| Element List | Explanation |
|---|---|
| Introduction | Within the framework of BAAN Holding Group’s strategic transformation strategy (“the Company”), which focuses on reviewing and reassessing the main sources of income and core operations, the Company entered into a Share Sale Agreement (the “Agreement”) dated 10/08/1447H, corresponding to 29/01/2026G, to sell its entire stake in Real Estate and Tourism Development Company (“Touresco”), a closed joint-stock company (“Touresco”). |
| Transaction Details | The Company sold its entire stake of (48.5%) of the share capital of Touresco to Abdulrahman bin Abdullah Al Mousa & Sons Company (a limited liability company) (the “Buyer”), for a total consideration of (SAR 118,825,000) (one hundred eighteen million eight hundred twenty-five thousand Saudi Riyals), in line with the Company’s strategy to focus on its core income sources and main activities. |
| Transaction Amount | SAR 118,825,000. |
| Transaction Conditions | None |
| Parties of the Transaction | BAAN Holding Group, and Abdulrahman bin Abdullah Al Mousa & Sons Company. |
| Transaction Financing Method | None |
| Date of Entering Into The Transaction | 2026-01-28 Corresponding to 1447-08-09 |
| Description of Activity of The Asset Subject of The Transaction | The asset subject to the transaction consists of the shares in Touresco, a company engaged in the operation and development of hotel and tourism facilities and the provision of facility support services. |
| Asset Book Value | The book value amounts to approximately (SAR 57,157,995) |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | The net book value amounted to (SAR 55,366,482) as at the end of the financial year ended 31/12/2024, (SAR 50,050,274) as at the end of the financial year ended 31/12/2023, and (SAR 65,338,045) as at the end of the financial year ended 31/12/2022. |
| Transaction reasons | The transaction aims to utilize the cash proceeds to contribute to strengthening and growing the Company’s core business activities. |
| Expected Impact of the Transaction on the Company and Its Operations | Support the working capital – achieve net profits of approximately SAR 61.6 million, and the impact of that is expected to be reflected in the first quarter of the 2026 financial year. |
| Details of Using The Proceeds of the Asset Sale | Enhancing liquidity and working capital, which will contribute to supporting and growing the Company’s core business activities. |
| Related Parties | None |
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