REG - Dar Global PLC - Dar Global Half Year 2025 Results
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RNS Number : 7185A Dar Global PLC 25 September 2025
Dar Global PLC
(Incorporated in England and Wales)
Company Number: 14388348
ISIN: GB00BQXNJY41
LEI: 213800XRFXQ1KEWACW80
25 September 2025
DAR GLOBAL PLC
('Dar Global', or the 'Company', or the 'Group')
Half-year results for the six-month period ended 30 June 2025
'Strategic move into Saudi Arabia fuels scalable growth;
GDV increases ~ 66% from US$7.5 billion (Dec 2024) to US$12.5 billion'
Dar Global, the luxury international real estate developer, today announces
its unaudited interim results for the six months ended 30 June 2025 ('HY 2025'
or the 'period').
Highlights
• Dar Global received approval from the UK Financial Conduct Authority ('FCA')
for admission to the Equity Shares (Commercial Companies) category of the
London Stock Exchange ('LSE'). The Company will be the first GCC-based
business to be listed under the ESCC category.
• Neptune, Interiors by Mouawad in Saudi Arabia, launched in September 2024,
achieved a key sales and construction milestones, enabling the Company to
recognise revenue in line with its accounting policy during the first half of
2025. The project remains on schedule for completion in Q4 2027.
• In August 2025, Dar Global secured development rights for an integrated scheme
in Riyadh valued at ~US$2.8 billion through partial land acquisitions and a
joint development agreement, anchored by a US$300 million land acquisition.
• The Company announced on 11 August 2025 a landmark joint development agreement
for a mixed-use project in Jeddah, on one of the city's most prominent areas,
with an estimated GDV of approximately ~US$1.9 billion. These are significant
parcels of land with the opportunity to develop luxury villas, a world-class
golf course and a luxury hotel.
• Dar Global secured an increase in its Litmus Facility by an additional US$165
million, bringing the total limit to US$440 million further enhancing
liquidity and providing support for acquisitions and expansion across key
international markets.
• As announced on 11 August 2025, Dar Global intends to enter the financial
services sector in the Dubai International Finance Centre ('DIFC'), enabling
it to offer asset management, investment banking, and advisory services
through an independently governed subsidiary. This strategic move will open
new revenue streams, and attract capital from the GCC and beyond. It will also
support larger-scale, capital-efficient projects, and enable entry into new
geographies.
Ziad El Chaar, Chief Executive, commented: "We are proud to report that Dar
Global continues to deliver strong growth and expand its global footprint,
with contracted sales now nearing US$2.9 billion. Our strategic entry into
Saudi Arabia as well as our increased Litmus Facility underscore our
commitment to disciplined expansion and value creation. The proposed move into
financial services and our recent transition to the Equity Share (Commercial
Companies) category of the LSE have further strengthened our global platform.
With robust demand and a healthy project pipeline, we are confident in
achieving our revenue and EBITDA targets. Dar Global remains well-positioned
to drive sustainable growth and deliver exceptional value to its
stakeholders."
Financial Highlights
• Revenue for the period was US$155.4 million (HY 2024: US$44.5 million) with a
gross profit of US$47.4 million (HY 2024: US$14.6 million).
• EBITDA for the period was US$26.8 million (HY 2024: Loss of US$8.3 million).
• Profit for the period was US$12.2 million (HY 2024: Loss of US$12.8 million).
• Gross Development Value ('GDV') of the project portfolio stood at US$7.7
billion as of 30 June 2025, reflecting an increase from US$6.8 billion as of
30 June 2024. This further increased to US$12.5 billion at the time of
publishing the results, driven by the addition of two large-scale development
projects in Saudi Arabia.
• Robust demand for newly launched and existing projects with cumulative
contracted sales rising to 3,509 units as of 30 June 2025, resulting in total
sales value of ~US$2.9 billion (30 June 2024: 1,797 units, total sales value
of ~US$1.3 billion).
• Strong balance sheet and liquidity position with cash balances of US$634.7
million, comprising free cash of US$90.9 million and restricted escrow cash of
US$543.6 million (including escrow retentions of US$21.4 million).
• Net asset value of US$495.5 million on 30 June 2025 (US$478.5 million as of 31
December 2024).
• Total available liquidity of ~US$179.0 million on 30 June 2025 (including
undrawn debt facilities), providing a platform to pursue opportunistic growth
and expand the current portfolio of assets.
Half year financials summary:
Summary Profit & Loss HY 2025 (US$M) HY 2024 (US$M) Change (%)
Unaudited Unaudited
Revenue 155.4 44.5 249%
Gross profit 47.4 14.6 225%
Gross profit margin 31% 33%
EBITDA* 26.8 -8.3
EBITDA margin* 17% -
Profit/(Loss) for the period 12.2 -12.8
Profit/(Loss) (%) 8% -
*EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortisation) is a
non-GAAP financial metric that is classified as an Alternative Performance
Measure (APM) under the ESMA guidelines. EBITDA is used by management to
evaluate the Group's underlying operating performance, excluding the impact of
non-operational items such as financing costs, tax charges, and Depreciation
and amortisation related adjustments.
Summary Financial Position As of 30 June 2025 (US$M) Unaudited As of 31 December 2024 (US$M)
Change (US$M)
Assets
Cash and cash equivalents 634.7 424.4 210.3
Trade and unbilled receivables 309.4 277.3 32.1
Advances, deposits and other receivables 159.5 119.8 39.7
Development properties 669.6 586.4 83.2
Other Assets 44.5 33.5 11
Liabilities
Trade and other payables 94.6 85.0 9.6
Advance from customers 484.3 180.0 304.3
Loans and borrowings 186.4 205.5 -19.1
Due to related parties 267.4 222.6 44.8
Development property liabilities 268.5 254.7 13.8
Other Liabilities 21.0 15.1 5.9
Equity
Net asset value 495.5 478.5 17
Net asset value per share (in US$) 2.75 2.66 0.09
About Dar Global
Dar Global PLC is a highly differentiated international real estate business.
It focuses predominantly on developing real estate projects comprising second
and vacation homes for internationally mobile customers, in some of the most
desirable locations across the Middle East and Europe, including downtown
Dubai, Muscat in Oman, London and the Costa del Sol region in the South of
Spain.
Dar Global was originally established to house and develop the international
assets of Dar Al Arkan Real Estate Development PJSC ('DAARE'), a leading real
estate developer in the Kingdom of Saudi Arabia. Listed on the Saudi Stock
Exchange since 2007, Dar Al Arkan has delivered over 15,000 residential units
with total assets of c. US$9.5 billion.
The Company intends to expand its focus to hospitality assets. The aim is to
acquire or build hotels and sell them after a period of three to five years of
operation once the hotels or resorts' revenue streams stabilise. Target
markets include Spain, Dubai, Maldives, Athens, Saudi Arabia and London.
Dar Global was admitted to the Main Market of the London Stock Exchange on 28
February 2023.
Please visit www.DarGlobal.co.uk (http://www.DarGlobal.co.uk)
- Ends -
For further enquiries, please contact:
Dar Global plc IR@darglobal.co.uk (mailto:IR@darglobal.co.uk)
Panmure Liberum (Corporate Broker) Tel: +44 (0) 20 3100 2000
Dru Danford / Jamie Richards
Burson Buchanan (Financial Communications) Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham / Simon Compton darglobal@buchanancomms.co.uk (mailto:darglobal@buchanancomms.co.uk)
www.bursonbuchanan.com (http://www.bursonbuchanan.com)
HY 2025 Results Presentation
The Company's HY 2025 results presentation will be available on the Investor
Relations section of Dar Global's website (https://darglobal.co.uk/investor/
(https://darglobal.co.uk/investor/) ) shortly after 7:00am on 25 September
2025.
Chief Executive's Review
At Dar Global, we remain committed to driving sustainable growth and creating
long-term value, supported by a strong balance sheet and prudent capital
management. Our commitment to expanding within the luxury real estate market
on a global level has seen our portfolio grow across the GCC, Europe, and the
United Kingdom. As of today, our portfolio represents a GDV of US$12.5
billion, an increase of US$5.5 billion from the previous year.
In line with our capital-efficient strategy, we continue to leverage joint
development agreements and pursue innovative financing structures to unlock
new growth levers and accelerate our expansion into key global markets. Buyer
demand remains strong across our international portfolio, with contracted
sales increased to 3,509 units by mid-year, a significant increase from a year
ago, driving total sales value to approximately US$2.9 billion.
In the first half of 2025, we successfully launched high-profile projects and
partnerships, including the landmark Trump Tower and Jumeirah Golf Estate
developments in the UAE. We also made strategic land acquisitions in Riyadh
and Jeddah, which have increased our GDV by US$4.8 billion, reaching US$12.5
billion to date. These prime parcels offer exceptional potential for the
development of luxury villas, world-class golf courses, and premium hotels.
Our expanding portfolio underscores our resilience and readiness to capitalise
on future growth opportunities. Looking ahead, we remain focused on unlocking
strategic value in both existing and new markets. Our recent transfer from the
Equity Shares (Transition) category to the Equity Shares (Commercial
Companies) category of the Official List of the FCA reflects our commitment to
delivering sustained shareholder value and global market leadership.
As we continue to execute our strategy, we are confident in our ability to
navigate the current environment and deliver sustainable value to our
shareholders. We look forward to sharing the achievement of further milestones
with our stakeholders in the months ahead.
Business Performance and Project Updates
Dar Global has achieved consistent progress throughout the first half of 2025,
driving portfolio expansion despite ongoing macroeconomic challenges. The
Company has sustained robust growth and strong sales momentum across its
projects. Our disciplined approach to investment decisions continues to be a
cornerstone of our strategy, positioning Dar Global for sustained long-term
success.
We are pleased to provide an update on the progress of our development
projects for HY 2025.
UAE - Six active projects
According to CBRE, Dubai's residential real estate market recorded a robust
performance in the first half of 2025, with total transaction volumes rising
by approximately 22% year on year, reaching nearly 95,000 sales. Off-plan
transactions led the growth with a 29% increase. In the first half of 2025,
the value of residential sales reached US$74 billion including US$53 billion
in off-plan sales. Prime residential values remained resilient, with property
prices rising by more than 7% in HY 2025, ranking Dubai third globally for
prime value growth.
Urban Oasis by Missoni - The Urban Oasis by Missoni is a 34-storey residential
development located on the Dubai Canal, featuring bespoke apartments with
interiors designed in collaboration with Missoni, the Italian fashion
designer. This project was completed in 2024 with clients currently moving
into their new homes. Urban Oasis represents Dar Global's first completed
project, underlining its ability to successfully execute large projects.
Da Vinci Tower by Pagani - The refurbishment of the Da Vinci Tower project, in
partnership with Italian supercar brand Pagani, is expected to be fully
completed by 2025.
W Residences - The W Residences project in downtown Dubai was launched in
early 2022 and sold out shortly after its public launch. Construction works
continue on-site and the project is expected to be completed in Q4 2026.
DG1 - DG1 is Dar Global's first 'own-brand' development, which was launched in
March 2023. This 20-storey tower will comprise 249 units, including one, two,
and three-bedroom apartments and Dar Global has partnered with Gensler
Architects on the design of the tower. The launch of Dar Global's signature
brand with DG1 created a new addition to Dubai's luxury living space, making
it a highly desirable asset. The project is expected to complete in Q4 2026.
The Astera, Interiors by Aston Martin - Dar Global unveiled The Astera,
Interiors by Aston Martin in June 2024 which is now fully sold. It is located
on Al Marjan island, a man-made island on the coast of Ras Al Khaimah in the
UAE and will be in close proximity to the highly-anticipated Wynn Resort. The
project is expected to complete in Q4 2028.
D-Villas, Jumeirah Golf Estate - D-Villas, Jumeirah Golf Estates ('JGE'), was
launched in March 2025, and has demonstrated strong sales performance. JGE is
a prestigious luxury residential golf community offering residents
unparalleled access to world-class amenities and picturesque surroundings. The
development provides an exceptional living environment, featuring one of
Dubai's finest residential communities and golf courses. The project is
scheduled for completion in Q2 2028.
Trump International Hotel & Tower, Dubai - Trump International Hotel &
Tower Dubai, the first Trump-branded property in the Middle East, is an iconic
mixed-use development featuring a five-star hotel, luxury residences and a
private members' club. It offers 1-3-bedroom apartments and 4-bedroom duplex
penthouses ranging from 109 to 722 sqm. The building will be located in
Dubai's prime district with views of the sea and Burj Khalifa. The project is
expected to complete between 2030 - 2031.
Qatar - One active project comprising of five residential buildings
Qatar's residential real estate market rebounded strongly in H1 2025, driven
by high demand in Lusail and The Pearl. As per Cushman & Wakefield's
quarterly real estate bulletin Q2 2025, residential sales rose 22%
year-on-year, with 1,506 transactions recorded in H1 2025, including 798 in Q2
2025. Average apartment prices reached US$4,267 per sqm in Lusail and US$4,117
per sqm in The Pearl.
Les Vagues by Elie Saab is a one-of-a-kind residential masterpiece of five
towers in Lusail's Qetaifan Island North, offering 425 luxury seafront
apartments with breathtaking views. As Qatar's first residences with interiors
by world-renowned designer Elie Saab, the project blends timeless elegance
with modern coastal living. The project is scheduled for completion by 2027.
Oman - A masterplan comprising of a Trump-branded golf course, a club house,
residential units and hotels
The Omani real estate market sustained its growth trajectory in the first half
of 2025. According to the National Centre for Statistics and Information
('NCSI'), the total value of real estate transactions reached OMR 1.9 billion
(approx. US$4.9 billion) in H1 2025, marking an 8% increase compared to the
same period in 2024. Growth was supported by both higher cash sales and a
notable rise in mortgage contracts.
Muscat continues to lead activity, particularly in the luxury residential
segment, where demand for prime waterfront properties remains strong.
Hamptons International Oman notes that this segment is projected to expand at
an average annual rate of 3.7% between 2024 and 2029, potentially reaching a
market volume of US$358 billion by 2029.
Several structural drivers continue to underpin the market:
· Government reforms easing foreign ownership laws.
· Ongoing infrastructure investments in roads, airports, and
logistics.
· Stable interest rates and favourable mortgage terms, supporting
affordability.
· Economic diversification and a stable political environment,
which have attracted both domestic and international investors.
AIDA is a stunning luxury development located on the dramatic cliffs of
Muscat, offering an exceptional blend of natural beauty and sophisticated
living. Spanning 4.3 million sqm, this visionary project is being developed
over 8 to 10 years in collaboration with the OMRAN Group (Oman Tourism
Development Company) and the Trump Organisation. Designed to harmonise with
Oman's breathtaking coastal landscapes, AIDA features elegantly crafted villas
and apartments with panoramic views, a world-class Trump golf course, and
premium hospitality experiences. The development promises a unique lifestyle
where modern elegance meets serene nature, supported by exceptional amenities
and thoughtful architecture.
AIDA Phase I continues to show solid progress, with sales performance
remaining on track across its offerings. Sunrise Heaven under AIDA, launched
in January 2025, has seen strong market uptake highlighting the sustained
demand and positive momentum within the development. Phase 1 of AIDA is
expected to complete between 2027-2028 and the entire project is expected to
be ready by December 2034.
Saudi Arabia - Riyadh and Jeddah
According to Knight Frank's August 2025 Saudi Arabia residential market review
report, Saudi Arabia's real estate market in H1 2025 was marked by strong
growth in the residential sector, increased property prices in major cities,
heightened transaction volumes, and significant policy reform ahead of 2026.
Housing dominated the market, accounting for approximately 63% of the SAR
123.8 billion (US$33 billion) total transaction value, with 93,700 residential
deals completed - a 7% year-on-year increase, totalling SAR 77.5 billion
(US$20.6 billion). This sustained momentum is underpinned by increased
mortgage activity, government support schemes and the delivery of new housing
stock in key urban locations. One of the most significant legislative
developments this year has been the approval of the new Law of Real Estate
Ownership by Non-Saudis. Set to come into effect in January 2026, this new
ownership framework, coupled with accelerating residential deliveries and
mortgage market reforms, is expected to deepen market liquidity and improve
investor sentiment.
Neptune, Interiors by Mouawad - Launched in September 2024, Neptune, Interiors
by Mouawad marks the Company's first development in Riyadh, Saudi Arabia,
featuring 200 units that blend modern design with high-quality living.
Interiors are crafted by Mouawad, and the project offers access to a range of
premium amenities in a strategically located setting. As of the first half of
2025, the project has achieved key revenue milestones in line with the
Company's accounting policy, supported by strong sales performance. The
project remains on track for completion by Q4 2027.
Trump Tower, Jeddah - Launched in Q4 2024, Trump Tower Jeddah is the Company's
first development in Jeddah and second in Saudi Arabia. Located along the
iconic Jeddah Corniche, the project comprises exclusive residences that
reflect the sophistication of the Trump brand. With a contemporary design,
high-end finishes, and world-class amenities, the tower sets a new benchmark
for luxury living in the city. The project has been successfully launched,
driven by strong sales momentum, and remains on track for completion by Q4
2029.
United Kingdom - Prime Central London
The London luxury housing market in the first half of 2025 displayed a nuanced
performance marked by moderate price growth, slower transaction activity, and
a divergence between outer prime and super-prime central areas. Prime London
property prices rose by about 7.4% in Q2 2025, lifting average prices 2.3%
above the same period last year.
The Mulliner (Old Park Lane) - Situated on the corner of Old Park Lane and
Piccadilly, overlooking Green Park, The Mulliner is a sophisticated landmark
building with an important role in London's architectural heritage.
Refurbishment work was completed in 2024.
7&8, Albert Hall Mansions - In 2024, Dar Global commenced design works on
its ~7,000 sqf. unit in Albert Hall Mansion overlooking Hyde Park in London.
The Penthouse is situated in one of London's most prestigious neighbourhoods,
directly overlooking the iconic Royal Albert Hall. This historic and
architecturally significant building offers residents breathtaking views as
well as an exclusive address. It is being refurbished and upgraded to
exceptional luxury standards, with interiors designed in collaboration with a
European ultra-luxury fashion brand. Construction of this project has
progressed and is expected to complete in the second half of 2027.
Oh So Close - This development is located in the leafy community of West
Ealing, London, and comprises two three-storey houses converted into 17 luxury
flats. Construction of the project has been completed.
Spain - Two active projects and one sizeable land parcel across the south of
Spain
The Spanish residential property market showed strong momentum in the first
half of 2025, continuing a robust upward trend in prices and sales volumes.
Leading financial institutions like BBVA forecast housing prices to rise by
about 7.3% in 2025, following a 5.8% increase in 2024, supported by strong
demand and limited supply. Home sales are projected to grow by 9% this year,
reaching around 780,000 units, driven by favourable economic conditions, job
market strength, and recovering foreign demand.
Tierra Viva, Design Inspired by Automobili Lamborghini - In June 2023, Dar
Global launched this ultra-luxury project comprising of 53 units across
villas, plots and an exclusive branded clubhouse, designed in collaboration
with Automobili Lamborghini. The project is expected to complete in Q4 2027.
Manilva (Tabano) - In September 2022, Dar Global acquired six plots of land in
the municipality of Manilva in the province of Malaga on the border with the
province of Cadiz in southern Spain. The plots are located approximately 45
minutes from Marbella by car and are close to several polo clubs and one of
the best beach areas of the Costa del Sol. The total land area of the Tabano
project is 4,650,092 sqm.
Marea, interiors by Missoni - This project is located in one of the most
sought-after enclaves of the Andalusian coast, not far from the Finca Cortesin
resort which has an 18-hole Championship golf course, rated among Spain's best
golf courses. The project is expected to complete in Q4 2027.
Strong Balance Sheet & Net Cash Position
Dar Global maintains a resilient balance sheet, supported by a robust cash
position of US$634.6 million, which includes US$90.9 million in free cash and
US$543.6 million in restricted cash (comprising escrow and escrow retentions).
Its strong financial position enables Dar Global to strategically capitalise
on prevailing market conditions. Leveraging its capital-light operating model,
the Company is well-positioned to pursue a range of opportunistic initiatives.
These include targeted asset acquisitions, refurbishment and redevelopment
projects, acquisition of distressed assets, formation of synergistic joint
ventures, strategic land bank acquisitions and other high-potential
investments across its current geographic footprint. This approach underscores
Dar Global's agility and commitment to value creation through disciplined and
forward-looking capital deployment.
Outlook and Guidance
During the first half of 2025, we have seen continuing growth in our business
and activities, underpinned by the outstanding success of our newly launched
projects - Jumeirah Golf Estates ('JGE') and Trump Tower in the UAE, as well
as Neptune and Trump Tower in Saudi Arabia.
In line with our stated accounting policy, revenue recognition for sold units
is contingent upon achieving specific sales and construction milestones.
During the first half of 2025, revenue was recognised from projects that had
achieved recognition milestones in previous years along with Project Neptune
in Saudi Arabia. Although sales activity remained strong across several
projects - including JGE, Trump Tower Dubai, Astera, Trump Tower Jeddah and
several developments under AIDA projects - these projects have yet to reach
the construction thresholds necessary for revenue recognition during H1 2025.
However, we anticipate that a number of these projects will achieve the
required milestones in the second half of the year and contribute positively
to our financial performance.
Dar Global continues to expect delivery of at least US$700 million of revenue
in aggregate across the two financial years (FY 2024 and FY 2025), while
maintaining a similar sales rate and annual average EBITDA as achieved in
2023. We anticipate H2 2025 to be positively impacted by a higher weighting of
our target revenue, with new projects expected to achieve key construction
milestones.
Cautionary statement regarding forward-looking statements
This release may include statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They appear in a
number of places throughout this release and include, but are not limited to,
statements regarding the Group's intentions, beliefs or current expectations
concerning, among other things, the Group's results of operations, financial
position, liquidity, prospects, growth, strategies and expectations of the
industry.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Forward-looking
statements are not guarantees of future performance and the development of the
markets and the industry in which the Group operates may differ materially
from those described in, or suggested by, any forward-looking statements
contained in this release. In addition, even if the development of the markets
and the industry in which the Group operates are consistent with the
forward-looking statements contained in this release, those developments may
not be indicative of developments in subsequent periods. A number of factors
could cause developments to differ materially from those expressed or implied
by the forward-looking statements including, without limitation, general
economic and business conditions, industry trends, competition, commodity
prices, changes in law or regulation, changes in its business strategy,
political and economic uncertainty. Save as required by the Listing and
Disclosure Guidance and Transparency Rules, the Company is under no obligation
to update the information contained in this release. Past performance cannot
be relied on as a guide to future performance.
Going concern statement
The Board of Directors conducted an evaluation of the Group's business plan
and its anticipated funding needs for the medium-term as of 31 December 2024.
This assessment considered the Group's committed loan facilities, existing
cash reserves, and projected operating cash flows. comparing them to the level
of committed loan facilities and existing cash reserves.
As of 30 June 2025, the Group holds unrestricted cash balance of US$90.9
million and total liquidity of US$179.0 million (including undrawn debt
facilities). To further support its growth strategy, the Company increased the
limit under the Litmus facility by US$165 million in July 2025. In addition,
the Group expects continued inflows from customers in line with contracted
payment schedules for sold units, as well as proceeds from the sale of
remaining inventory.
Throughout this assessment, we have considered the inherent uncertainties
associated with future financial projections. Where applicable, we have
applied severe yet plausible sensitivities to the key factors impacting the
Group's financial performance.
Based on this evaluation, the Directors hold a reasonable expectation that the
Group possesses ample resources to sustain its operations for the foreseeable
future, extending no less than 12 months from the date of these Condensed
Consolidated Interim Financial Statements. Therefore, they have opted to
continue using the going concern basis of accounting when preparing the
Group's Condensed Consolidated Interim Financial Statements.
Principal risks and uncertainties
The principal business risks and uncertainties facing Dar Global for the next
six months are:
· Contractor ability to deliver quality on time and within
budget
o Failure to achieve excellence in construction, such as late completion of
works could expose the Company to delays in revenue recognition.
· Political uncertainties which could impact our customers'
appetite for investment in properties
o Significant political events locally and globally may impact Dar Global's
business as customers may be reluctant to make purchases due to uncertainty.
Sanctions may cause supply chain disruption, and changes in local laws may
increase costs or cause delays to projects.
· Multi-party legal risks in joint venture projects for
branded units
o Differences in interpretation of goals, roles, and responsibilities of
each partner may lead to protracted delays in executing and legal recourse,
which, in the event of underperformance by one or more parties, a change in
control/ financial stability of one of our partners, could result in large
losses and reputational damage to Dar Global.
· Labour standards and health & safety
o Health and safety, or environmental breaches can impact Dar Global's
employees, subcontractors and site visitors, and result in reputational
damage, criminal prosecution, civil litigation, increased cost and delays in
construction.
· Cyber and data risks
o The Group places significant reliance upon the availability, accuracy, and
confidentiality of all of its information systems and data. It could suffer
significant financial and reputational damage from corruption, loss or theft
of data.
Directors' responsibility statement
This statement, which should be read in conjunction with the independent
review report by the auditors set out before the condensed consolidated
interim financial statements (the "interim financial statements"), is made to
enable shareholders to distinguish the respective responsibilities of the
Directors and the auditors in relation to the interim financial statements
which the Directors confirm have been presented on a going concern basis.
The Directors consider that the Group has used appropriate accounting
policies, consistently applied and supported by reasonable and appropriate
judgements and estimates. A copy of the interim financial statements of the
Group is placed on the website of Dar Global Plc: www.darglobal.co.uk
(https://are01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.darglobal.co.uk%2F&data=05%7C01%7Capaul%40darglobal.co.uk%7Cc5c2d36fc1a14fd1b43508db9d95d6ce%7C5a55e3feb87d4ae08579b46b9bb9148b%7C0%7C0%7C638277039105176496%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=TtRoB7EL3vjBYfN7eywCry1bkjdYoQSh46bxdx2Nedc%3D&reserved=0)
. The Directors are responsible for the maintenance and integrity of the
information on the website. Information published on the internet is
accessible in many countries with different legal requirements. Legislation in
the United Kingdom governing the preparation and dissemination of the
financial statements may differ from legislation in other jurisdictions.
The Directors confirm that this condensed set of interim financial statements
has been prepared in accordance with International Accounting Standard 34,
"Interim Financial Reporting", as adopted by the United Kingdom and that the
interim management report includes a fair review of the information required
by DTR 4.2.7R and DTR 4.2.8R, namely:
‒ an indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
‒ material related party transactions in the first six months of
the financial year.
On behalf of the Board.
David Weinreb
Chairman
24 September 2025
Independent Review Report to Dar Global Plc
Conclusion
We have been engaged by Dar Global Plc (the 'Company') to review the condensed
set of consolidated financial statements in the half-yearly financial report
for the six months ended 30 June 2025 of the Company and its subsidiaries
(together, the 'Group'), which comprises the condensed consolidated statement
of financial position, the condensed consolidated statement of profit or loss
and other comprehensive income, the condensed consolidated statement of
changes in equity, the condensed consolidated statement of cash flows and the
related explanatory notes.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of consolidated financial statements in the
half-yearly financial report for the six months ended 30 June 2025 is not
prepared, in all material respects, in accordance with IAS 34 Interim
Financial Reporting and the Disclosure Guidance and Transparency Rules ('the
DTR') of the UK's Financial Conduct Authority ('the UK FCA').
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ('ISRE (UK) 2410') issued by the Financial
Reporting Council for use in the UK. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. We read the other information contained in the half-yearly
financial report and consider whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
consolidated financial statements.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an
audit opinion.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Scope of review section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However future events or conditions may cause the Group and
the Company to cease to continue as a going concern, and the above conclusions
are not a guarantee that the Group and the Company will continue in operation.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
interim financial report in accordance with the DTR of the UK FCA.
As disclosed in note 2.1, the annual consolidated financial statements of the
Group are prepared in accordance with UK-adopted international accounting
standards. The directors are responsible for preparing the condensed set of
consolidated financial statements included in the half-yearly financial report
in accordance with IAS 34 Interim Financial Reporting.
In preparing the half-yearly financial report, the directors are responsible
for assessing the Group and the 'Company'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 they either intend to liquidate
the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of consolidated financial statements in the half-yearly financial report
based on our review. Our conclusion, including our conclusions relating to
going concern, are based on procedures that are less extensive than audit
procedures, as described in the scope of review paragraph of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our
engagement letter to assist the Company in meeting the requirements of the DTR
of the UK FCA. Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company for our review work,
for this report, or for the conclusions we have reached.
KPMG Audit LLC
Chartered Accountants
Heritage Court
41 Athol Street
Douglas
Isle of Man
24 September 2025
Condensed consolidated statement of financial position
(In United States dollar)
June 30, December 31,
2025 2024
Note (Unaudited)
ASSETS
Cash and cash equivalents 5 613,196,868 413,625,405
Trade and unbilled receivables 6 309,386,424 277,338,806
Advances, deposits and other receivables 7 159,457,552 119,774,587
Development properties 8 669,575,013 586,415,420
Escrow retentions 9 21,460,203 10,774,653
Due from related parties 17 6,999,976 1,600,015
Property and equipment 10 24,440,450 21,897,663
Right-of-use assets 11 5,269,306 4,133,177
Deferred tax assets 18 7,814,007 5,860,228
----------------- -----------------
TOTAL ASSETS 1,817,599,799 1,441,419,954
========== ==========
LIABILITIES AND EQUITY
LIABILITIES
Trade and other payables 12 94,612,550 85,015,114
Advances from customers 13 484,276,350 180,027,547
Retention payable 14 14,436,388 9,630,047
Development property liabilities 15 268,483,219 254,747,426
Bank borrowings 16 186,357,352 205,493,025
Due to related parties 17 267,384,199 222,567,717
Employees' end of service benefits 1,223,932 1,117,792
Lease liabilities 11 5,295,695 4,114,862
Deferred tax liabilities 18 44,314 252,935
----------------- ----------------
TOTAL LIABILITIES 1,322,113,999 962,966,465
----------------- ----------------
EQUITY
Share capital 1,800,216 1,800,216
Share premium 88,781,078 88,781,078
Retained earnings 399,700,775 387,488,728
Foreign currency translation reserve 4,382,926 (437,202)
Statutory reserve 2.21 820,805 820,669
--------------- ---------------
TOTAL EQUITY 495,485,800 478,453,489
----------------- -----------------
TOTAL LIABILITIES AND EQUITY 1,817,599,799 1,441,419,954
========== ==========
These condensed consolidated interim financial statements were approved by the
Board of Directors on 24 September 2025 and signed on its behalf by:
Ziad El
Chaar
David Weinreb
The accompanying notes from 1 to 32 form an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated statement of profit or loss and other comprehensive
income
For the six months ended June 30 (In United States dollar)
2025 2024
Note (Unaudited) (Unaudited)
Revenue 19 155,395,452 44,454,982
Cost of revenue 19 (107,957,635) (29,897,986)
--------------- ---------------
Gross profit 47,437,817 14,556,996
Other income / (costs) 20 11,771,206 (995,096)
Selling and marketing expenses 21 (12,098,105) (6,772,966)
General and administrative expenses 22 (23,233,399) (17,137,800)
Finance costs 23 (12,433,932) (11,698,584)
Finance income 23 5,921,878 6,110,763
Share of loss from joint venture (50,474)
--------------- ---------------
Profit / (loss) before tax 17,365,465 (15,987,161)
Income tax (expense) / credit 18 (5,153,418) 3,154,752
--------------- ---------------
Profit / (loss) for the period 12,212,047 (12,832,409)
========= =========
Other comprehensive income / (loss)
Items that are or may be classified subsequently to profit or loss
Increase / (decrease) in foreign currency translation reserve 4,820,128 (659,777)
-------------- ---------------
Total comprehensive income / (loss) for the period 17,032,175 (13,492,186)
======== ========
Profit / (loss) attributable to:
Owners of the Company 12,212,047 (12,832,409)
Non-controlling Interests - -
--------------- ---------------
12,212,047 (12,832,409)
Total comprehensive income / (loss) attributable to: ========= ========
Owners of the Company 17,032,175 (13,492,186)
Non-controlling Interests - -
--------------- --------------
17,032,175 (13,492,186)
========= ========
Loss / earnings per share attributable to owners of the Company:
- basic and diluted earnings / (loss) per share (USD) 24 0.07 (0.07)
--------------- --------------
Adjusted earnings / (loss) before interest, tax, depreciation and amortisation
(adjusted EBITDA)
Net finance costs 6,512,054 5,587,821
Depreciation on property and equipment and right-of-use assets 2,849,158 2,137,564
Tax expenses / (credit) 5,221,864 (3,154,752)
------------- -------------
Adjusted earnings / (loss) before interest, tax, depreciation and amortisation 26,795,123 (8,261,776)
(adjusted EBITDA)
======== ========
The accompanying notes from 1 to 32 form an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated statement of changes in equity
For the six months ended June 30, 2025 (In United States dollar)
Share capital Statutory reserve Foreign currency translation reserve Retained earnings Share premium Total equity
Balance as at January 1, 2024 1,800,216 408,441 1,436,244 372,985,572 88,781,078 465,411,551
Loss for the period - - - (12,832,409) - (12,832,409)
Other comprehensive loss - - (659,777) - - (659,777)
Total comprehensive income for the period - - (659,777) (12,832,409) - (13,492,186)
Transaction with owners of the Company
Other reserves - 2,207 (2,207) - - -
Total transactions with owners of the Company - 2,207 (2,207) - - -
------------ ------------ ------------ ---------------- -------------- ---------------
Balance as at June 30, 2024 (Unaudited) 1,800,216 410,648 774,260 360,153,163 88,781,078 451,919,365
======= ======= ======= ========= ======== =========
Balance as at January 1, 2025 1,800,216 820,669 (437,202) 387,488,728 88,781,078 478,453,489
Profit for the period - - - 12,212,047 - 12,212,047
Other comprehensive income - - 4,820,128 - - 4,820,128
Total comprehensive income for the period - - 4,820,128 12,212,047 - 17,032,175
Transaction with owners of the Company
Other reserves - 136 - - - 136
Total transactions with owners of the Company - 136 - - - 136
------------ ------------ ------------ ---------------- -------------- ---------------
Balance as at June 30, 2025 (Unaudited) 1,800,216 820,805 4,382,926 399,700,775 88,781,078 495,485,800
======= ======= ======= ========= ======== =========
The accompanying notes from 1 to 32 form an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated statement of cash flows
For the six months ended June 30 (In United States dollar)
2025 2024
Note (Unaudited) (Unaudited)
Cash flows from operating activities
Profit / (loss) for the period 12,212,047 (12,832,409)
Adjustments for:
Depreciation on property and equipment 22 1,478,496 853,964
Depreciation on right-of-use assets 22 1,370,662 1,283,609
Provision for employees' end of service benefits 273,943 201,403
Finance costs 12,433,932 11,698,584
Finance income 23 (5,921,878) (6,110,763)
Share of loss from joint venture - 50,474
Income tax expenses / (credit) 18 5,153,418 (3,154,752)
-------------- --------------
Operating profit / (loss) before working capital changes 27,000,620 (8,009,890)
Working capital changes:
Trade and unbilled receivables (32,047,618) (27,182,620)
Advances, deposits and other receivables (39,224,994) (6,797,032)
Development properties (73,692,880) (11,360,805)
Trade and other payables 2,771,072 8,641,385
Advances from customers 304,248,803 50,703,905
Retention payable 4,806,341 1,921,740
Due from related parties (5,868,914) 2,679,047
Due to related parties 8,766,931 (159,249)
Employees' end of service benefits paid (167,804) -
--------------- -------------
Net cash generated from operating activities 196,591,557 10,436,481
--------------- -------------
Cash flows from investing activities
Acquisition of property and equipment 10 (3,630,984) (17,744,007)
Escrow retentions (10,685,550) (372,859)
Interest income 23 5,921,878 5,895,161
---------- --------------
Net cash from / (used in) investing activities (8,394,656) (12,221,705)
Cash flows from financing activities ---------- --------------
Proceeds from bank borrowings 16 456,627 108,406,871
Repayment of bank borrowings 16 (21,454,504) (911,748)
Interest expense on borrowings (6,517,773) (2,403,733)
Payment of structuring fees for bank borrowings (507,859) (4,709,101)
Proceeds from related party borrowing 17 36,258,390 -
Repayment of related party borrowing 17 (208,839) -
Payment of lease liabilities 11 (754,258) (1,246,152)
Interest expense on lease liabilities 11 (173,933) (172,632)
------------ ---------------
Net cash generated from financing activities 7,097,851 98,963,505
------------ ---------------
Net increase in cash and cash equivalents 195,294,752 97,178,281
Effect of translation of foreign currency 4,276,711 (567,114)
Cash and cash equivalents at 1 January 413,625,405 228,492,034
--------------- ---------------
Cash and cash equivalents at 30 June 613,196,868 325,103,201
Cash and cash equivalents: --------------- ---------------
Cash in hand 5 94,946 39,202
Cash at banks 5 613,101,922 325,063,999
--------------- ---------------
613,196,868 325,103,201
d ========= =========
The accompanying notes from 1 to 32 form an integral part of these condensed
consolidated interim financial statements.
Notes to the condensed consolidated financial statements
(In United States dollar)
1. Legal status and business activities
1.1 Dar Global PLC (the "Company") is a public limited company,
limited by shares, incorporated, domiciled, and registered in England and
Wales. The Company operates under a Company Number 14388348 issued by the
registrar of the companies for England and Wales. The majority of shares of
the Company are held by Dar Al Arkan Global Investment LLC ("Major
shareholder") in United Arab Emirates ("UAE") and the Ultimate parent company
of the Major shareholder is Dar Al Arkan Real Estate Development Company,
Kingdom of Saudi Arabia ("KSA").
1.2 The registered address of the Company is located at 19(th)
Floor, 51 Lime Street, London, EC3M 7DQ, United Kingdom.
1.3 These condensed consolidated interim financial statements
("interim financial statements") represent the results of Dar Global PLC and
its subsidiaries (the "Group"), set out in note 1.4.
1.4 The Company has the following subsidiaries over which it has
direct or indirect control:
Name of subsidiary and domicile Percentage of effective holding Percentage of voting rights License / Registration No. Principal activities
Dar Global Properties L.L.C - UAE (Formerly Dar Al Arkan Properties L.L.C) 100% 100% Commercial license no. 791860 Development and sale of real estate.
Dar Global UK Holdings LTD - United Kingdom 100% 100% Company registration no. 13881707 Development and sale of real estate.
(Formerly Dar Al Arkan Global UK Holdings LTD)
Dar Global UK No. 1 LTD - United Kingdom 100% 100% Company registration no. 14751868 Development and sale of real estate.
Dar Global UK No. 2 LTD - United Kingdom 100% 100% Company registration no. 14751750 Development and sale of real estate.
Dar Global UK No. 3 LTD - United Kingdom 100% 100% Company registration no. 14751915 Development and sale of real estate.
Dar Global UK No. 4 LTD - United Kingdom 100% 100% Company registration no. 14385758 General business activities
(Formerly Dar Al Arkan Holding UK LTD)
Dar Al Arkan Spain S.L. - Spain 100% 100% Company registration no. B09896390 Development and sale of real estate.
Dar Benahavis I, S.L. - Spain 100% 100% Company registration no. B72530843 Development and sale of real estate.
Daranavis S.L. - Spain 100% 100% Company registration no. B72530850 Development and sale of real estate.
Dar Tabano, S.L. - Spain 100% 100% Company registration no. B72530835 Development and sale of real estate.
M/s. Prime Real Estate D.o.o Sarajevo - Bosnia 100% 100% Company registration no. 65-01-0672-17 Development and sale of real estate.
M/s. Luxury Real Estate D.o.o. Sarajevo - Bosnia 100% 100% Company registration no. 65-01-0698-17 Development and sale of real estate.
M/s. Dar Al Arkan Property Development D.o.o Sarajevo - Bosnia 100% 100% Company registration no. 65-01-0676-17 Development and sale of real estate.
M/s. Beijing Dar Al Arkan Consulting Co. Ltd. 100% 100% Company registration no. 91110105MA7 EQ79Y9Q Economic and trade consulting, Engineering consulting, business management
consulting, corporate planning, real estate information consulting,
undertaking exhibition activities, advertising design, production, agency and
release, development of real estate, technical consulting and technical
services, computer and graphic design.
Dar Global Luxury Property Development L.L.C S.O.C - UAE (Formerly Aqtab 100% 100% Commercial license no. 997901 Purchase and sale of real estate
Properties L.L.C)
Dar DG Global Properties L.L.C - UAE 100% 100% Commercial license no. 997919 Purchase and sale of real estate
(Formerly Dar Al Arkan International Properties L.L.C)
Dar DG Global Property Development L.L.C - UAE 100% 100% Commercial license no. 997915 Purchase and sale of real estate
(Formerly Dar Al Arkan International Property Development L.L.C)
DG Luxury Property Management L.L.C - UAE 100% 100% Commercial license no. 1274015 Property management services.
Dar Global Real Estate Development LLC OPC - UAE 100% 100% Commercial license no. 59000 Land and real estate purchase and sale, self-owned property management
services, real estate enterprises investment, development, institution and
Management.
Dar Global Property Development SPC - Oman (Formerly Dar Al Arkan Property 100% 100% Commercial license no. 1402786 Real estate development, Construction of buildings (general constructions of
Development SPC) residential and non-residential buildings
Dar Global Luxury SPC - Oman 100% 100% Commercial license no. 1540816 Real estate development
Dar Global Holdings Limited (ADGM) - UAE 100% 100% Commercial license no. 000008662 Proprietary investment company,
(Formerly Dar Al Arkan Holdings Limited) Activities of holding companies, Treasury
planning and operations, Treasury cash
and liquidity management, Treasury
funding and capital markets, Treasury corporate governance,
Treasury bank and
stakeholder relations, Management
services of companies and private
institutions
Dar Global Development Maldives Private LTD 100% 100% Commercial license no. C00212024 Owning, operating and managing tourist hotels and resorts.
Dar DG Global Investment L.L.C - UAE 100% 100% Commercial license no. 1215259 Investment in Commercial Enterprises & Management.
Dar Global Services Limited - UK 100% 100% Commercial license no. 15273295 Business support including marketing activities.
Dar Global Holdings Real Estate Company - KSA (Formerly Dar Al Arkan Global 100% 100% Commercial license no. 1010924907 Development of projects and buying and selling of real estate.
Holdings Real Estate Company)
Dar Global Holdings For Investment - KSA 100% 100% Commercial license no. 1009115608 Development of residential and commercial properties, Buying and selling of
real estate, Management and leasing of owned or rented residential properties
and non residential properties, Real estate brokerage
Dar Global USA LLC - USA 100% 100% Commercial license no. M23000008667 Investment in Commercial Enterprises & Management.
Dar Global Investment LLC - USA 100% 100% File No. Real estate development and investment.
100250498100
Dar Global Holdings LLC - USA 100% 100% File No. Real estate development and investment.
100250318100
Dar Global Centralized Services DMCC - UAE 100% 100% Commercial license no. DMCC198720 Project management services.
Dar Global Greece M.A.E - Greece 100% 100% Commercial license no. 175922001000 Sale of property.
Dar Global Morocco LLC - Morocco 100% 100% Commercial license no. 12673 Acquisition, development and sale of real estate properties, management and
administration of properties
Dar Al Arkan For Real Estate Development W.L.L, Qatar 100% 100% Commercial License No. Real estate development
165584
2 Material accounting policies
2.1 Statement of compliance
The interim financial statements have been prepared in accordance with the
principles of International Accounting Standard (IAS) 34 Interim Financial
Reporting as adopted for use in the UK and the Disclosure Guidance and
Transparency Rules ("the DTR") of the UK's Financial Conduct Authority. They
should be read in in conjunction with the Group's last annual consolidated
financial statements as at and for the year ended 31 December 2024 ('last
annual financial statements'). They do not include all the information
required for a complete set of financial statements prepared in accordance
with IFRS Accounting Standards. However, selected explanatory notes are
included to explain events and transactions that are significant to an
understanding of the changes in the Group's financial position and performance
since the last annual financial statements.
All values are rounded to the nearest unit in United States dollar ("USD")
except where otherwise indicated. Each entity determines its own functional
currency and items included in the financial statements of each entity are
measured using that functional currency.
The interim financial statements have been prepared on a historical cost
basis. Historical cost is generally based on the fair value of the
consideration given in exchange for assets.
2.2 Basis of preparation
Basis of consolidation
The interim financial statements comprise the financial statements of the
Company and the subsidiaries ('the Group'), plus the Group's share of the
results and net assets of its joint ventures.
The financial information contained in these interim results does not
constitute full statutory accounts as defined in section 435 of the Companies
Act 2006. Statutory accounts for the year ended 31 December
2025 have been delivered to the Registrar of Companies. The Auditor reported
on those accounts. Its report was unmodified and did not contain a statement
under section 498(2) or (3) of the Companies Act 2006.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. In assessing control, the Group takes into
consideration potential voting rights. The acquisition date is the date on
which control is transferred to the acquirer. The financial statements of
subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases.
Joint ventures
A joint venture is a contract under which the Group and other parties
undertake an activity or invest in an entity, under joint control. The Group
uses equity accounting for such entities, carrying its investment at cost plus
the movement in the Group's share of net assets after acquisition, less
impairment.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
(except for foreign currency transaction gains or losses) arising from
intragroup transactions, are eliminated. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
Going concern
The Group's forecasts and projections based on the current trends in sales and
development and after taking account of the funds currently held, available
facility including the undrawn facility of USD 71 million at period end (note
16) show that the Company and the Group will be able to operate within the
level of resources.
The Directors have, at the time of approving the interim financial statements,
a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, they continue to adopt
the going concern basis of accounting in preparing these interim financial
statements.
Adoption of new and revised standards
The Group has adopted all relevant amendments to existing standards and
interpretations issued by the International Accounting Standard Board (IASB)
that are effective for the respective financial year / period ends presented,
with no material impact on its consolidated interim results or financial
position.
The Group did not implement the requirements of any other standards or
interpretations that were in issue but were not required to be adopted. No
other standards or interpretations have been issued that are expected to have
a material impact on these interim financial statements except for IFRS 18
where management are assessing the impact (note 3.2).
The preparation of the interim financial statements requires estimates and
assumptions to be made that may affect the amounts reported in the interim
financial statements and accompanying notes. Actual amounts could differ from
the estimates included in the interim financial statements herein. The
preparation of the interim financial statements on the basis set out, requires
the use of certain critical accounting estimates. It also requires judgement
to be exercised in the process of applying the accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are material to the interim financial statements,
are disclosed in note 2.22.
2.3 Fair value measurement
Fair value is 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. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous
market for the asset or liability.
The principal or the most advantageous market must be accessible to by the
Group.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
2.4 Foreign currency
The transactions in currencies other than the Group's presentation currency
are recognised at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated
in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair
value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in the condensed
consolidated statement of profit or loss in the period in which they arise.
In preparing the separate financial information of the individual
subsidiaries, the transactions in currencies other than the subsidiaries
functional currency are recognised at the rates of exchange prevailing at the
dates of the transactions. At the end of each reporting period, monetary items
denominated in foreign currencies are retranslated at the rates prevailing at
that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are retranslated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.
Any gain or loss on translation from functional currency of subsidiaries to
presentation currency of the Group is taken to condensed consolidated
statement of other comprehensive income.
Foreign exchange differences
Exchange differences on monetary items are recognised in condensed
consolidated statement of profit or loss in the period in which they arise
except for exchange differences that relate to assets under construction for
future productive use. These are included in the cost of those assets when
they are regarded as an adjustment to interest costs on foreign currency
borrowings.
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign
currency is determined in that foreign currency and translated at the spot
rate at the end of each reporting period. Financial assets measured at
amortised cost, exchange differences are recognised in the condensed
consolidated statement of profit or loss.
2.5 Property and equipment
Property and equipment is stated at cost less accumulated depreciation and
identified impairment loss, if any. The cost comprise of purchase price,
together with any incidental expense of acquisition.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance
expenses are charged to the condensed consolidated statement of profit or loss
during the financial period in which they are incurred.
Depreciation is spread over its useful lives so as to write off the cost of
property and equipment, using the straight-line method over its useful lives
as follows:
Assets Life years
Leasehold improvements 3-5
Furniture and fixtures 3-5
Computers and office equipment 3-5
No depreciation is charged on land and capital work-in-progress.
When part of an item of property and equipment have different useful lives,
they are accounted for as separate items (major components) of property and
equipment.
The leasehold improvements are being depreciated over the period from when it
became available for use up to the end of the lease term.
The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
The gain or loss arising on the disposal or retirement of an item of property
and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in the condensed
consolidated statement of profit or loss.
2.6 Leases
Leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
- Leases of low value assets; and
- Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also
includes:
· amounts expected to be payable under any residual value
guarantee;
· the exercise price of any purchase option granted in favour of
the group if it is reasonably certain to assess that option;
· any penalties payable for terminating the lease, if the term of
the lease has been estimated based on termination option being exercised.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
· lease payments made at or before commencement of the lease;
· initial direct costs incurred; and
· the amount of any provision recognised where the group is
contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
2.7 Development properties
Properties acquired, constructed or in the course of
construction for sale in the ordinary course of business are classified as
development properties and are stated at the lower of cost or net realisable
value. Cost includes cost of acquisition of land, cost of construction
including planning and design cost, commission, borrowing costs, employee
costs, cost of acquiring development rights and other direct costs
attributable to the development.
Certain portion of land plots, on which the Group's projects are located, is
acquired with minimal upfront cash contributions and certain variable
consideration based on the percentage of profit. The entire projects are
controlled and managed by the Group, which includes development, marketing,
collections etc. On initial recognition these properties are recognised at the
fair value of the consideration payable computed based on a deferred payment
plan as defined in the sale and purchase agreement ("SPA").
Net realisable value is the estimated selling price in
the ordinary course of business, based on market prices at the reporting date
and discounted for the time value of money, if material, less costs to
completion and the estimated costs of sale.
The management reviews the carrying values of the
development properties on each reporting date.
2.8 Advances from customers
Advances received from customers include instalments received from customers
for properties sold either before the revenue recognition criteria have been
met or in excess of the project's stage of completion. These funds are later
recognised in the condensed consolidated statement of profit or loss once the
revenue recognition criteria are satisfied. Additionally, advances from
customers may be derecognised from the books when either the customer or the
Group terminates the contract.
2.9 Asset acquisition
If the Group acquires an asset or a group of assets (including any liabilities
assumed) that does not constitute a business, then the transaction is outside
the scope of IFRS 3 because it cannot meet the definition of a business
combination. Such transactions are accounted for as asset acquisitions in
which the cost of acquisition is generally allocated between the individual
identifiable assets and liabilities in the Group based on their relative fair
values at the date of acquisition. They do not give rise to goodwill or a gain
on a bargain purchase.
The measurement and allocation of cost in an asset acquisition are completed
at the date of recognition of the assets acquired and liabilities assumed, if
there are any.
2.10 Impairment of non-financial assets
Non-financial assets of the Group mainly include development properties,
advances to suppliers and contractors, right-of-use assets and property and
equipment. At the end of each reporting period, the Group reviews the carrying
amounts of its non-financial assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Where it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash-generating unit
to which the asset belongs. Where a reasonable and consistent basis of
allocation can be identified, corporate assets are also allocated to
individual cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in the condensed consolidated statement of profit or
loss.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in the condensed
consolidated statement of profit or loss.
2.11 Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the instrument.
2.12 Financial assets
Classification
The Group classifies its financial assets at amortised cost.
Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus transaction costs that are directly attributable to the acquisition of
the financial asset.
Financial assets comprise cash and cash equivalents, trade and unbilled
receivables, advances, deposits and other receivables, due from related
parties and escrow retentions.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Trade and other receivables (including due from related parties)
Receivable balances that are held to collect are subsequently measured at the
lower of amortised cost or the present value of estimated future cash flows.
The present value of estimated future cash flows is determined through the use
of value adjustments for uncollectible amounts. The Group assesses on a
forward-looking basis the expected credit losses associated with its
receivables and adjusts the value to the expected collectible amounts.
Receivables are written off when they are deemed uncollectible because of
bankruptcy or other forms of receivership of the debtors. The assessment of
expected credit losses on receivables takes into account credit-risk
concentration, collective debt risk based on average historical losses,
specific circumstances such as serious adverse economic conditions in a
specific country or region and other forward-looking information.
For trade receivable, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire; or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
Group. If the Group neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the
Group recognises its retained interest in the asset and an associated
liability for the amounts, it may have to pay. If the Group retains
substantially all the risks and rewards of ownership of a transferred
financial asset, the Group continues to recognise the financial asset.
2.13 Financial liabilities
Financial liabilities are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial
liability. All financial liabilities are recognised initially at fair value
and, in the case of loans, borrowings and payables, net of directly
attributable transaction costs.
The Group's financial liabilities include trade and other payables, loans and
borrowings, retention payable, development property liabilities, advance from
customers and due to related parties.
Trade and other payables
Trade payable are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities. Accounts and other payables are
recognised initially at fair value and subsequently are measured at amortised
cost using effective interest method.
Loans and borrowings
Term loans are initially recognised at the fair value of the consideration
received less directly attributable transaction costs. After initial
recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate method. Gains and losses
are recognised in the condensed consolidated income statement when the
liabilities are derecognised as well as through the amortisation process.
Development property liabilities
Development property liabilities represents the amount payable for the
acquisition of development properties on a deferred payment plan basis
including variable consideration. Initially, these amounts are stated at the
fair value of the consideration payable. Subsequently, at each reporting date
the development property liabilities are measured at amortised cost.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire. When an existing
financial liability is replaced by another, from the same lender on
substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
the condensed consolidated statement of profit or loss.
2.14 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the
condensed consolidated statement of financial position, when there is a
legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realize the asset and settle the
liability simultaneously.
2.15 Revenue recognition
Revenue from contracts with customers
The Group recognises revenue from contracts with customers based on a
five-step model as set out in IFRS 15 Revenue from contracts with customers.
Step 1. Identify the contract(s) with a customer: A contract is defined as
an agreement between two or more parties that creates enforceable rights and
obligations and sets out the criteria for every contract that must be met.
This is evidenced by issuance of signed Sale and Purchase Agreement ("SPA") to
the customer and meeting specified threshold of project completion and
collection from the customers.
Step 2. Identify the performance obligations in the contract: A performance
obligation is a promise in a contract with a customer to transfer a good or
service to the customer. The performance obligation for the Group is to
deliver the constructed property to the customers along with the ancillary
rights such as the right to use amenities and other related infrastructure
facilities available. Accordingly, one performance obligation has been
identified for each unit to be sold. The group assesses its revenue
arrangements against specific criteria to determine if it is acting as
principal or agent. The Group has concluded that it is acting as a principal
in all of its revenue arrangements.
Step 3. Determine the transaction price: The transaction price is the
amount of consideration to which the Group expects to be entitled in exchange
for delivering the property to its customers. The agreed transaction price is
a part of signed SPA issued to each customer. Revenue excludes taxes and duty,
and includes an adjustment for a significant financing component ("SFC") as
the payment plan for the projects extends beyond twelve months from the
reporting period. No adjustment has been made for variable consideration as
the group does not have any contracts with variable consideration.
Step 4. Allocate the transaction price to the performance obligations in
the contract: The Group allocates the transaction price to each unit sold,
consistent with the performance obligation identified in Step 2.
Step 5. Recognise revenue when (or as) the entity satisfies a performance
obligation.
The Group satisfies a performance obligation and recognises revenue over time,
if one of the following criteria is met:
1. The customer simultaneously receives and consumes the
benefits provided by the Group's performance as the Group performs; or
2. The Group's performance creates or enhances an asset
that the customer controls as the asset is created or enhanced; or
3. The Group's performance does not create an asset with
an alternative use to the Group and the entity has an enforceable right to
payment for performance completed to date.
The Group determines the satisfaction of performance obligation separately for
each of its contracts and recognise revenue accordingly.
For performance obligations where one of the above conditions are not met,
revenue is recognised at the point in time at which the performance obligation
is satisfied.
Under the terms of the contracts in the UAE, Oman, KSA and Qatar, the Group is
contractually restricted from redirecting the properties to another customer
and has an enforceable right to payment for work done. Therefore, revenue from
construction of residential properties in the UAE, Oman, KSA and Qatar is
recognised over time on an input/cost-to-cost method, i.e. based on the
proportion of contract costs incurred for work performed to date relative to
the estimated total contract costs. The Group considers that this input method
is an appropriate measure of the
progress towards complete satisfaction of the performance obligation under
IFRS 15. In respect of the Group's contracts for development of residential
properties in the United Kingdom, the Group has assessed that the criteria for
recording revenue over time is not met and transfer of control happens only at
the time of handover of completed units to the customers and accordingly the
revenue is recognised at the point in time at which the performance obligation
is
satisfied.
When the Group satisfies a performance obligation by delivering the promised
goods or services it creates a contract asset based on the amount of
consideration earned by the performance. Where the amount of consideration
received from a customer exceeds the amount of revenue recognized this gives
rise to a contract liability.
Project management service
The Group provides advisory and assisting services relating to management of
construction of properties under long term contracts with customers. The
revenue is measured based on the consideration from customers to which the
Group expects to be entitled in a contract with a customer in an amount that
corresponds directly with the value to the customer of the Group's performance
completed to date.
2.15 Cost of revenue
Cost of revenue represent cost for purchase of land, construction costs,
consultant costs, utilities cost, and other related direct costs recognised in
condensed consolidated statement of profit or loss on percentage of completion
or point in time as applicable.
2.16 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale. Borrowing costs consist of
interest and other costs that the Group incurs in connection with the
borrowing of funds. All other borrowing costs are recognised in the condensed
consolidated statement of profit or loss in the period in which they are
incurred.
2.17 Escrow accounts
Escrow accounts represent bank accounts where money is held with the bank,
acting as an escrow agent, and available for use only if all the
pre-determined conditions are fulfilled. The funds paid by customers for their
apartments in off-plan sales are required to be deposited into escrow accounts
held by banks accredited by the local governing bodies.
For Escrow retention, in line with UAE and KSA laws, an escrow agent must
retain five per cent of the total value of each escrow account once the
developer obtains the building completion certificate to ensure coverage of
defects in the property post-handover. The retained amount will be released to
the developer one year from the registration of the residential units in the
name of purchasers of such units.
2.18 Equity and reserves
Share capital represents the nominal value of shares that have been issued.
Share premium represents the excess consideration received over the nominal
value of share capital upon the sale of shares, less any incidental costs of
issue.
The retained earnings represent distributable reserves.
The foreign currency translation reserve is used to record exchange difference
arising from translation of the financial statements of foreign subsidiaries,
associates and joint ventures.
2.19 Taxation
The tax charge represents the sum of the tax currently payable and deferred
tax.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable
income or loss for the period and any adjustment to the tax payable or
receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes, if any. It is
measured using tax rates enacted or substantively enacted at the reporting
date. Current tax also includes any tax arising from dividends.
Deferred tax
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 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 not recognised
for:
- temporary differences on the initial recognition of assets or
liabilities in a transaction that:
a) is not a business combination; and
b) at the time of the transaction (i) affects neither accounting nor taxable
profit or loss and (ii) does not give rise to equal taxable and deductible
temporary differences;
- temporary differences related to investments in subsidiaries,
associates and joint arrangements to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is
probable that they will not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of
goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that
future taxable profits will be available against which they can be used.
Future taxable profits are determined based on the reversal of relevant
taxable temporary differences. If the amount of taxable temporary differences
is insufficient to recognise a deferred tax asset in full, then future taxable
profits, adjusted for reversals of existing temporary differences, are
considered, based on the business plans for individual subsidiaries in the
Group. 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; such reductions are reversed when the probability of future
taxable profits improves.
The measurement of deferred tax reflects the tax consequences that would
follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are
met.
2.20 Statutory reserve
According to Article 103 of the UAE Federal Law No. (32) of 2021, 5% of annual
net profits after NCI are allocated to the statutory reserve for the entities
registered in UAE. The transfers to the statutory reserve may be suspended
when the reserve reaches 50% of the paid-up capital.
2.21 Significant accounting judgements, estimates and assumptions
In the application of the Group's accounting policies, which are described in
policy notes, the management are required to make judgements, estimates and
assumptions that affect the application of the Group's accounting policies and
reported amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from
these estimates.
2.22 Significant accounting judgements, estimates and assumptions
The 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 if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
The significant judgments and estimates made by management, that have a
significant risk of causing a material adjustment to the amounts recognised in
the interim financial statements within the next financial year are described
below.
Critical judgements in applying accounting policies
In the process of applying the Group's accounting policies, which are
described above, and due to the nature of operations, management makes the
following judgment that has the most significant effect on the amounts
recognised in the interim financial statements.
Identifying a contract
The group assesses for each development and for each customer the point in
time at which a contract exists. This requires assessing the point in each
development where there is certainty that it will continue to completion
subject to certain thresholds i.e. development stages ranging from 20% to 30%,
depending on the geography and associated project risks. Additionally, the
Group assesses the point in time at which consideration from the customer is
probable, typically being receipt of 20% of the consideration together with
the legal requirements of the sale and purchase agreement and the continuing
trend of collections indicating the likelihood receipt of future instalment
payments due.
Recognition of revenue over time or at point in time
The Group is required to assess each of its contracts with customers to
determine whether performance obligations are satisfied over time or at a
point in time in order to determine the appropriate method of recognising
revenue.
The Group has assessed that based on the sale and purchase agreements entered
into with customers for sale of property under development in the UAE, Oman,
KSA and Qatar, as well as the relevant laws and regulations, that it does not
create an asset with an alternative use to the Group and has an enforceable
right to payment for performance completed to date. In these circumstances the
Group recognises revenue over time.
However, for contracts relating to sale of property under development in the
United Kingdom where the above is not applicable, the Group recognises revenue
at a point in time. In recognising revenue at a point in time, the Group
considers the point in time at which the customer obtains control of the
asset.
Measurement of progress when revenue is recognised over time
The Group has elected to apply the input method to measure the progress of
performance obligations where revenue is recognised over time. The Group
considers that the use of the input method which requires revenue recognition
on the basis of the Group's efforts to the satisfaction of the performance
obligation provides the best reference of revenue actually earned. In applying
the input method, the Group estimates the cost to complete the projects in
order to determine the amount of revenue to be recognised.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting date, that have a significant risk of causing a
material adjustment to the amounts recognised in the interim financial
statements within the next financial year, are discussed below.
Significant financing component
In jurisdictions where the Group recognises revenue over time, unbilled
revenue for customers with expected collections beyond one year is discounted
at the prevailing market interest rate. The transaction price for these
contracts is adjusted using the rate that would have been applied if a
separate financing agreement had been made between the Group and the customer
at the contract's inception, usually matching the market rate at that time.
The Group has used discount rates ranging from 7% to 8.5%.
In jurisdictions where the Group acquires development properties on a deferred
payment plan with expected payments beyond one year are discounted at the
Group's incremental borrowing rate. The transaction price for these
acquisitions is adjusted using the borrowing rate, typically the rate that
would have been applied if a separate financing agreement had been made
between the Group and the seller at the contract's inception. The Group has
used discount rates ranging from 6% to 8.5%.
Cost to complete the projects
The Group estimates the cost to complete the projects in order to determine
the cost attributable to revenue being recognised. These estimates include the
cost of providing infrastructure, potential claims by contractors as evaluated
by the project consultant and the cost of meeting other contractual
obligations to the customers.
The Group has conducted sensitivity analysis on the total budgeted cost for
its ongoing projects eligible for revenue recognition. Based on sensitivity
analysis, a 5% increase in total budgeted cost will lead to 20% decrease in
gross revenue, whilst a decrease in total budgeted cost by 5% will lead to 19%
increase in gross revenue.
The Group has entered into arrangements to acquire land where there is a
development profit share element to the acquisition price as contingent
consideration. The Group estimates the contingent consideration payable to the
seller. In order to determine the contingent consideration, the Group
estimates the total sales price, the total cost of development properties
including potential claims by contractors and the estimated cost of meeting
other contractual obligations.
The overall profitability of the projects can be affected due to change in
total budgeted cost. These fluctuations in profit will, in turn, have an
impact on the contingent consideration payable. Since the contingent
consideration is tied to the profitability of the projects, any significant
changes in the budgeted costs will directly influence the amount of contingent
consideration owed.
3 New standards and amendments
3.1 New standards and amendments applicable for 2025
The following standards and amendments apply for the first time to the
financial reporting periods commencing on or after January 1, 2025.
- Lack of Exchangeability - Amendments to IAS 21
The management believes that the adoption of the above amendments effective
for the current accounting period has not had any material impact on the
recognition, measurement, presentation, and disclosure of items in the interim
financial statements.
3.2 New standards and amendments issued but not effective for
the current year
The following standards and interpretations had been issued but not yet
mandatory for annual periods beginning after January 1, 2025.
Description Effective for annual periods beginning on or after
Classification and Measurement of Financial Instruments - Amendments to IFRS 9 January 1, 2026
and IFRS 7
Annual Improvement to IFRS Accounting Standards - Volume 11
January 1, 2026
IFRS 18 Presentation and Disclosure in Financial Statements* January 1, 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures January 1, 2027
Sale or Contribution of Assets between an investor and its Associate or Joint Effective date
Venture - IFRS 10 and IAS 28
deferred indefinitely
* The IASB issued IFRS 18 Presentation and Disclosure in Financial Statements
in April 2024. IFRS 18 aims to improve how companies communicate in their
financial statements, with a focus on information about financial performance
in the statement of profit or loss. IFRS 18 is accompanied by limited
amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is
effective from January 1, 2027. IFRS 18 replaces IAS 1 Presentation of
Financial Statements and will affect the presentation and disclosure of
financial performance in the Group's interim financial statements when
adopted.
The adoption of these new standards will have no material impact on the
interim financial statements in the period of initial application, except for
IFRS 18 where management are assessing the impact.
4 Segment Information
Management monitors the operating results of its business segments separately
for the purpose of making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on operating profit or loss
and is measured consistently with operating profit or loss in the interim
financial statements. The only segment is real estate development,
accordingly, the component parts of the revenue, profits or assets as
disclosed in the notes to the interim financial statement pertain to this
segment.
Business segment
The only business segment is Real estate development which represents 100% of
the revenue and total assets.
Geographic segments
The following tables include revenue and other segment information for the
period ended June 30, 2025 and June 30, 2024. Certain assets information for
geographic segments is presented as at June 30, 2025 and December 31, 2024.
The Group has divided its operations into two categories i.e. Domestic (UK)
and International (all other countries where Group has its operations)
Domestic International
USD USD
For the six months ended on 30 June 2025 (unaudited):
Revenue 5,099,093 150,296,359
(Loss) / Profit for the period (1,419,096) 13,631,143
For the six months ended on 30 June 2024 (unaudited):
Revenue - 44,454,982
Loss for the period (3,066,449) (9,765,960)
As at 30 June 2025 (unaudited)
Total assets 33,331,678 1,784,268,121
Total liabilities 280,818,516 1,041,295,483
As at 31 December 2024
Total assets 29,179,639 1,412,240,315
Total liabilities 235,150,383 727,816,082
a) The major geographical areas of total assets and revenue under
"International" sub-segment are given below:
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Total assets
United Arab Emirates 1,154,199,878 959,149,463
Qatar 114,651,821 99,514,428
Oman 160,022,945 145,792,264
KSA 240,383,003 117,930,811
Other countries 115,010,474 89,853,349
----------------- -----------------
1,784,268,121 1,412,240,315
========== ==========
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Revenue
United Arab Emirates 36,416,568 44,454,982
Qatar 7,642,502 -
Oman 2,893,361 -
KSA 103,343,928 -
--------------- ---------------
150,296,359 44,454,982
========= =========
5 Cash and cash equivalents
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Cash in hand 94,946 81,076
Cash at bank
- Current accounts 3,162,936 32,606,307
- Escrow retention accounts (note (a) below) 21,460,203 10,774,653
- Escrow accounts (note (b) below) 522,221,435 260,680,858
- Demand deposit (note (c) below) 87,717,551 120,257,164
---------------- ----------------
634,657,071 424,400,058
Less: Escrow retention accounts (note 9) (21,460,203) (10,774,653)
---------------- ----------------
613,196,868 413,625,405
========= =========
a) The above represents escrow retention accounts maintained with
commercial banks in accordance with the local laws issued by the governing
body in UAE and KSA. The retention balances shall be released after one year
from the completion of the project and therefore do not meet cash and cash
equivalents criteria and are therefore presented separately as escrow
retentions.
b) The above represents Escrow accounts maintained with commercial banks
in accordance with the local laws issued by the governing body of the
respective countries. These escrow accounts can be used for making payments
directly related to the projects subject to the regulations. The significant
increase in the balances during the period is mainly due to collections from
customers as per the payment plan.
c) The above represents a deposit held with one of its related parties
(refer to note 17), a financial services company in KSA, for a period of one
to three years at an interest rate of 7.80% per annum. This deposit is
repayable on demand without any penalty on early maturity.
Management has concluded that the Expected Credit Loss (ECL) for all bank
balances is immaterial as these balances are held with banks/financial
institutions whose credit risk rating by international rating agencies has
been assessed as low.
6 Trade and unbilled receivables
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Unbilled receivables (note (a) below) 264,495,891 244,363,889
Trade receivables 44,890,533 32,974,917
---------------- ----------------
309,386,424 277,338,806
Less: Provision for impairment on trade receivables - -
---------------- ----------------
Net receivables 309,386,424 277,338,806
========= =========
Not more than 12 months 219,401,529 174,545,102
More than 12 months 89,984,895 102,793,704
---------------- ----------------
309,386,424 277,338,806
========= =========
a) Unbilled receivables are contract assets which relate to
the Group's right to receive consideration for work completed but not billed
as at the reporting date. These are transferred to trade receivables when
invoiced as per milestones agreed in contracts with the customers.
b) At reporting date, the ageing analysis of net trade and
unbilled receivables is as follows:
As at June As At December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Current (Not past due) 264,495,891 244,363,889
Not more than 90 days 29,105,156 21,034,872
Between 91 to 180 days 6,282,830 4,450,299
Between 181 to 360 days 3,014,501 2,695,093
More than 360 days 6,488,046 4,794,653
---------------- ---------------
Total 309,386,424 277,338,806
========= =========
7 Advances, deposits and other receivables
As at June As at December
30,2025 31,2024
---------------- ----------------
(Unaudited)
Prepayments (note (a) below) 101,419,463 57,360,824
Advances to suppliers and contractors 31,575,105 47,211,940
Margin deposit (note (b) below) 10,610,339 3,546,942
Other deposits (note (c) below) 6,404,465 6,296,603
Other receivables 2,782,293 2,710,003
VAT receivable 6,665,887 2,648,275
--------------- --------------
159,457,552 119,774,587
========= ========
Not more than 12 months 148,847,213 116,227,645
More than 12 months 10,610,339 3,546,942
-------------- --------------
159,457,552 119,774,587
======== ========
a) The above mainly includes incremental cost of obtaining a
contract such as sales commission paid to brokers and employees for the sale
of properties, amounting to USD 96,852,158 (2024: USD 50,590,518) and will be
amortised consistent with the pattern of revenue in the future.
b) The above represents margin deposits held with banks
against project guarantee (refer to note 28). The credit risk on these
deposits is limited because the counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
c) The above mainly includes a deposit of USD 5,043,187 (AED
18,521,104) (2024: USD 5,043,187) with Dubai Land Department related to escrow
retentions for one of the projects in UAE. The credit risk on this deposit is
low because the counterparty is a government body.
8 Development properties
As at June As at December
30, 2025 31,2024
--------------- ---------------
(Unaudited)
Balance at the beginning of the period 586,415,420 216,931,211
Additions during the period / year 186,959,143 454,350,102
Recognised as part of asset acquisition - 67,240,828
Reclass from property and equipment (note 10) - 839,932
Cost of revenue (103,799,550) (152,946,653)
--------------- ---------------
Balance at the end of the period / year 669,575,013 586,415,420
========= =========
Properties acquired, constructed or in the course of construction for sale in
the ordinary course of business are classified as development properties and
include the costs of:
· Freehold and leasehold rights for land;
· Amounts paid to contractors for construction including the cost
of construction of infrastructure; and
· Planning and design costs, costs of site preparation,
professional fees for legal services, property transfer taxes, borrowing
costs, employee costs, cost of acquiring development rights construction
overheads and other related costs.
Common overhead cost (directly attributable to the projects) is allocated to
various projects and forms part of the estimated cost to complete a project in
order to determine the cost attributable to revenue being recognised.
The Group assesses the net realisable value of development properties for
impairment on each reporting date and the management believes that the net
realisable value of above development properties is higher than their carrying
value as on the reporting date.
Development properties in the UAE, Qatar, and Oman include land acquired with
minimal upfront cash contributions and variable consideration, while in KSA,
the land is acquired with minimal upfront cash contributions only. On initial
recognition these properties have been recognised at the fair value of the
consideration payable computed based on a deferred payment plan as defined in
the sale and purchase agreement ("SPA") (note 15). Under this arrangement, the
variable contribution from the development profits is as follows: 50% for
lands in the UAE, 30% for land in Qatar, and 20% for land in Oman.
Development properties include an amount of USD 113,785,025 (December 2024:
USD 113,785,025) which is registered as primary mortgage in the favour of
commercial bank in the UAE and United Kingdom against borrowings (note 16).
The development properties are located in UAE, United Kingdom, Spain, Bosnia,
Oman, Qatar and KSA.
9 Escrow retentions
As at June As at December
30, 2025 31,2024
---------------- ----------------
(Unaudited)
More than 12 months 21,460,203 10,774,653
======== ========
10 Property and equipment
Land Leasehold improvements Furniture and fixtures Computers and office equipment Capital work-in-progress Total
Cost
As at January 1, 2024 - 1,645,946 1,432,920 2,547,863 908,615 6,535,344
Additions* 16,294,400 95,347 47,701 1,711,642 - 18,149,090
Recognised as part of asset acquisition - 1,364,725 5,240 87,489 - 1,457,454
Transfer from Capital work-in-progress - - - 68,683 (68,683) -
Reclass to development properties - - - - (839,932) (839,932)
Disposal - - (192,166) (279,125) - (471,291)
Translation adjustments (303,821) (6,676) (23,676) (8,262) - (342,435)
-------------- ------------ ------------ ------------ ------------ -------------
As at December 31, 2024 15,990,579 3,099,342 1,270,019 4,128,290 - 24,488,230
-------------- ------------ ------------ ------------ ----------- -------------
As at January 1, 2025 15,990,579 3,099,342 1,270,019 4,128,290 - 24,488,230
Additions - 962,996 163,986 1,371,496 1,132,506 3,630,984
Translation adjustments 303,821 24,464 85,298 27,334 - 440,917
------------- ------------ ------------ ------------ ------------ -------------
As at June 30, 2025 (unaudited) 16,294,400 4,086,802 1,519,303 5,527,120 1,132,506 28,560,131
------------- ------------ ------------ ------------ ----------- -------------
Accumulated depreciation
As at January 1, 2024 - 192,693 273,881 532,721 - 999,295
Charge for the year - 715,587 358,293 948,308 - 2,022,188
Disposal - - (190,004) (220,905) (410,909)
Translation adjustments - (4,880) (7,145) (7,982) - (20,007)
---- ---------- ---------- ------------ ------------ ------------
As at December 31, 2024 - 903,400 435,025 1,252,142 - 2,590,567
---- ---------- ---------- ------------ ------------ ------------
As at January 1, 2025 - 903,400 435,025 1,252,142 - 2,590,567
Charge for the period - 604,662 144,843 728,991 - 1,478,496
Translation adjustments 21,749 24,535 4,334 - 50,618
---- ---------- ---------- ---------- ------------ ------------
As at June 30, 2025 - 1,529,811 604,403 1,985,467 - 4,119,681
---- ---------- ---------- ---------- ------------ ------------
Carrying value as
As at June 30, 2025 (unaudited) 16,294,400 2,556,991 914,900 3,541,653 1,132,506 24,440,450
======== ======= ====== ======= ======= ========
As at December 31, 2024 15,990,579 2,195,942 834,994 2,876,148 - 21,897,663
======== ======= ====== ======= ======= ========
* The addition in land during the previous year pertains to the acquisition of
land in the Maldives, along with associated costs. The Group's intention is to
develop and operate a branded hotel on this newly acquired land.
11 Right-of-use assets and lease liabilities
The Group primarily leased office spaces, with lease term spanning from 3 to 7
years. The carrying amounts of the Group's right-of-use assets and lease
liabilities and the movements during the period/ year:
Right-of-use assets As at June As at December
30, 2025 31,2024
---------------- ----------------
(Unaudited)
Balance at the beginning of the period / year 4,133,177 5,538,638
Additions during the period / year* 2,424,500 -
Recognised as part of asset acquisition - 1,175,633
Depreciation charge for the period / year (1,370,662) (2,508,060)
Translation adjustments 82,291 (73,034)
-------------- --------------
Balance at the end of the period / year 5,269,306 4,133,177
======== ========
Lease liabilities As at June As at December
30, 2025 31,2024
---------------- ----------------
(Unaudited)
Balance at the beginning of the period / year 4,114,862 5,944,562
Additions during the period / year 2,424,500 -
Recognised as part of asset acquisition - 1,217,570
Interest expense for the period / year 173,933 314,936
Payments for the period / year (928,191) (3,246,799)
Translation adjustments (489,409) (115,407)
------------ ------------
Balance at the end of the period / year 5,295,695 4,114,862
======= =======
Not more than 12 months 2,259,497 2,797,673
More than 12 months 3,036,198 1,317,189
------------ ------------
5,295,695 4,114,862
======= =======
* This pertains to office space leased in United States of America.
12 Trade and other payables
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Trade payables 5,606,747 8,902,807
Accruals (refer to (i) below) 89,005,803 76,112,307
-------------- --------------
94,612,550 85,015,114
======== ========
Not more than 12 months 94,612,550 85,015,114
======== ========
i. This mainly includes accruals for project related expenses and sales
commission.
13 Advances from customers
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Balance at the beginning of the period / year 180,027,547 57,523,290
Additions during the year 425,720,552 264,960,422
Revenue recognised during the period / year (121,471,749) (180,098,407)
Recognised as part of asset acquisition - 37,642,242
--------------- ---------------
Balance at the end of the period / year 484,276,350 180,027,547
========= =========
The above represent contractual liabilities arising
from the property sales agreement with the customers including advance
consideration received from them.
The aggregate amount of the sale price allocated to the performance
obligations of the Group that are fully or partially unsatisfied as at 30 June
2025 is USD 276,561,483 (2024: USD 219,557,394). The Group expects to
recognise these unsatisfied performance obligations as revenue over a period
of 1 to 5 years.
14 Retention payable
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Retention payable for construction works - not more than 12 months 973,463 4,811,952
Retention payable for construction works - more than 12 months 13,462,925 4,818,095
-------------- ------------
14,436,388 9,630,047
======== =======
15 Development property liabilities
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Balance at the beginning of the period/ year 254,747,426 78,631,324
Additions during the period / year 24,631,684 172,348,724
Interest on unwinding of discount 8,417,763 10,822,408
Payments for the period / year (19,313,654) (7,055,030)
--------------- --------------
Balance at the end of the period/ year 268,483,219 254,747,426
========= ========
Not more than 12 months 137,972,278 135,545,451
More than 12 months 130,510,941 119,201,975
--------------- --------------
268,483,219 254,747,426
========= ========
The above represents amount payable for the land acquired. These liabilities
are secured against development properties (note 8). The properties have been
purchased on a deferred payment plan with the final instalment due on the
completion of the projects. The above liabilities have been discounted at a
rate of 6% to 8.5%.
16 Bank borrowings
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Balance at the beginning of the period / year 208,809,790 128,019,785
Add: Drawdown during the period / year 456,627 147,882,072
Less: Repayments during the period / year (21,454,504) (67,092,067)
Translation adjustment 936,000 -
--------------- ----------------
Total borrowings 188,747,913 208,809,790
Less: Unamortised cost (2,390,561) (3,316,765)
--------------- ---------------
186,357,352 205,493,025
========= =========
Bank borrowings maturity profile: As at June As at December
30, 2025 31,2024
---------------- ----------------
(Unaudited)
Not more than 12 months 27,482,707 16,337,646
More than 12 months 158,874,645 189,155,379
-------------- --------------
186,357,352 205,493,025
======== ========
The Group has following secured interest-bearing borrowings:
(i) During the year, the Group has obtained financing facility of
USD 44,213,600 (OMR 17,000,000) from a commercial bank in Oman. This facility
carries interest at 6.60% per annum for the period of first anniversary from
the utilisation date. Thereafter, the interest rate will be revised to the
Central Bank of Oman's base rate plus a margin of 2.3% per annum. This
facility is repayable by December 2028.
During the year, the Group has drawn down USD 455,455 (OMR 175,121). The
amount of undrawn facility as at 30 June 2025 is USD 43,758,145 (OMR
16,824,879).
(ii) On 28 May 2025, the Group has obtained financing facility of
USD 18,511,280 (EUR 15,800,000) from a commercial bank in Spain. This facility
carries interest at 12 months EURIBOR rate plus 2.65% per annum and is
repayable by May 2030.
During the year, the Group has drew down USD 1,172 (EUR 1,000). The amount of
undrawn facility as at 30 June 2025 is USD 18,510,108 (EUR 15,799,000).
(iii) On 17 May 2024, the Group obtained financing facility of USD
18,278,306 (GBP 14,547,000) from a commercial bank in London. This facility
carries interest at SONIA rate plus 2.25% per annum and is repayable by May
2026.
During the year, the Group has not drawn down on its available facility. The
amount of undrawn facility as at 30 June 2025 is USD 8,809,057 (GBP
6,422,000).
(iv) On 26 May 2023, the Group obtained financing facility of USD
204,220,558 (AED 750,000,000) from a commercial bank in UAE. The facility is
repayable in half-yearly instalments, with the final payment due at maturity
in May 2027. The facility carries an interest rate of 3 months EIBOR plus
2.30% per annum.
During the year, the Group has not drawn down anything from this facility.
(v) During the year 2022, the Group entered into a financing facility
with a commercial bank in UAE for an amount of USD 87,134,105 (AED
320,000,000). This facility carries interest at 3 months EIBOR plus 2.55% per
annum and is repayable by November 2027.
During the year, the Group has not drawn down on its available facility.
The Group has provided the following security arrangements in relation to
above-mentioned borrowings:
- Loans (i), (ii), and (iii) are secured against project receivables and
development properties located in their respective jurisdictions.
- Loan (iv) is secured by receivables from certain UAE-based projects,
along with a corporate guarantee provided by the Ultimate parent company of
the Major shareholder.
- Loan (v) is secured by development property in the UAE, along with a
corporate guarantee provided by the Ultimate parent company of the Major
shareholder.
17 Related party transactions
The Group enters into transactions with other entities that fall within the
definition of a related party as contained in IAS 24, Related party
disclosures. Related parties comprise entities under common ownership and/or
common management and control; their partners and key management personnel.
a) Due from related parties
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Entity under common control
Compass Project For Contracting LLC, UAE 2,760,000 1,600,000
Quara Holding, UAE 3,834,701 15
Al Tilal Housing Company, KSA 405,275 -
------------- -------------
6,999,976 1,600,015
======== ========
These balances are unsecured, interest free and are repayable on demand.
b) Loan from a related party
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Major shareholder
Dar Al Arkan Global Investment LLC, UAE 256,870,339 219,706,697
========= =========
Movement for the year:
Opening 226,576,921 -
Add: Drawdown during the year 36,258,390 226,576,921
Less: Repayments during the year (208,839) -
-------------- --------------
Total Borrowings 262,626,472 226,576,921
Less:- Unamortised cost (5,756,133) (6,870,224)
--------------- ---------------
256,870,339 219,706,697
========= =========
On 1 September 2024, the Group secured a financing facility of USD 325,000,000
from its Major shareholder. This facility is unsecured and carries interest at
EIBOR/SOFR plus 2.95% per annum and is repayable by January 2028.
During the year, the Group has drawn USD 36,258,390 (2024: USD 226,576,921).
During the year, the Group repaid an amount of USD 208,839. The amount of
undrawn facility as at 30 June 2025 stands at USD 62,164,689.
c) Due to related parties
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Major shareholder
Dar Al Arkan Global Investment LLC, UAE 10,441,976 2,804,659
Ultimate parent company of major shareholder
Dar Al Arkan Real Estate Development Company, KSA 71,884 56,361
------------ ------------
10,513,860 2,861,020
======= =======
These balances are unsecured, interest free and are repayable on demand.
d) Transactions with key management personnel
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Short term benefits 1,711,507 1,395,173
Employees' end-of-service benefits 362,254 249,341
Board of directors' fees 395,653 546,589
------------ ------------
2,469,414 2,191,103
======= =======
e) Other related party transactions
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Loan (repayment) / received
Major shareholder 36,258,390 -
Major shareholder (208,839) -
Inter-group transactions
Entity under common control of Ultimate parent company of Major shareholder - 1,302,757
Major shareholder - (159,249)
Deposit (withdrawn) / addition
Entity under common control (5,288,497) 32,152,910
Unamortised cost related to loan
Major shareholder (7,762,859) -
Revenue
Entity under common control of Ultimate parent company of Major shareholder 4,800,000 -
Other income
Entity under common control of Ultimate parent company of Major shareholder 5,682,557 -
Entity under common control of Ultimate parent company of Major shareholder 352,413 -
Development property costs - Contractor payments
Entity under common control of Ultimate parent company of Major shareholder 17,074,378 -
As at June As at June
30,2025 30, 2024
---------------- ----------------
(Unaudited) (Unaudited)
Deferred sales commission
Entity under common control of Ultimate parent company of Major shareholder 283,690 -
Entity under common control of Ultimate parent company of Major shareholder 473,864 -
General and administrative expenses
Entity under common control of Ultimate parent company of Major shareholder 32,252 -
Entity under common control of Ultimate parent company of Major shareholder 293,333 -
During 2023, the Group entered into a revolving credit agreement of USD 200
million with the Ultimate parent company of the Major shareholder to
finance the general corporate purposes of the Group. The amount is fully
undrawn as at 30 June 2025 and the terms and conditions of any drawdown will
be agreed when they occur.
18 Income taxes
Tax expense represents the sum of current income tax and deferred tax.
Current income tax is measured at the amount expected to be paid to the
taxation authorities.
The Group recognises deferred tax assets only to the extent that it is
probable that future taxable profit will be available against which the
carried forward tax losses and the deductible temporary differences can be
utilised. Some tax losses remain unrecognised due to uncertainty in
recoverability.
Deferred tax assets and liabilities are measured on an undiscounted basis at
the tax rates that are expected to apply when the asset is realised or the
liability is settled, based on tax rates and tax laws enacted or substantively
enacted at the balance sheet date.
The total tax expense for the year are as follows:
For the six months ended
June 30, 2025 June 30, 2024
---------------- ----------------
(Unaudited) (Unaudited)
Current tax expense 6,826,358 -
Deferred tax expense/ (credit) (1,672,940) 3,154,752
------------ --------------
Total expense for the period 5,153,418 3,154,752
======= ========
Deferred tax
The Group recognises deferred tax assets and liabilities for future tax
impacts and has reversed deferred tax liabilities associated with prior period
profits taxable during the current year.
Deferred tax asset
As at June As at December
30, 2025 31,2024
---------------- ----------------
(Unaudited)
Tax losses carried forward 7,754,540 5,838,700
Other temporary differences 59,467 21,528
--------------- --------------
Total 7,814,007 5,860,228
========= ========
Deferred tax liability
As at June As at December
30, 2025 31,2024
---------------- ----------------
(Unaudited)
Tax losses carried forward (44,314) -
Other temporary differences - (252,935)
------------ --------------
Total (44,314) (252,935)
======= ========
Effective tax rate reconciliation:
For the six months ended
June 30, 2025 June 30, 2024
---------------- ----------------
(Unaudited) (Unaudited)
Profit/ (loss) before tax 17,365,465 (15,987,161)
Tax at UK statutory rate (25%) 4,341,366 (3,996,790)
Effect of different tax rates in overseas jurisdictions 924,832 1,657,769
Non-deductible expenses 80,898 186,687
Current year losses for which no deferred tax asset has been recognised 143,783 (182,840)
Changes in estimates related to prior years (387,851) (807,870)
Other adjustments 50,390 (11,708)
------------ --------------
Total tax expense/ (credit) 5,153,418 (3,154,752)
======= ========
Effective tax rate (ETR) 29.68% (19.73%)
UAE Federal Decree-Law No (47) of 2022 on the Taxation of Corporations and
Businesses
On 9 December 2022, the UAE Ministry of Finance released the Federal
Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses ('the
CT Law') to enact a Federal corporate tax ('CT') regime in the UAE. The CT Law
is effective for financial years beginning on or after 1 June 2023. Decision
No. 116 of 2022 specifies the threshold of income (as AED 375,000) over which
a corporate tax of 9% would apply. For the Group, current taxes is accounted
for as appropriate in the interim financial statements for the period
beginning 1 January 2024.
The Group has assessed the deferred tax implications for the year ended 30
June 2025 and, after considering its interpretations of applicable tax law,
official pronouncements, cabinet decisions and ministerial decisions
(especially with regard to transition rules), it has been concluded that
deferred tax implications are not expected to be material.
The Group shall continue to monitor critical Cabinet Decisions to determine
the impact on the Group, from deferred tax perspective.
Global Minimum Top-up Tax
The OECD's Pillar II global minimum tax, based on the Global Anti-Base Erosion
(GloBE) Model Rules, is not expected to have an impact on the Group, as the
Group's total revenue is less than Euro 750 million.
19 Revenue
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Revenue is recognised over time as provided below:
Sale of residential units 145,496,359 44,454,982
Project management service 4,800,000 -
Revenue is recognised point in time as provided below:
Sale of residential units 5,099,093 -
-------------- --------------
155,395,452 44,454,982
========= =========
Cost of revenue
Cost of residential units (107,957,635) (29,897,986)
========= ========
Revenue from sale of residential units is net of discount against transaction
prices for certain units sold with a significant financing component amounting
to USD 3,384,494 (2024: USD 3,405,894).
Change in estimate
During the current year, management has refined the cost to complete of
certain projects resulting in an increase in the total budget developments
costs as a result of specification enhancements. The Group uses the input cost
method to measure recognition of revenue over time, the effect of this change
in estimate of costs to complete results in lower gross revenue being
recognised in the current year amounting to USD 17.1 million.
20 Other income / (costs)
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Intercompany back-charge (note (a) below) 6,034,970 -
Foreign exchange gain / (loss) 5,479,759 (1,145,146)
Others 256,477 150,050
------------- -------------
11,771,206 (995,096)
======== =======
(a) This represents income related to sales, general and advisory support
services provided to the related parties (refer to note 17).
21 Selling and marketing expenses
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Sales commission 7,671,192 4,185,001
Marketing expenses 4,426,913 2,587,965
-------------- --------------
12,098,105 6,772,966
======== ========
22 General and administrative expenses
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Salaries and related benefits 14,588,415 10,609,997
Legal and professional expenses 1,607,287 1,674,333
Depreciation on property and equipment (note 10) 1,478,496 853,964
Depreciation on right-of-use assets (note 11) 1,370,662 1,283,609
IT related expenses 1,214,681 774,224
Bank charges 747,442 206,479
Travelling expenses 433,704 310,234
Utilities 414,702 324,141
Board of directors fees 395,653 384,657
Rent 120,869 92,195
Other expenses 861,488 623,967
-------------- --------------
23,233,399 17,137,800
======== ========
23 Net finance costs
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Finance costs
Interest expense on bank borrowings 7,403,876 8,261,684
Interest expense on unwinding of discount on long term liability 4,387,170 3,264,268
Interest expense on intercompany loan 468,953 -
Interest on lease liability (note 11) 173,933 172,632
-------------- --------------
12,433,932 11,698,584
======== ========
Finance income
Interest income (5,921,878) (5,895,161)
Income from investment in bonds of joint venture - (215,602)
-------------- --------------
(5,921,878) (6,110,763)
======== ========
Net finance costs 6,512,054 5,587,821
======== ========
24 Earnings per share
Basic earnings per share amounts are calculated by dividing net profit or loss
for the period attributable to the owners of the Company by the weighted
average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net profit
or loss attributable to the owners of the Company by the weighted average
number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on conversion of all
the dilutive potential ordinary shares into ordinary shares. The Company has
no dilutive instruments in issue.
The information necessary to calculate basic and diluted earnings per share is
as follows:
For the six months ended
June 30, June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
Earnings:
Profit / (loss) attributable to the owners of the Company for basic / diluted 12,212,047 (12,832,409)
loss / earnings
======== ========
Number of shares
Weighted-average number of ordinary shares for basic / diluted earnings per 180,021,612 180,021,612
share
========= =========
Earnings per share:
- basic and diluted earnings / (loss) per share (USD) 0.07 (0.07)
==== ========
25 Financial instruments
a) Material accounting policies
Details of the material accounting policies and methods adopted, including the
criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset and financial liability are disclosed in note 2 to the interim financial
statements.
b) The Group considers that the carrying amount of financial assets and
liabilities are reasonable approximation of fair values.
As at June As at December 31, 2024
30, 2025
(Unaudited)
Financial assets
Cash and cash equivalents 613,196,868 413,625,405
Trade and unbilled receivables 309,386,424 277,338,806
Advances, deposits and other receivables* 19,797,097 12,553,548
Escrow retentions 21,460,203 10,774,653
Due from related parties 6,999,976 1,600,015
--------------- ---------------
970,840,568 715,892,427
========= =========
As at June As at December 31, 2024
30, 2025
(Unaudited)
Financial liabilities
Trade and other payables 94,612,550 85,015,114
Retention payable 14,436,388 9,630,047
Bank borrowings 186,357,352 205,493,025
Development property liabilities 268,483,219 254,747,426
Due to related parties 267,384,199 222,567,717
Lease liabilities 5,295,695 4,114,862
--------------- ---------------
836,569,403 781,568,191
========= =========
* This is excluding prepayments, advance to suppliers and contractors and VAT
refundable.
26 Financial risk management objectives
The Group management set out the Group's overall business strategies and its
risk management philosophy. The Group's overall financial risk management
program seeks to minimise potential adverse effects on the financial
performance of the Group. The Group policies include financial risk management
policies covering specific areas, such as market risk (including foreign
exchange risk, interest rate risk), liquidity risk and credit risk. Periodic
reviews are undertaken to ensure that the Group's policy guidelines are
complied with.
There has been no change to the Group's exposure to these financial risks or
the manner in which it manages and measures the risk.
The Group is exposed to the following risks related to financial instruments.
The Group has not framed formal risk management policies, however, the risks
are monitored by management on a continuous basis. The Group does not enter
into or trade in financial instruments, investment in securities, including
derivative financial instruments, for speculative or risk management purposes.
a) Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies.
Hence, exposures to exchange rate fluctuations arise. The summarised
quantitative data about the Group's exposure to currency risk as reported to
the management of the Group is as follow:
EUR GBP BAM CNY
June 30, 2025 (Unaudited)
Cash and cash equivalents 10,668,195 1,562,080 94,045 -
Other financial assets 5,767,937 1,471,126 375,828 13,708
Financial liabilities (1,380,317) (12,089,766) (106,162) (361,606)
------------ ------------- ------------ ------------
15,055,815 (9,056,560) 363,711 (347,898)
======= ======== ===== =====
( )
December 31, 2024
Cash and cash equivalents 6,855,578 1,862,411* 96,265 345,116
Other financial assets 13,577 1,006,073* - 10,939
Financial liabilities (617,325) (10,908,757)* (81,242) (46,259)
( ) ------------ ---------------- --------- ---------
6,251,830 (8,040,273)* 15,023 309,796
======== ========= ======== =======
The following table details how the Group's sensitivity to a 1000 basis points
increase or decrease in USD against the relevant foreign currencies would have
affected the measurement of financial instruments denominated in foreign
currency and affected equity and profit or loss by the amounts shown below.
June 30, December 31,
2025 2024
---------------- ----------------
(Unaudited)
EUR 1,505,582 625,183
GBP 905,656 804,027*
BAM 36,371 1,502
CNY 34,790 30,980
The Group's significant monetary assets and liabilities denominated in foreign
currencies are in AED which is pegged to USD. As the AED is currently pegged
to the USD, balances are not considered to represent significant currency
risk.
* Certain other financial assets and financial liabilities were incorrectly
identified as being GBP in the annual financial statements for the year ended
31 December 2024 as at that date. These amounts have therefore been restated
in these interim financial statements by reducing GBP other financial assets
and financial liabilities by USD1,461,145 and USD223,859,876 respectively, and
reducing the sensitivity of a 1000 basis points increase or decrease in USD
against GBP by 22,239,873. These adjustments relate exclusively to this
disclosure and do not impact any financial statement captions.
a) Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to
interest rates for non-derivative financial instruments as at June 30, 2025.
The analysis is prepared assuming the amount of liabilities outstanding at the
reporting date was outstanding for the whole period.
The interest rate profile of the Group's interest-bearing financial
instruments as reported to the management of the Group is as follows:
June 30, December 31,
2025 2024
---------------- ----------------
(Unaudited)
Fixed rate instruments
Financial assets 87,717,551 120,257,164
Financial liabilities (455,455) -
( ) ------------------- ------------------------
( ) 87,262,096 120,257,164
( ) ============ ==============
Variable rate instruments ( ) ( )
Financial assets 557,454,913 307,608,760
Financial liabilities (442,772,236) (425,199,721)
---------------- ---------------
114,682,677 (117,590,961)
========= =========
A 50-basis point increase or decrease is used when reporting interest rate
risk internally to key management personnel and represents management's
assessment of the reasonably possible change in interest rates. If interest
rates had been 50 basis points higher / lower and all other variables were
held constant, the change in Group's profit for the period ended June 30, 2025
would be USD 573,413 (2024: USD 587,955). This is mainly attributable to the
Group's exposure to variable rate financial instruments.
b) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the
management which has built an appropriate liquidity risk management framework
for the management of the Group's short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, continuously monitoring forecast and actual
cash flows and matching the maturity profiles of financial assets and
liabilities.
The Group's objective is to maintain a balance between continuity of funding
and flexibility through the use of bank overdrafts, bank loans and equity from
shareholders.
The table below summarises the maturity profile of the Group's financial
liabilities. The contractual maturities of the financial liabilities have been
determined on the basis of the remaining period at reporting date to the
contractual maturity date. The maturity profile of these liabilities at the
reporting date based on contractual repayment arrangements are shown in the
table below:
30 June 2025 (Unaudited) Carrying amount Total Less than 1-2 years 2-5 years More than 5 year
1 year
Payables 94,612,550 (94,612,550) (94,612,550) - - -
Retention payable 14,436,388 (14,436,389) (973,463) (7,697,608) (5,765,318) -
Bank borrowings 186,357,352 (209,532,332) (38,380,029) (145,650,106) (25,502,197) -
Development property liabilities 268,483,219 (301,852,229) (142,202,885) (34,382,159) (125,267,185) -
Lease liabilities 5,295,695 (6,207,933) (2,648,718) (1,032,355) (1,685,124) (841,736)
Due to related parties 267,384,199 (312,188,623) (28,476,040) (84,525,785) (199,186,798) -
--------------- ----------------- ----------------- ---------------- ---------------- ----------------
836,569,403 (938,830,056) (307,293,685) (273,288,013) (357,406,622) (841,736)
======== ========= ========= ======== ========= =========
31 December 2024
Payables 85,015,114 (85,015,114) (85,015,114) - - -
Retention payable 9,630,047 (9,630,047) (4,811,952) (2,073,458) (2,744,637) -
Bank borrowings 205,493,025 (238,992,448) (29,928,407) (100,970,564) (108,093,477) -
Development property liabilities 254,747,426 (286,879,647) (153,611,264) (49,534,163) (83,734,220) -
Lease liabilities 4,114,862 (4,551,866) (3,094,790) (1,015,448) (441,628) -
Due to related parties 222,567,717 (268,318,639) (17,694,776) (43,936,842) (206,687,021) -
--------------- --------------- ------------- ------------- ------------- ---
781,568,191 (893,387,761) (294,156,303) (197,530,475) (401,700,983) -
======== ======== ======== ======== ========= ==
c) Credit risk management
Credit risk refers to the risk that the counterparty
will default on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with creditworthy
counterparties. The Group's exposures are continuously monitored and their
credit exposure is reviewed by the management regularly.
The credit risk on liquid funds is limited because the
counterparties are banks with high credit-ratings assigned by international
credit-rating agencies.
The carrying amounts of the financial assets recorded
in the interim financial statements, which is net of impairment losses,
represents the Group's maximum exposure to credit risks. The Group considers
that the risk of loss related to unbilled receivables and trade receivables is
remote due to collateral held against such amounts due, being residential
property developed by the Group.
27 Capital risk management
The capital structure of the Group consists of cash and cash equivalents,
debt, which includes interest-bearing Bank borrowings as disclosed in note 16
and equity as disclosed in the condensed consolidated financial statements.
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders through the
optimisation of the equity balance. The Group's overall strategy remains
unchanged from prior year. The Group is not subject to any externally imposed
capital requirements.
The Group monitors capital using 'net debt' to 'equity'. Debt is calculated as
bank borrowings (as shown in the condensed consolidated statement of financial
position). Equity comprises all components of equity (as shown in the
condensed consolidated statement of financial position).
The Group's policy is to keep the ratio below 1.2. The Group's net debt to
equity ratio was as follows.
June 30, December 31,
2025 2024
---------------- ----------------
(Unaudited)
Debt 186,357,352 205,493,025
--------------- --------------
Total equity 495,485,800 478,453,489
--------------- --------------
Net debt to equity ratio 0.38 0.43
28 Contingent liabilities
As at June As at December
30, 2025 31, 2024
---------------- ----------------
(Unaudited)
Letters of guarantee (note (a) below) 46,838,393 12,337,530
======== ========
(a) This primarily involves letters of guarantee provided to the Land
Department for the Group's projects in UAE. The Group holds margin deposits
with the bank issuing these letters of guarantee, which are refundable upon
project completion.
Except for the above and ongoing business obligations which are under normal
course of business, there has been no other known contingent liability on
Group's interim financial statements as of reporting date.
29 Commitments
As at June 30, As at December 31,
2025 2024
---------------- ----------------
(Unaudited)
Contracted commitments for development properties 414,495,268 433,882,782
(note 8)
========= =========
Except for the above commitments which are for construction works on ongoing
projects and ongoing business obligations which are under normal course of
business, there has been no other known commitment on Group's interim
financial statements as of reporting date. These commitments will be funded
from Group's existing funds or undrawn bank borrowings facilities.
30 Staff number and costs
For the six months ended
June 30 June 30,
2025 2024
---------------- ----------------
(Unaudited) (Unaudited)
The average number of employees employed by the Group 376 259
========= =========
The payroll cost for these employees is as follows:
- Wages and salaries 14,588,415 10,609,997
========= =========
31 Auditors Remuneration
For the six months ended
June 30, June 30,
2024 2023
---------------- ----------------
(Unaudited) (Unaudited)
Review of condensed consolidated interim financial statements 137,170 113,823
---------- ----------
137,170 113,823
====== ======
32 Events after the reporting date
- On 9 September 2025, the Company received approval from the
Financial Conduct Authority (the "FCA") for the transfer of its listing of
ordinary shares from the Equity Shares (Transition) category to the Equity
Shares (Commercial Companies) category of the Official List of the FCA.
- The Company has secured a facility of USD 165 million from its Major
shareholder. This is an enhancement to the existing facility disclosed in Note
17.
Alternative performance measures
The Group uses a number of alternative performance measures (APM) which are
not defined within IFRS Accounting Standards. The Directors use the APMs,
along with IFRS measures to assess the operational performance of the Group.
Definitions and reconciliations of the financial APMs used compared to IFRS
measures, are included below:
Performance metrics
Performance metrics reconciled to statutory reported measures are shown below.
The Directors consider these performance metrics provide additional
information regarding the Group's core operations and business performance
(In US$)
Particulars January 1, 2025 to June 30, 2025 January 1, 2024 to June 30, 2024
(Unaudited) (Unaudited)
Revenue 155,395,452 44,454,982
Gross profit 47,437,817 14,556,996
Gross profit % 31% 33%
Profit / (loss) for the period before tax 17,365,465 (15,987,161)
Profit / (loss) for the period % of revenue 11% - 36%
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