Chapter 4

Control and Ownership

Ghitha is controlled at two levels, and both work against the listed float. Its parent group holds roughly 84% of the shares, leaving a public float near 16%. And Ghitha itself consolidates its two largest food businesses — Al Ain Farms and NRTC — through board-control agreements while owning under half of each. The economics the float actually owns are thinner than reported book implies, and cash and value move through related-party channels rather than through distributions to minorities.

Parent stake and free float derived from the November 2025 share-swap disclosures (see below); minority interest and pay from the FY2025 Annual Report [1] [2].

The parent holds about 84%; the float is thin

For most of its listed life Ghitha sat inside International Holding Company (IHC): IHC Food Holding LLC was the direct parent and Royal Group the ultimate parent at the December 2020 listing. That changed in late 2025. IHC Food Holding transferred its entire shareholding to Two Point Zero Group PJSC (formerly Multiply Group) in an extraordinary general meeting, and Two Point Zero became the parent effective 30 November 2025 [3].

The reorganisation is instructive for a minority holder. In the share swap, Multiply issued about 1.77 billion new Multiply shares to acquire the Ghitha stakes held by IHC Food Holding and IHC Companies Management — a block reported at roughly 83.9% of Ghitha, folded into a combined entity valued near AED 120 billion. The public float — the remaining ~16% — was not tendered or bought out. The controlling block reorganised itself one level up while the float stayed in the same listed vehicle, now under a different parent. At AED 11.30 that float is worth only about AED 440m, against a AED 2.73bn market capitalisation on 241.6 million shares [4].

Board control mirrors the ownership. Of five directors, the Chairman is also Vice Chairman of IHC and another member is IHC's Group Chief Financial Officer; the Group CEO sits on the board as an executive. Chairman and CEO are separate people, but the board is populated from the controlling group's own ranks, and the standalone corporate-governance report is not machine-readable, so the independent-director count is not verifiable from an accessible filing.

Control without ownership: the two biggest businesses

The more distinctive feature is one level down. Ghitha consolidates its two largest operating businesses without owning a majority of either, and says so plainly. It "considers that it has a controlling interest over NRTC Food Holding LLC through a contractual arrangement, even though it owns less than 50% of the voting rights", having appointed three of NRTC's five board seats under a shareholders' agreement; it claims the same "de facto control" over Al Ain Farms with four of seven seats [5]. Economic ownership is 41% of NRTC (fruit and vegetables) and 48.3% of Al Ain Farms (dairy, poultry and livestock) [6] [7].

This is legitimate under IFRS 10, and it is why the group can present a AED 5.6bn revenue base. But it means the food business the reader is being asked to value is substantially owned by outside partners. Minority interests hold AED 1,414.0m — about 21% of total equity [8] — and Al Ain Farms alone accounts for AED 976.5m of the AED 1,453.9m sitting in the material partly-owned subsidiaries [9]. The leakage to minorities that Three-Year Financials quantified at the group line is not an accident of one weak year; it is built into how the group is assembled.

Source: FY2025 Annual Report, Note 3 basis of consolidation and Note 31 material partly-owned subsidiaries [10]. Board seats disclosed only where de facto control is claimed.

The cascade compounds. A public shareholder owns roughly 16% of a company that in turn owns 48.3% of Al Ain Farms — a look-through economic claim on the group's single most valuable food asset of under 8%. Nothing here is hidden or improper; it is disclosed clearly. But it is the reason reported book value and reported revenue overstate what the float economically owns.

Related-party plumbing

Ghitha does not operate at arm's length from its controlling orbit; it trades, borrows and lends inside it. In FY2025 the group booked AED 537.1m of revenue with related parties — close to a tenth of total sales — down from AED 638.4m a year earlier [11]. It carried AED 494.1m of borrowings and payables to a related-party financial institution and AED 229.9m of deposits and receivables at the same institution [12]. It owed AED 205.0m of loans to entities under common control — the same loans that The Apex Stake showed were settled not in cash but by handing over Apex shares [13].

Source: FY2025 Annual Report, Note 29 related party transactions and balances [14] [15].

One FY2025 entry is worth isolating. A related party under common control waived AED 76.5m owed to it, and the benefit went straight to reserves as an equity credit rather than through the income statement [16]. It is a genuine gain to the float, but it is the parent's gift to give — the same discretion that can move value out of the entity can move it in. For a NAV-based value case, that two-way discretion is the point: the controlling group can route value through waivers, related-party financing and share swaps at will, and the minority is a price-taker on each.

What the controllers cost

Key management and board remuneration was AED 28.6m in FY2025, down from AED 30.3m [17]. Measured against the business it runs — roughly AED 5.6bn of revenue and AED 318.7m of operating profit — that pay is about 9% of operating profit, unremarkable. Measured against what the float keeps, it looms larger: profit attributable to owners was AED 36.5m in FY2025 [18], so the running cost of the people directing the company equalled about four-fifths of the residual profit the public shareholders were left with.

Source: FY2025 Annual Report — pay from Note 29 [19]; profit to owners and operating profit from the income statement [20].

Neither framing is the whole truth. Pay is modest for a group of this size and fell year on year, and the thin owners' profit is depressed by the minority and discontinued-operations drags rather than by pay. But both readings matter to the same reader: the controllers' cost is small relative to the enterprise and heavy relative to the sliver the float is left with.

What this means for the case, and what would change it

On the evidence, the discount to book that anchors this report is real but conditional. It is real because the assets — the Apex stake, the food businesses — are genuine and, on the marks available, carried conservatively. It is conditional because two layers of control-without-majority-ownership stand between those assets and the public float, and because the group's own history shows value being moved by related-party waiver, related-party financing and parent-level share swap rather than by cash returned to minorities. A ~16% float has no lever to force realisation and was not invited into the most recent reorganisation.

The strongest fact the other way is that minorities have not, so far, been treated abusively: the FY2025 waiver added value to the float, the equity-method mark on Apex was struck below its later market test, and the group pays a dividend to non-controlling interests, implying distributions do flow. What would change the read, in either direction: a tender or buy-out offer to the public float (or its pointed absence) as the Multiply combination completes; any related-party transaction that transfers value out of the listed entity on non-market terms; and disclosure — or continued non-disclosure — of an independent-director majority and the terms of the NRTC and Al Ain Farms shareholders' agreements that the whole consolidation rests on.