Notes forming part of accounts [line items] | | |
Disclosure of notes and other explanatory information [text block] | | |
Disclosure of general information about reporting entity [abstract] | | |
Disclosure of general information about reporting entity [text block] |
Saudi Tadawul Group Holding Company (formerly “Saudi Stock Exchange Company”) (the “Company”, “Parent”) is a Saudi joint stock company registered in the Kingdom of Saudi Arabia under Commercial Registration number 1010241733 dated 2/12/1428 H (corresponding to 12 December 2007). The Company was established by the Royal Decree no. M/15 dated 01/03/1428 H (corresponding to 20 March 2007) and the Ministry of Commerce resolution no. 320/k dated 1/12/1428 H (corresponding to 11 December 2007).
These consolidated financial statements comprise of the financial statements of the Company and its subsidiaries (collectively referred to as “the Group”).
The Company’s registered office address is as follows:
Tadawul Tower, building no. 3229 Financial Boulevard (KAFD) Riyadh 13519 Kingdom of Saudi Arabia | |
Disclosure of information about major activities of reporting entity [text block] |
The Company’s main activities are managing and supporting subsidiaries or participating in the management of other companies in which it owns shares, investing its funds in shares and other securities owning real estate and other properties in connection with its businesses, granting loans, guarantees and financing to its subsidiaries, and owning and leasing industrial property rights to its subsidiaries or other companies.
On 7 May 2023, 51% shareholding in Direct Financial Network Company (“DFN”) was acquired by the Group through one of its subsidiary (Wamid) refer note 1.1. On 15 December 2024, the Group announced a development regarding the acquisition through one of its wholly owned subsidiary, Tadawul Advanced Solutions Company (“WAMID”) which already held 51% shares in Direct Financial Network Company (DirectFN Limited), by announcing the acquisition of 49% of the entire remaining shares in Direct Financial Network Company (DirectFN Limited) for a value of SAR 220,500,000 in accordance with the terms of agreement. On 3 February 2025 (corresponding to Shaban 4th, 1446 AH) the Group announced the completion of the regulatory requirements of the transaction and hence the acquisition was completed and its impact is reflected in the condensed consolidated financial statements.
The Group has established a new wholly owned subsidiary (a Limited Liability Company) called “Tadawul Investment Holding Company” (“TIH”) with authorised share capital of SAR 35 million registered in the Kingdom of Saudi Arabia under Commercial Registration number 1010980736 dated 25/7/1445 H (corresponding to 6 February 2024). TIH’s objective is to fully hold investment in another subsidiaries, including in the new wholly owned subsidiary (a Limited Liability Company) called “Tadawul First Investment Company” (“TFIC”) with the authorized share capital of SAR 25 million registered in the Kingdom of Saudi Arabia under Commercial Registration number 1009014645 dated 8/10/1445 H (corresponding to 17 April 2024). TFIC is used as investment vehicle to own Group’s upcoming planned investments in associates and joint ventures.
On 26 June 2024 (corresponding to 20 Dhu Al-Hijjah 1445 AH), Group through one of its subsidiary (TFIC) acquired 32.6% shareholding of Gulf Mercantile Exchange Limited (GME) (formerly called Dubai Mercantile Exchange – DME), a company incorporated in Bermuda on 21 April 2005. GME provides an electronic financial market to facilitate trading, clearing and settlement of a range of energy financial instruments. It also provides a set of ancillary services similar to those of other financial exchanges to help promote the market’s development. Refer note 1 and 6.3.
The Group’s main activities through dedicated subsidiaries and equity accounted investments (given in note 1.1 and 1.2) is to provide a listing service, create and manage the mechanisms of trading of securities, providing depository and registration services for securities ownership, clearing of securities trades, dissemination of securities information, provide financial technology solutions and financial content and innovative capital market solutions and products for stakeholders and engage in any related other activity to achieve the objectives as defined in the Capital Market Law. | |
Disclosure of major shareholders of reporting entity [text block] |
The Company was wholly owned by the Government of the Kingdom of Saudi Arabia (the “Government”) as ultimate controlling party through the Public Investment Fund (“PIF”). On 8 December, 2021 the Company completed its Initial Public Offering (“IPO”) and its ordinary shares were listed on the Saudi Stock Exchange. In connection with the IPO, the Government through PIF sold 30% of their stake representing 36 million ordinary shares. On 13 November 2022, PIF sold an additional 10% of their stake representing 12 million ordinary shares. Accordingly, PIF now holds 60% (31 December 2024: 60%) of the share capital. As at 31 March 2025, the authorized, issued and fully paid-up share capital of the Company is SAR 1,200 million (31 December 2024: SAR 1,200 million) divided into 120 million shares (31 December 2024: 120 million shares) of SAR 10 each. | |
Other disclosures about reporting entity [text block] |
Details of the Company’s subsidiaries:
Name of subsidiaries | Country of incorporation and legal status |
Commercial registration dated | Business activity | Effective ownership | Paid up share capital | March 2025 | December 2024 |
Securities Depository Center Company (“Edaa”)
| Kingdom of Saudi Arabia, Closed Saudi Joint Stock Company | 27/11/1437 H (corresponding to 30 August 2016 G) | Depository and registration of securities | 100% | 100% | 400,000,000 | Securities Clearing Center Company (“Muqassa”)
| Kingdom of Saudi Arabia, Closed Saudi Joint Stock Company |
02/06/1439 H (corresponding to 18 February 2018 G) | Clearing services of securities | 100% | 100% | 600,000,000 | Saudi Exchange Company (“Exchange”) | Kingdom of Saudi Arabia, Closed Saudi Joint Stock Company
|
17/08/1442 H (corresponding to 31 March 2021G) | Listing and trading of securities, market information dissemination | 100% | 100% | 600,000,000 | Tadawul Advance Solution Company (“Wamid”)
| Kingdom of Saudi Arabia, Closed Saudi Joint Stock Company |
11/02/1442 H (corresponding to 28 September 2020 G) | Financial technology solutions, innovative capital market solutions for stakeholders | 100% | 100% | 75,000,000 | Tadawul Investment Holding Company (“TIH”) | Kingdom of Saudi Arabia, Limited Liability Company
|
25/07/1445 H (corresponding to 6 February 2024 G) | Holding company for other subsidiaries to be used for planned investments in associates and joint ventures | 100% | 100% | 35,000,000 | Tadawul First Investment Company (“TFIC”) wholly owned by TIH | Kingdom of Saudi Arabia, Limited Liability Company | 8/10/1445 H (corresponding to 17 April 2024) | Investment vehicle for the Group’s investment in GME Limited. | 100% | 100% | 25,000,000 | Direct Financial Network Company (DFN) owned by Wamid
| Kingdom of Saudi Arabia, Saudi Limited Liability Company | 16/09/1426 H (corresponding to 19 October 2005) | Develops financial technology and financial content for stakeholders | 100% | 51% | 500,000 |
DFN has following material subsidiaries that are involved in developing financial technology and financial content for stakeholders:
Name of subsidiaries | Country of incorporation | Effective ownership 2025 | Effective ownership 2024 | Direct Financial Network ME Dubai Multi Commodities Center | United Arab Emirates | 100% | 100% | DFN Technology (Private) Limited | Sri Lanka | 99% | 99% | DFN Technology Pakistan (Private) Limited | Pakistan
| 99%
| 99%
|
GENERAL (CONTINUED)
Details of the Company’s equity accounted investments:
Name of companies | Country of incorporation and legal status |
Commercial registration dated | Business activities | Ownership, direct and effective | Paid up share capital | March 2025 | December 2024 |
Tadawul Real Estate Company (“TREC”) | Kingdom of Saudi Arabia, Limited Liability Company | 22/02/1433 H (corresponding to 17 January 2012 G) | Buying, selling, renting, managing and operating real estate facilities | 33.12% | 33.12% | 1,280,000,000 | Regional Voluntary Carbon Market Company (“RVCMC”) | Kingdom of Saudi Arabia, Limited Liability Company | 28/03/1444 H (corresponding to 24 October 2022 G) | Active market and Auction for Carbon Credits | 20% | 20% | 400,000,000
| Gulf Mercantile Exchange Limited (“GME") formerly called Dubai Mercantile Exchange (DME) | Bermuda, Limited Liability Company | 12/3/1426 H (corresponding to 21 April 2005 G) | Electronic financial market to facilitate trading, clearing and settlement of a range of energy financial instruments | 32.6% | 32.6% | 328,006,200 |
| |
Disclosure of basis of preparation of financial statements [abstract] | | |
Disclosure of statement of compliance [text block] |
These interim condensed consolidated interim financial statements for the period ended 31 March 2025 have been prepared in compliance with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting” as endorsed in the Kingdom of Saudi Arabia, other standards and pronouncements issued by the Saudi Organization for Chartered and Professional Accountants (“SOCPA”) and in compliance with the provisions of the Regulations for Companies in the Kingdom of Saudi Arabia and the by-laws of the Company. The accounting policies in these condensed consolidated interim financial statements are consistent with those in the Group’s annual consolidated financial statements for the year ended 31 December 2024 except for the adoption of new standards and amendments to standards effective 1 January 2025 listed in Note 4.
These condensed consolidated interim financial statements do not include all information and disclosures required for a complete set of financial statements and should be read in conjunction with the Group’s last annual consolidated financial statements for the year ended 31 December 2024. In addition, results for the three-month periods ended 31 March 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025. | |
Disclosure of basis of measurement [text block] |
These condensed consolidated interim financial statements have been prepared on a historical cost basis except for financial assets measured at fair value through profit or loss and put option liabilities. | |
Disclosure of functional and presentation currency [text block] |
These condensed consolidated interim financial statements are presented in Saudi Arabian Riyals (“SAR”), which is the functional and presentational currency of the Group. All amounts have been rounded to the nearest SAR. | |
Disclosure of basis of consolidation of financial statements [text block] |
These condensed consolidated interim financial statements comprise the financial statements of Saudi Tadawul Group Holding Company and its subsidiaries (collectively referred to as “the Group”). Control is achieved when the Group is exposed to or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); exposure, or rights, to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
the contractual arrangement with the other vote holders of the investee; rights arising from other contractual arrangements; and the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the condensed consolidated interim financial statements from the date the Group obtains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the condensed consolidated interim financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group losses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in the consolidated statement of income. Any investment retained is recognised at fair value. | |
Disclosure of critical accounting judgements, estimates and assumptions [abstract] | | |
Disclosure of critical accounting judgements, estimates and assumptions, general [text block] |
In preparing these condensed consolidated interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Group’s last annual consolidated financial statements for the year ended 31 December 2024 except for valuation of derivative of put option liabilities (refer Note 36). | |
Disclosure of new and amended standards and interpretations [text block] |
New standards and amendments issued
Standards and amendments adopted as of 1 January 2025 The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2024, and the adoption of new standards effective as of 1 January 2025. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The International Accounting Standard Board (IASB) has issued following accounting standards, amendments, which were effective from periods on or after January 1, 2025. The management has assessed that the amendments have no significant impact on the Group’s financial statements.
Standards and amendments issued and not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s consolidated financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective and not expected to have material impact on the Group.
Effective for annual financial periods beginning on or after | Standard, amendment or interpretation | Summary of requirements | Effective date deferred indefinitely | Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | Sale or contribution of Assets between an Investor and its Associate or Joint Ventures. | 1 January 2027 | IFRS 18 Presentation and Disclosure in Financial Statements | New requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements (PFS) and the notes. | 1 January 2027 | IFRS 19 - Subsidiaries without Public Accountability: Disclosures | In May 2024, the Board issued IFRS 19 Subsidiaries without Public Accountability: Disclosures (IFRS 19), which allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS accounting standards. | 1 January 2026 | Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments | Clarifies derecognition of financial liabilities on “Settlement date” and settled through electronic payment system before settlement date with certain conditions, clarifies contractual cash flows characteristic linked with environmental, social and governance (ESG) features ,clarifies treatment of non-recourse assets and contractually linked instruments, require additional disclosures financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income. | 1 January 2026 | Annual Improvements to IFRS Accounting Standards | Clarification and amendments relating to various IFRSs under annual improvement program. |
| |
Disclosure of other notes forming part of accounts [abstract] | | |
Disclosure of bank balances and cash [text block] |
CASH AND CASH EQUIVALENTS
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Cash at banks |
| 48,245,816 |
| 69,741,121 | Deposit with SAMA | 13.1 | 16,500,000 |
| 16,500,000 | Time deposits with original maturities equal to or less than three months from the date of acquisition | 13.2 | 127,468,980 |
| 265,942,825 |
|
| 192,214,796 |
| 352,183,946 |
13.1 Commission is earned on deposit with SAMA at the prevailing market rates offered by SAMA with original maturity of less than three months. These funds are not available for use in the operations of the Group.
13.2 These time deposits are placed with financial institutions in the Kingdom of Saudi Arabia with original maturities of less than three months. Commission is also earned on these time deposits as per the prevailing market rates. These time deposits are sharia compliant. | |
Disclosure of short-term deposits [text block] |
|
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Time deposits with original maturities more than three months and less than a year at the date of acquisition |
| 2,024,317,540 |
| 1,234,207,295 |
Commission is also earned on these time deposits as per the prevailing market rates. These time deposits are sharia compliant.
| |
Disclosure of financial assets [text block] |
Investment securities portfolios are summarized as follows:
|
Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Non-current |
|
|
|
| Investments at amortized cost | 8.1 | 201,538,449 |
| 172,392,867 |
|
| 201,538,449 |
| 172,392,867 | Current |
|
|
|
| Investments at amortized cost | 8.1 | 216,786,736 |
| 218,684,858 | Investments at FVTPL | 8.2 | 593,220,009 |
| 983,626,687 |
|
| 810,006,745 |
| 1,202,311,545 |
8.1Investments at amortized cost:
This represents investment in Sukuks issued by counterparties in the Kingdom of Saudi Arabia having sound credit ratings. The Sukuks carry an average commission rate of 4.17% per annum as of 31 March 2025 (2024: 4%).
The details of these investments are as follow:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
| Bank Albilad (Credit rating A3) | 55,904,497 |
| 55,934,646 | Saudi Government Sukuk (2022-03-15 - Credit rating A1) | 61,412,942 |
| 61,985,793 | Saudi Government Sukuk (2020-02-15 - Credit rating A1) | 54,010,720 |
| 54,472,428 | Saudi Government Sukuk (2018-07-07 - Credit rating A1) | 216,703,072 |
| 218,686,018 | ANB AT1 Sukuk Issuance 1 (2025-02-03– Credit Rating A3) | 30,294,500 |
| - | Impairment loss on investments at amortized cost (Note 8.1.1) | (546) |
| (1,160) | Total | 418,325,185 |
| 391,077,725 |
8.1.1 The movement of the expected credit losses on investments held at amortized cost is summarized as follows:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
| Balance as at 1 January | 1,160 |
| 1,652 | (Reversal) / charge for the period / year (Note 28) | (614) |
| (492) | Balance at the end of the period /year | 546 |
| 1,160 |
Below is the break-up of investment at amortized cost:
31 March 2025
Description | Maturity date | Face value | Classification | Bank Albilad SAR Denominated Tier 2 | 15 April 2031 | 55,000,000 | Non-current asset | Saudi Government SAR Sukuk (2022-03-15) | 17 March 2037 | 68,400,000 | Non-current asset | Saudi Government SAR Sukuk (2020-02-15) | 24 February 2035 | 61,561,000 | Non-current asset | Saudi Government SAR Sukuk (2018-07-07) | 25 July 2025 | 219,110,000 | Current asset | ANB AT1 Sukuk Issuance 1 (2025-02-03) | 03 February 2030 | 30,000,000 | Non-current asset |
31 December 2024
Description | Maturity date | Face value | Classification | Bank Albilad SAR Denominated Tier 2 | 15 April 2031 | 55,000,000 | Non-current asset | Saudi Government SAR Sukuk (2022-03-15) | 17 March 2037 | 68,400,000 | Non-current asset | Saudi Government SAR Sukuk (2020-02-15) | 24 February 2035 | 61,561,000 | Non-current asset | Saudi Government SAR Sukuk (2018-07-07) | 25 July 2025 | 219,110,000 | Current asset |
8.2Investments at fair value through profit or loss (“FVTPL”)
This represents investments in units of mutual funds registered in the Kingdom of Saudi Arabia. The cost and fair value of investments held at FVTPL are as follows:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
| Cost |
| Fair value |
| Cost |
| Fair value | Money market funds | 550,211,603 |
| 593,220,009 |
| 934,975,047 |
| 983,626,687 | Total | 550,211,603 |
| 593,220,009 |
| 934,975,047 |
| 983,626,687 |
| |
Disclosure of trade account receivables [text block] |
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Trade receivables |
|
|
|
| - Related parties | 33.2 | 54,317,220 |
| 22,026,854 | - Others |
| 125,782,254 |
| 102,391,963 | Sub-total | 35.3 | 180,099,474 |
| 124,418,817 | Less: allowance for expected credit losses | 9.1 | (27,399,338) |
| (25,507,114) | Total |
| 152,700,136 |
| 98,911,703 |
Receivable balances are non-commission bearing and have payment terms ranging from immediate to thirty days.
9.1 The movement in the allowance for expected credit losses is summarized as follows:
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Balance as at 1 January |
| 25,507,114 |
| 42,366,363 | Arbitration ruling |
| - |
| (20,275,820) | Charge for the period / year | 28 | 1,892,224 |
| 3,416,571 | Balance at end of the period / year | 35.3 | 27,399,338 |
| 25,507,114 |
| |
Disclosure of prepayments [text block] |
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Advance against purchase of property | 10.1 | 77,500,000 |
| 77,500,000 | Prepaid insurance expenses |
| 8,534,303 |
| 9,270,844 | Advances to vendor |
| 21,638,779 |
| 20,893,732 | Value added tax (VAT), net |
| - |
| 11,122,442 | Receivable from ZATCA | 10.2 | 14,526,589 |
| 14,526,589 | Accrued operational revenue |
| 10,028,118 |
| 10,832,124 | Advance to employees |
| 5,293,937 |
| 7,104,899 | Security deposit |
| 4,493,760 |
| 4,493,760 | Other receivables | 10.3 | 844,246 |
| 6,395,763 | Total |
| 142,859,732 |
| 162,140,153 |
10.1 This represents an advance paid to Saudi Central Bank (SAMA) as partial payment for purchasing part of a property in King Abdullah Financial District, Riyadh, kingdom of Saudi Arabia.
10.2Receivable from ZATCA relates to Zakat paid on eligible investments as per the ministerial resolution 2218 dated 7/07/1440H (corresponding to 14/03/2019) in Government sukuks. The Group has filed the refund claim for amount settled in 2023 and awaits its settlement.
10.3 Other receivable balances are non-commission bearing and have payment terms ranging from immediate to ninety days | |
Disclosure of other current assets [text block] |
CLEARING PARTICIPANT FINANCIAL ASSETS
Financial assets at amortised cost: | Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Deposits with SAMA | 11.1 | 632,020,618 |
| 1,010,696,139 | Investment in SAMA Bills | 11.2 | 3,795,645,527 |
| 3,398,627,370 |
|
| 4,427,666,145 |
| 4,409,323,509 |
11.1 Deposits with SAMA: This represents cash collateral received from clearing participants in the form of initial margin, variation margin and default funds for the equity and derivatives markets. Commission is earned on such deposits at the prevailing market rates offered by SAMA and clearing members’ share of the commission earned is added to their collateral accounts. These funds are not available for use in the operations of the Group.
|
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Deposits with SAMA - relating to Equities markets |
| 572,879,999 |
| 942,834,576 | Deposits with SAMA - relating to Derivatives markets |
| 59,140,619 |
| 67,861,563 |
|
| 632,020,618 |
| 1,010,696,139 |
11.2 Investment in SAMA Bills:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Investment in SAMA Bills | 11.2.1 | 3,795,645,527 |
| 3,398,627,370 |
11.2.1 These represent investment in SAMA Bills from deposits received from clearing participants in the form of initial margin, variation margin and default funds for the equity and derivatives markets. Commission is earned on such Bills at the prevailing market rates offered by SAMA and clearing members’ share of the commission earned is added to their collateral accounts. These funds are not available for use in the operations of the Group.
As of each reporting date, all deposits with SAMA and SAMA Bills are assessed to have low credit risk as these are placed / issued by Government sovereign financial institutions and there has been no history of default with any of the Group’s deposit and investments in bills. Therefore, the probability of default based on forward looking factors and any loss given defaults are considered to be negligible. | |
Disclosure of investment in joint ventures and associates [text block] |
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Investment in Tadawul Real Estate Company (“TREC “) | 6.1 | 347,987,518 |
| 346,012,633 | Investment in Regional Voluntary Carbon Company (“RVCMC”) | 6.2 | 48,254,736 |
| 53,781,083 | Investment in Gulf Mercantile Exchange Limited (“GME”) | 6.3 | 150,843,344 |
| 151,459,609 | Total |
| 547,085,598 |
| 551,253,325 |
6.1 Investment in TREC
This represents the Group’s share of investment in TREC, a company incorporated in the Kingdom of Saudi Arabia. As at 31 March 2025, the Group owns 33.12% (31 December 2024: 33.12%) of the share capital of TREC. The main activities of this associate is to develop a commercial office tower in King Abdullah Financial District, Riyadh, where the Group will be headquartered. The Group has recognized its share of loss for the three-month period ended 31 March 2025, based on available draft of TREC financial statements at the time of issuance of the Group’s consolidated interim financial statement.
The movement in carrying value of investment is as follows:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Balance as at 1 January |
| 346,012,633 |
| 359,701,941 | Share of results, (adjusted by equity accounting elimination) | 33.1 | 1,974,885 |
| (13,689,308) | Balance at end of the period / year |
| 347,987,518 |
| 346,012,633 |
The following table summarizes the financial information of the associate as included in the management accounts:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Summarized statement of financial position |
|
|
| Total current assets | 210,913,454 |
| 191,153,617 | Total non-current assets | 2,269,493,115 |
| 2,280,165,052 | Total current liabilities | 162,215,537 |
| 1,352,977,117 | Total non-current liabilities | 1,204,648,270 |
| 14,615,637 | Net assets (100%) | 1,113,542,762 |
| 1,103,725,915 | Group’s share in equity – 33.12% | 368,805,363 |
| 365,554,023 | Cumulative equity accounting adjustments | (20,817,845) |
| (19,541,390) | Group’s carrying amount of the investment | 347,987,518 |
| 346,012,633 |
| For the three-month period ended 31 March 2025 (Unaudited) |
| For the year ended 31 December 2024 (Audited) | Summarized statement of profit or loss and other comprehensive income |
|
|
| Total revenue | 53,567,284 |
| 216,792,211 | Net profit / (loss) and total comprehensive loss for the period / year | 9,816,848 |
| (8,195,094) |
6.2 Investment in RVCMC
This represents the Group’s share of investment in RVCMC, a company incorporated in the Kingdom of Saudi Arabia on 25 October 2022. The main activities of this associate include offering guidance and resourcing to support businesses and industries in the region as they play their part in the global transition to net zero, ensuring that carbon credit purchases go above and beyond meaningful emission reductions in value chains. The RVCMC’s capital amounts to SAR 500 million (paid up capital of SAR 2025:400 million ,2024; SAR 400 million), where PIF holds 80% stake and the Company holds 20% stake. RVCMC is headquartered in Riyadh, Kingdom of Saudi Arabia.
The Group has recognized its share of loss for the three-month period ended 31 March 2025, based on available draft of RVCM financial statements at the time of issuance of the Group’s consolidated interim financial statement.
The movement in carrying value of investment is as follows:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 53,781,083 |
| 23,837,805 | Investment made during the period / year |
| - |
| 45,000,000 | Share of results | 33.1 | (5,526,347) |
| (15,056,722) | Balance at end of the period / year |
| 48,254,736 |
| 53,781,083 |
The following table summarizes the financial information of the associate as included in the management accounts:
|
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Summarized statement of financial position |
|
|
|
| Total assets |
| 342,029,321 |
| 390,930,854 | Total liabilities |
| 100,755,641 |
| 122,025,441 | Net assets (100%) |
| 241,273,680 |
| 268,905,413 | Group’s share in equity – 20% |
| 48,254,736 |
| 53,781,083 |
| For the three-month period ended 31 March 2025 (Unaudited) |
| For the year ended 31 December 2024 (Audited) | Summarized statement of profit or loss and other comprehensive income |
|
|
| Total revenue | 683,991 |
| 105,596,535 | Net loss and total comprehensive loss for the period / year | (14,795,622) |
| (69,481,183) |
6.3 Investment in GME
This represents the Group investment in GME, a company incorporated in Bermuda on 21 April 2005. The main activities of this joint venture includes providing an electronic financial market to facilitate trading, clearing and settlement of a range of energy financial instruments. It also provides a set of ancillary services similar to those of other financial exchanges to help promote the market’s development. The GME’s paid up capital of SAR 328 million where the Company holds 32.6% stake and majorly owned by New York Mercantile Exchange Inc. (NYMEX), a corporation incorporated in Delaware, United States of America; Eagle Commodities Limited, a limited liability company incorporated in Jersey and Tatweer Dubai LLC, a limited liability Company incorporated in Dubai, United Arab Emirates. GME is headquartered in Bermuda.
The Group has recognized its share of results for the period ended 31 March 2025 from the acquisition date as mentioned above based on available draft of GME’s financial statements at the time of issuance of the Group’s consolidated interim financial statement.
The movement in carrying value of investment is as follows:
| Notes | 31 March 2025 (Unaudited) |
| From 26 June to 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 151,459,609 |
| - | Investment made on 26 June 2024 |
| - |
| 106,887,391 | Derivative liability | 17 | - |
| 45,549,626 | Share of results (adjusted by amortization of identified intangible assets at acquisition) | 33.1 | (616,265) |
| (977,408) | Balance at end of the period / year |
| 150,843,344 |
| 151,459,609 |
The following table summarizes the financial information of GME as included in the management accounts:
|
| 31 March 2025 (Unaudited) |
| From 26 June to 31 December 2024 (Audited) | Summarized statement of financial position |
|
|
|
| Total assets including newly identified intangible assets |
| 167,725,885 |
| 169,616,269 | Total liabilities |
| 5,713,864 |
| 5,713,864 | Net assets (100%) |
| 162,012,021 |
| 163,902,405 | Group’s share in equity – 32.6% |
| 53,432,184 |
| 53,432,184 | Derivative liability |
| 45,549,626 |
| 45,549,626 | Goodwill |
| 52,477,799 |
| 52,477,799 | Group’s carrying amount of the investment |
| 150,843,344 |
| 151,459,609 |
| For the three-month period ended 31 March 2025 (Unaudited) |
| From 26 June to 31 December 2024 (Audited) | Summarized statement of profit or loss and other comprehensive income |
|
|
| Total revenue | 6,597,728 |
| 13,549,010 | Net profit for the period / year | 847,114 |
| 2,476,816 |
| |
Disclosures of goodwill [text block] |
Intangible assets, net, comprise of the following components as of period / year end:
| Note | 31 March 2024 (Unaudited) |
| 31 December 2024 (Audited) | Software |
| 245,693,986 |
| 238,835,309 | Capital work-in-progress (CWIP) - Software |
| 72,806,803 |
| 75,213,656 | Brand |
| 10,982,245 |
| 11,229,547 | Customer relationship |
| 30,769,046 |
| 31,288,721 | Goodwill | 5.1 | 65,517,363 |
| 65,517,363 | Total |
| 425,769,443 |
| 422,084,596 |
5.1 The Group performs its annual impairment test in 31 December and when circumstances indicate that the carrying value of goodwill may be impaired. The Group’s impairment test for goodwill was based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the cash generating units were disclosed in the last annual consolidated financial statements for the year ended 31 December 2024. During the period, the management has not identified any impairment indicators with respect to CGU to which goodwill is associated. | |
Disclosure of assets subject to finance lease [text block] |
RIGHT-OF-USE ASSETS
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 169,012,940 |
| 217,360,938 | Additions | 14 | - |
| 1,688,562 | Depreciation for the period / year | 7.1 | (11,356,784) |
| (50,036,560) | Balance at the end of period / year |
| 157,656,156 |
| 169,012,940 |
7.1 Depreciation is allocated as follows:
| Note | For the three-month period ended 31 March 2025 (Unaudited) |
| For the year ended 31 December 2024 (Audited) |
|
|
|
|
| Operating costs |
| 503,795 |
| 4,185,839 | General and administrative expenses |
| 2,945,253 |
| 2,961,313 | Cost directly attributable to capital work-in-progress under property and equipment | 7.2 | 7,907,736 |
| 42,889,408 | Total |
| 11,356,784 |
| 50,036,560 |
7.2On 1 March 2023, the Group signed a lease agreement for its new head quarter with TREC (an associate company). Initial lease term is for five years and is renewable subject to terms and conditions of the agreement. The Group is performing fit-out works at the office premises to bring it to condition for its intended use. Consequently, the depreciation and finance cost are considered by the Group as cost directly attributable in bringing the office premises in condition necessary to be capable of operating in the manner as intended by Group’s management. A portion of the office premises is deemed to be ready for use while for remaining portion, these cost are capitalized and recorded as capital work-in-progress under property and equipment. | |
Disclosure of intangible assets [text block] |
Intangible assets, net, comprise of the following components as of period / year end:
| Note | 31 March 2024 (Unaudited) |
| 31 December 2024 (Audited) | Software |
| 245,693,986 |
| 238,835,309 | Capital work-in-progress (CWIP) - Software |
| 72,806,803 |
| 75,213,656 | Brand |
| 10,982,245 |
| 11,229,547 | Customer relationship |
| 30,769,046 |
| 31,288,721 | Goodwill | 5.1 | 65,517,363 |
| 65,517,363 | Total |
| 425,769,443 |
| 422,084,596 |
5.1 The Group performs its annual impairment test in 31 December and when circumstances indicate that the carrying value of goodwill may be impaired. The Group’s impairment test for goodwill was based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the cash generating units were disclosed in the last annual consolidated financial statements for the year ended 31 December 2024. During the period, the management has not identified any impairment indicators with respect to CGU to which goodwill is associated. | |
Disclosure of trade account payable [text block] |
|
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Trade payables: |
|
|
|
|
| | Current |
| 60,035,912 |
| 25,855,681 | | Current | 33.2 | 26,141,203 |
| 26,569,615 | |
|
| 86,177,115 |
| 52,425,296 | Purchase consideration payable for acquisition | Non - Current |
| 35,915,188 |
| - | Total |
|
| 122,092,303 |
| 52,425,296 |
Payables are non-commission bearing and are settled on terms ranging from immediate to sixty days. | |
Disclosure of accrued expenses [text block] |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Accrued employee expenses |
| 86,130,605 |
| 169,447,394 | Payable for General Organization for Social Insurance |
| 2,835,617 |
| 2,623,882 | Value added tax (VAT), net |
| 6,425,650 |
| - | Board of Directors remuneration payable | 33.2 | 7,116,813 |
| 12,913,028 | Accrued supplier expenses: |
|
|
|
| | 33.2 | 5,925,192 |
| 5,655,158 | |
| 143,653,815 |
| 161,579,659 | Total |
| 252,087,692 |
| 352,219,121 |
Other payables and statutory dues are non-commission bearing and are settled on terms ranging from immediate to sixty days. | |
Disclosure of zakat [text block] |
Zakat is assessed at 2.5% of the Zakat base based on the lunar year which will be adjusted for the Gregorian fiscal year. The key elements of zakat base primarily include equity components, provisions, net adjustments to the income, in addition to liabilities as adjusted for zakat purposes reduced by non-current assets.
The movements in zakat provision are as follows:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
| Balance as at 1 January | 65,748,761 |
| 64,221,598 | Provision for Zakat for the period / year |
|
|
| | 18,111,580 |
| 59,861,129 | | - |
| (27,753) | Zakat expense for the period / year | 18,111,580 |
| 59,833,376 | | - |
| 5,887,632 |
| 18,111,580 |
| 65,721,008 | Zakat paid during the period / year | - |
| (64,193,845) | Balance at end of the period / year | 83,860,341 |
| 65,748,761 |
The Group has already filed and paid its consolidated Zakat return for the Company and its wholly owned subsidiaries with ZATCA for years 2020 till 2023. The Group is subject to Zakat in accordance with the Zakat regulations. The Company has received final assessments from ZATCA for the year 2021 and 2022 with no additional zakat liability. The zakat returns for years 2020 and 2023 are still under review by ZATCA. | |
Disclosure of deferred revenue [text block] |
|
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 56,787,408 |
| 42,775,929 | Invoiced during the period / year |
| 241,542,016 |
| 325,349,409 | Recognised as revenue during the period / year |
| (92,741,798) |
| (311,337,930) | Balance at end of the period / year |
| 205,587,626 |
| 56,787,408 |
|
|
|
|
| Non-current |
| 12,116,244 |
| 12,682,832 | Current |
| 193,471,382 |
| 44,104,576 | Total |
| 205,587,626 |
| 56,787,408 |
Deferred revenue includes balances pertaining to related parties amounting to SAR 22,842,275 (31 December 2024: SAR 4,852,761) (Note 33.2).
| |
Disclosure of dividends [text block] |
DIVIDENDS
On 27 February 2025, the Board of Directors of the Company recommended dividends to the shareholders for the fiscal year ended 31 December 2024 with a total amount of SAR 402,000,000, equivalent to SAR 3.35 per share representing 33.5% of the share par value subject to the approval of the shareholders in the General Assembly of the Company.
The Board of Directors of the Company in their meeting on 9 March 2024 recommended to the General Assembly which approved the distribution of dividends on 25 April 2024 to the shareholders for the fiscal year ended 31 December 2023 with a total amount of SAR 276 million, equivalent to SAR 2.30 per share representing 23% of the share par value. | |
Disclosure of other current liabilities [text block] |
BALANCE DUE TO CAPITAL MARKET AUTHORITY (CMA)
The Group acts as a collection agent on behalf of CMA where their trading commission share is collected and transferred to them on an agreed mechanism. Such portion is not recognized as Group’s revenue. Also includes unpaid CMA fees balance.
CLEARING PARTICIPANT FINANCIAL LIABILITIES
Financial liabilities at amortised cost: | Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Collateral from clearing members | 19.1 | 4,392,829,084 |
| 4,374,408,370 | Members' contribution to clearing house funds | 19.2 | 7,817,741 |
| 7,817,741 |
|
| 4,400,646,825 |
| 4,382,226,111 |
19.1 The deposits from clearing participants represents amounts received from clearing participants as collateral in lieu of initial margin, variation margin and default funds for the equity and derivatives markets. These deposits are subject to commission, a portion of which is shared and included in the clearing participant financial assets.
19.2 This represents a prefunded default arrangement that is composed of assets contributed by clearing members that may be used by the Group in certain circumstances to cover the losses or liquidity pressure resulting from participant defaults. | |
Disclosure of debt securities, term loans, borrowings, sukuks and murabahas [text block] |
BORROWINGS
The balances, commission rate and repayment terms are as follows:
| Borrower | Maturity | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | NON – CURRENT |
|
|
|
|
| Islamic financing (18.1) | Saudi Tadawul Group Holding Company | 2028 | 354,404,167 |
| 137,566,667 | Islamic financing (18.2) | DFN | 2026 | - |
| 12,500,000 |
|
|
| 354,404,167 |
| 150,066,667 |
|
|
|
|
|
| CURRENT |
|
|
|
|
| Islamic financing (18.1) | Saudi Tadawul Group Holding Company | Current portion | 105,154,304 |
| 39,616,215 | Islamic financing (18.2) | DFN | Current portion | 12,097,144 |
| 2,199,586 |
|
|
| 117,251,448 |
| 41,815,801 |
The Company has obtained Islamic Sharia-compliant banking facilities for 5 years with quarterly repayments from a local bank amounting to SAR 500 million at commission rate of SIBOR 3 month plus a margin.
18.2 The Group through its subsidiary (DFN) obtained Al-Tawarroq financing from a local bank at a commission rate of SAIBOR plus a margin which is repayable between 2025. DFN also has certain Islamic financings from financing companies at commission rate ranging from 6.59% to 14% per annum (2024: 6.59% to 14% per annum) which is repayable in installments in 2025. These financing facilities were secured against a mix of promissory notes, corporate guarantees from the related parties and related parties’ real estate properties. | |
Disclosure of employees' terminal benefits [text block] |
EMPLOYEES’ END-OF-SERVICE BENEFITS
The movement in employees’ end-of-service benefits is as follows:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 101,309,489 |
| 98,708,089 | Current service cost |
| 2,975,132 |
| 10,264,530 | Finance cost | 30 | 1,268,892 |
| 4,521,655 | Amount recognised in profit or loss |
| 4,244,024 |
| 14,786,185 | Re-measurement loss recognized in other comprehensive income |
| 1,427,676 |
| (1,328,072) | Benefits paid during the period / year |
| (1,923,739) |
| (10,856,713) | Balance at end of the period / year |
| 105,057,450 |
| 101,309,489 |
| |
Disclosure of long term accounts payable [text block] |
|
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Trade payables: |
|
|
|
|
| | Current |
| 60,035,912 |
| 25,855,681 | | Current | 33.2 | 26,141,203 |
| 26,569,615 | |
|
| 86,177,115 |
| 52,425,296 | Purchase consideration payable for acquisition | Non - Current |
| 35,915,188 |
| - | Total |
|
| 122,092,303 |
| 52,425,296 |
Payables are non-commission bearing and are settled on terms ranging from immediate to sixty days. | |
Disclosure of other non-current liabilities [text block] |
LEASE LIABILITIES
This represents amount of lease liabilities for the rented offices of the Group. Set out below are carrying amount of lease liabilities and the movements during the period / year:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 157,036,974 |
| 202,256,755 | Additions |
| - |
| 1,688,562 | Finance cost | 14.1 | 2,248,907 |
| 11,518,116 | Payment |
| - |
| (58,426,459) | Balance at the end of period / year |
| 159,285,881 |
| 157,036,974 |
Non-current |
| 110,482,604 |
| 108,233,697 | Current |
| 48,803,277 |
| 48,803,277 | Total |
| 159,285,881 |
| 157,036,974 |
14.1 Finance cost is allocated as follows:
| Notes | For the three-month period ended 31 March 2025 (Unaudited) |
| For the year ended 31 December 2024 (Audited) |
Finance cost directly capitalized in capital work-in-progress under property and equipment |
7.2 | 1,658,569 |
| 11,518,116 | Finance cost expense | 30 | 590,338 |
| - | Total |
| 2,248,907 |
| 11,518,116 |
NON-CONTROLLING INTEREST PUT OPTION
The Group, through its subsidiary Wamid, acquired 51% of issued share capital of the DFN carrying full voting rights on 7 May 2023. The shareholders’ agreement and put option agreement grants non-controlling interest equity holders in DFN an irrevocable and unconditional right to exercise their put options in respect of the non-controlling interest held in DFN (49% of issued share capital) for cash consideration of SAR 220.5 million by issuing a put notice.
Subsequently , on 3 February 2025, these non-controlling put options were cancelled as remaining 49% of DFN shares were acquired by the Group (refer note 1 for details).
The movement in the financial liability during the period / year is as follows:
|
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 187,332,006 |
| 175,363,779 | Change in non-controlling interest put option liability |
| 1,050,825 |
| 11,968,227 | Cancellation of non-controlling interest put options |
| (188,382,831) |
|
| Balance at the end of the period / year |
| - |
| 187,332,006 |
DERIVATIVE LIABILITY
The Group, through its subsidiary TIH, acquired 32.6% of issued share capital of GME on 26 June 2024. The shareholders’ agreement grants certain existing equity holders in GME an irrevocable and unconditional right to exercise their put options in respect of their interest held in GME (a total of 59.8% of issued share capital among three parties) for the fair value of their respective share by issuing a put notice within the put option exercise period. The share of the respective shareholders post the acquisition and their respective exercise periods are as follows:
Party | Shareholding | Exercise period | New York Mercantile Exchange (“NYMEX”) | 32.6% | Between 4th and 10th anniversary of the transaction date | Eagle Commodities Limited (“ECL”) | 23.1% | Between 10th and 15th anniversary of the transaction date | Tatweer Dubai LLC (“Tatweer”) | 4.1% | Between 4th and 10th anniversary of the transaction date |
The Group recognized the aforementioned put option liabilities and recorded these at fair value amounting to SAR 45.5 million against an addition to the value of the investment in GME. At each reporting date, the change in the fair value of the non-current liabilities resulting from the put options is recognized in profit or loss.
The Group also entered into a call option agreement which provides the Group right to purchase additional 18.4% shareholding in GME from its existing other shareholders at fair value in between 4th anniversary to 10th anniversary which has no value at reporting date.
The movement in the put options derivative liability during the period / year is as follows:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 44,074,800 |
| - | Put options issued on 26 June 2024 | 6.3 | - |
| 45,549,626 | Change in fair value during the period / year |
| 1,928,003 |
| (1,474,826) | Balance at the end of the period / year |
| 46,002,803 |
| 44,074,800 |
| |
Disclosure of non-controlling interests [text block] |
The Group, through its subsidiary Wamid, acquired 51% of issued share capital of the DFN carrying full voting rights on 7 May 2023. The shareholders’ agreement and put option agreement grants non-controlling interest equity holders in DFN an irrevocable and unconditional right to exercise their put options in respect of the non-controlling interest held in DFN (49% of issued share capital) for cash consideration of SAR 220.5 million by issuing a put notice.
Subsequently , on 3 February 2025, these non-controlling put options were cancelled as remaining 49% of DFN shares were acquired by the Group (refer note 1 for details).
The movement in the financial liability during the period / year is as follows:
|
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 187,332,006 |
| 175,363,779 | Change in non-controlling interest put option liability |
| 1,050,825 |
| 11,968,227 | Cancellation of non-controlling interest put options |
| (188,382,831) |
|
| Balance at the end of the period / year |
| - |
| 187,332,006 |
| |
Disclosure of sales [text block] |
|
| For the three-month period ended 31 March |
|
| 2025 (Unaudited) |
| 2024 (Unaudited) | Revenue recognized over-time |
|
|
|
|
|
|
|
|
| Post trade services |
| 50,091,192 |
| 46,285,783 | Data and technology services |
| 58,140,326 |
| 47,016,346 | Listing services |
| 26,333,023 |
| 23,129,510 | Membership fees |
| 2,485,670 |
| 1,330,575 | Derivatives services |
| 216,355 |
| 473,029 | Commission income on SAMA Bills, net |
| 23,260,399 |
| 19,527,228 | Commission income on SAMA deposits, net |
| 1,377,692 |
| 2,018,827 |
|
| 161,904,657 |
| 139,781,298 | Revenue recognized at point-in-time |
|
|
|
|
|
|
|
|
| Post trade services |
| 93,155,112 |
| 138,665,643 | Trading services |
| 66,647,276 |
| 105,028,210 | Data and technology services |
| 45,450 |
| 20,251 | Listing services |
| 6,411,430 |
| 4,099,000 | Derivatives services |
| 2,969 |
| 2,843 | Membership fees |
| 72,900 |
| 28,500 |
|
| 166,335,137 |
| 247,844,447 | Revenue from contracts with customers |
| 328,239,794 |
| 387,625,745 |
The Group acts as a collection agent on behalf of CMA where their trading commission share is collected and transferred to them on an agreed mechanism. Such portion is not recognized as Group’s revenue. | |
Disclosure of cost of sales [text block] |
| Note | For the three-month period ended 31 March |
|
| 2025 (Unaudited) |
| 2024 (Unaudited) | Salaries and related benefits |
| 56,647,050 |
| 56,619,742 | CMA fees | 26.1 | 32,500,000 |
| 32,500,000 | Technology and network |
| 27,194,915 |
| 20,147,116 | Depreciation and amortization |
| 16,335,782 |
| 14,225,581 | Accommodation and utilities |
| 2,273,950 |
| 1,325,082 | Consultancy |
| 268,840 |
| 60,446 | Others |
| 680,540 |
| 1,003,157 | Total |
| 135,901,077 |
| 125,881,124 |
26.1 This represents fees payable to the CMA in accordance with the details of the Market Institutions Deputy letter no. (17/268/6) dated 18 January 2017 which includes notification of CMA Board resolution, in addition to CMA Board resolution no. (3-2-2019) dated 7 January 2019. | |
Disclosure of general and administrative expenses [text block] |
|
|
| For the three-month period ended 31 March |
|
|
| 2025 (Unaudited) |
| 2024 (Unaudited) | Salaries and related benefits |
|
| 55,753,219 |
| 50,063,814 | Marketing and public relations |
|
| 4,820,800 |
| 5,059,409 | Technology and network |
|
| 5,531,919 |
| 4,839,732 | Consultancy |
|
| 3,614,394 |
| 821,075 | Depreciation and amortization |
|
| 5,911,189 |
| 3,393,680 | Board of Directors' remuneration |
|
| 3,381,257 |
| 2,505,000 | Accommodation and utilities |
|
| 2,129,031 |
| 1,934,603 | Others |
|
| 1,715,923 |
| 1,254,654 | Total |
|
| 82,857,732 |
| 69,871,967 |
| |
Disclosure of other operating expenses [text block] |
| Notes |
| For the three-month period ended 31 March |
|
|
| 2025 (Unaudited) |
| 2024 (Unaudited) | Reversal on investments at amortised cost | 8.1 |
| (614) |
| (580) | Allowance / (reversal) on accounts receivable | 9.1 |
| 1,892,224 |
| (401,743) | Total |
|
| 1,891,610 |
| (402,323) |
| |
Disclosure of other income, net [text block] |
INVESTMENT INCOME
|
| For the three-month period ended 31 March |
|
| 2025 (Unaudited) |
| 2024 (Unaudited) | Commission income on time deposits |
| 31,294,368 |
| 18,285,762 | Commission income on investments at amortised cost |
| 4,278,247 |
| 4,109,379 | Realised gain on sale investments, net |
| 1,401,573 |
| 198,396 | Unrealised gain on investments, net |
| 4,933,859 |
| 11,485,573 | Dividend income |
| 738,450 |
| 100,965 | Total |
| 42,646,497 |
| 34,180,075 |
| |
Disclosure of other expenses, net [text block] |
FINANCE COSTS
|
|
| For the three-month period ended 31 March |
| Notes |
| 2025 (Unaudited) |
| 2024 (Unaudited) | Finance cost on borrowings |
|
| 6,196,910 |
| 39,107 | Finance cost on employees’ end-of-service benefits liabilities | 15 |
| 1,268,892 |
| 1,079,791 | Finance cost on lease liabilities | 14 |
| 590,338 |
| 12,829 | Finance cost on purchase consideration payable |
|
| 349,989 |
| - | Total |
|
| 8,406,129 |
| 1,131,727 |
| |
Disclosure of earnings per share [text block] |
Basic and diluted earnings per share is computed by dividing profit attributable to the ordinary shareholders of the parent company by the weighted average outstanding number of shares for the period ended 31 March 2025, totaling 120 million shares (31 March 2024: 120 million shares).
|
| For the three-month period ended 31 March |
|
| 2025 (Unaudited) |
| 2024 (Unaudited) | Profit for the period |
| 120,508,206 |
| 201,521,652 | Weighted average outstanding number of shares |
| 120,000,000 |
| 120,000,000 | Earnings per share |
| 1.00 |
| 1.68 |
| |
Disclosure of leases [text block] |
This represents amount of lease liabilities for the rented offices of the Group. Set out below are carrying amount of lease liabilities and the movements during the period / year:
| Note | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
|
| Balance as at 1 January |
| 157,036,974 |
| 202,256,755 | Additions |
| - |
| 1,688,562 | Finance cost | 14.1 | 2,248,907 |
| 11,518,116 | Payment |
| - |
| (58,426,459) | Balance at the end of period / year |
| 159,285,881 |
| 157,036,974 |
Non-current |
| 110,482,604 |
| 108,233,697 | Current |
| 48,803,277 |
| 48,803,277 | Total |
| 159,285,881 |
| 157,036,974 |
14.1 Finance cost is allocated as follows:
| Notes | For the three-month period ended 31 March 2025 (Unaudited) |
| For the year ended 31 December 2024 (Audited) |
Finance cost directly capitalized in capital work-in-progress under property and equipment |
7.2 | 1,658,569 |
| 11,518,116 | Finance cost expense | 30 | 590,338 |
| - | Total |
| 2,248,907 |
| 11,518,116 |
| |
Disclosure of related party transactions [text block] |
TRANSACTIONS WITH RELATED PARTIES
During the ordinary course of business, the Company enters into transaction with its related parties. These related parties include: Ultimate controlling party – PIF as explained in Note 1; Other related parties that include entities which have either common directors with the Company’s Board of Directors (BOD) and / or owned by Parent and / or have common directors with the BOD of Parent; Equity accounted companies, refer Note 1.2 for details; and Key Management that includes the Company’s BOD and key executives
33.1 Following are the total amount of transactions that have been entered into during the period / year with the related parties:
|
| For the three-month period ended 31 March |
| Notes | 2025 (Unaudited) |
| 2024 (Unaudited) | PIF
|
|
|
|
| Operating revenue from services rendered |
| 2,465,805 |
| 1,380,000 | Other related parties
|
|
|
|
| Operating revenue from services rendered |
| 103,373,403 |
| 112,237,108 | Commission income |
| 750,000 |
| 3,584,110 | Purchase of services (internet, utilities and others) |
| 11,572,302 |
| 2,299,246 | Equity accounted investments
|
|
|
|
| TREC – Share of results
| 6.1 | 1,974,885 |
| (2,890,367) | Depreciation on right-of-use assets
|
| 10,722,354 |
| 10,722,352 | Finance cost on lease liabilities
|
| 2,248,907 |
| 2,883,295 | RVCMC – Share of results
| 6.2 | (5,526,347) |
| (2,644,303) | GME – Share of results
| 6.3 | (616,265) |
| - | Key management personnel compensation
|
|
|
|
| Salaries and other short-term benefits |
| 6,553,398 |
| 7,763,473 | Post-employment benefits |
| 401,644 |
| 463,338 | Board of Directors’ remuneration | 27 | 3,381,257 |
| 2,505,000 |
Operating revenue from services rendered by the Group to the related parties included services of post trade, trading, listing, data and technology services, derivative and membership at agreed terms.
33.2 Following are the outstanding balances arising from related party transactions:
| Notes | 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | PIF
|
|
|
|
| Accounts receivable
| 9 | 2,659,579 |
| 60,579 | Deferred revenue | 22 | 4,230,000 |
| 4,185,000 | Other related parties
|
|
|
|
| Investments held at FVTPL | 8.2 | - |
| 185,396,324 | Accounts receivables | 9 | 51,657,641 |
| 21,782,858 | Less: ECL allowance | 9.1 | (687,705) |
| (161,725) | Accounts receivable, net |
| 50,969,936 |
| 21,621,133 | Accounts payable, deferred revenue and accrued expenses | 20,22,23 | 54,908,670 |
| 37,077,534 | Cash and cash equivalents | 13 | 15,327,129 |
| 77,306,930 | Clearing participant financial liabilities | 19 | 401,522,544 |
| 583,168,812 | Equity accounted investments
|
|
|
|
| Accounts receivable - Tadawul Real Estate Company | 9 | - |
| 183,417 | Key management personnel
|
|
|
|
| Board of Directors remuneration payable | 23 | 7,116,813 |
| 12,913,028 |
Outstanding balances at period / year end arise in normal course of business. These balances are unsecured, commission free and are recoverable / payable on terms ranging from immediate to thirty days. | |
Disclosure of segments reporting [text block] |
SEGMENT INFORMATION
The Group operates solely in the Kingdom of Saudi Arabia. For management purposes, the Group is organized into business segments based on services provided. The reportable segments of the Group are:
Capital markets The activities of this segment include trading commission for securities and derivative markets, admission fees from initial listing and further capital raises, annual fees charged for securities traded on the Group’s markets and fees from secondary market services.
Post-trade The activities of this segment include registration of investment portfolios in the filing and settlement system, register and file its ownership, transfer, settlement, clearing and safekeeping its ownership, registering any restriction of ownership on the file securities, and associate with members of the market and settlement agents to filing and settlement system. Furthermore, linking and managing records of securities issuers, organizing general assemblies for issuers including remote voting service for such assemblies, providing reports, notifications and information in addition to providing any other service relating to its activities according to financial market regulations.
Data and technology services The activities of this segment are to grow the business of Data and Technology Services which includes offering high-quality real-time trading data, reference data, market indices, financial information to the financial community, financial technology solutions, research & development in the field of engineering & technology and innovative capital market solutions for stakeholders. In addition, this segment also develops financial technology and financial content for stakeholders to utilize as data and technology services.
Corporate Corporate manages future corporate development and controls all treasury related functions. This also includes managing strategy for business development including mergers and acquisitions, legal, finance, zakat and taxation, operations, information technology, human resources and customer relations management.
34.1Financial information relating to operating segments:
31 March 2025 (Unaudited) | Capital markets | Data and technology services | Post- trade | Corporate | Total |
|
|
|
|
|
| Segment revenue | 101,643,127 | 58,185,776 | 168,410,891 | - | 328,239,794 | Segment costs excluding depreciation and amortization | (45,583,224) | (36,502,377) | (93,330,778) | (22,987,069) | (198,403,448) | Depreciation and amortization | (2,609,677) | (4,531,831) | (5,008,217) | (10,097,246) | (22,246,971) | Investment income | - | - | - | 42,646,497 | 42,646,497 | Share of results of equity accounted investments | - | - | - | (4,167,727) | (4,167,727) | Finance costs | - | - | - | (8,406,129) | (8,406,129) | Changes in the fair value of a derivative liability | - | - | - | (1,928,003) | (1,928,003) | Other income, net | - | - | - | 2,721,526 | 2,721,526 | Profit before Zakat | 53,450,226 | 17,151,568 | 70,071,896 | (2,218,151) | 138,455,539 | Zakat expense | - | - | - | (18,111,580) | (18,111,580) | Profit after Zakat | 53,450,226 | 17,151,568 | 70,071,896 | (20,329,731) | 120,343,959 | Net profit for the period is attributable to: |
|
|
|
|
| Ordinary shareholders of the parent company | 53,450,226 | 17,315,815 | 70,071,896 | (20,329,731) | 120,508,206 | Non-controlling interest | - | (164,247) | - | - | (164,247) |
| 53,450,226 | 17,151,568 | 70,071,896 | (20,329,731) | 120,343,959 |
31 March 2024 (Unaudited) | Capital markets | Data and technology services | Post- trade | Corporate | Total |
|
|
|
|
|
| Segment revenue | 133,544,067 | 47,036,597 | 207,045,081 | - | 387,625,745 | Segment cost excluding depreciation and amortization | (41,406,367) | (32,836,559) | (84,204,307) | (19,284,274) | (177,731,507) | Depreciation and amortization | (3,162,804) | (2,073,930) | (5,527,760) | (6,854,767) | (17,619,261) | Investment income | - | - | - | 34,180,075 | 34,180,075 | Share of results of associates and reversal of impairment | - | - | - | (5,534,670) | (5,534,670) | Finance costs | - | - | - | (1,131,727) | (1,131,727) | Other income, net | - | - | - | 189,735 | 189,735 | Segment profit before Zakat | 88,974,896 | 12,126,108 | 117,313,014 | 1,564,372 | 219,978,390 | Zakat expense | - | - | - | (19,159,176) | (19,159,176) | Segment profit after Zakat | 88,974,896 | 12,126,108 | 117,313,014 | (17,594,804) | 200,819,214 | Net profit for the period is attributable to: |
|
|
|
|
| Ordinary shareholders of the parent company | 88,974,896 | 12,828,546 | 117,313,014 | (17,594,804) | 201,521,652 | Non-controlling interest | - | (702,438) | - | - | (702,438) |
| 88,974,896 | 12,126,108 | 117,313,014 | (17,594,804) | 200,819,214 |
34.2 Operating revenue by operating segments
31 March 2025 (Unaudited) | Capital markets | Data and technology services | Post- trade | Total |
|
|
|
|
| Revenue recognised at a point-in-time |
| | |
| Trading services | 66,647,276 | - | - | 66,647,276 | Data & technology Services | - | 45,450 | - | 45,450 | Post trade services | - | - | 93,155,112 | 93,155,112 | Listing services | 6,411,430 | - | - | 6,411,430 | Derivatives market | 223 | - | 2,746 | 2,969 | Membership fees | 72,900 | - | - | 72,900 |
|
|
|
|
| Revenue recognised over-time |
|
|
|
| Data and technology services | - | 58,140,326 | - | 58,140,326 | Post trade services | - | - | 50,091,192 | 50,091,192 | Listing services | 26,333,023 | - | - | 26,333,023 | Derivatives market | 210,105 | - | 6,250 | 216,355 | Membership fees | 1,968,170 | - | 517,500 | 2,485,670 | Commission income on SAMA Bills, net | - | - | 23,260,399 | 23,260,399 | Commission income on SAMA deposits, net | - | - | 1,377,692 | 1,377,692 | Consolidated revenue | 101,643,127 | 58,185,776 | 168,410,891 | 328,239,794 |
34.2 Operating revenue by operating segments (continued):
31 March 2024 (Unaudited) | Capital markets | Data and technology services | Post- trade | Total |
|
|
|
|
| Revenue recognised at a point-in-time |
|
|
|
| Trading services | 105,028,210 | - | - | 105,028,210 | Data & Technology Services | - | 20,251 | - | 20,251 | Post trade services | - | - | 138,665,643 | 138,665,643 | Listing services | 4,099,000 | - | - | 4,099,000 | Derivatives markets | 1,643 | - | 1,200 | 2,843 | Membership fees | 28,500 | - | - | 28,500 |
|
|
|
|
| Revenue recognised over-time |
|
|
|
| Data and technology services | - | 47,016,346 | - | 47,016,346 | Post trade services | - | - | 46,285,783 | 46,285,783 | Listing services | 23,129,510 | - | - | 23,129,510 | Derivatives markets | 421,629 | - | 51,400 | 473,029 | Membership fees | 835,575 | - | 495,000 | 1,330,575 | Commission income on SAMA Bills, net | - | - | 19,527,228 | 19,527,228 | Commission income on SAMA deposits, net | - | - | 2,018,827 | 2,018,827 | Consolidated revenue | 133,544,067 | 47,036,597 | 207,045,081 | 387,625,745 |
| |
Disclosure of risk management [abstract] | | |
Disclosure of credit risk [text block] |
Credit risk Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s accounts receivables from customers, cash at banks, time deposits and investment in debt securities.
The below schedule shows the maximum limit for exposure to credit risk of the consolidated statement of financial position elements:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) | Cash and cash equivalents | 192,214,796 |
| 352,183,946 | Investments at amortized cost | 418,325,185 |
| 391,077,725 | Investments at fair value through profit or loss | 593,220,009 |
| 983,626,687 | Clearing participant financial assets | 4,427,666,145 |
| 4,409,323,509 | Accounts receivable | 152,700,136 |
| 98,911,703 | Other receivables | 844,246 |
| 6,395,763 | Accrued operational revenue | 10,028,118 |
| 10,832,124 | Advance to employees | 5,293,937 |
| 7,104,899 | Security deposit | 4,493,760 |
| 4,493,760 | Total | 5,804,786,332 |
| 6,263,950,116 |
Cash and cash equivalents The Group keeps its surplus funds with banks having sound credit ratings. Currently the surplus funds are kept with banks that have ratings as follows:
Current accounts
|
| STANDARD & POOR |
| Moody’s |
| Fitch |
Bank name |
| Long term | Short term |
| Long term | Short term |
| Long term | Short term | SAB |
| - | - |
| A1 | P-1 |
| A- | F2 | SNB |
| A- | A-2 |
| A1 | P-1 |
| A- | F2 | BSF |
| A- | A-2 |
| A1 | P-1 |
| - | - | SAIB |
| BBB | A2 |
| A2 | P-1 |
| A- | F2 | Emirates NBD |
| - | - |
| A1 | P-1 |
| - | - | Mashreq Bank |
| A | A-1 |
| A3 | P-2 |
| - | - | United Bank Limited |
| - | - |
| C1 | NP |
| - | - |
Time deposit
|
| STANDARD & POOR |
| Moody’s |
| Fitch |
Bank name |
| Long term | Short term |
| Long term | Short term |
| Long term | Short term | SAB |
| - | - |
| A1 | P-1 |
| A- | F2 | Alinma Bank |
| - | - |
| - | - |
| A- | F2 | ANB |
| A- | A-2 |
| A1 | P-1 |
| A- | F2 | AlRajhi Bank |
| A- | A-2 |
| A1 | P-1 |
| A- | F2 |
Investments at amortized cost This represents investments in sukuks issued by counter parties operating in the Kingdom of Saudi Arabia having sound credit ratings as disclosed in note 9.
Accounts receivable Accounts receivable are shown net of the allowance for expected credit losses. The Group applies the IFRS 9 simplified approach in measuring expected credit losses which uses a lifetime expected loss allowance. To measure the expected credit losses, account receivables have been grouped based on the days past due. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Accrued operational revenue Accrued operating revenue represents earned revenue which is yet to be billed to customers. These are short-term in nature and no significant credit risk exists in the balance.
Advance to employees This represents advances provided to employees on their request. Such advances are deducted from their monthly salaries. Therefore, no significant credit risk exists in the balance.
Other receivables Other receivables represent receivables from low credit risk counterparties and are short-term in nature.
Concentration of credit risk The following table provides information about the exposure to credit risk and expected credit losses for receivables as at 31 March 2025.
| Weighted average loss rate % |
| Gross carrying amount |
| Loss allowance |
|
|
|
|
|
| 0-30 days (not past due) | 2.98 |
| 82,900,243 |
| 2,467,661 | 30-60 days | 3.29 |
| 48,578,919 |
| 1,595,902 | 61-90 days | 23.01 |
| 4,571,238 |
| 1,051,974 | 91-120 days | 11.93 |
| 941,303 |
| 112,272 | 121-180 days | 30.80 |
| 6,479,072 |
| 1,995,646 | 181-360 days | 14.86 |
| 7,927,042 |
| 1,177,773 | More than 360 days past due | 66.19 |
| 28,701,657 |
| 18,998,110 |
|
|
| 180,099,474 |
| 27,399,338 |
The following table provides information about the exposure to credit risk and expected credit losses for receivables as at 31 December 2024:
| Weighted average loss rate % |
| Gross carrying amount |
| Loss allowance |
|
|
|
|
|
| 0-30 days (not past due) | 3.02 |
| 74,371,050 |
| 2,245,795 | 30-60 days | 2.72 |
| 2,739,824 |
| 74,505 | 61-90 days | 16.00 |
| 7,532,778 |
| 1,205,457 | 91-120 days | 4.25 |
| 3,037,663 |
| 129,212 | 121-180 days | 37.41 |
| 4,328,954 |
| 1,619,595 | 181-360 days | 29.42 |
| 5,058,123 |
| 1,488,165 | More than 360 days past due | 68.53 |
| 27,350,425 |
| 18,744,385 |
|
|
| 124,418,817 |
| 25,507,114 |
| |
Disclosure of liquidity risk [text block] |
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The below schedule shows an analysis of financial assets and liabilities based on the contractual maturities:
| Carrying amount | Less than 12 months | More than 12 months | Total |
|
|
|
|
| Financial assets at fair value: |
|
|
|
| Investments | 593,220,009 | 593,220,009 | - | 593,220,009 | Financial assets at amortised cost: |
|
|
|
| Investments | 418,325,185 | 219,110,000 | 214,961,000 | 434,071,000 | Cash and cash equivalents | 192,214,796 | 192,214,796 | - | 192,214,796 | Time deposits | - | 2,024,317,540 | - | 2,024,317,540 | Clearing participant financial assets | 4,427,666,145 | 4,427,666,145 | - | 4,427,666,145 | Account receivables | 152,700,136 | 152,700,136 | - | 152,700,136 | Accrued operational revenue | 10,028,118 | 10,028,118 | - | 10,028,118 | Advance to employees | 5,293,937 | 5,293,937 | - | 5,293,937 | Other receivables | 844,246 | 844,246 | - | 844,246 | Security deposit | 4,493,760 | 4,493,760 | - | 4,493,760 | Total financial assets | 5,804,786,332 | 7,629,888,687 | 214,961,000 | 7,844,849,687 |
|
|
|
|
| Financial liabilities at fair value |
|
|
|
| Derivative liability | 46,002,803 | - | 46,002,803 | 46,002,803 | Financial liabilities at amortised cost |
|
|
|
| Borrowings | 471,655,615 | 152,543,322 | 378,997,037 | 531,540,359 | Non-controlling interest put options | - | - | - | - | Clearing participant financial liabilities | 4,400,646,825 | 4,400,646,825 | - | 4,400,646,825 | Lease liabilities | 159,285,881 | 57,066,071 | 110,482,604 | 167,548,675 | Accounts payable | 86,177,115 | 50,261,927 | 40,000,000 | 90,261,927 | Balance due to Capital Market Authority | 32,164,306 | 32,164,306 | - | 32,164,306 | Accrued expenses and other current liabilities | 252,087,692 | 252,087,692 | - | 252,087,692 | Total financial liabilities | 5,448,020,237 | 4,944,770,143 | 575,482,444 | 5,520,252,587 | Net financial assets | 356,766,095 | 2,685,118,544 | (360,521,444) | 2,324,597,100 |
Carrying amount | Less than 12 months | More than 12 months | Total |
|
|
|
|
|
|
|
| 983,626,687 | 983,626,687 | - | 983,626,687 |
|
|
|
| 391,077,725 | 218,684,858 | 172,392,867 | 391,077,725 | 352,183,946 | 352,183,946 | - | 352,183,946 | - | 1,234,207,295 | - | 1,234,207,295 | 4,409,323,509 | 4,409,323,509 | - | 4,409,323,509 | 98,911,703 | 98,911,703 | - | 98,911,703 | 10,832,124 | 10,832,124 | - | 10,832,124 | 7,104,899 | 7,104,899 | - | 7,104,899 | 6,395,763 | 6,395,763 | - | 6,395,763 | 4,493,760 | 4,493,760 | - | 4,493,760 | 6,263,950,116 | 7,325,764,544 | 172,392,867 | 7,498,157,411 |
|
|
|
|
|
|
|
| 44,074,800 | - | 44,074,800 | 44,074,800 |
|
|
|
| 191,882,468 | 63,053,347 | 172,142,929 | 235,196,276 | 187,332,006 | - | 220,500,000 | 220,500,000 | 4,382,226,111 | 4,382,226,111 | - | 4,382,226,111 | 157,036,974 | 57,066,071 | 108,233,697 | 165,299,768 | 52,425,296 | 52,425,296 | - | 52,425,296 | 58,445,702 | 58,445,702 | - | 58,445,702 | 352,219,121 | 352,219,121 | - | 352,219,121 | 5,425,642,478 | 4,965,435,648 | 544,951,426 | 5,510,387,074 | 838,307,638 | 2,360,328,896 | (372,558,559) | 1,987,770,337 |
| |
Disclosure of interest rate risk [text block] |
Commission rate risk Commission risk is the exposure to multiple risks related to the impact of changes in commission rates in the market on the Group’s financial position and cash flows. The Group monitors the fluctuations in commission rates and believes that the impact of the risk is on certain financial instruments held by the Group.
A 1% change in the commission rates, with all other variables held constant, would impact the condensed consolidated statement of profit or loss and other comprehensive income as set out below:
|
| For the three-month period ended 31 March (Unaudited) |
|
| 2025 |
| 2024 | Effect on profit for the period (+/-) |
| 13,451,746 |
| 12,946,480 |
| |
Disclosure of currency risk [text block] |
Currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Group is subject to fluctuations in foreign exchange rates in the normal course of its business. The Group is not exposed to any significant currency risk and it did not undertake significant transactions in currencies other than Saudi Arabian Riyals or USD. | |
Disclosure of subsequent events [text block] |
SUBSEQUENT EVENTS
There are no events subsequent to the period which requires disclosure in these condensed consolidated interim financial statements | |
Disclosure of commitments and contingencies [text block] |
CONTINGENCIES AND COMMITMENTS
Commitments
32.1 Commitments represent the value not yet executed supply contracts of assets and services to the Group as follows:
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
| Capital expenditure commitments | 62,771,347 |
| 57,421,744 | Operating expenditure commitments | 111,127,966 |
| 49,145,906 |
| 173,899,313 |
| 106,567,650 |
Contingencies
| 31 March 2025 (Unaudited) |
| 31 December 2024 (Audited) |
|
|
|
| 32.3 Letters of guarantee | 1,147,940 |
| 1,147,940 |
32.4 The Group, in its ordinary course of business, is subject to proceedings, lawsuits and other claims, which are being defended. The ultimate results of these matters cannot be determined with certainty. However, the management believes that the results of these matters are not expected to have any material impact on the Group’s financial position or on the results of its operations as reflected in these consolidated financial statements. | |
Disclosure of comparative figures and restatements [text block] |
RECLASSIFICATIONS
Certain comparative figures have been reclassified to conform to the current period presentation. | |
Disclosure of board of director's approval of the financial statements [text block] |
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated interim financial statements have been approved by the Board of Directors on 28 Shawwal 1446H corresponding to 26 April 2025 | |
Disclosure of capital management [text block] |
Capital management
The primary objective of the Company's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholders' value.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. Equity comprises capital and other reserve and retained earnings, and is measured at SAR 3,581,920,255 as at 31 March 2025 (31 December 2024: SAR 3,491,737,165). | |
Disclosure of fair value hierarchy [text block] |
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Underlying the definition of fair value is the presumption that the Group is a going concern and there is no intention or requirement to curtail materially the scale of its operations or to undertake a transaction on adverse terms.
A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.
When measuring the fair value, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The fair value of all other / remaining financial assets and financial liabilities not mentioned below approximates to their carrying values.
Investments at FVTPL classified as level 2 include units of mutual funds, the fair value of which is determined based on the latest reported net assets value (“NAV”) as at the date of consolidated statement of financial position.
| 31 March 2025 (Unaudited) |
| Carrying Value |
| Fair value |
| Total fair value |
|
| Level 1 |
| Level 2 |
| Level 3 |
| Investments – at FVTPL |
|
|
|
|
|
|
|
|
| Money market funds | 593,220,009 |
| - |
| 593,220,009 |
| - |
| 593,220,009 | Derivative liability (Note 17) | 46,002,803 |
| - |
| - |
| 46,002,803 |
| 46,002,803 | Non-controlling interest put option | - |
| - |
| - |
| - |
| - |
| 31 December 2024 (Audited) |
| Carrying Value |
| Fair value |
| Total fair value |
|
| Level 1 |
| Level 2 |
| Level 3 |
| Investments – at FVTPL |
|
|
|
|
|
|
|
|
| Money market funds | 983,626,687 |
| - |
| 983,626,687 |
| - |
| 983,626,687 | Derivative liability (Note 17) | 44,074,800 |
| - |
| - |
| 44,074,800 |
| 44,074,800 | Non-controlling interest put option | 187,332,006 |
| - |
| 187,332,006 |
| - |
| 187,332,006 |
There were no transfers between level 1 and level 2 fair value measurements, and no transfers into or out of level 3 fair value measurements as of 31 March 2025 (31 December 2024: Nil).
Derivative liability – significant assumptions and inputs used: Particular | Inputs used |
|
| Risk-free rate | 3.57% - 4.32% | Expected share price volatility | 30.67% - 32.34% | Dividend yield | 0.00% | Equity price per share | $0.92 - $1.05 |
Sensitivity analysis on derivative liability:
The sensitivity is as a result of the subjective nature of the unobservable input, namely the volatility and the potential movements in the risk-free rates. The impact of change in 10% volatility would result in change in fair value of the put options as follows:
Sensitivity analysis | -10% | Base case | +10% | Total | 27,204,364 | 46,002,803 | 63,748,031 |
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Disclosure of other notes relevant to understanding of financial statements [text block] |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group has exposure to the following risks from its activities and use of financial instruments: - Market risk; - Credit risk; - Operational risk management; and - Liquidity risk.
This note presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes for measuring and managing these risks. Furthermore, quantitative disclosures are included throughout these consolidated financial statements.
Enterprise Risk Management Framework
The Board of Directors (Board) has the overall responsibility for the establishment and oversight of the Group’s Enterprise Risk Management (ERM) Framework. The Board is responsible for approving the Group’s ERM policy. Furthermore, the Board Governance, Risk and Compliance Committee is responsible for overseeing the effective implementation of the ERM policy.
The Group’s ERM policy is established to identify and analyze risks faced by the Group, to set appropriate risk limits & controls, and to monitor risks & adherence to limits. The ERM Policy and Framework are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, aims to develop a constructive risk culture in which all employees proactively engage and understand their roles and obligations.
The main components of the Group’s ERM Framework are risk governance, risk appetite & tolerance, risk management process, Risk Universe, risk culture, risk management tools and relevant policies and procedures. The framework governs the processes required to identify, evaluate and prioritize the key risks that could impact the Group and the execution of its strategy.
To ensure an integrated and consistent approach across the risk management process of the Group, risk appetite & tolerance limits are defined as per the Risk Universe, which classifies risks into structured categories for effective risk management. This risk classification directly influences the particular configuration of the risk appetite and other ERM Framework elements such as the ERM Policy and procedures.
Risk management structure A cohesive organisational structure is established within the Group in order to identify, assess, monitor and control risks.
Board of Directors The objective of risk governance is the centralised oversight of the Board of Directors providing direction and the necessary approvals of strategies and policies in order to achieve defined corporate goals.
Senior management Senior management is responsible for the day to day operations in respect of achieving the strategic goals within the Group’s pre-defined risk appetite. All business functions link their risk assessment methodology in line with the Risk Universe and core statements. In addition, all the policies and procedures of the business functions should be aligned with all the tolerance levels stated in Risk Appetite Statement.
The risks faced by the Group and the way these risks are mitigated by management are summarised below:
35.1 Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate, because of changes in market prices, whether those changes are caused by factors specific to the individual financial instrument or its issuer or factors affecting all similar financial instruments traded in the market. The Group limits market risk by maintaining a diversified portfolio and by monitoring the developments in financial markets. Market risk reflects price risk, currency risk and commission rate risk.
Price risk Price risk is the risk that the value of financial instruments will fluctuate due to changes in market prices (other than risk arising from commission rate and foreign currency). The Group believes price risk does not arise for the Group based on the investment portfolio held.
35.4 Operational Risk Management The Group’s objective is to manage operational risk arising from failure of internal and external processes, individuals, systems, or external events. These include issuer operations risks, member operations risks, market operations risks, human resources risks and physical asset risks. To balance the avoidance of financial losses and damage to the Group’s reputation with overall cost-effectiveness and to avoid control procedures that restrict initiative and creativity.
In order to manage the Group’s Clearing services activities risks, the Group through one of its subsidiaries (Muqassa) has an integrated and comprehensive risk management system and ensures that its risk management framework identifies, measures, monitors and manages the risks that it bears from Clearing Members as well as other key institutions. Group has as a low risk appetite for financial, liquidity, operational, market and credit concentration risk. This appetite helps drive the setting of conservative values when deciding on key measures such as the Default Fund Cover or Investment Duration. These risk management policies, procedures, systems and controls have been developed to adhere to the CMA’s Securities Central Counterparties Regulation as well as align to both CPMI-IOSCO’s Principles for Financial Market Infrastructures (PFMIs) and international best practices.
35.6 Changes in liabilities arising from financing activities
| 1 January | Cash flows | Finance costs | New financing | 31 March | 2025 |
|
|
|
|
| Lease liabilities | 157,036,974 | - | 2,248,907 | - | 159,285,881 | Borrowings | 191,882,468 | (26,173,763) | 6,196,910 | 299,750,000 | 471,655,615 |
| 348,919,442 | (26,173,763) | 8,445,817 | 299,750,000 | 630,941,496 |
|
|
|
|
|
|
| 1 January | Cash flows | Finance cost | New financing | 31 December | 2024 |
|
|
|
|
| Lease liabilities | 202,256,755 | (58,426,459) | 11,518,116 | 1,688,562 | 157,036,974 | Borrowings | 11,488,042 | (25,327,536) | 6,221,962 | 199,500,000 | 191,882,468 |
| 213,744,797 | (83,753,995) | 17,740,078 | 201,188,562 | 348,919,442 |
| |