# KWIN group: activities, circular holdings, and look-through valuation

**Research date:** 25 July 2026
**Reference KWIN price:** EGP 99.49, from the user-supplied Thndr screen
**Scope:** KWIN, ENTAD, Assiut Agricultural Development, Abu Dhabi Islamic Real Estate Investment, and the historical Assiut Islamic vehicle. ADIB-Egypt is excluded as requested.

## 1. Executive conclusion

There are three different numbers that must not be mixed:

1. **Quoted market value:** KWIN has 10.5 million legally issued shares. At EGP 99.49, the conventional screen market capitalization is **EGP 1.044645 billion**.
2. **Consolidated accounting value:** at 30 June 2025, the reviewed consolidated statements showed **EGP 91.381645 million attributable to KWIN shareholders**, **EGP 28.358015 million of non-controlling interests**, and **EGP 119.739660 million total equity**.
3. **Look-through economic value:** after excluding the 1,705,078 KWIN shares still held by controlled subsidiary ENTAD in July 2026, only 8,794,922 shares were externally/economically outstanding. At EGP 99.49, their quoted value was **EGP 875.006790 million**.

The consolidated accounts are the official answer to the circularity problem. They explicitly eliminate intercompany balances and investments and deduct subsidiary-held KWIN shares as treasury shares. Adding KWIN's market capitalization to separate values for ENTAD and Assiut Agricultural would count the same assets twice.

The market price is not supported by book assets alone. Even after an estimated adjustment for the approximately EGP 79.927 million of cash received when ENTAD sold 945,911 KWIN shares, estimated current parent-attributable look-through NAV is roughly **EGP 132-140 million**, with a midpoint near **EGP 135.8 million**. The adjusted effective market value of EGP 875.0 million is still about **6.4 times** that midpoint.

The 2025 profit headline is also misleading if treated as KWIN shareholders' earnings. The official EGP 42.361 million consolidated net profit includes minority interests. Most of the jump came from ENTAD selling two floors in a building and recognizing about **EGP 34.945 million** of capital gain. KWIN owned only 51.22% of ENTAD, so almost half of that gain belongs economically to other ENTAD shareholders.

## 2. What each company does "on paper"

| Entity | Official/legal activity | What it appears to do economically | Structural benefit |
|---|---|---|---|
| **Cairo National for Investment and Securities (KWIN)** | Promotion and underwriting of securities; participation in forming companies and capital increases; portfolio management; venture capital; and investment-fund formation/management. | Listed holding/investment platform. It owns controlling stakes, listed securities and fund units, and earns investment, asset-sale and financing income. | Gives the group a listed capital-markets vehicle and allows controlled subsidiaries to be consolidated into one public company. |
| **Al Wataniya for Trade and Development (ENTAD)** | Official ADIB disclosures classify it broadly as **commercial**. | In practice it is also an asset/holding vehicle: it owned KWIN shares, almost all of the real-estate vehicle, other investments and property. It sold the two floors that generated the 2025 one-off gain. | Warehouses strategic stakes and property separately from KWIN; can sell assets or KWIN blocks and retain cash at ENTAD. It also permits ADIB and other minority holders to retain a direct economic interest outside KWIN. |
| **Assiut Agricultural Development** | Private agricultural-products/food-sector company. | The accounts show agricultural activity, inventory and receivables connected with an Assiut cooling complex. | Holds agricultural operating assets, contracts, tax history and liabilities in a separate legal entity. KWIN controls it without owning 100%. |
| **Abu Dhabi Islamic Real Estate Investment (AARE)** | Real-estate investment. | Property/debt vehicle. At 30 June 2025, the group note identified EGP 63.829 million of short- and long-term Islamic financing associated with this company. | Ring-fences property and its financing. That can simplify collateral and transactions, but it also hides the economic weakness if someone looks only at profitable ENTAD and ignores AARE's negative equity. |
| **Assiut Islamic National for Trade and Development (AITG)** | Historically a commercial/investment company with hotel, property and securities holdings; it operated/expanded Wataniya Palace Hotel and held group-company stakes. | Former group holding vehicle that sold residual KWIN, ENTAD and Assiut Agricultural stakes in 2023 after the 2021 takeover. | Historically held diverse Upper Egypt property and investment assets. It is **not a current KWIN subsidiary** and must not be included in present KWIN NAV. |

None of these legal purposes is inherently improper. Holding companies and special-purpose property companies are commonly used to separate licenses, creditors, collateral, minority shareholders and transaction risk. The concern here is transparency: a profitable holding company, an indebted property subsidiary and a parent/subsidiary cross-holding can produce very different impressions depending on whether one reads standalone or consolidated accounts.

## 3. The official no-double-counting accounts

KWIN's 2024 accounting policy says that consolidation:

- combines like assets, liabilities, equity, revenue and expenses;
- eliminates the parent's carrying value of investments against the subsidiaries' equity;
- identifies non-controlling interests;
- eliminates intercompany balances and transactions in full.

The 30 June 2025 consolidated balance sheet reported:

| Item | EGP million |
|---|---:|
| Cash and bank balances | 30.183 |
| Financial investments at fair value through profit/loss | 103.573 |
| Receivables and other current assets | 33.663 |
| Property, plant and equipment | 6.804 |
| Investment property | 11.563 |
| Financial investments through OCI | 10.626 |
| Goodwill | 33.297 |
| Other assets, inventory and held-for-sale assets | 0.807 |
| **Total assets** | **230.515** |
| Current liabilities | 55.227 |
| Long-term Islamic financing and deferred tax | 55.548 |
| **Total liabilities** | **110.775** |
| **Equity attributable to KWIN owners** | **91.382** |
| **Non-controlling interests** | **28.358** |
| **Total equity** | **119.740** |

Minority-interest disclosures provide a useful reverse look-through, although they are not standalone valuations:

| Subsidiary | NCI percentage | NCI book balance, 30 Jun 2025 | Implied total book equity | KWIN effective book claim |
|---|---:|---:|---:|---:|
| Assiut Agricultural | 10.53% | EGP 0.533m | about EGP 5.06m | about EGP 4.53m |
| ENTAD | 48.78% | EGP 57.132m | about EGP 117.12m | about EGP 59.99m |
| AARE | about 48.90% | **negative EGP 29.307m** | **negative about EGP 59.93m** | **negative about EGP 30.62m** |

These inferred company balances are useful for understanding the offsets, but they must not be added to KWIN's consolidated equity. ENTAD's investment in AARE and KWIN's investments in both entities are eliminated on consolidation.

## 4. What really produced the 2025 profit

The 30 June 2025 note states that on **25 January 2025**, ENTAD signed a preliminary contract to sell a building comprising two floors:

- original agreed price: EGP 39 million;
- final price after an area discrepancy: **EGP 36 million**;
- net recorded cost: **EGP 1,054,849**;
- recognized gain: **EGP 34,945,151**;
- initial cash received: EGP 12 million;
- balance payable in three equal instalments.

The note says that on 2 June 2025 the contract was amended after the buyer used an engineering consultant to remeasure the space and found a discrepancy from the areas stated in the preliminary contract. The parties reduced the price by EGP 3 million. The filing does **not** identify the buyer, the address, floor area, independent appraisal or broker.

The same 30 June 2025 statements still carried **EGP 24 million as "debtors from sale of fixed assets"**. The credit-risk ageing table placed the EGP 24 million balance in the **91-120 days due** column. This means the gain was recognized while two-thirds of the final sale price remained receivable; it does not by itself prove default or non-collection after June.

The arithmetic is exact:

- floor-sale gain / FY 2025 total consolidated profit: `34.945151 / 42.361498 = 82.49%`;
- mechanical difference between FY net profit and the pre-tax floor gain: **EGP 7.416347 million** (not a tax-adjusted recurring-profit measure);
- KWIN's 51.22% pre-tax economic share of the floor gain: about **EGP 17.899 million**;
- ENTAD minorities' 48.78% pre-tax share: about **EGP 17.046 million**.

This was therefore the dominant source of the EGP 42.361 million headline. It was a real property-sale accounting gain, not profit created by ENTAD selling KWIN shares. The EGP 1.055 million number is the asset's depreciated/historical **net book cost**, not evidence that the property's market value was only EGP 1.055 million.

Official reported results:

| Period | Total consolidated profit | Profit attributable to KWIN owners | NCI profit |
|---|---:|---:|---:|
| H1 2025 | EGP 38.456m | **EGP 20.138m** | **EGP 18.318m** |
| FY 2025 | **EGP 42.361m** | Not found separately in the accessible headline disclosure | Not found separately |
| Q1 2026 | EGP 4.585m | about **EGP 0.945m**, inferred from official EPS of EGP 0.09 × 10.5m shares | about EGP 3.640m |

The full-year 2025 headline EGP 42.361m divided by 10.5m shares gives the EGP 4.03 EPS displayed by some data vendors, but this mechanically treats minority profit as if it belonged to KWIN shareholders. The H1 statement proves that interpretation is wrong: only EGP 20.138m of the EGP 38.456m H1 total belonged to KWIN owners.

### Estimated FY 2025 profit attributable to KWIN owners

The exact annual attribution requires the full audited income-statement columns. A transparent range is:

- KWIN's 51.22% share of the EGP 34.945m ENTAD property gain: **EGP 17.897m**;
- remaining group profit after removing that gain: **EGP 7.416m**;
- if 51.22%-100% of the remaining profit belongs to KWIN owners, estimated owner profit is **EGP 21.70-25.32m**;
- midpoint based on the H1 residual attribution: approximately **EGP 22.65m**.

Estimated recurring owner profit after removing the property gain is only **EGP 3.80-7.42m**, midpoint around **EGP 4.75m**.

At EGP 99.49:

| Multiple | Conventional EGP 1.0446bn market cap | Circle-adjusted EGP 875.0m effective value |
|---|---:|---:|
| P/E on estimated FY 2025 owner profit midpoint | about 46x | about 39x |
| P/E on estimated recurring owner profit midpoint | about 220x | about 184x |

These are estimates, not official ratios. They show why the 571% headline profit growth should not be capitalized as recurring growth.

### Why the later KWIN-share sales are not another consolidated profit

From September 2025 to July 2026, ENTAD sold 945,911 KWIN shares for estimated gross proceeds of EGP 79.927 million. That cash amount was:

- 112.15% of KWIN's EGP 71.266 million parent-attributable book equity at 31 December 2024;
- 87.47% of KWIN's EGP 91.382 million parent-attributable book equity at 30 June 2025.

The comparison is economically striking, but **gross sale proceeds are not profit**. Because KWIN controlled ENTAD, ENTAD-held KWIN shares were parent shares held by a consolidated group member. IAS 32 paragraph 33 requires those treasury shares to be deducted from equity and says no gain or loss is recognized in profit or loss when they are sold; consideration received is recorded directly in equity.

At a consolidated level, the sale converted treasury-share-like equity into outside cash and increased the number of externally held shares. It did not create an additional EGP 79.927 million income-statement profit. ENTAD's own standalone accounts may show a disposal result against its historical carrying cost, but that result is eliminated or reclassified in KWIN's consolidated accounts.

KWIN also owned only 51.22% of ENTAD. A simple economic allocation gives about EGP 40.939 million of the gross cash claim to KWIN and about EGP 38.988 million to ENTAD's other shareholders before tax, costs, distributions or other balance-sheet changes.

## 5. Valuation with and without the circles

### A. Official quoted valuation

`10,500,000 issued shares × EGP 99.49 = EGP 1,044,645,000`

This is the conventional market capitalization shown by multiplying every legally issued share by the screen price.

### B. Economic quoted valuation after removing subsidiary-held parent shares

At 16 July 2026, ENTAD retained 1,705,078 KWIN shares.

`(10,500,000 − 1,705,078) × EGP 99.49 = EGP 875,006,790`

This is the cleaner externally held/effective equity value. It is not the standard vendor market-cap convention.

The genuinely outside public holding, after also removing ADIB's 6,798,611 shares, was only 1,996,311 shares:

`1,996,311 × EGP 99.49 = EGP 198,612,981`

That is the market value of the non-ADIB, non-ENTAD float, not the value of the company.

### C. Official book valuation

At 30 June 2025:

- parent-attributable NAV: **EGP 91.382m**;
- NAV per legally issued share: **EGP 8.70**;
- NAV per then-current effective share requires the treasury-share count on that exact date;
- conventional price/book at EGP 99.49: **11.43x**;
- using today's circle-adjusted market value: **9.58x**.

### D. Estimated current look-through NAV

After 30 June 2025, ENTAD sold 945,911 KWIN shares for estimated gross proceeds of **EGP 79.927m**. Those sales converted consolidated treasury shares into external cash. A simple parent-claim estimate attributes 51.22% of that cash to KWIN through its ENTAD ownership:

`EGP 79.927m × 51.22% = EGP 40.939m`

Starting from EGP 91.382m parent equity, adding that amount, estimated H2 2025 parent profit and Q1 2026 parent profit produces an estimated current parent NAV of roughly:

`EGP 132m-140m`, midpoint approximately **EGP 135.8m**

This estimate deliberately excludes:

- unknown Q2 2026 profit/loss;
- brokerage, tax or settlement differences on later KWIN-share sales;
- unreported changes in fund and listed-share fair values;
- any current appraisal uplift on property;
- distributions or other equity movements;
- any legal/accounting adjustment arising from the treasury-share classification.

At the midpoint:

- conventional market cap / estimated NAV: **7.69x**;
- circle-adjusted market value / estimated NAV: **6.44x**.

## 6. Historical transaction valuations - not current fair values

Private subsidiaries do not have reliable daily market capitalizations. The only public price anchors are old related-party transaction prices:

| Entity | Price anchor | Implied total equity value | Status |
|---|---|---:|---|
| ENTAD | EGP 21.23/share in the 2020 authorization and 30 Apr 2023 execution | about **EGP 99.6m** | Historical transaction value; not a current independent appraisal |
| Assiut Agricultural | EGP 10.85/share in 1 May 2023 transactions | about **EGP 43.4m** | Historical transaction value; 47.4% above the EGP 7.36/share 2020 appraisal |
| AARE | No public arm's-length share price located | No defensible market value | Official book evidence instead indicates about **EGP 59.9m negative equity** at 30 Jun 2025 |

Adding EGP 99.6m and EGP 43.4m to KWIN's market capitalization would be invalid because KWIN already controls and consolidates those companies.

## 7. What the structure benefits from

The legitimate benefits are:

- asset and creditor ring-fencing;
- retaining different minority investors at different layers;
- separate collateral and Islamic financing for real estate;
- easier sale of a subsidiary, property or block of shares;
- preservation of operating/tax/legal histories;
- centralized control through KWIN while ADIB also holds direct interests.

The governance downside is that standalone statements can make the group appear richer or more profitable than it is:

- KWIN standalone shows investments in subsidiaries;
- ENTAD standalone can show KWIN shares as an asset and recognize sale results;
- AARE carries property and heavy debt;
- Assiut Agricultural carries operating assets;
- only consolidation removes the internal investments and reveals minority claims and negative-equity subsidiaries.

## 8. Correction to the earlier dossier

The earlier network dossier's section 9.1 stated reconstructed 2024 parent equity of about EGP 37.37m and total equity of about EGP 59.156m. Visual verification of the signed 2024 consolidated balance sheet and the 30 June 2025 comparative shows the correct 31 December 2024 figures were:

- **EGP 71.266411m parent-attributable equity**;
- **EGP 10.110688m NCI**;
- **EGP 81.377099m total equity**.

The EGP 26.509890m treasury-share deduction is confirmed. The earlier reconstructed equity figures should not be used.

## 9. Source register

1. [KWIN official company purpose and financial-statements repository](https://www.caironational.org/ar/%D8%A7%D9%84%D9%82%D9%88%D8%A7%D8%A6%D9%85-%D8%A7%D9%84%D9%85%D8%A7%D9%84%D9%8A%D8%A9-%D8%A7%D9%84%D8%AE%D8%AA%D8%A7%D9%85%D9%8A%D8%A9/)
2. [KWIN 2024 consolidated audited statements](https://static.mubasher.info/File.Mix_Announcement_File/E78C7B38-1BF8-4D0E-8BF0-97A10E6B557C.pdf)
3. KWIN 30 June 2025 consolidated reviewed statements, preserved locally as `tmp/pdfs/kwin_deep/kwin_consolidated_2025_h1.pdf`.
4. [H1 2025 result summary: total profit, capital gain and EPS](https://hapijournal.com/2025/08/04/%D8%A7%D9%84%D9%82%D8%A7%D9%87%D8%B1%D8%A9-%D8%A7%D9%84%D9%88%D8%B7%D9%86%D9%8A%D8%A9-%D9%84%D9%84%D8%A7%D8%B3%D8%AA%D8%AB%D9%85%D8%A7%D8%B1-%D8%AA%D8%AD%D9%82%D9%82-38-5-%D9%85%D9%84%D9%8A%D9%88/)
5. [FY 2025 consolidated result headline](https://www.mubasher.info/news/4569418/)
6. [FY 2025 revenue, capital gain and standalone profit detail](https://www.mubasher.info/news/4562673/)
7. [Q1 2026 result and EPS](https://hapijournal.com/2026/05/18/%D8%A7%D9%84%D9%82%D8%A7%D9%87%D8%B1%D8%A9-%D8%A7%D9%84%D9%88%D8%B7%D9%86%D9%8A%D8%A9-%D9%84%D9%84%D8%A7%D8%B3%D8%AA%D8%AB%D9%85%D8%A7%D8%B1-%D8%AA%D8%B3%D8%AC%D9%84-4-59-%D9%85%D9%84%D9%8A%D9%88/)
8. [ADIB official report identifying group-company activity classifications](https://www.adib.eg/media/172834/CEO_MessageAR.pdf)
9. [Assiut Agricultural company profile/activity](https://beta1.decypha.com/ar/company-list/----------------------------------30256)
10. [ENTAD 500,000-share KWIN sale](https://alboslanews.com/%D8%A3%D8%B3%D9%88%D8%A7%D9%82-%D9%85%D8%A7%D9%84/%D8%A7%D9%84%D9%88%D8%B7%D9%86%D9%8A%D8%A9-%D9%84%D9%84%D8%AA%D8%AC%D8%A7%D8%B1%D8%A9-%D9%88%D8%A7%D9%84%D8%AA%D9%86%D9%85%D9%8A%D8%A9-%D8%AA%D8%AE%D9%81%D8%B6-%D8%AD%D8%B5%D8%AA%D9%87%D8%A7-%D8%A5%D9%84%D9%89-1909-%D9%81%D9%8A-%D8%A7%D9%84%D9%82%D8%A7%D9%87%D8%B1%D8%A9-%D8%A7%D9%84%D9%88%D8%B7%D9%86%D9%8A%D8%A9-%D9%84%D9%84%D8%A7%D8%B3%D8%AA%D8%AB%D9%85%D8%A7%D8%B1-421016)
11. [KWIN 30 September 2025 statements and treasury-share reduction](https://www.egx.com.eg/downloads/Bulletins/330007_1.pdf)
12. [Detailed network chronology and legal/source analysis](./kwin_entad_assiut_equity_network_dossier_2026-07-25.md)
13. [IFRS Foundation IAS 32, paragraph 33: treasury shares and no profit-or-loss gain](https://www.ifrs.org/content/dam/ifrs/publications/pdf-standards/english/2024/issued/part-a/ias-32-financial-instruments-presentation.pdf?bypass=on)
14. [FRA explanation that parent shares bought through a controlled subsidiary are treasury shares](https://fra.gov.eg/fra_news/efsa_435/)

## 10. Bottom line

The official valuation is **KWIN's quoted market capitalization**, not KWIN plus every subsidiary. The official no-circle accounting value is **consolidated equity attributable to KWIN owners**. On the available numbers, the market is valuing the externally held KWIN shares at roughly six to ten times look-through book value and at a very high multiple of recurring owner earnings.

The structure created real economic flexibility and allowed ENTAD to monetize property and later KWIN shares. It did not create operating profit from nothing. The strongest valuation conclusion is that the 2025 earnings jump was primarily a one-off property disposal and that the public price requires assumptions far beyond the disclosed recurring profit and book assets.