Interim report
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SHUAA CAPITAL PSC and its Subsidiaries CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY 2026 TO 30 JUNE 2026
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SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim financial information for the six months ended 30 June 2026 Content Pages Review report on condensed consolidated interim financial information 1 - 2 Condensed consolidated interim statement of profit or loss 3 Condensed consolidated interim statement of comprehensive income 4 Condensed consolidated interim statement of financial position 5 Condensed consolidated interim statement of changes in equity 6 Condensed consolidated interim statement of cash flows 7 Notes to the condensed consolidated interim financial information 8 - 22
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1 Ref: BN/B3171/August 2026 Report on review of the condensed consolidated interim financial information To, The Board of directors, SHUAA Capital PSC. Introduction We have reviewed the accompanying condensed consolidated interim statement of financial position of SHUAA Capital PSC (the "Company") and its subsidiaries (together the “Group”) as at June 30, 2026, the related condensed consolidated interim statement of profit or loss and other comprehensive income, condensed consolidated interim statement of changes in equity and condensed consolidated interim statement of cash flows and notes for the six month period then ended and other explanatory notes. Management is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with applicable International Accounting Standard 34, "Interim Financial Reporting" ("IAS-34"). Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review. Scope of review We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in sc ope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Basis for Qualified Conclusion The Group’s investment in associates includes an investment in Eshraq Investments PJSC which is carried in the condensed consolidated interim financial information at AED 364 million (December 2025: AED 349 million). As at the date of this review report, the Eshraq Investments PJSC holds an investment in an open-ended fund (the “Fund”) measured at fair value, amounting to AED 819 million as at June 30, 2026. The auditors of the Eshraq Investments PJSC were unable to obtain sufficient appropriate audit evidence regarding the fair value of the underlying fund. Consequently, they were unable to determine whether any adjustments were necessary to that amount. Our review of the Group’s investment in the Eshraq Investments PJSC is based on the financial information audited by the Eshraq Investments PJSC ’s auditors and we were unable to obtain sufficient appropriate review evidence to determine whether any adjustment to the Group’s share of results and the carrying amount of the investment in the Eshraq Investments PJSC was necessary. Our audit opinion for the year ended 31 December 2025 was also modified in respect of the same matter. Qualified Conclusion Based on our review, except for the possible effects of the matter described in the “Basis for Qualified Conclusion” paragraph, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information do not present fairly, in all material respects, the financial position of the Group as at 30 June 2026, and its financial performance and its cash flows for the period then ended, in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. Emphasis of Matter We draw attention to Note 2.2 to the condensed consolidated interim financial information, which indicates that as at June 30, 2026 the Group’s borrowings aggregating AED 307 million including bilateral facilities (“Term Loan”) aggregating AED 221 million due to a bank (Note 13) are repayable within the next twelve months from the date of these condensed consolidated interim financial information. A waiver in respect of certain default events under this facility was obtained from the bank in the year 2024 which was valid until December 21, 2025. After year-end, the Group obtained an extension of the waiver until March 31, 2026. Subsequent to the period ended June 30, 2026, it has been further extended till August 31, 2026, as discussions relating to the proposed restructuring and refinancing of the facility continue and the related documentation progresses towards finalization. Crowe MakCrowe Mak b@@@@EHx@@@@Cb@@@@EHx@@@@C 2104 2104 & & 2105, 2105, Level Level 21, 21, The The PrismPrism Business Business Bay, Bay, Sheikh Sheikh Zayed Zayed RoadRoad P O Box 6747, Dubai, UAEP O Box 6747, Dubai, UAE TT: +971 4 447 3951: +971 4 447 3951 uae@crowe.aeuae@crowe.ae www.crowe.aewww.crowe.ae Registered as Crowe Mak with the Department of Economic Development, Dubai (#101627) as a Civil Company ǀƸſNjȮžǀżǍȮƪȮż ȈȇȈȍȉȎ ǠŮȢǀƁȢƾƫȮƄȮŻǽȚǀȮƸȮƵȮƶȮƄȮŽȚȜǍȮǣȚȢȷNjȮŽȱƾȮžȶǍȮżǛȮŴƾŮǀƴȮƆȮƉȮž
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2 Further, as disclosed in Note 22, “Subsequent Events,” to the condensed consolidated interim financial information, The Group continued to engage in constructive discussions regarding a comprehensive restructuring and refinancing of the existing facility and as at the date of these consolidated interim financial information, the Group is still in discussion with the lender and is expected to be finalized before the third quarter of 2026. If restructuring discussions do not conclude on acceptable terms, or the lender does not grant further waivers beyond August 31, 2026, the Group may face liquidity pressures and potential default. Our conclusion is not modified in respect of this matter. )RU&URZH0DN %DVLO1DVHU 3DUWQHU 5HJLVWHUHG$XGLWRU1XPEHU 'XEDL8QLWHG$UDE(PLUDWHV $XJXVW
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SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of profit or loss for the three and six months ended 30 June 2026 (unaudited) (Currency - Thousands of U.A.E. Dirhams) 3 Revenues 3 months to 30 June 2026 Unaudited 3 months to 30 June 2025 Unaudited 6 months to 30 June 2026 Unaudited 6 months to 30 June 2025 Unaudited Notes Management and performance fees 13,616 12,585 27,532 29,866 Advisory fees 3,416 9,527 3,416 16,873 Trading and custody 4,003 1,173 8,452 2,212 Others - 10 - 21 --------------- --------------- --------------- --------------- Total Revenues 21,035 23,295 39,400 48,972 -------------- -------------- -------------- -------------- Expenses General and administrative expenses (21,895) (18,504) (43,390) (42,087) Depreciation and amortisation (3,730) (2,373) (6,112) (4,791) Fee and commission expense (2,094) (808) (4,301) (2,287) --------------- --------------- --------------- --------------- Total expenses (27,719) (21,685) (53,803) (49,165) --------------- --------------- --------------- --------------- Operating (loss)/profit (6,684) 1,610 (14,403) (193) Finance cost (12,000) (7,564) (14,323) (17,402) Net foreign exchange loss - - (19) - Reversal/(provision) for impairment losses on financial assets (2,067) 1,945 (2,067) (1,046) Net interest expense /income (6) 120 - 103 Gain on mandatory convertible bonds - - - 214,776 Other Income/(expense) 6 13,823 11,223 16,286 52,234 Change in fair value loss from financial assets at fair value through profit or loss (FVTPL) 715 (1,703) 721 (18,285) Share of net profit/(loss) of investments in associates accounted for using the equity method 18,231 16,820 14,827 9,754 --------------- --------------- --------------- --------------- Profit/(loss) before corporate tax 12,012 22,451 1,022 239,941 Corporate tax income/(expense) for the period 712 (350) 1,829 (22,816) --------------- --------------- --------------- --------------- Net profit for the period after corporate tax 12,724 22,101 2,851 217,125 --------------- --------------- --------------- --------------- Attributable to: Owners of the Parent 9,129 18,655 (529) 214,419 Non-controlling interests 3,595 3,446 3,380 2,706 --------------- --------------- --------------- --------------- 12,724 22,101 2,851 217,125 őőőőőőő őőőőőőő őőőőőőő őőőőőőő Earnings/(losses) per share attributable to Owners (in AED) 16 0.002 0.01 (0.00) 0.06 őőőőőőő őőőőőőő őőőőőőő őőőőőőő The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information
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SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of comprehensive income for the three and six months ended 30 June 2026 (unaudited) (Currency - Thousands of U.A.E. Dirhams) 4 3 months to 30 June 2026 Unaudited 3 months to 30 June 2025 Unaudited 6 months to 30 June 2026 Unaudited 6 months to 30 June 2025 Unaudited Notes Profit for the period 12,724 22,101 2,851 217,125 Other comprehensive income/(loss) Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations 15 - 1,606 (387) 3,014 --------------- --------------- --------------- --------------- Other comprehensive income/(loss) for the period - 1,606 (387) 3,014 --------------- --------------- --------------- --------------- Total comprehensive income/(loss) for the period 12,724 23,707 2,464 220,139 --------------- --------------- --------------- --------------- Attributable to: Owners of the Parent 9,129 18,409 (493) 214,721 Non-controlling interests 3,595 5,298 2,957 5,418 --------------- --------------- --------------- --------------- 12,724 23,707 2,464 220,139 --------------- -------------- --------------- -------------- The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information.
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SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of changes in equity for the six months ended 30 June 2026 (unaudited) (Currency - Thousands of U.A.E. Dirhams) 6 Share capital Share premium Statutory reserve Other reserves Accumulated Losses Equity attributable to owners of the Parent Non – controlling interests Total Balance at 1 January 2025 (Audited) 2,535,720 52,579 49,631 (1,475,534) (1,127,752) 34,644 (19,673) 14,971 Restatement of prior period error (Note 22) - - - - 25,564 25,564 343 25,907 Balance at 1 January 2025 – As restated 2,535,720 52,579 49,631 (1,475,534) (1,102,188) 60,208 (19,330) 40,878 Profit for the period - - - - 214,419 214,419 2,706 217,125 Other comprehensive income for the period - - - 302 - 302 2,712 3,014 Total comprehensive income for the period - - - 302 214,419 214,721 5,418 220,139 Mandatory convertible bond conversion 1,123,303 - - (763,846) - 359,457 - 359,457 Balance at 30 June 2025 (Unaudited) 3,659,023 52,579 49,631 (2,239,078) (887,769) 634,386 (13,912) 620,474 Balance at 1 January 2026 (Audited) 3,659,023 52,579 49,631 (2,234,631) (945,707) 580,895 (27,358) 553,537 Loss for the period - - - - (529) (529) 3,380 2,851 Other comprehensive income/(loss) for the period - - - 36 - 36 (423) (387) Total comprehensive income/(loss) for the period - - - 36 (529) (493) 2,957 2,464 Balance at 30 June 2026 (Unaudited) 3,659,023 52,579 49,631 (2,234,595) (946,236) 580,402 (24,401) 556,001 The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information.
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SHUAA CAPITAL PSC and its subsidiaries Condensed consolidated interim statement of cash flows for the six months ended 30 June 2026 (unaudited) (Currency - Thousands of U.A.E. Dirhams) 7 The accompanying notes on pages 8 to 22 form an integral part of this condensed consolidated interim financial information. 6 months to 30 June 2026 Unaudited 6 months to 30 June 2025 Unaudited Notes Cash flows from operating activities Pre-tax profit for the period 1,022 239,941 Adjustments: Finance cost 14,323 17,402 Net interest income - (103) Fair value (gain)/loss on investments at FVTPL (356) 19,283 Share of net profit from investments in associates 10 (14,827) (9,754) Mandatory convertible bonds 2.2 - (214,776) Gain on Settlement of borrowings and other financial liabilities (12,309) (37,839) Employees’ end of service benefit charge 1,169 819 Provisions for impairment losses – net 2,067 1,045 Depreciation and amortization 6,112 4,791 Others - (8,600) ————— ————— Operating cash flows before movements in working capital (2,799) 12,209 Increase in receivables and other debit balances (790) (9,463) Decrease in loans and advances 49,137 1,210 Increase in payables and other credit balances 13,699 11,626 Decrease in other financial liabilities (2,125) (25,007) ————— ————— Net cash generated/(used in) from operations 57,122 (9,425) Employees’ end of service benefit paid (1,581) (621) ————— ————— Net cash generated/(used in) from operating activities 55,541 (10,046) ————— ————— Cash flows from investing activities Payments for the purchase of property and equipment (314) - Payments for the purchase of investments (10,794) (8,241) Net interest received - 103 Proceeds from disposal of property and equipment - 1,346 ————— ————— Net cash used in investing activities (11,108) (6,792) ————— ————— Cash flows from financing activities Issuance of Mandatory convertible bonds - 85,000 Repayment of borrowings (11,782) (50,479) Lease rentals paid (4,180) (4,049) Finance cost paid (754) (14,982) --------------- --------------- Net cash (used in)/generated from financing activities (16,716) 15,490 --------------- --------------- Net increase/(decrease) in cash and cash equivalents 27,717 (1,348) Cash and cash equivalents at beginning of the period 7 48,854 41,926 --------------- --------------- Cash and cash equivalents at end of the period 76,571 40,578 --------------- ---------------
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 8 1. LEGAL STATUS AND ACTIVITIES SHUAA Capital P.S.C. (the “Company” or “SHUAA”) is a public shareholding company established in Dubai, United Arab Emirates, pursuant to Emiri Decree No. 6 of 25 April 1979 and in accordance with the UAE Federal Law No. 8 of 1984 concerning Commercial Companies and its amendments (“Companies Law”). The registered address of the Company is P.O. Box 31045, Dubai, United Arab Emirates. The Company’s shares are traded on the Dubai Financial Market in the United Arab Emirates. This condensed consolidated interim financial information include the assets, liabilities and results of operations of the Group and its subsidiaries (the “Group”) as disclosed in the Group’s annual consolidated financial statements as at 31 December 2025. The company is licensed by the Securities and Commodities Authority to conduct Investment Management, Financial Consulting and Financial Analysis, Promotion, Introduction and Issuance Management activities. The Company and its subsidiaries conduct a diversified range of investment and fi nancial services activities with special emphasis on the Arab region in general, the UAE and GCC markets, and are actively involved in public and private capital markets in the region. 2. BASIS OF PREPARATION 2.1 Basis of preparation This condensed consolidated interim financial information and accompanying notes for the period ended 30 June 2026 have been prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting” and comply with the applicable requirements of the laws in the U.A.E. As per the requirements of IAS 34, the condensed consolidated interim financial information does not include all the information re quired for full annual consolidat ed financial information and should be read in conjunction with the Group’s annual audited consolidated financial statements as at and for the year ended 31 December 2025 which have been prepared in accordance with International Financial Reporting Standards (IFRS). These condensed consolidated interim financial information of the Group are prepared under the historical cost basis except for certain financial instruments which are measured at fair value. In addition, results for the six months ended 30 June 2026 are neither audited nor are they necessarily indicative of the results that may be expected for the full financial year ending 31 December 2026. 2.2 Going concern The Group has achieved a gain of AED 2.9 million (30 June 2025: Net gain of 217 million) during the six-month period to 30 June 2026 which has resulted in decrease in accumulated losses to an amount of AED 946 million (31 December 2025: 946 million) as at that date. The Group has incurred net gain/(losses) during the previous two years and an operating loss in the current year to date. Further, the Group has AED 307 million of borrowings repayable within the next twelve months from the date of approval of this condensed consolidated interim financial information, including bilateral facilities (“Term Loan”) of AED 221 million due to a bank. The Group remained in close engagement with its senior lender during the period. Following the covenant waiver secured in 2024, a further waiver was secured during the period which will expire on 31 August 2026, and the Group continued to advance discussions toward a comprehensive restructuring agreement. Refer to subsequent event (Note 22) for further details. During the year 2025, the Group has successfully finalised its Mandatory Convertible Bonds (“MCBs”) amounting to AED 274.4 million (equivalent to USD 74.7 million) to its existing Noteholders. These MCBs were converted into ordinary shares at AED 0.32 per share which resulted in 857.5 million of ordinary shares issued in Q1 2025. The remaining Noteholders, whose holdings total USD 75.3 million received a settlement equivalent to 20% of their principal amount, paid on 28 March 2025 (USD 15.1 million). This transaction resulted in a gain of AED 214.8 million. In addition, the Group raised AED 85 million through the issuance of MCBs to new investors and these MCBs were converted into ordinary shares at AED 0.32 per share resulting in 265.6 million shares issued in Q1 2025. In assessing the appropriateness of applying the going concern basis in the preparation of these condensed consolidated interim financial statements, the Board of Directors have considered the Group’s operational profitability, liquidity and forecasted cash flows, taking into account reasonably possible outcomes over a 12-month period from the date of approval of these condensed consolidated interim financial information..
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 9 3. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP The accounting policies adopted in the pr eparation of this condensed consolidated interim financial information are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2025 except for the adoption of new standards effective as of 1 January 2026 where appropriate. The Group has not adopted any other standard, interpretation or amendment that has been issued that is not yet effective. Several amendments apply for the first time in 2026 and adopted by the Group. These amendments do not have significant impact on the condensed consolidated interim financial information of the Group and therefore further disclosures have not been made. 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the preparation of the Group's condensed consolidated interim financial information, management has made a number of critical estimates and judgments in a manner consistent with those described in the Group's annual consolidated financial statements for the year ended 31 December 2025.
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 10 5. SEGMENTAL INFORMATION For internal management purposes the Group is organised into three operating segments, all of which are based on business units: Asset Management manages real estate funds and projects, investment po rtfolios and funds in the regional equities, fixed income and credit markets. It also provides investment solutions to clients with a focus on alternative investment strategies. Investment banking provides corporate finance advisory, transaction services, private placement, public offerings of equity and debt securities and structured products. It also creates market liquidity on OTC fixed income products. Corporate manages principal investments, non-core assets, corpor ate developments, treasury and other shared services related to the Group. 1 January to 30 June 2026 (Unaudited) Asset Management Investment Banking Corporate Total Management Fee and performance fees 27,279 - 253 27,532 Advisory income 661 2,755 - 3,416 Trading and custody - 8,499 (47) 8,452 ——— ——— ——— ——— Total revenues 27,940 11,254 206 39,400 ——— ——— ——— ——— General and administrative expenses (15,779) (11,089) (16,522) (43,390) Depreciation and amortisation (869) (1,891) (3,352) (6,112) Fee and commission expense (4,299) (2) - (4,301) ——— ——— ——— ——— Total expenses (20,947) (12,982) (19,874) (53,803) ——— ——— ——— ——— Operating (loss)/profit 6,993 (1,728) (19,668) (14,403) Finance cost (207) (188) (13,928) (14,323) Net foreign exchange (loss)/gain (14) (5) - (19) Provision for impairment losses on financial assets - - (2,067) (2,067) Other (expense)/income 1,177 1,462 13,647 16,286 Change in fair value gain from financial assets at fair value through profit or loss (FVTPL) - - 721 721 Share of net profit from investments in associates - - 14,827 14,827 ——— ——— ——— ——— Profit/(loss) before corporate tax 7,949 (459) (6,468) 1,022 Corporate tax credit for the period - - 1,829 1,829 ——— ——— ——— ——— Net (loss)/profit for the period after corporate tax 7,949 (459) (4,639) 2,851 Non-controlling interests - - (3,380) (3,380) ——— ——— ——— ——— (Loss)/profit for the period attributable to Owners 7,949 (459) (8,019) (529) őőőőő őőőőő őőőőő őőőőő Revenue generated from external customers (fee & commission) 27,940 5,732 206 33,878 őőőőő őőőőő őőőőő őőőőő At 30 June 2026 (Unaudited) Asset Management Investment Banking Corporate Total Assets 345,971 311,427 460,598 1,117,996 őőőőőőő őőőőőőő őőőőőőő őőőőőőő Liabilities 55,770 68,233 437,992 561,995 őőőőőőő őőőőőőő őőőőőőő őőőőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 11 5. SEGMENTAL INFORMATION (continued) 1 January to 30 June 2025 (Unaudited) Asset Management Investment Banking Corporate Total Management Fee and performance fees 29,054 - 812 29,866 Advisory income - 16,873 - 16,873 Trading and custody - 2,212 - 2,212 Others - - 21 21 ——— ——— ——— ——— Total revenues 29,054 19,085 833 48,972 ——— ——— ——— ——— General and administrative expenses (25,296) (10,506) (6,285) (42,087) Depreciation and amortisation (2,447) (2,294) (50) (4,791) Fee and commission expense (1,806) - (481) (2,287) ——— ——— ——— ——— Total expenses (29,549) (12,800) (6,816) (49,165) ——— ——— ——— ——— Operating (loss)/profit (495) 6,285 (5,983) (193) Finance cost (1,648) (620) (15,134) (17,402) Provision for impairment losses on financial assets - - (1,046) (1,046) Net interest income - - 103 103 Gain on mandatory convertible bonds - - 214,776 214,776 Other (expense)/income (1,307) (840) 54,381 52,234 Change in fair value loss from financial assets at fair value through profit or loss (FVTPL) - - (18,285) (18,285) Share of loss from investments in associates - - 9,754 9,754 ——— ——— ——— ——— (Loss)/profit before corporate tax (3,450) 4,825 238,566 239,941 Corporate tax expense for the period - - (22,816) (22,816) ——— ——— ——— ——— Net (loss)/profit for the period after corporate tax (3,450) 4,825 215,750 217,125 Non-controlling interests 41 - (2,747) (2,706) ——— ——— ——— ——— (Loss)/profit for the period attributable to Owners (3,409) 4,825 213,003 214,419 őőőőő őőőőő őőőőő őőőőő Revenue generated from external customers (fee & commission) 29,054 642 832 30,528 őőőőő őőőőő őőőőő őőőőő At 30 June 2025 (Unaudited) Asset Management Investment Banking Corporate Total Assets 357,741 321,379 524,638 1,203,758 őőőőőőő őőőőőőő őőőőőőő őőőőőőő Liabilities 55,205 55,445 472,634 583,284 őőőőőőő őőőőőőő őőőőőőő őőőőőőő 6. OTHER INCOME/(EXPENSE) - NET 3 months to 30 June 2026 Unaudited 3 months to 30 June 2025 Unaudited 6 months to 30 June 2026 Unaudited 6 months to 30 June 2025 Unaudited Gain on settlement of borrowings 12,309 - 12,309 37,839 Loss on disposal of associate - - - Others 1,514 11,223 3,977 14,395 ———— ———— ———— ———— 13,823 11,223 16,286 52,234 őőőőőőő őőőőőőő őőőőőőő őőőőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 12 7. CASH AND CASH EQUIVALENTS 30 June 2026 31 December 2025 Unaudited Audited Cash in hand 127 109 Balances held with banks 77,694 49,995 ——— ——— Cash and deposits with banks 77,821 50,104 Less: Restricted deposits (1,250) (1,250) ——— ——— Cash and cash equivalents 76,571 48,854 őőőőőő őőőőőő 8. RECEIVABLES AND OTHER DEBIT BALANCES 30 June 2026 31 December 2025 Unaudited Audited Trade receivables – net of loss allowance (8.1) 49,960 44,204 Prepayments 6,010 5,753 Advances and deposits 4,435 4,707 Accrued income 2,181 7,333 Deferred tax asset 9,351 7,522 Others (8.2) 25,502 25,300 ———— ———— 97,439 94,819 őőőőőő őőőőő Trade receivables and managed funds – net of loss allowance Trade receivables and managed funds 173,251 167,495 Loss allowance (123,291) (123,291) ———— ———— 49,960 44,204 őőőőőő őőőőő 8.1 Included in trade receivables is an amount of 498 (31 December 2025: 498) due from related parties (Note 17). 8.2 This includes 25,300 (31 December 2025: 25,300) receivable from the disposal of a subsidiary in 2022. 9. LOANS, ADVANCES AND FINANCE LEASES During the six-month period ended 30 June 2026, no charge (six-month period ended 30 June 2025: nil) was made against expected credit losses on loans given by the group. As at 30 June 2026, the underlying collateral for loans, advances and finance leases were valued at AED 88,456 (31 December 2025: AED 44,000). 10. INVESTMENTS IN ASSOCIATES 30 June 2026 31 December 2025 Unaudited Audited Opening balance 349,804 368,415 Share of profit/(loss) of associates 14,827 14,141 Disposal - (32,541) Impairment - (211) ———— ———— Closing balance 364,631 349,804 őőőőőő őőőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 13 10. INVESTMENTS IN ASSOCIATES (continued) The below table highlights the geographical allocation of associates: 30 June 2026 31 December 2025 Unaudited Audited U.A.E. 364,631 349,804 ———— ———— 364,631 349,804 őőőőőőő őőőőőőő 11. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Trademark Customer Relationships Trade Licenses Total Cost Balance at beginning of the period 516,051 7,993 34,249 7,607 565,900 Balance at end of the period 516,051 7,993 34,249 7,607 565,900 Accumulated amortisation Balance at beginning of the period - 2,967 26,866 7 29,840 Charge for the period - 240 617 - 857 Balance at end of the period - 3,207 27,483 7 30,697 Net book value at 30 June 2026 (Unaudited) 516,051 4,786 6,766 7,600 535,203 Net book value at 31 December 2025 (Audited) 516,051 5,026 7,383 7,600 536,060 During the six months period to 30 June 2026, the Group did not identify any significant changes in the estimation, assumptions (excluding cashflows of cash generating units) or the sensitivities used for the impairment assessment performed at 31 December 2025 and which were disclosed in the financial statements for the year ended 31 December 2025. 12. PAYABLES AND OTHER CREDIT BALANCES 30 June 2026 31 December 2025 Unaudited Audited Payable to clients 2,968 3,232 Deferred tax liability 40,854 40,854 FVTPL liabilities (Note 18.1) 15,293 3,055 Accruals 22,718 20,963 Payables against acquisition 11,391 11,391 Customer deposits 9,208 9,208 Corporate tax payable 8,226 8,226 Lease liabilities 4,578 8,462 End of service benefits 6,440 6,851 Deferred revenue 2,303 2,078 Provisions 374 374 Other payables* 43,281 43,147 ———— ——— 167,634 157,841 őőőőő őőőőőő * Other payables mainly comprise of amount due to suppliers.
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 14 12. PAYABLES AND OTHER CREDIT BALANCES (continued) The maturity profile of payables and other credit balances at the end of the reporting period is as follows: 30 June 2026 31 December 2025 Unaudited Audited Repayable within twelve months 113,459 99,596 Repayable after twelve months 54,175 58,245 ————— ————— 167,634 157,841 őőőőőőő őőőőőőő 13. BORROWINGS 30 June 2026 31 December 2025 Secured Unaudited Audited Due to banks (Note 13.1) 221,446 212,585 Due to other financial institutions (Note 13.2) 34,071 33,464 Others 33,042 56,066 ———— ———— 288,559 302,115 ———— ———— Unsecured Bonds and Sukuk payable (Note 13.3) 18,344 18,354 ———— ———— 18,344 18,354 ———— ———— 306,903 320,469 őőőőőőő őőőőőőő 13.1 The interest accrued, amounting to AED 13.5 million, on the ab ove-mentioned borrowings (due to bank) has been calculated based on the terms outlined in the original term sheet that is currently under advanced discussion with the lending bank. A further extension of the waiver period was obtained, which is valid till 31 August 2026. 13.2 These include borrowings amounting to 34,071 (31 December 2025: AED 33,464) due to related parties (Note 17) with an interest rate of 8% p.a. (2025: 8% p.a.). 13.3 Finance cost includes interest of AED 67 for the reviewed period (31 December 2025: AED 76) on the Sukuk payable. The maturity profile of borrowings at the end of the reporting period is as follows: 30 June 2026 31 December 2025 Unaudited Audited Secured Repayable within twelve months 288,559 302,115 ———— ———— 288,559 302,115 ———— ———— Unsecured Repayable after twelve months 18,344 18,354 ———— ———— 18,344 18,354 ———— ———— 306,903 320,469 őőőőőőő őőőőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 15 14. SHARE CAPITAL Number of shares (in ‘000s) Value 30 June 2026 (Unaudited) 3,659,023 3,659,023 őőőőőőő őőőőőőő 31 December 2025 (Audited) 3,659,023 3,659,023 őőőőőőő őőőőőőő Authorised, issued and fully paid share capital comprises 3,659,022,945 shares (31 December 2025: 3,659,022,945 shares) of AED 1 (31 December 2025: AED 1 per share). Each share carries one vote and the right to receive dividends. In Q1 2025, the Group successfully finalized the conversion of Mandatory Convertible Bonds (“MCBs”) totalling AED 274.4 million (equivalent to USD 74.7 million) held by existing Noteholders. These MCBs were converted into 857.5 million ordinary shares at a conversion price of AED 0.32 per share. Additionally, the Group raised AED 85 million through the issuance of MCBs to new investors, which were converted into 265.6 million ordinary shares at AED 0.32 per share in Q1 2025. As a result of these transactions, the Group issued a total of 1,123 million ordinary shares in Q1 2025. The par value of each share is AED 1. The difference between the issue price and the par value amounted to AED 0.68 per share (AED 763.8 million in total), has been recorded as a negative share premium reserve (Note 15). 15. OTHER RESERVES Merger reserve (15.1) Investment revaluation reserve Cash flow hedge reserve Translation reserve Negative share premium Reserve Total At 1 January 2026 (Audited) (1,410,720) (64,860) 9,203 (4,408) (763,846) (2,234,631) Translation of operations of foreign subsidiaries - - - (387) - (387) NCI share - - - 423 - 423 ———— ———— ———— ———— ———— ———— At 30 June 2026 (Unaudited) (1,410,720) (64,860) 9,203 (4,372) (763,846) (2,234,595) őőőőőőő őőőőőő őőőőőő őőőőőő őőőőőő őőőőőő At 31 December 2025 (Audited) (1,410,720) (64,860) 9,203 (4,408) (763,846) (2,234,631) őőőőőőő őőőőőő őőőőőő őőőőőő őőőőőő őőőőőő 15.1 Merger reserve represents the excess value of the consideration paid by the legal acquirer (SHUAA) over the nominal value of the pre- merger share capital of the legal acquiree (ADFG).
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 16 16. EARNINGS/(LOSSES) PER SHARE Basic earnings per share has been computed by dividing the net profit attributable to the Owners with the weighted average number of ordinary shares outstanding. 3 months to 30 June 2026 Unaudited 3 months to 30 June 2025 Unaudited 6 months to 30 June 2026 Unaudited 6 months to 30 June 2025 Unaudited Profit/(loss) attributable to the Owners after tax 9,129 18,655 (529) 214,419 ——— ——— ——— ——— Weighted average number of ordinary shares (thousands) 3,659,023 3,659,023 3,659,023 3,659,023 ——— ——— ——— ——— Earnings/(losses) per share attributable to the Owners (in AED) 0.002 0.01 (0.00) 0.06 őőőő őőőő őőőő őőőő Diluted earnings per share as of 30 June 2026 and 30 June 2025 are equivalent to basic earnings per share. 17. RELATED PARTY TRANSACTIONS AND BALANCES The Group enters into transactions with companies and entities that fall within the definition of a related party. Related parties represent significant shareholders, directors and ke y management personnel of the Group, their close family members and entities controlled, jointly controlled or significantly influenced by such parties. The Group conducts its transactions with related parties on ar m’s length terms, with any exceptions to be specifically approved by the Board. In all cases, tran sactions with related parties are required to be conducted in compliance with all relevant laws and regulations. Where a Board member has an actual or perceived conflict of in terest over an issue to be considered by the Board, the interested member may not vote on any relevant resolutions and can also be asked by the Chairman not to participate in the relevant Board discussions. The nature of significant related party transactions and the amounts due to/from related parties were as follows: 30 June 2026 31 December 2025 Unaudited Audited Receivables and other debit balances Associates 498 498 őőőőő őőőőő Borrowings Associates 34,071 33,464 őőőőő őőőőő Other financial liabilities Associates 14,536 14,041 őőőőő őőőőő Other related parties 32,226 31,128 őőőőő őőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 17 18. FINANCIAL INSTRUMENTS 18.1 Fair value of financial instruments Fair value measurement of financial assets at FVTPL and FVTOCI Fair values for the Group's financial assets at FVTPL and FVTOCI (level 3) are measured using market or income approaches. Considerable judgment may be required in developing estimates of fair value, particularly for financial instruments classified as Level 3 in the fair value hierarchy as such estimates incorporate market unobservable inputs that require management to use its own assumptions. The uncertainty in those assumptions have been incorporated into the Group's valuations of Level 3 financial instruments primarily through updated cash flows and discount rates, as applicable. Additional volatility in the fair values of Level 3 financial instruments may arise in future periods if actual results differ materially from the Group's estimates. The Group's valuation techniques for Level 3 financial instruments remained unchanged during the six months ended 30 June 2026. The Group uses the following hierarchy for determining and disc losing the fair value of fina ncial instruments by valuation technique: - Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. - Level 2: other techniques for which all inputs which have a si gnificant effect on the recorded fair value are observable, either directly or indirectly. - Level 3: techniques which use inputs which have a signific ant effect on the recorded fair value that are not based on observable market data. The following table shows an analysis of financial assets and liabilities recorded at fair value by level of the fair value hierarchy: 30 June 2026 (Unaudited) Financial Assets Level 1 Level 2 Level 3 Total FVTPL -Equity investments 2,966 - - 2,966 -Fixed income investments 21,968 - - 21,968 -Fund investments - 547 4,252 4,799 ———— ———— ———— ———— 24,934 547 4,252 29,733 őőőőőő őőőőőő őőőőőő őőőőőő Financial Liabilities FVTPL 15,293 - - 15,293 ———— ———— ———— ———— 15,293 - - 15,293 őőőőőő őőőőőő őőőőőő őőőőőő 31 December 2025 (Audited) Level 1 Level 2 Level 3 Total Financial Assets FVTPL -Equity investments 8,641 - - 8,641 -Fixed income investments 5,074 - - 5,074 -Fund investments - 547 4,321 4,868 ——— ——— ——— ——— 13,715 547 4,321 18,583 őőőőő őőőőő őőőőő őőőőő Financial Liabilities FVTPL 3,055 - - 3,055 ——— ——— ——— ——— 3,055 - - 3,055 őőőőő őőőőő őőőőő őőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 18 18. FINANCIAL INSTRUMENTS (continued) Financial assets recorded at fair value The following is a description of the determination of fair va lue for financial instruments which are recorded at fair value using valuation techniques. These incorporate the Group’s estimate of assumptions that a market participant would make when valuing the instruments. At fair value through profit or loss: Investments carried at FVTPL are valued using market prices in active markets or valuation techniques which incorporate data which is both observable and non-observable. This category includes quoted and unquoted securities and funds which invest in underlying assets which are in turn valued based on both observable and non-observable data. Observable inputs include market prices (from active markets), foreign exchange rates and movements in stock market indices. Unobservable inputs include assumptions regarding expected future financi al performance, discount rates, net asset values and market liquidity discounts. Investments classified as FVTPL falling under level 2 category have been valued using Net Asset Value and adjusted quoted prices in respect of investments under inactive markets. At fair value through other comprehensive income: Financial assets carried at FVTOCI are valued using quoted prices in active markets, valuatio n techniques or pricing models and consist of quoted equities, and unquoted funds. These assets are valued using quoted prices or models which incorporate data which is both observable and non-observable. The non-observable inputs to the models include assumptions regarding the future financial performance of the investee, its risk profile and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates.
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 19 18. FINANCIAL INSTRUMENTS (continued) 18.1 Fair value of financial instruments (continued) The following table shows the impact on the fair value of level 3 instruments reflecting change in underlying assumptions used in the valuation by class of instrument. Financial assets Fair value as at Fair value hierarchy Valuation technique(s) and Key input(s) Significant nobservable input(s) Effect of changes in underlying assumptions Jun 2026 Effect of changes in underlying assumption Dec 2025 Sensitivity analysis Relationship of unobservable inputs to fair value 30/6/26 31/12/25 Unaudited Audited FVTPL Fund investments 4,252 4,321 3 Discounted cash flow1 and NAV2 Net asset value adjusted with market risk +/- 213 +/-216 ± 5% change in NAV and 1% change in discount rate, impacts fair value The higher the market risk, the lower the fair value and the higher the discount rate, the lower the fair value Significant unobservable inputs in Level 3 instruments valuations 1Discounted cash flow models are used to fair value fund investments. The assets recognized under fund investments, the cash flo w model includes assumptions related to future cash inflows/outflows, discount rate and growth rate. The extent of the adjustment varied according to the characteristics of each investment. 2Net asset value represents the estimated value of a security based on valuations received from the investment or fund manager. The NAV is based on the fair value of the underlying investments and other assets and liabilities. The valuation of certain private equity securities is based on the economic benefit we derive from our investment.
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 20 18. FINANCIAL INSTRUMENTS (continued) 18.1 Fair value of financial instruments (continued) Movements in level 3 financial assets measured at fair value During the period, there were no transfers between levels. The following table shows a reconciliation of the opening and closing balance of level 3 financial assets which are recorded at fair value: 30 June 2026 (Unaudited) Balance at 1 January 2026 Acquired on business combination Additions Disposal Loss through P&L Loss through OCI Level 2 to 3 Balance at 30 June 2026 FVTPL Equity Investments - - - - - - - - Fund Investment 4,321 - - (69) - - - 4,252 FVOCI Fund Investment - - - - - - - - ——— ——— ——— ——— ——— ——— ——— ———— 4,321 - - (69) - - - 4,252 őőőőő őőőőő őőőőő őőőőő őőőőő őőőő őőőő őőőőő 31 December 2025 (Audited) Balance at 1 January 2025 Acquired on business combination Additions Disposal Loss through P&L Loss through OCI Level 2 to 3 Balance at 31 December 2025 FVTPL Equity Investment 9,009 - - - (9,009) - - - Fund Investment 20,374 - - - (16,053) - - 4,321 FVOCI Fund Investment 562 - - - - (562) - - ——— ——— ——— ——— ——— ——— ——— ——— 29,945 - - - (25,062) (562) - 4,321 őőőőő őőőőő őőőőő őőőőő őőőőőő őőőőő őőőőő őőőőő Gains and losses on level 3 financial assets included in the condensed consolidated interim statement of profit or loss for the period/year are detailed as follows: 30 June 2026 Unaudited 31 December 2025 Audited Realised and unrealised losses - (25,062) őőőőő őőőőő
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 21 19. FINANCIAL RISK MANAGEMENT Introduction The inherent risk relating to the Group’s activities is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The Group is exposed to credit risk, liquidity risk, market risk (comprising, interest rate risk, foreign exchange risk and equity price risk) and operational risk. Risk management structure The Board of Directors is ultimately responsible for identifyin g and controlling risk relating to the Group’s activities and recognises the importance of managing risk in line with shareholder risk appetite. Authority to set Group-wide rules to manage credit, liquidity and market risk are delegated to the Governance Committees of the Group and to each subsidiary. However, enterprise-wide risk is monitored by the Group Management Committees which ensures that Group rules are adhered to. Liquidity risk & risk management Liquidity risk is the risk that it will be unable to meet its funding requirements and arises principally on the Group’s borrowings, payables and other credit balances and other financ ial liabilities. To limit this risk, management has arranged diversified funding sources, managed assets with liquidity in mind and monitored liquidity daily. In addition, the Group has strengthened its liquidity buffer through working capital management and fund-raising initiatives. The Group believes that the current cash and cash equivalents pr ovide sufficient level of liquidity and stability during this time of uncertainty. The Group’s approach aims to always have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses and without materially affecting the return on capital. The Risk & Governance Committee of the Board (“RGCB”) and Asset Liabilities Committee (“ALCO”) set minimum liquidity ratios and cash balance requirements which are then approved by the Board. The Group collates the projected cash flow and li quidity profiles of its financial assets and financial liabiliti es. It maintains a portfolio of short-term liquid assets to cover requirements, largely consisting of short-term liquid placements with financial institutions. The various liquidity monitoring metrics are monitored by both the RCB and ALCO against internally set limits which have been approved by the Board. The primary measures of liquidity used by the Group are stock of liquid assets, liquidity coverage ratio and net funding requirement. The oversight of the liquidity risk by the Board, RCB and ALCO also includes the monitoring of the Group's compliance with the debt covenants. 20. COMMITMENTS AND CONTINGENT LIABILITIES 30 June 2026 31 December 2025 Unaudited Audited Contingent liabilities 515 515 őőőőőő őőőőőő At 30 June 2026, the Group had capital commitments of Nil (31 December 2025: Nil) with respect to project development. 21. TAXATION Based on the assessment, the Company has noted deferred tax impact for the quarter ended 30 June 2026. The tax income for the six-month ended 30 June 2026 is AED 1.8 million.
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SHUAA CAPITAL PSC and its subsidiaries Notes to the condensed consolidated interim financial information for the six months ended 30 June 2026 (Currency - Thousands of U.A.E. Dirhams) 22 22. SUBSEQUENT EVENT The Group maintained ongoing dialogue with its senior lender throughout the period. Following the covenant waiver originally secured in 2024, the Group continued to engage in constructive discussions regarding a comprehensive restructuring and refinancing of the existing facility. A further extension of the waiver period was obtained during the period, which will expire on 31 August 2026. As at the date of approval of these consolidated interim financial statements, the refinancing term sheet is still in discussion by the Group with the senior lender with the expectation of finalisation to be done before the third quarter. The bank has not issued a formal demand or acceleration notice in respect of the overdue amounts under the existing facility as at the date of these consolidated interim financial statements. The bank has expressly reserved all of its rights and remedies under the existing facility. The management expects to conclude a definitive restructuring and refinancing agreement before the end of the third quarter of 2026. In light of the geopolitical conditions, the management has assessed that the Group’s core operations continue without any material interruption and that the Group remains financially sound. The Group also continues to adhere to prudent governance standards, disciplined risk management practi ces, and full compliance with all applicable regulatory requirements. The management confirms that as at the date of approval of these condensed consolidated interim financial statements, no material financial impact has resulted from this incident.