Orascom Development : JAHRESABSCHLUSSFY 2023

Contents

Orascom Development Holding AG (consolidated financial statements)

Consolidated statement of comprehensive income F-3

Consolidated statement of financial position F-4

Consolidated statement of changes in equity F-6

Consolidated statement of cash flows F-7

Notes to the consolidated financial statements F-10

Orascom Development Holding AG

Statutory income statement F-79

Statutory balance sheet F-80

Notes to the statutory financial statements F-81

Proposal to carry forward the accumulated losses F-88

Orascom Development Holding AG

Consolidated financial statements together with auditor's report for the year ended 31 December 2023

Consolidated statement of comprehensive income for the year ended 31 December 2023

CHF

Notes

2023

2022

RevenueCost of sales

Impairment losses recognised on receivables, net

5/6 6.2 33.9

655,226,389

(503,697,846) (535,827,582)

(682,648) (3,452,318)

689,716,328

GROSS PROFIT

Investment income Other gains Administrative expenses Finance costs

Share of profit of associates Other losses

150,845,895 150,436,428

8 9 10 18 11

18,202,279 18,832,662

17,833,778 11,012,117

(33,406,226) (44,778,566)

(50,126,783) (37,816,548)

5,778,433 (22,941,041)

23,719,614 (36,770,582)

PROFIT BEFORE TAX Income tax expense

12

86,186,335 (31,796,642)

84,635,125 (33,323,523)

PROFIT FOR THE YEAR

54,389,693

51,311,602

OTHER COMPREHENSIVE LOSS, NET OF INCOME TAX

Items that will not be reclassified subsequently to profit or loss

Net gain/(loss) on revaluation of financial assets at FVTOCI

Remeasurement of defined benefit obligation Share of other comprehensive (loss)/income of associates

32 18

2,922 (374,438) (929,957)

(11,511)

512,127 1,606,955

(1,301,473)

2,107,571

Items that may be reclassified subsequently to profit or loss

Exchange differences arising on translation of foreign operations

(100,077,582) (131,857,970)

(100,077,582) (131,857,970)TOTAL OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX

(101,379,055) (129,750,399)TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(46,989,362) (78,438,797)

Profit attributable to:

Owners of the Parent Company Non-controlling interests

26,952,563 22,885,746

27,437,130 28,425,856

54,389,693 51,311,602

Total comprehensive loss attributable to: Owners of the Parent Company Non-controlling interests

(44,545,673) (63,107,366)

(2,443,689) (15,331,431)

(46,989,362) (78,438,797)Earnings per share from continuing operations

Basic 13

Diluted 13

0.51 0.57

Ashraf Nessim Group CFO

0.51 0.57

Naguib S. Sawiris Chairman of the Board

CHF	Notes	31 December 2023	31 December 2022
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment	14	723,603,406	742,495,934
Investment property	15	42,155,911	36,895,453
Goodwill	16	1,391,730	1,908,454
Investments in associates	18	49,009,962	51,346,118
Non-current receivables	19	116,310,911	106,813,094
Deferred tax assets	12.4	12,299,172	13,526,260
Other financial assets	20	1,411	2,035
TOTAL NON-CURRENT ASSETS	944,772,503	952,987,348
CURRENT ASSETS
Inventories	21	434,612,307	437,025,570
Trade and other receivables	22	171,532,988	164,655,322
Current receivables due from related parties	35.1	18,411,517	21,833,394
Other current assets	23	64,336,582	67,249,217
Cash and bank balances	24	213,850,134	180,298,029
TOTAL CURRENT ASSETS	902,743,528	871,061,532
TOTAL ASSETS	1,847,516,031	1,824,048,880
F-4

CHF

Notes

31 December 2023

31 December 2022

EQUITY AND LIABILITIES CAPITAL AND RESERVES Issued capital

Reserves (Accumulated losses)

25 26

299,111,830 295,905,192 (219,171,003)

202,968,745 329,490,811 (247,650,476)

Equity attributable to owners of the Parent Company

Non-controlling interests

TOTAL EQUITY

17.1

375,846,019 159,715,716 535,561,735

284,809,080 157,949,560 442,758,640

NON-CURRENT LIABILITIES Borrowings

Trade and other payables Contract liabilities

Notes payable Provisions

Retirement benefit obligation Deferred tax liabilities

27 28 29

286,847,745

206,657,108

43,827,432

5,807

30 32 12.4

21,101,315

744,665

18,852,619

418,407,070

243,104,128

60,099,754

70,615

20,613,065

433,948

24,512,092

TOTAL NON-CURRENT LIABILITIES

578,036,691

767,240,672

CURRENT LIABILITIES Trade and other payables Borrowings

Due to related parties Current tax liabilities Provisions

Other current liabilities

28

36,933,191

27

193,670,204

35.1

17,610,169

12.3

41,095,483

30

38,672,057

31

405,936,501

37,896,237

49,287,553

20,311,188

40,304,227

44,660,414

421,589,949

TOTAL CURRENT LIABILITIES

733,917,605

614,049,568

TOTAL LIABILITIESTOTAL EQUITY AND LIABILITIES

1,311,954,296 1,847,516,031

1,381,290,240 1,824,048,880

Naguib S. Sawiris Chairman of the Board

Ashraf Nessim Group CFO

Orascom Development Holding AG

Consolidated statement of changes in equity for the year ended 31 December 2023

CHF

Issued CapitalShare premiumTreasury sharesShare-based payment reservePP&E revaluation reserveInvestments revaluation reserve

General reserve

Foreign currency translation reserveReserve from common control transactions

(Accumulated losses)Attributable to owners of the Parent CompanyNon-controlling interests

Total

Balance at 1 January 2022

Profit for the yearOther comprehensive income for the year, net of income tax

202,968,745 - -836,750,750 - -

(2,627,923)

684,208 - -4,638,989 - -

(1,115,095)

4,916,868 -

(353,723,501)

(72,519,921)

• (272,381,871) 347,591,249 171,197,040

  - -

  -

  -

  - -22,885,746

• 22,885,746 28,425,856

(11,511)

• - (88,100,683)

• 2,119,082 (85,993,112)

(43,757,287)

Total comprehensive income for the year

-

-

-

-

-

(11,511)

-(88,100,683)

-25,004,828

(63,107,366)

(15,331,431)

Acquisition of treasury shares

Board of Directors distribution Other disposal of treasury shares Share-based payments (note 34)

Effect of exercised options in subsidiaries

Acquisition of non-controlling interests without change in control

Non-controlling interests' share in equity of consolidated subsidiaries

- - - - -

- - - - (420,742)

(699,940)

- - - 513,156 - - -

- - - - - - -

- - - - - - -

- - - - - - -

- - - - - - -

- - - - - - -

-

(699,940)

-

421,450 784,706 - - - -

270,444

691,894 - 691,894

(125,898)

658,808 - 658,808

-

513,156 - 513,156

560,265

139,523

(139,523)

- -- -

(978,244)

(978,244)

• (210,024) (1,188,268)

-

-2,433,498

Balance at 31 December 2022

202,968,745

836,330,008

(2,121,707)

1,197,364

4,638,989

(1,126,606)

4,916,868

(441,824,184)

(72,519,921)

(247,650,476)

284,809,080

157,949,560

518,788,289

51,311,602 (129,750,399)

(78,438,797)

(699,940)

-2,433,498

442,758,640

Balance at 1 January 2023

Profit for the year

Other comprehensive income for the year, net of income tax

202,968,745 - -

836,330,008 - -

(2,121,707)

1,197,364 - -

4,638,989 - -

(1,126,606)

4,916,868 -

(441,824,184)

(72,519,921)

(247,650,476)

284,809,080 26,952,563 (71,498,236)

• 157,949,560 442,758,640

  - -

  -

  -

  - -

  26,952,563 (1,304,395)

• 27,437,130 54,389,693

2,922

• - (70,196,763)

(29,880,819)

Total comprehensive income for the year

-

-

-

-

-

2,922

-(70,196,763)

-25,648,168

(44,545,673)

(2,443,689)

Capital increase

Transaction costs directly related to capital increase Acquisition of treasury shares

Board of Directors distribution Distribution to others

Disposal of shares in subsidiaries Other disposal of treasury shares Share-based payments (note 34)

Cash payment under share-based payments plan (note 34) Effect of exercised options in subsidiaries

Non-controlling interests' share in equity of consolidated subsidiaries

96,143,085 - - - - - - - - - -

38,457,234 (2,537,163)

- -

- - - - - - - 513,156 (396,165)

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

• - 134,600,319

- - - - - - - (32,962)

• - 134,600,319

- - 54,521 14,146 2,859,146

(2,537,163)

-

(318,134) 254,240 285,867 - 382,149 - - - -

(318,134)

-308,761 - 308,761

300,013 - 300,013

2,859,146

947,972

(96,508)

285,641 - 285,641

- - - -

513,156 - 513,156

(396,165) - (396,165)

- -(32,962)

(10,929) (43,891)

-

-3,272,802

Balance at 31 December 2023

299,111,830

872,217,117

(1,517,585)

1,314,355

4,638,989

(1,123,684)

4,916,868

(512,020,947)

(72,519,921)

(219,171,003)

375,846,019

159,715,716

(101,379,055)

(46,989,362)

(2,537,163)

(318,134)

3,807,118

3,272,802

535,561,735

F-6

CHF	Notes	2023	2022
CASH FLOWS FROM OPERATING ACTIVITIES

Net cash generated by operating activities

Profit for the year	54,389,693	51,311,602
Adjustments for:
Income tax expense recognised in profit or loss	12.1	31,796,642	33,323,523
Share of (gains)/losses of associates	18	(5,778,433)	(23,719,614)
Finance costs recognised in profit or loss	10	50,126,783	37,816,548
Investment income recognised in profit or loss	8	(18,202,279)	(18,832,662)
Impairment loss on trade receivables and other assets	11/33.9	3,268,119	3,452,318
Reversal of impairment loss on trade receivables	33.9	(1,336,934)	(946,867)
Impairment losses on inventory	11/21	685,090	2,342,412
Impairment losses on related party receivables	11	1,199,143	2,133,771
Impairment loss on property, plant and equipment	11/14	8,672,938	9,780,475
Depreciation of property, plant and equipment	14	23,668,036	25,412,083
Gain on revaluation of investment properties	9/15	(4,577,056)	(3,534,120)
Gain from short-term investments	9	(10,440,480)	-
Provision formed	30	36,503,702	46,981,726
Share-based payments	34.1	513,156	513,156
Net foreign exchange losses / (gains)	11	11,135,333	22,513,924
MOVEMENTS IN WORKING CAPITAL
Decrease/(increase) in trade and other receivables	(76,997,561)	(105,740,613)
(Increase) in inventories	(55,416,024)	(35,828,065)
Decrease/(increase) in other current assets	1,826,568	(11,189,282)
(Decrease) in trade and other payables	(9,236,721)	(7,900,864)
(Decrease) in provisions	(28,682,594)	(25,298,475)
(Decrease)/increase in other current liabilities	76,442,651	72,949,034
Cash generated by operations	89,559,772	75,540,010
Interest paid	(43,044,179)	(22,047,290)
Income tax paid	(21,121,682)	(30,490,760)
25,393,911	23,001,960
F-7

CHF

Notes

2023

2022

CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment and investment property

Proceeds from sale of investments Proceeds from treasury bills Dividends received

Interest received

14/15

(125,808,153)

9 18

10,440,480

674,356 6,671,213

3,119,051 4,589,988

10,361,092 10,994,799

(101,704,810)

-

Net cash (used in) investing activities

(101,213,174)

(79,448,810)CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from capital increase

Payments for transaction costs in relation to capital increase

Proceeds from/(payments for) treasury shares and shares in subsidiaries

Non-controlling interests' shares in equity of consolidated subsidiaries

Repayment of lease liabilities Repayment of borrowings Proceeds from borrowings

42,534,284 (2,537,163)

3,774,625 3,272,802

27.3

(535,797) (20,102,384) 124,339,295

- -

(41,132)

2,433,498

(948,455) (26,706,977) 116,230,684

Net cash generated by financing activities

150,745,662

90,967,618

Net increase in cash and bank balances

Cash and bank balances at the beginning of the year

Effects of exchange rate changes on the balance of cash held in foreign currencies

74,926,399 34,520,768

180,298,029 206,999,539

(41,374,294)

(61,222,278)

Cash and bank balances at the end of the year

24

213,850,134

180,298,029

Index to the notes to the consolidated financial statements

Page

1	General information	10
2	Application of new and revised International Financial Reporting Standards	10
3	Material accounting policies	11
4	Critical accounting judgments and key sources of estimation uncertainty	23
5	Revenue	25
6	Segment information	26
7	Employee benefits expense	29
8	Investment income	30
9	Other gains	30
10	Finance costs	30
11	Other losses	31
12	Income taxes	31
13	Earnings per share	33
14	Property, plant and equipment	34
15	Investment property	36
16	Goodwill	37
17	Subsidiaries	38
18	Investments in associates	41
19	Non-current receivables	43
20	Other financial assets	44
21	Inventories	44
22	Trade and other receivables	45
23	Other current assets	45
24	Cash and bank balances	45
25	Capital	46
26	Reserves (net of income tax)	47
27	Borrowings	49
28	Trade and other payables	50
29	Contract liabilities	51
30	Provisions	51
31	Other current liabilities	52
32	Retirement benefit plans	52
33	Financial instruments	54
34	Share-based payments	61
35	Related party transactions	62
36	Non-cash transactions	64
37	Leases	64
38	Commitments for expenditure	67
39	Post-dated cheques	70
40	Significant events during the financial period	70
41	Litigation	71
42	Subsequent events	71
43	Approval of financial statements	72
F-9

Notes to the consolidated financial statement for the year ended 31 December 2023

1 GENERAL INFORMATION

Orascom Development Holding AG ("ODH" or "the Parent Company"), a limited company incorporated in Altdorf, Switzerland, is a public company whose shares are traded on the SIX Swiss Exchange.

The Company and its subsidiaries (the "Group") is a leading developer of fully integrated towns that include hotels, private villas and apartments, leisure facilities such as golf courses, marinas and supporting infrastructure. The Group's diversified portfolio of projects is spread over seven jurisdictions (Egypt, UAE, Oman, Switzerland, Morocco, Montenegro and United Kingdom), with primary focus on touristic towns and recently primary housing. The Group currently operates ten destinations; five in Egypt (El Gouna, Taba Heights, Fayoum, Makadi and O-West), The Cove in the United Arab Emirates, Jebel Sifah and Hawana Salalah in Oman, Luštica Bay in Montenegro and Cornwall in the UK.

The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report.

2 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")

2.1 Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current year

In the current year, the Group has applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for the current year. These revised Standards have not had a material effect on these consolidated financial statements. The details of the revised Standards are as follows:

Amendments to IAS 1 Presentation of Financial Statements

The amendments help preparers in deciding which accounting policies to disclose in their financial statements which led to certain changes in the summary of material accounting policies in note 3.

Amendments to IAS 8

The amendments help entities to distinguish between changes in accounting policies and changes in accounting estimates and correction of errors.

Amendments to IAS 12

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations.

2.2 Standards and Interpretations in issue but not yet effective

At the date of authorisation of these consolidated financial statements, the Group has not adopted the following Standards that have been issued but are not yet effective. They will be effective for annual periods beginning on or after the dates indicated below, with earlier application permitted.

Amendments to IFRS 7 andSupplier finance arrangements 1 January 2024

IAS 7

Amendments to IFRS 16

Lease liability in a sale leaseback

1 January 2024

Amendments to IAS 1

Amendments to IAS 21

Classification of liabilities as current or non-current Lack of exchangeability of currencies

1 January 2024

1 January 2025

Management of the Group does not expect that the adoption of the amended Standards listed above will have a material impact on the financial statements of the Group in future periods. In addition to the amended Standards mentioned above, there are other

Standards applicable starting next year, which are immaterial or not applicable for the Group.

F-10