Waha Capital

An accounting election removed AED 8.6bn of assets without a single disposal

On 1 October 2025 Waha Capital qualified as an investment entity under IFRS 10 and stopped consolidating its controlled investment subsidiaries line by line. Assets of AED 13.54 billion, liabilities of AED 4.43 billion and minority capital of AED 4.65 billion left the face of the statements in one step; the net carrying amount of AED 4.453 billion was replaced by a single fair-value figure of AED 4.721 billion. Total assets, AED 14,216.850 million at the end of FY2024, were AED 5,596 million at the end of FY2025. Nothing was sold to produce that fall.

The consequence is easy to state and easy to miss. Minority claims of AED 4.65 billion did not disappear economically — the businesses they sit in still owe them — but they no longer appear anywhere on Waha's own balance sheet. The same is true of subsidiary borrowings. Any leverage ratio built from the current statements measures the listed company alone.

Four pillars, and their income does not arrive in the same form

Private Investments holds proprietary stakes in healthcare, infrastructure, financial services, fintech and oil and gas. Public Markets runs the Waha Emerging Markets Credit Fund, the Waha MENA Equity Fund and the Waha Islamic Income Fund, charging annual management fees of 1–2% of fee-paying net asset value and performance fees of 10–15% above a high watermark. Waha Land develops and rents industrial property. Corporate carries head-office costs, treasury and borrowing.

In the first quarter of 2026 fees were AED 47.955 million — AED 35.189 million management, AED 12.766 million performance — equal to 42.45% of income, while net financial-investment income supplied 52.53%. Private Investments alone produced 154.27% of owner profit because Public Markets and Corporate both ran losses. The performance fees crystallised on a change of investment manager, which is a specific event rather than a rate.

Three figures that all describe assets under management

The results release reports total assets under management of AED 12.8 billion. The note inside the statements reports managed assets of AED 11.3 billion and third-party assets of AED 7.6 billion. No published bridge reconciles the three. Average fee-earning assets, fee schedules by strategy and net client flows are not disclosed, so no fee yield can be built from the outside.

The subsidiary bridge stops at the first legal layer

At 31 March 2026 the fair value of subsidiaries was AED 4.759 billion: Waha Holding RSC AED 4.066 billion, Waha Land AED 448.050 million, WPI Health AED 137.335 million, Waha Energy AED 100.388 million and an Optasia residual of AED 6.895 million. Waha Holding itself contains funds and private vehicles whose names, debt, cash and valuation dates are not broken out.

Owner profit ran AED 391.038 million, AED 344.372 million, AED 440.102 million and AED 381.277 million from FY2021 to FY2024, then AED 1,012 million in FY2025 — a year that contains both accounting perimeters and a deconsolidation gain equal to 25.59% of that profit. Reported cash flow from operations was negative in FY2022 and FY2024 and negative again at AED 63.184 million in the first quarter. Issuer borrowings were AED 544.117 million against cash of AED 186.084 million, and the facility is secured by a pledge over Waha Land.

Where the disclosure runs out

The AED 0.10 per share dividend for FY2025, AED 188.351 million, was approved on 13 March 2026; the record and payment dates have not been located. FY2021–FY2024 annual reports were retrieved only through a secondary mirror, and the official exchange object holding the H1 2026 filing returned an access error, so the interim half-year is not admitted here at all. Waha has published no look-through net asset value, no parent-only cash and debt bridge, no evidence of how much subsidiary money can be moved upward, and no independent check on the Level 3 marks that carry 89.75% of its assets. This review sets no price, target or portfolio weight.