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REG - Dar Global PLC - Full-year results for the year ended 31 Dec 2024

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RNS Number : 4681A  Dar Global PLC  13 March 2025

LEI: 213800XRFXQ1KEWACW80
 
           13 March 2025

 

 

 

DAR GLOBAL PLC

('Dar Global', or the 'Company', or the 'Group')

 

Full-year results for the year ended 31 December 2024

 

Significant progress in achieving strategic milestones with increased sales,
project launches and completions, as well as expansion into new markets,
backed by a strong balance sheet.

 

 

Dar Global, the luxury international real estate developer, today announces
its audited full-year results for the year ended 31 December 2024 ('FY 2024').

 

Ziad El Chaar, Chief Executive Officer of Dar Global, commented: "As we
reflect on another transformative year at Dar Global, I am proud to highlight
our significant progress in shaping global luxury real estate. 2024 has been a
year of important achievements with the Group now working on 17 active
projects with a GDV of USD 7.5 billion, reinforcing our leadership in the
high-end market. We have strengthened our presence, expanded into key regions,
deepened global partnerships, and delivered on our commitments. From
completing landmark projects to entering new territories, these bold steps
underscore our dedication to excellence, innovation, and sustained growth.

 

"Looking ahead, we remain committed to delivering the finest portfolio of
luxury homes across the world's most desirable locations and strengthening our
brand collaborations. We continue to expand our global footprint, with the
United States and Greece in focus for 2025.

 

"With the continued construction progress and new projects announced, we
remain on track to achieve our previously announced cumulative USD 700 million
revenue target across 2024 and 2025 whilst maintaining an average EBITDA
margin over 2024 and 2025 comparable to that achieved in FY 2023. With a
strong pipeline of projects and a focus on unmatched luxury, Dar Global is
poised for sustained growth and long-term success."

 

Robust sales performance driven by sustained demand

·      Portfolio Gross Development Value ('GDV') increased to USD 7.5
billion across 17 active projects (31 December 2023: 12 active projects with
GDV of USD 5.9 billion)

·      Customer demand for both newly launched and existing projects
remains strong with contracted sales rising to over 2,250 units (FY 2023:
1,498 units) amounting to a total sales value of c. USD 1.6 billion (FY 2023:
USD 1 billion). Contracted sales are 49% of total launched GDV of c. USD 3.3
billion.

·      Total Revenue of USD 240.3 million (FY 2023: USD 360.6 million),
a 33% year-on-year decline, with major revenue recognition milestones
anticipated during 2025.

·      Gross profit of USD 87.4 million (FY 2023: USD 146.5 million) -
resulting in a 36% gross profit margin (FY 2023: 41%).

·      EBITDA for the period of USD 30.0 million (FY 2023: EBITDA USD
83.0 million).

·      Reiterate our previously stated 2024-2025 two-year target of
delivering an EBITDA margin in line with previous period.

·      Profit before tax for the period of USD 14.1 million (FY 2023:
profit USD 81.3 million) as project construction cycles bridge across
financial reporting periods as is typical for our industry.

 

Strong financial position to capitalise on growth opportunities

·      Increased net asset value of USD 478.5 million compared to USD
465.4 million as of 31 December 2023.

·      Strong balance sheet with a cash position of USD 424.4 million,
comprising free cash of USD 153.0 million and restricted cash balances (escrow
and escrow retention) of USD 271.4 million.

·      Total liquidity of USD 206.0 million (including undrawn debt
facilities of USD 53.1 million), providing the flexibility to capitalise on
further project opportunities in the year ahead.

 

 

 

 

Financial highlights:

 Summary Profit & Loss      FY 2024 (USD M)  FY 2023 (USD M)  Change

                                                              (%)
 Revenue                    240.3            360.6            -33%
 Gross profit               87.4             146.5            -40%
 Gross profit margin        36%              41%
 EBITDA                     30.0             83.0             -64%
 EBITDA margin              12%              23%
 Profit before tax          14.1             81.3             -83%

 

 

 

 Summary Financial Position                                                                                                                      As at 31 December 2024 (USD M)  As at 31 December 2023 (USD M)  Change (USD M)

 Assets
 Cash and cash equivalents                                                                                                                       413.6                           228.5                           185.1
 Escrow retentions                                                                                                                               10.8                            10.0                            0.8
 Trade and unbilled receivables                                                                                                                  277.3                           221.9                           55.4
 Advances, deposits and other receivables                                                                                                        119.8                           60.9                            58.9
 Development properties                                                                                                                          586.4                           216.9                           369.5
 Other assets                                                                                                                                    33.5                            29.2                            4.3
 Total                                                                                                                                           1,441.4                         767.4                           678.0
 assets

  Liabilities
 Trade and other payables                                                                                                                        85                              25.7                            59.3
 Advance from customers                                                                                                                          180                             57.5                            122.5
 Loans and borrowings                                                                                                                            205.5                           125.4                           80.1
 Due to related parties                                                                                                                          222.6                           1.2                             221.4
 Development property liability                                                                                                                  254.7                           78.6                            176.1
 Other                                                                                                                                           15.1                            13.5                            1.6
 liabilities
 Total liabilities                                                                                                                               962.9                           301.9                           661.0

 Equity
 Net asset value                                                                                                                                 478.5                           465.5                           13
 Net asset value per share (in USD)*                                                                                                             2.7                             2.6                             0.1

*Net asset value per share is based on the number of shares outstanding as on
31(st) December 2024 of 180,021,612

 

 

Group Operational Highlights

 

We continue to focus on developing bespoke, high end living and investment
opportunities across prime locations worldwide, designed for global citizens
and affluent buyers. This strategic approach has driven a strong performance
despite a backdrop of global uncertainties.

 

Our growth trajectory and sales momentum remain robust across all active
projects, supported by a prudent and strategic investment approach. We are
pleased to present an update on our geographically diverse portfolio and
overall financial position.

 

·      UAE: In 2024, we successfully delivered Urban Oasis Tower by
Missoni and advanced our ongoing projects. We strengthened our presence in the
UAE by securing prime land plots in Dubai and Ras Al Khaimah where we
introduced Astera, with interiors by Aston Martin. Additionally, we expanded
our luxury partnerships, extending our collaboration with the Trump
Organization, with plans to launch Trump Tower Dubai in 2025. We will also
launch our first villa community within the Jumeirah Golf Estate in 2025.

·      Oman: Building on the success of AIDA, we further expanded our
footprint with the launch of Trump Hotels, Trump Villas and Marriott-branded
residences. We also ensured beach access by securing an additional ~ 0.93
million sqm of land, we are upgrading the golf course to Championship level
and to increase the number of units with golf and sea views. These
developments reinforce our commitment to luxury living, offering world-class
hospitality and premium residential experiences within AIDA. We are truly
creating in AIDA a world class  resort  and a destination to drive further
growth within Oman.

·      Saudi Arabia: We began our strategic expansion in Riyadh and
Jeddah, securing key land plots to strengthen our presence. In collaboration
with the Trump Organization and Mouawad, we successfully launched two projects
in 2024, further enhancing our luxury brand portfolio in the region. As
previously announced, we have hired Rothschild & Co. to help advise on
investment opportunities in this key new market for us and expect further
significant expansion into the Saudi market in FY 2025.

·      Qatar: We expanded our luxury waterfront development with the
launch of the third tower of Les Vagues. Meanwhile, construction advanced
significantly on one of the towers, marking steady progress toward completion.

·      UK: The successful sale and handover of 149, Old Park Lane in
London marked a significant milestone in our luxury development portfolio. Oh
So Close has now been completed and is in the handover phase, while 8 To
Central is expected to be completed in  2025. Further strengthening our
presence in the city, we have commenced our prestigious Albert Hall Mansions
project, reinforcing our commitment to delivering iconic luxury residences in
prime locations.

·      Spain: We enhanced the designs for Marea, Finca Cortesin,
refining our luxury offerings. Additionally, infrastructure work commenced at
Tierra Viva, marking a key step in the development process.

Global Expansion: We expanded our sales network and continue to expand with
new offices coming up in KSA, New York and Greece in 2025, increasing our
global presence to nine locations and strengthening direct broker
relationships in key cities worldwide. As we continue to grow, we aim to
further expand in these regions throughout 2025, reinforcing our international
reach. Additionally, we are exploring strategic investment opportunities in
The London and Saudi Arabia markets in collaboration with Rothschild & Co,
reinforcing our commitment to long-term growth.

Capital Strengthening: We strengthened our liquidity position by securing an
additional USD 275 million for expansion and will look to continue to improve
our funding capabilities to support the growth we are experiencing in the
business.

Outlook and Guidance

 

As we enter the new financial year, I extend my gratitude to our team,
partners, and stakeholders for their dedication and support. We remain on
track to achieve our market guidance of USD 700 million in aggregate revenue
for 2024 and 2025 while maintaining similar margins. With a robust pipeline,
solid financial position, and expanding global presence, we are
well-positioned to capitalise on new opportunities and drive sustainable
growth, delivering value for our stakeholders.

 

Management Presentation

 

The Company's full year 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/) ).

 

 

2024 Accounts and Audit Report

 

The complete 2024 Annual Report and Accounts for the financial year ended 31
December 2024 will be available on our website
(https://darglobal.co.uk/investor (https://darglobal.co.uk/investor) ) during
the course of today.

 

 

- Ends -

 

For further enquiries, please contact:

 

 Dar Global plc  IR@darglobal.co.uk

 

 Panmure Liberum (Corporate Broker)           T (mailto:IR@darglobal.co.uk) el: (mailto:IR@darglobal.co.uk) +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

                                              www.bursonbuchanan.com (http://www.bursonbuchanan.com)

 

Notes to editors:

 

Dar Global PLC is a highly differentiated international real estate business.
It focuses predominantly on developing real estate projects comprising bespoke
luxury homes for internationally mobile customers, in some of the most
desirable locations across the Middle East and Europe, including Jeddah and
Riyadh in Saudi Arabia, 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$7.5 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 the US, 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. For more information, please visit www.DarGlobal.co.uk
(http://www.DarGlobal.co.uk)

 

 

Chairman's Statement

 

It is a privilege to address you as the new Chairman of Dar Global at such a
pivotal moment for our company. First and foremost, I am pleased to report
that 2024 marked yet another year of significant progress and achievement.

 

Since our public listing on the London Stock Exchange in 2023, Dar Global has
continued to build on the strong foundation of our vision: crafting iconic
developments in some of the world's most sought-after locations for the global
citizen. We take pride in partnering with brands celebrated for timeless
elegance and exclusivity-all while delivering our projects safely,
sustainably, and with prudent capital management.

 

2024 was a milestone year for the Company. We not only delivered our very
first projects in Dubai and London-but we did so with remarkable speed and an
unwavering commitment to quality. Our team's tireless work has set the stage
for seven projects now under construction worldwide, with another flagship
development ready to be handed over in Q1 2025. I am proud of our development
team for successfully bringing so many of these to life, both safely and in
record time.

We achieved significant construction milestones that allowed us to recognise
revenue, and our project portfolio has grown in both geographic reach and
Gross Development Value ('GDV'). Launching four new projects in 2024 brings us
to a total of 17 developments with an estimated GDV of USD 7.5 billion. This
growth is a testament to our ability to identify and seize on high-return
opportunities. It is made possible by the trust and collaboration we enjoy
with our partners and landowners. Our business development team continues to
actively search for profitable new projects in all focus areas.

One of the highlights of this year was our successful expansion into new
markets, particularly in Saudi Arabia, where our first project exceeded
initial expectations. This move aligns with our strategy of targeting
high-growth regions with strong demand for premium real estate offerings. In
addition to the Saudi Arabia projects in Riyadh, and Jeddah, we launched our
first project in Ras Al Khaimah. These landmark developments are being brought
to life in partnership with globally renowned brands-Aston Martin, Mouawad,
and the Trump Organization (with whom we have already announced a further
launch in Dubai).

It is worth noting that I made my first public appearance as Chairman of Dar
Global at the Trump Jeddah sales launch in December 2024. This event provided
me with a first-hand view into the incredible infrastructure Dar Global has
created across business development, design, development, marketing, sales,
and construction. The Dar Global team is agile.  In a span of less than six
months, the Company selected a site, completed the design of a world-class
building, and launched a series of successful sales events. I am proud to
share that Trump Jeddah Tower was one the most successful launches in Saudi
Arabia and this would have been difficult to accomplish if it were not for our
prolific team of accomplished professionals led by our impressive CEO Ziad El
Chaar.

Even amid global uncertainties, our sales have remained strong. With seven
sales offices around the globe, and new offices in KSA, New York and Athens
expected to open in 2025, our customer base continues to grow-not just in
numbers, but in loyalty. Many of our clients are investing across multiple
projects, reflecting the deep trust they place in us. Ending the year with
liquidity of USD 206.0 million underscores our financial strength and
readiness for the opportunities ahead.

Shaping the future of luxury living

At Dar Global, we are not just constructing buildings; we are crafting spaces
that embody luxury, sustainability, and a sense of belonging. Our focus on
luxury homes in prime international locations has once again proven to be a
successful model, allowing us to capitalise on the evolving preferences of our
discerning clients.

 

Upholding the Highest Standards

At Dar Global, our commitment to you is grounded in the highest standards of
corporate governance, transparency, and shareholder engagement. We continue to
enhance our  corporate practices, and strive towards ensuring we operate with
integrity, ethical conduct, and a long-term vision, which are the cornerstones
of our success.

Innovation is at the heart of our work. We continually explore new
technologies and data-driven approaches to enhance our operations, streamline
our sales processes, and deliver exceptional service to our clients. This
proactive mindset not only helps us stay ahead in a rapidly evolving real
estate landscape but also reinforces our dedication to sustainability and
corporate responsibility.

Outlook

While global economic uncertainties and geopolitical challenges persist, our
diverse portfolio and agile business model have proven remarkably resilient.
These strengths have allowed us to navigate turbulent times and consistently
deliver value to you, our shareholders.

As we look toward 2025, our excitement about the future only grows. With a
robust pipeline of projects and a capital-light model that underscores our
disciplined approach, we remain focused on selective expansion in markets that
align with our core strengths and values.

I want to express my heartfelt gratitude to our shareholders, partners, and
every member of the Dar Global team. Your unwavering support and confidence in
our vision have been instrumental in our achievements this year. We remain
dedicated to delivering exceptional value to our customers, sustainable
returns to our shareholders, and a positive impact on the communities we
serve. Together, we are poised to continue our growth story for many years to
come as we approach the future with optimism and determination.

 

David R. Weinreb
Chairman

 

 

CEO's Statement

 

Building on Success, Expanding Our Horizons

As we reflect on another transformative year at Dar Global, I am proud to
highlight the remarkable progress we have made in shaping the future of luxury
real estate. 2024 has been a year of achievements, growth, evolution, and
delivering on our commitments. We have strengthened our market position,
expanded into key regions, and deepened partnerships with some of the world's
most prestigious brands and delivered on a number of strategic milestones.
From completing landmark projects to entering new territories, our bold steps
underscore our unwavering commitment to excellence, innovation, and strategic
expansion.

Delivering Iconic Developments

We achieved a number of market successes in 2024. We successfully handed over
two flagship projects: Urban Oasis Tower by Missoni in Dubai and 149, Old
Park Lane in London, setting new standards for luxury living and design.
Additionally, we made substantial progress across several other high-profile
developments, including Les Vagues, AIDA, DG1, and Astera, while advancing
work on the W Residences and DaVinci Tower. Our portfolio continues to
expand and has grown to 17 projects with a Gross Development Value ('GDV') of
USD 7.5 billion-up from 12 projects valued at USD 5.9 billion in 2023.
Customer demand has remained exceptionally strong, with cumulative contracted
sales exceeding 2,250 units by year-end (49% of launched units), representing
USD 1.6 billion of the total launched GDV of USD 3.4 billion. These
achievements reflect the trust and confidence our investors and clients place
in Dar Global's vision and the enduring appeal of our high-end developments.
Strategically, we have also secured prime land transactions in Ras Al Khaimah
(Astera), the Maldives (Dolce & Gabbana Resort), Riyadh (Neptune Villas by
Mouawad), Jeddah (Trump Tower Jeddah), and Dubai (Jumeirah Golf Estates and
Trump Tower Dubai). Each project is carefully chosen to deliver exclusive
luxury homes in high-growth destinations. These milestones are a testament to
our commitment to creating exceptional living spaces and expanding our
footprint in key global markets.

Financial Highlights: Sustaining Growth Amid Expansion

Dar Global has maintained strong momentum driven by record sales, strong
demand for our premium properties and a growing portfolio of high-value
projects, with total gross development value increasing to USD 7.5 billion.
Revenue for the year reached USD 240.3 million (FY 2023: USD 360.6 million).
As previously indicated, whilst our sales volumes have grown significantly, we
will hit a number of revenue recognition milestones in FY 2025 which will
allow for a greater proportion of revenue to be recognised in FY 2025 than FY
2024

 

Gross profit stood at USD 87.4 million with a margin of 36% (FY 2023: 41%),
while EBITDA totalled USD 30.0 million and net profit reached USD 14.9
million. Our capital-light model and disciplined financial strategy ensure
that we remain agile and well-positioned for future growth. With cash and cash
equivalents at USD 424.4 million (including project escrow balances) and
undrawn debt facilities of USD 53.1 million (including project restricted
debt), we have the financial strength to expand our footprint and seize new
opportunities. Looking ahead, we are firmly on track to achieve USD 700
million in revenue within this year and 2025.

 

Operational excellence to meet our strategic goals

As our business has expanded, so has our team. We now have a fully established
organisation covering all key functions, from front to back office, staffed by
talented and dedicated professionals worldwide. Our distribution network is
equally strong, combining an in-house sales force with a global broker
network. Over the past year, with a team of over 70 sales professionals across
eight locations, supported by over 1,300 active brokers in more than 60
countries cities worldwide. Our leadership team brings decades of collective
experience, providing a strong foundation of expertise to support our
entrepreneurial drive, and to fuel our growth.

 

With a liquidity pool of USD 206.0 million, and our capital-light business
model we are well positioned to deliver further growth. By selling units
off-plan, forming joint development agreements to reduce upfront costs, and
outsourcing construction under fixed-price contracts, we ensure substantial
risk mitigation as we scale and continue to strengthen our growth strategy.

 

 

A Vision for Sustainable Luxury

In line with our growing operations, there is a natural increase in our
responsibility to the environment. We are committed to innovating to provide
sustainable development through eco-friendly designs, energy-efficient
technologies, and responsible construction practices that align with global
sustainability standards. By optimising resources and reducing waste, we aim
to create communities that are luxurious yet environmentally conscious.

Building the Future Together

As we progress into the new financial year, I extend my heartfelt thanks to
our talented team, trusted partners, and loyal stakeholders for their
unwavering dedication and support. Your hard work and commitment have been
instrumental in our journey so far, and will remain key to our future growth.
Together, we are not just building homes but crafting experiences that
redefine luxury living, we remain steadfast in our mission to deliver
exceptional homes and exceptional places to live.

 

As we look ahead, I am pleased to confirm that we remain firmly on track to
achieve our market guidance of cumulative USD 700 million revenue target
across 2024 and 2025 whilst maintaining an average EBITDA margin over 2024 and
2025 comparable to that achieved in FY 2023.

 

As we move into 2025, we are well-positioned to capitalise on emerging
opportunities in the luxury real estate market. Our robust pipeline, strong
balance sheet, and talented team provide a solid foundation for continued
growth and value creation. With an expanding global footprint, our
capital-light approach, and an unrelenting focus on excellence, we remain
poised to deliver sustainable growth and create lasting value for our
stakeholders.

 

Ziad El Chaar

Chief Executive Officer

 

 

Dar Global's Portfolio

 

Dubai, United Arab Emirates (UAE)

 

Dubai's residential real estate market continues to thrive, achieving record
transaction levels in 2024. The first three quarters alone saw home sales
surpass the total transactions of 2023, with a significant rise in deal
values. Q3 2024 set a new benchmark, contributing AED 116.8 billion in sales,
according to a report published by Knight Frank. Dubai also retained its
position as the global leader in luxury home sales above USD 10 million,
outpacing major cities like New York and London. This underscores Dubai's
strengthening dominance in the high-end real estate sector.

 

Our projects in Dubai

 

1.   Urban Oasis Tower by Missoni

The Urban Oasis Tower is a 34-story residential building located on the Dubai
Canal, offering stylish apartments with interiors designed in partnership with
the Italian luxury fashion brand Missoni. These homes feature stunning views
of the canal and city, spacious bedrooms, and elegant living spaces, perfectly
combining modern luxury with a Miami-inspired flair.

 

a)   Status: Completed

b)   Launched: Q4 2021

c)   Scheduled Completion: Completed

d)   Number of units: 467

 

2.   Da Vinci Tower, Interiors by Pagani

Da Vinci Tower is a residential building in Downtown Dubai, featuring
interiors designed by Pagani, the renowned Italian luxury car brand. Acquired
in late 2021, the property is currently undergoing a full luxury-standard
refurbishment. Being the world's first residences by Pagani, the Da Vinci
Tower is an architectural masterpiece designed to inspire and impress.

 

a)   Status: Near completion

b)   Launched: Q4 2022

c)   Scheduled Completion: Q2, 2025

d)   Number of units: 85

 

3.   W Residences

W Residences in Downtown Dubai is a 49-story residential tower offering
stunning views of the Burj Khalifa and proximity to Dubai's major landmarks,
including the Dubai Mall. Inspired by the bold, dynamic spirit of New York
City's W Hotels, these residences redefine luxury living, blending modern
sophistication with a vibrant lifestyle in the heart of Dubai.

 

a)   Status: Under construction

b)   Launched: Q4 2022

c)   Scheduled Completion: Q2, 2026

d)   Number of units: 383

 

4.   DG1

DG1 is a 20-story tower located along the canal in Downtown Dubai, designed by
the renowned Gensler Architects. It's a work of art that transforms the
cityscape around it. With its striking architecture and unique design, DG1
offers a fresh perspective on luxury living, setting a new standard for
sophistication in Dubai.

 

a)   Status: Under construction

b)   Launched: Q1 2023

c)   Scheduled Completion: Q4, 2026

d)   Number of units: 249

 

Ras Al Khaimah, United Arab Emirates (UAE)

 

Ras Al Khaimah's real estate market is growing rapidly, attracting global
investors with high-value properties and strategic developments. Demand for
prime waterfront homes is soaring, driven by upcoming tourism projects and
much-anticipated Wynn, Marjan Island, the UAE's first integrated resort
featuring a Casino. This project is set to redefine the Emirate's hospitality
and entertainment landscape, further driving property demand..
Investor-friendly policies, including freehold ownership and long-term
residency, further enhance its appeal. As the Emirate evolves, it is emerging
as the UAE's next major real estate success story.

 

Our projects in Ras Al Khaimah

 

1.   Astera, interiors by Aston Martin

The Astera by Aston Martin is a stunning beachfront residence on Al Marjan
Island, Ras Al Khaimah, where Aston Martin's signature elegance meets modern
coastal living. Offering luxurious one to three-bedroom apartments and
exclusive three-bedroom beach villas, each home is designed with breathtaking
Gulf views and world-class amenities. With direct beach access, an infinity
pool, and a private cinema, The Astera promises a lifestyle of sophistication
and serenity in one of the UAE's most exciting waterfront destinations.

 

a)   Status: Under construction

b)   Launched: Q2 2024

c)   Scheduled Completion: Q4 2028

d)   Number of units: 280

 

Oman

 

Oman's residential real estate market is set for strong growth, expected to
expand from USD 4.78 billion in 2025 to USD 7.42 billion by 2030 at a 9.19%
CAGR, according to Mordor Intelligence. This growth is driven by rising demand
from both locals and expatriates, who are shaping the market dynamics. The
luxury segment is also gaining traction, supported by investor-friendly
policies, residency for life, expanding free zones, and a focus on
sustainability. Offering a mix of affordable and high-end properties, Oman is
emerging as a prime real estate destination with strong long-term investment
potential.

 

Our projects in Oman

 

1.   AIDA

 

AIDA is a breathtaking luxury development set on the dramatic cliffs of
Muscat, offering an unparalleled blend of natural beauty and refined living.
Spanning 4.3 million square meters, this visionary project will be developed
over 8 to 10 years and launched in phases and this exclusive community will
comprise of luxurious residences, a world-class Trump golf course, and premium
hospitality experiences. Designed to harmonise with Oman's stunning
landscapes, AIDA seamlessly merges modern elegance with the serenity of its
coastal surroundings. With thoughtfully crafted villas and apartments boasting
panoramic views, along with exceptional amenities, AIDA offers a one-of-a-kind
lifestyle where luxury meets nature's masterpiece.

 

a)   Status: Under construction

b)   Launched: Q1 2023

c)   Scheduled Completion: Entire masterplan - 2034 (Phase 1 - 2027-28)

d)   Number of units: Launched 1,296

 

Saudi Arabia

 

Saudi Arabia's real estate market is expanding rapidly, driven by Vision 2030,
a strong economy, and a growing young population. Key cities like Riyadh,
Jeddah, and Dammam are seeing rising transactions and steady price growth.
Government infrastructure projects and increasing foreign investment are
further boosting demand. According to Knight Frank, more expatriates are
considering homeownership, with strong interest in branded residences and
long-term investment. With large-scale developments and economic reforms,
Saudi Arabia is emerging as a leading real estate hub in the region.

 

Our projects in Saudi Arabia

 

1.   Neptune, Interiors by Mouawad

 

Neptune is our first project in Saudi Arabia with 200 units offering a blend
of modern design and high-quality living. Strategically located, the project
features beautifully crafted homes designed by Mouawad with contemporary
architecture and access to a range of amenities.

 

a)   Status: Under-construction

b)   Launched: Q4 2024

c)   Scheduled Completion: Q4 2027

d)   Number of units: 200

 

 

2.   Trump Tower, Jeddah

 

Trump Tower Jeddah is our first project in Jeddah and second in Saudi Arabia,
located along the iconic Jeddah Corniche. With 561 exclusive residences, the
tower reflects the excellence and sophistication of the Trump brand, offering
contemporary design, high-end finishes, and world-class amenities. Its prime
waterfront location and thoughtfully designed living spaces set a new
benchmark for luxury living in the city.

 

 

a)   Status: Sales commenced

b)   Launched: Q4 2024

c)   Scheduled Completion: Q4 2029

d)   Number of units: 561

 

 

Spain

 

Spain's real estate market is in a strong growth phase, driven by high demand
and limited supply. New home prices surged 10.7% year-on-year in early 2024,
while existing home prices rose 6.5%. According to Caixa Bank Research,
factors like lower interest rates, economic improvement, and rising household
formation are fuelling demand. This trend is expected to continue into 2025,
with home prices projected to grow at 4%, outpacing inflation.

 

Our projects in Spain

 

1.   Tierra Viva, Design by Automobili Lamborghini

Tierra Viva is our first project in continental Europe, launched in June 2023
in partnership with Automobili Lamborghini. This exclusive gated community of
53 luxury units is set in the scenic hills of Benahavís, overlooking Marbella
and the Mediterranean Sea. Inspired by Lamborghini's bold design philosophy,
Tierra Viva blends modern elegance with breathtaking views, offering a refined
living experience in one of Spain's most sought-after locations.

 

a)   Status: Under construction

b)   Launched: Q2 2023

c)   Scheduled Completion Q4 2027

d)   Number of units: 53

 

 

2.   Marea, Interiors by Missoni

Marea, our second project in Spain, was unveiled in August 2023, featuring
interiors by Missoni. Located in a prime coastal enclave, it offers a seamless
blend of luxury and natural beauty. With expansive sea views and proximity to
world-class golf and lifestyle amenities, Marea provides an exclusive
residential experience designed for refined living.

 

a)   Status: Pre-Sales

b)   Launched: Q3 2023

c)   Scheduled Completion: Q4 2027

d)   Number of units: 59

 

 

3.   Manilva, Tabano

In September 2022, Dar Global acquired six land plots (4.6 million sqm) in
Manilva, Málaga, near the Cádiz border in southern Spain. Located about 45
minutes from Marbella, the site is close to several polo clubs and some of the
finest beaches on the Costa del Sol.

 

The Tabano project is currently in the early permitting phase, with completion
targeted for December 2029. Dar Global is working with consultants to develop
the concept master plan and infrastructure strategy which will be utilised for
seeking permits.

 

Doha, Qatar

 

Qatar's real estate market is expanding, offering exciting opportunities for
investors and homebuyers. Government initiatives, including freehold ownership
for expats and residency-linked investments, are driving market activity.
While new developments provide more options, demand for premium living spaces
remains strong. As Qatar continues to invest in its future, its real estate
sector is evolving into a hub of stability, opportunity, and luxury living.

 

Our project in Doha

 

1.   Les Vagues by Elie Saab

 

Les Vagues by Elie Saab is a one-of-a-kind residential masterpiece of 5 towers
in Lusail's Qetaifan Island North, offering over 300 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. With 3 towers already launched, these thoughtfully
designed one, two, and three-bedroom apartments, along with world-class
amenities, Les Vagues offers a refined lifestyle where luxury meets the
serenity of the sea.

 

a)   Status: In progress

b)   Launched: Q4 2022

c)   Scheduled Completion: Q1 2027

d)   Number of units: Over 300

 

London, United Kingdom

 

London's real estate market is set for strong growth in 2025, driven by
improved mortgage affordability, rising buyer confidence, and a recovery in
sales. The upcoming Stamp Duty reversion is expected to boost activity,
especially among first-time buyers. According to CBRE, house prices are
forecast to rise, supported by stable economic conditions and wage growth.
With renewed market confidence and government support for housing development,
London's property market is poised for sustained momentum.

 

Our projects in London

 

1.   Old Park Lane

 

Situated on the corner of Old Park Lane and Piccadilly and overlooking Green
Park, 149 Old Park Lane is a sophisticated landmark building with an important
role in London's architectural heritage.

 

a)   Status: Completed

b)   Launched: Q4 2022

c)   Number of units: 1

 

2.   8mins-to-Central

Situated only minutes from central London on the new Elizabeth underground
line, this is a low-rise building housing meticulously designed apartments.

 

a)   Status: Under Construction

b)   Launched: Q2 2023

c)   Scheduled completion: H1 2025

d)   Number of units: 9

 

3.   Oh So Close

 

Located within the leafy community of West Ealing, this project comprises of
two 3-storey houses divided into luxury flats.

 

a)   Status: Completed

b)   Launched: Q2 2023

c)   Number of units: 17

 

4.   Albert Hall

 

7&8 Albert Hall Mansions 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.

 

a)   Status: Under Construction

b)   Launched: Q2 2024

c)   Scheduled completion: Q2, 2027

d)   Number of units: 1

 

 

FY 2024 financial performance

 

A Diversified and Resilient business model

 

Dar Global PLC has demonstrated a robust and versatile business model in the
two years since its London Stock Exchange listing. The Company has
consolidated its position as a leading developer of luxury homes, and achieved
remarkable milestones, setting the stage for future expansion, and sustained
long-term growth.

 

2024, was a showcase of Dar Global's resilience, whereby we flourished despite
a challenging global environment and made significant operational progress.
The Company's financial performance for 2024 reflects its strategic focus on
long-term growth. While reported revenue and EBITDA were lower compared to the
previous year, Dar Global achieved substantial increases in sales and Gross
Development Value (GDV) of launched projects both of which are key performance
indicators for our business. This growth in sales and GDV underscores the
Company's commitment to delivering sustainable value and its strong market
positioning in the luxury real estate sector.

 

Dar Global's success is further supported by our expanding portfolio, which
now spans nine markets and attracts affluent clientele from over 100
nationalities. The Company's strategic partnerships, innovative designs, and
focus on high-quality projects in desirable locations have contributed to its
rapid growth and will position us well for years to come.

 

Year 2024: Financial Performance

Revenue for the year stood at USD 240.3 million (FY 2023: USD 360.6 million)
and was primarily attributed to project progress across three key markets.
Gross Profit was USD 87.4 million, with a margin of 36% (FY 2023: USD 146.5
million and margin of 41%). EBITDA for the year was USD 30.0 million (FY 2023:
USD 83.0 million), while Net Profit stood at USD 14.9 million (FY 2023: USD
83.2 million).

 

Strategic Progress and Financial Stability

The Group continues to leverage its capital light model and maintain a
disciplined approach to liquidity management. The Group's liquidity position
strengthened significantly, with cash and cash equivalents (including escrow
and escrow retentions) reaching USD 424.4 million as of 31 December 2024, a
78% increase from USD 238.5 million in the previous year. Net asset value grew
to USD 478.5 million, reinforcing the Group's solid financial foundation and
operational strength.

 

The Group demonstrated robust access to capital, enhancing its financial
flexibility to capitalize on new opportunities. As of year-end, undrawn debt
facilities stood at USD 53.1 million, demonstrating the Group's financial
resilience and ability to fund future growth initiatives.

 

As of 31 December 2024, the total liquidity pool stands at c. USD 206.0
 million, including unrestricted undrawn debt facilities of c. USD 53.1
million and excluding project escrow balances. The Group's escrow balances
(including restricted cash) stood at USD 271.5 million which provides adequate
liquidity for completion of our ongoing projects. This robust liquidity
position provides the Group with the flexibility to capitalize on project
opportunities, ensuring a robust and dynamic asset portfolio to drive future
growth.

 

Summarised consolidated statement of profit or loss and other comprehensive
income

 

 Amounts in USD million                                       2024       2023
 Revenue                                                       240.3      360.6
 Cost of revenue                                               (152.9)    (214.1)
 Gross profit                                                  87.4       146.5
 Gross profit %                                               36%        41%
 Other income                                                  4.4        3.1
 SG&A expenses                                                 (67.1)     (68.0)
 Finance income/ (cost)                                        (11.3)     (0.2)
 Share of profit /(loss) from joint venture                    0.7        (0.1)
 Profit before tax                                             14.1       81.3
 Income tax credit                                             0.8        2.0
 Profit for the period                                         14.9       83.3
 Increase/(decrease) in foreign currency translation reserve   (1.9)      1.4
 Total comprehensive income for the year                       13.0      84.7

 

 

Summarised Balance Sheet

 

 Amounts in USD million                    2024     2023   Change
 Cash and cash Equivalents                 413.6    228.5  185.1
 Escrow retentions                         10.8     10.0   0.8
 Trade and unbilled receivables            277.3    221.9  55.4
 Advances, deposits and other receivables  119.8    60.9   58.9
 Development properties                    586.4    216.9  369.5
 Other assets                              33.5     29.2   4.3
 Total assets                              1,441.4  767.4  674.0
 Trade and other payables                  85.0     25.7   59.3
 Advance from customers                    180.0    57.5   122.5
 Bank borrowings                           205.5    125.4  80.1
 Due to related parties                    222.6    1.2    221.4
 Development property liabilities          254.7    78.6   176.1
 Other liabilities                         15.1     13.5   1.6
 Total liabilities                         962.9    301.9  661.0
 Net asset value / Total equity            478.5    465.5  13.0

 

 

·  Development properties - There was a gross addition of USD 522.4 million
primarily driven by the acquisition of lands in UAE, Oman, and KSA, as well as
the asset acquisition through Dar Al Arkan for Real Estate Development WLL,
Qatar. This increase is offset by USD 152.9 million transferred to the cost of
goods sold as per revenue recognition.

 

·  Advances from customers - There was an increase in collections during the
year due to the launch of new projects in KSA, Oman, and UAE, as well as
collections from sale of new and previously sold units in existing projects,
in line with the agreed payment plans.

 

·  Development property liabilities - Increase in development property
liabilities is mainly due to the acquisition of lands in KSA, Oman, Qatar and
UAE under a deferred payment plan.

 

·  Advances, deposits and other receivables - The increase is mainly
attributed to advances for land acquisitions, contractor payments in line with
contractual obligations and sales commission paid to brokers and employees for
sale of properties.

 

·  Bank borrowings: Bank borrowings have increased as funds have been
utilised for expansion, the acquisition of new land plots, and meeting working
capital requirements.

 

·  Due to related parties: During the year, the Group obtained a financing
facility of up to USD 325 million from its major shareholder. The increase is
mainly on account of drawdown of loan, which has been utilised for acquiring
land plots for new projects.

 

 

Prospects for 2025

The Group's strong sales momentum and significant GDV of newly launched
projects highlights the underlying strength of Dar Global's business. As these
projects advance in 2025, we expect revenue and profitability to increase.
Additionally, the Group has strategically acquired two land parcels in Dubai,
which are planned for launch in 2025, further reinforcing its presence in the
region. Plans are also underway to unveil additional phases in Oman and Qatar,
with a focus on ongoing exploration of expansion opportunities across its key
geographies in the Middle East and Europe. These initiatives reflect Group's
proactive approach and commitment to capitalising on market potential and
generating long-term value for stakeholders.

 

Dar Global's planned entry into the United States market in 2025 also
represents a bold step towards global expansion, aiming to develop luxury
residences for both US-based and international buyers. This move, coupled
with the Company's diverse portfolio of projects across Saudi Arabia, the UAE,
Qatar, Oman, and Spain, positions Dar Global for steady growth and reinforces
its status as a leader in the global luxury real estate sector.

 

Principal risks and uncertainties

 

Strategic and financial risks

 

 Risk description                                                                   Remediation / Mitigation
 1. Property market cycles and interest rates
 Changes in macroeconomic environment or tightening of financial conditions may     - Critical assessment of target location and underlying demand.
 lead to falling demand through a reduction in the wealth of our target

 affluent customer demographic. This could result in reduced sales volumes and      - Conservative deployment of capital.
 affect our ability to deliver profitable growth.

                                                                                  - Joint venture agreements for suitable land and partners.
 Availability of suitable land at appropriate cost is also strongly impacted by

 property market conditions, incorrect timing of purchases could impact future      - Frequent review of pricing.
 profitability.

                                                                                    - Strong relationships with key brokers.

                                                                                    - Geographical diversification.
 2. Capital availability and solvency
 Lack of sufficient financing may restrict our ability to respond to changes in     - Disciplined capital management.
 the economic environment and take advantage of appropriate land buying and

 operational opportunities to deliver strategic priorities.                         - Secured funding lines for future opportunities.

                                                                                    - Strong and supportive majority shareholder.
 3. Political risk
 Significant political events locally and globally may impact Dar Global's          - Diversification across several jurisdictions, with the majority considered
 business as customers may be reluctant to make purchases due to uncertainty.       safe havens by wealthy investors.
 Sanctions may cause supply chain disruption, and changes in local laws may

 increase costs or cause delays to projects.                                        - Conservative capital policy enables management to tolerate lower sales
                                                                                    volumes and avoid steep price cuts.

 

Operational risks

 

 Risk description                                                                                                            Remediation / Mitigation
                                           4. Contractor ability to deliver on time with high quality/low defect
 Failure to achieve excellence in construction, such as late completion of                                                   - Rigorous contractor due diligence.
 works, design and construction defects could expose the Company to future

 remediation liabilities, and impact future sales through reputational damage.                                               - Legally binding contractual terms.

                                                                                                                             - Stringent quality assurance through build programme oversight by both Dar
                                                                                                                             Global engineers and independent consultants on multiple sites across several
                                                                                                                             countries.
                                           5. Legal risks: joint venture and branding
 Differences in interpretation of goals, roles, and responsibilities of each                                                 - Extensive due diligence on all partners.
 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/                                               - Contractual agreements detailing roles, responsibilities and performance
 financial stability of one of our partners, could result in large losses and                                                requirements, defined through pre-agreement discussions to effectively address
 reputational damage to Dar Global.                                                                                          and allocate ownership of risks and potential liabilities between parties.

                                                                                                                             - Effective, frequent communication and updates to all relevant parties
                                                                                                                             throughout the life of each project.

                                                                                                                             - Oversight by both Dar Global engineers and independent consultants
                                           6. Labour standards and health & safety
 Health and safety, or environmental breaches can impact Dar Global's                                                        - Robust health and safety procedures for all construction sites.
 employees, subcontractors and site visitors, and result in reputational

 damage, criminal prosecution, civil litigation, increased cost and delays in                                                - Regular health and safety monitoring, external audits of all sites, and
 construction.                                                                                                               regular management reviews.

                                                                                                                             - Contractual requirements for all subcontractors to abide by high standards
                                                                                                                             of safety
                                           7. Cyber and data risk
 The Group places significant reliance upon the availability, accuracy, and                                                  To address the residual risk, the Group:
 confidentiality of all of its information systems and data. It could suffer

 significant financial and reputational damage from corruption, loss or theft                                                - Has a comprehensive Information Security Programme to complement existing
 of data.                                                                                                                    controls, addressing any vulnerabilities and implementing best practices with
                                                                                                                             the support of specialist external third parties.

                                                                                                                             - Deployed multi-factor authentication on key platforms.

                                                                                                                             - Uses cloud-based services reducing centralised risk exposure.
                                           8. Employee relations
 Increasing competition for skills may mean we are unable to recruit and retain                                              We have the following measures in place:
 the best people. It could result in a failure to deliver our strategic

 objectives, a loss of corporate knowledge and competitive advantage.                                                        - Succession planning for key management.

                                                                                                                             - Monitoring attrition rates, attendance and feedback from exit interviews.

                                                                                                                             - In addition, we are enhancing our performance management approach.

 

 

Directors' Responsibility Statement

 

The directors confirm that, to the best of their knowledge the audited
financial statements have been prepared in accordance with UK-adopted
international accounting standards, and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and
that this announcement includes a fair review of the development and
performance of the business and the position of the Group.

 

The names and functions of the Company's directors are listed on the Company's
website.

 

By order of the Board.

 

 

 

David Weinreb

Chairman

12 March 2025

 

 

 

 

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Consolidated statement of financial position

(In United States dollar)

                                                     December 31,       December 31,
                                               Note  2024               2023

 ASSETS

 Cash and cash equivalents                     5     413,625,405        228,492,034
 Trade and unbilled receivables                6     277,338,806        221,867,464
 Advances, deposits and other receivables      7     119,774,587        60,870,788
 Development properties                        8     586,415,420        216,931,211
 Escrow retentions                             9     10,774,653         9,987,477
 Investment in joint venture                   10    -                  5,370,876
 Loan to joint venture                         11    -                  2,150,987
 Due from related parties                      19    1,600,015          8,619,797
 Property and equipment                        12    21,897,663         5,536,049
 Right-of-use assets                           13    4,133,177          5,538,638
 Deferred tax assets                           20    5,860,228          1,980,741
                                                     -----------------  ---------------
 TOTAL ASSETS                                        1,441,419,954      767,346,062
                                                     ==========         =========
 LIABILITIES AND EQUITY

 LIABILITIES
 Trade and other payables                      14    85,015,114         25,713,890
 Advances from customers                       15    180,027,547        57,523,290
 Retention payable                             16    9,630,047          6,849,069
 Development property liabilities              17    254,747,426        78,631,324
 Bank borrowings                               18    205,493,025        125,363,803
 Due to related parties                        19    222,567,717        1,248,415
 Employees' end of service benefits                  1,117,792          660,158
 Lease liabilities                             13    4,114,862          5,944,562
 Deferred tax liabilities                      20    252,935            -
                                                     ---------------    ---------------
 TOTAL LIABILITIES                                   962,966,465        301,934,511
                                                     =========          =========
 EQUITY
 Share capital                                 21    1,800,216          1,800,216
 Share premium                                 22    88,781,078         88,781,078
 Retained earnings                                   387,488,728        372,985,572
 Foreign currency translation reserve                (437,202)          1,436,244
 Statutory reserve                             2.21  820,669            408,441
                                                     ---------------    ---------------
 TOTAL EQUITY                                        478,453,489        465,411,551
                                                     -----------------  ---------------
 TOTAL LIABILITIES AND EQUITY                        1,441,419,954      767,346,062
                                                     ==========         =========

 

The accompanying notes from 1 to 37 form an integral part of these
consolidated financial statements.

 

 

 

 

These consolidated financial statements were approved by the Board of
Directors on 12 March 2025 and signed on its behalf by:

 
 

__________________                    __________________

 

David Weinreb
Ziad El Chaar

Chairman                                          Chief Executive Officer

 

 

 

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Consolidated statement of profit or loss and other comprehensive income

(In United States dollar)

                                                                              December 31,          December 31,
                                                                              2024                  2023
                                                                        Note

 Revenue                                                                23         240,330,393      360,575,755
 Cost of revenue                                                        23    (152,946,653)         (214,131,383)
                                                                              ---------------       ---------------
 Gross profit                                                                    87,383,740         146,444,372
 Other income                                                           24    4,373,756             3,147,006
 Selling and marketing expenses                                         25    (27,345,974)          (38,764,532)
 General and administrative expenses                                    26    (39,737,003)              (29,256,276)
 Finance costs                                                          27    (22,979,983)          (5,020,798)
 Finance income                                                         27    11,690,273            4,788,820
 Share of profit/ (loss) from joint venture                             10    704,640               (93,162)
 Gain from disposal of joint venture                                    10    20,038                -
                                                                              ---------------       ---------------
 Profit before tax                                                            14,109,487            81,245,430
 Income tax credit                                                      20    803,690               1,980,741
                                                                              ---------------       ---------------
 Profit for the year                                                          14,913,177            83,226,171
                                                                              =========             =========
 Other comprehensive income
 Items that are or may be classified subsequently to profit or loss
 (Decrease)/increase in foreign currency translation reserve                  (1,871,239)           1,434,037
                                                                              ---------------       ---------------
 Total comprehensive income for the year                                      13,041,938            84,660,208
                                                                              ========              ========
 Profits attributable to:
 Owners of the company                                                        14,913,177            83,226,171
 Non-controlling Interests                                                    -                     -
                                                                              ---------------       ---------------
                                                                              14,913,177            83,226,171
 Total comprehensive income attributable to:                                  =========             =========
 Owners of the company                                                        13,041,938            84,660,208
 Non-controlling Interests                                                    -                     -
                                                                              ----------------      -------------
                                                                              13,041,938            84,660,208
                                                                              =========             ========
 Earnings per share attributable to owner of the Company:
 -  basic and diluted earnings per share (USD)                          28    0.08                  0.46
                                                                              ----------------      --------------
 Adjusted earnings before interest, tax, depreciation and amortisation
 (adjusted EBITDA)
 Net finance costs                                                            11,289,710            231,978
 Depreciation on property and equipment and right-of-use assets               4,530,248             3,184,400
 Listing related (reversal)/ expenses                                         -                     (1,680,520)
 Tax credit                                                                   (675,239)             (1,937,734)
                                                                              -------------         -------------
 Adjusted earnings before interest, tax, depreciation and amortisation
 (adjusted EBITDA)                                                            30,057,896            83,024,295
                                                                              ========              ========

 

The accompanying notes from 1 to 37 form an integral part of these
consolidated financial statements.

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Consolidated statement of changes in equity

(In United States dollar)

 

                                                                 Share capital  Statutory reserve  Foreign currency translation reserve  Retained earnings  Share premium   Capital Contribution  Total equity

 Balance as at January 1, 2023                                   22,395,109     -                  -                                     -                  -               259,006,479           281,401,588
 Profit for the year                                             -              -                  -                                     83,226,171         -               -                     83,226,171
 Other comprehensive income                                      -              -                  1,436,244                             -                  -               -                     1,436,244
 Total comprehensive income for the year                         -              -                  1,436,244                             83,226,171         -               -                     84,662,415
 Transaction with owners of the Company
 Issue of shares related to acquisition of subsidiary (notes 21  3,666,666      -                  -                                     -                  279,662,114     (259,006,479)         24,322,301

 & 22)
 Issue of ordinary shares (notes 21 & 22)                        216,216        -                  -                                     -                  71,783,588      -                     71,999,804
 Reduction of share capital (notes 21 & 22)                      (24,477,775)   -                  -                                     287,142,399        (262,664,624)   -                     -
 Other reserves                                                  -              -                  -                                     3,025,443          -               -                     3,025,443
 Statutory reserve                                               -              408,441            -                                     (408,441)          -               -                     -
 Total transactions with owners of the Company                   (20,594,893)   408,441            -                                     289,759,401        88,781,078      (259,006,479)         99,347,548
                                                                 ------------   ------------       ------------                          ----------------   --------------  -----------           ---------------
 Balance as at December 31, 2023                                 1,800,216      408,441            1,436,244                             372,985,572        88,781,078      -                     465,411,551
                                                                 =======        =======            =======                               =========          ========        ======                =========

 Balance as at January 1, 2024                                   1,800,216      408,441            1,436,244                             372,985,572        88,781,078      -                     465,411,551
 Profit for the year                                             -              -                  -                                     14,913,177         -               -                     14,913,177
 Other comprehensive income/(loss)                               -              -                  (1,871,239)                           -                  -               -                     (1,871,239)
 Total comprehensive income for the year                         -              -                  (1,871,239)                           14,913,177         -               -                     13,041,938
 Transaction with owners of the Company
 Other reserves                                                  -              2,207              (2,207)                               -                  -               -                     -
 Statutory reserve                                               -              410,021            -                                     (410,021)          -               -                     -
 Total transactions with owners of the Company                   -              412,228            (2,207)                               (410,021)          -               -                     -
                                                                 ------------   ------------       ------------                          ----------------   --------------  -----------           ---------------
 Balance as at December 31, 2024                                 1,800,216      820,669            (437,202)                             387,488,728        88,781,078      -                     478,453,489
                                                                 =======        =======            =======                               =========          ========        ======                =========

 

 

The accompanying notes from 1 to 37 form an integral part of these
consolidated financial statements.

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Consolidated statement of cash flows

 

                                                                                                                                                                          December 31,               December 31,
                                                                                                                                                                          2024                       2023
                                                                                                                                                                    Note
 Cash flows from operating activities
 Profit for the year                                                                                                                                                      14,913,177                 83,226,171
 Adjustments for:
 Depreciation on property and equipment                                                                                                                             26    2,022,188                  984,458
 Depreciation on right-of-use assets                                                                                                                                26    2,508,060                  2,200,115
 Provision for employees' end of service benefits                                                                                                                         653,073                    334,248
 Accruals for listing related expenses                                                                                                                              26    -                          (1,680,520)
 Finance costs                                                                                                                                                      27    22,979,983                 5,020,798
 Finance income                                                                                                                                                     27    (11,690,273)               (4,788,820)
 Share of (profit)/loss from joint venture                                                                                                                          10    (704,640)                  93,162
 Gain from disposal of joint venture                                                                                                                                10    (20,038)                   -
 Income tax credit                                                                                                                                                        (803,690)                  (1,980,741)
                                                                                                                                                                          ---------------------      ---------------------
 Operating profit before working capital changes                                                                                                                          29,857,840                 83,408,871
 Working capital changes:

 Trade and unbilled receivables                                                                                                                                           (55,471,342)               (181,314,724)
 Advances, deposits and other receivables                                                                                                                                 (54,577,821)               20,261,061
 Development properties                                                                                                                                                   (167,585,674)              89,177,623
 Trade and other payables                                                                                                                                                 55,904,872                 (271,431)
 Advances from customers                                                                                                                                                  84,862,015                 (36,932,806)
 Retention payable                                                                                                                                                        2,541,630                  2,810,866
 Due to related party                                                                                                                                                     1,556,244                  (853,253)
                                                                                                                                                                          ------------------------   ---------------------
 Cash used in operating activities                                                                                                                                        (102,912,236)              (23,713,793)
 Employee benefits paid                                                                                                                                                   (224,830)                  -
                                                                                                                                                                          -------------------------  -----------------------
 Net cash used in operating activities                                                                                                                                    (103,137,066)              (23,713,793)
                                                                                                                                                                          ------------------------   ----------------------
 Cash flows from investing activities
 Acquisition of property and equipment                                                                                                                              12    (18,149,090)               (4,397,667)
 Escrow retentions                                                                                                                                                        (787,176)                  (4,134,224)
 Funds transferred to related parties                                                                                                                                     (125,628)                  (2,796,105)
 Proceeds from disposal of property and equipment                                                                                                                   12    60,382                     10,223
 Proceeds from disposal of investment in joint venture                                                                                                              10    6,288,099                  -
 Net cash acquired on acquisition                                                                                                                                   30    9,355,259                  -
    Interest                                                                                                                                                        27    11,259,006                 3,754,858
 income
    Repayment/ (loan) to joint venture                                                                                                                                    2,150,987                  (48,742)
                                                                                                                                                                          ---------------------      ---------------------
 Net cash generated from/(used in) investing activities                                                                                                                   10,051,839                 (7,611,657)
 Cash flows from financing activities                                                                                                                                     --------------             --------------
 Proceeds from bank borrowings                                                                                                                                      18    147,882,072                77,234,071
 Repayment of bank borrowings                                                                                                                                       18    (67,092,067)                 (18,882,948)
 Interest expense on borrowings                                                                                                                                     27    (15,817,177)               (3,579,519)
 Payment of structuring fees for bank borrowings                                                                                                                          (660,784)                  (2,655,982)
 Proceeds from related party borrowings                                                                                                                             19    226,576,921                -
 Payment of structuring fees for related party borrowings                                                                                                                 (7,798,634)                -
 Proceeds from initial public offerings                                                                                                                                   -                          71,999,804
 Funds received from Major shareholder                                                                                                                                    -                          24,322,301
 Payment of lease liabilities                                                                                                                                       13    (2,931,863)                (1,898,214)
 Interest expense on lease liabilities                                                                                                                              13    (314,936)                  (376,587)
                                                                                                                                                                          -----------------------    -----------------------
 Net cash generated from financing activities                                                                                                                             279,843,532                146,162,926
                                                                                                                                                                          ----------------------     ----------------------
 Net increase in cash and cash balances                                                                                                                                   186,758,305                114,837,476
 Effect of translation of foreign currency                                                                                                                                (1,624,934)                1,042,173
 Cash and cash equivalents, beginning of the year                                                                                                                         228,492,034                112,612,385
                                                                                                                                                                          -----------------------    -----------------------
 Cash and cash equivalents at the end of the year                                                                                                                         413,625,405                228,492,034
 Cash and cash equivalents:                                                                                                                                               ---------------            ---------------
 Cash in hand                                                                                                                                                       5     81,076                     24,785
 Cash at banks                                                                                                                                                      5     413,544,329                228,467,249
                                                                                                                                                                          ---------------            ---------------
                                                                                                                                                                          413,625,405                228,492,034
 d                                                                                                                                                                        =========                  =========

The accompanying notes from 1 to 37 form an integral part of these
consolidated financial statements.

 

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Notes to the 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 6(th)
Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom.

 

1.3       These consolidated financial statements ("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 Al Arkan Properties L.L.C - UAE              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.

 

1.         Legal status and business activities (continued)

 

1.4       The Company has the following subsidiaries over which it has
direct or indirect control: (continued)

 

 Name of subsidiary and domicile                                                 Percentage of effective holding  Percentage of voting rights  License / Registration No.                    Principal activities
 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.
 Aqtab Properties L.L.C -UAE (Formerly Dar Al Arkan Global Property Development  100%                             100%                         Commercial license no. 997901                 Purchase and sale of real estate
 L.L.C)

 

1          Legal status and business activities (continued)

 

1.4       The Company has the following subsidiaries over which it has
direct or indirect control: (continued)

 

 Name of subsidiary and domicile                                    Percentage of effective holding  Percentage of voting rights  License / Registration No.        Principal activities
 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 Al Arkan Property Development SPC - Oman                       100%                             100%                         Commercial license no. 1402786    Real estate development, Construction of buildings (general constructions of
                                                                                                                                                                    residential and non-residential buildings
 Dar Global Luxury SPC - Oman                                       100%                             100%                         Commercial license no. 1540816    Real estate development

 

 

1          Legal status and business activities (continued)

 

1.4       The Company has the following subsidiaries over which it has
direct or indirect control: (continued)

 

 Name of subsidiary and domicile                 Percentage of effective holding  Percentage of voting rights  License / Registration No.           Principal activities
 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 Al Arkan Global Holdings Real Estate - KSA  100%                             100%                         Commercial license no.  1010924907   Development of projects and buying and selling of real estate.

 

 

 

 

 

 

1          Legal status and business activities (continued)

 

1.4       The Company has the following subsidiaries over which it has
direct or indirect control: (continued)

 

 Name of subsidiary and domicile                           Percentage of effective holding  Percentage of voting rights  License / Registration No.           Principal activities
 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 Al Arkan For Real Estate Development W.L.L, Qatar **  100%                             100%                         Commercial License No.               Real estate development

                                                                                                                         165584
 Dar Global Morocco LLC - Morocco *                        100%                             100%                         Commercial license no. 12673         Acquisition, development and sale of real estate properties, management and
                                                                                                                                                              administration of properties

 

 

1          Legal status and business activities (continued)

 

1.4       The Company has the following subsidiaries over which it has
direct or indirect control: (continued)

 

* These entities have been formed by the Group during the year 2024.

 

** This entity became part of the Group on 14 October 2024 pursuant to its
acquisition by Dar Global UK Holdings LTD (refer to note 30).

 

2          Material accounting policies

 

2.1       Statement of compliance

 

The financial information set out below has been extracted from the Company's
statutory accounts for the years ended 31 December 2023 and 31 December 2024
("FY24"). This results announcement does not constitute statutory accounts of
the Group within the meaning of Sections 434(3) and 435(3) of the Companies
Act 2006. Statutory accounts for 2023 have been delivered to the Registrar of
Companies, and those for 2024 will be delivered in due course.

 

The financial statements have been prepared in accordance with UK adopted
International Accounting Standards and in conformity with the requirements of
the Companies Act 2006.

 

The financial statements have been prepared on a going concern basis and
applying consistent accounting policies to those applied by the Group in the
comparative period. The Company will publish its full FY24 Annual Report and
Accounts, including the full text of the auditor's report in due course.

 

The auditors' report on the consolidated financial statements was unqualified,
did not draw attention to any matters by way of emphasis without qualifying
their report, and did not contain statements under Section 498(2) or 498(3) of
the Companies Act 2006.

 

This announcement has been prepared in accordance with the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority. It does not include
all the information required for a full annual financial report and should be
read in conjunction with that report when it is published.

 

 

All values are rounded to the nearest unit in 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 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 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 and associates.

 

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 53,081,754  at year end (refer
to note 18 and 19) show that the Company and the Group will be able to operate
within the level of resources and will be able to discharge its liabilities
including the mandatory repayment of banking facilities.

 

The Directors have, at the time of approving the consolidated financial
statements, a reasonable expectation that the Group have adequate resources to
continue in operational existence for the foreseeable future. Thus, they
continue to adopt the going concern basis of accounting in preparing the
consolidated 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 ends presented, with no
material impact on its consolidated 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.

 

The preparation of the financial statements requires estimates and assumptions
to be made that may affect the amounts reported in the financial statements
and accompanying notes. Actual amounts could differ from the estimates
included in the financial statements herein. The preparation of the 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 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 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 recognized 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 recognized in the 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 recognized 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.

 

Any gain or loss on translation from functional currency of subsidiaries to
presentation currency of the Group is taken to statement of other
comprehensive income.

 

Foreign exchange differences

 

Exchange differences on monetary items are recognized in 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.

2          Material accounting policies (continued)

 

2.4       Foreign currency (continued)

 

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
amortized cost, exchange differences are recognized in the 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 comprises of purchase price,
together with any incidental expense of acquisition.

 

Subsequent costs are included in the asset's carrying amount or recognized 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 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
they 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 recognized in the combined statement
of profit or loss.

 

 

 

2          Material accounting policies (continued)

 

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 favor 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 recognized 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 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 realizable 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 recognized at the
fair value of the consideration payable computed based on a deferred payment
plan as defined in the sale and purchase agreement ("SPA").

 

2          Material accounting policies (continued)

 

2.7       Development properties (continued)

 

            Net realizable 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
recognized in the profit or loss statement once the revenue recognition
criteria are satisfied. Additionally, advances from customers may be
derecognized 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 recognized immediately in the consolidated statement of profit or loss.

2          Material accounting policies (continued)

 

2.10     Impairment of non-financial assets (continued)

 

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 recognized for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognized immediately in the consolidated
statement of profit or loss.

 

2.11     Financial instruments

 

Financial assets and financial liabilities are recognized 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 amortized 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 and 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 amortized 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 accounts receivable, the Group applies the simplified approach permitted
by IFRS 9, which requires expected lifetime losses to be recognized from
initial recognition of the receivables.

 

2          Material accounting policies (continued)

 

            2.12     Financial assets (continued)

 

Derecognition of financial assets

 

The Group derecognizes 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 recognizes 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 recognize 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 recognized 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, development property liabilities, advance from customers and due
to related party.

 

Trade and other payables

 

Accounts 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
recognized initially at fair value and subsequently are measured at amortized
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 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.

 

 

 

2          Material accounting policies (continued)

 

2.13     Financial liabilities (continued)

 

Derecognition of financial liabilities

 

The Group derecognizes 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 recognized in
the consolidated statement of profit or loss.

 

2.14     Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the
consolidated statement of financial position, when there is a legally
enforceable right to offset the recognized amounts and there is an intention
to settle on a net basis or realize the asset and settle the liability
simultaneously.

 

2.16     Revenue recognition

 

Revenue from contracts with customers for development and sale of residential
properties

 

The Group recognizes 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 for revenue recognition over time, 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
part of the signed SPA issued to each customer. Revenue excludes taxes and
duty, and includes an adjustment for a significant financing component ("SFC")
where 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.

 

 

 

 

2          Material accounting policies (continued)

 

2.15     Revenue recognition (continued)

 

 

 

 

 

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.   Recognize revenue when (or as) the entity satisfies a performance
obligation.

 

The Group satisfies a performance obligation and recognizes 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 recognize 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 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 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          Material accounting policies (continued)

 

2.16     Cost of revenue

 

Cost of revenue represent cost for purchase of land, construction costs,
consultant costs, utilities cost, and other related direct costs recognized to
consolidated statement of profit or loss on percentage of completion or point
in time as applicable.

 

2.17     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
consolidated statement of profit or loss in the year in which they are
incurred.

 

2.18     Escrow Accounts

 

Escrow accounts represent bank accounts where money is held in 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
residential units 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 Dubai and KSA laws an escrow agent must
retain prescribed 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.

 

2.19     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.

 

2.20     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 year 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.

 

 

2          Material accounting policies (continued)

 

2.20     Taxation (continued)

 

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.

 

2.21     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.

 

2.22     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 about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. 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          Material accounting policies (continued)

 

2.22     Significant accounting judgements, estimates and Assumptions
(continued)

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized 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 carrying amounts of
assets and liabilities 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 judgments that has the most significant effect on the amounts
recognized in the consolidated 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 recognizing
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
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 recognizes 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 recognizes revenue
at a point in time. In recognizing 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 recognized over time

 

The Group has elected to apply the input method to measure the progress of
performance obligations where revenue is recognized 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 recognized.

2          Material accounting policies (continued)

 

2.23     Significant accounting judgements, estimates and Assumptions
(continued)

 

Critical judgements in applying accounting policies (continued)

 

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 carrying amounts of assets and liabilities within
the next financial year, are discussed below.

 

Significant financing component

 

In jurisdictions where the Group recognizes 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 recognized. 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 10% decrease in
gross revenue, whilst a decrease in total budgeted cost by 5% will lead to 12%
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 2024

 

The following standards and amendments apply for the first time to the
financial reporting periods commencing on or after January 01, 2024.

 

-        Non-current liabilities with Covenants - Amendments to IAS 1

-        Classification of Liabilities as Current or Noncurrent -
Amendments to IAS 1

-        Lease liability in a Sale and Leaseback - Amendments to IFRS
16

-        Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

 

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
consolidated financial statements.

 

The following standards and interpretations had been issued but not yet
mandatory for annual periods beginning after 1 January 2024.

 

 Description                                                                      Effective for annual periods beginning on or after

 Lack of Exchangeability - Amendments to IAS 21                                   January 1, 2025

 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

 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 1 January 2027. IFRS 18 replaces IAS 1 Presentation of
Financial Statements and will affect the presentation and disclosure of
financial performance in the Group's consolidated financial statements when
adopted.

 

The adoption of these new standards will have no material impact on the
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 consolidated
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 consolidated 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
years ended 31 December 2024 and 31 December 2023. Certain assets information
for geographic segments is presented as at 31 December 2024 and 31 December
2023.

 

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 year ended December 31, 2024:
 Revenue                                5,133,207    235,197,186
 Profit/(loss) for the year             (3,732,794)  18,645,971

 For the year ended December 31, 2023:
 Revenue                                -            360,575,755
 Profit for the year                    1,587,396    81,638,775

 As at December 31, 2024
 Total assets                           29,179,639   1,412,240,315
 Total liabilities                      235,150,383  727,816,082

 As at December 31, 2023
 Total assets                           35,170,037   732,176,025
 Total liabilities                      2,386,588    299,547,923

 

 

 

 

4          Segment Information (continued)

 

a)   The major geographical areas of total assets and revenue under
"International" sub-segment are given below:

 

                  As at December     As at December
                  31, 2024           31, 2023
                  ----------------   ----------------
 Total Assets
 UAE              959,149,463        619,795,160
 Qatar            99,514,428         -
 Oman             145,792,264        40,651,994
 KSA              117,930,811        26,667
 Other countries  89,853,349         71,702,204
                  -----------------  ---------------
                  1,412,240,315      732,176,025
                  ==========         =========
 Revenue
 UAE              156,382,028        360,575,755
 Qatar            37,338,548         -
 Oman             39,876,610         -
 KSA              1,600,000          -
                  ---------------    ---------------
                  235,197,186        360,575,755
                  =========          =========

 

5          Cash and cash equivalents

 

                                                           As at December    As at December
                                                           31, 2024          31, 2023
                                                           ----------------  ----------------

 Cash in hand                                              81,076            24,785
 Cash at bank
 -     Current accounts                                    32,606,307        12,815,812
 -     Escrow retention accounts (refer to (a) below)      10,774,653        9,987,477
 -     Escrow accounts (refer to (b) below)                260,680,858       148,308,559
 -     Demand deposit (refer to (c) below)                 120,257,164       67,342,878
                                                           ----------------  ----------------
                                                           424,400,058       238,479,511
 Less: Escrow retention accounts (refer to note 9)         (10,774,653)      (9,987,477)
                                                           ----------------  ---------------
                                                           413,625,405       228,492,034
                                                           =========         =========

 

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.

 

 

 

 

5          Cash and cash equivalents (continued)

 

 

b)   The above represents Escrow accounts maintained with a commercial bank
in accordance with the local laws issued by the governing body of the
respective countries. This escrow account can be used for making payments
directly related to the projects subject to the regulations and therefore
meets the cash and cash equivalents criteria. The significant increase in the
balances during the period is mainly due to collections from customers as per
the payment plan.

 

c)   The above includes a deposit of USD 93,006,048 held with one of its
related parties (refer to note 19), 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 December    As At December
                                                      31, 2024          31, 2023
                                                      ----------------  ----------------

 Unbilled receivables (refer to (a) below)            244,363,889       207,553,472
 Trade receivables (refer to (b) below)               32,974,917        14,313,992
                                                      ----------------  ----------------
                                                      277,338,806       221,867,464
 Less: Provision for impairment on trade receivables  -                 -
                                                      ----------------  ----------------
 Net receivables                                      277,338,806       221,867,464
                                                      =========         =========
 Not more than 12 months                              174,545,102       139,199,058
 More than 12 months                                  102,793,704       82,668,406
                                                      ----------------  ---------------
                                                      277,338,806       221,867,464
                                                      =========         =========

 

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:

 

 

 

 

 

6          Trade and unbilled receivables (continued)

 

                          As At December    As At December
                          31, 2024          31, 2023
                          ----------------  ---------------

 Current (Not past due)   244,363,889       207,553,472
 Not more than 90 days    21,034,872        7,749,411
 Between 91 to 180 days   4,450,299         907,483
 Between 181 to 360 days  2,695,093         4,229,881
 More than 360 days       4,794,653         1,427,217
                          ---------------   ---------------
 Total                    277,338,806       221,867,464
                          =========         =========

 

Refer note 31(d) on credit risks of trade and unbilled receivables, which
explains how the Group manages and measures credit quality of trade and
unbilled receivables.

 

7          Advances, deposits and other receivables

                                                             As at December    As at December
                                                             31,2024           31,2023
                                                             ----------------  ----------------

 Prepayments (refer to (a) below)                            57,360,824        33,100,762
 Advances to suppliers and contractors (refer to (b) below)  47,211,940        23,324,510
 Margin deposit (refer to (c) below)                         3,546,942         1,353,302
 Other deposits (refer to (d) below)                         6,296,603         1,007,198
 Other receivables                                           2,710,003         687,037
 VAT refundable                                              2,648,275         1,397,979
                                                             --------------    --------------
                                                             119,774,587       60,870,788
                                                             ========          ========
 Not more than 12 months                                     116,227,645       59,517,486
 More than 12 months                                         3,546,942         1,353,302
                                                             --------------    --------------
                                                             119,774,587       60,870,788
                                                             ========          ========

 

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 50,590,518 (2023: USD 27,685,694)
and will be amortized consistent with the pattern of revenue in the future.

 

b)         The above includes an advance payment of USD 15,853,249 for
the acquisition of land plots in the UAE.

 

c)         The above represents margin deposits held with a bank
against project guarantee (refer to note 33). The credit risk on these
deposits is limited because the counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.

 

7          Advances, deposits and other receivables (continued)

d)         The above mainly includes a deposit of USD 5,043,187 (AED
18,521,104) with Dubai Land Department related to escrow retentions for one of
the projects in Dubai. The credit risk on this deposit is limited because the
counterparty is a government body.

 

8          Development properties

 

                                                              As at December   As at December
                                                              31,2023          31,2023
                                                              ---------------  ---------------

 Balance at the beginning of the year                         216,931,211      302,274,899
 Additions during the year                                    454,350,102      130,052,699
 Recognised as part of asset acquisition (refer to note 30)   67,240,828       -
 Reclass from/(to) property and equipment (refer to note 12)  839,932          (1,265,004)
 Cost of revenue (refer to note 23)                           (152,946,653)    (214,131,383)
                                                              ---------------  ---------------
 Balance at the end of the year                               586,415,420      216,931,211
                                                              =========        =========

 

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 realizable value of development properties for
impairment on each reporting date and the management believes that the net
realizable value of the above development properties is higher than its
carrying value as on the reporting date.

 

Development properties in the UAE, Qatar, Oman and KSA include land acquired
with minimal upfront cash contributions and variable consideration. On initial
recognition these properties have been recognized 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 17). 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 with mortgage value of USD 113,785,025 (December 2023:
USD 95,302,927) is registered as primary mortgage in the favour of commercial
banks against the borrowings (note 18).

 

The development properties are located in UAE, United Kingdom, Spain, Bosnia,
Oman, Qatar and KSA.

 

9          Escrow retentions

 

                               As at December   As at December
                               31, 2024         31,2023
                               ---------------  ---------------

 More than 12 months (note 5)  10,774,653       9,987,477
                               ========         ========

 

10        Investment in joint venture

 

                    As at December                      As at December
                    31, 2024                            31,2023
                                       ---------------  ---------------

 Percentage of ownership interest      -                75.30%

 149 OPL Ltd                           -                5,370,876
                                       ========         ========

 

The table below represents the movement during the year:

                                       As at December    As at December
                                       31, 2024          31,2023
                                       ----------------  ----------------

 Balance at the beginning of the year  5,370,876         4,681,667
 Interest income                       431,267           520,842
 Net profit/ (loss)                    704,640           (93,162)
 Gain on disposal                      20,038            -
 Disposal*                             (6,457,206)       -
 Translation adjustments               (69,615)          261,529
                                       --------------    --------------
 Balance at the end of the year        -                 5,370,876
                                       ========          ========

 

* On 3 November 2024, the Group disposed of its interest in the joint venture
for a consideration of USD 6,457,206. The cash proceeds received against the
consideration was USD 6,288,099 with the remaining USD 169,107 included under
other receivables. This disposal resulted in a gain of USD 20,038.

 

11        Loan to joint venture

              As at December    As at December
              31, 2024          31,2023
              ----------------  ----------------

 149 OPL Ltd  -                 2,150,987
              ========          ========

 

The amount was repaid during the year.

12        Property and equipment

 

                                                                 Land           Leasehold improvements  Furniture and fixtures  Computers and office equipment  Capital work-in-progress  Total

 Cost
 As at January 1, 2023 (unaudited)                               -              -                       43,153                  237,835                         576,016                   857,004
 Additions                                                       -              227,250                 941,356                 1,729,079                       1,499,982                 4,397,667
 Transfer from Capital work-in-progress                          -              1,412,172               429,343                 -                               (1,841,515)               -
 Reclass from development properties                                            -                       -                       590,872                         674,132                   1,265,004

                                                                 -
 Disposal                                                        -              -                       -                       (10,223)                        -                         (10,223)
 Translation adjustments                                         -              6,524                   19,068                  300                             -                         25,892
                                                                 ----           ----------              ------------            ------------                    ------------              ------------
 As at December 31, 2023                                         -              1,645,946               1,432,920               2,547,863                       908,615                   6,535,344
                                                                 ----           ----------              ------------            ------------                    -----------               ------------
 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 (refer to note 30)      -              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
                                                                 -------------  ------------            ------------            ------------                    -----------               ------------

                                 Accumulated depreciation
 As at January 1, 2023 (unaudited)                               -              -                       5,425                   9,448                           -                         14,873
 Charge for the year                                             -              192,693                 268,456                 523,309                         -                         984,458
 Disposal                                                        -              -                       -                       (173)                           -                         (173)
 Translation adjustments                                         -              -                       -                       137                             -                         137
                                                                 ----           ----------              ----------              ----------                      ------------              ------------
 As at December 31, 2023                                         -              192,693                 273,881                 532,721                         -                         999,295
                                                                 ----           ----------              ----------              ----------                      ------------              ------------
 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
                                                                 ----           ----------              ----------              ------------                    ------------              ------------
 Carrying value as
 As at December 31, 2024                                         15,990,579     2,195,942               834,994                 2,876,148                       -                         21,897,663
                                                                 ========       ======                  ======                  ======                          =======                   =======
 As at December 31, 2023                                         -              1,453,253               1,159,039               2,015,142                       908,615                   5,536,049
                                                                 ========       ======                  ======                  ======                          =======                   =======

 

The addition in land during the current 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.

 

13        Right-of-use assets and Lease liabilities

 

The Group primarily leased office spaces, with lease term typically spanning 3
years.

 The carrying amounts of the Group's right-of-use assets and lease
liabilities and the movements during the year:

 

 Right-of-use assets                                         As at December    As at December
                                                             31, 2024          31,2023
                                                             ----------------  ----------------

 Balance at the beginning of the year                        5,538,638         2,643,470
 Additions during the year                                   -                 5,095,167
 Recognised as part of asset acquisition (refer to note 30)  1,175,633         -
 Depreciation charge for the year                            (2,508,060)       (2,200,115)
 Translation adjustments                                     (73,034)          116
                                                             --------------    --------------
 Balance at the end of the year                              4,133,177         5,538,638
                                                             ========          ========

 

 Lease liabilities                                           As at December    As at December
                                                             31, 2024          31,2023
                                                             ----------------  ----------------

 Balance at the beginning of the year                        5,944,562         2,743,815
 Additions during the year                                   -                 5,095,167
 Recognised as part of asset acquisition (refer to note 30)  1,217,570         -
 Interest expense for the year                               314,936           376,587
 Payments for the year                                       (3,246,799)       (2,274,801)
 Translation adjustments                                     (115,407)         3,794
                                                             ------------      ------------
 Balance at the end of the year                              4,114,862         5,944,562
                                                             =======           =======

 Not more than 12 months                                     2,797,673         2,597,561
 More than 12 months                                         1,317,189         3,347,001
                                                             ------------      ------------
                                                             4,114,862         5,944,562
                                                             =======           =======

 

14        Trade and other payables

 

                                  As at December    As at December
                                  31, 2024          31,2023
                                  ----------------  ----------------

 Trade payables                   8,902,807         3,050,477
 Accruals  (refer to (i) below)   76,112,307        22,533,630
 Other payables                   -                 129,783
                                  --------------    --------------
                                  85,015,114        25,713,890
                                  ========          ========

14        Trade and other payables (continued)

 

 Not more than 12 months  85,015,114     25,713,890
 More than 12 months      -              -
                          -------------  -------------
                          85,015,114     25,713,890
                          ========       ========

 

i.    This mainly includes accruals for project related expenses and sales
commission.

 

15        Advances from customers

 

                                                             As at December    As at December
                                                             31, 2024          31,2023
                                                             ----------------  ----------------

 Balance at the beginning of the year                        57,523,290        94,456,096
 Additions during the year                                   266,877,110       102,043,688
 Revenue recognized during the year                          (180,098,407)     (137,692,637)
 Recognised as part of asset acquisition (refer to note 30)  37,642,242        -
 Income from termination of units (refer to note 24)         (1,916,688)       (1,283,857)
                                                             ---------------   --------------
 Balance at the end of the year                              180,027,547       57,523,290
                                                             =========         ========

 

            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 31
December 2024 is USD 219,557,394 (31 December 2023: USD 165,477,358). The
Group expects to recognise these unsatisfied performance obligations as
revenue over a period of 1 to 5 years.

 

16        Retention payable

 

                                                                     As at December    As at December
                                                                     31,2024           31,2023
                                                                     ----------------  ----------------

 Retention payable for construction works - not more than 12 months  4,811,952         2,956,238
 Retention payable for construction works - more than 12 months      4,818,095

                                                                                       3,892,831
                                                                     ------------      ------------
                                                                     9,630,047         6,849,069
                                                                     =======           =======

 

 

 

 

 

17        Development property liabilities

 

                                                                      As at December    As at December
                                                                      31,2024           31,2023
                                                                      ----------------  ----------------

 Development property liabilities for Land - not more than 12 months  135,545,451       -
 Development property liabilities for Land - more than 12 months      119,201,975       78,631,324
                                                                      --------------    --------------
                                                                      254,747,426       78,631,324
                                                                      ========          ========

 

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%.

 

The above includes USD 36,378,866 through acquisition of assets during the
year (refer to note 30).

 

There were acquisitions of land during the year in the amount of USD
153,218,519 which resulted in an increase to the development property
liability.

 

18        Bank borrowings

 

                      As at December                         As at December
                      31,2024                                31,2023
                                           ----------------  ----------------

 Balance at the beginning of the year      128,019,785       69,668,662
 Add: Drawdown during the year             147,882,072       77,234,071
 Less: Repayments during the year            (67,092,067)    (18,882,948)
                                           ----------------  ---------------
 Total borrowings                          208,809,790       128,019,785
 Less:- Unamortised cost                   (3,316,765)       (2,655,982)
                                           ---------------   ---------------
                                           205,493,025       125,363,803
                                           ========          =========

18        Bank borrowings (continued)

 

 Bank borrowings maturity profile:  As at December    As at December

                                    31, 2024          31,2023
                                    ----------------  ----------------

 Not more than 12 months            16,337,646        17,699,115
 More than 12 months                189,155,379       107,664,688
                                    --------------    ---------------
                                    205,493,025       125,363,803
                                    ========          =========

 

The Group has following secured interest-bearing borrowings:

 

-     On 17 May 2024, the Group has obtained financing facility of USD
18,278,306 (GBP 14,547,000) from a commercial bank in London. This facility is
secured against development property (note 8) in the United Kingdom and
carries interest at SONIA rate plus 2.25% per annum and is repayable by May
2026.

 

During the year, the Group has drawn down USD 10,209,063 (GBP 8,125,000). The
amount of undrawn facility as at 31 December 2024 is USD 8,069,243 (GBP
6,422,000).

 

-     On 26 May 2023, the Group secured a financing facility of USD
204,220,558 (AED 750,000,000) from a commercial bank in UAE, backed by a
guarantee from the Major shareholder and the Ultimate parent company of the
major shareholder. The facility is repayable in half-yearly instalments, with
the final payment due at maturity in July 2027. The facility carries an
interest rate of 3 months EIBOR plus 2.30% per annum.

 

During the year, the Group has drawn USD 127,978,216 (AED 470,000,000). The
amount of undrawn facility as at 31 December 2024 is USD 8,168,822 (AED
30,000,000).

 

-     During the year 2022, the Group entered into a financing facility
with a commercial bank for an amount of USD 87,134,105 (AED 320,000,000). This
facility is secured against development property (note 8) in UAE, carries
interest at 3 months EIBOR plus 2.55% per annum and is repayable by November
2027.

 

During the year, the Group has drawn USD 9,694,793 (AED 35,604,129).The amount
of undrawn facility as at 31 December 2024 is USD 5,317,477 (AED 19,528,434).

 

19        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.

 

 

 

 

 

 

19        Related party transactions (continued)

 

a)         Due from related parties

 

                                                                             As at December    As at December
                                                                             31,2024           31,2023
                                                                             ----------------  ----------------
 Subsidiary
 Dar Al Arkan For Real Estate Development W.L.L, Qatar (refer to (i) below)  -                 7,201,786

 Entity under common control
 Compass Project For Contracting LLC, UAE                                    1,600,000         -
 Quara Holding, UAE                                                          15                1,392,125
 Dar (Beijing) International Holdings Co. Ltd., China                        -                 25,886
                                                                             -------------     ------------
                                                                             1,600,015         8,619,797
                                                                             ========          =======

 

These balances are unsecured, interest free and repayable on demand.

 

(i) During the year, Dar Al Arkan For Real Estate Development W.L.L was
acquired by one of the Group's subsidiaries (refer to note 30), resulting in
the elimination of this balance at the Group level.

 

b)         Loan from a related party

 

                                          As at December    As at December
                                          31,2024           31,2023
                                          ----------------  ----------------
 Major shareholder
 Dar Al Arkan Global Investment LLC, UAE  219,706,697       -
                                          =========         ==
 Movement for the year:
 Opening                                  -                 -
 Add: Drawdown during the year            226,576,921       -
 Less: Repayments during the year         -                 -
                                          --------------    ==
 Total Borrowings                         226,576,921       -
 Less:- Unamortised cost                  (6,870,224)       -
                                          ---------------   ---
                                          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.

 

Of this total facility, the committed facility is USD 258,103,133, from which
the Group has drawn USD 226,576,921. The amount of undrawn facility as at 31
December 2024 stands at USD 31,526,212.

 

19        Related party transactions (continued)

 

c)         Due to related parties

 

                                                    As at December    As at December
                                                    31,2024           31,2023
                                                    ----------------  ----------------
 Major shareholder
 Dar Al Arkan Global Investment LLC, UAE            2,804,659         1,248,415
 Ultimate parent company of major shareholder
 Dar Al Arkan Real Estate Development Company, KSA  56,361            -
                                                    ------------      ------------
                                                    2,861,020         1,248,415
                                                    =======           =======

These balances are unsecured, interest free and are repayable on demand.

 

d)         Transactions with key management personnel

                                     As at December    As at December 31
                                     31,2024           31,2023
                                     ----------------  ----------------

 Short term benefits                 2,590,752         2,052,682
 Employees' end-of-service benefits  288,204           180,014
 Board of directors' fees            927,373           637,685
                                     ------------      ------------
                                     3,806,329         2,870,381
                                     =======           =======

 

 

e)         Other related party transactions

                                                                              As at December    As at December
                                                                              31,2024           31,2023
                                                                              ----------------  ----------------
 Issuance of shares for acquisition of subsidiary
 Major shareholder                                                            -                 283,328,780

 Issuance and redemption of preference shares
 Major shareholder                                                            -                 61,900

 Loan (granted)/received
 Major shareholder                                                            226,576,921       -
 Entity under common control of Ultimate parent company of Major shareholder  -                 (2,796,105)

 Loan repayment/(provided)
 Joint venture                                                                2,150,987         (48,742)

 Deposits *
 Entity under common control                                                  25,663,170        67,342,878

 Capitalization of borrowing cost
 Major shareholder                                                            2,578,875         -

19        Related party transactions (continued)

 

e)         Other related party transactions (continued)

 

                                                                              As at December    As at December
                                                                              31,2024           31,2023
                                                                              ----------------  ----------------
 Unamortised cost related to loan
 Major shareholder                                                            (7,798,634)       -

 Prepayments
 Entity under common control of Ultimate parent company of Major shareholder  -                 73,997

 Acquisition of assets
 Ultimate parent company of the major shareholder                             201,923           -

 Share of profit/ (loss)
 Joint venture                                                                704,640           (93,162)

 Gain on disposal
 Joint venture                                                                20,038            -

 Interest income
 Entity under common control of Ultimate parent company of Major shareholder  -                 513,120
 Joint venture                                                                431,267           520,842

 Revenue
 Entity under common control of Ultimate parent company of Major shareholder  1,600,000         -

 Other income
 Entity under common control of Ultimate parent company of Major shareholder  1,450,321         1,325,833
 Major shareholder                                                            1,000,000         -

 Professional fees
 Ultimate parent company of Major shareholder                                 -                 (470,959)

 

During the year 2023, the Group entered into 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 31 December 2024 and the terms and conditions of any drawdown
will be agreed when they occur.

 

* The Group held deposits with one of its related parties, a financial
services company in KSA amounting to USD 93,006,048 (refer to note 5).

 

20        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 recognizes 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 unrecognized 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:

 

                                 As at December    As at December
                                 31,2024           31,2023
                                 ----------------  ----------------

 Current tax expense             2,861,638         44,314
 Deferred tax expense/ (credit)  (3,665,328)       (2,025,055)
                                 ------------      --------------
 Total expense for the year      803,690           (1,980,741)
                                 =======           ========

 

Deferred tax

 

The Group recognises deferred tax assets and liabilities for future tax
impacts.

 

                              Deferred tax asset  Deferred tax liability
                              ----------------    ----------------

 Tax losses carried forward   5,838,700           -
 Other temporary differences  21,528              (252,935)
                              ---------------     --------------
 Total                        5,860,228           (252,935)
                              =========           ========

 

 

 

 

 

20        Income taxes (continued)

 

                                                                     As at December 31, 2024  As at December 31, 2023
                                                                     ----------------         ----------------
 Profit before tax                                                   14,109,487               81,245,430

 Tax at UK statutory rate (25%)                                         3,527,372             20,311,358
 Effect of different tax rates in overseas jurisdictions              (3,774,270)             (22,433,407)
 Recognition of previously unrecognised tax losses                   (1,721,315)              (3,057,836)
 Withholding taxes                                                          942,007                     44,314
 Non-deductible expenses                                                    135,065              2,008,750
 Current year losses for which no deferred tax asset is recognised*

                                                                     142,190                         109,664
 Tax Impact on transfer of group losses to joint venture                                      -

                                                                     90,601
 Other reconciling items                                             (145,340)                1,036,416
                                                                     -------------            -------------
 Total tax expense                                                   (803,690)                (1,980,741)
                                                                     =======                  ========
 Effective tax rate (ETR)                                            -5.70%                   -2.44%

*Losses on which no deferred tax asset has been created amounts to USD 568,759
(2023: USD 438,654)

 

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 financial statements for the period beginning 1
January 2024. In accordance with IAS 12 Income Taxes, the related deferred tax
accounting impact for the UAE component has been considered for the
consolidated financial statement for the year ended 31 December 2024.

 

The Group has assessed the deferred tax implications for the year ended 31
December 2024 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.

 

 

 

 

 

21        Share capital

 

                                                          As at December 31, 2024          As at December 31, 2023
 Ordinary shares                                          Number           Amount          Number             Amount
 Called up and fully paid-up share capital

 Opening                                                  180,021,612      1,800,216       2,239,510,913      22,395,109
 Issuance of shares for acquisition of subsidiary         -                -               366,666,594        3,666,666
 Issuance of ordinary shares                              -                -               21,621,612         216,216
 Capital reduction                                        -                -               (2,447,777,507)    (24,477,775)
                                                          ---------------  --------------  -----------------  --------------
                                                          180,021,612      1,800,216       180,021,612        1,800,216
                                                          =========        ========        ==========         ========

 

22        Share premium

 

                As at December    As at December
                31,2024           31,2023
                ----------------  ----------------

 Share premium  88,781,078        88,781,078
                --------------    --------------
                88,781,078        88,781,078
                ========          ========

 

23        Revenue

 

                                                         December 31,          December 31,
                                                         2024                  2023
                                                         ----------------      ----------------

 Revenue is recognised over time as provided below:
 Sale of residential units                               233,597,186           360,575,755
 Project management service                              1,600,000             -

 Revenue is recognised point in time as provided below:
 Sale of residential units                               5,133,207             -
                                                         --------------        --------------
                                                         240,330,393           360,575,755
                                                         =========             =========

 

Cost of revenue

 

 Cost of residential units  (152,946,653)  (214,131,383)
                            =========      ========

 

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 4,652,862 (2023: USD 19,367,185).

 

23        Revenue (continued)

 

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 12.5 million.

 

24        Other income

                                                    December 31,        December 31,
                                                    2024                2023
                                                    ------------------  -----------------

 Intercompany back-charge (note (a) below)          2,450,321           1,325,833
 Income from termination of units (note (b) below)  1,916,688            1,283,857
 Foreign exchange gain                              -                   497,508
 Others                                             6,747               39,808
                                                    -----------------   -----------------
                                                    4,373,756           3,147,006
                                                    ==========          ==========

 

(a)  This represents income related to general and advisory support services
provided to the related parties (refer to note 19).

 

(b)  This represents instalments collected from customers that have been
forfeited due to termination of contracts on account of cancellation of units
booked.

 

25        Selling and marketing expenses

 

                     December 31,            December 31,
                     2024                    2023
                     ----------------------  ----------------------

 Sales commission    17,302,442              33,009,570
 Marketing expenses  10,043,532              5,754,962
                     --------------          --------------
                     27,345,974              38,764,532
                     ========                ========

 

 

 

 

26        General and administrative expenses

 

                                                            December 31,               December 31,
                                                            2024                       2023
                                                            --------------------       -------------------

 Salaries and related benefits                              22,665,169                 19,040,312
 Legal and professional expenses                            3,637,197                  3,166,009
 Depreciation on right-of-use assets (refer to note 13)     2,508,060                  2,200,115
 Depreciation on property and equipment (refer to note 12)  2,022,188                  984,458
 IT related expenses                                        1,594,043                  1,058,667
 Utilities                                                  758,051                    476,155
 Board of Directors fees                                    927,373                    637,865
 Travelling expenses                                        665,190                    705,319
 Bank charges                                               584,975                    722,808
 Rent                                                       61,827                     352,252
 Listing related (reversal)/ expenses (refer to (a) below)  -                          (1,680,520)
 Value added tax expense                                    128,451                    43,007
 Foreign exchange loss                                      2,045,484                  -
 Other expenses                                             2,138,995                  1,549,829
                                                            -------------------------  -------------------------
                                                            39,737,003                 29,256,276
                                                            ===========                ===========

 

27        Net finance costs/(income)

 

                                                                      December 31,      December 31,
                                                                      2024              2023
                                                                      ----------------  ----------------

 Finance costs
 Interest expense on bank borrowings                                  15,817,177        3,579,519
 Interest expense on unwinding of discount on long term liability     6,847,870         1,064,692
 Interest on lease liability (refer to note 13)                       314,936           376,587
                                                                      -------------     ------------
                                                                      22,979,983        5,020,798
                                                                      ========          =======
 Finance income
 Interest income                                                      (11,259,006)      (3,754,858)
 Income from investment in bonds of joint venture (refer to note 19)  (431,267)         (520,842)
 Interest income from loan to related party (refer to note 19)        -                 (513,120)
                                                                      --------------    --------------
                                                                       (11,690,273)     (4,788,820)
                                                                      ========          ========

 Net finance cost                                                     11,289,710        231,978
                                                                      ========          ========

 

 

 

28        Earnings Per Share

 

Basic earnings per share amounts are calculated by dividing net profit or loss
for the year attributable to the owners of the Company by the weighted average
number of ordinary shares outstanding during the year.

 

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 year 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:

 

                                                                               December 31,      December 31,
                                                                               2024              2023
                                                                               ----------------  ----------------

 Earnings:
 Profit attributable to the owners of the Company for basic/ diluted earnings  14,913,177        83,226,171
                                                                               ========          ========
 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 per share (USD)    0.08      0.46
                                                   ========  ========

 

* Weighted average number is adjusted retrospectively for December 2023.

 

29        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 recognized, in respect of each class of financial
asset and financial liability are disclosed in note 2 to the financial
statements.

 

29        Financial instruments (continued)

 

b)         Categories of financial instruments

 

The Group considers that the carrying amount of financial assets and
liabilities are reasonable approximation of fair values.

                                                                   As at December 31, 2024              As at December 31, 2023

 Financial assets

 Cash and cash equivalents                                         413,625,405                228,492,034
 Trade and unbilled receivables                                    277,338,806                221,867,464
 Advances, deposits and other receivables*                         12,553,548                 3,047,537
 Escrow retentions                                                 10,774,653                 9,987,477
 Due from related parties                                          1,600,015                  8,619,797
 Loan to joint venture                                             -                          2,150,987
                                                                   ---------------            ---------------
                                                                   715,892,427                474,165,296
                                                                   =========                  =========
 Financial liabilities

 Trade and other payables                                                    85,015,114       25,713,890
 Retention payable                                                           9,630,047        6,849,069
 Development property liabilities                                            254,747,426      78,631,324
 Bank borrowings                                                             205,493,025      125,363,803
 Due to related party                                                        222,567,717      1,248,415
 Lease liabilities                                                           4,114,862        5,944,562
                                                                             ---------------  ---------------
                                                                             781,568,191      243,751,063
                                                                             =========        =========

 

* This is excluding prepayments, advance to suppliers and contractors and VAT
refundable.

30        Acquisition of assets/subsidiaries

 

Acquisition of assets

 

In November 2022, Dar Al Arkan Properties LLC ("Dar UAE") and Dar Al Arkan For
Real Estate Development W.L.L. ("Dar Qatar") entered into an investment
management agreement, under which Dar UAE agreed to provide management and
technical support services to Dar Qatar in exchange for management fees. At
the time, Dar Qatar was owned by the ultimate parent company of a major
shareholder, holding a 49% controlling stake.

 

Pursuant to the agreement, Dar UAE was to operate and manage the business of
Dar Qatar.

 

During 2024, Dar Global UK Holdings Ltd. ("Dar UK") agreed to acquire Dar
Qatar from the ultimate parent company of the major shareholder for a cash
consideration of USD 201,923 (QAR 735,000) for the 49% controlling stake.
Accordingly, the Group consolidated Dar Qatar from 1 October 2024.

 

The transaction was an asset acquisition as the definition of business is not
met against the principles of IFRS 3 Business Combinations. The allocation of
the aggregate purchase consideration over various financial and non-financial
assets acquired and liabilities assumed as part of the acquisition of Dar
Qatar as at 30 September 2024, is presented below:

 

 Allocation of purchase consideration               USD
 Assets
 Development properties (refer to note 8)           67,240,828
 Cash and cash equivalents                          9,557,182
 Advances, deposits and other receivables           4,156,870
 Property and equipment (refer to note 12)          1,457,454
 Right-of-use assets (refer to note 13)             1,175,633
 Due from related party                             141,481
                                                    -------------
                                                    83,729,448
 Less: Liabilities
 Advances from customers (refer to note 15)         (37,642,242)
 Development property liability (refer to note 17)  (36,378,866)
 Due to related party                               (7,349,534)
 Lease liabilities (refer to note 13)               (1,217,570)
 Others                                             (939,313)

                                                    ----------
 Net assets acquired                                201,923
                                                    ----------
 For cashflow statement:
 Cash acquired                                      9,557,182
 Cash paid                                          (201,923)
                                                    -----------
 Net cash inflow                                    9,355,259
                                                    =======

 

30        Acquisition of assets/subsidiaries (continued)

 

Acquisition of subsidiaries

 

On 25 January 2023, the Company acquired Dar Al Arkan Holdings Limited (ADGM)
from the Major shareholder, at a book value as at 31 December 2022, in
exchange for issuing 366,666,594 new ordinary shares by the Company amounting
to USD 3,666,666.

 

The acquisition by the Company is a common control transaction under IFRS 3
and has been accounted as continuing group using the book value accounting. In
the statement of financial position, the acquiree's identifiable assets,
liabilities are recognised at their book values at legal acquisition date.

 

For the year ended 31 December 2023, ADGM accounted for entire revenue and
profit of the Group. Management estimates that if the acquisition had occurred
on 1 January 2023, there would be no material change in consolidated revenue
or profit.

 

The total net identifiable total assets amounted to USD 296,783,783.

 

31        Financial risk management objectives

 

The Board of Director's set out the Group's overall business strategies and
its risk management philosophy. The Group's overall financial risk management
program seeks to minimize 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.

 

 

 

31        Financial risk management objectives (continued)

 

a)         Foreign currency risk management

 

The Group undertakes certain transactions denominated in foreign currencies.
Hence, exposures to exchange rate fluctuations arise. The summarized
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
 December 31, 2024
 Cash and cash equivalents  6,855,578     1,862,411         96,265     345,116
 Other financial assets     13,577        2,467,218         -          10,939
 Financial liabilities      (617,325)     (234,768,633)     (81,242)   (46,259)
                            ------------  ----------------  ---------  ---------
                            6,251,830     (230,439,004)     15,023     309,796
                            =======       ==========        =====      =====

 December 31, 2023
 Cash and cash equivalents  5,910,324     1,885,534         30,734     -
 Other financial assets     892,563       3,991,989         -          -
 Financial liabilities      (359,745)     (1,337,715)       (82,953)   -
                            ------------  ------------      ---------  ---------
                            6,443,142     4,539,808         (52,219)   -
                            =======       =======           =====      =====

 

 

The table below illustrates the impact of a 1000 basis point change in USD
against relevant foreign currencies on the Group's profit or loss

 

 

      December 31,      December 31,
      2024              2023
      ----------------  ---------------

 EUR  625,183             644,314
 GBP  23,043,900        453,980
 BAM  1,502             5,221
 CNY  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.

 

 

 

 

31        Financial risk management objectives (continued)

 

b)         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 31 December
2024. The analysis is prepared assuming the amount of liabilities outstanding
at the reporting date was outstanding for the whole year.

 

The interest rate profile of the Group's interest-bearing financial
instruments as reported to the management of the Group is as follows:

 

                            December 31,      December 31,
                            2024              2023
                            ----------------  ---------------

 Fixed rate instruments
 Financial assets           120,257,164       74,544,664
 ( )                        --------------    --------------
 ( )                        120,257,164       74,544,664
 ( )                        ========          ========
 Variable rate instruments  ( )               ( )
 Financial assets           307,608,760       172,465,150
 Financial liabilities      (425,199,721)     (125,363,803)
                            ---------------   --------------
                            (117,590,961)     47,101,347
                            =========         ========

 

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 year ended
31 December 2024 would be USD 587,955 (2023: USD 235,507). This is mainly
attributable to the Group's exposure to variable rate financial instruments.

 

c)         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 summarizes 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:

 

 

 

31        Financial risk management objectives (continued)

 

c)         Liquidity risk management (continued)

 

                                                                                                                             Contractual Cashflows

                                   Carrying amount                                                                  Less than                                               More than 5 years

                                                                            Total                                   1 year            1-2 years           2-5 years
 31 December 2024
 Financial liabilities
 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 party              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)     -
                                   ========                                 ========                                =======           =======             =======           =====
 31 December 2023

 Financial liabilities
 Payables                                                            25,713,890                    (25,713,890)     (25,713,890)                -                  -                 -
 Retention payable                                                   6,849,069                     (6,849,069)      (2,956,238)                 (3,184,957)        (707,874)         -
 Bank borrowings                                     125,363,803                                   (154,130,558)    (28,517,099)                (41,101,308)       (84,512,151)      -
 Development property liability                      78,631,324                                    (92,579,986)     -                           -                  (92,579,986)      -
 Lease liabilities                                                   5,944,562                     (6,390,540)      (2,792,437)                 (2,280,731)        (1,317,372)       -
 Due to related party                                1,248,415

                                                                                                   (1,248,415)      (1,248,415)                 -                  -                 -
                                                     -------------                                 ---------------  -------------               -------------      -------------     ----------
                                                     243,751,063                                   (286,912,458)    (61,228,079)                (46,566,996)       (179,117,383)     -
                                                     =======                                       ========         =======                     =======            =======           =====

 

d)          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 consolidated 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.

 

32        Capital risk management

 

The capital structure of the Group consists of cash and cash equivalents,
debt, which includes bank borrowings as disclosed in note 18 and equity as
disclosed in the consolidated financial statements.

 

The Group manages its capital to ensure that it will be able to continue as a
going concern while maximizing the return to stakeholders through the
optimization 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 'debt' to 'equity'. Debt is calculated as
bank borrowings (as shown in the statement of financial position). Equity
comprises all components of equity as disclosed in note 21.

 

The Group's policy is to keep the ratio below 1.2. The Group's net debt to
equity ratio at 31 December was as follows.

 

                       December 31,      December 31,
                       2024              2023
                       ----------------  ---------------

 Debt                  205,493,025       125,363,803
                       --------------    --------------
 Total equity          478,453,489       465,411,551
                       --------------    --------------
 Debt to equity ratio  0.43              0.27

 

33        Contingent liabilities

 

                                                 As at December    As at December
                                                 31, 2024          31, 2023
                                                 ----------------  ----------------

 Letters of guarantee (refer to note (a) below)  12,337,530        3,866,575
 Others                                          -                 339,547
                                                 --------------    ------------
                                                 12,337,530        4,206,122
                                                 ========          =======

 

(a)  This primarily involves letters of guarantee provided to the Dubai Land
Department for the Group's projects in Dubai, 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 consolidated financial statements as of reporting date.

 

 

 

 

 

34        Commitments

 

                                                    As at December    As at December
                                                    31, 2024          31, 2023
                                                    ----------------  ----------------

 Contracted commitments for development properties  433,882,782       102,250,823

 (refer to note 8)
                                                    =========         =========

 

A significant portion of the Group's commitment is towards land plots
acquired, amounting to USD 260,274,987. All other commitments mentioned above
are related to ongoing construction projects and business obligations, which
are part of the normal course of business. There are no other known
commitments reflected in the Group's consolidated financial statements as of
the reporting date. These commitments will be funded through the Group's
existing funds or undrawn loan and borrowing facilities.

 

35        Staff number and costs

 

                                                        December 31,      December 31,
                                                        2024              2023
                                                        ----------------  ----------------

 The average number of employees employed by the Group  258               207
                                                        =========         =========
 The payroll cost for these employees is as follows:
 - Wages and salaries                                   22,665,169        19,040,312
                                                        =========         =========

 

36        Auditors Remuneration

 

                                                               December 31,      December 31,
                                                               2024              2023
                                                               ----------------  ----------------

 Audit of these consolidated financial statements              326,690           394,630
 Audit of condensed consolidated interim financial statements  113,823           133,665
 Audit of financial statements of subsidiaries of the company  149,724           153,142
 Filing - Section 92F                                          -                 25,140
                                                               ---------         -----------
                                                               590,237           706,577
                                                               ======            =======

 

 

37        Events after the reporting date

 

Subsequent to 31 December 2024, there have been no events that require
disclosure or adjustment to these consolidated financial statements.

 

Alternative performance measures (unaudited)

 

The Group uses a number of alternative performance measures (APM) which are
not defined within IFRS. 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:

 

Adjusted performance metrics

 

 Adjusted performance metrics reconciled to statutory reported measures are                                        (In US$)
 shown below. The Directors consider these performance metrics provide
 additional information regarding the Group's core operations and business
 performance.
 Particulars                                                                 January 1, 2024 to December 31, 2024  January 1, 2023 to December 31, 2023
 Revenue                                                                     240,330,393                           360,575,755
 Gross Profit                                                                87,383,740                            146,444,372
 Gross Profit %                                                              36%                                   41%
 Profit for the year before tax                                              14,109,487                            81,245,430
 Profit for the year % of revenue                                            6%                                    23%

 

 

 

 

Dar Global PLC

London - United Kingdom

 

Company statement of financial position

for the year ended 31 December 2024

(In United States dollar)

 

                                                     December 31,     December 31,
                                                     2024             2023
                                               Note
 Assets

 Cash and cash equivalents                     3     1,234,178        1,316,794
 Advances, deposits and other receivables      4     1,522,430        1,756,628
 Investment in Subsidiaries                    5     379,464,441      370,547,062
 Due from related parties                      6     8,502,807        1,170,872
 Loan to subsidiaries                          6     218,494,065      11,745,796
 Deferred tax assets                           7     812,889          -
                                                     ---------------  ---------------
 Total Assets                                        610,030,810      386,537,152
                                                     =========        =========
 Liabilities and equity

 Liabilities
 Accruals and other payables                   8     524,306          935,332
 Loan from major shareholder                   6     219,706,697      -
 Due to related parties                        6     5,799,258        47,483
                                                     ---------------  ----------------
 Total liabilities                                   226,030,261      982,815
                                                     ---------------  ----------------
 Equity
 Share capital                                 9     1,800,216        1,800,216
 Share premium                                 10    88,781,078       88,781,078
 Retained earnings                                   293,419,255      294,973,043
                                                     ---------------  ---------------
 Total equity                                        384,000,549      385,554,337
                                                     ---------------  ---------------
 Total liabilities and equity                        610,030,810      386,537,152
                                                     =========        =========

 

The accompanying notes from 1 to 11 form an integral part of these financial
statements.

 

 

These financial statements were approved by the Board of Directors on 12 March
2025 and signed on its behalf by:

 

 

 

 

 

__________________                    __________________

 

David Weinreb
Ziad El Chaar

Chairman
Chief Executive Officer

 

 

 

 

 

 

 

 

Dar Global PLC

London - United Kingdom

 

Company statement of changes in equity

for the year ended 31 December 2024

(In United States dollar)

                                                       Share capital  Retained earnings  Share premium   Total equity

 At September 30, 2022 (date of incorporation)         -              -                  -               -
 Loss for the period                                   -              (5,634,359)        -               (5,634,359)
 Other comprehensive income/(loss)                     -              -                  -               -
 Total comprehensive loss for the period               -              (5,634,359)        -               (5,634,359)
 Transactions with owners of the company
 Issue of ordinary shares                              22,395,109     -                  -               22,395,109
 Issue of shares related to acquisition of subsidiary  3,666,666      -                  279,662,114     283,328,780
 Issue of ordinary shares                              216,216        -                  71,783,588      71,999,804
 Reduction of share capital                            (24,477,775)   287,142,399        (262,664,624)   -
 Other reserves (note 6)                               -              13,465,003         -               13,465,003
 Total transactions with owners of the Company         1,800,216      300,607,402        88,781,078      391,188,696
                                                       ------------   ----------------   --------------  ---------------
 Balance as at December 31, 2023                       1,800,216      294,973,043        88,781,078      385,554,337
                                                       =======        =========          ========        =========

 At January 01, 2024                                   1,800,216      294,973,043        88,781,078      385,554,337
 Loss for the year                                     -              (1,553,788)        -               (1,553,788)
 Other comprehensive income/(loss)                     -              -                  -               -
 Total comprehensive loss for the year                 -              (1,553,788)        -               (1,553,788)
                                                       ------------   ----------------   --------------  ---------------
 Balance as at December 31, 2024                       1,800,216      293,419,255        88,781,078      384,000,549
                                                       =======        =========          ========        =========

 

The accompanying notes from 1 to 11 form an integral part of these financial
statements.

 

 

 

Dar Global PLC

London - United Kingdom

 

Notes to the company financial statements

for the year ended 31 December 2024

(In United States dollar)

1.           Corporate information

 

1.1.        Dar Global PLC- ("The Company") was incorporated on
September 30, 2022 as a private limited company by shares, 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 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 6th
floor, 65 Gresham Street, London, United Kingdom ("UK"), EC2V 7NQ.

1.3.        The principal activity is property development holding
company.

 

2.           Material accounting policies

 

2.1.        Basis of preparation

 

These financial statements were prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework ("FRS 101").

 

In preparing these financial statements, the Company applies the recognition,
measurement and disclosure requirements of international accounting standards
in conformity with the requirements of the Companies Act 2006 ("Adopted
IFRSs") but makes amendments where necessary in order to comply with Companies
Act 2006 and has set out below where advantage of the FRS 101 disclosure
exemptions has been taken.

 

In these financial statements, the Company has applied the exemptions
available under FRS 101 in respect of the following disclosures:

 

·    Cash Flow Statement and related notes;

·    Certain disclosures regarding revenue;

·    Disclosures in respect of transactions with wholly owned
subsidiaries;

·    Disclosures in respect of capital management;

·    The effects of new but not yet effective IFRSs;

 

As the consolidated financial statements include the equivalent disclosures,
the Company has also taken the exemptions under FRS 101 available in respect
of the following disclosures:

 

·     Certain disclosures required by IFRS 3 Business Combinations in
respect of business combinations undertaken by the Company in the current and
prior periods; and

·     Certain disclosures required by IFRS 13 Fair Value Measurement and
the disclosures required by IFRS 7 Financial Instrument Disclosures.

·     Certain disclosures required by IAS 36 Impairment of Assets

 

Under section 408 of the Companies Act 2006 the Company is exempt from the
requirement to present its own profit and loss account.

 

 

 

2.           Material accounting policies (continued)

 

2.2.        Going Concern

 

The Company's forecasts and projections based on the current trends in sales
and development and after taking account of the funds currently held, show
that the Company and the Group will be able to operate within the level of
cash reserves.

 

The directors have, at the time of approving the Company financial statements,
made a reasonable expectation that the Company 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 the
financial statements.

 

2.3.        Financial instruments

 

Financial assets and financial liabilities are recognized when the Company
becomes a party to the contractual provisions of the instrument.

 

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
amortized cost, exchange differences are recognized in the statement of profit
or loss.

 

2.4.        Financial assets

 

Classification

 

The Company classifies its financial assets at amortized cost.

 

Measurement

 

At initial recognition, the company 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 of cash and cash equivalents, advances deposits and
other receivables, loan to subsidiary and due from related parties.

 

Cash and cash equivalents

 

Cash and cash equivalents consist of bank balances.

 

 

 

2.           Material accounting policies (continued)

 

2.4.        Financial assets (continued)

Other receivables (including due from related parties and loan to subsidiary)

 

Receivable balances that are held to collect are subsequently measured at the
lower of amortized 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 Company 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.

 

Impairment of financial assets

 

The loss allowances for financial assets are based on assumptions about risk
of default and expected loss rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment calculation, based on
the Company's past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.

 

Derecognition of financial assets

 

The Company derecognizes 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
entity. If the Company neither transfers nor retains substantially all the
risks and rewards of ownership and continues to control the transferred asset,
the Company recognizes its retained interest in the asset and an associated
liability for the amounts, it may have to pay. If the Company retains
substantially all the risks and rewards of ownership of a transferred
financial asset, the Company continues to recognize the financial asset.

 

2.5.        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 recognized initially at fair value
and, in the case of loans, borrowings and payables, net of directly
attributable transaction costs. Financial liabilities are subsequently
measured at amortised cost.

 

The Company's financial liabilities include accounts payable and provisions,
loan from major shareholder and amounts due to related parties.

 

Accounts and other payables

 

Accounts payable are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. These are due for
payment within one year or less (or in the normal operating cycle of the
business if longer).

 

2.           Material accounting policies (continued)

 

2.5.        Financial liabilities (continued)

 

Accounts and other payables

 

Accounts and other payables are recognized initially at fair value and
subsequently are measured at amortised cost using effective interest method.

 

Derecognition of financial liabilities

 

The Company derecognises financial liabilities when, and only when, the
Company'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 recognized in
the statement of profit or loss.

 

2.6.        Taxation

 

Current tax assets and liabilities arising in current and past periods are
measured at the amount expected to be recovered from or paid to the tax
authorities. The tax rates and tax laws used to compute the tax balances are
those that are enacted or substantively enacted by the reporting date.

 

Deferred tax is provided on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying values for
financial reporting purposes. Deferred tax is determined using the tax rate
and laws that have been enacted or substantially enacted by the reporting date
and are expected to apply when the related tax asset is realised or the tax
liability is settled.

 

Deferred tax is not recognised for temporary differences related to
investments in subsidiaries to the extent that the Company 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.

 

Deferred tax assets are recognised only when it is probable that future
taxable profits will be available against which these temporary differences
can be utilised. The carrying value of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised.

 

2.7.        Reserves

 

Share capital, share premium and retained earnings.

 

An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities.

 

Incremental costs that are directly attributable to the issue of an equity
instrument are deducted from the initial measurement of the equity
instruments.

 

Share premium represents the excess consideration received over the par value
of shares issued, and it is not distributable.

Retained earnings represent distributable reserves.

 

2.           Material accounting policies (continued)

 

2.8.        Investment in subsidiaries

 

Classification

 

The Company accounts for investment in subsidiaries at cost less impairment.

 

2.9.        Significant accounting judgements, estimates and
assumptions

 

In applying the Company's accounting policies, which are described in policy
notes, management are required to make judgements, estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily
apparent from other sources.

 

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.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized 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.

 

3.           Cash and cash equivalents

 

                         As at December 31,  As at December 31,

                         2024                2023
 Cash at bank
 -  Current accounts     1,234,178           1,316,794
                         --------------      --------------
                         1,234,178           1,316,794
                         ========            ========

 

4.           Advances, deposits and other receivables

 

                    As at December 31,  As at December 31,

                    2024                2023

 Margin deposit     1,418,655           1,353,302
 Other receivables  80,163              35,355
 VAT receivable     23,612              367,971
                    --------------      --------------
                    1,522,430           1,756,628
                    ========            ========

 

 

 

 

 

5.           Investment in subsidiaries

 

 

                                              As at December 31,  As at December 31,

                                              2024                2023

 Dar Al Arkan Property Development SPC, Oman  647,478             647,478
 Dar Al Arkan Spain SL, Spain                 30,199,813          30,199,813
 Dar Global UK Holdings LTD, UK               8,266,790           8,266,790
 Dar Global Holdings Limited (ADGM), UAE*     340,350,360         331,432,981
                                              --------------      ---------------
                                              379,464,441         370,547,062
                                              ========            =========

 

All investments are owned 100% and related to property development activity.

* During the year, the Company made an additional capital contribution of USD
8,917,379 towards its investment in the subsidiary.

 

The management believes that the carrying value of the investments is
supported by the underlying net assets of the subsidiaries and the review of
the budget forecasts for the respective subsidiaries projects.

 

6.         Related party transactions

 

Related parties transactions comprise of transactions with entities under
common ownership and/or common management and control; their partners and key
management personnel. Management decides on the terms and conditions of the
transactions and services received/rendered from/to related parties as well as
other charges, if applicable.

 

a)   Loan to subsidiaries

                                                               As at December 31,  As at December 31,

                                                               2024                2023

 Loan to subsidiaries
 Dar Global Holdings Limited (ADGM), UAE (refer to (i) below)  218,494,065         -
 Dar Global UK No. 2 Ltd, UK                                   -                   1,745,796
 Dar Global UK No. 1 Ltd, UK                                   -                   10,000,000
                                                               --------------      --------------
                                                               218,494,065         11,745,796
                                                               ========            ========

 

 

(i)   On 1 June 2024, the Company has given financing facility of USD
325,000,000 to its subsidiary. This facility is unsecured and carries interest
at EIBOR plus 5.18% per annum and is repayable by May 2029.

 

Of this total facility, the committed facility is USD 258,103,133, from which
the Company has given USD 218,494,065. The amount of undrawn facility as at 31
December 2024 stands at USD 39,609,068.

 

As at 31 December 2024, management has assessed the subsidiary's ability to
repay and concluded that the loan is recoverable, considering its financial
position and expected cash flows.

6.         Related party transactions (continued)

 

b)   Due from related parties

 

                                                      As at December 31,  As at December 31,

                                                      2024                2023

 Subsidiaries
 Dar Global UK Holdings LTD, UK                       251,641             62,532
 Dar Al Arkan Properties LLC, UAE                     1,055,437           449,377
 Dar Al Arkan Property Development SPC, Oman          1,369,177           443,137
 Dar DG Global Property Development LLC, UAE          318,392             9,423
 Dar Global UK No. 1 Ltd, UK                          245,312              54,433
 Dar Global UK No. 2 Ltd, UK                          149,516              75,369
 Dar Al Arkan Spain SL, Spain                         161,316             76,601
 Dar Al Arkan For Real Estate Development WLL, Qatar  27,282              -
 Dar Global Services Limited, UK                      101                 -
 Dar Global USA LLC, USA                              657,093             -
 Dar Global Holdings Limited (ADGM), UAE              2,955,392           -
 Dar Global Real Estate Development LLC OPC, UAE      1,173,497           -
 Dar Behanavis SL, Spain                              138,651             -
                                                      ---------------     ---------------
                                                      8,502,807           1,170,872
                                                      =========           =========

(i)    The above balances are unsecured, interest free and repayable on
demand.

 

c)   Loan from related party

 

                                          As at December 31,  As at December 31,

                                          2024                2023
 Major shareholder
 Dar Al Arkan Global Investment LLC, UAE  219,706,697         -
                                          =========           =========
 Movement for the year:
 Opening                                  -                   -
 Add: Drawdown during the year            226,576,921         -
 Less: Repayments during the year         -                   -
                                          ---------------     ---------------
 Total Borrowings                         226,576,921         -
 Less:- Unamortised cost                  (6,870,224)         -
                                          ---------------     ---------------
                                          219,706,697         -
                                          =========           =========

On 1 September 2024, the Company 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.

 

Of this total facility, the committed facility is USD 258,103,133, from which
the Company has drawn USD 226,576,921. The amount of undrawn facility as at 31
December 2024 stands at USD 31,526,212.

6.         Related party transactions (continued)

 

d)   Due to related parties

 

                                          As at December 31,  As at December 31,

                                          2024                2023

 Subsidiaries
 Dar Global UK Holdings LTD, UK           2,170,385           47,483
 Dar Al Arkan Global Investment LLC, UAE  3,628,873           -
                                          ------------        ---------------
                                          5,799,258           47,483
                                          =======             =========

 

(i)         The above balances are unsecured, interest free and
repayable on demand.

 

e)   Transactions with key management personnel

 

                           As at December 31,  As at December 31,

                           2024                2023

 Board of directors' fees  927,373             637,685
                           =======             ======

 

f)    Other related party transactions

 

                                                      As at December 31,  As at December 31,

                                                      2024                2023

 Income - Management service to subsidiaries
 Dar Al Arkan Properties LLC, UAE                     606,059             771,372
 Dar DG Global Property Development LLC, UAE          308,969             400,388
 Dar Al Arkan Property Development SPC, Oman          1,375,496           745,488
 Dar Global UK Holdings LTD, UK                       219,262             117,523
 Dar Al Arkan Spain SL, Spain                         222,600             76,601
 Dar Global Real Estate Development LLC OPC, UAE      1,173,497           -
 Dar Behanavis SL, Spain                              138,652             -
 Dar Global UK No. 2 Ltd, UK                          61,790              -
 Dar Al Arkan For Real Estate Development WLL, Qatar  27,282              -
 Dar Global Holdings Limited (ADGM), UAE              251,640             -

 Expense - Management service from a subsidiary
 Dar Global UK Holdings LTD, UK                       (391,400)           (1,832,815)

6.         Related party transactions (continued)

 

f)    Other related party transactions (continued)

 

 

                                                            As at December 31,  As at December 31,

                                                            2024                2023

 Income - Interest on loan to subsidiaries
 Dar Al Arkan Properties LLC, UAE                           -                   180,174
 Dar Global UK No. 1 Ltd, UK                                -                   54,433
 Dar Global UK No. 2 Ltd, UK                                -                   5,369
 Dar Global Holdings Limited (ADGM), UAE                    2,736,152           -

 Expense - Interest on loan from subsidiary
 Dar Global Holdings Limited (ADGM), UAE                    (32,400)            -

 Expense - Interest on loan from Major shareholder
 Major shareholder                                          (2,578,875)         -

 Issuance and redemption of preference shares
 Major shareholder                                          -                   61,900

 Issuance of shares for acquisition of subsidiary
 Major shareholder                                          -                   283,328,780

 Other reserves
 Capital contribution by the Major shareholder              -                   13,465,003

 Investment in subsidiary
 Capital contribution in subsidiary                         8,917,379           -

 Unamortised cost related to loan
 Major shareholder                                          (7,798,634)         -

 Other transactions
 Payment to suppliers on behalf of Dar Global USA LLC, USA  657,093             -

 

 

 

 

7.   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 Company recognizes 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.

 

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:

 

 

                                 As at December    As at December
                                 31,2024           31,2023
                                 ----------------  ----------------

 Current tax expense             -                 -
 Deferred tax expense/ (credit)  (812,889)         -
                                 ---------------   ---
 Total expense for the year      (812,889)         -
                                 =========         ==

 

Deferred tax

 

The Company recognises deferred tax assets and liabilities for future tax
impacts.

 

                              Deferred tax asset  Deferred tax liability
                              ----------------    ----------------

 Tax losses carried forward   812,035             -
 Other temporary differences  854                 -
                              ---------------     ---
 Total                        812,889             -
                              =========           ==

 

The company intends to surrender losses to its group entities in exchange for
a charge equivalent to the tax savings realized in the future. Furthermore,
the company anticipates generating sufficient taxable income in future periods
to fully offset the carried-forward losses against future profits.

 

 

 

 

 

8.   Accruals and other payables

 

                   As at December 31,  As at December 31,

                   2024                2023

 Accruals          397,780             884,194
 Other payables    126,526             51,138
                   ----------          ----------
                   524,306             935,332
                   =====               ======

 

9.   Share capital

 

                                                          As at December 31, 2024          As at December 31, 2023
 Ordinary shares                                          Number           Amount          Number             Amount
 Called up and fully paid-up share capital

 Opening                                                  180,021,612      1,800,216       2,239,510,913      22,395,109
 Issuance of shares for acquisition of subsidiary         -                -               366,666,594        3,666,666
 Issuance of ordinary shares                              -                -               21,621,612         216,216
 Capital reduction                                        -                -               (2,447,777,507)    (24,477,775)
                                                          ---------------  --------------  -----------------  --------------
                                                          180,021,612      1,800,216       180,021,612        1,800,216
                                                          =========        ========        ==========         ========

 

10.         Share premium

 

                As at December 31,  As at December 31,

                2024                2023

 Share premium  88,781,078          88,781,078
                --------------      --------------
                88,781,078          88,781,078
                ========            ========

 

11.         Events after the reporting date

 

            There are no significant events after the reporting
date.

 

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