Interim report
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Spinneys 1961 Holding PLC UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2025
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A branch of a member firm of Ernst & Young Global Limited ERNST & YOUNG MIDDLE EAST (DUBAI BRANCH) P.O. Box 9267 ICD Brookfield Place, Ground Floor Al-Mustaqbal Street Dubai International Financial Centre Emirate of Dubai, United Arab Emirates Tel: +971 4 701 0100 +971 4 332 4000 Fax: +971 4 332 4004 dubai@ae.ey.com https://www.ey.com P.L. No. 108937 REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TO THE SHAREHOLDERS OF SPINNEYS 1961 HOLDING PLC Introduction We have reviewed the accompanying interim condensed consolidated financial statements of Spinneys 1961 Holding PLC (the “Company”) and its subsidiaries (collectively referred to as the “Group”) which comprise the interim condensed consolidated statement of financial position as at 30 September 2025, and the related interim condensed consolidated statement of profit or loss and interim condensed consolidated statement of comprehensive income for the three-month and nine-month periods then ended, and the interim condensed consolidated statement of changes in equity and interim condensed consolidated statement of cash flows for the nine-month period then ended and explanatory notes. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review. Scope of Review We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34. Ernst & Young Middle East (Dubai Branch) Emin Mammadov Registration No: 5687 10 November 2025 Dubai, United Arab Emirates
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Spinneys 1961 Holding PLC INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the three-month and nine-month period ended 30 September 2025 The attached notes 1 to 19 form part of these interim condensed consolidated financial statements. 2 Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 Notes AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue from contracts with customers 5 761,542 686,818 2,551,275 2,260,450 Rental income 9 15,714 14,575 42,109 38,451 ────── ────── ────── ────── Revenue 4 777,256 701,393 2,593,384 2,298,901 Cost of sales (450,754) (412,380) (1,514,056) (1,350,905) ────── ────── ────── ────── GROSS PROFIT 326,502 289,013 1,079,328 947,996 Other income 1,995 1,788 8,937 6,092 Selling, general and administrative expenses 6 (190,835) (174,409) (585,526) (533,407) Depreciation and impairment of right-of-use assets 9 (49,295) (42,421) (138,660) (124,212) Depreciation and impairment of property, plant and equipment 8 (30,079) (24,720) (87,205) (65,715) Finance income 6,117 4,056 17,663 9,443 Finance costs (14,164) (12,975) (41,937) (37,222) ────── ────── ────── ────── PROFIT FOR THE PERIOD BEFORE TAX 50,241 40,332 252,600 202,975 Income tax expense 7 (8,796) (4,972) (40,915) (21,119) ────── ────── ────── ────── PROFIT FOR THE PERIOD 41,445 35,360 211,685 181,856 ══════ ══════ ══════ ══════ Attributable to: Equity holders of the Company 43,250 39,708 217,563 192,227 Non-controlling interest (1,805) (4,348) (5,878) (10,371) ────── ────── ────── ────── 41,445 35,360 211,685 181,856 ══════ ══════ ══════ ══════ Earnings per share Basic and diluted, profit for the period attributable to equity holders of the Company (in AED per share) 16 0.012 0.011 0.060 0.053 ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the three-month and nine-month period ended 30 September 2025 The attached notes 1 to 19 form part of these interim condensed consolidated financial statements. 3 Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) PROFIT FOR THE PERIOD 41,445 35,360 211,685 181,856 ────── ────── ────── ────── Other comprehensive income Other comprehensive income that may be reclassified to profit or loss in subsequent periods (net of tax): Exchange differences on translation of foreign operations 40 484 621 404 ────── ────── ────── ────── OTHER COMPREHENSIVE INCOME FOR THE PERIOD 40 484 621 404 ────── ────── ────── ────── TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 41,485 35,844 212,306 182,260 ══════ ══════ ══════ ══════ Attributable to: Equity holders of the Company 43,253 40,192 218,212 192,631 Non-controlling interest (1,768) (4,348) (5,906) (10,371) ────── ────── ────── ────── 41,485 35,844 212,306 182,260 ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the nine-month period ended 30 September 2025 The attached notes 1 to 19 form part of these interim condensed consolidated financial statements. 5 Nine-month period ended 30 September ──────────────── 2025 2024 Notes AED’000 AED’000 (Unaudited) (Unaudited and unreviewed) OPERATING ACTIVITIES Profit before tax 252,600 202,975 Adjustments to reconcile profit before tax to net cash flows: Net gain on disposal of property, plant and equipment (663) (1,020) Finance income (17,663) (9,443) Finance costs 41,937 37,222 Depreciation and impairment of property, plant and equipment 8 87,205 65,715 Depreciation and impairment of right of use assets 9 138,660 124,212 (Gain)/ loss on change in fair value of forward exchange contracts (3,611) 59 Provision for old and obsolete inventories 10 6,862 8,443 (Gain)/ loss on termination and modification of leases (396) 831 Provision for employees’ end of service benefits 12,699 12,065 ────── ────── 517,630 441,059 Working capital adjustments: Inventories (14,034) (23,585) Trade receivables, prepayments and other receivables (16,496) (9,424) Related party balances* (7,902) (6,614) Trade payables, accruals and other payables 56,441 (55,633) ────── ────── 535,639 345,803 Employees’ end of service benefits paid (5,855) (4,730) Interest paid (301) (376) Income tax paid (32,531) (907) ────── ────── Net cash flows from operating activities 496,952 339,790 ────── ────── INVESTING ACTIVITIES Purchase of property, plant and equipment 8 (88,240) (73,864) Proceeds from disposal of property, plant and equipment 1,279 1,701 Proceeds from redemption of /(Investment in) short-term deposits 29,000 (79,000) Interest received 10,011 9,443 ────── ────── Net cash flows used in investing activities (47,950) (141,720) ────── ────── FINANCING ACTIVITIES Dividends paid 18 (220,320) (102,600) Payments to liquidity provider for purchase and sale of own shares, net 13 (9,931) - Repayment of lease liabilities 9 (158,890) (148,607) Repayment of interest-bearing loans and borrowings (593) (448) ────── ────── Net cash flows used in financing activities (389,734) (251,655) ────── ────── NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 59,268 (53,585) Cash and cash equivalents at 1 January 60,168 354,061 Net foreign exchange difference (511) (526) ────── ────── CASH AND CASH EQUIVALENTS AT 30 SEPTEMBER 11 118,925 299,950 ══════ ══════
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Spinneys 1961 Holding PLC INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued) For the nine-month period ended 30 September 2025 The attached notes 1 to 19 form part of these interim condensed consolidated financial statements. 6 *Following non-cash transactions are excluded from the interim condensed consolidated statement of cash flows: Nine-month period ended 30 September ──────────────── 2025 2024 Notes AED’000 AED’000 (Unaudited) (Unaudited and unreviewed) End of service benefits transferred, net 12 563 2,932 Property, plant and equipment transferred from related parties 8 - (20) ══════ ══════
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Spinneys 1961 Holding PLC INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the nine-month period ended 30 September 2025 The attached notes 1 to 19 form part of these interim condensed consolidated financial statements. 7 30 September 2025 (Unaudited) Foreign Own currency Non- Share Restricted Retained Own shares Actuarial translation controlling Total capital reserve earnings shares reserve reserve reserve Total interest equity AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 As at 1 January 2025 (Audited) 36,000 4,778 267,825 - - 6,144 788 315,535 (16,316) 299,219 Profit for the period (Unaudited) - - 217,563 - - - - 217,563 (5,878) 211,685 Other comprehensive income for the period (Unaudited) - - - - - - 649 649 (28) 621 ────── ────── ────── ────── ────── ────── ────── ────── ────── ────── Total comprehensive income for the period (Unaudited) - - 217,563 - - - 649 218,212 (5,906) 212,306 Own shares (note 13) - - 87 (46) (7,208) - - (7,167) - (7,167) Dividends declared and paid (note 18) (Unaudited) - - (220,320) - - - - (220,320) - (220,320) ────── ────── ────── ────── ────── ────── ────── ────── ────── ────── As at 30 September 2025 (Unaudited) 36,000 4,778 265,155 (46) (7,208) 6,144 1,437 306,260 (22,222) 284,038 ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ 30 September 2024 (Unaudited) Foreign Own currency Non- Share Restricted Retained Own shares Actuarial translation controlling Total capital reserve earnings shares reserve reserve reserve Total interest equity AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 As at 1 January 2024 (Audited) 36,000 4,778 66,155 - - 7,585 851 115,369 (1,688) 113,681 Profit for the period (Unaudited) - - 192,227 - - - - 192,227 (10,371) 181,856 Other comprehensive income for the period (Unaudited) - - - - - - 404 404 - 404 ────── ────── ────── ────── ────── ────── ────── ────── ────── ────── Total comprehensive income for the period (Unaudited) - - 192,227 - - - 404 192,631 (10,371) 182,260 Dividends declared and paid (note 18) (Unaudited) - - (102,600) - - - - (102,600) - (102,600) ────── ────── ────── ────── ────── ────── ────── ────── ────── ────── As at 30 September 2024 (Unaudited) 36,000 4,778 155,782 - - 7,585 1,255 205,400 (12,059) 193,341 ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 8 1 ACTIVITIES Spinneys 1961 Holding PLC (previously known as Spinneys 1961 Holding Limited prior to its re-registration to a public company limited by shares) (the “Company”) was incorporated on 21 November 2023 as a private limited company under the Companies Law, DIFC Law No. 5 of 2018 and was re-registered to a public company limited by shares on 29 March 2024. The registered address is Unit 813B, Level 8, Liberty House, DIFC, Dubai, United Arab Emirates. The Company is a subsidiary of Al Seer Group (L.L.C.) (the “Parent”) which is registered in the Emirate of Dubai as a limited liability company. The Parent is a subsidiary of Albwardy Investment (L.L.C.) (the “Ultimate Parent Company”), a limited liability company registered in the Emirate of Dubai, United Arab Emirates. The Ultimate Parent Company is majority owned and controlled by Mr. Ali Saeed Juma Albwardy. Pursuant to the special resolution of the sole shareholder dated 27 March 2024, Al Seer Group (L.L.C.) resolved to convert the Company from a private company limited by shares into a public company limited by shares. On 2 April 2024, the Security and Commodities Authority ("SCA") (UAE) approved the Company’s application for the offering and issuance of 900 million shares representing 25% percent of the Company's authorised share capital. On 9 May 2024, the Company was admitted to be listed on the Dubai Financial Market (“DFM”). The Company and its subsidiaries (together referred to as “the Group”) are principally engaged in the operation of supermarkets in United Arab Emirates, Sultanate of Oman and Saudi Arabia. Information on the Group’s subsidiaries are disclosed in note 17. The interim condensed consolidated financial statements were authorised for issue on 10 November 2025 by the Board of Directors. 2 BASIS OF PREPARATION The interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as at and for the year ended 31 December 2024. The preparation of interim condensed consolidated financial statements in conformity with International Financial Reporting Standards (“IFRS”) 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 higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Group’s interim condensed consolidated financial statements are largely consistent with the annual consolidated financial statements for the year ended 31 December 2024 and should be read in conjunction thereof. The Group’s business is subject to moderate seasonal fluctuations, of which is affected by the holy month of Ramadan, summer holidays and festive season. As a result of moderate seasonal fluctuations, results for any quarter are not necessarily indicative of the results that may be achieved for any quarter or for the full fiscal year. These interim condensed consolidated financial statements have been presented on the historical cost basis, except for forward foreign exchange contracts and re-measurement of the defined benefit liability that have been measured at fair value. The Group’s management have made an assessment of the Group’s ability to continue as a going concern and are satisfied that the Group has the financial resources to continue in business for the foreseeable future. Further, Group’s management and Board of Directors are not aware of any material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern. Therefore, the interim condensed consolidated financial statements continue to be prepared on a going concern basis. The interim condensed consolidated financial statements are presented in the United Arab Emirates Dirham (AED), which is the Company’s functional currency. All values are rounded to the nearest thousand (AED’000), except when otherwise indicated.
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 9 3 ACCOUNTING POLICIES 3.1 New standards, interpretations and amendments thereof, adopted by the Group The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s consolidated financial statements for the year ended 31 December 2024, except for the accounting policy on employees’ benefit (incentive plan) (note 3.2), own shares (note 3.3) and the adoption of new standards effective as of 1 January 2025 which had no significant impact on the interim condensed consolidated financial statements of the Group. The Group has not early adopted any standard, interpretation or amendment that has been issued as at the date of the authorisation of these interim condensed consolidated financial statements but is not yet effective. Management has assessed the implication of adopting the new standards which are not yet effective and concluded that there are no significant impact on the interim condensed consolidated financial statements of the Group. 3.2 Accounting policy on employees’ benefit (incentive plan) The Group has created an incentive scheme for certain employees including key management personnel of the Group. The incentive scheme is based on achievement of certain key performance indicators (revenue and profit) on an annual basis and settled in cash (cash-settled transactions) during the vesting period. A provision for the Group’s obligation under the scheme is accrued on a periodic basis at an amount equivalent to the benefits attributable to the participants with a corresponding expense in the interim condensed consolidated statement of profit or loss. 3.3 Accounting policy on own shares Own equity instruments that are reacquired (own shares) are recognised at cost and deducted from equity. No gain or loss is recognised in the interim condensed consolidated statement of profit or loss on the purchase and sale of the Group’s own equity instruments. Consideration paid or received over and above par value shall be recognised directly in equity as own shares reserve. 4 SEGMENT INFORMATION The Group is organised into operating segments based on geographical locations. The revenue, profit/(loss), assets and liabilities are reported on a geographical basis and measured in accordance with the same accounting basis used for the preparation of the interim condensed consolidated financial statements. There are two main reportable segments: United Arab Emirates (UAE) and Sultanate of Oman (Oman). Others include Saudi Arabia and sourcing offices (United Kingdom, United States of America and Australia). Following is the segment information which is consistent with the internal reporting presented to chief operating decision maker for the period ended: Reportable segments Intercompany transactions* Total ────────────── ────────────── ────────────── Three-month period Three-month period Three-month period ended 30 September ended 30 September ended 30 September ────────────── ────────────── ────────────── 2025 2024 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue UAE 736,313 658,261 - - 736,313 658,261 Oman 19,459 19,887 - - 19,459 19,887 Others 142,578 121,172 (121,094) (97,927) 21,484 23,245 ────── ────── ────── ────── ────── ────── Total 898,350 799,320 (121,094) (97,927) 777,256 701,393 ══════ ══════ ══════ ══════ ══════ ══════ *represents inter reportable segments sales and purchases transactions.
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 10 4 SEGMENT INFORMATION (continued) Reportable segments Intercompany transactions* Total ────────────── ────────────── ────────────── Nine-month period Nine-month period Nine-month period ended 30 September ended 30 September ended 30 September ────────────── ────────────── ────────────── 2025 2024 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue UAE 2,468,214 2,206,447 - (375) 2,468,214 2,206,072 Oman 63,981 65,427 - - 63,981 65,427 Others 389,281 301,922 (328,092) (274,520) 61,189 27,402 ────── ────── ────── ────── ────── ────── Total 2,921,476 2,573,796 (328,092) (274,895) 2,593,384 2,298,901 ══════ ══════ ══════ ══════ ══════ ══════ *represents inter reportable segments sales and purchases transactions. Reportable segments Reportable segments ──────────────── ──────────────── Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Profit for the period before tax UAE 51,033 49,873 259,704 225,972 Oman (350) (1,771) (1,733) (4,247) Others (442) (7,770) (5,371) (18,750) ────── ────── ────── ────── Total 50,241 40,332 252,600 202,975 ══════ ══════ ══════ ══════ Unallocated: Income tax expense* (8,796) (4,972) (40,915) (21,119) ────── ────── ────── ────── Profit for the period 41,445 35,360 211,685 181,856 ══════ ══════ ══════ ══════ *current taxes are not allocated to those segments as they are managed on a group basis. Assets Liabilities 30 September 31 December 30 September 31 December 2025 2024 2025 2024 (Unaudited) (Audited) (Unaudited) (Audited) AED’000 AED’000 AED’000 AED’000 ──────────────── ──────────────── UAE 2,099,449 2,102,878 1,760,392 1,760,352 Oman 29,183 28,726 48,465 46,253 Others 204,348 137,454 229,786 155,274 Eliminations and adjustment (106,074) (76,243) (95,775) (68,283) ────── ────── ────── ────── Total 2,226,906 2,192,815 1,942,868 1,893,596 ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 11 5 REVENUE FROM CONTRACTS WITH CUSTOMERS Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue from sale of goods 761,542 686,818 2,551,275 2,260,450 ══════ ══════ ══════ ══════ Set out below is the disaggregation of the Group’s revenue from contracts with customers: Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Geographical market United Arab Emirates 720,670 643,755 2,426,333 2,167,864 Sultanate of Oman 19,388 19,818 63,753 65,184 Others 21,484 23,245 61,189 27,402 ────── ────── ────── ────── 761,542 686,818 2,551,275 2,260,450 ══════ ══════ ══════ ══════ Timing of revenue recognition Goods transferred at a point in time 761,542 686,818 2,551,275 2,260,450 ══════ ══════ ══════ ══════ 6 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Staff costs 80,884 80,568 254,320 242,421 Premises costs 43,995 40,949 130,926 114,720 Warehousing, selling and distribution costs 40,964 33,917 126,259 106,976 Legal and professional charges 3,735 4,599 12,014 20,387 Trademark licensing fees 2,540 2,341 8,757 8,032 Directors’ remuneration (note 12) 997 629 3,505 1,856 Marketing costs 5,021 5,466 17,503 15,885 Information system and communication costs 4,940 2,563 15,036 11,226 Others 7,759 3,377 17,206 11,904 ────── ────── ────── ────── 190,835 174,409 585,526 533,407 ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 12 7 INCOME TAX a. Tax on ordinary activities The major components of income tax expense in the interim condensed consolidated statement of profit or loss for the three-month and nine-month period ended 30 September 2025 and 30 September 2024 are as follows: Three-month period Nine-month period ended 30 September ended 30 September ───────────────────── ───────────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Current income tax: Current income tax expense 5,567 4,972 25,192 21,119 Global minimum top-up tax expense (note d) 3,229 - 15,723 - ────── ────── ────── ────── Income tax expense reported in the interim condensed consolidated statement of profit or loss 8,796 4,972 40,915 21,119 ══════ ══════ ══════ ══════ b. Reconciliation of tax charge Reconciliation of tax expense and the accounting profit multiplied by the UAE’s domestic tax rate for the three-month and nine-month period ended 30 September 2025 and 30 September 2024 is as follows: Three-month period Nine-month period ended 30 September ended 30 September ───────────────────── ───────────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Accounting profit before income tax 50,241 40,332 252,600 202,975 ══════ ══════ ══════ ══════ At the UAE statutory tax rate of 9% charged during the period* 4,522 3,630 22,700 18,234 Global minimum top-up tax (note d) 3,229 - 15,723 - Effect of higher overseas tax rates and losses 1,045 1,342 2,492 2,885 ────── ────── ────── ────── At the effective current income tax rate of 2025: 16.2% (2024: 10.4%) 8,796 4,972 40,915 21,119 ══════ ══════ ══════ ══════ *As per the UAE Corporate Tax law, maximum standard deduction applicable for each tax group is AED 375,000. The standard deduction applicable for the tax group considered by the Group amounts to AED 375,000 on which tax rate at 9% amounts to AED 33,750. c. Deferred tax 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) The deferred tax assets relate to: Deferred tax assets: Depreciation 535 534 Provision and reserve 576 565 ────── ────── 1,111 1,099 ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 13 7 INCOME TAX (continued) c. Deferred tax (continued) Further, the Group has tax losses that arose in Oman and Kingdom of Saudi Arabia that are available for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group; they have arisen in subsidiaries that have been loss-making; and there are no other evidence of recoverability in the near future. Movement in deferred tax assets recognised in the interim condensed consolidated statement of financial position is as follows: Deferred tax assets: 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) At 1 January 1,099 1,250 Deferred tax charge - (134) Translation adjustment 12 (17) ────── ────── At 30 September/ 31 December 1,111 1,099 ══════ ══════ d. Pillar Two income taxes The Group is in the scope of the Pillar Two Global Anti-Base Erosion Rules (GloBE rules or Pillar Two rules) issued by the Organization for Economic Co-operation and Development (OECD) as the annual consolidated revenue of the Ultimate Parent Company exceeds Euro 750 million threshold. These rules provides a coordinated system to ensure that multinational enterprises (MNEs) with revenue above Euro 750 million pay at least an effective tax rate of 15% in each of the jurisdiction in which they operate. The UAE (location of the Ultimate Parent Company and also its largest market), published Federal Decree-Law No. 60 of 2023, amending specific provisions of Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses, as part of its commitment to the OECD guidelines. The amendments introduced by Federal Decree-Law No. 60 of 2023 are intended to prepare for the introduction of the BEPS 2.0 Pillar Two Rules. The UAE substantively enacted the Pillar 2 legislation with Cabinet Decision No. 142 of 2024. The Global minimum top-up tax relates to the Group’s operation in United Arab Emirates, where the statutory tax rate is 9%. The Group has recognised top-up tax expense of AED 15,723 thousand (30 September 2024 (Unaudited): Nil) based on the currently available interim information as of date which will be reviewed on regular basis. The actual top-up tax expense may be different than the currently estimated provisional amount. The other jurisdictions in which the Group has presence and the rules are in force, the effective tax rate exceeds 15%. The Group will continue to monitor the Pillar Two related developments in all relevant jurisdictions and assess any potential top-up tax in accordance with the relevant legislation after taking into consideration the transitional Safe Harbour relief. On 23 May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 ‘Income taxes’ introducing a mandatory temporary exception to the requirements of IAS 12 under which an entity does not recognise or disclose information about deferred tax assets and liabilities related to the Pillar Two rules. In line with IAS 12 (as amended), the Group has applied the exception with regards to the above.
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 14 8 PROPERTY, PLANT AND EQUIPMENT 2025 Vehicles, Capital Freehold Leasehold Plant and furniture and work in land Buildings improvements machinery equipment progress Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2025 (Audited) 74,146 156,617 502,286 225,799 174,636 7,933 1,141,417 Additions (Unaudited) - - 12,412 5,761 18,116 51,951 88,240 Transfers from capital work in progress (Unaudited) - - 28,811 16,790 2,131 (47,732) - Disposals/ written off (Unaudited) - - (6,991) (5,993) (5,740) - (18,724) Exchange differences (Unaudited) 988 767 39 130 162 1 2,087 ────── ────── ────── ────── ────── ────── ────── At 30 September 2025 (Unaudited) 75,134 157,384 536,557 242,487 189,305 12,153 1,213,020 ────── ────── ────── ────── ────── ────── ────── Depreciation and impairment: At 1 January 2025 (Audited) - 35,642 353,629 179,711 146,643 - 715,625 Depreciation charge for the period (Unaudited) - 9,931 42,945 12,878 18,548 - 84,302 Impairment charge for the period (Unaudited) - - 1,650 1,116 137 - 2,903 Relating to disposals/ written off (Unaudited) - - (6,991) (5,511) (5,606) - (18,108) Exchange differences (Unaudited) - 258 17 105 130 - 510 ────── ────── ────── ────── ────── ────── ────── At 30 September 2025 (Unaudited) - 45,831 391,250 188,299 159,852 - 785,232 ────── ────── ────── ────── ────── ────── ────── Net carrying amount: At 30 September 2025 (Unaudited) 75,134 111,553 145,307 54,188 29,453 12,153 427,788 ══════ ══════ ══════ ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 15 8 PROPERTY, PLANT AND EQUIPMENT (continued) 2024 (Audited) Vehicles, Capital Freehold Leasehold Plant and furniture and work in land Buildings improvements machinery equipment progress Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2024 74,359 156,782 444,329 203,867 165,797 15,556 1,060,690 Additions - - 23,908 6,099 15,533 68,222 113,762 Transfers from capital work in progress - - 47,231 23,241 5,371 (75,843) - Transfer from a related party - - - 19 39 - 58 Transfer to a related party - - - (35) (25) - (60) Disposals/ written off - - (13,184) (7,366) (12,049) - (32,599) Exchange differences (213) (165) 2 (26) (30) (2) (434) ────── ────── ────── ────── ────── ────── ────── At 31 December 2024 74,146 156,617 502,286 225,799 174,636 7,933 1,141,417 ────── ────── ────── ────── ────── ────── ────── Depreciation and impairment: At 1 January 2024 - 22,444 317,717 170,867 141,080 - 652,108 Depreciation charge for the year - 13,254 43,169 15,578 16,896 - 88,897 Impairment charge for the year - - 5,881 528 265 - 6,674 Relating to transfer from a related party - - - 19 19 - 38 Relating to transfer to a related party - - - (35) (25) - (60) Relating to disposals/ written off - - (13,137) (7,222) (11,562) - (31,921) Exchange differences - (56) (1) (24) (30) - (111) ────── ────── ────── ────── ────── ────── ────── At 31 December 2024 - 35,642 353,629 179,711 146,643 - 715,625 ────── ────── ────── ────── ────── ────── ────── Net carrying amount: At 31 December 2024 74,146 120,975 148,657 46,088 27,993 7,933 425,792 ══════ ══════ ══════ ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 16 9 LEASES The Group as a lessee The Group has lease contracts for plot of land (lease terms between 5 to 38 years), premises used in its operations of supermarkets (lease terms between 1 to 10 years) and motor vehicles (lease term of 4 years). There are several lease contracts that include extension and termination options and variable lease payments, which are further discussed below: Set out below are the carrying amounts of right-of-use assets recognised and the movements during 2025 and 2024: 2025 (Unaudited) Land Building/Stores Motor vehicles Total AED’000 AED’000 AED’000 AED’000 At 1 January 2025 151,559 772,132 58 923,749 Additions - 110,565 - 110,565 Depreciation expense (5,874) (128,665) (16) (134,555) Impairment - (4,105) - (4,105) Lease modifications - (5,650) - (5,650) Reversal on account of termination - (1,866) - (1,866) Translation difference - 72 4 76 ────── ────── ────── ────── At 30 September 2025 145,685 742,483 46 888,214 ══════ ══════ ══════ ══════ 2024 (Audited) Land Building/Stores Motor vehicles Total AED’000 AED’000 AED’000 AED’000 At 1 January 2024 138,477 669,892 106 808,475 Additions 20,473 128,254 - 148,727 Depreciation expense (7,391) (159,354) (47) (166,792) Impairment, net - (7,864) - (7,864) Reversal on account of termination - (1,312) - (1,312) Lease modifications - 142,515 - 142,515 Translation difference - 1 (1) - ────── ────── ────── ────── At 31 December 2024 151,559 772,132 58 923,749 ══════ ══════ ══════ ══════ Set out below are the carrying amounts of lease liabilities and the movements during 2025 and 2024: 30 September 31 December 2025 2024 AED'000 AED'000 (Unaudited) (Audited) As at 1 January 1,060,393 923,157 Additions 110,565 148,727 Accretion of interest 41,636 50,487 Reversal on account of termination (2,083) (1,857) Payments (158,890) (202,596) Relating to lease modifications (5,829) 142,515 Translation difference 90 (40) ────── ────── As at 30 September / 31 December 1,045,882 1,060,393 Less: Current portion (disclosed under current liabilities) (184,503) (173,657) ────── ────── Non-current portion as at 30 September / 31 December 861,379 886,736 ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 17 9 LEASES (continued) The Group as a lessee (continued) The Group has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs. Management exercises significant judgment in determining whether these extension and termination options are reasonably certain to be exercised. Group as a lessor The Group has entered into operating leases on its owned assets or leased assets. These leases have terms of between 1 to 5 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Rental income recognised by the Group during the nine-month period ended 30 September 2025 (Unaudited) is AED 42,109 thousand (30 September 2024 (Unaudited): AED 38,451 thousand). 10 INVENTORIES 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Goods for resale 158,656 156,151 Goods-in-transit 5,627 960 ────── ────── 164,283 157,111 ══════ ══════ During the nine-month period ended 30 September 2025 (Unaudited) and 30 September 2024 (Unaudited), amounts of AED 1,507,194 thousand and AED 1,342,462 thousand, respectively were recognised as expense for inventories under cost of sales. Set out below is the movement in the provision for old and obsolete inventories: 30 September 30 September 2025 2024 AED’000 AED’000 (Unaudited) (Unaudited) At 1 January 60,440 48,385 Charge for the period, net 6,862 8,443 Translation difference 12 (7) ────── ────── At 30 September 67,314 56,821 ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 18 11 CASH AND SHORT-TERM DEPOSITS 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Cash in hand 2,903 4,267 Cash at banks 76,022 55,901 Short-term deposits 487,000 476,000 ────── ────── 565,925 536,168 ══════ ══════ Short-term deposits were denominated in AED with an effective interest rate ranging from 3.70% to 4.35% per annum (2024 (Audited): 4.05% to 5.35% per annum). For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise the following amounts as at 30 September/ 31 December: 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Cash in hand 2,903 4,267 Cash at banks 76,022 55,901 Short-term deposits (maturing within 3 months) 40,000 - ────── ────── Cash and cash equivalents 118,925 60,168 ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 19 12 RELATED PARTY TRANSACTIONS AND BALANCES Related parties comprise the Ultimate Parent Company, the Parent, key management personnel (including Directors) and the entities in which they have substantial interests or are capable of exercising significant management influence. (a) Details of significant related party transactions entered are as follows: Three-month period ended 30 September 2025 (Unaudited) Liability for Recharge employees’ end of selling, Selling, of service benefits Operation general and general and transferred Sale Purchase services Insurance Stock administrative administrative Capital Rental from/ (to) of goods of goods fees income costs transferred to expenses to expenses from expenditure income AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Ultimate Parent Company - 57 - - - - - - - - Parent - - - - - - 516 - - - Entities under common control - 335 14,341 - 117 - - 11,695 9,516 751 Parent’s associate 408 - 7,737 150 - 45,054# 4,138 55 - 873 Ultimate Parent Company’s joint venture - 6 - - - - - - - - ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ Three-month period ended 30 September 2024 (Unaudited) Liability for Recharge employees’ end of selling Selling, of service benefits Operation general and general and transferred Sale Purchase services Insurance Stock administrative administrative Capital Rental from/ (to) of goods of goods fees income costs transferred to expenses to expenses from expenditure income AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Ultimate Parent Company - 19 - - - - - - - 310 Parent - - - - - - - - - - Entities under common control - 296 12,613 - 1,031 - - 3,633 16,366 2,181 Parent’s associate (34) - 7,658 150 - 40,758# 3,948 - - 1,353 Ultimate Parent Company’s joint venture - - - - - - - - - - ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 20 12 RELATED PARTY TRANSACTIONS AND BALANCES (continued) (a) Details of significant related party transactions entered are as follows: (continued) Nine-month period ended 30 September 2025 (Unaudited) Liability for Recharge Purchase/ employees’ end of selling, Selling, (transfer) of service benefits Operation general and general and of property, transferred Sale Purchase services Insurance Stock administrative administrative plant and Capital Rental from/ (to) of goods of goods fees income costs transferred to expenses to expenses from equipment expenditure income AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Ultimate Parent Company - 153 - - - - - - - - - Parent - - - - - - 1,572 - - - - Entities under common control - 1,157 50,611 - 5,066 - - 28,172@ - 21,655 2,255 Parent’s associate 563 - 27,196 450 - 145,050# 12,415 55 - - 2,432 Ultimate Parent Company’s joint venture - 18 - - - - - - - - - ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ Nine-month period ended 30 September 2024 (Unaudited) Liability for Recharge Purchase/ employees’ end of selling Selling, (transfer) of service benefits Operation general and general and of property, transferred Sale Purchase services Insurance Stock administrative administrative plant and Capital Rental from/ (to) of goods of goods fees income costs transferred to expenses to expenses from equipment expenditure income AED’000 AED’000 AED’000 AED’00 0 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Ultimate Parent Company - 79 - - - - - - - - 310 Parent 2,968 - - - - - - - 20 - - Entities under common control - 1,271 46,834 - 22,773 - - 12,299@ - 29,136 2,362 Parent’s associate (36) - 28,612 450 - 128,880# 11,845 - - - 2,022 Ultimate Parent Company’s joint venture - 46 1,803 - - - - - - - - ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ ══════ #represents retail goods transferred at an agreed rate to the Parent’s associate which is accounted for on a net basis as the Group acts as an agent to procure and deliver goods for the related party. @include stores maintenance costs under the maintenance contract entered with related parties amounting to AED 27,501 thousand during nine-month period ended 30 September 2025 (Unaudited) (nine-month period ended 30 September 2024: AED 12,035 thousand) (Unaudited). - Capital expenditure commitments with related parties amounting to AED 12,295 thousand as at 30 September 2025 (Unaudited) (31 December 2024 (Audited): AED 14,420 thousand) are included within capital expenditure commitments as disclosed in note 14. - Amounts of AED 4,093 thousand as at 30 September 2025 (Unaudited) and AED 3,546 thousand as at 31 December 2024 (Audited) (included within trade receivables, prepayments and other receivables) relate to inventories held on behalf of a related party which have been subsequently billed to the related party.
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 21 12 RELATED PARTY TRANSACTIONS AND BALANCES (continued) (a) Details of significant related party transactions entered are as follows: (continued) Compensation of key management personnel of the Group The remuneration of directors and other members of key management during the period ended was as follows: Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited and (Unaudited) (Unaudited and unreviewed) unreviewed) Short-term employee benefits 1,555 802 4,663 3,195 Employees’ end of service benefits 64 50 191 149 Directors’ remuneration (note 6) 997 629 3,505 1,856 ────── ────── ────── ────── 2,616 1,481 8,359 5,200 ══════ ══════ ══════ ══════ (b) Related party balances: Amounts due from related parties 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Ultimate Parent Company Albwardy Investment L.L.C. 263 17 Parent Al Seer Group (L.L.C.) 115 - Entities under common control Al Seer Food Services LLC 154 224 Europacific LLC 130 40 Indian Pavilion Restaurant LLC 26 1 Technical Resources Establishment 3 3 Socotra Island Investments (Proprietary) Limited 1 - Desert Palm L.L.C - 3 Parent’s associate Spinneys (Abu Dhabi) L.L.C. 6,850 3,477 ────── ────── 7,542 3,765 ══════ ══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 22 12 RELATED PARTY TRANSACTIONS AND BALANCES (continued) (b) Related party balances: (continued) Amounts due to related parties 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Parent Al Seer Group (L.L.C.) - 739 Entities under common control Albwardy Engineering Enterprise 5,994 11,353 Fit Fresh LLC 2,762 2,976 Al Seer Trading Agencies LLC 2,387 1,807 Fine Fair Commercial Complex LLC 1,974 1,319 Arabian Oasis Food Co LLC 1,260 1,239 Nasco Insurance Group 170 262 Al Seer Group LLC, Oman 148 175 Totale Cleaning Services 139 65 Istana Furniture L.L.C. 15 - Socotra Island Investments (Proprietary) Limited - 102 Parent’s associate Nestle UAE L.L.C 2,110 1,774 FerGulf Trading UAE L.L.C. 827 783 Reckitt Benckiser Arabia Trading LLC 798 763 Zest Wellness Pharmacy LLC 360 275 ────── ────── 18,944 23,632 ══════ ══════ (c) The following are the amounts recognised in the interim condensed consolidated statement of profit or loss and in the interim condensed consolidated statement of financial position relating to leases entered with related parties: Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED’000 AED’000 AED’000 AED’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Depreciation of right-of-use assets 9,816 9,816 29,449 29,449 Interest expense on lease liabilities (included in finance costs) 3,001 3,689 9,273 10,939 Lease payments 11,389 10,840 35,403 34,208 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Right-of use assets 181,095 210,544 Lease liabilities 200,141 226,271 Refundable security deposits 12,000 12,000
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 23 12 RELATED PARTY TRANSACTIONS AND BALANCES (continued) Terms and conditions of transactions with related parties The terms of trade with related parties are based on commercial terms. Outstanding balances at the period/year-end arise in the normal course of business, are unsecured and interest free and settlement generally occurs in cash. As at 30 September 2025 (Unaudited), the provision for expected credit losses relating to due from related parties is Nil (31 December 2024 (Audited): Nil). 13 OWN SHARES During the period, the Group engaged a third-party licensed Liquidity Provider on the Dubai Financial Market that offers liquidity provision services, to place buy and sell orders of the Company’s shares with the objective of reducing bid/ask spreads as well as reducing price and volume volatility. An amount of AED 10,000 thousand was advanced to the Liquidity Provider with respect to the above liquidity provision services. At 30 September 2025 (Unaudited), the Liquidity Provider held 4,569,195 of the Company’s shares on behalf of the Group at par value and the Group recorded the premium paid over and above par value as own shares reserve of AED 7,208 thousand, which is classified under equity as at 30 September 2025 (Unaudited). Advance to the Liquidity Provider as at 30 September 2025 (Unaudited) amounted to AED 2,764 thousand and is included within trade receivables, prepayments and other receivables. Dividend from own shares earned during the period ended 30 September 2025 (Unaudited) amounted to AED 87 thousand which is included within retained earnings in the interim condensed consolidated statement of changes in equity. 14 GUARANTEES, CONTINGENCIES AND CAPITAL COMMITMENTS At 30 September 2025 (Unaudited), the Group had contingent liabilities in respect of bank and other guarantees including performance guarantees and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities will arise, amounting to AED 5,999 thousand (31 December 2024 (Audited): AED 5,999 thousand). Capital expenditure commitments: 30 September 31 December 2025 2024 AED’000 AED’000 (Unaudited) (Audited) Estimated capital expenditure contracted for at the reporting date but not provided for: Property, plant and equipment 68,907 44,920 ══════ ══════ 15 FINANCIAL INSTRUMENTS Financial instruments comprise financial assets, financial liabilities and derivative instruments. Financial assets consist of cash, bank balances and short-term deposits, trade and other receivables, refundable security deposits to landlords and amounts due from related parties. Financial liabilities consist of interest-bearing loans and borrowings, lease liabilities, trade and other payables, accrued expenses, refundable security deposits from tenants and amounts due to related parties. Derivative instruments consist of forward foreign exchange contracts and are included in other payables amounting to AED 148 thousand as at 30 September 2025 (Unaudited) and amounting to AED 3,759 thousand as at 31 December 2024 (Audited). The fair value of financial assets and liabilities approximate their carrying values at the end of the reporting period. The fair value of derivatives has been calculated by discounting the expected future cash flows at prevailing interest rates.
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 24 15 FINANCIAL INSTRUMENTS (continued) Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of assets and liability by valuation technique: Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. At 30 September 2025 (Unaudited) Level 1 Level 2 Level 3 Total AED’000 AED’000 AED’000 AED’000 Asset/ (liability) measured at fair value Foreign exchange forward contracts - (148) - (148) ══════ ══════ ══════ ══════ At 31 December 2024 (Audited) Level 1 Level 2 Level 3 Total AED’000 AED’000 AED’000 AED’000 Asset/ (liability) measured at fair value Foreign exchange forward contracts - (3,759) - (3,759) ══════ ══════ ══════ ══════ There were no transfers between Level 1 and Level 2 during 2025 and 2024. 16 EARNING PER SHARE Basic earnings per share is calculated by dividing profit for the period attributable to the shareholders by weighted average number of shares outstanding during the period. Diluted earnings per share amounts are calculated by dividing the profit attributable to ordinary equity holders of the Parent (adjusted for the effect of dilution, if any) by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. As at 30 September 2025 (Unaudited) and 30 September 2024 (Unaudited), there were no shares which were dilutive in nature. The information necessary to calculate basic and diluted earnings per share is as follows: Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED AED AED AED (Unaudited) (Unaudited) (Unaudited) (Unaudited) Profit for the period attributable to equity holders of the parent 43,250,000 39,708,000 217,563,000 192,227,000 ═══════ ═══════ ═══════ ═══════
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 25 16 EARNING PER SHARE (continued) Three-month period Nine-month period ended 30 September ended 30 September ──────────────── ──────────────── 2025 2024 2025 2024 AED AED AED AED (Unaudited) (Unaudited) (Unaudited) (Unaudited) Weighted average number of shares – basic and diluted* 3,598,134,712 3,600,000,000 3,599,371,405 3,600,000,000 ════════ ════════ ════════ ════════ Attributable to the shareholders: Basic and diluted earnings per share (in AED per share) 0.012 0.011 0.060 0.053 ══════ ══════ ══════ ══════ *the weighted number of ordinary shares takes into account the weighted average effect of changes in own shares during the period. 17 ENTITIES The controlled entities included in the interim condensed consolidated financial statements are as reflected below: % of shareholding Entities Country of incorporation 30 September 2025 31 December 2024 Principal activities Spinneys Dubai (L.L.C.) United Arab Emirates 100% 100% Engaged in the operation of supermarkets in United Arab Emirates Al Fair SPC Sultanate of Oman 100% 100% Engaged in the operation of supermarkets in Oman Spinneys Shj. Ltd. Co. United Arab Emirates 100% 100% Engaged in operation of supermarket in Sharjah Fine Fare Food Market (LLC) United Arab Emirates 100% 100% Engaged in the operation of supermarkets in United Arab Emirates JHF Limited United Kingdom 100% 100% Engaged in the trading in and export of foodstuffs, grocery and non-food products JHF USA Exports, Inc. United States of America 100% 100% Engaged in business of purchase of goods for export and all related activities Centurio Holdings Ltd. British Virgin Islands 100% 100% Investment holding company JHF Australia Exports Pty. Ltd. Australia 100% 100% Engaged in wholesale of food stuff, groceries and consumer products Finefair Food Market Services Limited British Virgin Islands 100% 100% Investment holding company Spinneys IP Limited United Arab Emirates 100% 100% Holding company of “Spinneys” trademark rights worldwide (except UAE)
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Spinneys 1961 Holding PLC NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine-month period ended 30 September 2025 26 17 ENTITIES (continued) % of shareholding Entities Country of incorporation 30 September 2025 31 December 2024 Principal activities Al Ma’kulat Al- Fakhirah for Food Products LLC* Saudi Arabia 50% 50% Engaged in operation of supermarkets in Saudi Arabia Spinneys Factories For Bakery Products LLC United Arab Emirates 100% 100% Engaged in production of bakery products Spinneys Fresh Food Industries LLC United Arab Emirates 100% 100% Engaged in processing of meat for supermarkets Spinneys Shopping Center L.L.C United Arab Emirates 100% 100% Engaged in operating a shopping center Waitrose Shopping Centre L.L.C United Arab Emirates 100% 100% Engaged in operating a shopping center *Considered as a subsidiary based on the agreement between the shareholders. During the period, the Group has signed the shareholders agreement with (i) Mohamed Hamoud Alshaya Co WLL (“Alshaya Group”) to expand into Kuwait where the Group will hold 51 percent equity interest in the entity to be incorporated in the State of Kuwait and (ii) ACX Holdings Corporation (“Ayala Group”) to expand into the Philippines where the Group will hold 40 percent equity interest in the entity to be incorporated in the Republic of the Philippines. There are no operations during the period in the above territories. 18 DIVIDENDS On 6 August 2025, the Board of Directors of the Company resolved to distribute interim cash dividend to the shareholders amounting to AED 119,520 thousand, at AED 0.0332 per share (2024: interim cash dividend of AED 0.0285 per share amounting to AED 102,600 thousand), which was settled in cash during August 2025. The shareholders approved and declared a final dividend for the year ended 31 December 2024 of AED 0.028 per share on 17 March 2025 amounting to AED 100,800 thousand which was settled in cash during April 2025. 19 EVENTS AFTER THE REPORTING DATE There were no significant events subsequent to the period-end that require either adjustments or disclosures in the interim condensed consolidated financial statements.