Statement of the type of external auditor's report : Unmodified opinion

Comment mentioned in the external auditor’s report, mentioned in any of the following paragraphs (other matter, conservation, notice, disclaimer of opinion, or adverse opinion) : We draw attention to Note 2.1 in the consolidated financial statements, which indicates that as of 31 December 2024, the accumulated losses of the Group amounted to SR 283.3 million (31 December 2023: SR 219.7 million) which represent 93.7% (31 December 2023: 72.7%) of share capital as of the same date. Further, at 31 December 2023, the Group’s current liabilities exceeded its current assets by SR 250.7 million (31 December 2023: SR 346.3 million).

As stated in Note 2.1, these events or conditions, along with other matters as set forth in Note 2.1, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

2- Comment mentioned in the external auditor’s report, mentioned in any of the following paragraphs (other matter, conservation, notice, disclaimer of opinion, or adverse opinion) :

Basis for Qualified Opinion

As referred to the note 38 of the consolidated financial statements, the Parent Company entered into a shareholders’ agreement (SHA) on 1 October 2023 to acquire 51% stake in a subsidiary. The SHA includes put and call options in relation to the non-controlling interest in the subsidiary exercisable subject to certain terms and conditions to be met over a period of time. As per IFRS, the Group is required to account for such options from the date of the acquisition of the subsidiary based on appropriate valuation. However, these options were not recognized in the consolidated financial statements as of 31 December 2024 and 2023, which constitute a departure from IFRS as endorsed in the Kingdom of Saudi Arabia. The effects on the consolidated financial statements of the above has not been determined, as the Company has not performed the valuation exercise for the above options as of 31 December 2024 and 2023.As disclosed in note 41, events after reporting date of the consolidated financial statements, the Parent Company and the minority shareholders of First Fix entered into an agreement on 9 April 2025, that terminated the put and call options.

Material Uncertainty related to Going Concern:

We draw attention to Note 2.1 in the consolidated financial statements, which indicates that as of 31 December 2024, the accumulated losses of the Company amounted to SR 283.3 million which represent 93.7% of Company's capital (31 December 2023: SR 219.7 million representing 72.7% of the Capital). Additionally, at 31 December 2024, the Group’s current liabilities exceeded its current assets by SR 250.7 million (31 December 2023: SR 346.3 million). As stated in Note 2.1, these events or conditions, along with other matters as set forth in Note 2.1, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.