Tehmur Malik

Dr.Sultan Al Dosari & Partners Chartered Accountants Member Firm of Grant Thornton International Ltd P.O,Box 206070 | Level 3| Building No 58 Al Muntaza | Doha | Qatar T- F- IBIN Ajayan Group Consolidated Business Valuation Report (Final Draft) Valuation Date: December 31 2019 Private and Confidential Valuation Services Group Dr.Sultan Al Dosari & Partners Chartered Accountants Member Firm of Grant Thornton International Ltd P.O,Box 206070 | Level 3| Building No 58 Al Muntaza | Doha | Qatar Ajayan Mahdi Ajayan M Al Ahbabi Group CEO IBIN Ajayan Group W.L.L Industrial Area, Doha, Qatar October 27 2020 Dear Sir We have pleasure in enclosing a draft copy of our report pursuant to the terms of our engagement mandate. Sources of information Our opinion is as at the date of this report and takes account of financial information provided to us by the Client. We have not sought to carry out a verification of this information. The information contained in this report is based primarily on the audited financial statements of FY 2016, FY 2017, FY 2018, FY 2019, projects in hand & valuation report of fixed assets. Scope of work and limitation In accordance with the engagement mandate, the client engaged Grant Thornton to perform business valuation based on historical results, projects in hand and fixed asset valuation report. Our opinion relies on information and explanations provided by client. Our review of the historical information does not constitute an audit in accordance with Auditing Standards and no verification work has been carried out by us; consequently, we do not express an opinion on the figures included in the report. The scope of our work has been limited both in terms of the areas of the business and operations which we have reviewed and the extent to which we have reviewed them. There may be matters, other than those noted in this report, which might be relevant in the context of the transaction and which a wider scope review might uncover. Taxation We have not been engaged to comment on tax liabilities, if any, which may arise as a result of omissions from, or misrepresentations in, the historical financials. Page # 1 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Private and Confidential Valuation Services Group Dr.Sultan Al Dosari & Partners Chartered Accountants Member Firm of Grant Thornton International Ltd P.O,Box 206070 | Level 3| Building No 58 Al Muntaza | Doha | Qatar Forms of report For your convenience, this report may have been made available to you in electronic as well as hard copy format, multiple copies and versions of this report may therefore exist in different media and in the case of any discrepancy the final signed hard copy should be regarded as definitive. Confidentiality and reliance This report is confidential and has been prepared exclusively for client. It should not be used, reproduced or circulated for any other purpose, in whole or in part, without our prior written consent, such consent will only be given after full consideration of the circumstances at the time. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than our client for our work, our report and other communications, or for any opinions we have formed. We do not accept any responsibility for any loss or damages arising out of the use of the report by the addressee(s) for any purpose. Indicative net business value Description Total assets net Total liabilities net of intercompany of intercompany receivables payables Adjustments Net Assets/ (Liabilities) Related party Trade receivables D E A 25,121,471 B 6,834,938 C = (A - B) 18,286,533 127,318,820 261,692,433 (134,373,613) (16,933,885) Industrial Petrol Station 21,996,632 21,609,403 387,229 Sixth Rent A Car 25,745,193 8,403,407 17,341,786 Capital Taxi 14,978,338 72,544,460 Gulf Services IBIN Ajayan Trading IBIN Auto Mobiles Adjusted Net Revaluation Assets/(Liabilities) F 645,250 G =( C+D+E+F ) 18,931,783 (24,340,161) (4,780,116) (180,427,776) (3,511,327) (966,679) (9,165,196) (13,255,973) (3,441,859) (6,722,440) (57,566,122) (698,474) (255,291) 13,821,529 - - - 7,177,487 (44,698,358) 59,787,021 39,867,438 19,919,583 (11,836,981) (10,504,849) (3,280,793) (5,703,040) QETCO 593,040,855 81,485,611 511,555,244 (71,541,368) (19,774,876) 3,232,074 423,471,074 Total 867,988,330 492,437,690 375,550,640 (107,963,894) (62,564,296) 472,748 205,495,198 General The report is issued on the understanding that the client has drawn our attention to all matters, financial or otherwise, which may have an impact on our report up to the date of signature of this report. Additionally, we have no responsibility to update this report for events and circumstances occurring after this date. Yours sincerely Muhammad Jabran Saroia Partner Page # 2 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Important notice This opinion has been prepared by Grant Thornton pursuant to the terms of valuation mandate assigned by Client to Dr. Sultan Al Dosari & Partners Chartered Accountants (Member Firm of Grant Thornton International Ltd) and is subject to the limitations and restrictions therein contained. In particular, Grant Thornton does not accept any responsibility or liability to anyone, other than the client or the parties entitled to rely on this report , in connection with, or arising out of this document or its content on any basis whatsoever and anyone, other than the client or those parties, who relies on the same, in whole or in part, does so entirely at their own risk. The scope and nature of the work performed by Grant Thornton for the purpose of this document is limited as set out in the duly signed engagement letter. In performing such services and providing this document, Grant Thornton does not assume any responsibility for the client's decision to pursue (or not to pursue) any particular strategy or course of action. Grant Thornton shall have no liability or responsibility to the extent that any information supplied to it or representations made to it, or on the basis of which this document has been prepared, is inaccurate, incomplete or misleading. This document is being supplied to appointing authority solely for the purpose as outlined in the engagement letter and on the understanding that it may not be reproduced, redistributed or passed on, directly or indirectly, to any other person, in whole or in part, for any other purpose without the prior written consent of Grant Thornton. Page # 3 ©2019 Grant Thornton International Ltd. All rights reserved. Glossary CLIENT IBIN Ajayan Group CAPM Capital Asset Pricing Model CAGR Compounded Annual Growth Rate CAPEX Capital Expenditures COD Commercial Operational Date DCF Discounted Cash Flow EBITDA Earnings Before Interest Tax Depreciation & Amortisation EV Enterprise Value GDP Gross Domestic Product GP margin Gross Profit margins Grant Thornton Dr. Sultan Al Dosari & Partners Chartered Accountants KPIs Key Performance Indicators NBV Net Book Value PBIT Profit Before Interest & Tax ROCE Return on Capital Employed Valuation date December 31 2019 WACC Weighted Average Cost of Capital Contents Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Executive Summary Company Overview Overview of Economic Environment Industry Outlook Historical Financial Information Operating Performance Review Valuation Methodologies Valuation Results Section 1 Executive Summary Section 1: Executive Summary Executive Summary Purpose of our valuation Dr. Sultan Al Dosari & Partners Chartered Accountants, Member firm of Grant Thornton International Limited (“Grant Thornton Qatar”) has been appointed as financial advisor to estimate the net business value as at December 31 2019 (“the valuation date”) for the purpose of internal decision making. Valuation date December 31 2019 Basis of valuation Business valuation has been performed on the basis of going concern assumption Valuation methodologies In determining, the appropriate methodology, we have considered the nature of business, stage of maturity and availability of financial data. As per engagement mandate, our valuation is only confined to cost approach to determine the business value of Group Cost Approach-Adjusted Balance Sheet This approach ascribes a value to a business interest, shareholding or intangible asset by using one or more of the methods based on the value of the net assets of a business. The cost approach establishes value based on the cost of reproducing or replacing the asset, less depreciation from physical deterioration and functional and economic obsolescence, if present and measureable. Scope of work Our scope of work includes following tasks; • Understanding of business operations; • Review of historical financial statements for last 4 years; and • Determine the business value through cost approach Page # 4 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 1: Executive Summary Executive Summary Description Total assets net Total liabilities net of intercompany of intercompany receivables payables Adjustments Net Assets/ (Liabilities) Related party Trade receivables D E A 25,121,471 B 6,834,938 C = (A - B) 18,286,533 127,318,820 261,692,433 (134,373,613) (16,933,885) Industrial Petrol Station 21,996,632 21,609,403 387,229 Sixth Rent A Car 25,745,193 8,403,407 Capital Taxi 14,978,338 IBIN Auto Mobiles Adjusted Net Revaluation Assets/(Liabilities) F 645,250 G =( C+D+E+F ) 18,931,783 (24,340,161) (4,780,116) (180,427,776) (3,511,327) (966,679) (9,165,196) (13,255,973) 17,341,786 (3,441,859) (6,722,440) 72,544,460 (57,566,122) (698,474) (255,291) 13,821,529 (44,698,358) 59,787,021 39,867,438 19,919,583 (11,836,981) (10,504,849) (3,280,793) (5,703,040) QETCO 593,040,855 81,485,611 511,555,244 (71,541,368) (19,774,876) 3,232,074 423,471,074 Total 867,988,330 492,437,690 375,550,640 (107,963,894) (62,564,296) 472,748 205,495,198 Gulf Services IBIN Ajayan Trading - - - 7,177,487 Requirements to complete the valuation report    Consolidated business value of QAR 205.495 million. Report is prepared on the basis of audited financial statements provided by the client and after the adjustments made for the revaluation surplus, trade receivables and the netting off of intercompany balances Appendixes of business valuation report. Page # 5 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 2 Company Overview Section 2: Company Overview Organizational Structure IBIN Ajayan Group Chairman Chief Executive Officer Automotive and Transport Division Human Resources & Administration Finance Legal Information Technology Leadership and Management Name Designation Mohammad Mahdi Al Ahbabi Chairman Ajayan Mahdi Al Ahbabi Group Chief Executive Officer Saad Khan Head of Finance Shyju Sebastian Head of Automotive Division Dan Croitoru Head of Transport Division Mazen Zbib Head of Information Technology Page # 6 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 3 Overview of Economic Environment Section 3: Overview of Economic Environment IBIN Ajayan Group Overview of Economic Environment Real GDP Growth Rate Comments 2.9  2.8 2.7 2.65 2.55  2019 2020 2021 2022 2023  Population 2,860,000 2,850,000  2,840,000 2,830,000  2,820,000 2,810,000 2,800,000  2,790,- 2020 2021 2022 2023 Inflation  -  - 2020 2021 2022 According to the Finance Minister, Qatar’s economy is registering robust growth despite the ongoing blockade by neighbouring Gulf nations and Egypt. Qatar’s economic market driver is the non-oil sector, which relies mainly on significant investments in infrastructure, especially education, health, transportation and construction required for hosting the 2022 FIFA World Cup. The International Monetary Fund (IMF) predicts overall real GDP growth rate of 3.1% in 2019 supported by robust non-hydrocarbon growth and recovery in oil and gas production. During the period-, real GDP growth rate of approximately 2.7% annually is projected, underpinned by still significant public infrastructure spending, expansion of liquid natural gas production, and hosting of the 2022 FIFA World Cup. The current account surplus is projected at about 7% of GDP in 2019. Qatar Central Bank’s foreign exchange reserves are expected to increase further, reaching about US$ 36 Billion in 2019. According to the Oxford Business Group, in 2019, Qatar’s second National Development Strategy 201822, launched in March 2018, is expected to come increasingly to the fore. One key strategy area is foreign direct investment, with the government recognising the importance of private sector participation in the development of economic infrastructure. Qatar’s authorities plan to introduce the value added tax (VAT towards 2019end or early 2020, which is expected to marginally elevate prices upon implementation. Based on the directives from HH the Amir, the 2019 budget was designed to achieve efficiency in current expenditure while maintaining the necessary allocations for the completion of major approved projects that contribute to the sustainable development targets of Qatar 2030 Vision. The budget also focuses on new housing areas for nationals, enhancing food security projects, establishment of infrastructure and facilities in free zones, special economic zones, and industrial and logistics zones. 2023 Page # 7 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 4 Industry Overview Section 4: Industry Overview IBIN Ajayan Group Qatar Automotive Industry Outlook Comments         The automotive manufacturing industry comprises of the production of passenger vehicles, commercial vehicles, motorcycles, accessories and spare parts. Qatar has the highest human development index amongst the Arab countries. With considerable demand for vehicles emanating from oil as well as non-oil sectors. The Government of Qatar is also focusing on boosting the country’s tourism industry, which is catapulting demand for commercial buses in the country. According to the ‘Qatar National Vision 2030’, the Government of Qatar is aiming at transforming Qatar into a leading urban settlement by 2030, which would result in continuing growth in construction activities in the country, thereby propelling the demand for vehicles over the next decade. The number of passenger cars in use in Qatar is expected to reach about 912,000 units by 2020, registering the highest annualised growth of 5.4% in the Gulf Co-operation Council (GCC) region, according to Alpen Capital. The number of passenger cars in use in Qatar is projected to account for about 7% of the GCC car fleet in 2020. Quoting an International Monetary Fund forecast that Qatar's population is set to grow at a CAGR of 3.1% between 2015 and 2020, Alpen Capital said an increasing population base is expected to further support demand for automobiles in the country. Qatar Vehicle market struggled in 2019, signing the 5th consecutive year of decline and falling below 50,000 units, the half of the all-time record established in the 2014. Sales fell down for three consecutive years losing the half of 2014 volume and landing at 54.28 units in 2017, losing a huge 25.6% In 2018 the market fell down again. Indeed, the year has signed the fourth negative annual score in a row, ending with sales down 6.3%. Moreover, the market has closed with registration at 50.757 almost half of 2014 all time record. In 2019 the market was again negative, ending the year at 49,861 registrations, down 1.8%.      Growth in automobile sector will be supported by an expected increase in population and tourist arrivals in the build-up to the mega football event in 2022. The government is investing $200bn on infrastructure projects to prepare itself for hosting the mega event. Additionally, the government is developing the National Museum of Qatar, beaches, shopping malls, and entertainment facilities to attract an estimated 7 million tourists by 2030. Such factors act as demand catalyst for vehicle sales in the country. Public transportation projects like Qatar Rail directly affect the automobile industry by providing an alternative means of transport to the local population and tourists. Public transportation projects like Qatar Rail would directly affect the automobile industry by providing an alternative means of transport to the local population and tourists. The Transportation (and Communications) sector is allocated US$ 4.5 Billion (QR16.4bn), which is 7.9% of the total expenditure in 2019. Most of the allocations are likely to be towards the Rail project, Doha Metro. There are also funds assigned to Qatar Public Transportation Program, which is expected to cost US$ 0.8 Billion (QR3bn) in-. The main transportation projects under construction include the Rail – Doha Metro (allocations of US$ 3.3 Billion (QR12bn)), Lusail Light Train and Qatar Public Transportation Program. One of the primary drivers of the automobile industry is the availability of low-cost fuel. However, oil base economies including that of Qatar has started to raise prices in an effort to reduce subsidies. Removal of subsidies on petrol prices will lead to higher cost of vehicle ownership. Rising fuel prices coupled with the option of public transport and taxi-hailing services will lead to a decrease in attractiveness of car ownership. Page # 8 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 4: Industry Overview IBIN Ajayan Group Qatar Automotive Industry Outlook Comments     Economic uncertainty due to various global events e.g. US-China trade war and regional economic downturn will adversely affect automobile industry as consumers postpone purchasing decisions, forcing firms to increase their marketing & promotional budgets to increase showroom traffic. The automobile sector outlook is moderately positive with significant changes expected going forward. The two primary themes driving the automobile sector will be environment-friendly fuel-efficient cars and focus on local manufacturing of vehicle components. Shifting consumer preferences, climate-related policies and advancements in technology are driving the demand for environment-friendly, fuel-efficient and smart vehicles. The first plant for the production of electric cars in Qatar is planned to be built on an area of 6 sq. km, with an estimated cost of about $9bn. The full production capacity of the plant will be reached after 7 years, with 12 production lines running 24 hours a day. The initial production capacity of the plant will reach 500,000 cars till 2025, to reach 1 million cars by 2035. Electric cars will significantly reduce carbon emissions, and help in preserving the environment and limit climate change. The first car will be launched in conjunction with the FIFA World Cup Qatar 2022 and it will be named Katara (The Peninsula Qatar, 2018). The demand in Qatar is limited given the market size; therefore, local manufacturing plants will be expected to serve the GCC region as well. Access to regional markets will be determined by the resolution of political disputes amongst the GCC members and any such development in this regard will be a boon to the automobile sector.  Competition in the Qatar automobile market is expected to intensify as the market moves towards maturity. That means pricing wars will drive transaction prices down and lead to constant re-adjustment of after sales package prices (regular maintenance and servicing, parts etc.) in line with competition. The market is characterized by relatively low price elasticity in demand, underdeveloped public transportation network and lack of alternative fuels means that recent fuel price increases are not likely to have a significant impact on the industry. But as new vehicle sales are expected to remain moderately positive in the medium term, automotive companies will look for alternative profit sources. There are still several untapped areas, which offer significant profit margins but will require more effort in order to reap them. Such opportunities include used car sales, F&I (finance and insurance) as well as car accessories ( Bielski, 2017). Page # 9 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 4: Industry Overview IBIN Ajayan Group Qatar Petroleum Industry Outlook Comments  In Qatar, the petrol station industry has been dominated by Qatar Fuel , therefore, its key operational details are used to assess the volume of consumption and size of industry. PETROL STATION NETWORK GROWTH TREND Fixed Mobile 23 - 65 FY2017 FY2018 88 101 FY2019 FY2020 FUEL SALES VOLUME TRENDS-BILLION LITERS Diesel Gasoline Jet Fuel 4.5 4.9 5.2 2.5 3 2.6 2.8 2.6 2.6 FY2017 FY2018 FY2019 Average sale price per liter- Q1FY19 Q2FY19 Diesel sale price Q3FY19 Q4FY19 Gasoline sale price Page # 10 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 4 Historical Financial Information Gulf Services & Cleaning Company W.L.L. Historical Financial Information Section 4: Historical Financial Information Profit and Loss Statement Gulf Services and Cleaning Company W.L.L Profit and Loss Statement Audited 2016 QAR Revenue Cost of sales Gross profit % Gross Profit margin Other income Staff Cost Group Sharing Expenses General and administrative expenses Operating Profit (EBITDA) EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin Audited 2017 QAR - Audited 2018 QAR - Audited 2019 QAR - - 0.00% 0.00% 0.00% 0.00% (5,000) (5,000) (7,720) (7,720) (12,070) (12,070) (19,250) (19,250) 0.00% 0.00% 0.00% 0.00% (5,000) (5,000) (7,720) (7,720) (12,070) (12,070) (19,250) (19,250) 0.00% 0.00% 0.00% 0.00% Profitability Graph 100% 80% 60% 40% 20% 0% 2016 2017 Gross Profit margin 2018 EBITDA margin 2019 Net profit margin Comments    Company has been remained dormant for last ten (10) years, therefore, gross profit, EBITDA and net profit margins registered zero results during the FY16 to FY19. Company has only been recognized audit fee and other miscellaneous expenses in the accounting records. Ownership has been kept this entity legally alive to fulfil the visa requirements for required human resources for other entities in the Group. ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Page # 11 Section 4: Historical Financial Information Balance Sheet Gulf Services and Cleaning Company W.L.L Balance Sheet Audited 2016 QAR Non Current Assets Property plant and equipment Intangible assets Current Assets Trade and other receivables Cash and Bank balances Total Assets Equity and Liabilities Head office funds Share Capital Revalutation Surplus Share holders current account Retained Earnings /Losses Non Current Liabilities Employees end of service benefits Current Liabilities Trade & Payables Current portion of borrowings Total Liabilities Total Equity and Liabilities Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR Comments 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000 13,019,519 1,201 13,020,720 31,020,720 13,019,519 1,201 13,020,720 31,020,720 13,007,449 1,201 13,008,650 31,008,650 13,008,329 1,201 13,009,530 31,009,530 2016 QAR 2017 QAR 2018 QAR 2019 QAR 15,732,177 15,732,177 200,000 15,484,618 47,559 (7,720) 15,724,457 200,000 15,484,618 47,559 (7,553,965) 8,178,212 200,000 15,484,618 47,559 (7,573,215) 8,158,962 - - 15,288,543 15,288,543 15,288,543 31,020,720 15,296,263 15,296,263 15,296,263 31,020,720 22,830,438 22,830,438 22,830,438 31,008,650 22,850,568 22,850,568 22,850,568 31,009,530 Total non-current assets averaging 58% of total assets during FY16 to FY19. Property and equipment includes only land at fair value of QAR 18 million. The land is registered in the name of the Shareholders which will be transferred in the name of the Company in due course of time. Total current assets averaging 42% of total assets during FY16 to FY19. Trade receivables comprising of Qatar Express Transport Company at QAR 5.888 million in FY 19 and relatives of shareholders at QAR 7.117 million in FY 19. Company recognized revaluation surplus on Land at QAR 15,484,618 in FY17. It can only be transferred to retained earnings upon disposal of aforesaid asset. Trade and other payables are accounted for 74% of total liabilities and equity as of December 31 2019. Trade payables is mainly comprising of payables to shareholder Mr Ajayan Mahdi Ajayan M Al Ahbabi at QAR 6.664 million, Ibin Ajayan trading at QAR 7.534 million, Ibin Ajayan Automobiles WLL at QAR 5.825 million and Industrial Area Petrol Station at QAR 2.656 million. Page # 12 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential IBIN Ajayan Trading Company Historical Financial Information Section 5: Historical Financial Information Profit and Loss Statement IBIN Ajayan Trading Company W.L.L. Historical Financial Performance Audited 2016 QAR Revenue Cost of sales Gross profit % Gross Profit margin Other income Staff Cost General and administrative expenses Operating Profit (EBITDA) EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin 168,594,271 (141,527,566) 27,066,705 Audited 2017 QAR Audited 2018 QAR 112,445,020 (80,434,408) 32,010,612 Audited 2019 QAR 79,177,154 (64,327,943) 14,849,211 38,765,265 (28,052,839) 10,712,426 16.05% 28.47% 18.75% 27.63% 7,543,848 (6,574,767) (4,171,440) 23,864,346 6,664,123 (8,644,904) (6,103,224) 23,926,607 1,612,162 (4,125,329) (2,287,803) 10,048,241 1,428,375 (3,350,398) (2,257,312) 6,533,091 14.15% 21.28% 12.69% 16.85% (940,340) 22,924,006 (6,988,138) 15,935,868 (15,023,437) 8,903,170 (12,267,974) (3,364,804) (1,023,771) 9,024,470 (4,373,016) 4,651,454 (851,017) 5,682,074 (10,251,868) (4,569,794) 9.45% -2.99% 5.87% -11.79% Profitability Margin 50.00% 0.00% 2016 2017 2018 2019 -50.00% % Gross Profit margin EBITDA margin Net profit margin Comments Revenue  Revenue mainly includes trading of vehicles and spare parts.  Revenue generated from key contracts named as Sea shore engineering, HBK Contracting, Ayyan Leasing, Ministry of Municipality, Rabban Ready Mix, Outlook contracting and Ministry of Defense.  Revenue decreased by 77% from QAR 168.594 in FY16 million to QAR 38.765 million in FY19 due to new competitors and declining trend of the overall economy of the country. Profitability Margins  Gross profit margin was remained steady at 16.05% in FY16, 28.47% in FY17 and 18.75% in FY18. However, GP margin significantly increased from FY18 at 18.75% to FY19 at 27.63% mainly because of major decrease in cost of sales by 57% in relation to last year.  EBITDA margin was remained steady at 14% in FY16, 21% in FY17, 12% in FY18 and 17% in FY19. Increase in FY19 is due to the decrease in staff cost and G&A expenses during the year.  Net Profit margin was remained steady at 9% in FY16, (2)% in FY17, 6% in FY18 but fall significantly in FY19 because of the major increase in the finance cost by 134% from QAR 4.37 million in FY18 to QAR 10.25 million in FY19. Page # 13 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 5: Historical Financial Information Balance Sheet IBIN Ajayan Trading Company W.L.L. Historical Financial Position Audited 2016 QAR Non Current Assets Property plant and equipment Intangible assets Current Assets Inventories Trade and other receivables Cash and Bank balances Total Assets Equity And Liabilities Share Capital Statutory reserve Revalutation Surplus Retained Earnings /Losses Non-Current Liabilities Loan from Shareholder Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Total Liabilities Total Equity & Liabilities Audited 2017 QAR Restated 2018 QAR Audited 2019 QAR 11,675,861 1 11,675,862 10,981,539 1 10,981,540 9,849,477 1 9,849,478 8,997,760 1 8,997,761 54,150,748 305,420,437 4,820,884 364,392,069 376,067,931 45,193,193 285,109,447 1,694,717 331,997,357 342,978,897 38,546,213 190,826,081 851,695 230,223,989 240,073,467 39,767,638 182,965,549 2,653,723 225,386,910 234,384,671 2016 QAR 2017 QAR 200,000 100,000 1,876,850 57,845,456 60,022,306 200,000 100,000 1,876,850 60,925,108 63,101,958 200,000 100,000 1,876,850 (46,559,473) (44,382,623) 200,000 100,000 1,876,850 (51,329,267) (49,152,417) 60,000,000 802,456 84,053,515 144,855,971 60,000,000 1,008,393 127,515,684 188,524,077 60,000,000 1,030,304 90,901,220 151,931,524 60,000,000 882,076 90,901,220 151,783,296 48,029,698 123,159,956 171,189,654 316,045,625 376,067,931 33,073,843 58,279,019 91,352,862 279,876,939 342,978,897 54,591,032 77,933,534 132,524,566 284,456,090 240,073,467 35,635,808 96,117,984 131,753,792 283,537,088 234,384,671 2018 QAR 2019 QAR Comments Total non-current assets decreased by 23% from QAR 11.675 million in FY16 to QAR 8.99 million in FY19. The decrease was mainly driven from depreciation of operating assets. Total non-current assets averaging 4% of total assets as of December 31 2019. Total current assets decreased by 38% from QAR 364.392 million in FY16 to QAR 225.386 million in FY19. This is due to gradual decease in inventory and trade receivables. Total current assets averaging 96% of total assets as of December 31 2019. Outstanding loan is QAR 247 million. It consists of QAR 60 million due to shareholder and QAR 187 million in the form of other borrowings. Total borrowings are 87% of the total liabilities as at 31 Dec 2019. Total loan balance of QAR 247 million as of December 31 2019 which may be settled either through operating cash flows of the company or financial resources of head office. Trade payables of QAR 35.635 million will also be settled by head office. Retained earnings remain steady at QAR 57.845 million FY16, QAR 60 million FY17. During the audit for the year ending 2019 auditors made retrospective adjustments in the related party balances which consequently lead to the negative retained earnings i-e QAR (46.55) million FY18 and QAR (51.32) million FY19. Page # 14 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Industrial Petrol Station Historical Financial Information Section 5: Historical Financial Information Profit and Loss Statement Industrial Petrol Station W.L.L. Historical Financial Performance Revenue Cost of sales Gross profit % Gross Profit margin Other income Staff Cost General and administrative expenses Operating Profit (EBITDA) EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin Audited 2016 QAR 85,505,072 (81,941,417) 3,563,655 Audited 2017 QAR 70,227,028 (67,721,381) 2,505,647 Audited 2018 QAR 116,885,252 (113,529,515) 3,355,737 Audited 2019 QAR 86,608,027 (83,812,135) 2,795,892 4.17% 3.57% 2.87% 3.23% 2,211,301 (1,237,353) (571,825) 3,965,778 1,534,100 (513,201) (300,109) 3,226,437 1,973,000 (616,150) (221,747) 4,490,840 1,920,350 (621,555) (208,932) 3,885,755 4.64% 4.59% 3.84% 4.49% (432,818) 3,532,960 3,532,962 (382,588) 2,843,849 2,843,849 (382,540) 4,108,300 (237,525) 3,870,775 (379,523) 3,506,232 (314,516) 3,191,716 4.13% 4.05% 3.31% 3.69% Profitability Margins 6% 4% 2% 0% 2016 2017 Gross Profit margin EBITDA margin 2018 Net profit margin 2019 Comments Revenue  Major source of revenue is from the sale of Petrol and Diesel.  Revenue generated from key contracts named as Space trading, Alhamadi Corporation., Al Mufta Carpentry and QETCO.  Revenue increased by 23% from FY16 to FY17, 66% from FY17 to FY18 and decreased by 26% in FY19 in relation to corresponding period last year. Profitability margins  Gross profit margins remained steady in FY16 at 4.17%, FY17 at 3.57%, FY18 at 2.87% and FY19 at 3.23%.  EBITDA margins remained steady in FY16 at 4.64%, FY17 at 4.59%, FY18 at 3.84% and FY19 at 4.49%. The slight decline in EBITDA in FY18 is mainly driven from increase in cost of sales, staff cost and G&A expenses.  Net profit margins remained steady in FY16 at 4.13%, FY17 at 4.05%, FY18 at 3.31% and FY19 at 3.69%.  Other income in FY16 at QAR 2.211 million, FY17 at QAR 1.534 million, FY18 at QAR 1.973 million and FY19 at QAR 1.920 million. The aforesaid income is one of the key reasons to keep EBIDTA and net profit margins steady and reasonable in the highly competitive market.  Finance cost is QAR .237 million in 2018 and QAR 0.314 million is presented and disclosed in FY19. Page # 15 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 5: Historical Financial Information Balance Sheet Industrial Petrol Station W.L.L. Historical Financial Position Audited 2016 QAR Non Current Assets Property plant and equipment Intangible assets Current Assets Inventories Trade and other receivables Cash and Bank balances Total Assets Equity & Liabilities Head office funds Share Capital Statutory reserve Share holders current account Retained Earnings /Losses Non Current Liabilities Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Total Liabilites Total Equity & liabilities Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR Comments Total non-current assets decreased by 9% from QAR 10.324 million in FY16 to QAR 9.179 million in FY19. The decrease was mainly driven from depreciation of operating assets. Non-current assets are 12% of total assets as of December 31 2019. 10,324,569 1 10,324,570 9,941,981 1 9,941,982 9,559,441 1 9,559,442 9,179,919 1 9,179,920 260,906 34,761,196 4,477,489 39,499,591 49,824,161 324,911 41,031,786 300,460 41,657,157 51,599,139 235,516 48,246,158 715,433 49,197,107 58,756,549 194,929 66,416,328 234,670 66,845,927 76,025,847 2016 QAR 2017 QAR 2018 QAR 2019 QAR Total loan balance decreased from QAR 7.163 million in FY16 to QAR 3.593 million in FY19. 13,975,920 13,975,920 1,000,000 284,385 13,948,836 2,559,464 17,792,685 1,000,000 500,000 13,948,836 6,214,624 21,663,460 1,000,000 500,000 9,406,340 10,906,340 Loan balance of QAR 3.593 million as of December 31 2019, will be settled either through additional debt financing or financial resources of head office. 80,219 2,127,799 2,208,018 129,704 1,395,556 1,525,260 137,758 137,758 152,757 3,593,562 3,746,319 28,604,152 5,036,071 33,640,223 35,848,241 49,824,161 27,455,288 4,825,906 32,281,194 33,806,454 51,599,139 35,429,774 1,525,557 36,955,331 37,093,089 58,756,549 61,373,188 61,373,188 65,119,507 76,025,847 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Total current assets increased by 69% from QAR 39.499 million in FY16 to QAR 66.845 million in FY19. The increase in current assets is mainly triggered from significant increase in trade and other receivables. Current assets are 88% of total assets as of December 31 2019. Trade payables are 94% of total liabilities as of December 31 2019. Trade payables in FY16 at QAR 28.604 million, FY17 at QAR 27.455 million, FY18 at QAR 35.429 million and FY19 at QAR 61.373 million. The aforesaid trade payables will also be settled by head office because of the existing poor liquidity position of Company. Business operations of Company remained in profits during the FY16 to FY19, therefore, accumulated profits registered at QAR 9.406 million as of December 31 2019. Page # 16 Sixth Rent A Car W.L.L. Historical Financial Information Section 5: Historical Financial Information Profit and Loss Statement Sixt Rent A Car W.L.L. Historical Financial Performance Revenue Cost of sales Gross profit % Gross Profit margin Other income Staff Cost General and administrative expenses Operating Profit (EBITDA) EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin Audited 2016 QAR 9,829,464 (8,819,996) 1,009,468 Audited 2017 QAR 7,147,247 (4,386,293) 2,760,954 Audited 2018 QAR 12,074,824 (7,646,206) 4,428,618 Audited 2019 QAR 10,468,702 (7,462,485) 3,006,217 10.27% 38.63% 36.68% 28.72% 2,618,565 (2,134,988) (3,653,165) (2,160,120) (1,330,886) (1,438,495) (8,427) 64,801 (1,859,864) (2,148,202) 485,353 537,679 (1,643,285) (1,889,789) 10,822 -21.98% -0.12% 4.02% 0.10% (82,679) (2,242,799) (747,766) (2,990,563) (68,760) (77,187) (684,112) (761,299) (99,041) 386,312 (1,303,785) (917,473) (96,114) (85,292) (766,508) (851,800) -30.42% -10.65% -7.60% -8.14% Profitability Margins 60% 40% 20% 0% -20% 2016 2017 2018 2019 -40% % Gross Profit margin EBITDA margin Net profit margin Comments Revenue  Revenue generated from key Customers named Muntajat Q.J.S.C., Qatari Diar, Doka Qatar W.L.L., Astad Project Management, Al Jaber Heavy lift, Qatar Financial center, Don Construction Product, Mitito Qatar W.L.L., Embassy of Germany, Challenger Rent A Car. Revenue decline from QAR 12 million in FY18 to QAR 10.4 million in FY19 mainly because of decrease in market demand. Profitability margins  Gross profit margin was significantly increase from 10.27% in FY16, to 38.63% in FY 17 and thereafter it remained steady at 36.68% in FY18. However, it declined from FY18 at 36.68% to FY19 at 28.72% mainly because of decline in revenues.  Company took necessary measures to control staff cost and general & administrative expenses during the period FY17 to FY19, therefore, EBITDA remained positive in FY18 at 4.02% and FY19 at 0.10%.  Net profit margin was remained negative in FY16 at 30.42%, FY17 at 10.65%, FY18 at 7.60% and FY19 at 8.51%, mainly because of finance cost and deprecation expenses. Page # 17 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 5: Historical Financial Information Balance Sheet Sixth Rent A Car W.L.L Balance Sheet Audited 2016 QAR Non Current Assets Property plant and equipment Intangible assets Long-term Deposits Current Assets Trade and other receivables Prepayments Cash and Bank balances Total Assets Equity And Liabilities Head office funds Share Capital Share holders current account Retained Earnings /Losses Non-Current Liabilities Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Total Liabilites Total Equity & Liabilities Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR Comments 12,024,438 1 12,024,439 13,228,327 1 13,228,328 12,188,088 29,103 50,000 12,267,191 10,350,580 21,826 50,000 10,422,406 Total non-current assets decreased by 14% from QAR 12.024 million in FY16 to QAR 10.350 million in FY19. The decrease was mainly driven from depreciation of operating assets. Total non-current assets 50% of total assets as of December 31 2019. 16,103,006 574,734 16,677,740 28,702,179 14,540,825 307,577 14,848,402 28,076,730 13,275,436 571,300 184,065 14,030,801 26,297,992 14,853,255 625,837 209,303 15,688,395 26,110,801 Total current assets decreased by 6% from QAR 16.677 million in FY16 to QAR 15.68 million in FY19. Total current assets averaging 60% of total assets as of December 31 2019. 2016 QAR 2017 QAR 2018 QAR 2019 QAR Total loan balance decreased from QAR 1.939 million in FY16 to QAR 0.745 million in FY19. Loan balance of QAR 0.745 million as of December 31 2019, will be settled in the next financial year. 14,476,185 (14,471,648) 4,537 200,000 (5,432) (761,299) (566,731) 200,000 (250,699) (1,678,772) (1,729,471) 200,000 (2,530,572) (2,330,572) 347,818 1,130,548 1,478,366 390,607 1,884,245 2,274,852 450,249 754,427 1,204,676 396,349 396,349 Trade payables in FY16 at QAR 24.573 million in FY16, FY17 at QAR 25.238 million, FY18 at QAR 25.637 million and FY19 at QAR 2.299 million. will also be settled by head office because of the existing poor liquidity position of Company. 24,573,575 2,645,703 27,219,278 28,697,644 28,702,181 25,238,062 1,130,547 26,368,609 28,643,461 28,076,730 25,637,353 1,185,434 26,822,787 28,027,463 26,297,992 27,299,255 745,769 28,045,024 28,441,373 26,110,801 Business operations of Company remained in losses during the FY16 to FY19, therefore, accumulated losses registered at QAR 2.530 million as of December 31 2019. Trade payables are 95% of total liabilities as of December 31 2019. Page # 18 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Capital Taxi & Limousine W.L.L. Historical Financial Information Section 5: Historical Financial Information Profit and Loss Statement Capital Taxi and Limousine W.L.L Profit and Loss Statement Audited 2016 QAR Revenue Cost of sales Gross profit Gross Profit margin Other income Staff Cost General & admin expenses EBITDA EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin Audited 2017 QAR 22,012,153 (15,329,131) 6,683,-% 352,820 (4,771,781) (2,806,861) (542,800) -2.47% (16,525,780) (17,068,580) (4,819,603) (21,888,183) -99.44% Audited 2018 QAR 9,301,307 (8,352,087) 949,-% 716,680 (2,015,187) (1,440,169) (1,789,456) -19.24% (10,746,110) (12,535,566) (1,974,147) (14,509,713) -156.00% Audited 2019 QAR 10,474,977 (10,576,769) (101,792) -0.97% 1,208,745 (2,813,988) (3,516,143) (5,223,178) -49.86% (3,306,209) (8,529,387) (11,229,412) (19,758,799) -188.63% 11,351,722 (3,956,159) 7,395,-% 382,212 (4,210,898) (3,061,424) 505,453 4.45% (3,171,713) (2,666,260) (3,260,203) (5,926,463) -52.21% Profitability Graph 200% 0% 2016 2017 2018 2019 -200% -400% Gross Profit margin EBITDA margin Net profit margin Comments  Company’s EBITDA margin remained negative -2% in FY16, -19% in FY17 and -49.86% in FY18 because of stiff competition, blockade, major discrepancy in the assumptions of original business plan and feasibility study of Taxi services resulted huge accumulated losses and caused liquidity problems for the Group to sustain the business operations of Taxi segment. The high debt servicing cost also make it difficult for the company management to continue business in the prevailing conditions of economy and industry in the State of Qatar. Mowasalat reduce franchise fee from QAR 9.4 million in FY18 to QAR 2.8 million in FY19, therefore, Company registered gross profit margin 65.15% in FY19 which eventually improve the EBITA and net profit (loss) margins in FY19.  In this context, ownership and management of the Company has decided to liquidate the company after the expiry of franchise contract with Mowasalat in the month of October 2020. ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Page # 19 Section 5: Historical Financial Information Balance Sheet Capital Taxi and Limousine W.L.L Balance Sheet Audited 2016 QAR Non Current Assets Property plant and equipment Intangible assets Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 32,085,568 1,250,000 33,335,568 15,873,573 650,000 16,523,573 12,567,364 50,000 12,617,364 9,382,866 9,382,866 Assets held for sale Total Assets 10,216,731 222,712 10,439,443 43,775,011 11,274,433 128,003 11,402,436 27,926,009 10,930,758 220,451 11,151,209 23,768,573 23,494,549 23,259 23,517,808 14,419 32,915,093 Equity And Liabilities Head office funds Share Capital Share holders current A/C Retained Earnings /Losses (11,367,617) - 200,000 (12,696,222) (14,509,713) 200,000 (10,381,101) (34,268,512) 200,000 (40,194,975) (11,367,617) (27,005,935) (44,449,613) (39,994,975) 699,617 699,617 720,057 28,530,857 29,250,914 748,635 748,635 892,691 892,691 7,774,319 46,668,693 54,443,012 55,142,629 43,775,012 9,345,758 16,335,272 25,681,030 54,931,944 27,926,009 18,029,451 49,440,100 67,469,551 68,218,186 23,768,573 22,577,277 49,440,100 72,017,377 72,910,068 32,915,093 Current Assets Trade and other receivables Cash and Bank balances Non-Current Liabilities Employees end of service benefits Borrowings (Non Current) Current Liabilities Trade & Payables Borrowings (Current) Total Liabilites Total Equity & Liabilities Comments Total non-current assets decreased by 61% from QAR 33.335 million in FY16 to QAR 12.567 million in FY18. The decrease was mainly driven from depreciation of operating assets. Non current assets are shown as current assets due to liquidation basis of accounting used for the year ending December 30, 2020 Total current assets increased by 66% from QAR 10.439 million in FY16 to QAR 32.915 million in FY19. The increase was primarily driven from offsetting of related party receivables and payables balances and the reclassification of non current assets as of December 31 2019. Total current assets averaging 53% of total assets during FY16 to FY19. Company obtained loan of QAR 90 million which was parked initially in the head office books and later through restructuring the residual balance of loan was recognized in the books of accounts of Company in FY17. Loan balance of QAR 49,440,101 as of December 31 2019, will be settled either through additional debt financing or financial resources of head office. Trade payables of QAR 55.57 million will also be settled by head office because of the existing poor liquidity position of Company. Accumulated losses of QAR 40.194 million constitutes one of the main reason for the decision to liquidate the company in October 2020. Page # 20 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential IBIN Ajayan Auto Mobiles Historical Financial Information Section 5: Historical Financial Information Profit and Loss Statement IBIN Ajayan Automobiles W.L.L Historical Financial Performance Revenue Cost of sales Gross profit % Gross Profit margin Other income Staff Cost General & admin expenses Operating Profit (EBITDA) EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin Audited 2016 QAR 35,547,008 (24,697,967) 10,849,-% 2,488,462 (5,680,855) (3,187,138) 4,469,-% (407,111) 4,062,399 (2,129,306) 1,933,093 5.44% Audited 2017 QAR 14,331,858 (9,572,763) 4,759,-% 872,613 (2,262,271) (1,868,978) 1,500,-% (306,768) 1,193,691 (134,344) 1,059,347 7.39% Audited 2018 QAR 18,397,236 (12,283,430) 6,113,-% 1,143,147 (3,051,138) (1,569,862) 2,635,-% (394,155) 2,241,798 (999,816) 1,241,982 6.75% Audited 2019 QAR 11,184,565 (6,638,617) 4,545,-% 941,433 (2,563,353) (1,605,526) 1,318,-% (315,535) 1,002,967 (973,495) 29,472 0.26% Profitability Margin 60% 40% 20% 0% 2016 2017 % Gross Profit margin 2018 EBITDA margin 2019 Net profit margin Comments Revenue  Revenue includes sales of SKODA & SEAT cars, sales of Automobiles spare parts and automobile repair and maintenance services.  Revenue decrease from QAR 18.397 million in FY18 to QAR 11.184 million in FY19 mainly triggered because of decline in market demand. Profitability Margins  Gross profit margin was remained steady at 31% in FY16, 33% in FY 17, 33% in FY18 and 41% in FY19.  EBITDA margin was remained steady at 13% in FY16, 10% in FY 17 and 14% in FY18 and 12% in 2019.  Net profit margin was remained steady at 5% in FY16, 7% in FY 17 and 7% in FY18. However, it declined significantly from FY18 at 7% to FY19 at 0.26% mainly driven from decrease in revenue from QAR 18.397 million in FY18 to QAR 11.184 million in FY19 Page # 21 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 5: Historical Financial Information Overview of Historical Financial Information IBIN Ajayan Automobiles W.L.L. Historical Financial Position Audited 2016 QAR Non Current Assets Property plant and equipment Intangible assets Current Assets Inventories Trade and other receivables Cash and Bank balances Total Assets Equity And Liabilities Head office funds Share Capital Statutory reserve Share holders current A/C Retained Earnings /Losses Non-Current Liabilities Employees end of service benefits Current Liabilities Trade & Payables Current portion of borrowings Total Liabilities Total Equity & Liabilities Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 5,924,865 9,900 5,934,765 5,818,061 33,555 5,851,616 5,447,210 18,663 5,465,873 5,149,568 3,770 5,153,338 7,265,150 86,875,892 3,226,341 97,367,383 103,302,148 11,323,063 90,825,465 3,289,032 105,437,560 111,289,176 5,829,126 101,903,855 100,148 107,833,129 113,299,002 7,222,644 104,553,523 32,876 111,809,043 116,962,381 2016 QAR 2017 QAR 2018 QAR 2019 QAR 60,792,279 11,060,696 71,852,975 200,000 100,000 74,058,799 959,347 75,318,146 200,000 100,000 71,733,313 2,201,329 74,234,642 200,000 100,000 2,230,801 2,530,801 692,365 692,365 672,139 672,139 734,866 734,866 544,345 544,345 30,488,139 268,669 30,756,808 31,449,173 103,302,148 35,298,891 35,298,891 35,971,030 111,289,176 31,753,810 6,575,684 38,329,494 39,064,360 113,299,002 107,041,758 6,845,477 113,887,235 114,431,580 116,962,381 Comments Total non-current assets decreased by 13% from QAR 5.924 million in FY16 to QAR 5.149 million in FY19. The decrease was mainly driven from depreciation of operating assets. Total non-current assets averaging 5% of total assets as of December 31 2019. Total current assets increased by 15% from QAR 97.367 million in FY16 to QAR 111.809 million in FY19. Increase is mainly driven due to increase in receivables from related parties. Total current assets averaging 96% of total assets as of December 31 2019. Trade and other receivable increased by 20% from QAR 86.875 million in FY16 to QAR 104.553 million in FY19. Trade receivables averaging 94% of total current assets as of December 31, 2019. Current liabilities represent 99% of total liabilities as of December 31, 2019. Current liabilities mainly consists of trade payables which are due to related parties. Accounts payables accounted for 94% of current liabilities as of FY19. Total retained earnings decreased by 80% from QAR 11.060 million in FY16 to QAR 2.230 million in FY19 mainly because of declining trend in profitability margins of the Company. Shareholders current account of QAR 71.733 million adjusted in the retained earning of IBIN trading in the year ending December 2019 Page # 22 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Qatar Express Transport Company W.L.L. Historical Financial Information Section 5: Historical Financial Information Profit and Loss Statement Qatar Express Transport Company W.L.L. Profit and Loss Statement Revenue Cost of sales Gross profit % Gross Profit margin Other income Staff Cost General and administrative expenses Operating Profit (EBITDA) EBITDA margin Depreciation and amortization EBIT Finance cost Profit after taxation (PAT) Net profit margin Audited Audited Audited Audited 2016 QAR 2017 QAR 2018 QAR 2019 QAR 58,360,623 (21,794,585) 36,566,038 28,129,528 (13,314,198) 14,815,330 45,435,949 (16,068,055) 29,367,894 41,373,544 (20,706,045) 20,667,499 62.66% 52.67% 64.64% 49.95% 33,749,689 (4,976,086) (2,707,557) 62,632,084 15,030,217 (1,018,594) (2,003,557) 26,823,396 2,806,970 (690,580) (2,385,807) 29,098,477 482,883 (2,747,726) 18,402,656 107.32% 95.36% 64.04% 44.48% (38,337,448) 24,294,636 (8,128,922) 16,165,714 (14,758,391) 12,065,005 (7,272,537) 4,792,468 (20,400,409) 8,698,068 (6,877,139) 1,820,929 (17,763,675) 638,981 (5,650,268) (5,011,287) 27.70% 17.04% 4.01% -12.11% Profitability Margins 150.00% 100.00% 50.00% 0.00% -50.00% 2016 % Gross Profit margin 2017 2018 EBITDA margin 2019 Net profit margin Comments Revenue  Revenue mainly includes lease of vehicles, the other component is revenue from workshop.  Revenue generated from key contracts named as Qatar petroleum, QAFCO, Ayan Leasing, Ministry of Municipality, Qatar Finance Center, Muntajat, Ministry of defense and Qatar Building Company.  Revenues of Company remained steady except in FY17 wherein accounts prepared only for 8 months Profitability margins  Gross profit margin was remained steady at 62.66% in FY16, 52.67% in FY 17 and 64.64% in FY18. However, it declined significantly from FY18 at 64.41% to FY19 at 49.95% mainly because of extraordinary increase in cost of sales.  EBITDA margin was remained steady at 107.32% in FY16, 95.367% in FY 17 and 64.04% in FY18. However, it declined significantly from FY18 at 64.04% to FY19 at 44.48% mainly because of extraordinary increase in cost of sales.  Net profit margin was remained steady at 27.70% in FY16, 17.04% in FY 17 and 4.01% in FY18. However, it declined significantly from FY18 in 4.01% to FY19 in (12.11)% mainly because of extraordinary increase in cost of sales from QAR 16 million in FY18 to QAR 20 million in FY19 and decrease in other income from QAR 2.8 million in FY18 to QAR 0.482 million in FY19. Page # 23 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 5: Historical Financial Information Balance Sheet Qatar Express Transport Company W.L.L Balance Sheet Audited Audited Audited Audited 2016 QAR 2017 QAR 2018 QAR 2019 QAR Comments Non Current Assets Property plant and equipment Intangible assets Right of use Current Assets Inventories Trade and other receivables Cash and Bank balances Total Assets Equity And Liabilities Head office funds Share Capital Statutory reserve Revalutation Surplus Share holders current account Retained Earnings /Losses Non-Current Liabilities Employees end of service benefits Non-current portion of borrowings Lease liability Current Liabilities Current portion of borrowings Current Portion of lease liability Shareholder current account Trade & Payables Total Liabilitties Total Equity & Liabilities 551,740,-,740,373 513,323,-,323,404 484,504,-,504,912 466,424,-,687 466,838,132 87,387 128,965,875 3,017,963 132,071,225 683,811,598 90,233 113,080,812 4,248,104 117,419,149 630,742,553 160,547 134,653,393 2,202,705 137,016,645 621,521,557 194,328 135,829,569 435,359 136,459,256 603,297,388 2016 2017 2018 2019 QAR QAR QAR QAR Total non-current assets decreased by 15% from QAR 551.740 million in FY16 to QAR 466.424 million in FY19. The decrease was mainly driven from depreciation of operating assets. Total non-current assets averaging 77% of total assets as of December 31 2019. Total current assets increased by 3% from QAR 132.071 million in FY16 to QAR 136.460 million in FY19. Increase is mainly due to adjustments made in intercompany receivables. 500,500,294 500,500,294 1,000,000 479,247 442,830,394 1,208,678 4,313,221 449,831,540 1,000,000 500,000 442,830,394 6,113,397 450,443,791 1,000,000 500,000 442,830,394 1,102,110 445,432,504 Total loan balance of QAR 73.713 million as of December 31 2019, will be settled either through additional debt financing or financial resources of head office. Trade payables of QAR 81.291 million will also be settled by head office. 1,853,147 82,587,876 84,441,023 1,997,107 82,536,984 84,534,091 2,042,709 67,123,735 69,166,444 2,421,450 52,499,032 205,607 55,126,089 34,378,470 64,491,811 98,870,281 183,311,304 683,811,598 27,852,920 68,524,002 96,376,922 180,911,013 630,742,553 24,824,877 1,208,678 75,877,767 101,911,322 171,077,766 621,521,557 21,214,137 233,278 81,291,380 102,738,795 157,864,884 603,297,388 Total retained earnings decreased by 74% from QAR 4.313 million in FY17 to QAR 1.102 million in FY19 mainly because of declining trend in profitability margins of the Company. Moreover, revaluation surplus is accounted 99% of total equity as of December 31 2019. The aforesaid revaluation reserve may be realized at the time disposal of assets or through incremental deprecation. Page # 24 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 6 Operating performance review Gulf Services & Cleaning Company W.L.L. Operating Performance Review Section 5: Operational Performance Review Overview of Working Capital Management Gulf Services and Cleaning Company W.L.L Overview of working capital management Audited 2016 QAR Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR Operating Assets Trade and other receivables Cash and Bank balances Total Operating Assets Operating Liabilities Trade & Payables Current portion of borrowings Total Operating Liabilites Working Capital 13,019,519 1,201 13,020,720 13,019,519 1,201 13,020,720 13,007,449 1,201 13,008,650 13,008,329 1,201 13,009,530 15,288,543 15,288,543 (2,267,823) 15,296,263 15,296,263 (2,275,543) 22,830,438 22,830,438 (9,821,788) 22,850,568 22,850,568 (9,841,038) Debtor Collection period Creditor Payment Period 2016 Days N/A N/A 2017 Days N/A N/A 2018 Days N/A N/A 2019 Days N/A N/A Comments 25,000,000 Account receivables accounted for 99.99% of total current assets as of FY19. Account receivables mainly contain related parties balances including QAR 5.881 million receivable from QETCO and advances to the relatives of shareholders at QAR 7.117 million in FY19. 20,000,000 Accounts payables accounted for 100% of current liabilities as of FY19. Account payables primarily pertain to related parties balances including payables to Group CEO at QAR 6.664 million in FY19. 15,000,000 10,000,000 Total operating assets remain at QAR 13 million during the FY16 to FY19 due to no business transactions in the aforesaid period. 5,000,000 0 2016 2017 Total Operating Assets ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential 2018 2019 Total Operating Liabilites Total operating liabilities remain at QAR 15.2 million during the FY16 and FY17. however it is increased to QAR 22 million during FY 18 and FY 19 as a result of audit adjustment made as payable to Ibin Ajayan trading at QAR 7 million. Working capital gap remain constant at QAR 2.2 million during the FY16 and FY 2017 and at QAR 9 million in FY18 and FY19. Working capital gap did not impact the liquidity position because operating assets and liabilities mainly consist of related party balances. Page # 25 IBIN Ajayan Trading Company Operating Performance Review Section 6: Operational Performance Review Overview of Working Capital Management IBIN Ajayan Trading Company W.L.L. Operating Performance Review 2016 QAR 2017 QAR 2018 QAR 2019 QAR Operating Assets Inventories Trade and other receivables Cash and Bank balances Total Operating Assets 54,150,748 305,420,437 4,820,884 364,392,069 45,193,193 285,109,447 1,694,717 331,997,357 38,546,213 190,826,081 851,695 230,223,989 39,767,638 182,965,549 2,653,723 225,386,910 Operating Liabilites Trade & Payables Current portion of borrowings Total Operating Liabilites Working Capital 48,029,698 123,159,956 171,189,654 193,202,415 33,073,843 58,279,019 91,352,862 240,644,495 54,591,032 77,933,534 132,524,566 97,699,423 35,635,808 96,117,984 131,753,792 93,633,118 2016 Days Debtors Collection Period Creditors Payment Period Inventory Turnover Period 2017 Days-,097 2018 Days- 2019 Days- 1,- Comments Account receivables accounted for 81% of total current assets as of FY19. On average, company’s days sales outstanding (DSO) are 1047 days during FY16 to FY19. The aforesaid long credit period reveals recoverability issues of trade debts which mainly pertains to receivables from related parties. 400,000,000 350,000,000 300,000,000 Accounts payables accounted for 27% of current liabilities as of FY19. On average, Company’s day payables outstanding (DPO) are 261 days during FY16 to FY19. The major portion of trade payables pertains to entities under common control. 250,000,000 200,000,000 150,000,000 On average, Inventory’s day outstanding (IDO) are 627 days during FY16 to FY19 which reflects indication of slow moving or obsolete inventory items in warehouse. 100,000,000 50,000,- Total Operating Assets 2017 2018 2019 Total Operating Liabilities In the aforementioned context, company registered positive working capital of QAR 193.202 million in FY16, QAR 240 million in FY17, QAR 97.66 million in FY18 and QAR 93.633 million in FY19. Page # 26 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Industrial Petrol Station Operating Performance Review Section 6: Operational Performance Review Overview of Working Capital Management Industrial Petrol Station W.L.L. Operating Performance Review Operating Assets Inventories Trade and other receivables Cash and Bank balances Total Operating Assets Operating Liabilities Trade & Payables Current portion of borrowings Total Operating Liabilities Working Capital Debtor Collection Period Creditor Payment Period Inventory Turnover Period Audited 2016 QAR Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 260,906 34,761,196 4,477,489 39,499,591 324,911 41,031,786 300,460 41,657,157 235,516 48,246,158 715,433 49,197,107 194,929 66,416,328 234,670 66,845,927 28,604,152 5,036,071 33,640,223 5,859,368 27,455,288 4,825,906 32,281,194 9,375,963 35,429,774 1,525,557 36,955,331 12,241,776 61,373,188 61,373,188 5,472,739 2016 QAR 2017 QAR 2018 QAR 2019 QAR - - - - Comments 70,000,000 Account receivables accounted for 99.30% of total current assets as of FY19. On average, company’s days sales outstanding (DSO) are 198 days during FY16 to FY19. The aforesaid long credit period reveals recoverability issues of trade debts which eventually lead to short term borrowings to manage the liquidity requirements of business operations. 60,000,000 50,000,000 40,000,000 30,000,000 Accounts payables accounted for 100% of current liabilities as of FY19. On average, Company’s day payables outstanding (DPO) are 164 days during FY16 to FY19. The aforesaid extended payment period impaired the trust and confidence of suppliers about the payment capability of company. 20,000,000 10,000,- 2017 Total Operating Assets ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential 2018 2019 Total Operating Liabilites In the aforementioned context, company registered positive working capital of QAR 5.859 million in FY16, QAR 9.375 million in FY17, QAR 12.241 million in FY18 and QAR 5.472 million in FY19. Page # 27 Sixth Rent A Car W.L.L. Operating Performance Review Section 6: Operational Performance Review Overview of Working Capital Management Sixth Rent A Car W.L.L Overview of working capital management Audited 2016 QAR Operating Assets Trade and other receivables Prepayments Cash and Bank balances Total Operating Assets Operating Liabilities Trade & Payables Current portion of borrowings Total Operating Liabilites Working Capital Audited 2018 QAR Audited 2019 QAR 16,103,006 574,734 16,677,740 14,540,825 307,577 14,848,402 13,275,436 571,300 184,065 14,030,801 14,853,255 625,837 209,303 15,688,395 24,573,575 2,645,703 27,219,278 (10,541,538) 25,238,062 1,130,547 26,368,609 (11,520,207) 25,637,353 1,185,434 26,822,787 (12,791,986) 27,299,255 745,769 28,045,024 (12,356,629) 2016 Days Debtor Collection Period Creditor Payment Period Audited 2017 QAR 598 (1,017) 2017 Days 743 (2,100) 2018 Days 401 (1,224) 2019 Days 518 (1,335) 30,000,000 Comments 25,000,000 Account receivables accounted for 95% of total current assets as of FY19. On average, company’s days sales outstanding (DSO) are 565 during FY16 to FY19. The aforesaid long credit period reveals recoverability issues of trade debts which eventually lead to short term borrowings to manage the liquidity requirements of business operations. 20,000,000 15,000,000 10,000,000 Accounts payables accounted for 97% of current liabilities as of FY19. On average, Company’s day payables outstanding (DPO) are 1419 days during FY16 to FY19. The aforesaid extended payment period impaired the trust and confidence of suppliers about the payment capability of company. 5,000,- 2017 Total Operating Assets 2018 2019 Total Operating Liabilites In the aforementioned context, company registered negative working capital of QAR 10.54 million in FY16, QAR 11.52 million in FY17, QAR 12.791 million in FY18 and QAR 12.356 million in FY19. Working capital gap has been primarily driven because of trade payables of QAR 24.57 million in FY16, QAR 25.23 million in FY17, QAR 25.637 million in FY18 and QAR 27.299 million in FY19. ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Page # 28 Capital Taxi & Limousine W.L.L. Operating Performance Review Section 6: Operational Performance Review Overview of Working Capital Management Capital Taxi and Limousine W.L.L Overview of working capital management Audited 2016 QAR Operating Assets Trade and other receivables Cash and Bank balances Total Operating Assets Operating Liabilites Trade & Payables Current portion of borrowings Total Operating Liabilites Working Capital Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 10,216,731 222,712 10,439,443 11,274,433 128,003 11,402,436 10,930,758 220,451 11,151,209 23,494,549 23,259 23,517,808 7,774,319 46,668,693 54,443,012 (44,003,569) 9,345,758 16,335,272 25,681,030 (14,278,594) 18,029,451 49,440,100 67,469,551 (56,318,342) 22,577,277 49,440,100 72,017,377 (48,499,569) 2016 Days Debtor Collection period Creditor Payment Period 2017 Days 169 185 2018 Days 442 408 2019 Days 381 622 755 2,083 Comments 80,000,000 Account receivables accounted for 71% of total current assets as of FY19. On average, company’s days sales outstanding (DSO) are 437 during FY16 to FY19. The aforesaid long credit period reveals recoverability issues of trade debts which eventually lead to short term borrowings to manage the liquidity requirements of business operations. 70,000,000 60,000,000 50,000,000 Accounts payables accounted for 30% of current liabilities as of FY19. On average, Company’s day payables outstanding (DPO) are 824 days during FY16 to FY19. The aforesaid extended payment period impaired the trust and confidence of suppliers about the payment capability of company. 40,000,000 30,000,000 20,000,000 In the aforementioned context, company registered negative working capital of QAR 44 million in FY16, QAR 14.278 million in FY17, QAR 56.318 million in FY18 and QAR 39.994 million in FY19. 10,000,- 2017 Total Operating Assets 2018 2019 Total Operating Liabilites ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Working capital gap has been primarily driven because of short term borrowing of QAR 46.668 million in FY16, QAR 16.335 million in FY17, QAR 49.440 million in FY18 and QAR 49.440 million in FY19. Page # 29 IBIN Ajayan Auto Mobiles Operating Performance Review Section 6: Operational Performance Review Overview of Working Capital Management IBIN Ajayan Automobiles W.L.L. Operating Performance Review Audited 2016 QAR Operating Assets Inventories Trade and other receivables Cash and Bank balances Total Operating Assets Operating Liabilites Trade & Payables Current portion of borrowings Total Operating Liabilites Working Capital Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 7,265,150 86,875,892 3,226,341 97,367,383 11,323,063 90,825,465 3,289,032 105,437,560 5,829,126 101,903,855 100,148 107,833,129 7,222,644 104,553,523 32,876 111,809,043 30,488,139 268,669 30,756,808 66,610,575 35,298,891 35,298,891 70,138,669 31,753,810 6,575,684 38,329,494 69,503,635 107,041,758 6,845,477 113,887,235 (2,078,192) Comments 120,000,000 Account receivables accounted for 93% of total current assets as of FY19. On average, company’s days sales outstanding (DSO) are 2,160 days during FY16 to FY19. The aforesaid long credit period reveals recoverability issues of trade debts which mainly pertains to receivables from related parties. 100,000,000 80,000,000 60,000,000 Accounts payables accounted for 94% of current liabilities as of FY19. On average, Company’s day payables outstanding (DPO) are 2156 days during FY16 to FY19. The major portion of trade payables pertain to entities under common control. 40,000,000 20,000,- 2017 Total Operating Assets ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential 2018 2019 Total Operating Liabilites On average, Inventory’s day outstanding (IDO) are 628 days during FY16 to FY19 which reflects indication of slow moving or obsolete inventory items in warehouse. In the aforementioned context, company registered positive working capital of QAR 66.61 million in FY16, QAR 70.13 million in FY17, QAR 69.50 million in FY18 and QAR (2.078) million in FY19. Page # 30 Qatar Express Transport Company W.L.L. Operating Performance Review Section 6: Operational Performance Review Overview of Working Capital Management Qatar Express Transport Company W.L.L Overview of working capital management Operating Assets Inventories Trade and other receivables Cash and Bank balances Total Operating Assets Audited Audited Audited Audited 2016 QAR 2017 QAR 2018 QAR 2019 QAR 87,387 128,965,875 3,017,963 132,071,225 90,233 113,080,812 4,248,104 117,419,149 160,547 134,653,393 2,202,705 137,016,645 194,328 135,829,569 435,359 136,459,256 64,491,811 34,378,470 98,870,281 33,200,944 68,524,002 27,852,920 96,376,922 21,042,227 75,877,767 1,208,678 24,824,877 101,911,322 35,105,323 81,291,380 233,278 21,214,137 102,738,795 33,720,461 Operating Liabilities Trade & Payables Current Portion of lease liability Shareholder current account Current portion of borrowings Total Operating Liabilities Working Capital Comments 140,000,000 Trade receivables accounted for 99.53% of total current assets as of FY19. On average, company’s days sales outstanding (DSO) are 1139 days during FY16 to FY19. The afore said long credit period reveals recoverability issues of trade debts which mainly pertains to receivables from related parties. 120,000,000 100,000,000 80,000,000 Accounts payables accounted for 79% of current liabilities as of FY19. On average, Company’s day payables outstanding (DPO) are 1,528 days during FY16 to FY19. The major portion of trade payables pertains to entities under common control. 60,000,000 40,000,000 In the aforementioned context, company registered positive working capital of QAR 33 million in FY16, QAR 21 million in FY17, QAR 35 million in FY18 and QAR 33 million in FY19. 20,000,- 2017 Total Operating Assets 2018 2019 Total Operating Liabilities The positive working capital (total current assets over current liabilities) reveals sound liquidity management of Company. Page # 31 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 7 Valuation Methodologies Dr.Sultan Hassan Al Dosari Auditing & Advisory Member Firm of Grant Thornton International Ltd P.O,Box 206070 | Level 3| Building No 58 Section 7: Valuation Methodology Al Muntaza | Doha | Qatar T- F- Valuation Methodology Standard of value  The valuation of a company is not an exact science and ultimately depends on what the company is worth to a serious investor or buyer who, for their own reasons, may be prepared to pay a substantial goodwill element.  The standard of value to be used is market value. We have defined market value as:  "the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arms-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”  Valuation methodologies applied to the appraisal of any business interest, shareholding or asset may broadly be classified into three main approaches namely:  the cost approach  the market approach  the income approach Cost approach  This approach ascribes a value to a business interest, shareholding or intangible asset by using one or more of the methods based on the value of the net assets of a business.  The cost approach establishes value based on the cost of reproducing or replacing the asset, less depreciation from physical deterioration and functional and economic obsolescence, if present and measureable. Market approach  The market approach ascribes a value to a business interest, shareholding or intangible asset by using one or methods that compare the subject to similar businesses, shareholdings or intangible assets. The market approach is based on the principle of substitution, in that a prudent purchaser will pay no more for an asset than it would cost to acquire a substitute asset with the same utility and income earning potential. Page # 32 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Dr.Sultan Hassan Al Dosari Auditing & Advisory Member Firm of Grant Thornton International Ltd P.O,Box 206070 | Level 3| Building No 58 Section 7: Valuation Methodology Al Muntaza | Doha | Qatar T- F- Valuation Methodology  The two most common sources of data used in the market approach which include: public stock markets in which ownership interests of similar businesses are traded, acquisition market in which entire businesses are bought or sold prior transactions in the ownership of the subject business.  The market approach assumes that a company’s underlying business will continue as a going concern and involves determining the company’s relevant earnings and then capitalizing those relevant earnings at a rate which reflects the expected risks of achieving those earnings.  Depending on the type of multiple used, this calculation delivers either an enterprise value or an equity value for the company. Income approach  The income approach generally ascribes a value to a business interest, shareholding or intangible asset.  In the income approach, an economic benefit stream of the asset or business interest under analysis is selected, usually based on historical or forecasted cash flow often a derivative of profits.  This cash flow is then discounted to present value with an appropriate risk-adjusted discount rate. Conclusion • In the light of available documents and information, we have selected Cost (Net Asset) approach as most appropriate valuation method to determine the indicative business and / or liquidation value of companies within the group. Page # 33 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Section 8 Valuation Results Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019  The net business value after the adjustment of the revaluation surplus, trade receivables, the netting off of intercompany balances and Related Party balances is estimated at QAR 205,495,198 as of valuation date. Description Adjustments Total assets net Total liabilities net Net Assets/ Adjusted Net of intercompany of intercompany Trade (Liabilities) Related party Revaluation Assets/(Liabilities) receivables payables receivables A 25,121,471 B 6,834,938 C = (A - B) 18,286,533 127,318,820 261,692,433 (134,373,613) (16,933,885) (24,340,161) (4,780,116) (180,427,776) Industrial Petrol Station 21,996,632 21,609,403 387,229 (3,511,327) (966,679) (9,165,196) (13,255,973) Sixth Rent A Car 25,745,193 8,403,407 17,341,786 (3,441,859) (6,722,440) Capital Taxi 14,978,338 72,544,460 (57,566,122) (698,474) (255,291) 13,821,529 (44,698,358) IBIN Auto Mobiles 59,787,021 39,867,438 19,919,583 (11,836,981) (10,504,849) (3,280,793) (5,703,040) QETCO 593,040,855 81,485,611 511,555,244 (71,541,368) (19,774,876) 3,232,074 423,471,074 Total 867,988,330 492,437,690 375,550,640 (107,963,894) (62,564,296) 472,748 205,495,198 Gulf Services IBIN Ajayan Trading D E - - F G =( C+D+E+F ) 645,250 18,931,783 - 7,177,487 Page # 34 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Gulf Services & Cleaning Company W.L.L. Valuation Result Section 7: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the revaluation and intercompany receivable/payables balances adjustment is estimated at QAR 18,931,783 as of valuation date. Audited 2016 QAR Total Assets Audited 2017 QAR 31,020,720 Non-Current Liabilities Employees end of service benefits Current Liabilities Trade & Payables Current portion of borrowings Net Assets / (Liabiliities) Equity Head office funds Share Capital Revaluation Reserve Share holders current A/C Retained Earnings /Losses Un-adjusted equity Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation surplus on fixed assets Adjusted equity Audited 2018 QAR 31,020,720 - Audited 2019 QAR 31,008,650 - - 31,009,530 - 15,288,543 15,288,543 15,732,177 15,296,263 15,296,263 15,724,457 22,830,438 22,830,438 8,178,212 22,850,568 22,850,568 8,158,962 15,732,177 15,732,177 200,000 15,484,618 47,559 (7,720) 15,724,457 200,000 15,484,618 47,559 (7,553,965) 8,178,212 200,000 15,484,618 47,559 (7,573,215) 8,158,962 15,732,177 15,724,457 8,178,212 (5,888,059) 16,015,630 645,250 18,931,783 Page # 35 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential IBIN Ajayan Trading Company Valuation Result Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the adjustment of Related Party Receivable, Trade debts and Revaluation and netting off of intercompany receivables/payables is estimated at QAR (180,427,776) as of valuation date. Audited 2016 QAR Total Assets Non-Current Liabilities Loan from Share holder Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Net Assets / (Liabiliities) Equity Share Capital Statutory reserve Revalutation Surplus Retained Earnings /Losses Un-adjusted equity Audited 2017 QAR Restated 2018 QAR Audited 2019 QAR 376,067,931 342,978,897 240,073,467 234,384,671 60,000,000 802,456 84,053,515 144,855,971 60,000,000 1,008,393 127,515,684 188,524,077 60,000,000 1,030,304 90,901,220 151,931,524 60,000,000 882,076 90,901,220 151,783,296 48,029,698 123,159,956 171,189,654 60,022,306 33,073,843 58,279,019 91,352,862 63,101,958 54,591,032 77,933,534 132,524,566 (44,382,623) 35,635,808 96,117,984 131,753,792 (49,152,417) 200,000 100,000 1,876,850 57,845,456 60,022,306 200,000 100,000 1,876,850 60,925,108 63,101,958 200,000 100,000 1,876,850 (46,559,473) (44,382,623) 200,000 100,000 1,876,850 (51,329,267) (49,152,417) Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation deficit on fixed assets Adjusted equity 60,022,306 63,101,958 (44,382,623) (107,065,851) 21,844,655 (16,933,885) (24,340,161) (4,780,116) (180,427,776) Page # 36 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Industrial Petrol Station Valuation Result Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the adjustment of Trade Receivables, Revaluation, Inter company receivable/payable and Related party balances is estimated at QAR (13,255,973) as of valuation date. Audited 2016 QAR Total Assets Non-Current Liabilities Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Net Assets / (Liabiliities) Equity Head office funds Share Capital Statutory reserve Share holders current account Retained Earnings /Losses Un-adjusted equity Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation deficit on fixed assets Adjusted equity Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 49,824,161 51,599,139 58,756,549 76,025,847 80,219 2,127,799 2,208,018 129,704 1,395,556 1,525,260 137,758 137,758 152,757 3,593,562 3,746,319 28,604,152 5,036,071 33,640,223 13,975,920 27,455,288 4,825,906 32,281,194 17,792,685 35,429,774 1,525,557 36,955,331 21,663,460 61,373,188 61,373,188 10,906,340 13,975,920 13,975,920 1,000,000 284,385 13,948,836 2,559,464 17,792,685 1,000,000 500,000 13,948,836 6,214,624 21,663,460 1,000,000 500,000 9,406,340 10,906,340 13,975,920 17,792,685 21,663,460 (54,029,215) 43,510,104 (3,511,327) (966,679) (9,165,196) (13,255,973) Page # 37 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Sixth Rent A Car W.L.L. Valuation Result Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the adjustment of Trade receivables, related party and intercompany receivable/payables is estimated at QAR 7,177,487 as of valuation date. Audited 2016 QAR Total Assets Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 28,702,179 28,076,730 26,297,992 26,110,801 347,818 1,130,548 1,478,366 390,607 1,884,245 2,274,852 450,249 754,427 1,204,676 396,349 396,349 Net Assets / (Liabiliities) 24,573,575 2,645,703 27,219,278 4,535 25,238,062 1,130,547 26,368,609 (566,731) 25,637,353 1,185,434 26,822,787 (1,729,471) 27,299,255 745,769 28,045,024 (2,330,572) Equity Head office funds Share Capital Share holders current account Retained Earnings /Losses Un-adjusted equity 14,476,185 (14,471,648) 4,537 200,000 (5,432) (761,299) (566,731) 200,000 (250,699) (1,678,772) (1,729,471) 200,000 (2,530,572) (2,330,572) Non-Current Liabilities Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation surplus/(Deficit) Adjusted equity - 4,537 - (566,731) - (1,729,471) (365,608) 20,037,966 (3,441,859) (6,722,440) 7,177,487 Page # 38 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Capital Taxi & Limousine W.L.L. Valuation Result Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the adjustment of Trade Receivable, Revaluation and intercompany receivables is estimated at QAR (44,698,358) as of valuation date. Audited 2016 QAR Total Assets Non-Current Liabilities Employees end of service benefits Non-current portion of borrowings Current Liabilities Trade & Payables Current portion of borrowings Net Assets / (Liabiliities) Equity Head office funds Share Capital Share holders current A/C Retained Earnings /Losses Un-adjusted equity Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 43,775,011 27,926,009 23,768,573 32,915,093 699,617 699,617 720,057 28,530,857 29,250,914 748,635 748,635 892,691 892,691 7,774,319 46,668,693 54,443,012 (11,367,618) 9,345,758 16,335,272 25,681,030 (27,005,935) 18,029,451 49,440,100 67,469,551 (44,449,613) 22,577,277 49,440,100 72,017,377 (39,994,975) (11,367,617) (11,367,617) 200,000 (12,696,222) (14,509,713) (27,005,935) 200,000 (10,381,101) (34,268,512) (44,449,613) 200,000 (40,194,975) (39,994,975) Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation surplus on fixed assets Adjusted equity (11,367,617) (27,005,935) (44,449,613) (17,936,755) 365,608 (698,474) (255,291) 13,821,529 (44,698,358) Page # 39 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential IBIN Ajayan Auto Mobiles Valuation Result Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the adjustment of Trade receivables, Revaluation and Intercompany receivables/payables is estimated at QAR (5,703,039) as of valuation date. Audited 2016 QAR Total Assets Audited 2017 QAR Audited 2018 QAR Audited 2019 QAR 103,302,148 111,289,176 113,299,002 116,962,381 692,365 692,365 672,139 672,139 734,866 734,866 544,345 544,345 Net Assets / (Liabiliities) 30,488,139 268,669 30,756,808 71,852,975 35,298,891 35,298,891 75,318,146 31,753,810 6,575,684 38,329,494 74,234,642 107,041,758 6,845,477 113,887,235 2,530,801 Equity Head office funds Share Capital Statutory reserve Share holders current A/C Retained Earnings /Losses Un-adjusted equity 60,792,279 11,060,696 71,852,975 200,000 100,000 74,058,799 959,347 75,318,146 200,000 100,000 71,733,313 2,201,329 74,234,642 200,000 100,000 2,230,801 2,530,801 Non-Current Liabilities Employees end of service benefits Current Liabilities Trade & Payables Current portion of borrowings Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation deficit on fixed assets Adjusted equity 71,852,975 75,318,146 74,234,642 (57,175,360) 74,564,142 (11,836,981) (10,504,849) (3,280,793) (5,703,039) Page # 40 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Qatar Express Transport Company W.L.L. Valuation Result Section 8: Valuation Results Cost Base Approach-Adjusted Balance Sheet Adjusted Consolidated Balance Sheet as at December 31 2019 Cost Approach-Adjusted Balance Sheet Method  We have used audited financial statements for the year ended December 31 2019.  We have performed analytical review to identify any extraordinary variances, transactions and events in the FY 2019.  The net business value after the adjustment of Related Party Receivables, Trade debts, Revaluation reserves and Netting off of intercompany receivables/payables is estimated at QAR 423,471,074 as of valuation date. Total Assets Non-Current Liabilities Employees end of service benefits Non-current portion of borrowings Lease liability Current Liabilities Current portion of borrowings Current Portion of lease liability Shareholder current account Trade & Payables Net Assets / (Liabiliities) Equity Head office funds Share Capital Statutory reserve Revalutation Surplus Share holders current account Retained Earnings /Losses Un-adjusted equity Audited Audited Audited Audited 2016 QAR 2017 QAR 2018 QAR 2019 QAR 683,811,598 630,742,553 621,521,557 603,297,388 1,853,147 82,587,876 84,441,023 1,997,107 82,536,984 84,534,091 2,042,709 67,123,735 69,166,444 2,421,450 52,499,032 205,607 55,126,089 34,378,470 64,491,811 98,870,281 500,500,294 27,852,920 68,524,002 96,376,922 449,831,540 24,824,877 1,208,678 75,877,767 101,911,322 450,443,791 21,214,137 233,278 81,291,380 102,738,795 445,432,504 500,500,294 500,500,294 1,000,000 479,247 442,830,394 1,208,678 4,313,221 449,831,540 1,000,000 500,000 442,830,394 6,113,397 450,443,791 1,000,000 500,000 442,830,394 1,102,110 445,432,504 Adjustment for Normalization Inter-company receivables Inter-company payables Related party receivables Trade receivables write off as per litigation details Revaluation surplus on fixed assets Adjusted equity - 500,500,294 - 449,831,540 - 450,443,791 (10,256,533) 76,379,273 (71,541,368) (19,774,876) 3,232,074 423,471,074 Page # 41 ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Appendices Appendix 1 Terms of Engagement Private and Confidential Appendix 1: Terms of Engagement Terms of Engagement  Please refer to our engagement letter dated 1st March 2020. Sources of Information All of the following documents and information are to be considered as an integral part of business valuation report of IBIN AJAY Group.  Audited financial statements for the year ended December 31 2019; and  Appendix 3 to Appendix 13. ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Appendix 2 Factual Accuracy Letter from Client Private and Confidential Appendix 2: Factual Accuracy Letter ©2020 Grant Thornton. All rights reserved. Document Classification: GT Confidential Dr.Sultan Al Dosari & Partners Chartered Accountants Member Firm of Grant Thornton International Ltd P.O,Box 206070 | Level 3| Building No 58 Al Muntaza | Doha | Qatar T- F- © 2020 Grant Thornton Qatar. 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