Agility Public Warehousing K S C P : Q1 2024 Financial Report

AGILITY PUBLIC WAREHOUSING

COMPANY K.S.C.P. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED

FINANCIAL INFORMATION

31 MARCH 2024 (UNAUDITED)

Ernst & Young	Tel: [phone]
Al Aiban, Al Osaimi & Partners	Fax: [phone]
P.O. Box 74	[e-mail]
18-20th Floor, Baitak Tower	ey.com/mena
Ahmed Al Jaber Street
Safat Square 13001, Kuwait

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF AGILITY PUBLIC WAREHOUSING COMPANY K.S.C.P.

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of Agility Public Warehousing Company K.S.C.P. (the "Parent Company") and its subsidiaries (collectively, the "Group") as at 31 March 2024 and the related interim condensed consolidated statement of income, interim condensed consolidated statement of comprehensive income, interim condensed consolidated statement of cash flows and interim condensed consolidated statement of changes in equity for the three months period then ended. The management of the Parent Company is responsible for the preparation and presentation of this interim condensed consolidated financial information in accordance with International Accounting Standard IAS 34: Interim Financial Reporting ("IAS 34"). Our responsibility is to express a conclusion on this interim condensed consolidated financial information based on our review.

Scope of Review

Except as explained in the following paragraph, 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 condensed consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

1. As stated in Note 5 to the interim condensed consolidated financial information, the Group's investment in and loan to Korek Telecom ("Korek") is carried at KD 111,774 thousand (31 December 2023: KD 111,639 thousand and 31 March 2023: KD 111,347 thousand) and KD 35,755 thousand (31 December 2023: KD 35,711 thousand and 31 March 2023: KD 35,618 thousand) respectively, in the interim condensed consolidated statement of financial position as at 31 March 2024. We were unable to obtain sufficient appropriate evidence about the carrying value of the investment in Korek and the recoverability of the loan due to the nature and significant uncertainty around the investment and eventual outcome of the various ongoing arbitrations. Consequently, we were unable to determine whether any adjustments to the carrying value of the investment in and loan to Korek were necessary. We have been issuing a qualified opinion and conclusion on the consolidated financial statements of the Group in respect of the same matter since the year ended 31 December 2014.

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF AGILITY PUBLIC WAREHOUSING COMPANY K.S.C.P. (continued)

Basis for Qualified Conclusion (continued)

1. As stated in Note 13(a) to the interim condensed consolidated financial information, the Group has investment properties amounting to KD 281,367 thousand as at 31 March 2024 (31 December 2023: KD 281,360 thousand and 31 March 2023: KD 279,293 thousand) that are leased from the Public Authority for Industry, Kuwait ("PAI"), of which the lease contracts of properties amounting to KD 190,980 thousand (31 December 2023: KD 191,172 thousand and 31 March 2023: KD 190,704 thousand) have expired as at the reporting date and are currently under legal dispute since PAI issued a notice to the Group on 18 January 2023 expressing their unwillingness to renew or extend these lease contracts, and for the Group to vacate these premises within a week of issuing the notice. As part of legal proceedings, the Group has asked the Kuwait courts to prevent PAI from interrupting the usage of these properties by the Group. The Group was also unable to obtain a reliable estimate of the fair value of the investment properties leased from PAI, on account of the uncertainty associated with these properties, as a result of the ongoing litigation with PAI. We were therefore unable to obtain sufficient appropriate audit evidence about the existence and valuations of these investment properties due to the expiry of the underlying lease contracts as detailed in Note 13(a), and management being unable to determine the fair value of all the leased properties from PAI as at 31 March 2024. Further there is significant uncertainty around the renewal of all the lease contracts with PAI and the rights or liabilities that may arise, as well as the operational revenues, profitability and related cashflows that may be impacted, as a result of the ongoing legal proceedings. Consequently, we were unable to determine whether any adjustments to the carrying value of these properties were necessary. We have been issuing a qualified opinion and conclusion on the consolidated financial statements of the Group in respect of the same matter since the year ended 31 December 2022.
2. As stated in Note 13(d) to the interim condensed consolidated financial information and pursuant to the judgment by the Court of Cassation against the General Administration of
   Customs for Kuwait ("GAC"), the Group has not recorded any adjustments related to the final outcome as at 31 March 2024 in the interim condensed consolidated financial information, as the management is exploring the possibilities of entering into negotiations with GAC for settlement of awarded compensation, which in our view should have been recorded as an income and receivable. As a result, receivables, retained earnings and non- controlling interest as at 31 March 2024 are understated by KD 54,396 thousand (31 December 2023: KD 54,396 thousand and 31 March 2023: KD 54,396 thousand), KD 32,964 thousand (31 December 2023: KD 32,964 thousand and 31 March 2023: KD 32,964 thousand) and KD 21,432 thousand (31 December 2023: KD 21,432 thousand and 31 March 2023: KD 21,432 thousand) respectively. Further, as stated in Note 13(d), the Group is also eligible for 7% interest per annum on awarded compensation, the financial impact of which has not been determined in the interim condensed consolidated financial information. We have been issuing a qualified opinion and conclusion on the consolidated financial statements of the Group in respect of the same matter since the period ended 30 June 2022.

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REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF AGILITY PUBLIC WAREHOUSING COMPANY K.S.C.P. (continued)

Qualified Conclusion

Based on our review, except for the possible effect of the matters described in the "Basis for Qualified Conclusion" paragraph above, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial information is not prepared, in all material respects, in accordance with IAS 34.

Emphasis of Matter

We draw attention to Note 13(e) to the interim condensed consolidated financial information which describe the contingencies and claims with the General Administration of Customs for Kuwait. Our conclusion is not further qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

Furthermore, based on our review, except for the possible effects of the matters described in the "Basis for Qualified Conclusion" paragraph above, the interim condensed consolidated financial information is in agreement with the books of account of the Parent Company. We further report that, to the best of our knowledge and belief, we have not become aware of any violations of the Companies Law No. 1 of 2016, as amended and its Executive Regulations, as amended, or of the Parent Company's Memorandum of Incorporation and Articles of Association, as amended, during the three months period ended 31 March 2024 that might have had a material effect on the business of the Parent Company or on its financial position.

We further report that, except for the possible effects of the matters described in the "Basis for Qualified Conclusion" paragraph above, during the course of our review, to the best of our knowledge and belief, we have not become aware of any violations of the provisions of Law No. 7 of 2010 concerning establishment of Capital Markets Authority "CMA" and organization of security activity and its executive regulations, as amended, during the three months period ended 31 March 2024 that might have had a material effect on the business of the Parent Company or on its financial position.

WALEED A. AL OSAIMI		NAYEF M. AL-BAZIE
LICENCE NO. 68 A		LICENCE NO. 91- A
EY		RSM Albazie & Co.
AL AIBAN, AL OSAIMI & PARTNERS
15 May 2024
Kuwait
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Agility Public Warehousing Company K.S.C.P. and Subsidiaries

INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the period ended 31 March 2024 (Unaudited)

		Three months ended
		31	March
		2024	2023
	Notes	KD 000's	KD 000's
Revenue from contract with customers	10	336,290	320,538
Cost of revenues		(113,872)	(133,450)
		────────	────────
Net revenues		222,418	187,088
General and administrative expenses		(161,891)	(132,722)
Share of results of associates and joint ventures		480	880
Unrealised gain (loss) on financial assets at fair value through profit or loss		3,561	(597)
Dividend income		3,182	5,522
Miscellaneous income		3,021	227
		────────	────────
Profit before interest, taxation, depreciation, amortisation and Directors'
remuneration (EBITDA)		70,771	60,398
Depreciation		(22,664)	(19,380)
Amortisation		(2,118)	(2,222)
		────────	────────
Profit before interest, taxation and Directors' remuneration (EBIT)		45,989	38,796
Interest income		650	515
Finance costs		(16,705)	(14,436)
		────────	────────
Profit before taxation and Directors' remuneration		29,934	24,875
Taxation	11	(3,596)	(4,274)
Directors' remuneration		(88)	(88)
		────────	────────
PROFIT FOR THE PERIOD		26,250	20,513
		════════	════════
Attributable to:
Equity holders of the Parent Company		18,691	15,321
Non-controlling interests		7,559	5,192
		────────	────────
		26,250	20,513
		════════	════════
BASIC AND DILUTED EARNINGS PER SHARE - ATTRIBUTABLE TO	12	7.32	6.00
EQUITY HOLDERS OF THE PARENT COMPANY (FILS)
		════════	════════

The attached notes 1 to 17 form part of this interim condensed consolidated financial information. 5

Agility Public Warehousing Company K.S.C.P. and Subsidiaries

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 31 March 2024 (Unaudited)

	Three months ended
	31 March
	2024	2023
	KD 000's	KD 000's
Profit for the period	26,250	20,513
Other comprehensive (loss) income:	═══════	═══════
Items that are or may be reclassified to consolidated statement of income in subsequent
periods:
Foreign currency translation adjustments	17,543	18,705
Share of other comprehensive income (loss) of associates and joint ventures	686	(55)
Gain (loss) on hedge of net investments	32	(4,913)
Loss on cash flow hedges	-	(3,028)
Net other comprehensive income that are or may be reclassified to consolidated	───────	───────
statement of income in subsequent periods	18,261	10,709
	───────	───────
Items that will not be reclassified to the consolidated statement of income:
Changes in fair value of financial assets at fair value through other comprehensive
income	(79,687)	190,585
Gain on fair value hedges	20,373	-
Net other comprehensive (loss) income that will not be reclassified to	───────	───────
consolidated statement of income	(59,314)	190,585
	───────	───────
Total other comprehensive (loss) income	(41,053)	201,294
	───────	───────
Total comprehensive (loss) income for the period	(14,803)	221,807
Attributable to:	═══════	═══════
Equity holders of the Parent Company	(22,589)	216,811
Non-controlling interests	7,786	4,996
	───────	───────
	(14,803)	221,807
	═══════	═══════

The attached notes 1 to 17 form part of this interim condensed consolidated financial information.

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Agility Public Warehousing Company K.S.C.P. and Subsidiaries

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended 31 March 2024 (Unaudited)

		Three months ended
		31 March
		2024	2023
	Note	KD 000's	KD 000's
OPERATING ACTIVITIES
Profit before taxation and Director's remuneration		29,934	24,875
Adjustments for:
Expected credit losses on trade receivables		1,495	326
Provision for employees' end of service benefits		3,908	3,713
Foreign currency exchange gain		(152)	(738)
Share of results of associates and joint ventures		(480)	(880)
Unrealised (gain) loss on financial assets at fair value through profit or loss		(3,561)	597
Dividend income		(3,182)	(5,522)
Miscellaneous income		(3,021)	(227)
Depreciation of property, plant and equipment and right-of-use assets		22,664	19,380
Amortisation		2,118	2,222
Interest income		(650)	(515)
Finance costs		16,705	14,436
		─────────	─────────
Operating profit before changes in working capital		65,778	57,667
Inventories		(9,785)	(579)
Trade receivables		(13,846)	(4,334)
Other current assets		(2,817)	(3,277)
Trade and other payables		(8,741)	(4,035)
		─────────	─────────
		30,589	45,442
Taxation paid		(2,999)	(3,683)
Employees' end of service benefits paid		(1,675)	(1,926)
		─────────	─────────
Net cash flows from operating activities		25,915	39,833
		─────────	─────────
INVESTING ACTIVITIES
Net movement in financial assets at fair value through profit or loss		(122)	235
Net movement in financial assets at fair value through other comprehensive income		(2,101)	(847)
Additions to property, plant and equipment		(5,552)	(13,642)
Proceeds from disposal of property, plant and equipment		5,556	717
Loans to related parties		(6,926)	(14,579)
Additions to projects in progress		(13,006)	(1,320)
Net movement in investment in associates and joint ventures		-	(2,829)
Dividends received		2,718	6,586
Acquisition of additional interest in a subsidiary		(1,235)	-
Interest income received		650	486
Net movement in other non-current assets		-	(1,094)
Net movement in deposits with original maturities exceeding three months		(7,634)	(10,312)
		─────────	─────────
Net cash flows used in investing activities		(27,652)	(36,599)
		─────────	─────────
FINANCING ACTIVITIES
Proceeds from interest bearing loans		160,961	73,510
Repayment of interest bearing loans		(25,840)	(53,565)
Payment of lease obligations		(17,364)	(13,951)
Finance cost paid		(6,991)	(13,434)
Dividends paid to equity holders of the Parent Company		(24)	(100)
Dividends paid to non-controlling interests		(400)	(1,563)
		─────────	─────────
Net cash flows from (used in) financing activities		110,342	(9,103)
Net foreign exchange differences		(1,078)	(666)
		─────────	─────────
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		107,527	(6,535)
Cash and cash equivalents at 1 January		188,611	132,898
		─────────	─────────
CASH AND CASH EQUIVALENTS AT 31 MARCH	7	296,138	126,363
		═════════	═════════

The attached notes 1 to 17 form part of this interim condensed consolidated financial information.

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Agility Public Warehousing Company K.S.C.P. and Subsidiaries

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 31 March 2024 (Unaudited)

Attributable to equity holders of the Parent Company

						Foreign
					Treasury	currency		Investment				Non-
	Share	Share	Statutory	Treasury	shares	translation	Hedging	revaluation	Other	Retained		controlling	Total
	capital	premium	reserve	shares	reserve	reserve	reserve	reserve	reserves	earnings	Sub total	interests	equity
	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's	KD 000's
As at 1 January 2024	267,613	152,650	195,595	(40,561)	56,769	(44,132)	18,857	(487,891)	26,464	1,627,170	1,772,534	119,571	1,892,105
Profit for the period	-	-	-	-	-	-	-	-	-	18,691	18,691	7,559	26,250
Other comprehensive income (loss)	-	-	-	-	-	18,293	20,371	(79,830)	(114)	-	(41,280)	227	(41,053)
Total comprehensive income (loss)	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────
for the period	-	-	-	-	-	18,293	20,371	(79,830)	(114)	18,691	(22,589)	7,786	(14,803)
Interim cash dividends (Note 15)	-	-	-	-	-	-	-	-	-	(25,524)	(25,524)	-	(25,524)
Dividends in-kind (Note 15)	-	-	-	-	-	-	-	-	-	(776,446)	(776,446)	-	(776,446)
Dividends to non-controlling
interests	-	-	-	-	-	-	-	-	-	-	-	(400)	(400)
	────────	────────	────────	───────	────────	────────	────────	────────	────────	────────	────────	────────	────────
As at 31 March 2024	267,613	152,650	195,595	(40,561)	56,769	(25,839)	39,228	(567,721)	26,350	843,891	947,975	126,957	1,074,932
	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════
As at 1 January 2023	267,613	152,650	195,595	(40,561)	56,769	(150,788)	(4,695)	(446,276)	27,713	1,543,601	1,601,621	113,141	1,714,762
Profit for the period	-	-	-	-	-	-	-	-	-	15,321	15,321	5,192	20,513
Other comprehensive income (loss)	-	-	-	-	-	18,901	(7,996)	190,585	-	-	201,490	(196)	201,294
Total comprehensive income (loss) for	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────
the period	-	-	-	-	-	18,901	(7,996)	190,585	-	15,321	216,811	4,996	221,807
Dividends to non-controlling
interests	-	-	-	-	-	-	-	-	-	-	-	(1,563)	(1,563)
	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────	────────
As at 31 March 2023	267,613	152,650	195,595	(40,561)	56,769	(131,887)	(12,691)	(255,691)	27,713	1,558,922	1,818,432	116,574	1,935,006
	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════	════════

The attached notes 1 to 17 form part of this interim condensed consolidated financial information.

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Agility Public Warehousing Company K.S.C.P. and Subsidiaries

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

As at and for the period ended 31 March 2024 (Unaudited)

1 CORPORATE INFORMATION

Agility Public Warehousing Company K.S.C.P. (the "Parent Company") is a Kuwaiti shareholding company incorporated in 1979 and listed on Boursa Kuwait and Dubai Stock Exchange. The address of the Parent Company's Head office is Sulaibia, beside Land Customs Clearing Area, P.O. Box 25418, Safat 13115, Kuwait. The Group operates under the brand name of "Agility".

The interim condensed consolidated financial information of the Parent Company and its subsidiaries (collectively, the "Group") was authorised for issue by the Board of Directors on 15 May 2024.

The main objectives of the Parent Company are as follows:

• Construction, management and renting of all types of warehouses.
• Warehousing goods under customs' supervision inside and outside customs areas.
• Investing the surplus funds in investment portfolios.
• Participating in, acquiring or taking over companies of similar activities or those that would facilitate achieving the Parent Company's objectives inside or outside Kuwait.
• All types of transportation, distribution, handling and customs clearance for goods.
• Customs consulting, customs automation, modernisation and decision support.

2 BASIS OF PREPARATION

The interim condensed consolidated financial information of the Group has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

The interim condensed consolidated financial information does not include all of the information and disclosures required for complete consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2023. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the interim condensed consolidated financial information. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending 31 December 2024.

3 NEW STANDARDS, INTERPRETATIONS, AMENDMENTS AND ACCOUNTING POLICIES ADOPTED BY THE GROUP

The accounting policies adopted in the preparation of the interim condensed consolidated financial information are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2023, except for the adoption of new standards effective as of 1 January 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments apply for the first time in 2024, but do not have an impact on the interim condensed consolidated financial information of the Group.

Supplier Finance Agreements - Amendments to IAS 7 and IFRS 7

In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.

The transition rules clarify that an entity is not required to provide the disclosures in any interim periods in the year of initial application of the amendments. Thus, the amendments had no impact on the Group's interim condensed consolidated financial information.

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