Company registration number 10069565 (England and Wales)
NAGWA LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
NAGWA LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
NAGWA LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
$
$
$
$
Fixed assets
Intangible assets
5
827,483
1,143,065
Tangible assets
6
74,819
85,123
Investments
7
32,070
32,070
934,372
1,260,258
Current assets
Debtors
10
101,554
85,313
Investments
139,348
-
0
Cash at bank and in hand
365,927
883,050
606,829
968,363
Creditors: amounts falling due within one year
11
(79,543,921)
(73,494,685)
Net current liabilities
(78,937,092)
(72,526,322)
Total assets less current liabilities
(78,002,720)
(71,266,064)
Creditors: amounts falling due after more than one year
12
-
0
(2,400,000)
Provisions for liabilities
(12,532)
(13,928)
Net liabilities
(78,015,252)
(73,679,992)
Capital and reserves
Called up share capital
13,678
13,678
Profit and loss reserves
(78,028,930)
(73,693,670)
Total equity
(78,015,252)
(73,679,992)
NAGWA LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 July 2026 and are signed on its behalf by:
Ahmed Abdelati Ahmed Hindawi
Director
Company registration number 10069565 (England and Wales)
NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Nagwa Limited is a private company limited by shares incorporated in England and Wales. The registered office is York House, 41 Sheet Street, Windsor, Berkshire, SL4 1DD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in USD, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have reviewed the company's forecasts and projections, taking into account possible changes in trading performance and consider that the company has sufficient resources to meet liabilities as they fall due.true

The company has net current liabilities of $78,937,092 f or the period ending 31 December 202 5 (202 4: $7 2,526,322). Included within creditors amounts falling due within one year are loans repayable on demand, due to Ahmed Abdelati Ahmed Hindawi (director and shareholder), of $69,626,139 (202 4: $66,209,308). Included within creditor amounts falling due within one year, t here is a loan of $2,400,000 (202 4: $2,400,000) advanced to the company by Ahmed Abdelati Ahmed Hindawi, this loan is unsecured, interest free and is repayable on 3 1 August 202 6 in line with the terms of this agreement.

Ahmed Abdelati Ahmed Hindawi confirmed his intention not to recall or demand any repayment of the loans made to the company as at 31 December 202 5, except that insofar as the funds of the company permit repayment and that such repayment will not adversely affect the ability of the company to carry on its business operations for a minimum of 12 months following the date of approval of the financial statements of the company for the period ended 31 December 202 5.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Intangible assets
4 and 10 years straight line
Other intangible assets
straight line over the period of registration
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
25% reducing balance
Plant and machinery
4 years straight line and 20/25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
6
12
NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
4
Interest receivable and similar income
2025
2024
$
$
Interest receivable and similar income includes the following:
Other interest income
-
16,776
5
Intangible fixed assets
Intangible assets
$
Cost
At 1 January 2025 and 31 December 2025
3,135,036
Amortisation and impairment
At 1 January 2025
1,991,971
Amortisation charged for the year
315,582
At 31 December 2025
2,307,553
Carrying amount
At 31 December 2025
827,483
At 31 December 2024
1,143,065
6
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
$
$
$
Cost
At 1 January 2025
31,335
348,170
379,505
Additions
-
0
18,913
18,913
Disposals
-
0
(83)
(83)
At 31 December 2025
31,335
367,000
398,335
Depreciation and impairment
At 1 January 2025
19,520
274,862
294,382
Depreciation charged in the year
2,954
26,203
29,157
Eliminated in respect of disposals
-
0
(23)
(23)
At 31 December 2025
22,474
301,042
323,516
Carrying amount
At 31 December 2025
8,861
65,958
74,819
At 31 December 2024
11,815
73,308
85,123
NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
7
Fixed asset investments
2025
2024
$
$
Shares in group undertakings and participating interests
32,070
32,070
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Nagwa for Educational Services
17 Tahir Al Gazairi, Seventh District, Cairo, Egypt
Orindary
100.00
-
Nagwa India Private Limited
4272, 2nd Floor, Sapthadri Vivekanand Park Road, 560098, India
Ordinary
99.99
0.01
Nagwa LLC
601 Pennsylvania Avenue, Washington DC, USA
Ordinary
100.00
-
9
Financial instruments
2025
2024
$
$
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
139,348
-
10
Debtors
2025
2024
Amounts falling due within one year:
$
$
Amounts owed by group undertakings
1,500
1,340
Other debtors
100,054
83,973
101,554
85,313
11
Creditors: amounts falling due within one year
2025
2024
$
$
Trade creditors
6,304,549
3,545,886
Taxation and social security
6,713
11,227
Other creditors
73,232,659
69,937,572
79,543,921
73,494,685
12
Creditors: amounts falling due after more than one year
2025
2024
$
$
Other creditors
-
0
2,400,000
NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
13
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
$
$
Accelerated capital allowances
12,532
13,928
2025
Movements in the year:
$
Liability at 1 January 2025
13,928
Credit to profit or loss
(1,396)
Liability at 31 December 2025
12,532

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

Deferred tax is not recognised in respect of tax losses of $54,361,794 (2024: $50,036,970) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

14
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
$
$
Total commitments
253,458
336,931
15
Related party transactions

During the year ending 31 December 202 5, the company had the following material transactions that have not been concluded under normal market conditions:

2025
2024
Name of related party
Nature of the balance
$
$
Nagwa LLC
Related party
1,500
1,500
Nagwa Technologies
Related party
-
(160)
Ahmed Abdelati Ahmed Hindawi
Loan note
(2,400,000)
(2,400,000)
Ahmed Abdelati Ahmed Hindawi
Short-term loans advanced to the company
(69,626,139)
(66,209,308)
NAGWA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Related party transactions
(Continued)
- 11 -

Amounts due from the related party Nagwa LLC in relation to business operations totalling $1,5 00 were outstanding at 31 December 202 5 (202 4: $1,500). These amounts are unsecured, interest-free and repayable on demand.

A loan of $2,400,000 advanced to the company Ahmed Abdelati Ahmed Hindawi was outstanding as at 31 December 202 5 (202 4: $2,400,000). The loan is unsecured, interest-free and is repayable on 3 1 August 202 6 in line with the terms of the loan agreement.

Short term loans of $69,626,139 advanced to the company by Ahmed Abdelati Ahmed Hindawi in relation to business operations were outstanding as at 31 December 202 5 (202 4: $66,209,308). The loans are unsecured, interest-free and are repayable on demand.

2025-12-31 2025-01-01 false false false 10 July 2026 CCH Software CCH Accounts Production 2026.100 No description of principal activity Ahmed Abdelati Ahmed Hindawi Nagwa Mohamed Sabry Ahmed Abdelmottaleb Paul Harvey Peters Sabah Farag Ahmed Helal Andrew Peter Kitchin 10069565 2025-01-01 2025-12-31 10069565 2025-12-31 10069565 2024-12-31 10069565 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2025-12-31 10069565 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-31 10069565 core:LandBuildings 2025-12-31 10069565 core:OtherPropertyPlantEquipment 2025-12-31 10069565 core:LandBuildings 2024-12-31 10069565 core:OtherPropertyPlantEquipment 2024-12-31 10069565 core:CurrentFinancialInstruments core:WithinOneYear 2025-12-31 10069565 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 10069565 core:WithinOneYear 2025-12-31 10069565 core:WithinOneYear 2024-12-31 10069565 core:AfterOneYear 2025-12-31 10069565 core:AfterOneYear 2024-12-31 10069565 core:CurrentFinancialInstruments 2025-12-31 10069565 core:CurrentFinancialInstruments 2024-12-31 10069565 core:ShareCapital 2025-12-31 10069565 core:ShareCapital 2024-12-31 10069565 core:RetainedEarningsAccumulatedLosses 2025-12-31 10069565 core:RetainedEarningsAccumulatedLosses 2024-12-31 10069565 bus:Director1 2025-01-01 2025-12-31 10069565 core:IntangibleAssetsOtherThanGoodwill 2025-01-01 2025-12-31 10069565 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2025-01-01 2025-12-31 10069565 core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill 2025-01-01 2025-12-31 10069565 core:LeaseholdImprovements 2025-01-01 2025-12-31 10069565 core:PlantMachinery 2025-01-01 2025-12-31 10069565 2024-01-01 2024-12-31 10069565 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-31 10069565 core:LandBuildings 2024-12-31 10069565 core:OtherPropertyPlantEquipment 2024-12-31 10069565 2024-12-31 10069565 core:LandBuildings 2025-01-01 2025-12-31 10069565 core:OtherPropertyPlantEquipment 2025-01-01 2025-12-31 10069565 core:Subsidiary1 2025-01-01 2025-12-31 10069565 core:Subsidiary2 2025-01-01 2025-12-31 10069565 core:Subsidiary3 2025-01-01 2025-12-31 10069565 core:Subsidiary1 1 2025-01-01 2025-12-31 10069565 core:Subsidiary2 2 2025-01-01 2025-12-31 10069565 core:Subsidiary3 3 2025-01-01 2025-12-31 10069565 core:Non-currentFinancialInstruments 2025-12-31 10069565 core:Non-currentFinancialInstruments 2024-12-31 10069565 bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 10069565 bus:SmallCompaniesRegimeForAccounts 2025-01-01 2025-12-31 10069565 bus:FRS102 2025-01-01 2025-12-31 10069565 bus:AuditExemptWithAccountantsReport 2025-01-01 2025-12-31 10069565 bus:Director2 2025-01-01 2025-12-31 10069565 bus:Director3 2025-01-01 2025-12-31 10069565 bus:Director4 2025-01-01 2025-12-31 10069565 bus:Director5 2025-01-01 2025-12-31 10069565 bus:FullAccounts 2025-01-01 2025-12-31 xbrli:pure xbrli:shares iso4217:GBP