TIDM95HX

RNS Number : 5155P

GFH Financial Group B.S.C

09 February 2023

 
 
      GFH Financial Group BSC 
 
           CONSOLIDATED 
       FINANCIAL STATEMENTS 
 
         31 DECEMBER 2022 
 
       Commercial registration                     : 44136 (registered with Central Bank of Bahrain 

as an Islamic wholesale Bank)

       Registered Office                              : Bahrain Financial Harbour 

Office: 2901, 29(th) Floor

Building 1398, East Tower

Block: 346, Road: 4626

Manama, Kingdom of Bahrain

Telephone +973 17538538

       Directors                                          : Ghazi Faisal Ebrahim Alhajeri, Chairman 

Edris Mohd Rafi Mohd Saeed Alrafi, Vice Chairman

Jassim Al Seddiqi, (resigned wef 04 April 2022)

Hisham Ahmed Alrayes

Rashid Nasser Al Kaabi

Ali Murad

Ahmed Abdulhamid AlAhmadi, (resigned wef 07 June 2022)

Alia Al Falasi, (resigned wef 9 November 2022)

Fawaz Talal Al Tamimi

Darwish Al Ketbi

Yusuf Abdulla Taqi, (appointed wef 19 June 2022)

       Chief Executive Officer                      : Hisham Ahmed Alrayes 
       Auditors                                           :KPMG Fakhro 

CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2022

 
 CONTENTS                                                       Page 
 
 Chairman's report                                              1-5 
 Report of the Shari'a Supervisory Board                        6-7 
 Independent auditors' report to the shareholders               8-13 
 
 Consolidated financial statements 
 Consolidated statement of financial position                    14 
 Consolidated income statement                                   15 
 Consolidated statement of changes in owners' equity           16-17 
 Consolidated statement of cash flows                            18 
 Consolidated statement of changes in restricted investment 
  accounts                                                       19 
 Consolidated statement of sources and uses of zakah and 
  charity fund                                                   20 
 Notes to the consolidated financial statements                21-106 
 
 
 

CHAIRMAN'S REPORT

for the year ended 31 December 2022

Dear Shareholders,

On behalf of the Board of Directors of GFH Financial Group, I am pleased to present the Group's financial results for the fiscal year ended 31 December 2022. While 2022 had initially been penned a year of global economic recovery, an unpredictable geopolitical landscape and strong macroeconomic forces threatened to push major economies into recession.

GFH in 2022 successfully mitigated the impact of the Ukraine crisis, inflation, and market volatility by implementing the same robust model that saw the Group through the COVID-19 pandemic. Following a strategy of long-term, sustainable growth, GFH was able to consolidate its position while also expanding its global footprint, placing the Group in good stead for what could be a turbulent year ahead.

Building on 2021, in which we achieved remarkable growth in profits and income, we continued to demonstrate resilience, diversity, and agility during 2022. Our strength was reflected across verticals, including our investment banking, commercial banking, asset management and treasury business lines.

Our diverse investment portfolio, which spans the GCC, UK, Europe and the US, also continued to perform robustly, with our strategy of targeting defensive, recession-proof sectors once again proving its effectiveness in creating value for investors and shareholders in the face of significant headwinds.

With a stable platform from which to build, GFH was able to expand into global markets through acquiring new portfolios and majority stakes in several leading asset managers. The acquisitions will help the Group to unlock significant value in some of the most promising and resilient sectors in the US and Europe, exposing investors to a raft of opportunities.

As a result of our strategic manoeuvres in 2022, we maintained our sustainable, 22-year-long growth trajectory by enhancing profits and increasing income. The Group's total consolidated revenue was US$441.7 million compared with US$ 398.7 million in 2021, reflecting a year-on-year increase of 10.8%. This growth was due to the success of our business lines and the steady income generated from our investment portfolio as well as strategic exits. Investment management, proprietary, co-investment and treasury activities were all valuable revenue streams in 2022, with the Group actively seeking new income yielding opportunities and ways to maximise value from existing assets.

The Group reported a consolidated net profit of US$97.7 million in 2022 compared to US$92.6 million from the previous year, reflecting an increase of 5.5%, and a net profit attributable to shareholders of US$90.3 million compared with US$ 84.2 million for the previous year, an increase of 7.2%. The Group's total assets for the year grew from US$8.1 billion in 2021 to US$9.8 billion in 2022, an increase of 21%. The Group's Total Assets and Funds Under Management (AUM) increased from $15 billion in 2021 to around US$17.6 billion in 2022, marking a year-on-year increase of 17.3%. The Group also ended the year with a Capital Adequacy Ratio of 14.73% and a Return on Equity (ROE) ratio of 9%.

CHAIRMAN'S REPORT

for the year ended 31 December 2022 (continued)

One of the positive reflections of our robust performance in 2022 was a reduction in our credit risk profile, which has continually improved over the last few years. Despite significant market volatility, the Group has been able to command a stable and positive position owing to strong liquidity and increasing diversity across asset classes and geographies. Consequently, GFH's long-term issuer credit rating was raised by S&P Global Ratings to 'B' from 'B-', with a stable outlook. At the same time, the agency also raised the credit ratings on sukuk issued by GFH Sukuk Company Ltd to 'B' from 'B-'.

The Improved ratings were partly due to continued revenue resilience over the 2020-2022 period as well as an improvement in ROE to 9% over the twelve month period ended 31 December 2022. Despite pressure on the Group's treasury activities from rising interest rates in 2022, GFH was able to deliver good investment banking revenue, building on its real estate specialisation in Europe and the US as well as steady commercial banking performance after a restructuring in 2020. The stable outlook indicates that GFH is well placed to reduce its exposure to real estate assets while maintaining moderate capitalisation in the near-term.

We are proud of the confidence ratings agencies and shareholders have consistently shown in GFH. We are equally proud of the milestones we achieved in 2022 which have improved our overall position and prospects, such as introducing new innovative and Sharia-compliant products. For instance, the Group launched and seeded a $100 million sukuk fund which holds a diversified portfolio of sukuk to provide attractive financing and fund administration services.

Additionally, Infracorp, the infrastructure and sustainability arm of GFH, issued a $900 million sukuk on London Stock Exchange, marking the first-ever green sukuk issued by a Bahraini entity. The landmark transaction reflects Infracorp's strategy to accelerate the growth of sustainable infrastructure development across MENA and South Asia regions, while generating long-term returns for investors and adding lasting value to communities. The issuance builds on the Group's sustainability roadmap which aims to position Infracorp as the region's pioneer in sustainability investments.

We also made several important enhancements internally in line with our ESG commitment. In 2022, we formed the ESG Committee, a management level body representing internal departments to oversee the implementation of our ESG strategies. Also, in efforts to develop further the integration of ESG into our investment decision-making processes, a thorough assessment was exercised via external consultants to bridge policy and procedure gaps, and identifying the most significant ESG key topics that impact GFH's business performance in the future. This was developed to be essential part of our annual disclosures, to provide a significant value for all our stakeholders, including the communities within which we operate.As part of its commitment to value creation, GFH sought to further expand its investor base and enhance liquidity in its shares. The Group achieved this through listing on the Abu Dhabi Securities Exchange (ADX), marking GFH's fourth regional listing, with shares also traded on the Bahrain Bourse (BHB), Dubai Financial Market (DFM) and Boursa Kuwait (BK). Not only has the listing boosted liquidity and investor mix, but it has also helped to ensure the highest levels of disclosure and transparency for the benefit of our shareholders.

Despite tough market conditions in 2022, investor sentiment remained buoyant, with many investors keen to deploy capital at a time when asset valuations underwent a correction. In the twelve months ended December 2022, the Group successfully raised more than US$3.54 billion across its investment banking and treasury business lines. As a result of our robust performance, the Board has recommended a total cash dividend of 6% on par value for our shareholders.

CHAIRMAN'S REPORT

for the year ended 31 December 2022 (continued)

Additional board recommendations were discussed and raised as part of the Group's Annual General Meeting (AGM), which took place on 03 April 2022. Shareholders ratified and approved a total dividend distribution of $60 million. The dividend includes cash profits for all ordinary shares, save for treasury shares at 4.57% of the nominal value of the share (equal to $0.0231 per share, BD0.004562, AED0.0444), equal to $45 million. The recommendation also includes bonus shares of 1.5% of the nominal value of all the ordinary shares (one share per 66.71 shares), equal to $15 million .

As we enter 2023, we are buoyed by our performance in 2022 as well as our proven ability to pivot and adapt during economic downturns. Our elevated position will enable us to navigate the challenges 2023 could bring and continue creating value, capitalising on opportunities and accelerating growth.

On behalf of the Group's Board of Directors, I wish to extend our sincere gratitude to His Majesty King Hamad bin Isa Al Khalifa and His Royal Highness Prince Salman bin Hamad Al Khalifa, the Crown Prince, Deputy Supreme Commander and Prime Minister. Their vision and leadership have created an enabling environment that provides a stable and robust foundation for Bahrain's leading financial sector. I would also like to note our appreciation of the Central Bank of Bahrain and the Government of the Kingdom of Bahrain, which have facilitated the rapid growth of Bahrain as a leading regional hub for innovation, fintech and Islamic finance. And of course, I wish to sincerely thank our investors and shareholders for believing in our vision, joining us on our journey of growth and demonstrating continued faith and confidence in our model.

Finally, I wish to congratulate GFH's team on their remarkable achievements in 2022, which have paved the way for another successful year ahead. The commitment and efforts of management and employees across the Group and its subsidiaries have enabled collective value creation that we can all be proud of. Further, the Board of Directors has played a critical role in GFH's growth in 2022, helping to shepherd the Group through uncharted waters.

We are pleased to attach the remuneration of members of the Board of Directors and the Executive Management for the fiscal year ending 31 December 2022.

CHAIRMAN'S REPORT

for the year ended 31 December 2022 (continued)

First: Remuneration of the Board of directors:

 
  Name                          Fixed remunerations                               Variable remunerations                 End-of-service    Aggregate amount     Expenses 
                                                                                                                             award         (Does not include    Allowance 
                                                                                                                                                expense 
                                                                                                                                              allowance) 
                 Remunerations    Total        Others    Total        Remunerations    Incentive    Others**    Total 
                 of the           allowance                           of the           plans 
                 chairman and     for                                 chairman and 
                 BOD              attending                           BOD 
                                  Board and 
                                  committee 
                                  meetings 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  ------- 
  First: Independent Directors: 
  Alia Al 
   Falasi*              75,000      149,626         -      224,626                -            -           -        -                 -              224,626            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Ghazi 
   Faisal 
   Ebrahim 
   Alhajeri            300,000      285,252         -      585,252                -            -           -        -                 -              585,252            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Fawaz Al 
   Tamimi              150,000      152,626         -      302,626                -            -           -        -                 -              302,626            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Ali Murad            150,000      146,626         -      296,626                -            -           -        -                 -              296,626            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Ahmed Al 
   Ahmadi*              75,000       71,313         -      146,313                -            -           -        -                 -              146,313            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Edris Mohd 
   Rafi Mohd 
   Saeed 
   Alrafi              225,000      154,626         -      379,626                -            -           -        -                 -              379,626            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Darwish 
   AlKetbi             150,000      145,626         -      295,626                -            -           -        -                 -              295,626            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Yousif 
   Abdulla 
   Taqi                 75,000       73,313         -      148,313                -            -           -        -                 -              148,313            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Second: Non-Executive Directors: 
------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 
  Jassim 
   Alseddiqi*                -        1,000         -        1,000                -            -           -        -                 -                1,000            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Rashed 
   Alkaabi             150,000      154,828         -      304,828                -            -           -        -                 -              304,828            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Third: Executive Directors: 
  Hisham 
   Alrayes             150,000      146,626         -      296,626                -            -           -        -                 -              296,626            - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
  Total              1,500,000    1,481,462    -         2,981,462                -            -           -        -                 -    2,981,462                    - 
               ---------------  -----------  --------  -----------  ---------------  -----------  ----------  -------  ----------------  -------------------  ----------- 
 

CHAIRMAN'S REPORT

for the year ended 31 December 2022 (continued)

* These directors resigned during the year 2022 .

Notes:

   1.     All amounts in Bahraini Dinars. . 

2. The Bank does not have any variable remuneration payments, end of service benefits, or expense allowances paid to its directors .

   3.     Salaries and other benefits in their capacity as employee is reported in second table below. 

Board remuneration represents allocation of proposed remuneration for 2022 subject to approval of the Annual General Meeting .

Second: Executive Management Remuneration Details for Top 6 Executives:

 
 Executive management        Total paid      Total paid      Any other            Aggregate 
                              salaries and    remuneration    cash/ in             Amount 
                              allowances      (Bonus)         kind remuneration 
                                                              for 2021 
 Remunerations of top 
  6 executives, including 
  CEO* and CFO**                2,735,797       8,100,000         1,800,000         12,635,797 
                            --------------  --------------  -------------------  ------------- 
      All amounts in Bahraini Dinars. 
 
       * The highest authority in the executive management of the company, 
       the name may vary: (CEO, President, General Manager (GM), Managing 
       Director...etc. 
       ** The company's highest financial officer (CFO, Finance Director, 
       ...etc) 
 
       Notes: 
       1. A significant portion of executive management remuneration 
       are subject to deferral over a minimum period of 3 years as per 
       regulations of the Central Bank of Bahrain. In addition to the 
       paid benefits reported above, the Bank also operates a long-term 
       share incentive scheme award that that allows employees to participate 
       in a share-ownership plan. The Bank allocates shares awards that 
       vest over a period of 6 years under normal terms and are subject 
       to future performance conditions. The non-cash accounting charge 
       recognized for 2022 amounted to BD 2,613 thousand determined in 
       accordance with the requirements of IFRS 2. Refer to the Remuneration 
       related and share-based payment disclosures in the Annual Report 
       for a better understanding of the Bank's variable remuneration 
       framework components. 
 
       2. Remuneration information above exclude any Board remuneration 
       earned by executive management from their role in the board of 
       investee companies or other subsidiaries. 
 

Ghazi Faisal Ebrahim Alhajeri

Chairman

SHARI'A REPORT

for the year ended 31 December 2022

6 February 2023

5 Rajab 1443 AH

SHARIA SUPERVISORY BOARD REPORT TO THE SHAREHOLDERS

Report on the activities of GFH Financial Group B.S.C.

for the financial year ending 31 December 2022

Prayers and Peace Upon the Last Apostle and Messenger, Our prophet Mohammed, His comrades and Relatives.

The Sharia Supervisory Board of GFH Financial Group have reviewed the Bank's investment activates and compared them with the previously issued fatawa and rulings during the financial year 31st December 2022.

Respective Responsibility of Sharia Supervisory Board

The Sharia Supervisory Board believes that as a general principle and practice, the Bank Management is responsible for ensuring that it conducts its business in accordance with Islamic Sharia rules and principles. The Sharia Supervisory Board responsibility is to express an independent opinion on the basis of its control and review of the Bank's operations and to prepare this report.

Basis of opinion

Based on Sharia Supervisory Board fatwas and decisions, AAOIFI standards and Sharia Audit plan, the Sharia Supervisory Board through its periodic meetings reviewed the Sharia Audit function reports and examined the compliance of documents and transactions in regards to Islamic Sharia rules and principles, in coordination with Sharia Implementation & Coordination function. Furthermore, the Bank's management explained and clarified the contents of Consolidated Balance Sheet, Consolidated Income Statement, Consolidated statement of Zakah and Charity fund, and attached notes for the financial year ended on 31st December 2022 to our satisfaction.

Opinion

The Sharia Supervisory Board believes that,

-- The contracts, transactions and dealings entered into by the Bank are in compliance with Islamic Sharia rules and principles

-- The distribution of profit and allocation of losses on investments was in line with the basis and principles approved by the Sharia Supervisory Board and in accordance to the Islamic Sharia rules and principles

-- Any earnings resulted from sources or means prohibited by the Islamic Sharia rules and principles, have been directed to the Charity account.

-- Zakah was calculated according to the Islamic Sharia rules and principles, by the net assets method. And the shareholders should pay their portion of Zakah on their shares as stated in the Zakah guide.

-- The Bank was committed to comply with Islamic Sharia rules and principles, the Sharia Supervisory Board fatawa and guidelines, Sharia related policies and procedures, AAOIFI's Sharia standards, and Sharia directives issued by the CBB.

Praise be to Allah, Lord of the worlds.

Prayer on Prophet Mohammed (Peace Be Upon Him), all his family and Companions.

 
 
 
 
 
 
   Sheikh Nedham Yaqoubi                                               Sheikh Abdulla Al Menai 
 
 
 
 
 
 
   Sheikh Abdulaziz Al Qassar                                           Sheikh Fareed Hadi 

Independent auditors' report

To the Shareholders of

GFH Financial Group B.S.C.

PO Box 10006

Manama

Kingdom of Bahrain

 
 
 

We have audited the accompanying consolidated financial statements of GFH Financial Group Bank B.S.C. (the "Bank"), and its subsidiaries (together the "Group") which comprise the consolidated statement of financial position as at 31 December 2022, the consolidated statements of income, changes in owners' equity, cash flows, changes in restricted investment accounts and sources and uses of zakah and charity fund for the year then ended, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2022, and consolidated results of its operations, changes in owners' equity, its cash flows, changes in restricted investment accounts and its sources and uses of zakah and charity fund for the year then ended in accordance with the Financial Accounting Standards ("FAS") issued by the Accounting and Auditing Organisation for Islamic Financial Institutions ("AAOIFI").

In our opinion, the Group has also complied with the Islamic Shariah Principles and Rules as determined by the Group's Shariah Supervisory Board during the year ended 31 December 2022.

 
 
 

We conducted our audit in accordance with Auditing Standards for Islamic Financial Institutions ("ASIFIs") issued by AAOIFI. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with AAOIFI's Code of Ethics for Accountants and Auditors of Islamic Financial Institutions, together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Kingdom of Bahrain, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 
 
 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

INDEPENT AUDITORS REPORT TO THE SHAREHOLDERS (continued)

GFH Financial Group B.S.C.

Key Audit Matters (continued)

 
 
 

Refer accounting policy in note 4(h) (i) and (q) , use of estimates and judgments in note 5 and management of credit risk in note 35 (a).

 
 The key audit matter                                                How the matter was addressed 
                                                                      in our audit 
        We focused on this area because:                                  Our procedures included: 
 
         *    of the significance of financing assets representing        Control testing 
              15% of total assets.                                        We performed walk throughs to 
                                                                          identify the key systems, applications 
                                                                          and controls used in the ECL 
                                                                          processes. Key aspects of our 
         *    The estimation of expected credit losses ("ECL") on         controls testing involved the 
              financing assets involve significant judgment and           following: 
              estimates. The key areas where we identified greater 
              level of management judgment and estimates are:              *    testing the design and operating effectiveness of the 
                                                                                key controls over the completion and accuracy of the 
                                                                                key inputs and assumptions into the ECL Model; 
 
        a. Use of complex models 
        Use of inherently judgmental 
        complex models to estimate ECL                                     *    evaluating the design and operating effectiveness of 
        which involves determining Probabilities                                the key controls over the application of staging 
        of default ("PD"), Loss Given                                           criteria; 
        Default ("LGD") and Exposure 
        At default ("EAD"). The PD models 
        are considered the drivers of 
        the ECLs.                                                          *    evaluating controls over validation, implementation, 
                                                                                and model monitoring; 
        b. Economic scenarios 
        The need to measure ECLs on an 
        unbiased forward-looking basis 
        incorporating a range of economic                                  *    evaluating controls over authorization and 
        conditions. Significant management                                      calculation of post model adjustments and management 
        judgment is applied in determining                                      overlays; and 
        the economic scenarios used and 
        the probability weightings applied 
        to them. 
                                                                           *    testing key controls relating to selection and 
        c. Management overlays                                                  implementation of material macro-economic variables 
        Adjustments to the ECL model                                            and the controls over the scenario selection and 
        results are made by management                                          probabilities. 
        to address known impairment model 
        limitations or emerging trends 
        or risks. Such adjustments are 
        inherently uncertain and significant                              Tests of details 
        management judgment is involved                                    *    Sample testing over key inputs and assumptions 
        in estimating these amounts.                                            impacting ECL calculations to assess the 
                                                                                reasonableness of economic forecast, weights, and PD 
                                                                                assumptions applied; and 
 
 
 
                                                                           *    Selecting a sample of post model adjustments to 
                                                                                assess the reasonableness of the adjustments by 
                                                                                challenging key assumptions, inspecting the 
                                                                                calculation methodology and tracing a sample of the 
                                                                                data used back to the source data. 
------------------------------------------------------------------  ----------------------------------------------------------------- 
 

INDEPENT AUDITORS REPORT TO THE SHAREHOLDERS (continued)

GFH Financial Group B.S.C.

Key Audit Matters (continued)

 
 The key audit matter   How the matter was addressed 
                         in our audit 
                             Use of specialists 
                               *    We involved our information technology specialists in 
                                    testing the relevant general IT and applications 
                                    controls over the key systems used in the ECL 
                                    process; 
 
 
 
                               *    We involved our credit risk specialists to assist us 
                                    in: 
 
 
                              a. evaluating the appropriateness 
                              of the Groups' ECL methodologies 
                              (including the staging criteria 
                              used); 
                              b. on a test basis, re-performing 
                              the calculation of certain components 
                              of the ECL model (including the 
                              staging criteria); 
                              c. evaluating the appropriateness 
                              of the Group's methodology for 
                              determining the economic scenarios 
                              used and the probability weighing 
                              applied to them; and 
                              d. evaluating the overall reasonableness 
                              of the management economic forecast 
                              by comparing it to external market 
                              data. 
 
                              Disclosure s 
                              Evaluating the adequacy of the 
                              Group's disclosures related to 
                              ECL on financing assets by reference 
                              to the relevant accounting standards. 
                       ================================================================== 
 
 
 
 

Refer accounting policy in note 4g(iv) and fair value of level 3 financial instruments in note 33.

 
 The key audit matter                       How the matter was addressed 
                                             in our audit 
 We considered this as a key audit              Our procedures included: 
  area we focused on because the 
  valuation of unquoted equity                    *    we involved our own valuation specialists to assist 
  securities held at fair value                        us in: 
  (level 3) requires the application 
  of valuation techniques which 
  often involve the exercise of                   *    evaluating the appropriateness of the valuation 
  significant judgment by the Group                    methodologies used by comparing with observed 
  and the use of significant unobservable              industry practice; 
  inputs and assumptions. 
 
                                                  *    evaluating the reasonableness of key input and 
                                                       assumptions used by using our knowledge of the 
                                                       industries in which the investees operate and 
                                                       industry norms. 
                                           =============================================================== 
 

INDEPENT AUDITORS REPORT TO THE SHAREHOLDERS (continued)

GFH Financial Group B.S.C.

Key Audit Matters (continued)

 
 The key audit matter   How the matter was addressed 
                         in our audit 
 
                                    *    comparing the key underlying financial data and 
                                         inputs used in the valuation to external sources, 
                                         investee company financial and management information, 
                                         as applicable. 
 
 
 
                                   Disclosures 
                                   Evaluating the adequacy of the 
                                   Group's disclosures related to 
                                   valuation of unquoted equity 
                                   instruments by reference to the 
                                   relevant accounting standards. 
                       ======================================================================== 
 
 
 
 

The board of directors is responsible for the other information. The other information comprises the annual report but does not include the consolidated financial statements and our auditors' report thereon. Prior to the date of this auditors' report, we obtained the Chairman's report and other sections which forms part of the annual report.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we have obtained prior to the date of this auditors' report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 
 
 

The board of directors is responsible for the Group's undertaking to operate in accordance with Islamic Sharia Rules and Principles as determined by the Group's Shariah Supervisory Board.

The board of directors is also responsible for the preparation and fair presentation of the consolidated financial statements in accordance with FAS, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

INDEPENT AUDITORS REPORT TO THE SHAREHOLDERS (continued)

GFH Financial Group B.S.C.

 
 
 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ASIFIs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ASIFIs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors.

- Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

INDEPENT AUDITORS REPORT TO THE SHAREHOLDERS (continued)

GFH Financial Group B.S.C.

 
 
 

As required by the Commercial Companies Law and Volume 2 of the Rulebook issued by the Central Bank of Bahrain, we report that:

a) the Bank has maintained proper accounting records and the consolidated financial statements are in agreement therewith;

b) the financial information contained in the chairman's report is consistent with the consolidated financial statements;

c) we are not aware of any violations during the year of the Commercial Companies Law, the CBB and Financial Institutions Law No. 64 of 2006 (as amended), the CBB Rule Book (Volume 2, applicable provisions of Volume 6 and CBB directives), the CBB Capital Markets Regulations and associated resolutions, the Bahrain Bourse rules and procedures or the terms of the Bank's memorandum and articles of association that would have had a material adverse effect on the business of the Bank or on its financial position; and

d) satisfactory explanations and information have been provided to us by management in response to all our requests.

The engagement partner on the audit resulting in this independent auditors' report is Mahesh Balasubramanian.

KPMG Fakhro

Partner Registration Number 137

9 February 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2022 US$ 000's

 
                                               Note   31 December   31 December 
                                                          2022          2021 
 
 ASSETS 
 Cash and bank balances                         6         858,239       722,471 
 Treasury portfolio                             7       4,210,020     3,131,246 
 Financing assets                               8       1,435,238     1,311,002 
 Investment in real estate                      9       1,287,085     1,905,598 
 Proprietary investments                        10      1,005,053       170,317 
 Co-investments                                 11        142,051       171,877 
 Receivables and other assets                   12        589,869       531,488 
 Property and equipment                         13        232,736       139,687 
                                                     ------------  ------------ 
 
   Total assets                                         9,760,291     8,083,686 
                                                     ============  ============ 
 
 LIABILITIES 
 Clients' funds                                           123,300       216,762 
 Placements from financial institutions                 3,790,870     2,278,480 
 Placements from non-financial institutions 
  and individuals                               14      1,064,258       773,612 
 Current accounts                                         131,234       133,046 
 Term financing                                 15      1,942,198     1,750,667 
 Other liabilities                              16        423,363       404,654 
                                                     ------------  ------------ 
 
 Total liabilities                                      7,475,223     5,557,221 
                                                     ------------  ------------ 
 
 Total equity of investment account 
  holders                                       17      1,213,674     1,358,344 
 
 OWNERS' EQUITY 
 Share capital                                  18      1,015,637     1,000,637 
 Treasury shares                                        (105,598)      (48,497) 
 Statutory reserve                                         36,995        27,970 
 Investment fair value reserve                           (53,195)      (28,561) 
 Foreign currency translation reserve                           -      (70,266) 
 Retained earnings                                         95,831        81,811 
 Share grant reserve                            19          6,930             - 
 Total equity attributable to shareholders 
  of Bank                                                 996,600       963,094 
 Non-controlling interests                                 74,794       205,027 
                                                     ------------  ------------ 
 
   Total owners' equity                                 1,071,394     1,168,121 
                                                     ------------  ------------ 
 Total liabilities, equity of investment 
  account holders and owners' equity                    9,760,291     8,083,686 
                                                     ============  ============ 
 

The consolidated financial statements were approved by the Board of Directors on 9 February 2023 and signed on its behalf by:

Ghazi Faisal Ebrahim Alhajeri Hisham Alrayes

Chairman Chief Executive Officer & Board member

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2022 US$ 000's

 
                                                   Note     2022       2021 
 
 
 Investment banking income 
 Deal related income                                        86,967    102,304 
 Fees based income                                          33,536      8,083 
                                                           120,503    110,387 
                                                         --------- 
 Commercial banking income 
 Income from financing                                      94,751     79,333 
 Treasury and investment income                             61,021     55,258 
 Fee and other income                                        9,211      4,630 
 Less: Return to investment account 
  holders                                           17    (38,051)   (31,710) 
 Less: Finance expense                                    (47,960)   (35,685) 
                                                            78,972     71,826 
                                                         --------- 
 Income from proprietary and co-investments 
 Direct investment income, net                              68,815     14,670 
 Income from co-investments, net                            22,915     14,280 
 Share of profit / (loss) from equity-accounted 
  investees                                                 12,437       (61) 
 Income from sale of assets                                 13,388     24,885 
 Leasing and operating income                                7,753      4,959 
                                                         --------- 
                                                           125,308     58,733 
                                                         --------- 
 Treasury and other income 
 Finance and treasury portfolio income, 
  net                                                       96,977    107,159 
 Other income, net                                  20      19,910     50,643 
                                                           116,887    157,802 
                                                         --------- 
 Total income                                              441,670    398,748 
                                                         ---------  --------- 
 
 Staff costs                                        21      70,415     63,231 
 Other operating expenses                           22      77,532     70,299 
 Finance expense                                           192,706    137,020 
 Impairment allowances                              23       3,310     35,581 
 Total expenses                                            343,963    306,131 
                                                         --------- 
 
 Profit for the year                                        97,707     92,617 
                                                         =========  ========= 
 
 
 Attributable to: 
 Shareholders of the Bank     90,253   84,224 
 Non-controlling interests     7,454    8,393 
                              97,707   92,617 
                             =======  ======= 
 
 
 Earnings per share 
 Basic and diluted earnings per share 
  (US cents)                              2.65   2.60 
                                         -----  ----- 
 
 

Ghazi Faisal Ebrahim Alhajeri Hisham Alrayes

Chairman Chief Executive Officer & Board member

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements .

CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY

for the year ended 31 December 2022 US$ 000's

 
                                                  Attributable to shareholders of the Bank 
                                                                         Foreign 
                                                          Investment    currency                                                               Total 
                       Share      Treasury    Statutory   fair value   translation   Retained    Share grant               Non-Controlling    owners' 
 31 December 2022     capital      shares      reserve     reserve       reserve     earnings      reserve       Total     Interests (NCI)    equity 
                    ----------                                                                                 --------- 
 
 Balance at 1 
  January 2022       1,000,637    (48,497)       27,970     (28,561)      (70,266)     81,811               -    963,094           205,027   1,168,121 
 Profit for the 
  period                     -           -            -            -             -     90,253               -     90,253             7,454      97,707 
 Transfer on 
  reclassification 
  from FVTE to 
  amortised cost 
  (Note 7)                   -           -            -       41,320             -          -               -     41,320                 -      41,320 
 Fair value 
  changes during 
  the period                 -           -            -     (63,312)             -          -               -   (63,312)           (2,462)    (65,774) 
 Transfer to 
  income statement 
  on disposal of 
  sukuk                      -           -            -      (2,642)             -          -               -    (2,642)                 -     (2,642) 
 Total recognised 
  income and 
  expense                    -           -            -     (24,634)             -     90,253               -     65,619             4,992      70,611 
 
 Bonus shares 
  issued for 2021       15,000           -            -            -             -   (15,000)               -          -                 -           - 
 Dividend declared 
  for 2021                   -           -            -            -             -   (45,000)               -   (45,000)                 -    (45,000) 
 Purchase of 
  treasury shares            -    (79,141)            -            -             -          -               -   (79,141)                 -    (79,141) 
 Sale / vesting of 
  treasury shares            -      22,040            -            -             -    (5,725)               -     16,315                 -      16,315 
 Transfer to zakah 
  and charity fund           -           -            -            -             -    (1,483)               -    (1,483)                 -     (1,483) 
 Transferred to 
  income statement 
  on 
  deconsolidation 
  of subsidiaries 
  (Note 37)                  -           -            -            -        70,266          -               -     70,266                 -      70,266 
 Transfer to 
  statutory 
  reserve                    -           -        9,025            -             -    (9,025)               -          -                 -           - 
 Increase in NCI             -           -            -            -             -          -               -          -             6,492       6,492 
 Issue of shares 
  under incentive 
  scheme (note 19)           -           -            -            -             -          -           6,930      6,930                 -       6,930 
 Adjusted on 
  deconsolidation 
  of subsidiaries 
  (note 37)                  -           -            -            -             -          -               -          -         (141,717)   (141,717) 
 
   Balance at 31 
   December 2022     1,015,637   (105,598)       36,995     (53,195)             -     95,831           6,930    996,600            74,794   1,071,394 
                    ==========  ==========  ===========  ===========  ============  =========  ==============  =========  ================  ========== 
 

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY

for the year ended 31 December 2022 (continued) US$ 000's

 
                                                 Attributable to shareholders of the Bank 
                          Share     Treasury   Statutory   Investment     Foreign     Retained    Share     Total 
                         capital     shares     reserve    fair value    currency     earnings    grant                   Non          Total 
                                                            reserve     translation              reserve              -controlling    owners' 
 31 December 2021                                                         reserve                                      interests      equity 
                                                                                                                     -------------  ---------- 
 
 Balance at 1 January 
  2021 (as previously 
  reported)               975,637   (63,978)      19,548        5,592      (46,947)     22,385     1,093    913,330        272,733   1,186,063 
 Effect of adoption 
  of FAS 32                     -          -           -            -             -    (2,096)         -    (2,096)              -     (2,096) 
                       ----------  ---------  ----------  -----------  ------------  ---------  --------  ---------  -------------  ---------- 
 Balance at 1 January 
  2021 (restated)         975,637   (63,978)      19,548        5,592      (46,947)     20,289     1,093    911,234        272,733   1,183,967 
 Profit for the year            -          -           -            -             -     84,224         -     84,224          8,393      92,617 
 Fair value changes 
  during the year               -          -           -        (786)             -          -         -      (786)             62       (724) 
 Transfer to income 
  statement on 
  disposal of sukuk             -          -           -     (33,367)             -          -         -   (33,367)              -    (33,367) 
                       ----------  ---------  ----------  -----------  ------------  ---------  --------  ---------  -------------  ---------- 
 Total recognised 
  income and expense            -          -           -     (34,153)             -     84,224         -     50,071          8,455      58,526 
                       ----------  ---------  ----------  -----------  ------------  ---------  --------  ---------  -------------  ---------- 
 
 Bonus Shares issued 
  for 2020                 25,000          -           -            -             -   (25,000)         -          -              -           - 
 Dividends declared 
  for 2020                      -          -           -            -             -   (17,000)         -   (17,000)              -    (17,000) 
 Transfer to zakah 
  and charity fund              -          -           -            -             -    (1,572)         -    (1,572)          (142)     (1,714) 
 Transfer to 
  statutory reserve             -          -       8,422            -             -    (8,422)         -          -              -           - 
 Purchase of treasury 
  shares                        -   (45,025)           -            -             -          -         -   (45,025)              -    (45,025) 
 Sale / vesting of 
  treasury shares               -     60,506           -            -             -      5,121         -     65,627              -      65,627 
 Foreign currency 
  translation 
  differences                   -          -           -            -      (23,319)          -         -   (23,319)        (5,965)    (29,284) 
 Acquisition of NCI 
  without a change in 
  control                       -          -           -            -             -     23,078         -     23,078       (70,054)    (46,976) 
 Extinguishment of 
  Share grant reserve 
  to (retained 
  earnings)                     -          -           -            -             -      1,093   (1,093)          -              -           - 
 Balance at 31 
  December 2021         1,000,637   (48,497)      27,970     (28,561)      (70,266)     81,811         -    963,094        205,027   1,168,121 
                       ==========  =========  ==========  ===========  ============  =========  ========  =========  =============  ========== 
 

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2022 US$ 000's

 
                                                          31 December   31 December 
                                                              2022          2021 
 OPERATING ACTIVITIES 
 Profit for the year                                           97,707        92,617 
 Adjustments for: 
    Income from proprietary and co-investments              (125,308)      (58,733) 
    Income from treasury and other income                   (116,887)     (157,802) 
    Foreign exchange gain                                     (4,853)       (2,190) 
    Finance expense                                           192,706       137,020 
    Impairment allowances                                       3,310        35,581 
    Depreciation and amortisation                               5,841         2,541 
                                                         ------------ 
                                                               52,516        49,034 
 Changes in: 
    Placements with financial institutions (original 
     maturities of more than 3 months)                      (475,696)         6,541 
    Financing assets                                        (169,271)      (98,555) 
    Receivables and other assets                            (177,000)      (65,637) 
    CBB Reserve and restricted bank balance                  (12,676)      (13,612) 
    Clients' funds                                           (93,462)        85,827 
    Placements from financial institutions                  1,520,053       366,126 
    Placements from non-financial institutions 
     and individuals                                          290,646       267,966 
    Current accounts                                          (1,812)       (7,710) 
    (Return to) / receipt from equity of investment 
     account holders                                        (144,670)       201,351 
    Other liabilities                                       (113,660)      (60,384) 
                                                         ------------  ------------ 
 Net cash generated from operating activities                 674,968       730,947 
                                                         ------------  ------------ 
 
 INVESTING ACTIVITIES 
 Payments for purchase of equipment, net                      (1,818)       (3,604) 
 Proceeds from sale of proprietary and co-investments, 
  net                                                          30,441        13,391 
 Cash transferred on deconsolidation of a                    (80,119)             - 
  subsidiary 
 Purchase of treasury portfolio, net                        (467,860)   (1,177,088) 
 Profit received on treasury portfolio and 
  other income                                                111,054        95,759 
 Proceeds from sale of investment in real 
  estate                                                       19,209         9,741 
 Dividends received from proprietary and 
  co-investments                                               55,235        18,030 
 Payment for development of real estate asset                (65,809)       (6,515) 
 Cash paid on acquisition of subsidiaries                     (7,112)             - 
 Net cash used in investing activities                      (406,779)   (1,050,286) 
 
 FINANCING ACTIVITIES 
 Term financing, net                                          215,998       701,035 
 Finance expense paid                                       (204,649)     (190,713) 
 Dividends paid                                              (44,818)      (17,575) 
 (Purchase) / sale of treasury shares, net                   (38,000)        15,481 
                                                                       ------------ 
 Net cash (used) in / generated from financing 
  activities                                                 (71,469)       508,228 
                                                                       ------------ 
 
 Net increase in cash and cash equivalents 
  during the year                                             196,720       188,889 
 Cash and cash equivalents at 1 January *                     844,344       655,455 
                                                         ------------  ------------ 
 
 Cash and cash equivalents at 31 December                   1,041,064       844,344 
                                                         ============  ------------ 
 
 Cash and cash equivalents comprise: * 
 Cash and balances with banks (excluding 
  CBB Reserve balance and restricted cash)                    787,479       664,388 
 Placements with financial institutions (original 
  maturities of 3 months or less)                             253,585       179,956 
                                                         ------------  ------------ 
                                                            1,041,064       844,344 
                                                         ============  ============ 
 

* net of expected credit loss of US$ 11 thousand (31 December 2021: US$ 24 thousand)

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements .

CONSOLIDATED STATEMENT OF CHANGES IN RESTRICTED INVESTMENT ACCOUNTS

for the year ended 31 December 2022

 
31 December    Balance at 1 January                                                                                 Balance at 31 December 
2022                    2022                                    Movements during the year                                     2022 
                    Average                                                                                                Average 
              No.    value                                                                Group's                    No.    value 
              of      per               Investment/                  Gross    Dividends   fees as   Administration   of      per    Total 
             units   share     Total    (withdrawal)  Revaluation   income      paid     an agent      expenses     units   share    US$ 
Company      (000)    US$    US$ 000's   US$ 000's     US$ 000's   US$ 000's  US$ 000's  US$ 000's     US$ 000's    (000)    US$    000's 
             -----  -------  ---------  ------------  -----------  ---------  ---------  ---------  --------------  -----  -------  ----- 
 
Mena Real 
 Estate 
 Company 
 KSCC          150     0.33         50             -            -          -          -          -               -    150     0.33     50 
Al Basha'er 
 Fund           12     7.87         94             -            -          -          -          -               -     12     7.87     94 
Safana 
 Investment 
 (RIA 
 1) (#)      1,247     2.65      3,305             -            -          -          -          -               -  1,247     2.65  3,305 
Shaden Real 
 Estate 
 Investment 
 WLL (RIA 
 5) (#)        269     2.65        713             -            -          -          -          -               -    269     2.65    713 
                                 4,162             -            -          -          -          -               -                  4,162 
                             =========  ============  ===========  =========  =========  =========  ==============                  ===== 
 
 
31 December     Balance at 1 January                                                                                 Balance at 31 December 
2021                     2021                                    Movements during the year                                    2021 
                     Average                                                                                                Average 
               No.    value                                                                Group's                    No.    value 
               of      per               Investment/                  Gross    Dividends   fees as   Administration   of      per    Total 
              units   share     Total    (withdrawal)  Revaluation   income      paid     an agent      expenses     units   share     US$ 
Company       (000)    US$    US$ 000's   US$ 000's     US$ 000's   US$ 000's  US$ 000's  US$ 000's     US$ 000's    (000)    US$     000's 
              -----  -------  ---------  ------------  -----------  ---------  ---------  ---------  --------------  -----  -------  ------ 
 
Mena Real 
 Estate 
 Company 
 KSCC           150     0.33         50             -            -          -          -          -                    150     0.33      50 
Al Basha'er 
 Fund            12     7.91         95           (2)            -          -          -          -               -     12     7.87      94 
Safana 
 Investment 
 (RIA 
 1) (#)       6,254     2.65     16,573      (13,268)            -          -          -          -               -  1,247     2.65   3,305 
Shaden Real 
 Estate 
 Investment 
 WLL (RIA 5) 
 (#)          3,434     2.65      9,100       (8,387)            -          -          -          -               -    269     2.65     713 
Locata 
 Corporation 
 Pty 
 Ltd (RIA 6) 
 (#)          2,633     1.00      2,633       (2,633)            -          -          -          -               -      -        -       - 
                              ---------                                                                                              ------ 
                                 28,451      (24,290)            -          -          -          -               -                   4,162 
                              =========  ============  ===========  =========  =========  =========  ==============                  ====== 
 

(#) Represents restricted investment accounts of Khaleeji Commercial Bank BSC, a consolidated subsidiary

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements .

CONSOLIDATED STATEMENT OF SOURCES AND USES OF ZAKAH AND CHARITY FUND

for the year ended 31 December 2022 US$ 000's

 
                                             2022      2021 
 
 Sources of zakah and charity fund 
 Contributions by the Group                   2,531     1,766 
 Non-Sharia income (note 28)                     88        31 
 
 Total sources                                2,619     1,797 
                                           --------  -------- 
 
 Uses of zakah and charity fund 
 Utilisation of zakah and charity fund      (1,903)   (1,970) 
 
 Total uses                                 (1,903)   (1,970) 
                                           --------  -------- 
 
 Surplus of sources over uses                   716     (173) 
 Undistributed zakah and charity fund at 
  1 January                                   5,208     5,346 
 
 Undistributed zakah and charity fund at 
  31 December (note 16)                       5,924     5,173 
                                           ========  ======== 
 
 
 Represented by: 
 Zakah payable        753     954 
 Charity fund       5,171   4,219 
 
                    5,924   5,173 
                   ======  ====== 
 

The accompanying notes 1 to 39 form an integral part of these consolidated financial statements .

   1    REPORTING ENTITY 

GFH Financial Group BSC ("the Bank") was incorporated as Gulf Finance House BSC in 1999 in the Kingdom of Bahrain under Commercial Registration No. 44136 and operates under an Islamic Wholesale Investment Banking license issued by the Central Bank of Bahrain ("CBB"). The Bank's shares are listed on the Bahrain, Kuwait, Dubai and Abu Dhabi Financial Market Stock Exchanges. The Bank's sukuk certificates are listed on London Stock Exchange.

The Bank's activities are regulated by the CBB and supervised by a Shari'a Supervisory Board. The principal activities of the Bank include investment advisory services and investment transactions which comply with Islamic rules and principles determined by the Bank's Shari'a Supervisory Board.

The consolidated financial statements for the year comprise the results of the Bank and its subsidiaries (together referred to as "the Group"). The significant subsidiaries of the Bank which consolidated in these financial statements are:

 
                                                   Effective 
                                                    ownership 
                                                    interests 
                                                    as at 31 
                                   Country of       December 
         Investee name            incorporation       2022          Activities 
 GFH Capital Limited             United Arab          100%      Investment 
                                  Emirates                       management 
                                ----------------  -----------  ------------------- 
 GFH Capital S.A.                Saudi Arabia         100%      Investment 
                                                                 management 
                                ----------------  -----------  ------------------- 
 Khaleeji Commercial Bank        Kingdom of          85.14%     Islamic retail 
  BSC ('KHCB')                    Bahrain                        bank 
                                ----------------  -----------  ------------------- 
 Al Areen Project companies                           100%      Real estate 
                                                                 development 
                                ----------------  -----------  ------------------- 
 GBCORP Tower Group Ltd                              62.91%     Own & lease 
                                                                 real estate 
                                                  -----------  ------------------- 
 GBCORP B.S.C (c)*                                   42.91%     Islamic investment 
                                                                 firm 
                                                  -----------  ------------------- 
 Residential South Real Estate                        100%      Real estate 
  Development Company (RSRED)                                    development 
                                                  -----------  ------------------- 
 Harbour House Row Towers                             100%      Own & lease 
  W.L.L.                                                         real estate 
                                                  -----------  ------------------- 
 Al Areen Hotels W.L.L. (Note                         100%      Hospitality 
  38)                                                            management 
                                                                 services 
                                                  -----------  ------------------- 
 Britus International School                          100%      Educational 
  for Special Education W.L.L                                    institution 
                                ----------------  -----------  ------------------- 
 Gulf Holding Company KSCC       State of Kuwait     53.63%     Investment 
                                                                 in real estate 
                                ----------------  -----------  ------------------- 
 SQ Topco II LLC (Note 38)       United States        51%       Property 
                                                                 asset management 
                                                                 Company 
                                ----------------  -----------  ------------------- 
 Big Sky Asset Management        United States        51%       Real estate 
  LLC                                                            investment 
  (Note 38)                                                      manager 
                                ----------------  -----------  ------------------- 
 Roebuck A M LLP                 United Kingdom       60%       Property 
                                                                 asset management 
                                                                 Company 
                                ----------------  -----------  ------------------- 
 

The Bank has other SPE holding companies and subsidiaries, which are set up to supplement the activities of the Bank and its principal subsidiaries.

* During the year the Bank divested 20% equity stake without losing controlling interest in the entity.

   2    STATEMENT OF COMPLIANCE 

The consolidated financial statements have been prepared in accordance with the Financial Accounting Standards ('FAS') issued by the Accounting and Auditing Organisation for Islamic Financial Institutions ("AAOIFI") and in conformity with Commercial Companies Law. In line with the requirement of AAOIFI and the Rulebook issued by CBB, for matters that are not covered by FAS, the Group uses guidance from the relevant International Financial Reporting Standards (IFRS).

The accounting policies used in the preparation of annual audited consolidated financial statements of the Group for the year ended 31 December 2020 and 31 December 2021 were in accordance with FAS as modified by CBB (refer to the Group's audited financial statements for the year ended 31 December 2021 for the details of the COVID-19 related modifications applied). Since the CBB modification were specific to the financial year 2020 and no longer apply to both the current and comparative periods presented, the Group's financial statements for the year ended 31 December 2022 has been prepared in accordance with FAS issued by AAOIFI (without any modifications).

   3    BASIS OF MEASUREMENT 

The consolidated financial statements are prepared on the historical cost basis except for the measurement at fair value of investment securities.

The Group classifies its expenses in the consolidated income statement by the nature of expense method. The consolidated financial statements are presented in United States Dollars (US$), which is also the functional currency of the Group's operations. All financial information presented in US$ has been rounded to the nearest thousands, except when otherwise indicated.

The preparation of consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies. 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 and in any future periods affected. Management believes that the underlying assumptions are appropriate and the Group's consolidated financial statements therefore present the financial position and results fairly. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 5.

The below paragraphs and tables describe the Group's significant lines of business and sources of revenue they are associated with.

Activities:

The Group's primary activities include:

a) to provide investment opportunities and manage assets on behalf of its clients as an agent,

b) to provide commercial banking services,

c) to undertake targeted development and sale of infrastructure and real estate projects for enhanced returns, and

d) to co-invest with clients and hold strategic proprietary assets as a principal. In addition, the Group also manages its treasury portfolio with the objective of earning higher returns from capital and money market opportunities.

   3    BASIS OF MEASUREMENT (continued) 

Segments:

To undertake the above activities, the Group has organised itself in the following operating segments units:

 
 Investment banking   Investment banking segment focuses on private 
                       equity and asset management activities. Private 
                       equity activities include acquisition of interests 
                       in unlisted businesses at average prices with 
                       potential for growth. The Group acts as both 
                       a principal and an intermediary by acquiring, 
                       managing and realizing investments in investment 
                       assets for institutional and high net worth clients. 
                       The asset management unit is responsible for 
                       identifying and managing investments in income 
                       yielding real estate and leased assets in the 
                       target markets. 
                       Investment banking activities focuses on acquiring, 
                       managing and realizing investments to achieve 
                       and exceed benchmark returns. 
                       Investment banking activities produce fee-based, 
                       activity-based and asset-based income for the 
                       Group. Assets under this segment include investment 
                       banking receivables. 
 Commercial banking   This includes all sharia compliant corporate 
                       banking and retail banking activities of the 
                       Group provided through the Group's subsidiary, 
                       Khaleeji Commercial Bank BSC. The subsidiary 
                       also manages its own treasury and proprietary 
                       investment book within this operating segment. 
                     ------------------------------------------------------ 
 Proprietary          All common costs and activities that are undertaken 
  and treasury         at the Group level, including treasury and residual 
                       proprietary and co-investment assets, is considered 
                       as part of the Proprietary and treasury activities 
                       of the Group. 
                     ------------------------------------------------------ 
 

Each of the above operating segments, except commercial banking which is a separate subsidiary, has its own dedicated team of professionals and are supported by a common placement team and support units.

The strategic business units offer different products and services and are managed separately because they require different strategies for management and resource allocation within the Group. For each of the strategic business units, the Group's Board of Directors (chief operating decision makers) review internal management reports on a quarterly basis.

The performance of each operating segment is measured based on segment results and are reviewed by the management committee and the Board of Directors on a quarterly basis. Segment results is used to measure performance as management believes that such information is most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing, if any is determined on an arm's length basis.

The Group classifies directly attributable revenue and cost relating to transactions originating from respective segments as segment revenue and segment expenses respectively. Indirect costs is allocated based on cost drivers/factors that can be identified with the segment and/ or the related activities. The internal management reports are designed to reflect revenue and cost for respective segments which are measured against the budgeted figures. The unallocated revenues, expenses, assets and liabilities related to entity-wide corporate activities and treasury activities at the Group level. Expenses are not allocated to the business segment.

   3    BASIS OF MEASUREMENT (continued) 

Sources of revenue:

The Group primarily earns its revenue from the following sources and presents its statement of income accordingly:

 
 Activity/ Source          Products                        Types of revenue 
 Investment banking        Deal-by-deal offerings          Deal related income , earned 
                            of private equity, income       by the Group from structuring 
                            yielding asset opportunities    and sale of assets. 
 
                                                            Fee based income , in the 
                                                            nature of management fees, 
                                                            performance fee, acquisition 
                                                            fee and exit fee which are 
                                                            contractual in nature 
                          ------------------------------  ------------------------------------ 
 Commercial banking        Islamic Shari'ah compliant      Financing income, fees and 
                            corporate, institutional        investment income (net of 
                            and retail banking financing    direct funding costs) 
                            and cash management 
                            products and services 
                          ------------------------------  ------------------------------------ 
 Proprietary investments   Proprietary investments         Includes dividends, gain 
                            comprise the Group's            / (loss) on sale and remeasurement 
                            strategic investment            of proprietary investments 
                            exposure. This also             and share of profit / (loss) 
                            includes equity -accounted      of equity accounted investees 
                            investees where the 
                            Bank has significant            Income from restructuring 
                            influence                       of liabilities and funding 
                                                            arrangements are also considered 
                                                            as income from proprietary 
                                                            investments 
                          ------------------------------  ------------------------------------ 
 Co-investment             Represent the Group's           Dividends, gain / (loss) 
                            co-investment along             on co-investments of the 
                            with its clients in             Bank 
                            the products promoted 
                            by the Group 
                          ------------------------------  ------------------------------------ 
 Sale of assets            Proprietary holdings            Development and sale income 
                            of real estate for direct       arises from development 
                            sale, development and           and real estate projects 
                            sale, and/ or rental            of the Group based on percentage 
                            yields. This also includes      of completion (POC) method. 
                            the group's holding 
                            or participation in             Leasing and operating income, 
                            leisure and hospitality         from rental and other ancillary 
                            assets.                         income from investment in 
                                                            real estate and other assets. 
                          ------------------------------  ------------------------------------ 
 Treasury operations       Represents the Bank's           Income arising from the 
                            liquidity management            deployment of the Bank's 
                            operations, including           excess liquidity, through 
                            its fund raising and            but not limited to short 
                            deployment activities           term placements with bank 
                            to earn a commercial            and financial institutions, 
                            profit margin.                  money market instruments, 
                                                            capital market and other 
                                                            related treasury investments. 
                          ------------------------------  ------------------------------------ 
 
   4    SIGNIFICANT ACCOUNTING POLICIES 

The significant accounting policies applied in the preparation of these consolidated financial statements are set out below. These accounting policies have been applied consistently to all periods presented in the consolidated financial statements and have been consistently applied by the Group.

(a) New standards, amendments, and interpretations effective for annual periods beginning on or after 1 January 2022

The following new standards and amendments to standards are effective for financial years beginning on or after 1 January 2022 with an option to early adopt. However, the Group has not early adopted any of these standards.

   (i)   FAS 38 Wa'ad, Khiyar and Tahawwut 

AAOIFI has issued FAS 38 Wa'ad, Khiyar and Tahawwut in 2020. The objective of this standard is to prescribe the accounting and reporting principles for recognition, measurement and disclosures in relation to shariah compliant Wa'ad (promise), Khiyar (option) and Tahawwut (hedging) arrangements for Islamic financial institutions. This standard is effective for the financial reporting periods beginning on or after 1 January 2022 with an option to early adopt.

This standard classifies Wa'ad and Khiyar arrangements into two categories as follows:

a) "ancillary Wa'ad or Khiyar" which is related to a structure of transaction carried out using other products i.e. Murabaha, Ijarah Muntahia Bittamleek, etc.; and

b) "product Wa'ad and Khiyar" which is used as a stand-alone Shariah compliant arrangement.

Further, the standard prescribes accounting for constructive obligations and constructive rights arising from the stand-alone Wa'ad and Khiyar products and accounting for Tahawwut (hedging) arrangements based on a series of Wa'ad and Khiyar contracts.

The Group did not have any significant impact on adoption this standard.

(b) New standards, amendments, and interpretations issued but not yet effective

The following new standards and amendments to standards are issued but not yet effective which are relevant for the Group with an option to early adopt. However, the Group has not early adopted any of these standards.

   (i)   FAS 39 Financial Reporting for Zakah 

AAOIFI has issued FAS 39 Financial Reporting for Zakah in 2021. The objective of this standard is to establish principles of financial reporting related to Zakah attributable to different stakeholders of an Islamic financial Institution. This standard supersedes FAS 9 Zakah and is effective for the financial reporting periods beginning on or after 1 January 2023 with an option to early adopt.

This standard shall apply to institution with regard to the recognition, presentation and disclosure of Zakah attributable to relevant stakeholders. While computation of Zakah shall be applicable individually to each institution within the Group, this standard shall be applicable on all consolidated and separate / standalone financial statements of an institution.

This standard does not prescribe the method for determining the Zakah base and measuring Zakah due for a period. An institution shall refer to relevant authoritative guidance for determination of Zakah base and to measure Zakah due for the period. (for example: AAOIFI Shari'a standard 35 Zakah, regulatory requirements or guidance from Shari'a supervisory board, as applicable).

The Group is assessing the impact of adoption of this standard.

   4    SIGNIFICANT ACCOUNTING POLICIES (continued) 

(ii) FAS 1 General Presentation and Disclosures in the Financial Statements

AAOIFI has issued the revised FAS 1 General Presentation and Disclosures in the Financial Statements in 2021. This standard describes and improves the overall presentation and disclosure requirements prescribed in line with the global best practices and supersedes the earlier FAS 1. It is applicable to all the Islamic Financial Institutions and other institutions following AAOIFI FAS's. This standard is effective for the financial reporting periods beginning on or after 1 January 2024 with an option to early adopt.

The revision of FAS 1 is in line with the modifications made to the AAOIFI conceptual framework for financial reporting.

Some of the significant revisions to the standard are as follows:

   a)   Revised conceptual framework is now integral part of the AAOIFI FAS's; 
   b)   Definition of Quassi equity is introduced; 
   c)   Definitions have been modified and improved; 
   d)   Concept of comprehensive income has been introduced; 

e) Institutions other than Banking institutions are allowed to classify assets and liabilities as current and non-current;

   f)    Disclosure of Zakah and Charity have been relocated to the notes; 
   g)   True and fair override has been introduced; 

h) Treatment for change in accounting policies, change in estimates and correction of errors has been introduced;

   i)    Disclosures of related parties, subsequent events and going concern have been improved; 
   j)    Improvement in reporting for foreign currency, segment reporting; 

k) Presentation and disclosure requirements have been divided into three parts. First part is applicable to all institutions, second part is applicable only to banks and similar IFI's and third part prescribes the authoritative status, effective date an amendments to other AAOIFI FAS's; and

l) The illustrative financial statements are not part of this standard and will be issued separately.

The Group is assessing the impact of adoption of this standard and expects changes in certain presentation and disclosures in its consolidated financial statement in line with the wider market practice.

   (iii)   FAS 41 Interim financial reporting 

This standard prescribes the principles for the preparation of condensed interim financial information and the relevant presentation and disclosure requirements, emphasizing the minimum disclosures specific to Islamic financial institutions in line with various financial accounting standards issued by AAOIFI. This standard also provides an option for the institution to prepare a complete set of financial statements at interim reporting dates in line with the respective FAS's.

This standard will be effective for financial statements for the period beginning on or after 1 January 2023 and is not expected to have any significant impact on the Group's interim financial information.

   4    SIGNIFICANT ACCOUNTING POLICIES (continued) 

(c) Basis of consolidation

   (i)   Business combinations 

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

   --              the fair value of the consideration transferred; plus 
   --              the recognised amount of any non-controlling interest in the acquiree; plus 

-- if the business combination achieved in stages, the fair value of the pre-existing equity

interest in the     acquiree; less 

-- the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in the consolidated income statement.

The consideration transferred does not include amounts related to settlement of pre-existing relationships. Such amounts are generally recognised in the consolidated income statement. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not re-measured and settlement is accounted within equity. Otherwise subsequent changes in the fair value of the contingent consideration are recognised in the consolidated income statement.

(ii) Subsidiaries

Subsidiaries are those enterprises (including special purpose entities) controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which control commences until when control ceases.

(iii) Non-controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.

If less than 100% of a subsidiary is acquired, then the Group elects on a transaction-by-transaction basis to measure non-controlling interests either at:

   4    SIGNIFICANT ACCOUNTING POLICIES (continued) 

(c) Basis of consolidation (continued)

(iii) Non-controlling interests (NCI) (continued)

-- Fair value at the date of acquisition, which means that goodwill, or the gain on a bargain purchase, includes a portion attributable to ordinary non-controlling interests; or

-- the holders' proportionate interest in the recognised amount of the identifiable net assets of the acquire, which means that goodwill recognised, or the gain on a bargain purchase, relates only to the controlling interest acquired.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

   (iv)   Special purpose entities 

The consolidated financial statements of the Group comprise the financial statements of the Bank and its subsidiaries. Subsidiaries are those enterprises (including special purpose entities) controlled by the Bank. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and de-consolidated from the date that control ceases. Control is presumed to exist, when the Bank owns majority of voting rights in an investee.

Special purpose entities (SPEs) are entities that are created to accomplish a narrow and well-defined objective such as the securitisation of particular assets, or the execution of a specific borrowing or investment transaction and usually voting rights are relevant for the operating of such entities. An investor that has decision-making power over an investee and exposure to variability of returns determines whether it acts as a principal or as an agent to determine whether there is a linkage between power and returns. When the decision maker is an agent, the link between power and returns is absent and the decision maker's delegated power does not lead to a control conclusion. Where the Group's voluntary actions, such as lending amounts in excess of existing liquidity facilities or extending terms beyond those established originally, change the relationship between the Group and an SPE, the Group performs a reassessment of control over the SPE.

The Group in its fiduciary capacity manages and administers assets held in trust and other investment vehicles on behalf of investors. The financial statements of these entities are usually not included in these consolidated financial statements. Information about the Group's fiduciary assets under management is set out in note 26. For the purpose of reporting assets under management, the gross value of assets managed are considered.

   (v)    Loss of control 

When the Group losses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity. Any surplus or deficit arising on the loss of control is recognised in consolidated income statement. Any interest retained in the former subsidiary, is measured at fair value when control is lost. Subsequently it is accounted for as an equity-accounted investee or in accordance with the Group's accounting policy for investment securities depending on the level of influence retained.

   (vi)   Equity accounted investees 

This comprise investment in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exits when the Group holds between 20% and 50% of the voting power of another entity. A joint venture is an arrangement in which the Group has joint control, where the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 

(c) Basis of consolidation (continued)

(vi) Equity accounted investees (continued)

Associates and Joint venters are accounted for under equity method. These are initially recognised at cost and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investees after the date of acquisition. Distributions received from an investees reduce the carrying amount of the investment. Adjustments to the carrying amount may also be necessary for changes in the investor's proportionate interest in the investees arising from changes in the investee's equity. When the

Group's share of losses exceeds its interest in an equity-accounted investees, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the equity-accounted investees. Equity accounting is discontinued when an associate is classified as held-for-sale.

   (vii)      Transactions eliminated on consolidation and equity accounting 

Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency translation gains or losses) from intra-group transactions with subsidiaries are eliminated in preparing the consolidated financial statements. Intra-group gains on transactions between the Group and its equity-accounted investees are eliminated to the extent of the Group's interest in the investees. Unrealised losses are also eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Accounting policies of the subsidiaries and equity- accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

(d) Assets held-for-sale

Classification

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use within twelve months. A subsidiary acquired exclusively with a view to resale is classified as disposal group held-for-sale and income and expense from its operations are presented as part of discontinued operation.

Measurement

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property or biological assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on re-measurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted.

If the criteria for classification as held for sale are no longer met, the entity shall cease to classify the asset (or disposal group) as held for sale and shall measure the asset at the lower of its carrying amount before the asset (or disposal group) was classified as held-for-sale, adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset (or disposal group) not been classified as held-for-sale and its recoverable amount at the date of the subsequent decision not to sell.

(e) Foreign currency transactions

   (i)      Functional and presentation currency 

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is the Group's functional and presentation currency.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (e)        Foreign currency transactions (continued) 
   (ii)         Transactions and balances 

Transactions in foreign currencies are translated into the functional currency using the spot exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the spot exchange rate at the reporting date.

Non-monetary items that are measured based on historical cost in a foreign currency are translated using the spot exchange rate at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Translation differences on non-monetary items carried at their fair value, such as certain equity securities measured at fair value through equity, are included in investments fair value reserve.

   (iii)          Foreign operations 

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition are translated into US$ at exchange rates at the reporting date. The income and expenses of foreign operations are translated into US$ at the exchange rates at the date of the transactions. Foreign currency differences are accumulated into foreign currency translation reserve in owners' equity, except to the extent the translation difference is allocated to NCI.

When foreign operation is disposed of in its entirety such that control is lost, cumulative amount in the translation reserve is reclassified to consolidated income statement as part of the gain or loss on disposal.

   (f)   Offsetting of financing instruments 

Financial assets and liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to set off the recognised amounts and it intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Income and expense are presented on a net basis only when permitted under AAOIFI, or for gains and losses arising from a group of similar transactions.

(g) Investment securities

Investment securities are categorised as proprietary investments, co-investments and treasury portfolio.

(refer note 3 for categorisation)

Investment securities comprise debt type and equity type instruments but exclude investment in subsidiaries and equity-accounted investees (note 4 (c) (ii) and (vi)).

   (i)   Categorization and classification 

The classification and measurement approach for investments in sukuk, shares and similar instruments that reflects the business model in which such investments are managed and the underlying cash flow characteristics. Under the standard, each investment is to be categorized as either investment in:

   i)         equity-type instruments 
   ii)        debt-type instruments, including: 
   --      monetary debt-type instruments; and 
   --      non-monetary debt-type instruments. 
   iii)       other investment instruments 

Unless irrevocable initial recognition choices as per the standard are exercised, an institution shall classify investments as subsequently measured at either of:

   --    amortised cost; 
   --    fair value through equity (FVTE) or 
   --    fair value through income statement (FVTIS), on the basis of both: 

Ø the Group's business model for managing the investments; and

Ø the expected cash flow characteristics of the investment in line with the nature of the underlying Islamic finance contracts.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (g)        Investment securities (continued) 

(ii) Recognition and de-recognition

Investment securities are recognised at the trade date i.e. the date that the Group commits to purchase or sell the asset, at which date the Group becomes party to the contractual provisions of the instrument. Investment securities are derecognised when the rights to receive cash flows from the financial assets have expired or where the Group has transferred substantially all risk and rewards of ownership.

(iii) Measurement

Investment securities are measured initially at fair value plus, except for investment securities carried at FVTIS, transaction costs that are directly attributable to its acquisition or issue.

Subsequent to initial recognition, investments carried at FVTIS and FVTE are re-measured to fair value. Gains and losses arising from a change in the fair value of investments carried at FVTIS are recognised in the consolidated income statement in the period in which they arise. Gains and losses arising from a change in the fair value of investments carried at FVTE are recognised in the consolidated statement of changes in owners equity and presented in a separate investment fair value reserve in equity.

The fair value gains / (losses) are recognised taking into consideration the split between portions related to owners' equity and equity of investment account holders. When the investments carried at FVTE are sold, impaired, collected or otherwise disposed of, the cumulative gain or loss previously recognised in the statement of changes in owners' equity is transferred to the income statement.

Investments at FVTE where the entity is unable to determine a reliable measure of fair value on a continuing basis, such as investments that do not have a quoted market price or there are no other appropriate methods from which to derive reliable fair values, are stated at cost less impairment allowances.

(iv) Measurement principles

Amortised cost measurement

The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus capital repayments, plus or minus the cumulative amortisation using the effective profit method of any difference between the initial amount recognised and the maturity amount, minus any reduction (directly or through use of an allowance account) for impairment or uncollectibility. The calculation of the effective profit rate includes all fees and points paid or received that are an integral part of the effective profit rate.

Fair value measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. When available, the Group measures the fair value of an instrument using quoted prices in an active market for that instrument. A market is regarded as active if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm's length basis.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received.

If a market for a financial instrument is not active, the Group establishes fair value using a valuation technique. Valuation techniques include using recent arm's length transactions between knowledgeable, willing parties (if available), discounted cash flow analyses, price / earnings multiples and other valuation models with accepted economic methodologies for pricing financial instruments.

Some or all of the inputs into these models may not be market observable, but are estimated based on assumptions. Inputs to valuation techniques reasonably represent market expectations and measures of the risk-return factors inherent in the financial instrument.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (g)        Investment securities (continued) 
   (iv)        Measurement principles (continued) 

Fair value estimates involve uncertainties and matters of significant judgement and therefore, cannot be determined with precision. There is no certainty about future events (such as continued operating profits and financial strengths). It is reasonably possible, based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a material adjustment to the carrying amount of the investments.

The fair value of a financial liability with a demand feature (e.g. a demand deposit) is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid.

The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

(h) Financing assets

Financing assets comprise Shari'a compliant financing contracts with fixed or determinable payments. These include financing provided through Murabaha, Musharaka, Istisna and Wakala contracts. Financing assets are recognised on the date at which they are originated and are carried at their amortised cost less impairment allowances, if any.

   (i)   Assets acquired for leasing 

Assets acquired for leasing (Ijarah Muntahia Bittamleek) comprise finance lease assets which are stated at cost less accumulated depreciation and any impairment in value. Under the terms of lease, the legal title of the asset passes to the lessee at the end of the lease term, provided that all lease instalments are settled. Depreciation is calculated on a straight-line basis at rates that systematically reduce the cost of the leased assets over the period of the lease. The Group assesses at each reporting date whether there is objective evidence that the assets acquired for leasing are impaired. Impairment losses are measured as the difference between the carrying amount of the asset (including lease rental receivables) and the estimated recoverable amount. Impairment losses, if any, are recognised in the consolidated income statement.

   (j)   Placements with and from financial and other institutions 

These comprise placements made with/ from financial and other institutions under shari'a compliant contracts. Placements are usually short term in nature and are stated at their amortised cost.

(k) Cash and cash equivalents

For the purpose of consolidated statement of cash flows, cash and cash equivalents comprise cash on hand, bank balances and placements with financial institutions) with original maturities of three months or less when acquired that are subject to insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments. Bank balances that are restricted and not available for day-to-day operations of the Group are not included in cash and cash equivalents.

   (l)   Non-trading derivatives 

Non-trading derivatives are recognised on balance sheet at fair value. If a derivative is not held for trading, and is not designated in a qualifying hedging relationship, then all changes in its fair value are recognised immediately in profit and loss as a component of net income from other financial instruments at FVTPL.

(m) Investment property

Investment property comprise land plots and buildings. Investment property is property held to earn rental income or for capital appreciation or both but not for sale in the ordinary course of business, use in the supply of services or for administrative purposes. Investment property is measured initially at cost, including directly attributable expenses. Subsequent to initial recognition, investment property is carried at cost less accumulated depreciation and accumulated impairment allowances (if any). Land is not depreciated, and building is depreciated over the period of 30 to 45 years.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (m)       Investment property (continued) 

A property is transferred to investment property when, there is change in use, evidenced by:

end of owner-occupation, for a transfer from owner-occupied property to investment property; or

commencement of an operating ijara to another party, for a transfer from a development property to investment property.

Further, an investment property is transferred to development property when, there is a change in use, evidenced by:

commencement of own use, for a transfer from investment property to owner-occupied property;

commencement of development with a view to sale, for a transfer from investment in real estate to development property.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement in the period in which the property is derecognised.

(n) Development properties

Development properties are properties held for sale or development and sale in the ordinary course of business. Development properties are measured at the lower of cost and net realisable value.

(o) Property and equipment

Property and equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projection if the recognition criteria are met. All other repair and maintenance costs are recognised in the consolidated income statement as incurred.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight line method over their estimated useful lives, and is generally recognised in the consolidated income statement.

The estimated useful lives of property and equipment of the industrial business assets are as follows:

   Buildings and infrastructure on lease hold           30 - 50 years 
   Computers                                                        3 - 5 years 
   Furniture and fixtures                                         5 - 8 years 
   Motor vehicles                                                  4 - 5 years 

The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying values may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amounts, the assets are written down to their recoverable amounts, being the higher of the fair value less costs to sell and their value in use.

An item of property and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognised in the consolidated statement of income in the year of derecognition.

The assets' residual values, useful lives and methods of depreciation are reviewed annually and adjusted prospectively if appropriate.

   4    SIGNIFICANT ACCOUNTING POLICIES (continued) 

(p) Intangible assets

Goodwill

Goodwill that arises on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Other Intangible assets

Intangible assets acquired separately are initially measured at cost. The cost of intangible assets acquired in a business combination are their fair values as at the date of acquisition. Subsequently, intangible assets are recognised at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is recognised in the consolidated income statement in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life of ten years and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at each reporting date. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

The amortisation expense on intangible assets with finite lives is recognised in the consolidated statement of income in the expenses category consistent with the function if intangible assets.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Intangible assets with indefinite useful life consists of a license to construct and operate a cement plant in the Kingdom of Bahrain.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the consolidated statement of income when the asset is derecognised.

(q) Impairment of exposures subject to credit risk

The Group recognises loss allowances for the expected credit losses "ECLs" on:

   --    Bank balances; 
   --    Placements with financial institutions; 
   --    Financing assets; 
   --    Lease rental receivables; 
   --    Investments in Sukuk (debt-type instruments carried at amortised cost); 
   --    Other receivables; and 
   --    Undrawn financing commitments and financial guarantee contracts issued. 
   4      SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (q)    Impairment of exposures subject to credit risk (continued) 

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

   --    Debt-type securities that are determined to have low credit risk at the reporting date; and 

-- Other debt-type securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

When determining whether the credit risk of an exposure subject to credit risk has increased significantly since initial recognition when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment including forward-looking information.

The Group assumes that the credit risk on exposure subject to credit risk increased significantly if it is more than 30 days past due. The Group considers an exposure subject to credit risk to be in default when:

-- the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security, if any is held; or

   --    the exposure is more than 90 days past due. 

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade'. The Group considers this to be BBB- or higher per S&P.

The Group applies a three-stage approach to measuring ECL. Assets migrate through the following three stages based on the change in credit quality since initial recognition.

Stage 1: 12-months ECL

Stage 1 includes exposures that are subject to credit risk on initial recognition and that do not have a significant increase in credit risk since initial recognition or that have low credit risk. 12-month ECL is the expected credit losses that result from default events that are possible within 12 months after the reporting date. It is not the expected cash shortfalls over the 12-month period but the entire credit loss on an asset weighted by the probability that the loss will occur in the next 12-months.

Stage 2: Lifetime ECL - not credit impaired

Stage 2 includes exposures that are subject to credit risk that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of impairment. For these assets, lifetime ECL are recognised. Lifetime ECL are the expected credit losses that result from all possible default events over the expected life of the financial instrument. Expected credit losses are the weighted average credit losses with the life-time probability of default ('PD').

   4      SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (q)    Impairment of exposures subject to credit risk (continued) 

Stage 3: Lifetime ECL - credit impaired

Stage 3 includes exposures that are subject to credit risk that have objective evidence of impairment at the reporting date in accordance with the indicators specified in the CBB's rule book. For these assets, lifetime ECL is recognised.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. They are measured as follows:

-- Exposures subject to credit risk that are not credit-impaired at the reporting date: as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive);

-- Exposures subject to credit risk that are credit-impaired at the reporting date: as the difference between the gross carrying amount and the present value of estimated future cash flows;

-- Undrawn financing commitment: as the present value of the difference between the contractual cash flows that are due to the Group if the commitment is drawn and the cash flows that the Group expects to receive;

-- Financial guarantee contracts: the expected payments to reimburse the holder less any amounts that the Group expects to recover; and

   --    ECLs are discounted at the effective profit rate of the exposure subject to credit risk. 

Credit-impaired exposures

At each reporting date, the Group assesses whether exposures subject to credit risk are credit impaired. An exposure subject to credit risk is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that an exposure is credit-impaired includes the following observable data:

Ø significant financial difficulty of the borrower or issuer;

Ø a breach of contract such as a default or being more than 90 days past due;

Ø the restructuring of a financing facility or advance by the Bank on terms that the Bank would not consider otherwise;

Ø it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

Ø the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for exposures subject to credit risk are deducted from the gross carrying amount of the assets.

   (r)   Impairment of equity investments classified at fair value through equity (FVTE) 

In the case of investments in equity securities classified as FVTE. A significant or prolonged decline in the fair value of the security below its cost is an objective evidence of impairment. The Group considers a decline of 30% to be significant and a period of nine months to be prolonged. If any such evidence exists, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in income statement - is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are subsequently reversed through equity.

(s) Impairment of non-financial assets

The carrying amount of the Group's non-financial assets (other than those subject to credit risk covered above) are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. The recoverable amount of an asset is the greater of its value in use or fair value less costs to sell. An impairment loss is recognised whenever the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses are reversed only if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount.

   4      SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (s)    Impairment of non-financial assets (continued) 

In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash generating unit. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses are reversed only if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. Separately recognised goodwill is not amortised and is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on separately recognised goodwill are not reversed.

   (t)   Clients' funds 

These represents amounts received from customers for investments in SPEs or project companies formed as part of its investment management activities pending transfer to these entities. These funds are usually disbursed on capital calls from these entities based on its activities and requirements and are payable on demand. Such funds held by the Group are carried at amortised cost.

(u) Current accounts

Balances in current (non-investment) accounts are recognised when received by the Group. The transactions are measured at the cash equivalent amount received by the Group at the time of contracting. At the end of the accounting period, the accounts are measured at their book value.

(v) Term financing

Term financing represents facilities from financial institutions, and financing raised through Sukuk. Term financing are initially measured at fair value plus transaction costs, and subsequently measured at their

amortised cost using the effective profit rate method. Financing cost, dividends and losses relating to the term financing are recognised in the consolidated income statement as finance expense. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

(w) Financial guarantees

Financial guarantees are contracts that require the Group to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognised from the date of its issue. The liability arising from a financial guarantee contract is recognised at the present value of any expected payment to settle the liability, when a payment under the guarantee has become probable. The Group has issued financial guarantees to support its development projects (note 34).

(x) Dividends

Dividends to shareholders is recognised as liabilities in the period in which they are declared.

(y) Share capital and reserves

The Group classifies capital instruments as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments. Equity instruments of the group comprise ordinary shares and equity component of share-based payments and convertible instruments. Incremental costs directly attributable to the issue of an equity instrument are deducted from the initial measurement of the equity instruments.

Treasury shares

The amount of consideration paid including all directly attributable costs incurred in connection with the acquisition of the treasury shares are recognised in equity. Consideration received on sale of treasury shares is presented in the financial statements as a change in equity. No gain or loss is recognised on the Group's consolidated income statement on the sale of treasury shares.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (y)        Share capital and reserves (continued) 

Statutory reserve

The Commercial Companies Law requires that 10 percent of the annual net profit be appropriated to a statutory reserve which is normally distributable only on dissolution. Appropriations may cease when the reserve reaches 50 percent of the paid up share capital. Appropriation to statutory reserve is made when approved by the shareholders.

(z) Equity of investment account holders

Equity of investment account holders are funds held by the Group in unrestricted investment accounts, which it can invest at its own discretion. The investment account holder authorises the Group to invest the account holders' funds in a manner which the Group deems appropriate without laying down any restrictions as to where, how and for what purpose the funds should be invested.

The Group charges management fee (Mudarib fees) to investment account holders. Of the total income from investment accounts, the income attributable to customers is allocated to investment accounts after setting aside provisions, reserves (Profit equalisation reserve and Investment risk reserve) and deducting the Group's share of income as a Mudarib. The allocation of income is determined by the management of the Group within the allowed profit sharing limits as per the terms and conditions of the investment accounts. Only the income earned on pool of assets funded from IAH are allocated between the owners' equity and investment account holders. Administrative expenses incurred in connection with the management of the funds are borne directly by the Group and are not charged separately to investment accounts.

The Group allocates specific provision and collective provision to owners' equity. Amounts recovered from these impaired assets is not subject to allocation between the IAH and owners' equity.

Investment accounts are carried at their book values and include amounts retained towards profit equalisation, investment risk reserves, if any. Profit equalisation reserve is the amount appropriated by the Group out of the Mudaraba income, before allocating the Mudarib share, in order to maintain a certain level of return to the deposit holders on the investments. Investment risk reserve is the amount appropriated by the Group out of the income of investment account holders, after allocating the Mudarib share, in order to cater against future losses for investment account holders. Creation of any of these reserves results in an increase in the liability towards the pool of unrestricted investment accounts.

Restricted investment accounts

Restricted investment accounts represent assets acquired by funds provided by holders of restricted investment accounts and their equivalent and managed by the Group as an investment manager based on either a Mudharaba contract or agency contract. The restricted investment accounts are exclusively restricted for investment in specified projects as directed by the investments account holders. Assets that are held in such capacity are not included as assets of the Group in the consolidated financial statements.

(aa) Revenue recognition

Revenue is measured at the fair value of consideration received or receivable. Revenue is recognised to the extent that it is probable that future economic benefits associated with the item of revenue will flow to the Group, the revenue can be measured with reliability and specific criteria have been met for each of the Group's activities as described below:

Banking business

Income from investment banking activities is recognised when the service is provided and income is earned. This is usually when the Group has performed all significant acts in relation to a transaction and it is highly probable that the economic benefits from the transaction will flow to the Group. Significant acts in relation to a transaction are determined based on the terms agreed in the private placement memorandum/ contracts for each transaction. The assessment of whether economic benefits from a transaction will flow to the Group is determined when legally binding commitments have been obtained from underwriters and external investors for a substantial investment in the transaction.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (aa)       Revenue recognition  (continued) 

Income from placements with / from financial institutions are recognised on a time-apportioned basis over the period of the related contract using the effective profit rate.

Dividend income from investment securities is recognised when the right to receive is established. This is usually the ex-dividend date for equity securities.

Finance income / expenses are recognised using the amortised cost method at the effective profit rate of the financial asset / liability.

Fees and commission income that are integral to the effective profit rate on a financial asset carried at amortised cost are included in the measurement of the effective profit rate of the financial asset. Other fees and commission income, including account servicing fees, sales commission, management fees, placement and arrangement fees and syndication fees, are recognised as the related services are performed.

Income from Murabaha and Wakala contracts are recognised on a time-apportioned basis over the period of the contract using the effective profit method.

Profit or losses in respect of the Bank's share in Musharaka financing transaction that commence and end during a single financial period is recognised in the income statement at the time of liquidation (closure of the contract). Where the Musharaka financing continues for more than one financial period, profit is recognised to the extent that such profits are being distributed during that period in accordance with profit sharing ratio as stipulated in the Musharaka agreement.

Income from assets acquired for leasing (Ijarah Muntahia Bittamleek) are recognised proportionately over the lease term.

Income from sukuk and income / expenses on placements is recognised at its effective profit rate over the term of the instrument.

Non-banking business

Revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control - at a point in time or over time - requires judgement.

Revenue is recognised when the goods are provided to the customer, which was taken to be the point in time at which the customer accepted the goods and the related risks and rewards of ownership transferred. Revenue was recognised at that point provided that the revenue and cost could be measured reliably, the recovery of the consideration was probable and there was no continuing managerial involvement with the goods.

(bb) Earnings prohibited by Shari'a

The Group is committed to avoid recognising any income generated from non-Islamic sources. Accordingly, all non-Islamic income is credited to a charity account where the Group uses these funds for charitable means.

(cc) Zakah

Zakah is calculated on the Zakah base of the Group in accordance with FAS 9 issued by AAOIFI using the net assets method. Zakah is paid by the Group based on the consolidated figures of statutory reserve, general reserve and retained earning balances at the beginning of the year. The remaining Zakah is payable by individual shareholders. Payment of Zakah on equity of investment account holders and other accounts is the responsibility of investment account holders.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 

(dd) Employees benefits

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy.

Post employment benefits

Pensions and other social benefits for Bahraini employees are covered by the Social Insurance Organisation scheme, which is a "defined contribution scheme" in nature under, and to which employees and employers contribute monthly on a fixed-percentage-of-salaries basis. Contributions by the Bank are recognised as an expense in consolidated income statement when they are due.

Expatriate and certain Bahraini employees on fixed contracts are entitled to leaving indemnities payable, based on length of service and final remuneration. Provision for this unfunded commitment, has been made by calculating the notional liability had all employees left at the reporting date. These benefits are in the nature of a "defined benefit scheme" and any increase or decrease in the benefit obligation is recognised in the consolidated income statement.

The Group also operates a voluntary employee saving scheme under which the Group and the employee contribute monthly on a fixed percentage of salaries basis. The scheme is managed and administered by a board of trustees who are employees of the Group. The scheme is in the nature of a defined contribution scheme and contributions by the Group are recognised as an expense in the consolidated income statement when they are due.

Share-based employee incentive scheme

The Bank operates a share-based incentive scheme for its employees (the "Scheme") whereby employee are granted the Bank's shares as compensation on achievement of certain non-market based performance conditions and service conditions (the 'vesting conditions'). The grant date fair value of equity instruments granted to employees is recognised as an employee expense, with a corresponding increase in equity over the period in which the employees become unconditionally entitled to the share awards.

Non-vesting conditions are taken into account when estimating the fair value of the equity instrument but are not considered for the purpose of estimating the number of equity instruments that will vest. Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value but are considered for the purpose of estimating the number of equity instruments that will vest. The amount recognised as an expense is adjusted to reflect the number of share awards for which the related service and non-market performance vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of share awards that do meet the related service and non-market performance conditions at the vesting date. Amount recognised as expense are not trued-up for failure to satisfy a market condition.

   (ee)       Provisions 

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

   (ff)    Onerous contracts 

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

   4          SIGNIFICANT ACCOUNTING POLICIES (continued) 
   (gg)      Trade date accounting 

All "regular way" purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Group commits to purchase or sell the asset.

   (hh)      Investment account holder protection scheme 

Funds held with the Group in unrestricted investment accounts and current accounts of its retail banking subsidiary are covered by the Deposit Protection Scheme (the Scheme) established by the Central Bank of Bahrain regulation in accordance with Resolution No (34) of 2010.

(ii) Income tax

The Group is exposed to taxation by virtue of operations of subsidiaries. Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be realised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Currently, the Group does not have any material current or deferred tax exposure that requires recognition in the consolidated financial statements.

(jj) Ijarah

Identifying an Ijarah

At inception of a contract, the Group assesses whether the contract is Ijarah, or contains an Ijarah. A contract is Ijarah, or contains an Ijarah if the contract transfers the usufruct (but not control) of an identified asset for a period of time in exchange for an agreed consideration.

At the commencement date, the Group shall recognises a right-of-use (usufruct) asset and a net ijarah liability

   i)      Right-of-use (usufruct) asset 

On initial recognition, the lessee measures the right-of-use asset at cost. The cost of the right-of-use asset comprises of:

   --      The prime cost of the right-of-use asset; 
   --      Initial direct costs incurred by the lessee; and 
   --      Dismantling or decommissioning costs. 

The prime cost is reduced by the expected terminal value of the underlying asset. If the prime cost of the right-of-use asset is not determinable based on the underlying cost method (particularly in the case of an operating Ijarah), the prime cost at commencement date may be estimated based on the fair value of the total consideration paid/ payable (i.e. total Ijarah rentals) against the right-of-use assets, under a similar transaction.

After the commencement date, the lessee measures the right-of-use asset at cost less accumulated amortisation and impairment losses, adjusted for the effect of any Ijarah modification or reassessment.

The Group amortises the right-of-use asset from the commencement date to the end of the useful economic life of the right-of-use asset, according to a systematic basis that is reflective of the pattern of utilization of benefits from the right-of-use asset. The amortizable amount comprises of the right-of-use asset less residual value, if any.

   4    SIGNIFICANT ACCOUNTING POLICIES (continued) 

The Group determines the Ijarah term, including the contractually binding period, as well as reasonably certain optional periods, including:

-- Extension periods if it is reasonably certain that the Group will exercise that option; and/ or

-- Termination options if it is reasonably certain that the Bank will not exercise that option.

The Group carries out impairment assessment to determine whether the right-of-use asset is impaired and to account for any impairment losses. The impairment assessment takes into consideration the salvage value, if any. Any related commitments, including promises to purchase the underlying asset, are also considered.

   ii)      Net ijarah liability 

The net ijarah liability comprises of the gross Ijarah liability, plus deferred Ijarah cost (shown as a contra-liability).

The gross Ijarah liability shall be initially recognised as the gross amount of total Ijarah rental payables for the Ijarah term. The rentals payable comprise of the following payments for the right to use the underlying asset during the Ijarah term:

   --      Fixed Ijarah rentals less any incentives receivable; 
   --      Variable Ijarah rentals including supplementary rentals; and 

-- Payment of additional rentals, if any, for terminating the Ijarah (if the Ijarah term reflects the lessee exercising the termination option).

Advance rentals paid are netted-off with the gross Ijarah liability.

Variable Ijarah rentals are Ijarah rentals that depend on an index or rate, such as payments linked to a consumer price index, financial markets, regulatory benchmark rates, or changes in market rental rates. Supplementary rentals are rentals contingent on certain items, such as additional rental charge after provision of additional services or incurring major repair or maintenance. As of 31 December 2022, the Group did not have any contracts with variable or supplementary rentals.

After the commencement date, the Group measures the net Ijarah liability by:

-- Increasing the net carrying amount to reflect return on the Ijarah liability (amortisation of deferred Ijarah cost);

-- Reducing the carrying amount of the gross Ijarah liability to reflect the Ijarah rentals paid; and

-- Re-measuring the carrying amount in the event of reassessment or modifications to Ijarah contract, or reflect revised Ijarah rentals.

-- The deferred Ijarah cost is amortised to income over the Ijarah terms on a time proportionate basis, using the effective rate of return method.

After the commencement date, the Group recognises the following in the income statement:

   --      Amortisation of deferred Ijarah cost; and 

-- Variable Ijarah rentals (not already included in the measurement of Ijarah liability) as and when the triggering events/ conditions occur.

Ijarah contract modifications

After the commencement date, the Group accounts for Ijarah contract modifications as follows:

-- Change in the Ijarah term: re-calculation and adjustment of the right-of-use asset, the Ijarah liability, and the deferred Ijarah cost; or

-- Change in future Ijarah rentals only: re-calculation of the Ijarah liability and the deferred Ijarah cost only, without impacting the right-of- use asset.

An Ijarah modification is considered as a new Ijarah component to be accounted for as a separate Ijarah for the lessee, if the modification both additionally transfers the right to use of an identifiable underlying asset and the Ijarah rentals are increased corresponding to the additional right-of-use asset. For modifications not meeting any of the conditions stated above, the Group considers the Ijarah as a modified Ijarah as of the effective date and recognises a new Ijarah transaction. The Group recalculates the Ijarah liability, deferred Ijarah cost, and right-of-use asset, and de-recognise the existing Ijarah transaction and balances.

   4    SIGNIFICANT ACCOUNTING POLICIES (continued) 

Expenses relating to underlying asset.

Operational expenses relating to the underlying asset, including any expenses contractually agreed to be borne by the Group, are recognised by the Group in income statement in the period incurred. Major repair and maintenance, takaful, and other expenses incidental to ownership of underlying assets (if incurred by lessee as agent) are recorded as receivable from lessor.

Recognition exemptions and simplified accounting for the lessee

The Group does not to apply the requirements of Ijarah recognition and measurement of recognizing right-of-use asset and lease liability for the following:

   --      Short-term Ijarah; and 
   --      Ijarah for which the underlying asset is of low value. 

Short-term Ijarah exemption is applied on a whole class of underlying assets if they have similar characteristics and operational utility. However, low-value Ijarah exemption is applied on an individual asset/ Ijarah transaction, and not on group/ combination basis.

Lessor accounting for Ijara Muntahia Bittamleek contracts Refer note 4(g)

   5    JUDGEMENTS AND ESTIMATES IN APPLYING ACCOUNTING POLICIES 

The Group makes estimates and assumptions that effect the reported amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events.

Russia-Ukraine conflict

On 24 February 2022, a military conflict between Russia and Ukraine emerged (the "conflict"). Owing to this various countries and international bodies have imposed trade and financial sanctions on Russia and Belarus. Further, various organisations have discontinued their operations in Russia. This conflict has resulted in an economic downturn and increased volatility in commodity prices due to disruption of supply chain.

The management has carried out an assessment of its portfolio and has concluded that it does not have any direct exposures to / from the impacted countries. However, indirect impact is pervasive in the market and at this stage it is difficult to quantify the full impact of this conflict since it depends largely on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets. The management will continue to closely monitor impact of this evolving situation on its portfolio to assess indirect impact, if any. During the year ended 31 December 2022, the Group's investment portfolio reduced in market value by US$ 63,312 thousand for investments carried as FVTE and US$ 48,399 thousand for investments carried as FVTPL due to volatile market movements. However, the Group does not trade in such securities and does not expect to liquidate any of it's market portfolio in short term.

   (a)    Judgements 

Establishing the criteria for determining whether credit risk on an exposure subject to credit risk has increased significantly since initial recognition, determining methodology for incorporating forward looking information into measurement of ECL and selection and approval of models used to measure ECL is set out in note 4(q) and note 35(a).

   (i)         Classification of investments 

In the process of applying the Group's accounting policies, management decides on acquisition of an investment whether it should be classified as investments carried at fair value through income statement or investments carried at fair value through equity or investments carried at amortised cost. The classification of each investment reflects the management's intention in relation to each investment and is subject to different accounting treatments based on such classification (note 4g(i)).

   5          JUDGEMENTS AND ESTIMATES IN APPLYING ACCOUNTING POLICIES (continued) 
   (a)        Judgements (continued) 
   (ii)        Special purpose entities 

The Group sponsors the formation of special purpose entities (SPE's) primarily for the purpose of allowing clients to hold investments. The Group provides corporate administration, investment management and advisory services to these SPE's, which involve the Group making decisions on behalf of such entities. The Group administers and manages these entities on behalf of its clients, who are by and large third parties and are the economic beneficiaries of the underlying investments. The Group does not consolidate SPE's that it does not have the power to control. In determining whether the Group has the power to control an SPE, judgements are made about the objectives of the SPE's activities, its exposure to the risks and rewards, as well as about the Group intention and ability to make operational decisions for the SPE and whether the Group derives benefits from such decisions.

(iii) Impairment of equity investments at fair value through equity - (refer to note 4 (g) (iii)

   (b)    Estimations 
   (i)    Impairment of exposures subject to credit risk carried at amortised cost 

Determining inputs into ECL measurement model including incorporation of forward-looking information is set out in note 4(q) and note 35(a).

   (ii)   Measurement of fair value of unquoted equity investments 

The group determines fair value of equity investments that are not quoted in active markets by using valuation techniques such as discounted cashflows, income approach and market approaches. Fair value estimates are made at a specific point in time, based on market conditions and information about the investee companies. These estimates are subjective in nature and involve uncertainties and matter of significant judgment and therefore, cannot be determined with precision. There is no certainty about future events such as continued operating profits and financial strengths. It is reasonably possible based on existing knowledge, that outcomes within the next financial year that are different from assumptions could require a material adjustment to the carrying amount of the investments. In case where discounted cash flows models have been used to estimate fair values, the future cashflows have been estimated by the management based on information form and discussion with representatives of investee companies and based on the latest available audited and unaudited financial statements. The basis of valuation has been reviewed by the management in terms of the appropriateness of the methodology, soundness of assumptions and correctness of calculations and have been approved by the board of directors for inclusion in the consolidated financial statements.

Valuation of equity investments are measured at fair value through equity which involves judgment and is normally based on one of the following

   -    Valuation by independent external value for underlying properties / projects; 
   -    Recent arms-length market transaction; 
   -    Current fair value of another contract that is substantially similar; 

- Present value of expected cash flows at current rates applicable for items with similar terms and risk characteristics; or

   -    Application of other valuation models. 

(iii) Impairment of investment property

The Group conducts impairment assessment of investment property periodically using external independent property valuers to value the property. The fair value is determined based on the market value of the property using either sales comparable approach, the residual value basis, replacement cost or the market value of the property considering its current physical condition. The Group's investment properties are situated in Bahrain, UAE and Morocco. Given the dislocation in the property market and infrequent property transactions, it is reasonably possible, based on existing knowledge, that the current assessment of impairment could require a material adjustment to the carrying amount of these assets within the next financial year due to significant changes in assumptions underlying such assessments.

   5          JUDGEMENTS AND ESTIMATES IN APPLYING ACCOUNTING POLICIES (continued) 
   (b)        Estimations (continued) 
   (iv)   Impairment of other non-financial assets and cash generating units 

Investment in associates and recognised goodwill are subject to an impairment based on indicators of performance and market conditions. Cash generating units include the Group's investments in certain subsidiaries and equity-accounted investees and investment property that generate cash flows that are largely independent from other assets and activities of the Group. The basis of impairment assessment for such cash generating units is described in accounting policy note 4 (s). For equity-accounted investees with indicators of impairment, the recoverable amounts is determined based on higher of fair value less costs to sell (FVLCTS); and value in use.

The recoverable amount for the equity-accounted investees was determined using a combination of income and market approaches of valuations. The objective of valuation techniques is to determine whether the recoverable amount is greater than the carrying amount.

   6          CASH AND BANK BALANCES 
 
                                           31 December   31 December 
                                               2022          2021 
 
 Cash                                            9,098        12,153 
 Balances with banks                           714,968       523,735 
 Balances with Central Bank of Bahrain: 
 
     *    Current account                       65,751       146,026 
 
     *    Reserve account                       68,422        40,557 
                                          ------------  ------------ 
                                               858,239       722,471 
                                          ============  ============ 
 

The reserve account with the Central Bank of Bahrain of US$ 68,422 thousand (2021: US$ 40,557 thousand) are not available for day-to-day operational purposes. The cash and bank balances are net of ECL of US$ 11 thousand (2021: US$ 24 thousand).

   7          TREASURY PORTFOLIO 
 
                                              31 December   31 December 
                                                  2022          2021 
 
 
   Placements with financial institutions         729,311       180,000 
 
   Derivatives 
    At fair value through income statement          2,675             - 
 
   Equity type investments 
   At fair value through equity 
 
     *    Quoted sukuk                             32,966        20,344 
   At fair value through income statement 
     *    Structured notes                        371,978       445,183 
 
   Debt type investments 
   At fair value through equity 
 
     *    Quoted sukuk                            846,205     1,635,744 
 
   At amortised cost 
 
     *    Quoted sukuk *                        2,240,354       860,616 
 
     *    Unquoted sukuk                            3,494         3,486 
 
   Less: Impairment allowances (note 
    23)                                          (16,963)      (14,127) 
 
                                                4,210,020     3,131,246 
                                             ============  ============ 
 

* Short-term and medium-term facilities of US$ 1,653,875 thousand (31 December 2021: US$ 1,417,800 thousand) are secured by quoted sukuk of US$ 2,506,041 thousand (31 December 2021: US$ 2,070,315 thousand), structured notes of US$ 371,928 thousand (31 December 2021: US$ 445,183 thousand).

Reclassification

During the period, based on completion of the Group re-organization and on review of the overall balance sheet funding structure the Bank has reassessed its business model of managing its yielding treasury portfolio. In anticipation of the short-term and long-term liquidity needs, during the first quarter of 2022, the Bank has re-assessed the objective of its treasury portfolio wherein it would manage the underlying assets the following distinct business models:

   7     TREASURY PORTFOLIO (continued) 

Reclassification (continued)

   i)    Held-to-collect business model 

This portfolio includes short-term and long-term Sukuk and treasury instruments that are held to meet core liquidity requirements of high-quality liquid assets and are typically held to their contractual maturity. Assets under this model are classified and measured at amortised cost. Although management considers fair value information, it does so from a liquidity perspective, and the main focus of its review of financial information under this business model is on the credit quality and contractual returns.

ii) Classified as fair value through P&L

These include instruments that do not meet the contractual cash flow characteristic and include embedded option features or instruments held under an active trading portfolio for short-term profit taking. This portfolio includes structured notes and other hybrid debt-type instruments that are do not have a typical constant yield features.

iii) Both held-to-collect and for sale business model

The remaining fixed income treasury portfolio is held under active treasury management to collect both contract cash flows and for sale. These include Sukuk and other treasury instruments where yield is determinable. The key management personnel consider both of these activities as integral in achieving the objectives set for the Treasury business unit. This portfolio, while generating returns primarily through yield, is also held to meet expected or unexpected commitments, or to fund anticipated acquisitions or growth in other business units. Assets under this model are classified and measured at fair value through equity.

Until 31 December 2021, the Bank classified its whole Sukuk portfolio as FVTE only under a 'both held-to-collect and for sale' business model. The Board of Directors have assessed that the group re-organisation has significantly changed the liquidity management and strategy within the Bank and the above classification of the treasury portfolio best reflects the way the assets will be managed in order to meet the objectives of the new business model and the way information is provided to management. Due to the above change in the business model, the Bank has reclassified its treasury portfolio as at 1 January 2022 as follows:

 
 Assets subject to    Fair value through           Reversal of    Reclassified 
  reclassification         equity (FVTE)    amounts recognized    to amortised 
                                                 in investment            cost 
                                            fair value reserve 
 Sukuk                           894,194                41,320         935,514 
                     -------------------  --------------------  -------------- 
 
   a)     Investments - At fair value through income statement 
 
                            2022         2021 
 
At 1 January               445,183         369,628 
Additions                   52,602         557,681 
Disposals                 (74,734)       (464,903) 
Fair value changes, net   (48,398)        (17,223) 
 
At 31 December 2022        374,653         445,183 
                          ========  ============== 
 
   7     TREASURY PORTFOLIO (continued) 
   b)     Investments - At fair value through equity 
 
                                       2022       2021 
 
At 1 January                         1,656,088    648,991 
Additions during the year              319,192  1,122,544 
Disposals / Transfers                (123,495)   (76,033) 
Amortization                           (7,192)    (5,340) 
Reclassification to amortized cost   (935,514)          - 
Fair value changes                    (29,908)   (34,074) 
 
At 31 December 2022                    879,171  1,656,088 
                                     =========  ========= 
 
   8          FINANCING ASSETS 
 
                                  31 December   31 December 
                                      2022          2021 
 
   Murabaha                           982,170       995,324 
   Wakala                                 239           239 
   Mudharaba                           17,336         2,576 
   Ijarah assets                      499,865       384,312 
                                 ------------  ------------ 
                                    1,499,610     1,382,451 
   Less: Impairment allowances       (64,372)      (71,449) 
                                 ------------  ------------ 
 
                                    1,435,238     1,311,002 
                                 ============  ============ 
 

Murabaha financing receivables are net of deferred profits of US$ 50,133 thousand

(2021: US$ 46,130 thousand).

 
 31 December 2022            Stage 1   Stage 2   Stage 3     Total 
 
 Financing assets (gross)   1,286,549   143,496    69,565  1,499,610 
 Expected credit loss        (18,046)  (11,990)  (34,336)   (64,372) 
                            ---------  --------  -------- 
 
   Financing assets (net)   1,268,503   131,506    35,229  1,435,238 
                            =========  ========  ========  ========= 
 
 
 31 December 2021            Stage 1   Stage 2  Stage 3     Total 
 
 
 Financing assets (gross)   1,015,953  251,500   114,998  1,382,451 
 Expected credit loss        (19,995)  (7,109)  (44,345)   (71,449) 
                            ---------  -------  -------- 
 
   Financing assets (net)     995,958  244,391    70,653  1,311,002 
                            =========  =======  ========  ========= 
 

The movement on impairment allowances is as follows:

 
 Impairment allowances       Stage 1  Stage 2  Stage 3    Total 
 
 Balance at 1 January 2022    19,995    7,109    44,345    71,449 
 Net transfers                 2,403  (1,411)     (992)         - 
 Net charge for the year 
  (note 23)                  (4,245)    6,292     4,888     6,935 
 Write-off                         -        -  (14,012)  (14,012) 
                             -------  -------  --------  -------- 
 At 31 December 2022          18,153   11,990    34,229    64,372 
                             =======  =======  ========  ======== 
 
   8     FINANCING ASSETS (continued) 
 
 Impairment allowances       Stage 1  Stage 2  Stage 3  Total 
 
 Balance at 1 January 2021    20,841    6,255   28,914  56,010 
 Net transfers                   796      822  (1,618)       - 
 Net charge for the year 
  (note 23)                  (1,640)     (64)   18,080  16,376 
 Write-off                         -        -     (12)    (12) 
 Disposal                        (2)       96  (1,019)   (925) 
                             -------  -------  -------  ------ 
 At 31 December 2021          19,995    7,109   44,345  71,449 
                             =======  =======  =======  ====== 
 
   9          INVESTMENT IN REAL ESTATE 
 
                         31 December   31 December 
                             2022          2021 
 Investment Property 
 
     *    Land               560,627       529,076 
 
     *    Building           152,484        63,758 
                        ------------  ------------ 
                             713,111       592,834 
                        ------------  ------------ 
 Development Property 
 
     *    Land               143,488       592,926 
 
     *    Building           430,486       719,838 
                        ------------  ------------ 
                             573,974     1,312,764 
                        ------------  ------------ 
 
                           1,287,085     1,905,598 
                        ============  ============ 
 
   (i)   Investment property 

Investment property includes land plots and buildings in GCC, Europe and North Africa. Investment property of carrying amount of US$ 39.9 million (2021: US$ 40.84 million) is pledged against Wakala facilities and Ijarah facility (note 15).

The fair value of the Group's investment property at 31 December 2022 was US$ 931,291 thousand

(31 December 2021: US$ 766,848 thousand) based on a valuation carried out by an independent external property valuers who have recent experience in the location and category of the asset being valued. These are level 3 valuations in fair value hierarchy.

 
                                       2022     2021 
 
At 1 January                          592,834  545,072 
Reclassification from other assets          -   17,338 
Additions during the year             175,834   30,424 
Depreciation                          (2,805)        - 
Disposals / transfers                (52,752)        - 
                                               ------- 
At 31 December                        713,111  592,834 
                                     ========  ======= 
 
   9      INVESTMENTS IN REAL ESTATE (continued) 
   (ii)   Development properties 

This represent properties under development for sale.

 
                        2022       2021 
 
At 1 January          1,312,764  1,296,803 
Additions                88,829     21,151 
Disposals             (827,619)    (5,190) 
                      --------- 
 
At 31 December 2022     573,974  1,312,764 
                      =========  ========= 
 
   10         PROPRIETARY INVESTMENTS 
 
                                               31 December   31 December 
                                                   2022          2021 
   Equity type investments 
   At fair value through income statement 
    (i) 
 
      *    Unquoted securities                       9,480        10,000 
                                              ------------  ------------ 
                                                     9,480        10,000 
                                              ------------  ------------ 
   At fair value through equity 
 
      *    Listed equity securities (ii)                 -            13 
                                                   836,251             - 
      *    Equity type Sukuk (iv) 
 
      *    Unquoted equity securities (iii)         55,893        91,425 
                                              ------------  ------------ 
                                                   892,144        91,438 
 
    Equity-accounted investees (iv)                103,471        69,003 
    Impairment allowance                              (42)         (124) 
                                              ------------  ------------ 
 
                                                 1,005,053       170,317 
                                              ============  ============ 
 
   (i)         Equity type investments - At fair value through income statement 
 
                       2022    2021 
 
At 1 January          10,000  10,000 
Disposals              (520)       - 
 
At 31 December 2022    9,480  10,000 
                      ======  ====== 
 
   (ii)         Listed equity securities at fair value through equity 
 
                      2022    2021 
 
At 1 January            13    19,060 
Disposals             (13)  (19,047) 
 
At 31 December 2022      -        13 
                      ====  ======== 
 
   10   PROPRIETARY INVESTMENTS (continued) 
   (iii)        Unquoted equity securities fair value through equity 
 
                                       2022      2021 
 
At 1 January                           91,425   108,998 
Sale during the year                        -  (21,003) 
Capital repayments during the year      (520)   (5,856) 
Additions during the year               6,050     9,286 
Disposal / Transfers                 (41,062)         - 
 
At 31 December                         55,893    91,425 
                                     ========  ======== 
 
   (iv)        Equity-accounted investees 

Equity-accounted investees represents investments in the following material entities:

 
 Name                             Country            % Holding        Nature of business 
                              of incorporation 
                                                   2022     2021 
                                                 -------           ------------------------ 
 Capital Real Estate 
  Projects Company B.S.C.        Kingdom of                         Real estate holding 
  (c)                              Bahrain           30%      40%    and development 
                                                 -------  -------  ------------------------ 
 Bahrain Aluminium               Kingdom of            -   17.92%   Extrusion and sale 
  Extrusion Company                Bahrain                           of aluminium products 
  B.S.C (c) ('Balexco') 
                            -------------------  -------  -------  ------------------------ 
 Enshaa Development 
  Real Estate B.S.C.             Kingdom of                         Holding plot of land 
  (c)                              Bahrain        33.33%   33.33%    in Kingdom of Bahrain. 
                            -------------------  -------  -------  ------------------------ 
 Infracorp B.S.C. (c)            Kingdom of        40.0%        -   Management of Real 
                                   Bahrain                           Estate 
                            -------------------  -------  -------  ------------------------ 
 
 
                                               2022     2021 
 
At 1 January                                   69,003   78,050 
Additions                                      80,000        - 
Disposals                                    (57,437)  (6,111) 
Share of profit / (loss) for the year, net     11,905  (2,936) 
 
At 31 December 2022                           103,471   69,003 
                                             ========  ======= 
 

Summarised financial information of entities that have been equity-accounted investments not adjusted for the percentage ownership held by the Group (based on most recent management accounts):

 
Infracorp B.S.C. (c)     2022      2021 
 
Total assets           1,687,534  202,396 
Total liabilities        418,012      667 
Equity type sukuk        900,000        - 
Total revenues           130,360    3,548 
Total profit/ (loss)      33,190    (799) 
 
 
 
Other equity-accounted investees    2022     2021 
 
Total assets                       286,223  269,790 
Total liabilities                   20,647   43,936 
Total revenues                      12,097  100,940 
Total loss                         (4,630)  (3,720) 
 
 
   11         CO-INVESTMENTS 
 
                                           31 December   31 December 
                                               2022          2021 
 
 At fair value through equity 
 
      *    Unquoted equity securities          131,553       164,547 
 At fair value through income statement 
 
      *    Unquoted equity securities           10,498         7,330 
                                          ------------  ------------ 
 
                                               142,051       171,877 
                                          ============  ============ 
 
 
                        2022      2021 
 
At 1 January           171,877   126,319 
Additions               58,751    57,620 
Disposals             (92,195)  (12,062) 
Fair value change        3,618         - 
 
At 31 December 2022    142,051   171,877 
                      ========  ======== 
 
   12         RECEIVABLES AND OTHER ASSETS 
 
                                                 31 December   31 December 
                                                     2022          2021 
 
 Investment banking receivables                      193,923       148,985 
 Receivable from equity-accounted investees           62,000             - 
 Financing to projects, net                           26,744        42,383 
 Receivable on sale of development properties         16,341        59,914 
 Advances and deposits                                61,613        58,222 
 Employee receivables                                  5,067        18,898 
 Profit on sukuk receivable                           18,766        17,273 
 Lease rentals receivable                              6,117         2,175 
 Prepayments and other receivables                   208,614       199,274 
 Less: impairment allowance net (note 23)            (9,316)      (15,636) 
 
                                                     589,869       531,488 
                                                ============  ============ 
 
   13         PROPERTY AND EQUIPMENT 
 
                                            31 December  31 December 
                                                2022         2021 
 
 Land                                            86,839       17,958 
 Buildings and other leased assets               80,709       31,323 
 Others including furniture, vehicles and 
  equipment                                      65,188       90,406 
 
                                                232,736      139,687 
                                            ===========  =========== 
 

Depreciation on property and equipment during the year was US$ thousand 3,036

(2021: US$ 2,541 thousand).

   14         PLACEMENTS FROM NON-FINANCIAL INSITUTIONS AND INDIVIDUALS 

These comprise placements in the form of murabaha and wakala contracts with financial, non-financial institutions, and individuals part of the Group's treasury activities. This includes US$ 84.3 million (2021: US$ 84.3 million) from a non-financial entity which is currently subject to regulatory sanctions.

   15         TERM FINANCING 
 
                      31 December  31 December 
                          2022         2021 
 
 Murabaha financing     1,680,940    1,449,852 
 Sukuk                    242,076      250,943 
 Ijarah financing          17,603       20,093 
 Other borrowings           1,579       29,779 
 
                        1,942,198    1,750,667 
                      ===========  =========== 
 
 
                      31 December  31 December 
                          2022         2021 
 
Current portion           987,320    1,275,981 
Non-current portion       954,878      474,686 
 
                        1,942,198    1,750,667 
                      ===========  =========== 
 

Murabaha financing comprise:

Short-term and medium-term facilities of US$ 1,653,875 thousand (31 December 2021: US$ 1,417,800 thousand) are secured by quoted sukuk of US$ 2,506,041 thousand (31 December 2021: US$ 2,070,315 thousand) and structured notes of US$ 301,853 thousand (31 December 2021: US$ 403,986 thousand).

Sukuk

During 2020, the Group raised US$ 500,000 thousand through issuance of unsecured sukuk certificates with a profit rate of 7.5% p.a. repayable by 2025 till date. The Group has repurchased cumulative sukuk of US$ 265,588 thousand. The outstanding sukuk also includes accrued profit of US$ 7,664 thousand.

   16         OTHER LIABILITIES 
 
                                                 31 December   31 December 
                                                     2022          2021 
 
 Employee related accruals                            15,544        18,089 
 Board member allowances and accruals                  1,500         2,499 
 Unclaimed dividends                                   4,754         4,574 
 Mudaraba profit accrual                              13,184        12,992 
 Provision for employees' leaving indemnities          4,125         3,155 
 Zakah and Charity fund                                5,924         5,173 
 Advance received from customers *                     6,648        70,051 
 Accounts payable                                    266,535       136,838 
 Other accrued expenses and payables                 105,149       151,283 
 
                                                     423,363       404,654 
                                                ============  ============ 
 

* Represents amount received in advance from the customers on account of real estate assets to be delivered by the Group.

   17         EQUITY OF INVESTMENT ACCOUNT HOLDERS (EIAH) 
 
                                             31 December   31 December 
                                                 2022          2021 
 
 Placements and borrowings from financial 
  institutions - Wakala                           25,458       231,722 
 Mudaraba                                      1,188,216     1,126,622 
 
                                               1,213,674     1,358,344 
                                            ============  ============ 
 

The funds received from investment account holders have been commingled and jointly invested with the Group in the following asset classes as at 31 December:

 
                                           31 December   31 December 
                                               2022          2021 
 
 Balances with banks                           274,502        46,368 
 CBB reserve account                            68,422        40,557 
 Placements with financial institutions        166,130        70,003 
 Debt type instruments - sukuk                 456,310       456,310 
 Financing assets                              248,310       745,106 
                                          ------------  ------------ 
 
                                             1,213,674     1,358,344 
                                          ============  ============ 
 

As at 31 December 2022, the balance of profit equalisation reserve and investment risk reserve was Nil (2021: Nil).

The Group does not allocate non-performing assets to IAH pool. All the impairment allowances are allocated to owners' equity. Recoveries from non-performing financial assets are also not allocated to IAH accountholders. Only profits earned on pool of assets funded from IAH are allocated between the owners' equity and IAH. The Group did not charge any administration expenses to investment accounts.

   17   EQUITY OF INVESTMENT ACCOUNT HOLDERS (EIAH) (continued) 

Following is the average percentage for profit allocation between owner's equity and investment accountholders.

 
                                2022                   2021 
                        Mudarib   IAH shares   Mudarib   IAH shares 
                         share                  share 
 1 month Mudharaba *     65.01%       34.99%    82.97%       17.03% 
 3 months Mudharaba      52.56%       47.44%    63.20%       36.80% 
 6 months Mudharaba      52.53%       47.47%    58.49%       41.51% 
 12 months Mudharaba     42.04%       57.96%    51.13%       48.87% 
 18 months Mudharaba     53.58%       46.42%    46.85%       53.15% 
 24 months Mudharaba     24.67%       75.33%    53.01%       46.99% 
 36 months Mudharaba     38.08%       61.92%    43.31%       56.69% 
                       --------  -----------  --------  ----------- 
 

* Includes savings, Al Waffer and Call Mudaraba accounts.

The investors' share of the return on jointly invested assets and distribution to investment account holders were as follows:

 
                                           2022       2021 
 
 Returns from jointly invested assets    (85,200)   (65,862) 
 Banks share as Mudarib                    47,149     34,152 
 
 Return to investment account holders    (38,051)   (31,710) 
                                        =========  ========= 
 

The above returns as the Mudarib are forming part of Income from commercial banking in the statement of income. During the year, average mudarib share as a percentage of total income allocated to IAH was 45.06% (2021: 53.73%) as against the average mudarib share contractually agreed with IAH. Hence the Group sacrificed average mudarib fees of 23.50% (2021: 9.97%) .

In addition to the Murabaha allocation, the Groups also provides wakala services to the investors wherein the Group's has generated a total returns from the jointly invested assets of USD 25,304 million (2021: USD 15,372 million) which is forming part of the Income from the treasury operations and the income from the propritory and co-investments in the statement of income. The returns to investment account holders are USD 21,027 million (2021: USD 10,145 million) which are included with the finance expenses in the statement of income. The difference between the returns from the invested assets and the returns to the investment account holder of USD 4,276 million (2021: USD 4,227 million) is the Group's share of return in its capacity of the wakil.

The Group does not share profits resulting from the assets funded through current accounts and other funds received on the basis other than mudarba contract and wakala contract.

The funds raised from IAH are deployed in the assets on a priority basis after setting aside certain amount in cash and placement with Banks for liquidity management purposes.

   18   SHARE CAPITAL 
 
                                              31 December   31 December 
 Authorised:                                      2022          2021 
 9,433,962,264 shares of US$ 0.265 each 
  (2021: 9,433,962,264 shares of US$ 0.265 
  each)                                         2,500,000     2,500,000 
 Issued and fully paid up: 
 3,832,593,838 shares of US$ 0.265 each 
  (2021: 3,775,990,064 shares of US$ 0.265 
  each)                                         1,015,637     1,000,637 
                                             ------------  ------------ 
 

The movement in the share capital during the year is as follows:

 
                            2022        2021 
 
 At 1 January             1,000,637     975,637 
 Issue of bonus shares       15,000      25,000 
 
 At 31 December           1,015,637   1,000,637 
                         ==========  ========== 
 

As at 31 December 2022, the Bank held 341,150,768 (31 December 2021: 213,806,890) of treasury shares. Furthermore, the bank had vested shares of 106,641,881 for US$ 29,958,453 (2021: 11,963,207).

Additional information on shareholding pattern

(i) The Bank has only one class of equity shares and the holders of these shares have equal voting rights.

(ii) Distribution schedule of equity shares, setting out the number of holders and percentage in the following categories:

 
                                                             % of total 
   31 December 2022          Number of        Number of      outstanding 
   Categories*                 shares        Shareholders      shares 
 
 Less than 1%               2,260,705,577           8,304         58.98% 
 1% up to less than 5%      1,023,998,191              14         26.72% 
 5% to less than 10%          547,890,070               2          14.3% 
 
   Total                    3,832,593,838           8,320           100% 
                         ================  ==============  ============= 
 
 
                                                             % of total 
   31 December 2021          Number of        Number of      outstanding 
   Categories*                 shares        Shareholders      shares 
 
 Less than 1%               2,271,927,550           8,142            60% 
 1% up to less than 5%      1,504,062,514              20            40% 
 
   Total                    3,775,990,064           8,162           100% 
                         ================  ==============  ============= 
 

* Expressed as a percentage of total outstanding shares of the Bank.

Appropriations and changes in capital structure

Appropriations, if any, are made when approved by the shareholders.

18 SHARE CAPITAL (continued)

Proposed appropriations

The Board of Directors proposes the following appropriations for 2023 subject to shareholders' and regulatory approval :

   --      Cash dividend of 6.0% of the paid-up share capital net of treasury shares; 
   --      To allocate an amount US $ 1,110,045 to Zakat Fund; 

-- To allocate an amount equivalent to 3% of net profit attributable to shareholders of US$ 2,707,590 to charity activities and civil society organizations;

   --      Transfer of US$ 9,025,300 to statutory reserve; and, 
   --      Board remuneration of US$ 1,500,000. 
   19   SHARE GRANT RESERVE 

The Bank operates a share-based incentive scheme for its employees (the "Scheme") whereby employee are granted the Bank's shares as compensation on achievement of certain non-market based performance conditions and service conditions (the 'vesting conditions'). The grant date fair value of equity instruments granted to employees is recognised as an employee expense, with a corresponding increase in equity over the period in which the employees become unconditionally entitled to the share awards. During the year the Bank has recognized US$ 6,930 thousands.

   20   OTHER INCOME 

Other income includes write back of liabilities no longer required of US$ 10.31 million (2021: US$ 24.3 million) after settlement arrangements were concluded for some of the non-banking subsidiaries, recoveries of expenses from project companies of US$ Nil (2021: US$ 0.3 million) and income of non-financial subsidiaries of US$ 9.6 million (2021: US$ 26.0 million).

   21   STAFF COST 
 
                                                  2022     2021 
 
 Salaries and benefits                           60,232   55,924 
 Social insurance and end of service benefits     3,253    3,111 
 Share-based payments                             6,930    4,196 
 
                                                 70,415   63,231 
                                                =======  ======= 
 
   21      STAFF COST (continued) 

As per the Group's Variable Incentive Policy, a portion of the annual performance bonus is issued in the form of share awards to its senior management employees. These awards include deferred incentives in the form of shares, share purchase plans and long-term incentive plans with different conditions. The terms of the award, including the type of plan, extent of funding, pricing and deferral period is determined for each year by the Board Nomination, Remuneration and Governance Committee of the Bank.

 
 Performance   Nature of             Staff coverage             Summary of deferral and 
  year          award                                            vesting conditions 
 2019 -        Employee Share        Covered persons            Shares are released rateably 
  2022 *        Purchase Plan         in business and            over the 3 year deferral 
  Awards        & Deferred            control functions          period. The issue price 
                Annual Bonus          who exceed total           is determined based on 
                (DAB)                 compensation thresholds    a defined adjustment to 
                                      as per CBB Remuneration    market price on the date 
                                      Regulations and            of the award. No future 
                                      Bank's Variable            performance conditions 
                                      Remuneration policy.       or service conditions 
                                                                 associated with the DAB 
                                                                 shares. DAB Shares are 
                                                                 entitled for dividends, 
                                                                 if any, but released over 
                                                                 the deferral period. 
              --------------------  -------------------------  -------------------------------- 
 2020 -        Long term incentive   Select Senior Management   Under the future performance 
  2022          plan (LTIP)                                      awards structure of the 
                share awards                                     Bank, an LTIP scheme was 
                                                                 introduced where the employees 
                                                                 are compensated in form 
                                                                 of shares as a percentage 
                                                                 on achievement of certain 
                                                                 pre-determined performance 
                                                                 conditions. The LTIP sets 
                                                                 performance and service 
                                                                 conditions and has a rateable 
                                                                 vesting schedule over 
                                                                 a period of six years. 
                                                                 Accelerated vesting may 
                                                                 occur on exceeding performance 
                                                                 conditions leading to 
                                                                 true up of share-based 
                                                                 payment charges. The issue 
                                                                 price is determined based 
                                                                 on a defined adjustment 
                                                                 to market price on the 
                                                                 date of the award. The 
                                                                 LTIP shares include leverage 
                                                                 features and are entitled 
                                                                 to dividends, if any, 
                                                                 released along with the 
                                                                 vested shares. 
              --------------------  -------------------------  -------------------------------- 
 
 
                                               2022                        2021 
                                     No. of Shares   USD 000's   No. of Shares   USD 000's 
                                    --------------              --------------  ---------- 
 
 Opening balance                       184,325,599      17,082     245,264,354      29,763 
 Awarded during the year               145,490,734      22,532      42,087,569       6,429 
 Bonus shares                            4,461,209           -       6,249,484 
 Forfeiture and other adjustments                -           -     (1,369,114)     (9,426) 
 Transfer to employees 
  / settlement                       (130,770,332)    (10,957)   (107,906,694)     (9,684) 
                                    --------------  ----------  --------------  ---------- 
 Closing balance                       203,507,210      28,657     184,325,599      17,082 
                                    --------------  ----------  --------------  ---------- 
 

In case of the employee share purchase plans including LTIP, the USD amounts reported in the table above represents the gross vesting charge of the respective schemes as determined under IFRS 2 - Share-based payments at the date of the award and not the value of the shares. The release of these shares are subject to future retention, performance and service conditions. The number of shares included in the table above refer to the total employee participation in the various plans that remain unvested and undelivered as at the reporting date.

   22   OTHER OPERATING EXPENSES 
 
                                                   2022     2021 
 
 Investment advisory expenses                     18,571   10,860 
 Rent                                              2,925    2,523 
 Professional and consultancy fees                13,213   10,211 
 Legal expenses                                    2,183      579 
 Depreciation                                      5,841    2,541 
 Expenses relating to non-banking subsidiaries    11,570   22,797 
 Other operating expenses                         23,229   20,788 
 
                                                  77,532   70,299 
                                                 =======  ======= 
 
   23   IMPAIRMENT ALLOWANCES 
 
                                          2022      2021 
 
 Bank balances                              (13)         8 
 Treasury portfolio                        2,836     8,147 
 Financing assets (note 8)                 6,935    16,376 
 Co-investments (note 11)                   (82)       690 
 Other receivables (note 12)             (6,320)    11,428 
 Commitments and financial guarantees       (46)   (1,068) 
 
                                           3,310    35,581 
                                        ========  ======== 
 
   24   RELATED PARTY TRANSACTIONS 

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties include entities over which the Group exercises significant influence, major shareholders, directors and executive management of the Group. A significant portion of the Group's management fees are from entities over which the Group exercises influence (assets under management). Although these entities are considered related parties, the Group administers and manages these entities on behalf of its clients, who are by and large third parties and are the economic beneficiaries of the underlying investments. The transactions with these entities are based on agreed terms.

The significant related party transactions during the year and balances as at year end included in these consolidated financial statements are as follows:

 
                                            Related parties 
                            ----------------------------------------------  ----------------  ------- 
                                                             Significant      Assets under 
                                                             shareholders      management 
                                                              / entities        including 
                             Associates                        in which      special purpose 
                               / Joint    Key management      directors         and other 
 2022                          venture       personnel      are interested      entities       Total 
                            ----------- 
Assets 
Cash and bank 
 balances                             -                -                 -            12,777   12,777 
Treasury portfolio                                                                    70,656   70,656 
Financing assets                      -            8,411            38,181            18,201   64,793 
Proprietary investment          836,251                -             6,058                 -  842,309 
Co investment                         -                -                 -           142,665  142,665 
Receivables and 
 other assets                    62,045            5,326               721           198,231  266,323 
 
Liabilities 
Current account                   1,918              183             2,003            13,973   18,077 
Placements from 
 financial, non-financial 
 institutions and 
 individuals                          -            3,379            22,697            24,077   50,153 
Payables and accruals            36,009            1,565                 -           139,529  177,103 
 
Equity of investment 
 account holders                  3,239            2,875            33,328           148,114  187,556 
 
 
   24      RELATED PARTY TRANSACTIONS (continued) 
 
                                                                 Related parties 
                                                                                                Assets under 
                                                                                 Significant     management 
                                                                                 shareholders     including 
                                                                                  / entities       special 
                                                    Associates                     in which        purpose 
                                                      / Joint   Key management    directors       and other 
2022                                                  venture      personnel    are interested    entities      Total 
Income 
Income from investment 
 banking                                                     -               -               -        124,244  124,244 
Income from commercial 
 banking                                                     -               -               -              -        - 
 
  *    Income from financing                                 -             525           1,263              -    1,788 
 
  *    Fee and other income                                  -               -               -              -        - 
 
   *    Less: Return to investment account holders          27             101           8,631             11    8,770 
 
  *    Less: Finance expense                                 -               -               -              -        - 
Income from proprietary 
 and co-investments                                     27,246               -           1,932         25,154   54,332 
Treasury and other 
 income                                                      8               -               -            797      805 
 
Expenses 
Operating expenses 
Staff Cost                                                   -        (8,116)*               -              -  (8,116) 
Finance Cost                                                 -             (6)         (3,989)              -  (3,995) 
 
 

* The amount presented excluded bonus to key management personnel for 2022 as allocation has not been finalized at the date of approval of these consolidated financial statements.

 
                                            Related parties 
                            ----------------------------------------------  ----------------  ------- 
                                                             Significant      Assets under 
                                                             shareholders      management 
                                                              / entities        including 
                             Associates                        in which      special purpose 
                               / Joint    Key management      directors         and other 
 2021                          venture       personnel      are interested      entities       Total 
                            ----------- 
Assets 
Cash and bank 
 balances                             -                -                 -            15,196   15,196 
Treasury portfolio                    -                -            37,148                 -   37,148 
Financing assets                      -            7,817            33,407            16,482   57,706 
Proprietary investment          114,387                -            20,328            48,011  182,726 
Co investment                         -                -                 -            76,794   76,794 
Receivables and 
 other assets                     8,060              623               300           171,559  180,542 
 
Liabilities 
Current account                     326              902               592            15,427   17,247 
Placements from 
 financial, non-financial 
 institutions and 
 individuals                          -            4,430                 -                 -    4,430 
Payables and accruals                 -            2,688             1,528            33,678   37,894 
 
Equity of investment 
 account holders                  1,088              355            54,276               772   56,491 
 
 
   24      RELATED PARTY TRANSACTIONS (continued) 
 
                                                                Related parties 
                                                                                                Assets under 
                                                                                Significant      management 
                                                                                shareholders     including 
                                                                                 / entities       special 
                                                   Associates                     in which        purpose 
                                                     / Joint   Key management    directors       and other 
2021                                                 venture      personnel    are interested     entities      Total 
Income 
Income from investment 
 banking                                                    -               -               -         119,389  119,389 
Income from commercial 
 banking 
 
  *    Income from financing                                -             310           2,332               -    2,642 
 
  *    Fee and other income                           (3,005)               -               -             698  (2,307) 
 
  *    Less: Return to investment account holders          24               3           5,111              13    5,151 
 
  *    Less: Finance expense                                -              50               -               -       50 
Income from proprietary 
 and co-investments                                         4             120           8,017          19,727   27,868 
Treasury and other 
 income                                                     -               -           (440)           1,742    1,302 
 
Expenses 
Operating expenses 
  *    Staff Cost                                           -         (5,671)               -               -  (5,671) 
 
  *    Finance Expenses                                     -         (1,676)               -               -  (1,676) 
 

Key management personnel

Key management personnel of the Group comprise of the Board of Directors and key members of management having authority and responsibility for planning, directing and controlling the activities of the Group and its significant banking subsidiary.

During the year, there were no direct participation of directors in investments promoted by the Group.

The key management personnel compensation is as follows:

 
                                                   2022    2021 
 
Board members' remuneration, fees and allowance    2,981   2,455 
Salaries, other short-term benefits and 
 expenses                                         15,203  14,862 
Post-employment benefits                             289     275 
 
   25   ASSETS UNDER MANAGEMENT AND CUSTODIAL ASSETS 

i. The Group provides corporate administration, investment management and advisory services to its project companies, which involve the Group making decisions on behalf of such entities. Assets that are held in such capacity are not included in these consolidated financial statements. At the reporting date, the Group had assets under management of US$ 7,845 million (31 December 2021: US$ 5,297 million). During the year, the Group had charged management fees and performance fee amounting to US$ 33,536 thousand (31 December 2021: US$ 8,083 thousand).

ii. Custodial assets comprise assets of the discretionary portfolio management ('DPM') accounts amounting to US$ 663,201 thousand, of which US$ 639,124 thousand related to the Bank's investment products.

   26   EARNINGS PER SHARE 

Basic earnings per share

Basic earnings per share is calculated by dividing the profit for the year by the weighted average number of equity shares outstanding during the year.

The weighted average number of ordinary equity shares for the comparative periods presented are adjusted for the issue of shares during the year without corresponding change in resources.

 
                                                2022       2021 
In thousands of shares 
Weighted average number of shares for basic 
 and diluted earnings                         3,426,503  3,412,835 
 

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Potential ordinary shares are considered to be dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or increase the loss per share.

   27   ZAKAH AND SOCIAL RESPONSIBILITY 

Zakah is directly borne by the shareholders on distributed profits and investors in restricted investment accounts. The Bank does not collect or pay Zakah on behalf of its shareholders and investors in restricted investment accounts. Zakah payable by the shareholders is computed by the Bank on the basis of the method prescribed (net assets method) by the Bank's Shari'a Supervisory Board and notified to shareholders annually. The current year calculations for zakah are yet to be approved by the Group's Shari'a Supervisory Board and will be provided for in the Bank's website.

The Group discharges its social responsibilities through donations to charitable causes and social organisations.

   28   EARNINGS PROHIBITED BY SHARI'A 

The Group is committed to avoid recognising any income generated from non-sharia sources. Accordingly, all non-sharia income is credited to a charity account where the Group uses these funds for charitable means. Movements in non-sharia funds are shown in the statement of sources and uses of charity funds. The Group receives interest from deposits placed with the CBB and other incidental or required deposits. These earnings are utilised exclusively for charitable purposes and amount to US$ 88 thousand (2021: US$ 31 thousand).

   29   SHARI'A SUPERVISORY BOARD 

The Group's Shari'a Supervisory Board comprise four Islamic scholars who review the Group's compliance with general Shari'a principles and specific fatwas, rulings and guidelines issued. Their review includes examination of evidence relating to the documentation and procedures adopted by the Group to ensure that its activities are conducted in accordance with Islamic Shari'a principles.

   30   MATURITY PROFILE 

The table below shows the maturity profile of the Group's assets and unrecognised commitments on the basis of their contractual maturity. Where such contractual maturity is not available, the Group has considered expected realisation / settlement profile for assets and liabilities respectively. For undiscounted contractual maturity of financial liabilities, refer note 36.

 
                                                    6 months 
                                Up to      3 to        to 1      1 to       Over 
  31 December 2022             3 months   6 months     year     3 years    3 years     Total 
Assets 
Cash and bank balances          826,393      7,374     13,552     10,920          -    858,239 
Treasury portfolio            1,291,520    249,557    447,769    417,228  1,803,946  4,210,020 
Financing assets                156,765     56,091    164,272    291,676    766,434  1,435,238 
Real estate investment                -          -          -          -  1,287,085  1,287,085 
Proprietary investments               -          -          -    927,704     77,349  1,005,053 
Co-investments                        -      1,852          -    140,199          -    142,051 
Receivables and 
 prepayments                    213,908    105,435     56,540     50,526    163,460    589,869 
Property and equipment                -          -          -          -    232,736    232,736 
 
Total assets                  2,488,586    420,309    682,133  1,838,253  4,331,010  9,760,291 
Liabilities 
Client's funds                   87,488          -     35,812          -          -    123,300 
Placements from 
 financial institutions       2,361,964    516,253    639,419    210,554     62,680  3,790,870 
Placements from 
 non-financial institutions 
 and individuals                159,739    121,865    251,034    423,025    108,595  1,064,258 
Current account                   5,497     16,623          -     54,557     54,557    131,234 
Term financing                  519,046    192,074    276,200    649,172    305,706  1,942,198 
Payables and accruals           227,764    116,763     36,390     42,446          -    423,363 
Total liabilities             3,361,498    963,578  1,238,855  1,379,754    531,538  7,475,223 
Equity of investment 
 account holders                 99,588     35,406     86,546    288,470    703,664  1,213,674 
 
Off-balance sheet 
 items 
Commitments                      56,565      4,098     48,923     95,664        234    205,484 
Restricted investment 
 accounts                             -          -          -      4,162          -      4,162 
 

30 MATURITY PROFILE (continued)

 
                                                    6 months 
                                Up to      3 to        to 1      1 to       Over 
  31 December 2021             3 months   6 months     year     3 years    3 years     Total 
Assets 
Cash and bank balances          704,672      6,772      9,650      1,377          -    722,471 
Treasury portfolio            1,067,797     91,561     31,243    454,734  1,485,911  3,131,246 
Financing assets                308,830     64,197     95,926    418,316    423,733  1,311,002 
Real estate investment                -          -          -    937,463    968,135  1,905,598 
Proprietary investments               -          -     53,806     20,434     96,077    170,317 
Co-investments                        -      2,676     23,607    139,535      6,059    171,877 
Receivables and 
 prepayments                    149,490     14,283    109,058    214,392     44,265    531,488 
Property and equipment                -          -          -          -    139,687    139,687 
 
Total assets                  2,230,789    179,489    323,290  2,186,251  3,163,867  8,083,686 
Liabilities 
Client's funds                  152,925          -     63,837          -          -    216,762 
Placements from 
 financial institutions       1,158,602    591,674    415,501     18,814     93,889  2,278,480 
Placements from 
 non-financial institutions 
 and individuals                208,648    143,993    237,520    171,883     11,568    773,612 
Current account                  35,801     13,666     14,841     16,958     51,780    133,046 
Term financing                  578,012    185,494    512,475     84,031    390,655  1,750,667 
Payables and accruals            96,565     22,225    229,286     56,578          -    404,654 
Total liabilities             2,230,553    957,052  1,473,460    348,264    547,892  5,557,221 
Equity of investment 
 account holders                237,280    269,297    377,042    235,597    239,128  1,358,344 
 
Off-balance sheet 
 items 
Commitments                         114      3,308     17,268    118,611     16,127    155,428 
Restricted investment 
 accounts                             -          -          -      4,162          -      4,162 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2022 US$ 000's

   31         CONCENTRATION OF ASSETS, LIABILITIES AND EQUITY OF INVESTMENT ACCOUNT HOLDERS 
   (a)    Industry sector 
 
                                                        Banks and 
31 December 2022                                  financial institutions    Real estate     Others        Total 
Assets 
Cash and bank balances                                           845,828         11,596           815    858,239 
Treasury portfolio                                             3,134,903         73,182     1,001,935  4,210,020 
Financing Assets                                                 107,608        561,420       766,210  1,435,238 
Real estate investments                                                -      1,287,085             -  1,287,085 
Proprietary investment                                           757,834        229,337        17,882  1,005,053 
Co-investment                                                    130,833         11,218             -    142,051 
Receivables and prepayments                                      139,696         97,951       352,222    589,869 
Property and equipment                                             2,189         37,165       193,382    232,736 
 
  Total assets                                                 5,118,891      2,308,954     2,332,446  9,760,291 
 
Liabilities 
Client's funds                                                   119,375              -         3,925    123,300 
Placements from financial institutions                         3,790,870              -             -  3,790,870 
Placements from non-financial institutions and 
 individuals                                                       9,821          1,477     1,052,960  1,064,258 
Customer accounts                                                  4,138         18,735       108,361    131,234 
Term financing                                                 1,926,760         15,438             -  1,942,198 
Payables and accruals                                            240,730         50,054       132,579    423,363 
 
Total liabilities                                              6,091,694         85,704     1,297,825  7,475,223 
 
Equity of Investment account holders                             272,093         51,262       890,319  1,213,674 
 
Off-balance sheet items 
Commitments                                                            -        117,301        88,183    205,484 
Restricted investment accounts                                         -          4,162             -      4,162 
Notional amount of Derivative                                     58,500              -             -     58,500 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2022 US$ 000's

31 Concentration of assets, liabilities and equity of investment account holders (continued)

   a          Industry sector (continued) 
 
                                                        Banks and financial 
31 December 2021                                            institutions       Real estate   Others       Total 
Assets 
Cash and bank balances                                              709,908          5,691      6,872    722,471 
Treasury portfolio                                                2,265,505          6,012    859,729  3,131,246 
Financing Assets                                                    124,783        499,559    686,660  1,311,002 
Real estate investments                                             662,501      1,212,772     30,325  1,905,598 
Proprietary investment                                                    -        123,459     46,858    170,317 
Co-investment                                                             -        153,270     18,607    171,877 
Receivables and prepayments                                         444,477          7,245     79,766    531,488 
Property and equipment                                                5,770         23,492    110,425    139,687 
 
  Total assets                                                    4,212,944      2,031,500  1,839,242  8,083,686 
 
Liabilities 
Client's funds                                                      212,789              -      3,973    216,762 
Placements from financial institutions                            2,278,480              -          -  2,278,480 
Placements non-financial institutions and individuals                 7,163            790    765,659    773,612 
Customer accounts                                                       779         13,610    118,657    133,046 
Term financing                                                    1,706,299         19,919     24,449  1,750,667 
Payables and accruals                                               135,118        138,440    131,096    404,654 
 
Total liabilities                                                 4,340,628        172,759  1,043,834  5,557,221 
 
Equity of Investment account holders                                220,935         60,469  1,076,940  1,358,344 
 
Off-balance sheet items 
Commitments                                                               -         68,701     86,727    155,428 
Restricted investment accounts                                            -          1,331      2,831      4,162 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2022 US$ 000's

31 Concentration of assets, liabilities and equity of investment account holders (continued)

   b          Geographic region 
 
                                                                         North 
            31 December 2022            GCC countries   MENA     Asia    America  Others     Total 
Assets 
Cash and bank balances                        691,915      361      40    74,484   91,439    858,239 
Treasury portfolio                          3,318,666  135,813       -   108,785  646,756  4,210,020 
Financing assets                            1,379,761   39,526       -        12   15,939  1,435,238 
Real estate investment                      1,037,847  232,284   7,609         -    9,345  1,287,085 
Proprietary investment                        993,219        -       -         -   11,834  1,005,053 
Co-investments                                 46,780        -     505    93,028    1,738    142,051 
Receivables and prepayments                   550,502   22,387   3,477     9,873    3,630    589,869 
Property and equipment                        224,358        -       -     8,244      134    232,736 
Total assets                                8,243,048  430,371  11,631   294,426  780,815  9,760,291 
Liabilities 
Client's funds                                119,375        -       -         -    3,925    123,300 
Placements from financial,                  3,790,870        -       -         -        -  3,790,870 
Placements non-financial institutions 
 and individuals                              903,367  160,666       -       225        -  1,064,258 
Customer accounts                             131,019        -     215         -        -    131,234 
Financing liabilities                         773,566        -       -   447,647  720,985  1,942,198 
Payables and accruals                         257,100    6,010       -   141,637   18,616    423,363 
Total liabilities                           5,975,297  166,676     215   589,509  743,526  7,475,223 
 
Equity of investment account holders        1,191,653        -  21,910         -      111  1,213,674 
Off-balance sheet items                                                                 - 
Commitments                                   142,992        -       -    62,492        -    205,484 
Restricted investment accounts                  4,022        -       -       140        -      4,162 
Notional amount of Derivative                       -        -       -    58,500        -     58,500 
 

Concentration by location for assets is measured based on the location of the underlying operating assets, and not based on the location of the investment (which is generally based in tax efficient jurisdictions).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2022 US$ 000's

31 Concentration of assets, liabilities and equity of investment account holders (continued)

   b          Geography sector (continued) 
 
 
            31 December 2021             GCC countries   MENA     Asia    North America  Others     Total 
Assets 
Cash and bank balances                         577,879    2,097    1,097         67,254   74,144    722,471 
Treasury portfolio                           2,583,409   95,093  100,244         61,575  290,925  3,131,246 
Financing assets                             1,295,063        -        -              -   15,939  1,311,002 
Real estate investment                       1,076,694  489,903  329,444              -    9,557  1,905,598 
Proprietary investment                         116,509        -        -              -   53,808    170,317 
Co-investments                                  52,459        -   72,235         44,701    2,482    171,877 
Receivables and prepayments                    496,230   10,440   11,589          8,072    5,157    531,488 
Property and equipment                         133,854    5,655        -              -      178    139,687 
Total assets                                 6,332,097  603,188  514,609        181,602  452,190  8,083,686 
Liabilities 
Client's funds                                 212,789        -        -              -    3,973    216,762 
Placements from financial institutions       2,278,480        -        -              -        -  2,278,480 
Placements non-financial institutions 
 and individuals                               688,673   84,714        -            225        -    773,612 
Customer accounts                              136,274    (260)    (496)              -  (2,472)    133,046 
Financing liabilities                          732,099        -        -        374,028  644,540  1,750,667 
Payables and accruals                          233,933   69,064   68,577         30,871    2,209    404,654 
Total liabilities                            4,282,248  153,518   68,081        405,124  648,250  5,557,221 
 
Equity of investment account holders         1,334,623    1,700   21,907              3      111  1,358,344 
Off-balance sheet items 
Commitments                                    135,342        -        -         20,086        -    155,428 
Restricted investment accounts                   1,529        -        -              -    2,633      4,162 
 

Concentration by location for assets is measured based on the location of the underlying operating assets, and not based on the location of the investment (which is generally based in tax efficient jurisdictions).

   32   OPERATING SEGMENTS 

The Group has three distinct operating segments, Real Estate Development, Investment Banking and Commercial Banking, which are the Group's strategic business units. The strategic business units offer different products and services and are managed separately because they require different strategies for management and resource allocation within the Group. For each of the strategic business units, the Group's Board of Directors (chief operating decision makers) review internal management reports on a quarterly basis.

The following summary describes the operations in each of the Group's operating reportable segments:

-- Investment Banking: The Banking segment of the Group is focused on private equity and asset management domains. The private equity activities include acquisition of interests in unlisted or listed businesses at prices lower than anticipated values. The asset management unit is responsible for identifying and managing investments in yielding real estate in the target markets of the GCC. The investment banking activities focuses on providing structuring capabilities in Islamic asset-backed and equity capital markets, Islamic financial advisory and mid-sized mergers and acquisition transactions.

-- Commercial Banking: These include commercial and corporate banking, retail banking, wealth management, structured investment products and project financing facilities of the Group's commercial banking subsidiary.

-- Proprietary and treasury - All common costs and activities treasury and residual investment assets, excluding those that are carried independently by the reportable segments which are included within the respective segment, are considered as part of the proprietary and treasury activities of the Group.

The performance of each operating segment is measured based on segment results and are reviewed by the management committee and the Board of Directors on a quarterly basis. Segment results is used to measure performance as management believes that such information is most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing, if any is determined on an arm's length basis.

The Group classifies directly attributable revenue and cost relating to transactions originating from respective segments as segment revenue and segment expenses respectively. Indirect costs is allocated based on cost drivers/factors that can be identified with the segment and/ or the related activities. The internal management reports are designed to reflect revenue and cost for respective segments which are measured against the budgeted figures. The unallocated revenues, expenses, assets and liabilities related to entity-wide corporate activities and treasury activities at the Group level. Segment revenue and expenses were net-off inter segment revenue and expenses.

The Group has primary operations in Bahrain and the Group does not have any significant independent overseas branches/divisions in the banking business. The geographic concentration of assets and liabilities is disclosed in note 32 (b) to the consolidated financial statements.

   32   OPERATING SEGMENTS (continued) 

Information regarding the results of each reportable segment is included below:

 
                                                     Investment  Commercial   Proprietary 
                                                       banking     banking    and Treasury    Total 
31 December 2022 
Segment revenue                                         120,503      78,972        242,195    441,670 
Segment expenses (including impairment allowances)     (69,675)    (40,275)      (234,013)  (343,963) 
Segment result                                           50,828      38,697          8,182     97,707 
Segment assets                                          201,828   3,785,535      5,772,928  9,760,291 
Segment liabilities                                     171,359   1,761,879      5,541,985  7,475,223 
Equity of investment account holders                          -   1,189,016         24,658  1,213,674 
Other segment information 
Impairment allowance                                          -       4,770        (1,460)      3,310 
Equity accounted investees                                    -       5,303         98,168    103,471 
Commitments                                              55,485     142,992          7,007    205,484 
 

Net of intercompany eliminations.

   32   OPERATING SEGMENTS (continued) 
 
                                                     Investment  Commercial   Proprietary 
                                                       banking     banking    and Treasury    Total 
31 December 2021 
Segment revenue                                         110,387      71,825        216,536    398,748 
Segment expenses (including impairment allowances)     (73,943)    (43,144)      (189,044)  (306,131) 
Segment result                                           36,444      28,681         27,492     92,617 
Segment assets                                          151,814   3,095,984      4,835,888  8,083,686 
Segment liabilities                                      70,712   1,228,774      4,257,735  5,557,221 
Equity of investment account holders                          -   1,126,622        231,722  1,358,344 
Other segment information 
Impairment allowance                                     15,260      12,693          7,628     35,581 
Equity accounted investees                               18,339      44,900          5,764     69,003 
Commitments                                                   -     135,342         20,086    155,428 
 
   33         FAIR VALUE OF FINANCIAL INSTRUMENTS 

Fair value is an amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. This represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Underlying the definition of fair value is a presumption that an enterprise is a going concern without any intention or need to liquidate, curtail materially the scale of its operations or undertake a transaction on adverse terms.

As at 31 December 2022 and 31 December 2021, the fair value of bank balances, placements with financial institutions, other financial assets, investors' fund, placements from financial and other institutions and other financial liabilities are not expected to be materially different from their carrying values as these are short term in nature and are re-priced frequently to market rates, where applicable. Investment securities carried at fair value through income statement are carried at their fair values determined using quoted market prices and internal valuation models.

The fair value of quoted Sukuk carried at amortised cost (net of impairment allowances) of USD 2,240,360 thousand (31 December 2021: USD 860,616 thousand) is USD 2,198,848 thousand as at 31 December 2022 (31 December 2021: USD 883,618 thousand). There are no material changes in the fair values of the Sukuk's carried at amortised cost subsequent to the reporting date until the date of signing the condensed consolidated interim financial information for the period ended 31 December 2022.

Fair value hierarchy

The table below analyses the financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

   --   Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities 

-- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly (i.e. derived from prices)

-- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

   33   FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) 
   b)   FAIR VALUE HIERARCHY (continued) 
 
 31 December 2022                       Level      Level      Level      Total 
                                          1          2          3 
                                      US$ 000's  US$ 000's  US$ 000's  US$ 000's- 
 (i) Proprietary investments 
   Investment securities carried 
    at fair value through: 
 
              *    income statement       9,480          -          -       9,480 
 
              *    equity               836,251          -     55,893     892,144 
                                        845,731          -     55,893     901,624 
 (ii) Treasury portfolio 
   Investment securities carried 
    at fair value through: 
 
              *    income statement           -    374,653          -     374,653 
 
              *    equity               879,171          -          -     879,171 
                                        879,171    374,653          -   1,253,824 
iii) Co-investments 
Investment securities carried 
 at fair value through equity                                 131,553     131,553 
Investment securities carried 
 at fair value through income 
 statement                                                     10,498      10,498 
                                                              142,051     142,051 
                                      1,724,902    374,653    197,944   2,297,499 
 
 
 31 December 2021                       Level      Level      Level      Total 
                                          1          2          3 
                                      US$ 000's  US$ 000's  US$ 000's  US$ 000's- 
 (iii) Proprietary investments 
   Investment securities carried 
    at fair value through: 
 
              *    income statement           -          -          -           - 
 
              *    equity                    13          -     91,425      91,438 
                                             13          -     91,425      91,438 
 (iv) Treasury portfolio 
   Investment securities carried 
    at fair value through: 
 
              *    income statement           -    445,183          -     445,183 
 
              *    equity             1,656,088          -          -   1,656,088 
                                      1,656,088    445,183          -   2,101,271 
iii) Co-investments 
Investment securities carried 
 at fair value through equity                 -          -    164,547     164,547 
Investment securities carried 
 at fair value through income 
 statement                                    -          -      7,330       7,330 
                                              -          -    171,877     171,877 
                                      1,656,101    445,183    263,302   2,364,586 
 
   33   FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) 

The table below shows the reconciliation of movements in value of investments measured using Level 3 inputs:

 
                                               2022      2021 
 
At 1 January                                  263,302    390,567 
Total gains / (losses) in income statement          -   (17,223) 
Transfer from Level 2                               -  (155,250) 
Disposals at carrying value                  (54,521)   (27,531) 
Purchases                                      37,561     69,129 
Fair value changes during the year           (48,398)      3,610 
 
At 31 December                                197,944    263,302 
 

The potential effect of using reasonable possible alternative assumptions for fair valuing certain equity investments classified as level 3 are summarised below:

 
Valuation technique      Key unobservable       Fair value        Reasonable        Increase 
        used                  inputs           at 31 December   possible shift     / (decrease) 
                                                    2022        +/- (in average    in valuation 
                                                                    input) 
                                                 US$ '000 
 
  Market multiples 
      approach            Price to book                 5,609       +/- 5%         280 / (280) 
                                              --------------- 
  Market multiples       Enterprise value 
       approach              to EBITDA                  6,151       +/- 5%         308 / (308) 
                                              --------------- 
  Market multiples          Capitalised 
       approach           Earnings Method               2,814       +/- 5%         141 / (141) 
                                              --------------- 
                       Comparable Companies 
                          trading Multiple 
  Market multiples         and Discounted 
       approach              Cashflows                 16,505       +/- 5%         825 / (825) 
   Discounted cash        Terminal growth 
         flow                   rate                   15,003       +/- 5%         750 / (750) 
                                              --------------- 
 
    Discounted cash      Weighted average 
         flow             cost of capital              69,085       +/- 5%       3,454 / (3,454) 
                                              --------------- 
             Adjusted Net Asset 
                    Value                              82,777       +/- 5%       4,139 / (4,139) 
                                              --------------- 
                                                      197,944 
                                              =============== 
 
   34         COMMITMENTS AND CONTINGENCIES 

The commitments contracted in the normal course of business of the Group are as follows:

 
                                             31 December  31 December 
                                                 2022         2021 
 
    Undrawn commitments to extend finance        100,422       95,347 
    Financial guarantees                          49,044       39,995 
    Capital commitments for infrastructure 
     development projects                         55,485       16,171 
    Commitment to lend                               533        3,915 
                                                 205,484      155,428 
 

Performance obligations

During the ordinary course of business, the Group may enter into performance obligations in respect of its infrastructure development projects. It is the usual practice of the Group to pass these performance obligations, wherever possible, on to the companies that own the projects. In the opinion of the management, no liabilities are expected to materialise on the Group as at

31 December 2022 due to the performance of any of its projects.

Litigations and claims

The Group has a number of claims and litigations filed against it in connection with projects promoted by the Bank in the past and with certain transactions. Further, claims against the Bank also have been filed by former employees. Based on the advice of the Bank's external legal counsel, the management is of the opinion that the Bank has strong grounds to successfully defend itself against these claims. Appropriate provision have been made in the books of accounts. No further disclosures regarding contingent liabilities arising from any such claims are being made by the Bank as the directors of the Bank believe that such disclosures may be prejudicial to the Bank's legal position.

   35   FINANCIAL RISK MANAGEMENT 

Overview

Financial assets of the Group comprise bank balances, placements with financial and other institutions, investment securities and other receivable balances. Financial liabilities of the Group comprise investors' funds, placements from financial and other institutions, term financing and other payable balances. Accounting policies for financial assets and liabilities are set out in note 4.

The Group has exposure to the following risks from its use of financial instruments:

   --    credit risk; 
   --    liquidity risk; 
   --    market risks; and 
   --    operational risk 

This note presents information about the Group's exposure to each of the above risks, the Bank's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. The material subsidiaries consolidated in these financial statements have independent risk management frameworks which is monitored by the respective Board of Directors of the subsidiaries. Accordingly, such risk management policies, procedures and practices are not included in these consolidated financial statements.

Risk management framework

The key element of our risk management philosophy is for the Risk Management Department ('RMD') to provide independent monitoring and control while working closely with the business units which ultimately own the risks. The Head of Risk Management reports to the Board Audit and Risk Committee.

   35   FINANCIAL RISK MANAGEMENT (continued) 

The Board of Directors has overall responsibility for establishing our risk culture and ensuring that an effective risk management framework is in place. The Board has delegated its authority to the Board Audit and Risk Committee (ARC), which is responsible for implementing risk management policies, guidelines and limits and ensuring that monitoring processes are in place. The RMD, together with the Internal Audit and Compliance Departments, provide independent assurance that all types of risk are being measured and managed in accordance with the policies and guidelines set by the Board of Directors.

The RMD submits a quarterly Risk Overview Report along with a detailed Liquidity Risk Report to the Board of Directors. The Risk Overview Report describes the potential issues for a wide range of risk factors and classifies the risk factors from low to high. The Liquidity Risk Report measure the Group's liquidity risk profile against policy guidelines and regulatory benchmarks. An additional report is prepared by the respective investment units that give updated status and impairment assessment of each investment, a description of significant developments on projects or issues as well as an update on the strategy and exit plan for each project.

   a)   Credit risk 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's, placements with financial institutions, financing assets and other receivables from project companies. For risk management reporting purposes, the Group considers and consolidates all elements of credit risk exposure (such as individual obligor default risk, country, sector risk and sector concentration risk, related party exposure, etc.). The uncertainties due to COVID-19 and resultant economic volatility has impacted the Group's financing operations.

The Group had updated its inputs and assumptions for computation of ECL (refer note 4 p).

Management of investment and credit risk

The Board of Directors has delegated responsibility for the management of credit risk to its Board Investment Committee (BIC). This committee establishes operating guidelines and reviews and endorses the Management Investment and Credit Committee recommendations for investment strategies, products and services. Its actions are in accordance with the investment policies adopted by the Board of Directors.

The RMD is responsible for oversight of the Group's credit risk, including:

-- Ensuring that the Group has in place investment and credit policies, covering credit assessment, risk reporting, documentary and legal procedures, whilst the Compliance Department is responsible for ensuring compliance with regulatory and statutory requirements.

-- Overseeing the establishment of the authorisation structure for the approval and renewal of investment and credit facilities. Authorisation limits are governed by the Board approved Delegated Authority Limits (DAL) Matrix.

-- Reviewing and assessing credit risk. Risk Management department assesses all investment and credit exposures in excess of designated limits, prior to investments / facilities being committed. Renewals and reviews of investments / facilities are subject to the same review process.

   35   FINANCIAL RISK MANAGEMENT (continued) 
         a)   Credit risk (continued) 

-- Ongoing review of credit exposures. The credit review of the commercial banking exposure is managed and governed by the Board of Directors of KHCB and is consistent with the practices appropriate for retail banks. The risk assessment approach is used by the Parent Bank in determining where impairment provisions may be required against specific investment / credit exposures at its board. The current risk assessment process classifies credit exposures into two broad categories "Unimpaired" and "Impaired", reflecting risk of default and the availability of collateral or other credit risk mitigation. Risk is assessed on an individual basis for each investment / receivable and is reviewed at least once a year. The Group does not perform a collective assessment of impairment for its credit exposures as the credit characteristics of each exposure is considered to be different. Risk profile of exposures are subject to regular reviews.

-- Reviewing compliance of business units with agreed exposure limits, including those for selected industries, country risk and product types. Providing advice, guidance and specialist skills to business units to promote best practice throughout the Group in the management of investment / credit risk.

The Risk Management Department works alongside the Investment Department at all stages of the deal cycle, from pre-investment due diligence to exit, and provides an independent review of every transaction. A fair evaluation of investments takes place periodically with inputs from the Investment department. Quarterly updates of investments are presented to the Board of Directors or their respective committees. Regular audits of business units and Group credit processes are undertaken by Internal Audit.

   35   FINANCIAL RISK MANAGEMENT (continued) 
         a)   Credit risk (continued) 

Exposures subject to credit risk

 
                                  Stage     Stage   Stage 
31 December 2022                    1         2        3      Total 
 
Balances with banks and 
 placements with financial 
 institutions 
Grade 1 -6 Low-Fair Risk        1,587,198      361       -  1,587,559 
                                        -        -       -          - 
Gross carrying amount           1,587,198      361       -  1,587,559 
Less expected credit losses            27        2       -         29 
Net carrying amount             1,587,171      359       -  1,587,530 
 
Financing facilities 
Grade 8 -10 Impaired                    -        -  51,756     51,756 
 
Past due but not impaired 
Grade 1-6 Low-Fair Risk           175,377   69,175       -    244,552 
Grade 7 Watch list                      -   25,316       -     25,316 
Past due comprises : 
Up to 30 days                      66,257   49,679       -    115,936 
30-60 days                         20,446    2,645       -     23,091 
60-90 days                         88,674   42,167       -    130,841 
 
Neither past due nor impaired 
Grade 1-6 Low-Fair Risk           658,098   12,958       -    671,056 
Grade 7 Watch list                    213    6,851       -      7,064 
 
Gross carrying amount             833,688  114,300  51,756    999,744 
Less expected credit losses        15,842   10,155  25,663     51,660 
Net carrying amount               817,846  104,145  26,093    948,084 
 
Assets acquired for leasing 
Grade 8-10 impaired                     -        -  17,809     17,809 
 
Past due but not impaired 
Grade 1-6 Low-Fair Risk            78,790    4,236       -     83,026 
Grade 7 Watch list                    194   12,003       -     12,197 
Past due comprises : 
Up to 30 days                      39,854      738       -     40,592 
30-60 days                          5,206    5,785       -     10,991 
60-90 days                         33,926    9,716       -     43,642 
 
Neither past due nor impaired 
Grade 1-6 Low-Fair Risk           344,899   26,435       -    371,334 
Grade 7 Watch list                      -   15,497       -     15,497 
 
   35   FINANCIAL RISK MANAGEMENT (continued) 
         a)   Credit risk (continued) 
 
 31 December 2022                 Stage     Stage    Stage     Total 
                                    1         2        3 
Gross carrying amount             423,885   58,171   17,809    499,865 
Less expected credit losses         2,205    2,655    7,851     12,711 
Net carrying amount               421,680   55,516    9,958    487,154 
 
 Investment in Sukuk 
 Grade 8 -10 Impaired                   -        -    3,496      3,496 
 Grade 1-6 Low-Fair Risk        2,930,803  156,004        -  3,086,807 
 Gross carrying amount          2,930,803  156,004    3,496  3,090,303 
 Less: expected credit losses       4,940    8,796    3,496     17,232 
 
   Net carrying amount          2,925,863  147,208        -  3,073,071 
 
 Commitments and financial 
  guarantees 
 Grade 8 -10 Impaired 
 Grade 1-6 Low-Fair Risk          204,189      939       16    205,144 
 Grade 7 Watch list                     -      342        -        342 
 Gross carrying amount (note 
  35)                             204,189    1,281       16    205,486 
 Less: expected credit losses           -        3        -          3 
 Net carrying amount              204,189    1,278       16    205,483 
 
 Total net carrying amount      5,956,746  308,508   36,067  6,301,321 
 
 
   35   FINANCIAL RISK MANAGEMENT (continued) 
         a)   Credit risk (continued) 
 
                                      Stage    Stage   Stage 
31 December 2021                        1        2        3     Total 
 
Balances with banks and placements 
 with financial institutions 
Grade 1 -6 Low-Fair Risk             902,427        -       -  902,427 
 
Gross carrying amount                902,427        -       -  902,427 
Less expected credit losses                         -       -        - 
Net carrying amount                  902,427        -       -  902,427 
 
Financing facilities 
Grade 8 -10 Impaired                       -        -  97,592   97,592 
 
Past due but not impaired 
Grade 1-6 Low-Fair Risk               16,618   19,313       -   35,931 
Grade 7 Watch list                        19    7,536       -    7,555 
Past due comprises : 
Up to 30 days                         15,311   26,491       -   41,802 
30-60 days                               281        -       -      281 
60-90 days                             1,045      358       -    1,403 
 
Neither past due nor impaired 
Grade 1-6 Low-Fair Risk              686,667   66,544       -  753,211 
Grade 7 Watch list                     5,305   64,538       -   69,843 
 
Gross carrying amount                708,609  157,931  97,592  964,132 
Less expected credit losses           19,246    4,645  33,467   57,358 
Net carrying amount                  689,363  153,286  64,125  906,774 
 
Assets acquired for leasing 
Grade 8-10 impaired                        -        -  33,984   33,984 
 
Past due but not impaired 
Grade 1-6 Low-Fair Risk               16,249        -       -   16,249 
Grade 7 Watch list                       732      745       -    1,477 
Past due comprises : 
Up to 30 days                          8,222        -       -    8,222 
30-60 days                             1,902       64       -    1,966 
60-90 days                             6,857      681       -    7,538 
 
Neither past due nor impaired 
Grade 1-6 Low-Fair Risk              273,124   65,268       -  338,392 
Grade 7 Watch list                       650   27,565       -   28,215 
 
   35   FINANCIAL RISK MANAGEMENT (continued) 
         a)   Credit risk (continued) 
 
 31 December 2021                 Stage     Stage    Stage     Total 
                                    1         2        3 
Gross carrying amount             290,755   93,578   33,984    418,317 
Less expected credit losses           643    2,464   10,984     14,091 
Net carrying amount               290,112   91,114   23,000    404,226 
 
 Investment in Sukuk 
 Grade 8 -10 Impaired                   -        -    3,496      3,496 
 Grade 1-6 Low-Fair Risk        2,449,638   67,011        -  2,516,649 
 Gross carrying amount          2,449,638   67,011    3,496  2,520,145 
 Less: expected credit losses       7,183    3,571    3,496     14,250 
 
   Net carrying amount          2,442,455   63,440        -  2,505,895 
 
 Commitments and financial 
  guarantees 
 Grade 8 -10 Impaired                   -        -       16         16 
 Grade 1-6 Low-Fair Risk          138,887   16,501        -    155,388 
 Grade 7 Watch list                     -       24        -         24 
 Gross carrying amount (note 
  35)                             138,887   16,525       16    155,428 
 Less: expected credit losses           -        -        -          - 
 Net carrying amount              138,887   16,525       16    155,428 
 
 Total net carrying amount      3,773,881  171,079   23,016  3,967,976 
 
 

Significant increase in credit risk

When determining whether the risk of default on an exposure subject to credit risk has increased significantly since initial recognition, the Bank considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Bank's historical experience and expert credit assessment and including forward-looking information.

In determining whether credit risk has increased significantly since initial recognition, the following criteria are considered:

   --      Downgrade in risk rating according to the approved ECL policy; 
   --      Facilities restructured during previous twelve months; 
   --      Qualitative indicators; and 

-- Facilities overdue by 30 days as at the reporting date subject to rebuttal in deserving circumstances.

Credit risk grades

The Group allocates each exposure to credit risk grade based on a variety of data that is determined to be predictive of the risk of default and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of risk of default. These factors vary depending on the nature of the exposure and the type of borrower.

Credit risk grades are defined and calibrated such that the risk of default occurring increases exponentially as the credit risk deteriorates so, for example, the difference in risk of default between credit risk grades 1 and 2 is smaller than the difference between credit risk grades 2 and 3.

Each exposure is allocated to a credit risk grade at initial recognition based on available information about the borrower. Exposures are subject to ongoing monitoring, which may result in an exposure being moved to a different credit risk grade. Exposers are rated 1 to 10 with 1 to being good and 7 being watch list and 8, 9 and 10 default grades. The monitoring typically involves use of the following data.

   35   FINANCIAL RISK MANAGEMENT (continued) 

Corporate exposures

-- Information obtained during periodic review of customer files- e.g. audited financial statements, management accounts, budgets and projections. Examples of areas of particular focus are: gross profit margins, financial leverage ratios, debt service coverage, compliance with covenants, quality of management, senior management changes

   --     Data from credit reference agencies. press articles, changes in external credit ratings 
   --     Quoted bond and credit default swap (CDS) prices for the borrower where available 

-- Actual and expected significant changes in the political, regulatory and technological environment of the borrower or in its business activities

Retail exposures

   --     Internally collected data on customer behaviour -e.g. utilisation of credit card facilities 
   --     Affordability metrics 
   --     External data from credit reference agencies including industry-standard credit scores 

All exposures

-- Payment record this includes overdue status as well as a range of variables about payment ratios

   --     Utilisation of the granted limit 
   --     Requests for and granting of forbearance 
   --     Existing and forecast changes in business, financial and economic conditions 

Generating the term structure of PD

Credit risk grades are a primary input into the determination of the term structure of PD for exposures. The Group collects performance and default information about its credit risk exposures analyzed by jurisdiction or region and by type of product and borrower as well as by credit risk grading.

The Group employs statistical models to analyze the data collected and generate estimates of the remaining lifetime PD of exposures and how these are expected to change as a result of the passage of time.

This analysis includes the identification and calibration of relationships between changes in default rates and changes in key macro-economic factors as well as in-depth analysis of the impact of certain other factors (e.g. forbearance experience) on the risk of default. For most exposures, key macro-economic indicators include: GDP growth, benchmark profit rates and oil price. For exposures to specific industries and/or regions. The analysis may extend to relevant commodity and/or real estate prices.

Based on advice from the Group Market Risk Committee and economic experts and consideration of a variety of external actual and forecast information, the Group formulates a 'base case' view of the future direction of relevant economic variables as well as a representative range of other possible forecast scenarios (see discussion below on incorporation of forward-looking information). The Group then uses these forecasts to adjust its estimates of PDs.

   35   FINANCIAL RISK MANAGEMENT (continued) 

Determining whether credit risk has increased significantly.

The criteria for determining whether credit risk has increased significantly vary by portfolio and include quantitative changes in PDs and qualitative factors, including a backstop based on delinquency. Using its expert credit judgement and, where possible, relevant historical experience, the Group may determine that an exposure has undergone a significant increase in credit risk based on particular qualitative indicators that it considers are indicative of such and whose effect may not otherwise be fully reflected in its quantitative analysis on a timely basis.

Qualitative indicators, including different criteria used for different portfolios credit cards, commercial real estate etc.

As a backstop, the Group considers that a significant increase in credit risk occurs no later than when an asset is more than 30 days past due. Days past due are determined by counting the number of days since the earliest elapsed due date in respect of which full payment has not been received. Due dates are determined without considering any grace period that might be available to the borrower. For the purpose of calculating ECL for the year ended 31 December 2021, the Bank has applied the backstop of 74 days as against 30 days, in line with the CBB concessionary measures .

The Group monitors the effectiveness of the criteria used to identify significant increases in credit risk by regular reviews to confirm that:

-- the criteria are capable of identifying significant increases in credit risk before an exposure is in default;

-- the criteria do not align with the point in time when an asset becomes 30 days past due; and

   --      there is no unwarranted volatility in loss allowance from transfers between 12-month PD (stage 1) and lifetime PD (stage 2). 

Definition of default

The Group considers an exposure subject to credit risk to be in default when:

-- the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held);

   --      the borrower is more than 90 days past due on any material obligation to the Group; or 

-- It is becoming probable that the borrower will restructure the asset as a result of bankruptcy due to the borrower's inability to pay its credit obligation .

In assessing whether the borrower is in default, the Group considers qualitative and quantitative indicators. The definition of default aligns with that applied by the Group for regulatory capital purposes.

Incorporation of forward-looking information

The Group incorporates forward-looking information into both its assessment of whether the credit risk of an instrument has increased significantly since its initial recognition and its measurement of ECL. Based on advice from the Group Market Risk Committee and economic experts and consideration of a variety of external actual and forecast information. The Group formulates a 'base case' view of the future direction of relevant economic variables as well as a representative range of other possible forecast scenarios. This process involves developing two or more additional economic scenarios and considering the relative probabilities of each outcome.

   35   FINANCIAL RISK MANAGEMENT (continued) 

External information includes economic data and forecasts published by governmental bodies and monetary authorities in the countries where the Group operates, supranational organisations such as the OECD and the International Monetary Fund, and selected private-sector and academic forecasters.

The base case represents a most-likely outcome and is aligned with information used by the Group for other purposes such as strategic planning and budgeting. The other scenarios represent more optimistic and more pessimistic outcomes. Periodically, the Group carries out stress testing of more extreme shocks to calibrate its determination of these other representative scenarios.

The Group has identified and documented key drivers of credit risk and credit losses for each portfolio of financial instruments and, using an analysis of historical data, has estimated relationships between macro-economic variables and credit risk and credit losses. The economic scenarios used as at 31 December 2022 included the key indicators for the selected countries such as the unemployment rates, profit rates and the GDP growth .

Modified exposures subject to credit risk

The contractual terms of an exposure subject to credit risk may be modified for a number of reasons, including changing market conditions, customer retention and other factors not related to a current or potential credit deterioration of the customer.

When the terms of a financial asset are modified and the modification does not result in de-recognition, the determination of whether the asset's credit risk has increased significantly reflects comparison of:

   --      Its remaining lifetime PD at the reporting date based on the modified terms; with 

-- The remaining lifetime PD estimated based on data at initial recognition and the original contractual terms.

The Group renegotiates financing to customers in financial difficulties (referred to as 'forbearance activities') to maximise collection opportunities and minimise the risk of default. Under the Group's forbearance policy, forbearance of financing assets is granted on a selective basis if the debtor is currently in default on its debt or if there is a high risk of default, there is evidence that the debtor made all reasonable efforts to pay under the original contractual terms and the debtor is expected to be able to meet the revised terms.

The revised terms usually include extending the maturity, changing the timing of profit payments and amending the terms of loan covenants. Both retail and corporate loans are subject to the forbearance policy.

Generally, forbearance is a qualitative indicator of a significant increase in credit risk and an expectation of forbearance may constitute evidence that an exposure is credit-impaired / in default (refer note 4). A customer needs to demonstrate consistently good payment behaviour over a period of time (12 months) before the exposure is no longer considered to be credit-impaired/ in default or the PD is considered to have decreased such that the loss allowance reverts to being measured at an amount equal to 12-month ECL.

   35   FINANCIAL RISK MANAGEMENT (continued) 

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective profit rate of the exposure subject to credit risk.

The key inputs into the measurement of ECL are the term structure of the following variables :

   --      probability of default (PD); 
   --      loss given default (LGD); and 
   --      exposure at default (EAD). 

These parameters are generally derived from internally developed statistical models and other historical data. They are adjusted to reflect forward-looking information as described above.

PD estimates are estimates at a certain date, which are calculated based on statistical rating models, and assessed using rating tools tailored to the various categories of counterparties and exposures. These statistical models are based on internally compiled data comprising both quantitative and qualitative factors . Where it is available, market data may also be used to derive the PD for large corporate counterparties. If a counterparty or exposure migrates between rating classes, then this will lead to a change in the estimate of the associated PD.

LGD is the magnitude of the likely loss if there is a default. The Group estimates LGD parameters based on the history of recovery rates of claims against defaulted counterparties. The LGD models consider the structure, collateral, seniority of the claim, counterparty industry and recovery costs of any collateral that is integral to the financial asset. For financing assets secured by retail property, LTV ratios are a key parameter in determining LGD . They are calculated on a discounted cash flow basis using the effective profit rate as the discounting factor.

EAD represents the expected exposure in the event of a default. The Group derives the EAD from the current exposure to the counterparty and potential changes to the current amount allowed under the contract including amortisation. The EAD of a financial asset is its gross carrying amount. For lending commitments and financial guarantees, the EAD includes the amount drawn , as well as potential future amounts that may be drawn under the contract, which are estimated based on historical observations.

The following tables show reconciliations from the opening to the closing balance of the loss allowance: 12-month ECL, lifetime ECL and credit-impaired.

   35   FINANCIAL RISK MANAGEMENT (continued) 
 
2022                          12month         Lifetime       Lifetime    Total 2021 
                            ECL (Stage1)       ECL not       ECL Credit 
                                           credit impaired    impaired 
                                              (Stage2)        (Stage3) 
 
 
Balance at 1 January              27,656            10,632       63,297     101,585 
 
Transfer to 12-month 
 ECL                               3,128           (2,056)      (1,072)           - 
Transfer to lifetime 
 ECL non-credit-impaired           6,417             1,738      (8,155)           - 
Transfer to lifetime 
 ECL credit-impaired               (149)              (34)          183           - 
Write-off                              -                 -     (14,012)    (14,012) 
Charge for the period            (3,809)            10,505      (3,386)       3,310 
 
Balance at 31 December            33,243            20,785       36,855      90,883 
 

Break down of ECL by category of assets in the consolidated statement of financial position and off-balance sheet commitments:

 
2022                           11 month        Lifetime       Lifetime    Total 2021 
                               ECL (Stage       ECL not       ECL credit 
                                   1)       credit impaired    impaired 
                                               (Stage 2)      (Stage 3) 
 
Balances with banks                    11                 2                       13 
Treasury portfolio                  5,482             8,796        2,684      16,962 
Financing assets                   18,130            11,911       34,332      64,373 
Other financial receivables         9,240                76            -       9,316 
Investment securities                  42                 -            -          42 
Financing commitments 
 and financial guarantees             338                 -        (161)         177 
Balance at 31 December 
 2022                              33,243            20,785       36,855      90,883 
 
 
2021                      12month         Lifetime       Lifetime    Total 2021 
                        ECL (Stage1)       ECL not       ECL Credit 
                                       credit impaired    impaired 
                                          (Stage2)        (Stage3) 
 
Balance 
 at 
 1 
 January                      22,344             6,271       42,200      70,815 
 
Transfer 
 to 
 12-month 
 ECL                           3,512           (1,772)      (1,740)           - 
Transfer 
 to 
 lifetime 
 ECL 
 non-credit-impaired         (3,029)             3,928        (899)           - 
Transfer 
 to 
 lifetime 
 ECL 
 credit-impaired               (435)             (512)          947           - 
 
Write-off                          -                 -      (4,811)     (4,811) 
Charge 
 for 
 the 
 period                        5,264             2,717       27,600      35,581 
Balance 
 at 
 31 
 December                     27,656            10,632       63,297     101,585 
 
   35   FINANCIAL RISK MANAGEMENT (continued) 
 
2021                           12 month        Lifetime       Lifetime    Total 2021 
                               ECL (Stage       ECL not       ECL credit 
                                   1)       credit impaired    impaired 
                                               (Stage 2)      (Stage 3) 
 
Balances with banks                    24                 -            -          24 
Treasury portfolio                  7,232             3,523        3,496      14,251 
Financing assets                   19,886             7,109       44,454      71,449 
Other financial receivables           305                 -       15,329      15,634 
Financing commitments 
 and financial guarantees             209                 -           18         227 
 
Balance at 31 December             27,656            10,632       63,297     101,585 
 

Break down of ECL by category of assets in the consolidated statement of financial position and off-balance sheet commitments:

Renegotiated facilities

During the year, facilities of US$ 6,788 thousand (2021: US$ 50,942 thousand) were renegotiated, out of which US$ 2,440 thousand (2021: US$ 47,936 thousand) are classified as neither past due nor impaired as of 31 December 2022. The renegotiated terms usually require settlement of profits accrued till date on the facility and/or part payment of the principal and/or obtaining of additional collateral coverage. The renegotiated facilities are subject to revised credit assessments and independent review by the RMD. Of the total past due facilities of US$ 387,623 thousand (2021: US$ 108,488 thousand) only instalments of US$ 61,623 thousand (2021: US$ 48,560 thousand) are past due as at 31 December 2022.

Allowances for impairment

The Group makes provisions for impairment on individual assets classified under grades 8,9 and 10. This is done on the basis of the present value of projected future cash flows from the assets themselves and consideration of the value of the collateral securities available. On a collective basis, the Bank has provided for impairment losses based on management's judgment of the extent of losses incurred but not identified based on the current economic and credit conditions.

Non-accrual basis

The Group classifies financing facility/Sukuk as non-accrual status, if the facility/Sukuk is past due greater than 90 days or there is reasonable doubt about the collectability of the receivable amount. The profits on such facilities are not recognized in the income statement until there are repayments from the borrower or the exposure is upgraded to regular status.

Write-off policy

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due. During the year, the Group has written off financing facilities amounting to US$ 14,012 thousand (2021: US$ 12 thousand) which were fully impaired. The Group has recovered US$ 4,796 thousand from a financing facility written off in previous years (2021: US$ 1,918 thousand).

   35   FINANCIAL RISK MANAGEMENT (continued) 

Collaterals

The Group holds collateral against financing assets and receivables from assets acquired for leasing in the form of mortgage/ pledge over property, listed securities, other assets and guarantees. Estimates of fair value are based on the value of collateral assessed at the time of borrowing. Valuation of collateral is updated when the loan is put on a watch list and the loan is monitored more closely. Collateral generally is not held against exposure to other banks and financial institutions. An estimate of the fair value of collateral and other security enhancements held against financial assets is shown below. This includes the value of financial guarantees from banks, but not corporate and personal guarantees as the values thereof are not readily quantifiable. The collateral values considered for disclosure are restricted to the extent of the outstanding exposures.

 
                            31 December 2022                    31 December 2021 
                                 Assets 
                                acquired                              Assets 
                               for leasing                           acquired 
                               (including                           for leasing 
                                  lease                             (including 
                   Financing     rentals               Financing   lease rentals 
                     assets    receivable)    Total      assets     receivable)    Total 
 
Against impaired 
Property              47,292        50,594     97,886     47,584          34,241    81,825 
Other                  5,987                    5,987      3,249               -     3,249 
 
Against past 
 due but not 
 impaired 
Property              81,939        37,589    119,528     65,342          65,605   130,947 
Other                  1,053                    1,053      1,756               -     1,756 
 
Against neither 
 past due nor 
 impaired 
Property           1,038,080       804,483  1,842,563    393,867         304,204   698,071 
Other                117,048                  117,048     48,475               -    48,475 
 
Total              1,291,399       892,666  2,184,065    560,273         404,050   964,323 
 

The average collateral coverage ratio on secured facilities is 149.71% as at 31 December 2022

(31 December 2021: 148.99%).

Concentration risk

The geographical and industry wise distribution of assets and liabilities are set out in

notes 31 (a) and (b).

Concentration risk arises when a number of counterparties are engaged in similar economic activities or activities in the same geographic region or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. The Group seeks to manage its concentration risk by establishing and constantly monitoring geographic and industry wise concentration limits.

35 FINANCIAL RISK MANAGEMENT (continued)

An analysis of concentrations of credit risk of financing assets of the Group's business at the reporting date is shown below:

 
Concentration                  31 December 2022                    31 December 2021 
 by 
Sector                Financing     Assets       Total    Financing     Assets       Total 
                        assets     acquired                 assets     acquired 
                                  for leasing                         for leasing 
Banking and finance       9,247                    9,247     12,156             -     12,156 
Real estate             292,944       415,849    708,793    235,845       340,058    575,903 
Construction            138,886             -    138,886    143,714             -    143,714 
Trading                 133,706             -    133,706    136,464             -    136,464 
Manufacturing           144,143             -    144,143     35,923             -     35,923 
Others                  229,158        71,305    300,463    342,672        64,170    406,842 
Total carrying 
 amount                 948,084       487,154  1,435,238    906,774       404,228  1,311,002 
 

b) Liquidity risk

Liquidity risk is defined as the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Management of liquidity risk

The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The CBB has announced various measures to combat the effects of COVID-19 and to ease liquidity in the banking sector including, concessionary repos at zero percent, reduction of cash reserve ratio from 5% to 3%; and reduction in LCR and NSFR ratio from 100% to 80%.

Treasury receives information from other business units regarding the liquidity profile of their financial assets and liabilities and details of other projected cash flows arising from projected future business. Treasury then aims to maintain a portfolio of short-term liquid assets, largely made up of short-term placements with financial and other institutions and other inter-bank facilities, to ensure that sufficient liquidity is maintained within the Group as a whole.

35 FINANCIAL RISK MANAGEMENT (continued)

The liquidity requirements of business units are met through treasury to cover any short-term fluctuations and longer-term funding to address any structural liquidity requirements.

The daily liquidity position is monitored, and regular liquidity stress testing is conducted under a variety of scenarios covering both normal and more severe market conditions. All liquidity policies and procedures are subject to review and approval by the Board of Directors. Daily reports cover the liquidity position of the Bank and is circulated to Management Committee (MANCOM). Moreover, quarterly reports are submitted to the Board of Directors on the liquidity position by RMD.

The table below shows the undiscounted cash flows on the Group's financial liabilities, including issued financial guarantee contracts, and unrecognised financing commitments on the basis of their earliest possible contractual maturity. For issued financial guarantee contracts, the maximum amount of the guarantee is allocated to the earliest period in which the guarantee could be called. The Group's expected cash flows on these instruments vary significantly from this analysis. Refer note 31 for the expected maturity profile of assets and liabilities.

35 FINANCIAL RISK MANAGEMENT (continued)

 
                                               Gross undiscounted cash flows 
                                                    6 months 
  31 December 2022              Up to      3 to        to 1      1 to       Over               Carrying 
                               3 months   6 months     year     3 years    3 years    Total      amount 
Financial liabilities 
Clients' funds                   87,488          -     35,812          -         -    123,300    123,300 
Placements from 
 financial institutions       2,361,964    516,253    639,419    210,554    62,680  3,790,870  3,790,870 
Placements from 
 non-financial institutions 
 and individuals                159,739    121,865    251,034    423,025   108,595  1,064,258  1,064,258 
Current accounts                  5,497     16,623          -     54,557    54,557    131,234    131,234 
Term financing                  519,046    192,074    276,200    649,172   305,706  1,942,198  1,942,198 
Payables and accruals           227,764    116,763     36,390     42,446         -    423,363    423,363 
 
Total liabilities             3,361,498    963,578  1,238,855  1,379,754   531,538  7,475,223  7,475,223 
 
Equity of investment 
 account holders                843,389     35,406     86,546    288,470   703,664  1,957,475  1,213,674 
Commitment and 
 contingencies                   56,679      4,098     48,923     95,664       234    205,598    205,484 
 

To manage the liquidity risk arising from financial liabilities, the Group aims to hold liquid assets comprising cash and cash equivalents, investment in managed funds and treasury shares for which there is an active and liquid market. These assets can be readily sold to meet liquidity requirements. Further, the Group is focussed on developing a pipeline of steady revenues and has undertaken cost reduction exercises that would improve its operating cash flows.

 
                                           Gross undiscounted cash flows 
                                                 6 months 
  31 December 2021           Up to      3 to        to 1      1 to      Over               Carrying 
                            3 months   6 months     year     3 years   3 years    Total      amount 
Financial liabilities 
Clients' funds               152,925          -     63,837         -         -    216,762    216,762 
Placements from 
 financial institutions    1,158,602    591,674    415,501    18,814    93,889  2,278,480  2,278,480 
Placements non-financial 
 institutions and 
 individuals                 208,648    143,993    237,520   171,883    11,568    773,612    773,612 
Current accounts              35,801     13,666     14,841    16,958    51,780    133,046    133,046 
Term financing               578,012    185,494    512,475    84,031   390,655  1,750,667  1,750,667 
Payables and accruals         96,562     22,225    229,286    56,581         -    404,654    404,654 
 
Total liabilities          2,230,550    957,052  1,473,460   348,267   547,892  5,557,221  5,557,221 
 
Equity of investment 
 account holders             981,081    269,297    377,042   235,597   239,127  2,102,144  1,358,344 
Commitment and 
 contingencies                   228      3,308     17,268   118,611    16,128    155,543    155,428 
 

35 FINANCIAL RISK MANAGEMENT (continued)

Measures of liquidity

Liquidity is managed at an entity level and is not a Group wide measure. The Bank follows certain internal measures of liquidity. These metrics are intended to better reflect the liquidity position from a cash flow perspective and provide a target for the Group. These are liquidity coverage ratio, net stable funding ratio and stock of liquid assets.

For this purpose, the liquidity coverage ratio is based on an internally defined management criteria which identifies the amount of liquid assets (including inter- bank placements) the Bank holds that can be used to offset the net cash outflows for 30, 60 and 90 days time horizon. The net stable funding ratio measures the amount of long-term, stable sources of funding employed by an institution relative to the liquidity profiles of the assets funded and the potential for contingent calls on funding liquidity arising from off-balance sheet commitments and obligations.

Details of the ratio of liquid assets to total assets at the reporting date and during the year were as follows:

 
                        Liquid asset / Total 
                                asset 
                          2022        2021 
At 31 December             51.93%      47.16% 
Average for the year       48.04%      43.14% 
Maximum for the year       51.93%      47.16% 
Minimum for the year       45.65%      40.14% 
 

LCR has been developed to promote short-term resilience of a bank's liquidity risk profile. The LCR requirements aim to ensure that a bank has an adequate stock of unencumbered high quality liquidity assets (HQLA) that consists of assets that can be converted into cash immediately to meet its liquidity needs for a 30 calendar day stressed liquidity period. The stock of unencumbered HQLA should enable the Bank to survive until day 30 of the stress scenario, by which time appropriate corrective actions would have been taken by management to find the necessary solutions to the liquidity crisis.

LCR is computed as a ratio of Stock of HQLA over the Net cash outflows over the next 30 calendar days. Until 31 December 2021, the Bank is required to maintain LCR greater than 80%. As of 31 December 2022, the Bank had LCR ratio of 134%

 
                               Average balance 
                          31 December  31 December 
                              2022         2021 
 
Stock of HQLA                 272,429      292,998 
Net cashflows                 213,055      148,599 
LCR %                            134%         221% 
 
Minimum required by CBB          100%          80% 
 

35 FINANCIAL RISK MANAGEMENT (continued)

NSFR is to promote the resilience of banks' liquidity risk profiles and to incentivise a more resilient banking sector over a longer time horizon. The NSFR will require banks to maintain a stable funding profile in relation to the composition of their assets and off-balance sheet activities. A sustainable funding structure is intended to reduce the likelihood that disruptions to a bank's regular sources of funding will erode its liquidity position in a way that would increase the risk of its failure and potentially lead to broader systemic stress. The NSFR limits overreliance on short-term wholesale funding, encourages better assessment of funding risk across all on-balance sheet and off-balance sheet items, and promotes funding stability.

NSFR as a percentage is calculated as "Available stable funding" divided by "Required stable funding". Until 31 December 2021, the Bank is required to maintain NSFR ratio greater than 80%. As of 31 December 2022, the Bank had NSFR ratio of 111%.

 
No.           Item            No Specified  Less than  More than    Over       Total 
                                Maturity     6 months   6 months   one year   weighted 
                                                        and less               value 
                                                        than one 
                                                          year 
Available Stable Funding (ASF): 
1    Capital: 
2    Regulatory Capital          1,004,974          -          -     53,171  1,058,145 
     Other Capital 
3     Instruments                        -          -          -          -          - 
     Retail deposits 
      and deposits 
      from small business 
4     customers: 
5    Stable deposits                     -    158,056     15,076     26,054    190,530 
6    Less stable deposits                -  1,684,867    423,803    328,355  2,226,158 
7    Wholesale funding: 
8    Operational deposits                -          -          -          -          - 
     Other Wholesale 
9     funding                            -  3,548,055    931,464  1,303,542  2,656,368 
10   Other liabilities: 
     NSFR Shari'a-compliant 
      hedging contract 
11    liabilities                                   -          -          - 
     All other liabilities 
      not included 
      in the above 
12    categories                         -    311,371          -     43,201     43,201 
13   Total ASF 
Required Stable Funding (RSF): 
     Total NSFR high-quality 
      liquid assets 
 14   (HQLA)                     1,761,766                                      87,048 
     Depsoits held 
      at other financial 
      institutions 
      for opetational 
 15   purposes 
     Performing financing 
 16   and sukuk/ securities:                1,576,916               790,425    908,398 
     Performing financial 
      to financial 
      institutions 
 17   by level 1 HQLA                    -          -          -          -          - 
     Performing financing 
      to financial 
      institutions 
      secured by non-level 
      1 HQLA and unsecured 
      performing financing 
      to financial 
 18   institutions                       -          -     94,704  1,050,345    940,145 
36 FINANCIAL RISK MANAGEMENT (continued) 
No.           Item            No Specified  Less than  More than    Over       Total 
                                Maturity     6 months   6 months   one year   weighted 
                                                        and less               value 
                                                        than one 
                                                          year 
     Performing financing 
      to non- financial 
      corporate clients, 
      financing to 
      retail and small 
      business customers, 
      and financing 
      to sovereigns, 
      central banks 
      and PSEs, of 
 19   which:                             -    294,926    102,548    279,352    380,316 
     With a risk weight 
      of less than 
      or equal to 35% 
      as per the CBB 
      Capital Adequacy 
 20   Ratio guidelines                   -          -          -          -          - 
     Performing residential 
      mortgages, of 
 21   which:                             -          -          -          -          - 
     With a risk weight 
      of less than 
      or equal to 35% 
      under the CBB 
      Capital Adequacy 
 22   Ratio Guidelines                   -          -          -          -          - 
     Securities/sukuk 
      that are not 
      in default and 
      do not qualify 
      as HQLA, including 
      exchange-traded 
 23   equities                           -    945,435    388,631    426,531  1,093,564 
 24  Other assets:                       -          -          -          -          - 
     Physical traded 
      commodities, 
 25   including gold                     -                                           - 
     Assets posted 
      as initial margin 
      for Shari'a-compliant 
      hedging contracts 
      contracts and 
      contributions 
      to default funds 
 26   of CCPs                                       -          -          -          - 
     NSFR Shari'a-compliant 
 27   hedging assets                                -          -          -          - 
     NSFR Shari'a-compliant 
      hedging contract 
      liabilities before 
      deduction of 
      variation 
 28   margin posted                                 -          -          -          - 
     All other assets 
      not included 
      in the above 
 29   categories                 2,090,285          -          -          -  2,090,285 
 30  OBS items                                      -          -          -     43,344 
 31  Total RSF                              2,817,278    585,882  2,546,653  5,543,102 
 32  NSFR(%)                                                                      111% 
 

35 FINANCIAL RISK MANAGEMENT (continued)

As at 31 December 2021

 
No.           Item            No Specified  Less than  More than  Over one  Total weighted 
                                Maturity     6 months   6 months    year         value 
                                                        and less 
                                                        than one 
                                                          year 
Available Stable Funding (ASF): 
1    Capital: 
2    Regulatory Capital          1,070,314          -          -    49,953       1,120,267 
     Other Capital 
3     Instruments                        -          -          -         -               - 
     Retail deposits 
      and deposits 
      from small business 
4     customers: 
5    Stable deposits                          182,112     25,962     2,749         200,420 
6    Less stable deposits                -  1,314,514    430,372    90,957       1,661,355 
7    Wholesale funding: 
8    Operational deposits 
     Other Wholesale 
9     funding                            -  2,860,814    861,346   773,058       1,896,078 
10   Other liabilities: 
     NSFR Shari'a-compliant 
      hedging contract 
11    liabilities                                   -          -         - 
     All other liabilities 
      not included 
      in the above 
12    categories                         -    136,864     18,759    71,437          71,437 
13   Total ASF                                                                   4,949,558 
Required Stable Funding (RSF): 
     Total NSFR high-quality 
      liquid assets 
 14   (HQLA)                     1,493,881          -          -         -          73,941 
     Depsoits held 
      at other financial 
      institutions 
      for opetational 
 15   purposes 
     Performing financing 
 16   and sukuk/ securities:             -    636,283          -   720,739         708,071 
     Performing financial 
      to financial 
      institutions 
 17   by level 1 HQLA                    -          -          -         -               - 
     Performing financing 
      to financial 
      institutions 
      secured by non-level 
      1 HQLA and unsecured 
      performing financing 
      to financial 
 18   institutions                       -      5,000          -   174,023         150,419 
 

35 FINANCIAL RISK MANAGEMENT (continued)

 
No.           Item           No Specified  Less than  More than  Over one   Total weighted 
                               Maturity     6 months   6 months     year         value 
                                                       and less 
                                                       than one 
                                                         year 
     Performing financing 
      to non- financial 
      corporate clients, 
      financing to 
      retail and small 
      business customers, 
      and financing 
      to sovereigns, 
      central banks 
      and PSEs, of 
 19   which:                            -    320,720     91,696    205,595         339,845 
     With a risk weight 
      of less than 
      or equal to 35% 
      as per the CBB 
      Capital Adequacy 
 20   Ratio guidelines       -             -          -          -          - 
     Performing residential 
      mortgages, of 
 21   which:                            -          -          -          -               - 
     With a risk weight 
      of less than 
      or equal to 35% 
      under the CBB 
      Capital Adequacy 
 22   Ratio Guidelines                  -          -          -          -               - 
     Securities/sukuk 
      that are not 
      in default and 
      do not qualify 
      as HQLA, including 
      exchange-traded 
 23   equities                          -    615,521    634,536    291,421         916,449 
 24  Other assets: 
     Physical traded 
      commodities, 
 25   including gold                    -                                                - 
     Assets posted 
      as initial margin 
      for Shari'a-compliant 
      hedging contracts 
      contracts and 
      contributions 
      to default funds 
 26   of CCPs                                      -          -          -               - 
     NSFR Shari'a-compliant 
 27   hedging assets                               -          -          -               - 
     NSFR Shari'a-compliant 
      hedging contract 
      liabilities before 
      deduction of 
      variation 
 28   margin posted                                -          -          -               - 
     All other assets 
      not included 
      in the above 
 29   categories                2,672,214          -          -          -       2,672,214 
 30  OBS items                                     -          -          -          27,946 
 31  Total RSF                             1,577,524    726,232  1,391,778       4,888,886 
 32  NSFR(%)                                                                          101% 
 

35 FINANCIAL RISK MANAGEMENT (continued)

   c)   Market risks 

Market risk is the risk that changes in market prices, such as profit rate, equity prices, foreign exchange rates and credit spreads (not relating to changes in the obligor's / issuer's credit standing) will affect the Group's income, future cash flows or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

Management of market risks

As a matter of general policy, the Group shall not assume trading positions on its assets and liabilities, and hence the entire balance sheet is a non-trading portfolio. All foreign exchange risk within the Group is transferred to Treasury. The Group seeks to manage currency risk by continually monitoring exchange rates. Profit rate risk is managed principally through monitoring profit rate gaps and by having pre-approved limits for repricing bands. Overall authority for market risk is vested in the Board Audit and Risk Committee ('BARC'). RMD is responsible for the development of detailed risk management policies (subject to review and approval of the BARC).

Exposure to profit rate risk

The principal risk to which non-trading portfolios are exposed is the risk of loss from fluctuations in the future cash flows or fair values of financial instrument because of a change in market profit rates. Majority of the Group's profit based asset and liabilities are short term in nature, except for certain long term liabilities which have been utilised to fund the Group's strategic investments in its associates.

35 FINANCIAL RISK MANAGEMENT (continued)

A summary of the Group's profit rate gap position on non-trading portfolios is as follows:

 
                                    Up to       3 to    6 months       1 to       Over 
  31 December 2022               3 months   6 months   to 1 year    3 years    3 years        Total 
Assets 
Treasury portfolio              1,291,520    249,557     447,769    417,228  1,803,946    4,210,020 
Financing assets                  156,765     56,091     164,272    291,676    766,434    1,435,238 
 
  Total assets                  1,448,285    305,648     612,041    708,904  2,570,380    5,645,258 
Liabilities 
Client's fund                      87,488          -      35,812          -          -      123,300 
Placements from 
 financial institutions         2,361,964    516,253     639,419    210,554     62,680    3,790,870 
Placements from 
 non-financial institutions 
 and individuals                  159,739    121,865     251,034    423,025    108,595    1,064,258 
Term financing                    519,046    192,074     276,200    649,172    305,706    1,942,198 
 
Total liabilities               3,128,237    830,192   1,202,465  1,282,751    476,981    6,920,626 
 
Equity of investment 
 account holders                   99,588     35,406      86,546    288,470    703,664    1,213,674 
 
Profit rate sensitivity 
 gap                          (1,779,540)  (559,950)   (676,970)  (862,317)  1,389,735  (2,489,042) 
 
 
                               Up to       3 to 6     6 months   1 to 3     Over 3 
  31 December 2021          3 months       months    to 1 year    years      years        Total 
Assets 
Treasury portfolio         1,067,800       91,561       31,243  454,734  1,485,908    3,131,246 
Financing assets             308,832       64,197       95,926  418,316    423,731    1,311,002 
 
  Total assets             1,376,632      155,758      127,169  873,050  1,909,639    4,442,248 
Liabilities 
Client's fund                152,925            -       63,837        -          -      216,762 
Placements from 
 financial institutions    1,158,602      591,674      415,501   18,814     93,889    2,278,480 
Placements non-financial 
 institutions and 
 individuals                 208,648      143,993      237,520  171,883     11,568      773,612 
Term financing               578,012      185,494      512,475   84,031    390,655    1,750,667 
 
Total liabilities          2,098,187      921,161    1,229,333  274,728    496,112    5,019,521 
 
Equity of investment 
 account holders             237,281      269,297      377,042  235,597    239,127    1,358,344 
 
Profit rate sensitivity 
 gap                       (958,836)  (1,034,700)  (1,479,206)  362,725  1,174,400  (1,935,617) 
 

The management of profit rate risk against profit rate gap limits is supplemented by monitoring the sensitivity of the Group's financial assets and liabilities to various standard and non-standard profit rate scenarios. Standard scenarios that are considered include a 100 basis point (bp) parallel fall or rise in all yield curves worldwide. An analysis of the Group's sensitivity to an increase or decrease in market profit rates (assuming no asymmetrical movement in yield curves and a constant statement of financial position) is as follows:

35 FINANCIAL RISK MANAGEMENT (continued)

 
100 bps parallel increase / (decrease)      2022        2021 
 
At 31 December                           +/- 24,890  +/- 19,769 
Average for the year                     +/- 20,580  +/- 18,108 
Maximum for the year                     +/- 24,890  +/- 19,879 
Minimum for the year                     +/- 16,532  +/- 16,082 
 

Overall, profit rate risk positions are managed by Treasury, which uses placements from / with financial institutions to manage the overall position arising from the Group's activities.

The effective average profit rates on the financial assets, liabilities and unrestricted investment accounts are as follows:

 
                                          2022   2021 
 
Placements with financial institutions    3.46%  3.18% 
Financing assets                          6.89%  6.09% 
Debt type investments Sukuk               6.18%  6.38% 
Placements from financial institutions, 
 other entities and individuals           4.53%  4.76% 
Term financing                            2.49%  2.55% 
Equity of investment account holders      3.75%  2.56% 
 

Exposure to foreign exchange risk

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Groups major exposure is in GCC currencies, which are primarily pegged to the US Dollar. The Group had the following significant net exposures denominated in foreign currency as of 31 December from its financial instruments:

 
                              2022         2021 
                            US$ '000     US$ '000 
                           Equivalent   Equivalent 
 
Sterling Pounds                  5,720        1,895 
Euro                             9,569      (2,619) 
Australian Dollars              11,963       13,528 
Kuwaiti Dinar                    7,922       39,793 
 
Other GCC Currencies (*)   (3,510,244)  (1,376,341) 
 

(*) These currencies are pegged to the US Dollar.

The management of foreign exchange risk against net exposure limits is supplemented by monitoring the sensitivity of the Group's financial assets and liabilities to various foreign exchange scenarios. Standard scenarios that are considered include a 5% plus / minus increase in exchange rates, other than GCC pegged currencies. An analysis of the Group's sensitivity to an increase or decrease in foreign exchange rates (assuming all other variables, primarily profit rates, remain constant) is as follows:

   35   FINANCIAL RISK MANAGEMENT (continued) 
 
                                               2022        2021 
                                             US$ '000    US$ '000 
                                            Equivalent  Equivalent 
 
Sterling Pounds                                +/- 286      +/- 95 
Euros                                          +/- 478     +/- 131 
Australian dollar                               +/-598     +/- 676 
Kuwaiti dinar                                   +/-396   +/- 1,990 
 
Structural positions of foreign operation 
Moroccan Dirham                                      -   +/- 7,891 
Tunisian Dinar                                       -  +/- 15,238 
Indian rupee                                         -  +/- 13,635 
 

Exposure to other market risks

Equity price risk on quoted investments is subject to regular monitoring by the Group. The price risk on managed funds is monitored using specified limits (stop loss limit, stop loss trigger and overall stop loss limit cap) set within the portfolio management contract for fund managers. The Group's equity type instruments carried at cost are exposed to risk of changes in equity values.

The significant estimates and judgements in relation to impairment assessment of fair value through equity investments carried at cost are included in note 5b(ii). The Group manages exposure to other price risks by actively monitoring the performance of the equity securities.

   d)   Operational risk 

Operational risk is the risk of loss arising from systems and control failures, fraud and human errors, which can result in financial and reputation loss, and legal and regulatory consequences. The Group manages operational risk through appropriate controls, instituting segregation of duties and internal checks and balances, including internal audit and compliance. The Risk Management Department facilitates the management of Operational Risk by way of assisting in the identification of, monitoring and managing of operational risk in the Group.

In response to COVID-19 outbreak, there were various changes in the working model, interaction with customers, digital modes of payment and settlement, customer acquisition and executing contracts and carrying out transactions with and on behalf of the customers. The management of the Group has enhanced its monitoring to identify risk events arising out of the current situation and the changes in the way business is conducted. The operational risk department has carried out a review of the existing control environment and has considered whether to update the risk registers by identifying potential loss events based on their review of the business processes in the current environment.

During 2022, the Group did not have any significant issues relating to operational risks.

   36         CAPITAL MANAGEMENT 

The Group's regulator Central Bank of Bahrain (CBB) sets and monitors capital requirements for the Group as a whole. In implementing current capital requirements CBB requires the Group to maintain a prescribed ratio of total capital to total risk-weighted assets. The total regulatory capital base is net of prudential deductions for large exposures based on specific limits agreed with the regulator. Banking operations are categorised as either trading book or banking book, and risk-weighted assets are determined according to specified requirements that seek to reflect the varying levels of risk attached to assets and off-balance sheet exposures. The Group does not have a trading book.

The Group aims to maintain strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business.

The CBB sets and monitors capital requirements for the Bank as a whole. In implementing current capital requirements CBB requires the Bank to maintain a prescribed ratio of total capital to total risk-weighted assets. Capital adequacy regulations of CBB is based on the principles of Basel III and the IFSB guidelines.

The Bank's regulatory capital is analysed into two tiers:

Tier 1 capital: includes CET1 and AT1.

CET1 comprise of ordinary share capital that meet the classification as common shares for regulatory purposes, disclosed reserves including share premium, general reserves, legal / statutory reserve, common shares issued by consolidated banking subsidiaries of the Bank and held by third parties, retained earnings after regulatory adjustments relating to goodwill and items that are included in equity which are treated differently for capital adequacy purposes.

AT1 comprise of instruments that meet the criteria for inclusion in AT1, instruments issued by consolidated banking subsidiaries of the Bank held by third parties which meet the criteria of AT1, and regulatory adjustments applied in calculation of AT1.

Tier 2 capital

This includes instruments issued by the Bank that meet the criteria for inclusion in Tier 2 capital, stock surplus resulting from issue of Tier 2 capital, instruments issued by consolidated banking subsidiaries of the Bank held by third parties that meet the criteria for inclusion in Tier 2, general provisions held against unidentified losses on financing and qualify for inclusion within Tier 2, asset revaluation reserve from revaluation of fixed assets and instruments purposes and regulatory adjustments applied in the calculation of Tier 2 capital

The regulatory adjustments are subject to limits prescribed by the CBB requirements, these deductions would be effective in a phased manner through transitional arrangements from 2015 to 2018. The regulations prescribe higher risk weights for certain exposures that exceeds materiality thresholds. These regulatory adjustments required for certain items such as goodwill on mortgage service right, deferred tax assets, cash flow hedge reserve, gain on sale of related securitization transactions, defined benefit pension fund assets and liabilities, investment in own shares and reciprocal cross holdings in the capital of Banking and financial entities, investment in the capital of Banking and financial entities that are outside the scope of regulatory consolidation and where the Bank does not own more than 10% of issued common shares capital of the entity and significant investments in the capital of banking and financial entities that are outside the scope of regulatory consolidation.

Banking operations are categorised as either trading book or banking book, and risk-weighted assets are determined according to specified requirements that seek to reflect the varying levels of risk attached to assets and off-balance sheet exposures.

36 CAPITAL MANAGEMENT (continued)

To combined the effect of COVID-19, the CBB has allowed the aggregate of modification loss and incremental ECL provision for stage 1 and stage 2 for the period from March to December 2020 to be added back to Tier 1 capital for the two years ending 31 December 2020 and 31 December 2021 and to deduct this amount proportionately from Tier 1 capital on an annual basis for three years ended 31 December 2022, and ending 31 December 2023 and 31 December 2024.

The Bank's regulatory capital position was as follows:

 
                                              31 December  31 December 
                                                  2022         2021 
 
CET 1 Capital before regulatory adjustments     1,020,249    1,063,515 
Less: regulatory adjustments                            -            - 
CET 1 Capital after regulatory adjustments      1,020,249    1,063,515 
T 2 Capital adjustments                            52,628       53,374 
Regulatory Capital                              1,072,877    1,116,889 
 
Risk weighted exposure: 
Credit Risk Weighted Assets                     6,799,081    7,574,496 
Market Risk Weighted Assets                        54,624       38,325 
Operational Risk Weighted Assets                  431,784      655,034 
Total Regulatory Risk Weighted Assets           7,285,489    8,267,855 
 
Investment risk reserve (30% only)                      2            2 
Profit equalization reserve (30% only)                  3            3 
Total Adjusted Risk Weighted Exposures          7,285,484    8,267,850 
 
Capital Adequacy Ratio                             14.73%       13.51% 
Tier 1 Capital Adequacy Ratio                      14.00%       12.86% 
 
Minimum required by CBB                            12.50%       12.50% 
 

The allocation of capital between specific operations and activities is primarily driven by regulatory requirements. The Group's capital management policy seeks to maximise return on risk adjusted capital while satisfying all the regulatory requirements. The Group's policy on capital allocation is subject to regular review by the Board of Directors. The Group has complied with the externally imposed capital requirements set by the regulator for its consolidated capital adequacy ratio throughout the year.

   37         DECONSOLIDATION OF SUBSIDIARIES. 

During the period, GFH Group has carried out a group restructuring program (the 'program') which involves the spinning off of its infrastructure and real estate assets under a new entity "Infracorp" ("the Company"), which wase capitalized with US$1.1 billion in infrastructure and development assets. Infracorp will specialise in investments focusing on accelerating growth and development of sustainable infrastructure assets and environments across the Gulf and global markets.

Under this program certain real estate and infrastructure assets were transferred from the Group, to Infracorp for an in-kind consideration financed by US$ 200 million of equity shares and US$ 900 million of Hybrid Sukuk (perpetual equity) issued by Infracorp.

The transfer of these assets were affected in the quarter ended 31 March 2022. Subsequent to the transfer of these assets Group sold 60% of its equity in Infracorp to third party investors, resulting in loss of controlling stake and this resulted in Infracorp no longer being a subsidiary of Group as at

31 December 2022 and has been accounted for as an equity accounted investee. The results of operation of Infracorp till the date of its disposal are consolidated in these condensed interim consolidated financial statements. The impact of the disposal of Infracorp is presented below:

37 DECONSOLIDATION OF SUBSIDIARIES (continued)

 
                                                      31 December 
                                                          2022 
 
ASSETS 
Cash and bank balances                                     80,119 
Treasury portfolio                                         50,912 
Financing assets                                           38,100 
Real estate investment                                    847,221 
Proprietary investment                                     67,861 
Co-Investments                                            120,735 
Receivables & prepayments                                  87,645 
Property and equipment                                     81,201 
 
Total                                                   1,373,794 
 
LIABILITIES 
Term financing                                             24,467 
Payables and accruals                                     107,610 
Total                                                     132,499 
 
Non-controlling interest                                  141,717 
 
Net assets transferred                                  1,100,000 
 
Consideration on the date of transfer: 
Equity in Infracorp                                       200,000 
Hybrid perpetual sukuk                                    900,000 
                                                        1,100,000 
 
                                                      31 December 
                                                          2022 
                                                      (reviewed) 
Net profit included in the current period condensed 
 consolidated income statement **                           (438) 
 

** Net profits includes cumulative profit from all the assets and subsidiaries transferred as part of the consolidation of subsidiaries

Discontinuing operations :

The assets of the business forming part of Infracorp were not necessarily operated as stand-alone segment and largely reflect land bank and infrastructure development projects of the Group that were carved-out under a new business model. Hence, the net assets transferred to infracorp were not classified as discontinued operations other than as disclosed below in relation to its industrial operations.

37 DECONSOLIDATION OF SUBSIDIARIES (continued)

   A.   Results of discontinued operation 
 
                     31 December   31 December 
                         2022          2021 
                       3 months      12 months 
 
Revenue                    5,391         5,226 
Expenses                   5,347         5,305 
                   ------------- 
 
  Net profit                  44          (79) 
 
   B.   Cash flows used in discontinued operation 
 
                                                   31 December   31 December 
                                                       2022          2021 
                                                     3 months      12 months 
 
Net cash flow from operating activities                    182         (863) 
Net cash flow used in investing activities               (317)           (1) 
Net cash flow from financing activities                      3           266 
                                                 ------------- 
 
Net cash flows used in discontinued 
 operation                                               (132)         (598) 
 
   38         ACQUISITION OF SUBSIDARIES 

During the year, the Group acquired controlling stake in the following subsidiaries

 
                                % stake      Place of      Nature of activities 
                                acquired   incorporation 
 
 SQ Topco II LLC                  51%      United States       Property asset 
                                                             management Company 
 Big Sky Asset Management LLC     51%      United States   Real estate investment 
                                                                   manager 
 Al Areen Hotels W.L.L.          100%         Kingdom      Hospitality Management 
                                             of Bahrain 
 

Consideration transferred and non-controlling interests

The consideration transferred for the acquisition was in the form of cash and in-kind for the services rendered by the Group. The consideration transferred is generally measured at fair value and the stake held by shareholders other than the Group in the subsidiaries is recognised in the consolidated financial statements under "Non-controlling interests" based on the proportionate share of non-controlling shareholders' in the recognised amounts of the investee's net assets or fair value at the date of acquisition of the investee on a transaction by transaction basis based on the accounting policy choice of the Group. Where consideration includes contingent consideration payable in future based on performance and service obligations of continuing employees, these are accounted under IFRS 2 - Share based payments.

Identifiable assets acquired and liabilities assumed

Entity acquired was considered as a business. The fair value of assets, liabilities, equity interests have been reported on a provisional basis. If new information, obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date, identifies adjustments to the above amounts, or any additional provisions that existed at the acquisition date, then the acquisition accounting will be revised. Revisions to provisional acquisition accounting are required to be done on a retrospective basis.

38 ACQUISITION OF SUBSIDARIES (Continued)

The reported amounts below represent the adjusted acquisition carrying values of the acquired entities at the date of acquisition reported on a provisional basis as permitted by accounting standards.

 
                                                        Total 
 
      Intangible asset                                   8,350 
      Tangible assets                                  153,519 
      Receivables                                        2,006 
      Cash and bank balances                             2,093 
 
      Total assets                                     165,968 
 
      Accruals and other liabilities                    30,942 
 
      Total liabilities                                 30,942 
 
      Total net identifiable assets and liabilities 
       (A)                                             135,026 
 
 
                                               Total 
 
      Consideration                           134,205 
      Non-controlling interests recognised        821 
 
      Total consideration (B)                 135,026 
 
        Goodwill / Bargain purchase (B-A)           - 
 

For the purpose of consolidated statement of cash flows, net cash acquired on business combination is given below:

 
                                                                     Total 
 
 Cash and bank balances acquired as part of business combination       2,006 
 Less: consideration                                               (134,205) 
 
 Net cash flows from acquisition of subsidiaries                   (132,199) 
 

The Group has also acquired assets under management of US$ 1,315,915 thousand along with the above acquisition. Income for the first nine months assuming the transaction was done at the beginning of the year would have been US$ 1,200 thousand.

   39         COMPARATIVES 

Certain prior year amounts have been regrouped to conform to the current year's presentation. Such regrouping did not affect previously reported profit for the year or total owners' equity.

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