below: US Dollars’000 31 December 2025 31 December 2024 Profit before income tax and zakat 254,101 172,131 Less: Loss/(profit) subject to zakat 6,376 (1,443) Less: Income not subject to tax (94,055) (69,510) Profit subject to income tax 166,422 101,178 Theoretical tax charge at each subsidiaries’ statutory rate 18,352 14,456 Tax effect of items which are not deductible or assessable for taxation purposes: - Non-deductible expenses 1,284 2,006 - Carried forward losses utilised - (216) - Tax expense for uncertain tax provisions 1,018 1,041 - Return to provision (356) - - Withholding tax 2,677 2,465 - Others (229) - Current tax of subsidiaries on taxable profits for the year 22,746 19,752 Zakat (1,135) 975 Domestic Minimum Top-up Tax 14,040 - Income tax and zakat 35,651 20,727 Pillar Two Income Taxes (OECD Global Minimum Tax) The OECD has published the Global Anti-Base Erosion (GloBE) Model Rules, which introduce a global minimum effective tax rate of 15% on a jurisdictional basis for multinational enterprise groups with consolidated revenues exceeding EUR 750 million (“Pillar Two”). Americana Restaurants International P LC is part of a multinational Group that is within the scope of the OECD Pillar Two Model Rules. Domestic Minimum Top-Up Tax (DMTT) Certain jurisdictions in which the Group operates, including the United Arab Emirates, Kuwait, Qatar, Bahrain, and Oman, have enacted Domestic Minimum Top -Up Tax (DMTT) legislation, which was effective as at the reporting date of 31 December 2025. For the year ended 31 December 2025, the Group has recognized a Pillar Two current tax expense of USD 14,040 thousand, arising from the application of the DMTT rules in the relevant jurisdictions. This amount has been included within current income tax expense in the consolidated statement of profit or loss. The Group has applied the mandatory temporary exemption to recognising and disclosing information on deferred tax assets and liabilities related to Pillar Two income taxes.
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 51 29 SUBSIDIARIES The Group’s subsidiaries overall ownership structure as at 31 December 202 5 and 2024 is as reflected below. Company's Name Activity Place of incorporation Effective Ownership (%) 31 December 2025 31 December 2024 Americana Restaurants Investments Group Company LLC Holding Company United Arab Emirates 100% 100% Americana Kuwait Company for Restaurants WLL Restaurants Kuwait 100% 100% Americana Holding for UAE Restaurants LTD Holding Company United Arab Emirates 100% 100% Americana Holding for Egyptian Restaurants LTD Holding Company United Arab Emirates 100% 100% Americana Company for Restaurants Holding LTD Holding Company United Arab Emirates 100% 100% Americana Holding for KSA Restaurants LTD Holding Company United Arab Emirates 100% 100% Americana Holding for Restaurants LTD Holding Company United Arab Emirates 100% 100% Kuwait Food Co. Americana LLC Restaurants United Arab Emirates 100% 100% Egyptian Company for International Touristic Projects SAE Restaurants Egypt 99.90% 99.90% Egyptian International Company for Food Industries SAE Restaurants Egypt 100% 100% Al Ahlia Restaurants Company One Person Company LLC Restaurants Saudi Arabia 100% 100% United Food Company (One Person Company) LLC Others Saudi Arabia 100% 100% Americana Prime Investments Limited Others United Arab Emirates 100% 100% International Tourism Restaurants Company LLC Restaurants Oman 100% 100% The Caspian International Restaurants Company LLP Restaurants Kazakhstan 100% 100% Gulf & Arab World Restaurant Co. WLL Restaurants Bahrain 94% 94% Bahrain & Kuwait Restaurants Co. WLL Restaurants Bahrain 40% 40% Lebanese International Touristic Projects Company LLC Restaurants Lebanon 100% 100% Qataria Food Company WLL Restaurants Qatar 100% 100% Ras Bu abboud Trading Company WLL Restaurants Qatar 99% 99% Almusharaka for Touristic Restaurants Services, General Trading, Import & Export Company Ltd.** Restaurants Iraq - Kurdistan 100% 90% Société Marocaine De Projects Touristiques SARL Restaurants Morocco 100% 100% Touristic Projects & International Restaurants Co. (Americana) LLC Restaurants Jordan 67.44% 67.44% Jordanian Restaurants Company for Fast Food LLC Restaurants Jordan 67.44% 67.44% The International Co. for World Restaurants Limited Restaurants United Arab Emirates 75% 75% Americana Restaurants (India) Private Limited Others India 100% 100% A F K American Food Kurdistan Restaurants Iraq - Kurdistan 100% 100% Fast Food & Restaurants Company SPC (Formerly known as per Khimji International LLC)* Restaurants Oman 100% 100% * Fast Food & Restaurants Company SPC (Formerly known as per Khimji International LLC is a new entity acquired during the year ended 31 December 2025. (Note 36) ** The group acquired additional 10 % shareholding during the year. (Refer note 16 for details)
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 52 30 CONTINGENT LIABILITIES, OPERATING AND CAPITAL COMMITMENTS US Dollars’000 31 December 2025 31 December 2024 Contingent liabilities Letters of guarantee 17,678 17,083 Taxes The Group operates in several different countries, Note 29 indicates the Group’s structure and the countries in which it operates, and thus its operations are subject to various types of taxes. The Group assesses the tax position of each subsidiary separately, in light of the years that have been inspected, the inspection results, the received tax claims, the legal advice of its external tax advisor on these claims and the legal situation of any existing dispute between the respective entity and the relevant official authorities with respect to these claims. Further, The Group takes in consideration the contingent liabilities for the years that have not been inspected yet. The tax claims and contingent tax liabilities, at the Group’s level, are amounted to USD 2,200 thousand as at 31 December 2025 (2024: USD 3,500 thousand). Considering tax claims which fully settled previously in past years were significantly less than initial tax claims submitted by the Tax Administration, and based on the opinion of the external consultants, the Group’s management believes that the provisions made for this purpose are adequate and sufficient. US Dollars’000 31 December 2025 31 December 2024 Short term lease commitments – Lessee Less than one year 26,134 29,431 Capital commitments Letters of credit 307 417 Projects in progress 12,418 2,827
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 53 31 FINANCIAL INSTRUMENTS BY CATEGORY US Dollars’000 31 December 2025 31 December 2024 Financial assets At amortised cost Short term and long term deposits with banks (Note 10) 263,073 213,695 Cash and cash equivalents (Note 10) 154,337 81,470 Trade and other receivables (excluding prepayments, advances to suppliers) (Note 9) 99,167 79,187 Due from related parties (Note 19) - 265 516,577 374,617 Financial liabilities At amortised cost Trade and other payables (excluding value added tax payable and unearned income) (Note 13) 436,225 363,783 Due to related parties (Note 19) 16,681 13,262 Lease liabilities (Note 11) 637,466 578,831 1,090,372 955,876 32 NET DEBT RECONCILIATION US Dollars’000 31 December 2025 31 December 2024 Cash and cash equivalents (Note 10) 154,337 81,470 Short-term deposits with original maturity of 3 to 12 months (Note 10) 145,235 213,695 Long term deposits with bank (Note 10) 117,838 - Lease liabilities (Note 11) (637,466) (578,831) Net debt (220,056) (283,666)
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 54 32 NET DEBT RECONCILIATION (continued) US Dollars’000 Liabilities from financing activities Other assets Leases Dividends payable Short term deposits Long term deposits Cash Total Net debt as at 1 January 2025 (578,831) - 213,695 - 81,470 (283,666) Deposits - - 326,461 117,838 - 444,299 Withdrawals - - (394,921) - - (394,921) Foreign currencies translation differences (3,044) - - - 933 (2,111) Disposals 8,050 - - - - 8,050 Lease payments of principal and interest 233,272 - - - - 233,272 New leases (253,297) - - - - (253,297) Acquisition of a subsidiary (Note 36) (2,749) - - - - (2,749) Finance cost expense (40,867) - - - (42) (40,909) Finance cost paid - - - - 42 42 Dividends declared - 126,987 - - - 126,987 Dividends paid - (126,987) - - - (126,987) Cash flows, net - - - - 71,934 71,934 Net debt as at 31 December 2025 (637,466) - 145,235 117,838 154,337 (220,056) US Dollars’000 Liabilities from financing activities Other assets Leases Dividends payable Short term deposits Cash Total Net debt as at 1 January 2024 (507,182) - 295,933 83,233 (128,016) Deposits - - 226,036 - 226,036 Withdrawals - - (308,274) - (308,274) Foreign currencies translation differences 12,777 - - (4,047) 8,730 Disposals 15,117 - - - 15,117 Lease payments of principal and interest 211,917 - - - 211,917 New leases (279,141) - - - (279,141) Finance cost expense (32,319) - - (148) (32,467) Finance cost paid - - - 148 148 Dividends declared - 180,379 - - 180,379 Dividends paid - (180,379) - - (180,379) Cash flows, net - - - 2,284 2,284 Net debt as at 31 December 2024 (578,831) - 213,695 81,470 (283,666)
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 55 33 SEGMENT REPORTING The Group is organized into operating segments based on geographical location. The results are reported to the top executive management in the Group comprising of chief executive officer, the chief financial officer and the chief operating officer. In addi tion, the revenue, profit, assets, and liabilities are reported on a geographic basis and measured in accordance with the same accounting basis used for the preparation of the consolidated financial statements. There are three major reportable segments: th e Major Gulf Cooperation Council countries which include KSA, Kuwait and UAE, Lower Gulf countries (comprising of Qatar, Oman and Bahrain) and North Africa (Egypt and Morocco). All other operating segments that are not reportable segments are combined under “Others” (Kazakhstan, Iraq, Lebanon and Jordan). The segments are concentrated in the restaurants sector which include operating all kinds of restaurants, including international franchises. Following is the segment information which is consistent with the internal reporting presented to the management: US Dollars’000 Year ended 31 December Reportable segments Intercompany transactions Total 2025 2024 2025 2024 2025 2024 Revenues Major GCC 1,821,532 1,637,748 - - 1,821,532 1,637,748 Lower Gulf 257,901 194,201 (31,923) (24,236) 225,978 169,965 North Africa 223,236 174,723 - - 223,236 174,723 Others 238,075 214,315 - - 238,075 214,315 Total 2,540,744 2,220,987 (31,923) (24,236) 2,508,821 2,196,751 For the year ended 31 December 2025 US Dollars’000 Other profit or loss disclosures: Major GCC Lower Gulf North Africa Others Total Depreciation and amortisation (235,729) (32,231) (17,088) (22,018) (307,066) Finance costs (31,456) (2,269) (4,241) (6,169) (44,135) Finance income 12,737 239 1,652 880 15,508 Income tax expense (27,083) (2,199) (3,127) (3,242) (35,651) For the year ended 31 December 2024 US Dollars’000 Major GCC Lower Gulf North Africa Others Total Depreciation and amortisation (213,144) (30,773) (15,584) (18,652) (278,153) Finance costs (25,994) (2,254) (3,456) (4,089) (35,793) Finance income 13,375 108 1,347 1,286 16,116 Income tax expense (12,867) 761 (2,454) (6,167) (20,727)
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 56 33 SEGMENT REPORTING (continued) Reportable segments US Dollars’000 Year ended Net profits / (losses) 31 December 2025 31 December 2024 Major GCC 214,977 179,832 Lower Gulf 9,255 (9,242) North Africa 6,028 (596) Others 25,088 6,288 Total 255,348 176,282 Income tax, zakat and other deductions (35,651) (20,727) Unallocated: Losses of foreign exchange (1,247) (4,151) Net profit for the year 218,450 151,404 31 December 2025 US Dollars’000 Major GCC Lower Gulf North Africa Others Total Assets 1,353,514 111,107 107,687 161,818 1,734,126 Liabilities 976,655 85,321 79,855 102,321 1,244,152 31 December 2024 US Dollars’000 Major GCC Lower Gulf North Africa Others Total Assets 1,191,521 105,144 86,551 124,184 1,507,400 Liabilities 883,053 79,710 61,690 84,823 1,109,276 Below is the analysis of the revenue (before eliminations) and related non -current assets for the significant geographical locations: 31 December 2025 US Dollars’000 UAE KSA Kuwait Egypt Revenues 844,653 629,910 346,969 172,557 Non-current assets 289,768 475,761 120,870 36,063 31 December 2024 US Dollars’000 UAE KSA Kuwait Egypt Revenues 748,814 582,984 305,950 133,371 Non-current assets 275,728 463,707 118,055 31,700
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 57 34 Dividends On 11 February 2025, the Board of Directors proposed total cash dividends of USD 0.01512 per share amounting to USD 126,987 thousand based on the results for the year ended 31 December 202 4. On 29 April 2025, Americana Restaurants held its Annual General Meeting where the shareholders approved the dividend proposed by the Board of Directors. As on 31 December 2025, USD 253 thousand of total dividends remain as unclaimed and are included within ‘Trade and other payables. 35 Share based payments Long term incentive plan On 24 April 2024, the shareholders approved the purchase of 25,000,000 of its own shares (“treasury shares”) to allocate for a long -term incentive plan (“LTIP”), which was subsequently approved by the regulators. As authorised by shareholders, the Board of Directors approved the LTIP on 27 June 2024. As at 31 December 2025, the Group has 25,000,000 treasury shares against a consideration of USD 16,749 thousand (USD 0.67 per share) and the Group has allocated 12,370,422 shares out of the total treasury share s purchased towards the long-term incentive plan. Under this plan, the Group may issue shares to qualifying employees (“awards”) upon meeting performance conditions and service conditions over the vesting period for nil consideration. These awards will be settled through the vesting of shares and accordin gly are considered equity settled share -based payments. The shares awarded are ordinary shares of the Company which rank pari -passu with the existing ordinary shares of the Company but do not contain dividend rights during the vesting period. Each award cycle consists of a three -year performance period and the awards are stage vested over the next two years subsequent to the performance period. As at 31 December 2025, three award cycles have been granted to the eligible employee effective from 1st January 2023, 2024, and 2025 respectively. The performance conditions of each award cycle include performance measures such as Group’s Net Income, Group Revenue. Based on the cumulative achievement of performance measures within the award cycle, a percentage of shares corresponding to that performance measure may be awarded to qualifying employees. The maximum number of shares that may be awarded for Cycle 1 , Cycle 2 and Cycle 3 under the scheme pursuant to the achievement of the service and performance conditions is 6,210,904, 7,225,884 and 11,304,056 shares, respectively. The Group has estimated the fair value of the award at the grant date using the observable market price of the shares at the grant date and adjusted for the expected dividends per share until the end of the vesting period to record the expense for the serv ices received from the eligible employees. As at 31 December 202 5, three award cycles have been granted and the estimated fair value per share is USD 0.77, USD 0.75 and USD 0.58 respectively. The Group recorded share-based compensation expenses of USD 1,594 thousand (2024: USD 1,382 thousand) in the consolidated statement of profit or loss with the corresponding impact recorded within equity in the consolidated statement of financial position. 36 Acquisition of a subsidiary On 23 January 2025, the Group acquired Pizza Hut business in Oman, through one of its subsidiaries, International Tourism Restaurants Company LLC, which purchased 100% of the shares in Fast Food & Restaurants Company SPC (formerly known as Khimji International LLC).
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Americana Restaurants International PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR-ENDED 31 DECEMBER 2025 (continued) 58 36 Acquisition of a subsidiary (continued) (a) The assets and liabilities recognised as a result of the acquisition, based on a purchase price allocation carried out by management’s expert, are as follows: US Dollars’000 Current assets Cash and cash equivalents 99 Inventories 2,483 Trade and other receivables 267 Non-current assets Property and equipment 2,805 Intangible assets 7,993 Right of use assets 2,471 Deferred tax assets 608 Current liabilities Trade and other payables (2,447) Provisions for legal, tax and other claims (52) Non-current liabilities Provision for employees’ end of service benefits (814) Lease liabilities (2,749) Fair value of net assets acquired 10,664 Consideration paid 10,664 (b) Net cash outflow on acquisition of a subsidiary US Dollars’000 Consideration paid in cash and cash equivalents 10,664 Less: net cash acquired (cash at banks) (99) Net cash outflow 10,565 37 Subsequent events a) On 06 February 2026, the Board of Directors proposed total cash dividends of USD 0.02400 per share amounting to USD 201,567 thousand based on the results for the year ended 31 December 2025. b) Subsequent to the reporting date, the Group entered into a Sale and Purchase Agreement to acquire 100% stake in “Yummy Junction International Investment LLC” and “Rock Star International Restaurant For Meals Serving LLC” operating under the brand name “Malak Al Tawouk” for a consideration amounting to USD 20,830 thousand.