Interim report
Page 1
Talabat Holding PLC Condensed consolidated interim financial statements For the period since inception on 3 September 2024 till 30 June 2025 Principal business address: Unit no. 2341, 23rd Floor, Sky Tower, Shams Abu Dhabi, Abu Dhabi, Al Reem Island United Arab Emirates
Page 2
Talabat Holding PLC Condensed consolidated interim financial statements For the period since inception on 3 September 2024 till 30 June 2025 Content Pages Independent auditors’ review report 1 Condensed consolidated interim statement of financial position 2 Condensed consolidated interim statement of profit or loss and other comprehensive income 3 Condensed consolidated interim statement of changes in equity 4 Condensed consolidated interim statement of cash flows 5 Notes to the condensed consolidated interim financial statements 6 - 24
Page 3
KPMG Lower Gulf Limited Office No 15-111, 15th Floor Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island Abu Dhabi, United Arab Emirates Tel. +971 (2) 401 4800, www.kpmg.com/ae ©2025 KPMG Lower Gulf Limited, licensed in the United Arab Emirates and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. KPMG Lower Gulf Limited is registered and licensed under the rules and regulations of Abu Dhabi Global Markets. 1 To the Shareholders of Talabat Holding PLC Introduction We have reviewed the accompanying 30 June 2025 condensed consolidated interim financial information the condensed consolidated interim statement of financial position as at 30 June 2025; the condensed consolidated interim statements of profit or loss and other comprehensive income for the three-month and 301 days periods ended 30 June 2025; the condensed consolidated interim statements of changes in equity for the 301 days period ended 30 June 2025; the condensed consolidated interim statements of cash flows for the 301 days period ended 30 June 2025; and notes to the condensed consolidated interim financial information. Management is responsible for the preparation and presentation of this condensed consolidated interim express a conclusion on this condensed consolidated interim financial information based on our review. Scope of Review We conducted our review in accordance with the International Standard on Review Engagements 2410, . A review of condensed consolidated interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying 30 June 2025 condensed consolidated interim financial information is not prepared, in all material respects, KPMG Lower Gulf Limited Anurag Bajpai Abu Dhabi, United Arab Emirates Date:
Page 5
Talabat Holding PLC 3 Condensed consolidated interim statement of profit or loss and other comprehensive income For the period since inception on 3 September 2024 till 30 June 2025 For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 Notes USD USD Revenue 15 980,999,163 2,615,895,391 Cost of sales 16 (676,989,675) (1,790,680,821) Gross profit 304,009,488 825,214,570 Marketing expenses (50,261,427) (132,221,172) IT expenses (15,483,905) (52,845,498) General and administrative expenses (50,802,012) (143,494,418) Other income 17 5,060,017 15,583,210 Other expenses 18 (44,344,905) (105,252,353) Provision for expected credit loss 7 (2,449,808) (8,021,137) Operating profit 145,727,448 398,963,202 Net finance income 2,457,567 4,582,630 Foreign exchange (loss) gain, net (324,981) 1,505,941 Profit before income tax 147,860,034 405,051,773 Income tax expense, net 19 (26,554,136) (42,528,932) Net profit 121,305,898 362,522,841 Other comprehensive income Items that will be subsequently reclassified to profit or loss: Foreign currency translation differences, net (391,062) (3,102,436) Deferred tax income on net investment in foreign operations 19 2,122,859 2,122,859 Other comprehensive income/(loss), net of tax 1,731,797 (979,577) Total comprehensive income 123,037,695 361,543,264 Earnings per share (cent/share) Basic 20 0.52 1.69 Diluted 20 0.52 1.69 The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. The independent auditors’ review report is set out on page 1.
Page 6
Talabat Holding PLC 4 Condensed consolidated interim statement of changes in equity For the period since inception on 3 September 2024 till 30 June 2025 Share capital Retained earnings Foreign currency translation reserve Total equity USD USD USD USD Total comprehensive income for the period Net profit - 362,522,841 - 362,522,841 Other comprehensive income - - (979,577) (979,577) - 362,522,841 (979,577) 361,543,264 Transactions with owners of the Group: Issuance of share capital (Note 11) 253,650,000 - - 253,650,000 Acquisition of subsidiaries under common control (Note 27) - 128,484,954 - 128,484,954 Equity settled share-based transaction (Note 22) - 17,633,360 - 17,633,360 Dividends (Note 23) - (110,020,688) - (110,020,688) Balance at 30 June 2025 253,650,000 398,620,466 (979,577) 651,290,890 The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. The independent auditors’ review report is set out on page 1 .
Page 7
Talabat Holding PLC 5 Condensed consolidated interim statement of cash flows For the period since inception on 3 September 2024 till 30 June 2025 For the period since inception till 30 June 2025 Notes USD Cash flows from operating activities Net profit 362,522,841 Adjustments for: Depreciation of property and equipment 35,316,416 Amortisation of intangible assets 5,204,710 Gains on disposal of property and equipment 17 (477,999) Employees’ end-of-service benefits 6,860,713 Provision for expected credit loss 7 8,021,137 Interest expense on lease liabilities 4,564,220 Equity settled share-based transactions 22 17,633,360 Interest income (9,251,389) Income tax, net 19 42,528,932 472,922,941 Working capital changes: Inventories (19,716,079) Trade and other receivables (32,811,724) Due from related parties (3,510,409) Due to related parties 9,496,259 Trade and other payables 114,582,909 Cash generated from operating activities 540,963,897 Employees’ end-of-service benefits paid (2,434,416) Interest received 9,212,042 Income tax paid (12,207,362) Net cash generated from operating activities 535,534,161 Cash flows from investing activities Purchase of property and equipment (21,497,175) Proceeds from disposal of property and equipment 1,869,357 Addition of intangible assets (9,858,404) Net cash acquired on acquisition of subsidiaries under common control 27 305,911,892 Net cash generated from investing activities 276,425,670 Cash flows from financing activities Payment of principal portion of lease liabilities (19,584,260) Payments of interest on lease liabilities (4,564,220) Dividends paid 23 (110,020,688) Repayment of loans from related party (4,945,378) Net cash used in financing activities (139,114,546) Net increase in cash and cash equivalents 672,845,285 Effect of movement in exchange rates on cash held (2,169,607) Cash and cash equivalents at the end of the period 10 670,675,678 The notes on pages 6 to 24 are an integral part of these condensed consolidated interim financial statements. The independent auditors’ review report is set out on page 1 .
Page 8
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 6 1. General information Talabat Holding PLC, Dubai – United Arab Emirates (the “Company”) was incorporated on 3 September 2024 (date of inception) in accordance with ADGM laws, ADGM registration number: is 20827 The registered address of the company: Unit no. 2341, 23rd Floor, Sky Tower, Shams Abu Dhabi, Al Reem Island, Abu Dhabi, UAE. Delivery Hero MENA Holding GmbH is the parent company (the “Parent”). Delivery Hero SE is the ultimate parent company of the Group which is also the ultimate controlling party (the “Ultimate Parent Company”). The Company was established as part of a broader restructuring plan initiated by the Ultimate Parent Company to facilitate the listing of its shares on the Dubai Financial Market (“DFM”) through an Initial Public Offering (“IPO”). The restructuring involved transactions among entities under common control to consolidate the Ultimate Parent Company’s business in the MENA region, which includes the United Arab Emirates (“UAE”), Kuwait, Qatar, Oman, Bahrain, Iraq, Egypt, and Jordan. On 24 September 2024, the Ultimate Parent Company transferred its shareholding and control in Delivery Hero FZ LLC (“DH FZ”) and its subsidiaries to the Company. Further, on 30 September 2024, DH FZ acquired control of certain entities as part of a common control transaction. (refer to Note 27). In exchange for these acquisitions, the Company issued 253,649,900 ordinary shares to the Parent Company (refer to Note 11). These transactions were undertaken to align the Group’s corporate structure with the Ultimate Parent Company’s plan to offer 20% of its shareholding in the Company through an IPO. During November 2024, the Security and Commodities Authority ("SCA") (UAE) accepted the Company’s application for the offering and issuance of 20% of the Company's authorised and issued share capital. On 10 December 2024, the Company was admitted to be listed on the Dubai Financial Market (“DFM”). On 25 February 2025, Talabat Holding PLC acquired 100% of Instashop Ltd’s ( Instashop) share capital from Delivery Hero SE (the Ultimate Parent Company), under a common control transaction. (refer to Note 27). The Company and its subsidiaries are collectively referred to as the Group (the “Group”). The principal activity of the Group is to provide access to an online platform to order food , grocery and deliver to end customers.
Page 9
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 7 1. General information (continued) These condensed interim consolidated financial statements include the results of operations and financial position of the Company and it’s subsidiaries as at 30 June 2025, and should be read in conjunction with the Group’s last consolidated interim financial statements as at 31 December 2024. These condensed interim consolidated financial statements also include the results of operations and financial position of the subsidiaries acquired on 24 September 2024 and on 30 September 2024 , in addition to the sub sidiaries listed below which were acquired on 25 February 2025 (refer to Note 27 regarding the acquisition of subsidiaries). Name of the subsidiary Country of Incorporation Principal activities Effective holding 2025 Instashop Ltd BVI Holding company 100% InstaShop General Trading LLC United Arab Emirates General Trading 100% Instashop Portal LLC, Dubai United Arab Emirates Network websites contents entering and supplying, and E- Commerce through websites 100% InstaShop DMCC United Arab Emirates Software House, Computer Systems Consultancies, Web Design, Internet Content Provider, E-Marketplace Service Provider (DMCC) and Delivery Service 100% InstaShop Supermarket - Sole Proprietorship LLC United Arab Emirates Super Market 100% GroCart DMCC United Arab Emirates E-Marketplace service provider (DMCC) 100% GroCart General Trading United Arab Emirates General Trading 100% InstaShop Co WLL Bahrain Computer programming activities and Operations of e-marketplaces, websites, web portals 100% InstaShop LLC Egypt E-Commerce, E-Marketing and Providing home delivery services 100% InstaShop WLL Qatar Providing the professional services of information services in relation to an e-commerce platform. 100% InstaShop WLL Qatar Transferring consumables to customers and trading via internet. 100% InstaShop Saudi for Information Technology LLC Kingdom of Saudi Arabia Delivery services via electronic platform, system analyses, designing and performing special software, establishing the infrastructure for hosting websites, data processing services and related services, registration to provide cloud computing services and providing marketing services on behalf of others. 100%
Page 10
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 8 1. General information (continued) Name of the subsidiary Country of Incorporation Principal activities Effective holding 2025 InstaShop SPC Oman Delivery of meals, collection of data from one or more sources, designing and programming software, maintenance of soft wares and designing of websites, data entry services, retail sale via Internet (E-Commerce), create and implement databases and web pages, cloud and Hosting Services and systems analysis 100% InstaShop SARL Lebanon Design, create, own, manage, maintain, buy, sell and distribute all kinds of applications, computer software and websites. Develop applications, computer software and websites and provide necessary consultancy, support and studies, perform all commercial and production operations in Lebanon and abroad in compliance with provisions of D.L n.35 of August 5, 1967. 100% InstaShop Single Member Private Company Greece Information technology design and development services, food delivery services, electronic advisory activities, electronic systems management services, public relations and communication services, marketing consulting services, other advisory services and sale of advertising space or time with payment or contract 100%
Page 11
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 9 2. New standards or amendments 2.1 New and revised IFRSs applied with no material effect on the consolidated interim financial statements of the Group. The following new and revised IFRSs, which became effective for annual periods beginning on or after 1 January 2024, have been adopted in these consolidated interim financial statements . The application of these revised IFRSs has not had any material impact on the amounts reported but may affect the accounting for future transactions or arrangements. Supplier Finance Arrangements - 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. Amendments to IFRS 16: Lease Liability in a Sale and Leaseback In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. Amendments to IAS 1: Classification of Liabilities as Current or Non-current In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify: • What is meant by a right to defer settlement • That a right to defer must exist at the end of the reporting period • That classification is unaffected by the likelihood that an entity will exercise its deferral right • That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification In addition, a requirement has been introduced whereby an entity must disclose when a liability arising from a loan agreement is classified as non -current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.
Page 12
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 10 2. New standards or amendments (continued) 2.2 New and amended IFRSs in issue but not yet effective and not early adopted. New and revised IFRSs Effective for annual periods beginning on or after Amendments to IAS 21– Lack of exchangeability Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture IFRS 18 Presentation and Disclosure in Financial Statements IFRS Accounting Taxonomy 2024 – Update 1 International Tax Reform – Pillar Two Model Rules, Supplier Finance Arrangements and Lack of Exchangeability IFRS Accounting Taxonomy 2024 – Update 2 Common Practice for Financial Instruments, General Improvements and Technology Update 1 January 2025 Effective date not yet decided. 1 January 2027 Effective date not yet decided. Effective date not yet decided.
Page 13
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 11 3. Material accounting policy information 3.1 Basis of accounting These condensed consolidated interim financial statements for the period ended 30 June 2025 have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ and should be read in conjunction with the Group’s last consolidated interim financial statements as at 31 December 2024. These do not include all the information required for a complete set of financial statements prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). However, selected explanatory notes are includ ed to explain the events and transactions that are significant to an understanding of the Group’s financial position and performance since the inception on 3 September 2024 till 30 June 2025 . The accounting policies applied in these condensed consolidated interim financial statements are the same as those were applied in the Group’s consolidated interim financial statements as at and for the period ended 31 December 2024. 4. Judgements and use of estimates In the application of the accounting policies, which are described in Group’s consolidated interim financial statements prepared for the period since inception on 3 September 2024 till 31 December 2024, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Accounting judgements and estimates used in the preparation of these condensed consolidated interim financial statements are the same as disclosed in the consolidated interim financial statements prepared for the period ended 31 December 2024. Except for, during 2025, the Group conducted an operational efficiency review of all of its internally generated intangible assets, which resulted in changes in the expected useful lives of those assets. The impact of change in useful lives of intangible assets is not material.
Page 14
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 12 5. Property and equipment During the period since inception on 3 September 2024 till 30 June 2025, the Group acquired property and equipment at a cost of USD 3 32,221,123 out of which USD 261,297,651 (net of depreciation USD 152,744,359), relates to the acquisition of the subsidiaries under common control (Refer note 27). 6. Intangible assets and goodwill During the period since inception on 3 September 2024 till 30 June 2025, the Group acquired intangible assets with a cost of USD 3 41,278,408 out of which USD 331,420,004 (net of amortization USD 317,897,842) relates to the acquisition of the subsidiaries under common control (Refer note 27). 7. Trade and other receivables 30 June 2025 USD Trade receivables 52,674,849 Receivable from riders 17,103,114 Gross trade receivables 69,777,963 Less: Allowance for expected credit loss (14,516,309) Net trade receivables 55,261,654 Receivable from payment service providers* 65,395,694 Prepayments 26,111,540 Deposits 7,723,737 Loans to employees 236,733 Other receivables 32,133,163 Total 186,862,521 there of non-current 5,916,239 there of current 180,946,282 *There is no history of default of these receivables. and hence no expected credit loss provision was considered.
Page 15
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 13 7. Trade and other receivables (continued) Movement in provision for expected credit loss of trade receivables, receivable from riders is as follows: 30 June 2025 USD Acquisition through business combination (8,473,386) Charged during the period (8,021,137) Utilized during the period 1,979,998 Translation differences (1,784) Balance as at 30 June 2025 (14,516,309) 8. Inventories 30 June 2025 USD Trading inventories 54,422,042 Rider equipment 4,518,405 Others 588,628 Total 59,529,075 9. Related party transactions and balances The Group enters into transactions with companies and entities that fall within the definition of a related party as contained in IAS 24 Related Party Disclosures. Related parties comprise companies and entities under common ownership and/or common control, key mana gement personnel and entities that exercise control over the Group. The management decides on the terms and conditions of the transactions and services received/rendered from/to related parties as well as on other charges. Balances included in the condensed consolidated interim statement of financial position as o f 30 June 2025: Ultimate Parent Company Companies Under Common Control Total 30 June 2025 USD USD USD Due from related parties (a) 4,229,570 241,717 4,471,287 Due to related parties (a) 17,322,137 25,293,458 42,615,595 Loans from related party (b) 3,219,657 - 3,219,657 (a) Due to and from related parties are priced at a mutually agreed terms and are to be settled in cash within 12 months of the reporting date. None of these balances are secured. No exposure has been recognised in the current period for bad or doubtful debts in respect of amounts owed by related parties. (b) This represents an interest-bearing loan obtained by InstaShop Single Member Private Company from the Ultimate Parent Company. The loan is repayable on maturity in September 2027.
Page 16
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 14 9. Related party transactions and balances (continued) Transactions included in the condensed consolidated interim statement of profit or loss and other comprehensive income for three months period ended 30 June 2025 and For the period since inception on 3 September 2024 till 30 June 2025 and as follows: Ultimate Parent Company Companies Under Common Control Associate Company Total For the three months period ended 30 June 2025 USD USD USD USD Other income from service allocation (Note 17) 4,363,454 - - 4,363,454 Shared group cost charges (Note 18) (13,797,598) (29,443,155) - (43,240,753) Delivery costs * - - (7,075,436) (7,075,436) Other expenses - (857,637) - (857,637) Ultimate Parent Company Companies Under Common Control Associate Company Total For the period since inception till 30 June 2025 USD USD USD USD Other income from service allocation (Note 17) 12,409,646 1,737,690 - 14,147,336 Shared group cost charges (Note 18) (25,525,778) (75,377,640) - (100,903,418) Delivery costs * - - (19,142,790) (19,142,790) Other expenses - (857,637) - (857,637) Transactions with related parties are priced at a mutually agreed terms and are in normal course of business. * Transactions include the logistic services provided by Zone Elite Investment LLC (Associate operating in UAE) to group subsidiaries in the UAE amounting USD 19,142,790 for the period since inception till 30 June 2025. The liability to Zone Elite Investment LLC (associate) amounted to USD 2,280,213 included in trade payable (Note 12) The Group has significant influence over the associate however, as of 30 June 2025 management assessed that the investment amounting to USD 4 million in the associate was not recoverable and accordingly, was recognised at Nil value. Compensation of key management personnel The remuneration of members of key management during the period was as follows: For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Short-term benefits 1,701,655 4,862,026 Share based compensation 1,656,412 4,657,519 Employees’ end of service benefits 61,256 216,078 Total 3,419,323 9,735,623 The above shows the compensation received by key management personnel (Executive Management Team and Senior Management).
Page 17
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 15 10. Cash and cash equivalents 30 June 2025 USD Cash at banks 475,827,361 Cash in hand 2,132,311 Term deposit 192,716,006 Total 670,675,678 The Group’s cash and cash equivalents comprises of cash at bank s, cash in hand and term deposi t with maturity up to 3 months. 11. Share capital Number ordinary shares USD Issued for cash (refer i below) 100 100 Issued in business combination (refer ii below) 253,649,900 253,649,900 In issue at 30 June 2025 – fully paid 253,650,000 253,650,000 Nominal value per share before stock split 1 1 Shares re-denomination from USD to AED Ordinary shares AED Nominal value per share 1 0.04 Ordinary shares issued after share split (refer iii below) 23,288,240,625 931,529,625 i) On incorporation in the Abu Dhabi Global Market (“ADGM”) on 3 September 2024, the Company issued 100 ordinary shares with a nominal value of USD 1.00 each, which were fully subscribed by the Parent Company. ii) On 26 September 2024, the Company issued 178,040,951 ordinary shares with a nominal value of USD 1.00 each to the Parent in connection with the transfer of Delivery Hero FZ LLC to the Company. This increased the Company’s share capital to USD 178,041,051 consisting of 178,041,051 ordinary shares of USD 1.00 each. Additionally, 75,608,949 ordinary shares with a nominal value of USD 1.00 each were issued to the Parent Company in connection with the transfer of certain other subsidiaries to Delivery Hero FZ LLC on 30 September 2024. Following this issuance, the Company’s share capital increased to USD 253,650,000 consisting of ordinary shares of USD 1.00 each. iii) On 9 October 2024, Shares were re-denominated from USD to AED, accordingly the registered share capital of the Company was changed to AED 931,529,625 (USD 253,650,000). Furthermore, the nominal value of each share was also changed from USD 1 to AED 0. 04 and accordingly the Company re -issued 23,288,240,625 ordinary shares of AED 0.04 each (USD 0.01).
Page 18
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 16 12. Trade and other payables 30 June 2025 USD Liabilities to restaurants 144,813,254 Liabilities for outstanding invoices 154,471,218 Trade payables 160,640,230 Liabilities to riders 241,795 Staff related accruals 37,736,701 Other payables 38,211,584 Total 536,114,782 thereof non-current 1,200,494 thereof current 534,914,288 The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. 13. Lease liabilities During the period since inception on 3 September 2024 till 30 June 2025 , the Group recognised lease liabilities and right of use assets amounting to USD 143,580,430. Out of which USD 94,154,838 relates to the acquisition of the subsidiaries under common control (Refer Note 27). During the same period, the Group derecognised lease liabilities amounting to USD 4,514,102 as a result of termination of lease contracts prior to the end of the lease term. Lease liabilities are monitored within the group treasury function. 14. Employees’ end of service benefits During the period since inception on 3 September 2024 till 30 June 2025, the Group recognised employees’ end of service benefits amounting to USD 26,338,811 out of which USD 19,478,098 relates to the acquisition of the subsidiaries under common control (Refer Note 27). 15. Revenue For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Commission fees 355,960,152 940,469,255 Delivery fees 181,507,570 496,915,684 Advertising and listing fees 81,509,509 221,073,574 Service fees 53,818,423 125,310,153 Subscription fees 15,461,238 37,517,237 Other direct income 323,988,969 870,350,170 1,012,245,861 2,691,636,073 Less: - Vouchers (23,236,490) (53,362,424) - Other revenue reduction (8,010,208) (22,378,258) Total 980,999,163 2,615,895,391
Page 19
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 17 15. Revenue (continued) Timing of revenue recognition For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Revenue recognised at point in time 884,028,426 2,357,304,580 Revenue recognised over time 96,970,737 258,590,811 980,999,163 2,615,895,391 The following table provides information about receivables and payables from contract with customers. 2025 USD Receivables included in “trade receivables” (Note 7) 69,777,963 Payables to restaurants included in “trade and other payables “(Note 12) 144,813,254 16. Cost of sales For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Delivery expenses (387,353,656) (1,019,868,368) Order processing cost (48,725,462) (126,146,769) Other direct cost * (240,910,557) (644,665,684) Total (676,989,675) (1,790,680,821) * Other direct costs include costs of groceries, payment service providers, other overheads and salaries and other benefits of staff that are directly related to the generation of revenue. 17. Other income For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Other income from service allocation (Note 9) 4,363,454 14,147,336 Other income 696,563 957,875 Gains on disposal of property and equipment - 477,999 Total 5,060,017 15,583,210 18. Other expenses For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Shared group cost (a) (43,240,753) (100,903,418) Other expenses (1,104,152) (4,348,935) Total (44,344,905) (105,252,353) (a) Shared group cost mainly represents charges in relation to the use of global services, as disclosed in note 9.
Page 20
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 18 19. Income tax expense, net Income tax recognised in profit or loss: For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Current tax Current tax expense for the current period (26,554,136) (58,221,595) Deferred tax Recognition of previously unrecognized deductible temporary differences - 12,967,733 Recognition of previously unrecognized tax losses - 2,724,930 Total deferred tax credit recognised - 15,692,663 Total income tax expense during the period (26,554,136) (42,528,932) Reconciliation of effective tax rate: For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Profit before tax (A) 147,860,034 405,051,773 Tax at the Company’s domestic rate of 15% / 9% (22,179,005) (52,804,603) Effect of tax rates in foreign jurisdictions (1,778,912) 1,431,178 Withholding taxes (2,596,219) (6,848,170) Deferred income taxes - 15,692,663 Total tax expense (B) (26,554,136) (42,528,932) Effective tax rate (B/A) 17.96 % 10.50 % Amount recognised in other comprehensive income: Items that will be subsequently reclassified to profit or loss: Deferred tax income on net investment in foreign operations 2,122,859 2,122,859 The Group has recorded deferred tax asset amounting of USD 14,504,721 for the period ended 30 June 2025, primarily arising from unrealized foreign exchange losses. These losses are expected to be realized in the foreseeable future. Out of the total deferred tax asset, USD 2,122,859 is recognised in the relation exchange loss on net investment in foreign operation s. The related exchange loss on net investment in foreign operations is recorded in other comprehensive income. The Group has determined that the Domestic Minimum Top -up Tax (DMTT), effective from January 1, 2025, in various jurisdictions, qualifies as an income tax within the scope of IAS 12. The Company’s applicable domestic tax rate from incorporation on 3 September 2024 to 31 December 2024 was 9%. Effective January 1, 2025, the domestic tax rate increased to 15% following the implementation of DMTT in the UAE. Additionally, during 2025, the Group recognized, for the first time, a current tax expense related to DMTT in several jurisdictions where the relevant legislation has also been introduced, including Kuwait, Qatar, Bahrain, and the UAE, with Tax rates increasing to 15%.
Page 21
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 19 20. Earnings per share The calculation of basic and diluted earnings per share depends on the following information For the three months period ended 30 June 2025 For the period since inception till 30 June 2025 USD USD Net profit for the period 121,305,898 362,522,841 Weighted average number of shares outstanding at the end of the period * 23,288,240,625 21,508,741,212 Basic and diluted earning per share (cent/share) 0.52 1.69 * Weighted average number of shares have been adjusted for shares split (refer note 11). 21. Contingent liabilities and guarantees As at 30 June 2025 , the outstanding bank guarantees issued on behalf of the certain Group entities amounted to USD 8,663,378. 22. Share-based payments The Ultimate Parent Company has been operating share-based payment programs since 2011. As at 30 June 2025, the Group is participating in the share-based payment arrangements managed by the Ultimate Parent Company, whereby a total of 858,529 RSUs were granted. The plans contributed USD 17,633,360 of expenses (from 1 January 2025 to 30 June 2025 USD 11,840,078) and USD 8,847,127 expense for the three month period ended 30 June 2025. 23. Dividend On 26 March 2025, the Board of Directors proposed cash dividends to the shareholders amounting to USD 110,020,688 (USD 0.005 per share) in respect of the financial results of the fourth quarter of 2024. The proposed dividend was approved by the shareholders at their annual general assembly meeting on 29 April 2025. 24. Operating segment Operating segments are disclosed on the basis of internal reports reviewed by the Executive Management, who are the Chief Operating Decision Maker (CODM), and responsible for resource allocation, performance evaluation, and strategic decision making on operational segments. Operating segments with similar geographical characteristics, economic characteristics, prod ucts, services, and similar customer categories are required to be aggregated and recorded where possible as units to be reported. The Executive Management reviews the internal management reports of each segment at least monthly.
Page 22
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 20 24. Operating segment (continued) a) Basis for segmentation The Group has identified a Country as a segment. This segment is derived based on their geographical location or region which is the key consideration by CODM for evaluating performance, making strategic decisions and allocating resources. The following table describes, in more detail, about the segment and the countries included therein: Reportable Segment Details Gulf Cooperation Council (“GCC”) region The GCC segment comprises countries where the Group currently operates its business and offers its products and services, including Kuwait, the United Arab Emirates, Oman, Qatar, and Bahrain. Management has assessed that aggregating the disclosure of information for the GCC segment enables users of the Group's interim financial statements to evaluate the nature and financial effects of its business activities within this region. The operations in these countries share similar economic characteristics, inclu ding market conditions, consumer behavior, and business practices. Based on this assessment, management has concluded that these countries qualify for aggregation into a single reportable segment. Reportable segment and other segments generate revenue mainly from online marketplace services, separately charged delivery fees, orders placed in the Group’s delivery-only stores and advertising services, as well as subscription fees, service fees and, in certain cases, separately charged payment fees. b) Segment financial information and reconciliation of segment information The revenue with external customers reported to the CODM generally equals the measurement of the revenue recognised in the consolidated interim statement of profit and loss and other comprehensive income with the following exceptions: i) inter-segment elimination – these mainly include inter-segment recharge for logistic and other services. The intersegment revenue is eliminated to derive the total segment revenue.
Page 23
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 21 24. Operating segment (continued) Financial results of the segments are presented below: GCC Other segments Total For the three months period ended 30 June 2025 USD USD USD External revenue (reported to CODM) 835,063,515 178,038,486 1,013,102,001 Inter segment elimination (358,594) (497,546) (856,140) Profit before income taxes 151,973,887 (4,113,853) 147,860,034 For the period since inception till 30 June 2025 External revenue (reported to CODM) 2,229,488,729 465,098,871 2,694,587,600 Inter segment elimination (1,302,436) (1,649,091) (2,951,527) Profit before income taxes 405,998,011 (946,238) 405,051,773 Segment Assets and Liabilities: Assets Liabilities USD USD 30 June 2025 GCC 1,450,290,627 654,098,458 Other segments 237,668,659 382,569,938 Inter segment elimination (247,882,096) (247,882,096) Total 1,440,077,190 788,786,300 25. Fair value measurement Financial instruments comprise of financial assets and financial liabilities. Financial assets consist of cash and bank balances, amounts due from related parties and trade and other receivables. Financial liabilities consist of trade payables and other payable and amounts due to related parties. The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. 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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: - In the principal market for the asset or liability; or - In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
Page 24
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 22 25. Fair value measurement (continued) A fair value measurement of a financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. The management considers that the carrying amounts of financial assets and financial liabilities recognised at amortised cost in the consolidated financial statements approximate their fair values. 26. Capital risk management The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to Shareholder through the optimisation of the debt and equity balance. The capital structure of the Group consists of equity attributab le to the shareholder, comprising issued capital, reserves, and retained earnings. 27. Acquisition of subsidiaries under common control Business combination common control transactions A business combination involving entities or businesses under common control is a business combination in which all the combining entities or businesses are ultimately controlled by the same Ultimate Controlling Party both before and after the combination. The Group follows book value (carry-over basis) accounting prospectively on the basis that the investment has simply been moved from one part of the group to another. As per the book value accounting, the Group recognizes assets and liabilities at their bo ok values at the acquisition date. The difference between book values of assets acquired and liabilities assumed, and the consideration paid is reflected in retained earnings within the statement of changes in equity. As part of a broader restructuring plan initiated by the Ultimate Parent Company, several transactions among entities under common control were executed to consolidate the Ultimate Parent Company’s business in the MENA region ahead of the Initial Public Offering (“IPO”). On 24 September 2024, the Ultimate Parent Company transferred its shareholding and control in Delivery Hero FZ LLC (‘DH FZ’) and its subsidiaries to the Company. In consideration for this transfer, the Company issued 178,040,951 ordinary shares to the Parent Company (refer to Note 11 – Share Capital for details). On 30 September 2024, Delivery Hero FZ LLC obtained control of the following entities and their respective subsidiaries as part of a common control transaction. To facilitate this transfer, the Company issued an additional 75,608,949 ordinary shares to the Parent Company. This also included the settlement of certain intra-group liabilities towards the Ultimate Parent. (refer to Note 11 – Share Capital for details).
Page 25
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 23 27. Acquisition of subsidiaries under common control (continued) Business combination common control transactions (continued) Foodonclick.com FZ-LLC; Talabat for Delivery Services LLC; Delivery Hero Egypt SAE; Dark Stores MENA Holding Ltd; Delivery Hero Kitchens MENA Holding Ltd; DH Kitchens LLC; and Delivery Hero Payments MENA FZ-LLC. These transactions were executed to realign the Group’s corporate structure in preparation for the IPO, in line with the Ultimate Parent Company’s objective of offering 20% of its shareholding in the Company through the IPO. The acquisition of the aforementioned companies was strategically executed to streamline and centralize both operational and financial management. By restructuring under the full control of the Company, Group’s goal was to list the shares of the Company on the DFM. These companies were already under common control, with Delivery Hero SE as the Ultimate Parent. On 25 February 2025, Talabat Holding PLC acquired 100% of Insta shop Ltd’s (Instashop) share capital from Delivery Hero SE (the Ultimate Parent Company) , under a common control transaction. With this acquisition, Instashop becomes a wholly-owned subsidiary of The Company. Total consideration for the acquisition transaction is USD 31,928,889, reflecting the capital amount of Insta Shop Ltd, including the subscribed capital and capital reserves. The following table summarises the book values of assets acquired and liabilities assumed at the date of acquisition: Delivery Hero FZ LLC * Instashop Ltd’s Total USD USD USD Property and equipment (Note 5) 148,423,687 4,320,672 152,744,359 Intangible assets (Note 6) 317,823,453 74,389 317,897,842 Trade and other receivables 126,734,495 35,337,439 162,071,934 Inventories 38,920,567 892,429 39,812,996 Due from related parties 960,878 - 960,878 Cash and cash equivalents** 316,150,394 21,690,387 337,840,781 Loans from related parties (1,587,389) (6,616,994) (8,204,383) Due to related parties (33,020,765) (98,571) (33,119,336) Trade and other payables (388,376,407) (33,155,570) (421,531,977) Lease liabilities (Note 13) (92,490,561) (1,664,277) (94,154,838) Employees' end of service benefits (Note 14) (17,786,656) (1,691,442) (19,478,098) Income tax liabilities (19,881,395) (895,020) (20,776,415) Total identifiable net assets acquired 395,870,301 18,193,442 414,063,743 Less: Issuance of share capital (Note 11) *** (253,649,900) - (253,649,900) Less: Consideration paid** - (31,928,889) (31,928,889) Net impact on acquisition of entities under common control taken to retained earnings within equity 142,220,401 (13,735,447) 128,484,954
Page 26
Talabat Holding PLC Notes to the condensed consolidated interim financial statements 24 27. Acquisition of subsidiaries under common control (continued) Business combination common control transactions (continued) * This includes the book value of net assets of DH FZ on 24 September 2024, and the net assets of the subsidiaries acquired by DH FZ on 30 September 2024. ** The net cash acquired from the acquisition of subsidiaries under common control (Delivery Hero FZ LLC and Instashop Lt d) amounting to USD 305,911,892 represents cash and cash equivalents received amounting to USD 337,840,781 less the cash paid for the acquisition of Instashop Ltd’s amounting to USD 31,928,889. *** The Company issued share capital to the parent company as a consideration for the acquisition of Delivery Hero FZ LLC subsidiaries. The acquisition of the aforementioned entities is considered as a business combination under common control, which does not fall under IFRS 3 - Business Combination. Accordingly, the acquisition of the aforementioned entities was accounted for prospectively at the book values of the acquiree as at the acquisition date.