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REG - Dar Global PLC - Full Year Results

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RNS Number : 1301W  Dar Global PLC  11 March 2026

Dar Global PLC

(Incorporate in England and Wales)

Company Number: 14388348

ISIN: GB00BQXNJY41

LEI: 213800XRFXQ1KEWACW80

 

11 March 2026

 

DAR GLOBAL PLC

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

 

Full-Year Results

 

'Record growth with GDV doubling to US$19 billion, landmark project launches,
strategic expansion into Saudi Arabia, and strong financial delivery, backed
by enhanced capital flexibility'

 

Dar Global, the luxury international real estate developer, today announces
its audited full-year-results for the year ended 31 December 2025 ('FY25', the
'year' or the 'period').

 

Highlights

 

·     Portfolio Gross Development Value ('GDV') increased to US$19
billion (31 December 2024: GDV of US$7.5 billion)

 

·    Dar Global received approval from the UK Financial Conduct Authority
('FCA') for admission to the Equity Shares (Commercial Companies) category of
the London Stock Exchange ('LSE').  The Company became the first GCC-based
company listed under the ESCC category.

 

·    In August 2025, Dar Global secured development rights for an
integrated scheme in Riyadh valued at ~US$2.8 billion through partial land
acquisitions and a joint development agreement, anchored by a US$300 million
land acquisition.

 

·      In September 2025, the Company acquired a prime plot in Jeddah to
launch Trump Plaza, the second collaboration in Jeddah with The Trump
Organization following the success of Trump Tower.

 

·    The Company announced on 11 August 2025 a landmark joint development
agreement for a mixed-use project in Jeddah, on one of the city's most
prominent land parcels, with an estimated GDV of approximately ~US$1.95
billion. These are significant parcels of land with the opportunity to develop
luxury villas, a world-class golf course and a luxury hotel.

 

·     The Company has awarded the main construction contracts for Trump
Tower Jeddah; The Astera, Interiors by Aston Martin; Marea by Missoni (Blocks
C and D); Great Escape Apartments; and Phase 1 of the Aida development in
Oman, comprising 91 villas and 60 townhouses.

 

·     Dar Global extended its Litmus Facility by an additional US$165
million, bringing the total limit under the Litmus Facility to US$440 million
further enhancing liquidity and supporting acquisition / expansion across key
international markets.

 

·      As announced on 11 August 2025, Dar Global intends to enter the
financial services sector in the Dubai International Finance Centre ('DIFC'),
enabling it to offer asset management, investment banking, and advisory
services through an independently governed subsidiary. This strategic move
will open new revenue streams, attract capital from the GCC and beyond,
support larger-scale, capital-efficient projects, and enable entry into new
geographies.

 

·     On 18 November 2025, Dar Global and The Trump Organization
announced Trump International Hotel Maldives, a tokenised hotel development
project.

 

 

Commenting on the full-year results, Ziad El Chaar, Chief Executive Officer of
Dar Global, said: "2025 marked a defining year for Dar Global as we more than
doubled our portfolio GDV to US$19 billion, delivered on our cumulative
revenue guidance, and secured our historic LSE reclassification. With strong
sales momentum, accelerating project execution, and a strategic foothold in
Saudi Arabia ahead of its landmark opening to foreign investors, we remain
resilient. Despite the prevailing global uncertainties, we enter 2026 with
conviction in our strategy and full confidence in our ability to drive
sustainable growth and long-term value creation for our stakeholders."

 

 

FY25 Financial Highlights

·      Revenue for the period was US$538.6 million (FY24: US$240.3
million) with a gross profit of US$189.7 million (FY24: US$87.4 million).

·         EBITDA for the period was US$126.6 million (FY24: US$30.1
million).

·         Profit for the period was US$100.8 million (FY24: US$14.9
million).

·        Gross Development Value ('GDV') of the project portfolio
stood at US$19 billion as of 31 December 2025, reflecting an increase from
US$7.5 billion as of 31 December 2024. Primarily, driven by the large-scale
development projects in Saudi Arabia.

·       Robust demand for newly launched and existing projects with
cumulative contracted sales rising to 3,824 units as of 31 December 2025,
resulting in total sales value of c. US$3.2 billion (31 December 2024: 2,407
units, total sales value of c. US$1.7 billion).

·         Strong balance sheet and liquidity position with cash
balances of US$701.5 million, comprising free cash of c. US$83.4 million and
restricted escrow cash of US$618.0 million (including escrow retentions of
US$33.5 million).

·          Net asset value of US$584.4 million on 31 December 2025
(US$478.5 million as at 31 December 2024).

·         Total available liquidity of c. US$311.7 million at 31
December 2025 (including undrawn debt facilities), providing a platform to
pursue opportunistic growth and expand the current portfolio of assets.

 

Financials Summary:

 

 Summary Profit & Loss         FY25     FY24     Change

                                                 (%)
                               Audited  Audited
 Revenue                       538.6    240.3    +124
 Gross profit                  189.7    87.4     +117
 Gross profit margin           35%      36%
 EBITDA*                       126.6    30.1     +321
 EBITDA margin*                24%      13%
 Profit/(Loss) for the period  100.8    14.9     +577
 Profit/(Loss) (%)             19%      6%

 

*EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortisation) is a
non-GAAP financial metric that is classified as an Alternative Performance
Measure (APM) under the ESMA guidelines. EBITDA is used by management to
evaluate the Group's underlying operating performance, excluding the impact of
non-operational items such as financing costs, tax charges, and depreciation
and amortisation related adjustments.

 

 

Summary of Balance Sheet

 

 

 Amounts in US$ million                    FY25     FY24     Change
 Cash and cash equivalents                 668.0    413.6    254.4
 Escrow retentions                         33.5     10.8     22.7
 Trade and unbilled receivables            351.8    277.3    74.5
 Advances, deposits and other receivables  185.4    119.8    65.6
 Development properties                    783.1    586.4    196.7
 Other assets                              40.8     33.5     7.3
 Total assets                              2,062.6  1,441.4  621.2
 Trade and other payables                  125.6    85.0     40.6
 Advance from customers                    459.5    180.0    279.5
 Bank borrowings                           169.1    205.5    -36.4
 Due to related parties                    287.1    222.6    64.5
 Development property liabilities          412.1    254.7    157.4
 Other liabilities                         24.8     15.1     9.7
 Total liabilities                         1,478.2  962.9    515.3
 Net asset value / Total equity            584.4    478.5    105.9

 

About Dar Global

Dar Global PLC is a highly differentiated international real estate business.
It focuses predominantly on developing real estate projects comprising second
and vacation homes for internationally mobile customers, in some of the most
desirable locations across the Middle East and Europe, including downtown
Dubai, Muscat in Oman, London and the Costa del Sol region in the South of
Spain.

 

Dar Global was originally established to house and develop the international
assets of Dar Al Arkan Real Estate Development PJSC ('DAARE'), a leading real
estate developer in the Kingdom of Saudi Arabia. Listed on the Saudi Stock
Exchange since 2007, Dar Al Arkan has delivered over 15,000 residential units
with total assets of c. US$11 billion.

 

The Company intends to expand its focus to hospitality assets. The aim is to
acquire or build hotels and sell them after a period of three to five years of
operation once the hotels or resorts' revenue streams stabilise. Target
markets include Spain, Dubai, Maldives, Athens, Saudi Arabia and London.

 

Dar Global was admitted to the Main Market of the London Stock Exchange on 28
February 2023.

 

Please visit www.DarGlobal.co.uk (http://www.DarGlobal.co.uk)

 

 

- Ends -

 

For further enquiries, please contact:

 

 Dar Global plc  IR@darglobal.co.uk (mailto:IR@darglobal.co.uk)

 

 Panmure Liberum (Corporate Broker)           Tel: +44 (0) 20 3100 2000
 Dru Danford / Jamie Richards

 Burson Buchanan (Financial Communications)   Tel: +44 (0) 20 7466 5000
 Henry Harrison-Topham / Simon Compton        darglobal@buchanancomms.co.uk (mailto:darglobal@buchanancomms.co.uk)

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

 

FY25 Results Presentation

 

The Company's FY25 Results presentation will be available on the Investor
Relations section of Dar Global's website (https://darglobal.co.uk/investor/
(https://darglobal.co.uk/investor/) ) shortly after 7:00am on 11 March 2026.

 

 

Chairman's Statement

 

A Year of Unprecedented Growth and Global Expansion

2025 was by any measure a transformative year for Dar Global, one that saw us
more than double our project pipeline to approximately US$19 billion, expand
into new markets, and deliver on the financial commitments we made to
shareholders when we set out our guidance in 2023. The growth we achieved this
year is not just a reflection of market conditions; it is a testament to the
extraordinary team we have built and the trust our shareholders and partners,
continue to place in our vision.

 

Strategic Expansion, Landmark Launches and Focused Execution

Our most notable milestone was our broadened entry into the Kingdom of Saudi
Arabia, where we acquired strategic lands for landmark projects in Riyadh and
Jeddah. We successfully launched these prestigious projects in January 2026 in
partnership with the Trump brand. These developments underscore our confidence
in the Kingdom's robust fundamentals and alignment with Vision 2030. Having
witnessed firsthand the energy and ambition of the Kingdom's transformation
under Vision 2030, I am confident that Saudi Arabia will be a cornerstone of
our growth. Our presence in Qatar with Trump International Golf Club Doha and
Simaisima Villas, alongside continued momentum in the UAE and Oman, reinforce
our leadership in the region's luxury markets.

 

We successfully launched projects this year that exemplify our commitment to
design excellence and innovation These include D-Villas at Jumeirah Golf
Estates and the Trump International Hotel & Tower Dubai, a flagship
mixed-use development that further strengthen our leadership in Dubai's luxury
real estate sector. These projects reflect what we do best: partnering with
world-renowned brands to create iconic living spaces in high-growth markets.

 

Execution continues to be central to our operations. Main works contractors
were appointed for Astera, Trump Tower Jeddah, D-Villas, and our projects
within AIDA Phase I and Spain illustrating our dedication to operational
excellence and on-time delivery that meets the highest expectations of our
stakeholders.

 

Strengthening Financial Capacity and Governance

I am proud to report that we achieved our revenue and EBITDA guidance
announced in 2023. We delivered strong results for FY 2025, with revenues of
USD 538.6 million, EBITDA of USD 126.6 million, and net profit of USD
100.8 million.

 

The year also marked a major milestone in our capital markets journey as Dar
Global received FCA approval for transfer to the LSE's Equity Shares
(Commercial Companies) category, becoming the first GCC based company in this
category. We celebrated this achievement by ringing the LSE opening bell, as
we unveiled our global brand message 'Live All In', symbolising Dar Global's
ambition to create exceptional lifestyle experiences across our portfolio.

 

Financial flexibility remains a cornerstone of our capital-light strategy. In
2025, we enhanced our Litmus facility by US$165 million and initiated a
proposed acquisition of a licensed DIFC platform to enter asset management,
subject to regulatory approval, expanding our access to global capital.

 

Outlook: Confidence in a Dynamic Future

 

While the conflict that erupted in the Gulf in February 2026 has introduced a
new dimension of regional uncertainty, Dar Global enters 2026 from a position
of financial strength - with strong liquidity, disciplined capital deployment,
and the strategic patience to pursue compelling acquisitions as opportunities
arise in the market. Our focus on luxury branded residences, and the globally
mobile clientele they attract, provides us with long term resilience and
positions us to emerge from this period stronger than we entered it. Looking
ahead, we remain committed to selective expansion, strategic partnerships, and
iconic projects that create enduring value for our shareholders and
unparalleled experiences for our customers.

 

Appreciation

I want to express my deep appreciation, to our shareholders for your continued
trust, to our brand partners for their creativity and collaboration, and to
every member of the Dar Global team for their tireless commitment this year.
You are the reason this company is what it is. The foundations laid in 2025 in
Saudi Arabia, across our capital structure, and on the London Stock Exchange,
position this Company for a defining chapter ahead. The best is yet to come
for Dar Global.

 

David R. Weinreb

Chairman

 

 

CEO Statement

 

Live All In: Turning Global Ambition into Measurable Progress

 

In November 2025, we rang the opening bell in the London Stock Exchange, a
defining moment in our journey. As the first Saudi-born company and the first
from the wider Middle East to join the Equity Shares (Commercial Companies)
category on the LSE's Main Market, we marked this historic milestone by
unveiling our global brand message: 'Live All In'. These three words embody
everything we stand for viz. luxury without compromise, investment with
discipline, and the conviction to transform global aspirations into tangible
realities.

 

This philosophy is not merely aspirational; it is operational. Throughout
2025, we expanded into markets, launched signature developments, accelerated
sales momentum, and advanced project execution to deliver exceptional
experiences to our customers. Our portfolio of branded luxury developments
grew substantially, our public market platform strengthened, and we delivered
financial results in line with market guidance.

 

Building Scale Through Strategic Expansion

 

2025 marked a year of significant growth. Our gross development value expanded
from US$7.5 billion in 2024 to US$19 billion in 2025, driven primarily by
strategic land acquisitions in Riyadh and Jeddah. We launched these landmark
Saudi projects in January 2026, marking a decisive entry into one of the
world's most dynamic real estate markets.

 

This growth reflects more than numbers, it demonstrates confidence in our
business model and the structural transformation underway in Saudi Arabia. As
the Kingdom enters a new era of openness and global integration aligned with
Vision 2030, we are strategically positioned to connect international
investors with unprecedented opportunities in luxury real estate. We
strengthened our regional footprint with Trump International Golf Club Doha
and Simaisima Villas in Qatar, while in the UAE, we reinforced our market
leadership with the launch of Trump International Hotel & Tower Dubai, the
Middle East's first and only Trump-branded hotel and tower, and D-Villas at
Jumeirah Golf Estates, extending our presence in one of Dubai's most
prestigious communities.

 

From Launch to Delivery: Execution Excellence

Execution remained paramount throughout the year. We successfully completed
DaVinci Tower by Pagani, with customer handovers now underway a testament to
our ability to deliver world-class developments on schedule. We also awarded
main construction contracts for Astera, Trump Tower Jeddah, Jumeirah Golf
Estates villas, Great Escape under AIDA Phase I, and our Spain development,
accelerating delivery timelines across our entire portfolio.

 

Delivering Results in Line with Guidance

In FY24, we communicated a clear market objective: achieving cumulative
revenue of US$700 million across 2024 and 2025. I am pleased to confirm that
we achieved this cumulative target, reflecting the quality of our portfolio,
the strength of demand for our branded luxury proposition, and our execution
discipline.

 

In FY25, revenue reached US$538.6 million (FY24: US$240.3 million), driven by
the achievement of key construction and revenue recognition milestones across
our portfolio. As anticipated, progress across our developments enabled the
recognition of a significantly greater proportion of revenue this year. Gross
profit stood at US$189.7 million with a margin of 35% (FY24: 36%), while
EBITDA totalled US$126.6 million (FY24: US$30.1 million), supporting an
average EBITDA margin across FY24 and FY25 broadly comparable to FY23. Net
profit for the year reached US$100.8 million (FY24: US$14.9 million).

 

 

Our financial position remains robust. Cash and cash equivalents stood at
US$701.5 million (including project escrow balances and escrow retention) with
undrawn debt facilities of US$228.2 million (FY24: US$424.4 million and
US$53.1 million respectively), providing the financial flexibility to
capitalise on attractive opportunities whilst maintaining our disciplined
approach to capital allocation.

 

Saudi Arabia: A Structural Opportunity Aligned with Vision 2030

Saudi Arabia represents a cornerstone of our strategy. The Kingdom's real
estate transformation, driven by Vision 2030, is reshaping demand and
broadening global participation. With the property market opening to foreign
non-resident investment in January 2026, we believe Dar Global is
strategically positioned to capitalize on this defining moment. Our Saudi
portfolio, now a significant component of our US$19 billion GDV, enables us to
capture this structural opportunity while benefiting from the Kingdom's
demographic strength, economic diversification, and infrastructure investment.

 

Innovation: Technology, Financial Services and New Investment Structures

Innovation remains a strategic pillar of Dar Global. In 2025, we progressed a
proposed acquisition of a DIFC-licensed financial services platform, subject
to regulatory approval, to provide asset management capabilities and
strengthen our ability to attract international capital into real estate.

 

Alongside this platform expansion, we continued to explore and invest in
technologies that can improve the customer journey, expand investor access,
and enhance operational efficiency:

 

·      Artificial Intelligence: We are harnessing AI to transform how
luxury real estate connects with discerning investors, sharpening campaign
precision, elevating lead quality, personalizing content creation, and
reimagining property discovery. Our approach ensures technology amplifies
human insight rather than replaces it, recognising that exceptional real
estate decisions are built on both data intelligence and emotional resonance.

·     Tokenisation and Digital Ownership Models: Dar Global continues
advancing its tokenisation proposition using blockchain-powered structures to
evolve how investors access high-value luxury real estate, including
fractional participation through regulated platforms. This innovation has the
potential to democratise access to premium real estate investment while
maintaining appropriate investor protections.

 

Operational Excellence and Global Distribution

Our operational capabilities strengthened significantly during the year. Our
global distribution network now comprises over 150 sales professionals across
nine sales offices, supported by more than 1,300 active brokers in over 60
countries, enabling us to effectively reach sophisticated investors worldwide.

 

Our capital-light business model based on off-plan sales, joint development
agreements, and fixed-price construction contracts provides substantial risk
mitigation while maintaining strong returns on invested capital as we scale.

 

Outlook and Strategic Priorities

Looking ahead, our priorities remain consistent and focused on sustainable
value creation:

 

·      Leverage the Saudi market which opened for foreign investors, in
January 2026 to capture first-mover advantage in connecting international
capital to Kingdom opportunities; while progressing active discussions on
expansion in Greece and select US market.

·      Deliver and de-risk the portfolio through construction and
handover milestones, converting pipeline into completed projects and
recognised revenue;

·    Expand selectively, adding new projects only where returns, market
positioning, and risk profile meet our disciplined investment thresholds;

·    Maintain capital discipline, supported by our capital-light model,
strong liquidity position, and conservative approach to leverage;

·      Uphold governance and reporting standards expected of a leading
London-listed company, ensuring transparency and accountability to all
stakeholders;

·      Progress our financial services and technology initiatives to
create additional revenue streams and enhance our competitive positioning.

 

Acknowledgements

I would like to thank our talented teams, trusted partners, prestigious brand
collaborators, and shareholders for their continued support and confidence in
Dar Global. Together, we are delivering exceptional homes and destinations
while building a global platform that creates sustainable value and connects
international capital to the world's most dynamic real estate markets.

 

The 'Live All In' philosophy is not just our brand promise it is our
commitment to execution, to excellence, and to building a company that
delivers on its commitments to all stakeholders.

 

Ziad El Chaar

Chief Executive Officer

 

 

 

Business Performance and Project Update

 

Dar Global has achieved consistent progress throughout FY25, driving portfolio
expansion despite ongoing macroeconomic challenges. The Company has sustained
robust growth and strong sales momentum across its projects. Our disciplined
approach to investment decisions continues to be a cornerstone of our
strategy, positioning Dar Global for sustained long-term success.

 

We are pleased to provide an update on the progress of our development
projects for FY25.

 

Dubai, UAE

According to CBRE, Dubai stands as a global leader in branded residences with
one of the world's highest concentrations of luxury residential projects. With
5.3% GDP growth forecast for 2025, record tourism of 15.7 million visitors,
and over 9,800 millionaires relocating to the UAE this year, the emirate
continues its upward trajectory. The D33 vision and Dubai 2040 Urban Master
Plan target population growth from 3.9 million today to 7.8 million by 2040,
while the city positions itself to become one of the world's top four
financial hubs, making it the premier destination for discerning global
investors.

 

 

Our Projects in Dubai

 

Trump Tower - Trump International Hotel & Tower Dubai is the first
Trump-branded mixed‑use development in the Dubai. The project comprises a
five‑star hotel, private residential units, and an exclusive members' club
within a single integrated address. Each component has been designed to
support high‑quality living, leisure, and business requirements. Located in
a prime position with direct connectivity to Downtown Dubai, the development
offers uninterrupted views from every unit, including vistas of the sea and
the Burj Khalifa.

 

 

 Status               Under construction
 Launched             Q2 2025
 Schedule completion  Q4 2031
 No of Units          574*

 

 

*includes Hotel key as well

 

D-Villas at Jumeirah Golf Estate - D‑Villas is a residential development
located within Jumeirah Golf Estates, one of Dubai's established master
communities. The project is situated adjacent to the community's landscaped
green areas and in proximity to its two championship golf courses. Residents
have access to the wider Jumeirah Golf Estates amenities, including leisure,
dining, and fitness facilities, subject to community regulations. The location
offers convenient connectivity to major city landmarks through key road
networks, providing access to Dubai's primary business, retail, and lifestyle
destinations.

 

 

 Status               Under construction
 Launched             Q1 2025
 Schedule completion  Q2 2028
 No of Units          210

 

Da Vinci Tower by Pagani - Da Vinci Tower is a residential development
featuring interior design by Pagani. The tower incorporates a distinctive
façade defined by geometric architectural elements intended to create a
visually dynamic exterior. The development is designed to present a modern
residential environment with a focus on high‑end finishes and contemporary
design aesthetic.

 Status               Completed
 Launched             Q1 2022
 Schedule completion  Completed
 No of Units          85

 

 

W Residences - W Residences Dubai - Downtown is a branded residential
development associated with the W Hotels portfolio. The project is in Downtown
Dubai, near major landmarks including the Burj Khalifa, The Dubai Mall, and
the Dubai Fountain. The development is positioned to provide residents with
immediate access to the surrounding amenities and transport networks within
the Downtown area.

 

 Status               Under construction
 Launched             Q1 2022
 Schedule completion  Q2 2027
 No of Units          383

 

 

DG1 - DG1 is Dar Global's first 'own-brand' development located in Business
Bay, Dubai. The project offers direct connectivity to key city landmarks,
including the Burj Khalifa, The Dubai Mall, and Dubai Opera. The building
features a contemporary architectural design with an emphasis on functional
planning and aesthetic detailing. The development forms part of a
well‑established mixed‑use district with access to retail, dining, and
leisure facilities.

 

 Status               Under construction
 Launched             Q1 2023
 Schedule completion  Q2 2027
 No of Units          249

 

Urban Oasis Tower - The Urban Oasis Tower is a 34-storey residential
development located on the Dubai Canal, featuring bespoke apartments with
interiors designed in collaboration with Missoni, the Italian fashion
designer. This project was completed in 2024. Urban Oasis represents Dar
Global's first completed project, underlining its ability to successfully
execute large projects.

 

 Status               Completed
 Launched             Q3 2021
 Schedule completion  Completed
 No of Units          467

 

RAK, UAE

The branded residence market in RAK has emerged as one of the UAE's fastest
growing segments, fuelled by recent economic growth and supported by a clear
tourism strategy that leverages the Emirate's unique positioning through its
natural assets, including mountains and beaches, and as a regional adventure
tourism destination. The key catalyst for this change was the announcement of
Wynn Al Marjan resort, which has effectively anchored the sector with a major
long term demand driver.

 

The Astera - 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.

 

 Status               Under construction
 Launched             Q2 2024
 Schedule completion  Q4 2028
 No of Units          280

 

 

Saudi Arabia (KSA)

 

Per CBRE- Saudi Arabia Estate Market Review, In the first half of 2025, the
residential sector led market activity, accounting for 63% of total real
estate transaction value. Residential transactions rose by 7% year-on-year to
nearly 93,700 deals, with total value reaching SAR 77.5 billion (up 4% from H1
2024). This momentum is underpinned by increased mortgage activity, government
support, and new housing stock in major cities.  Riyadh's apartment prices
rose 10.6% year-on-year in Q2 2025, while villa prices increased by 8.2%.
Jeddah's residential market saw transaction volumes rise by 19% and value by
28%, with northern districts leading price growth. In Q2 2025, the average
apartment price in Jeddah reflecting a 2.7% year-on-year increase.

 

 

Looking ahead, Riyadh and Jeddah remain the Kingdom's most dynamic markets,
supported by ongoing Vision 2030 initiatives and major infrastructure
investment. The implementation of the foreign ownership law in January 2026 is
set to further energise the market by boosting liquidity, attracting foreign
capital, and enhancing development quality.

 

Our Projects Saudi Arabia

Rayana - Rayana is Dar Global's premium residential enclave within Wadi Safar,
designed around hospitality, golf, and a limited collection of private
mansions. The development comprises both Trump‑branded and non‑branded
ultra‑luxury mansions. Each residence will be delivered with a complete
architectural shell, enabling owners to customise all internal spaces
according to their individual lifestyle and specifications. The masterplan
includes the Trump Championship Golf Course, Trump International Hotel, and
Trump International Golf Club. Rayana is located near Diriyah and the royal
district, surrounded by established golf, equestrian, and wellness amenities.

 

 Status               Under construction
 Launched             Q1 2026
 Schedule completion  Q4 2030
 No of Units          131

 

(Rayana launched in January 2026)

 

Neptune interiors by Mouwad - Neptune Villas offers a refined integration of
high‑end design and residential living in North Riyadh. This exclusive villa
collection is developed in collaboration with Mouawad, the internationally
recognised luxury jewellery house known for its longstanding heritage and
exceptional craftsmanship. The project reflects Mouawad's distinguished design
ethos, bringing a sophisticated and timeless aesthetic to each residence.

 

 Status               Under construction
 Launched             Q4 2024
 Schedule completion  Q4 2027
 No of Units          200

 

Amaya - Amaya is one of the latest major development opportunities in central
Jeddah, offering approximately 1,000,000 sqm of construction-ready, flat land
with strong access to key districts via King Abdulaziz Road. The project is
anchored by Al-Amal Avenue, connecting the Historic Old City with King
Abdulaziz Road. The masterplan features shaded streets, landscaping, and
walkable green environments, with flexible plots suitable for residential,
commercial, or mixed-use development. With its prime location, ready
infrastructure, and proximity to major citywide upgrades, Amaya presents a
strong investment opportunity with long-term value potential.

 

 

 Status               Under construction
 Launched             Q1 2026
 Schedule completion  Q1 2029
 No of Plots          578

(Amaya launched in January 2026)

 

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.

 

 Status               Under construction
 Launched             Q4 2024
 Schedule completion  Q4 2029
 No of Units          561

 

Trump Plaza, Jeddah - Trump Plaza Jeddah is strategically located on King
Abdulaziz Road within the Amaya master development. The development features
fully furnished, Trump-branded residences, designed and delivered to
international standards of quality, finish, and service.

 

 

 Status               Under construction
 Launched             Q1 2026
 Schedule completion  Q4 2030
 No of Units          266

(Trump Plaza launched in January 2026)

 

 

Oman

 

Oman's residential real estate market is projected to reach US$7.42 billion by
2030, with expectations of about 9% compound annual growth as new projects and
foreign investment expand. Broader real-estate-related activity (including
construction and development) is also forecast to increase steadily, with
residential remaining the dominant segment. Oman's real estate price index
rose around 10.8% year‑on‑year in Q2 2025, with residential prices up
about 11.8% and villas up roughly 17-18%. Earlier in the year, residential
prices were already up more than 7% year‑on‑year in Q1 2025, led by higher
land values.

 

Our projects in Oman

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 10 phases and this exclusive community will
have home to 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.

 

 

 Status               Under construction
 Launched             Q1 2023
 Schedule completion  Phase I - 2027-28

                      Phase II - 2029-30

                      Entire Masterplan by 2034
 No of Units          1604*

 

 

*Launched units only

 

Qatar

Qatar's residential market recorded a notable annual increase in the value and
volume of residential transactions in Q3 2025, reflecting buyers' confidence
and strong investment appetite across key districts, demonstrating resilience
in the face of regional geopolitical tensions. Residential transactions were
up 57% on Q3 2024 (1,682 sales in Q3 2025 v 1,070 in Q3 2024).  Average villa
prices are 2% lower than this time last year and currently stand at QAR 6,614
psm, while average apartment prices increased 3.4% to QAR 13,074 psm, between
Q3 2024 and Q3 2025. This expansion builds on the strong momentum seen earlier
in 2025, where Q2 2025 recorded 1,799 sales, up 109% on Q2 2024. This growth
followed a subdued period during 2023- 2024 when post-World Cup adjustments
and tightening liquidity temporarily weighed on sentiment.

 

Our projects in Qatar

 

LES VAGUES BY ELIE SAAB and Lumaia - Les Vagues is a residential development
comprising five towers located on Qetaifan Island North in Lusail. The project
features 424 apartments and retail units across the five towers designed to
offer uninterrupted coastal views. As the first residential development in
Qatar with interiors by Elie Saab and Lumaia, it incorporates the designer's
signature aesthetic into a contemporary coastal setting. The development
includes one-, two-, and three-bedroom apartments supported by a range of
amenities designed to enhance resident comfort and convenience. Les Vagues
provides a premium residential environment that combines high-end design with
direct proximity to the shoreline.

 Status               Under construction
 Launched             Q4 2022
 Schedule completion  Q4 2027
 No of Units          424

 

Spain

Spain is experiencing a housing boom supported by job growth, wage increases
above inflation, population growth and strong foreign buyer activity. At the
same time, new construction is increasing but still falls short of demand, so
the structural housing deficit persists and continues to push prices up.
Transaction volumes are high by historical standards, with around 700,000 home
sales per year (~19.7% increase year on year). Demand is broad-based,
supported by both domestic buyers and foreign investors. However, supply has
not tightened the balance despite rising construction permits and a rebound in
new-home approvals, the accumulated housing deficit since 2021 exceeds 500,000
unit. The Spanish residential market continues to show an upward price
trend-both in new and existing homes clearly reflecting the persistent tension
between demand and supply. According to Tinsa, in the third quarter of 2025,
the average value of housing (new and used) increased by 11.7% year on-year
and 3.0% quarter-on-quarter in nominal terms.

 

Our projects in Spain

TIERRA VIVA, DESIGN BY AUTOMOBILI LAMBORGHINI - Tierra Viva is Dar Global's
first development in continental Europe, launched in June 2023 in
collaboration with Automobili Lamborghini. The project comprises an exclusive
gated community luxury villas and construction ready plots located in the
hills of Benahavís, with elevated views toward Marbella and the Mediterranean
Sea. The design of the residences is inspired by Lamborghini's architectural
and stylistic principles, incorporating contemporary aesthetics and clean
geometric forms. Tierra Viva offers a high-end residential environment in one
of Spain's most desirable and established luxury destinations.

 

 

 Status               Under construction
 Launched             Q2 2023
 Schedule completion  Q4 2028
 No of Units          53

 

 

MAREA, ITERIORS BY MISSONI - Marea is Dar Global's second development in
Spain, unveiled in August 2023 and featuring interior design by Missoni. The
project is situated in a prime coastal location and is planned to offer
uninterrupted sea views along with convenient access to established golf
courses and lifestyle amenities in the surrounding area. Marea is designed to
deliver a high‑end residential environment that integrates contemporary
luxury with the natural characteristics of its setting.

 

 

 Status               Under construction
 Launched             Q3 2023
 Schedule completion  Q4 2027
 No of Units          64

 

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 a renowned polo
destination and some of the finest beaches on the Costa del Sol. The Tabano
project is currently in the early permitting phase, and we are working with
the Consultants to develop the concept master plan and infrastructure
strategy. Development plans will be finalised once the planning permissions
are in place.

 

London, UK

As per CBRE Report on London's Future Driving Growth Across Real Estate,
London dominates European cross-regional real estate investment, leading all
cities across market cycles from 2022 through H1 2025. International buyers
from over 50 countries have completed 62% of all property sales since 2016,
with overseas capital representing 69% of office volumes and 65% of retail
transactions. Despite below-trend activity due to elevated interest rates,
recovery is underway. Overseas investors are returning, large-lot deals are
accelerating, and year-on-year volume growth is expected. London's structural
advantages English law, strategic time zone, transparent markets, and global
connectivity cement its position as Europe's most liquid real estate
investment market

 

Our projects in London, UK

 

ALBERT HALL MANSIONS- Albert Hall Mansions Penthouse is located in one of
London's most prestigious residential areas, directly facing the Royal Albert
Hall. The property forms part of a historic, architecturally notable
Victorian-era building known for its distinguished façade and prime position
along Kensington. The penthouse benefits from unobstructed views of the Royal
Albert Hall and offers an exclusive central London address within close
proximity to major cultural, recreational, and institutional landmarks.

 

 

 Status               Under construction
 Launched             Q2 2024
 Schedule completion  Q2 2027
 No of Units          1

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

 

 Status               Completed
 Launched             Q2 2023
 Schedule completion  Completed
 No of Units          17

 

The MULLINER- Located at the corner of Old Park Lane and Piccadilly, with
direct views over Green Park, No. 149 is among the most distinguished Grade II
listed properties on Old Park Lane. The building has undergone a comprehensive
redevelopment and has been designed and finished to high contemporary
standards while retaining its architectural character.

 

 Status               Completed
 Launched             Q2 2022
 Schedule completion  Completed
 No of Units          1

 

Financial Review

 

Expanding Our Global Luxury Portfolio for Sustainable, Long‑Term Growth

The Company has firmly established itself as a leading developer of luxury
homes, achieving remarkable milestones that position us for continued
expansion and sustained long-term growth. Dar Global's financial performance
in 2025 demonstrates our strategic commitment to long-term value creation,
market expansion, and accelerated construction delivery. Building on a strong
foundation, we achieved substantial growth in Gross Development Value (GDV)
through the announcement of several landmark projects in the Kingdom of Saudi
Arabia, while maintaining robust sales performance across both newly launched
and existing developments. This strategic expansion of our development
pipeline reinforces our market leadership in the luxury real estate sector and
underscores our dedication to delivering exceptional, sustainable value to our
stakeholders.

 

FY25: Financial Performance

 

Revenue for the year stood at US$538.6 million (FY24: US$240.3 million) and
was primarily attributed to construction progress in our projects across UAE,
KSA, Oman and Qatar.

 

Gross Profit was US$189.7 million, with a margin of 35% (FY24: US$87.4 million
and margin of 36%). EBITDA for the year was US$126.60 million (FY24: US$30.1
million), while Net Profit stood at US$100.8 million (FY24: US$14.9 million).

 

Sales and GDV experienced remarkable growth during the year as the Group
continued to launch additional inventory across existing and new projects. The
revenues with respect to new sales will be recognised in future periods once
the respective projects meet revenue recognition milestones. Gross GDV
increased from US$7.5 billion during FY24 to US$19 billion in FY25, driven
primarily by the expansion in Kingdom of Saudi Arabia.

 

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 US$701.5 million as of 31 December 2025, a 65%
increase from US$424.4 million in the previous year. Net asset value grew to
US$584.4 million, reinforcing the Group's solid financial foundation and
operational strength.

 

The Group demonstrated robust access to debt capital markets, enhancing its
financial flexibility to capitalise on new opportunities. As of year-end,
undrawn debt facilities stood at US$228.2 million, demonstrating the Group's
financial resilience and ability to fund future growth initiatives.

 

As of 31 December 2025, the total liquidity pool stands at c. US$311.7
million, including unrestricted undrawn debt facilities of c. US$228.2 million
and excluding project escrow balances. The Group's escrow balances (including
restricted cash) stood at US$618.0 million which provides adequate liquidity
for completion of our ongoing projects. This robust liquidity position
provides the Group with the flexibility to capitalise 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 US$ million                                       FY25     FY24
 Revenue                                                      538.6    240.3
 Cost of revenue                                              (348.9)  (152.9)
 Gross profit                                                 189.7    87.4
 Gross profit %                                               35.2%    36.4%
 Other income                                                 24.1     4.2
 Selling, General & Administrative expenses                   (93.3)   (67.0)
 Finance income (cost)                                        (7.8)    (11.3)
 Share of profit (loss) from joint venture                    -        0.7
 Profit before tax                                            112.7    14.0
 Income tax                                                   (12.0)   0.8
 Profit for the period                                        100.8    14.9
 Increase (decrease) in foreign currency translation reserve  5.1      (1.9)
 Total comprehensive income for the year                      105.9    13.0

 

Revenue : Revenue increased by US$298.3 million to US$538.6 million in FY25
(FY24: US$240.3 million), primarily relates to the initial recognition of
revenue for certain projects in the UAE, KSA, Oman, and Qatar following the
attainment of the relevant construction milestones.

 

Gross profit: Gross profit margin remained at 35% (FY24: 36%), with the
marginal decrease primarily reflecting project mix.

 

Other income: The increase in other income is primarily attributable to the
gain recognised on the reduction of development property liabilities, foreign
exchange gains, and increase in income from support services provided to
related parties.

 

Operating expenses: The increase is primarily attributable to payroll and
related costs, the recognition of sales commissions associated with increased
revenue, and an increase in other administrative expenses. This is partially
offset by a reduction in marketing expenses, highlighting operational
efficiency gains.

 

Net finance cost: Net finance cost represents interest expenses on debt
facilities net of finance income and includes the impact of unwinding
discounts on long-term liabilities.

 

Income Tax: The income tax includes corporate tax and Deferred tax expenses
(credits).

 

Summarised Balance Sheet

 

 Amounts in US$ million                    FY25     FY24     Change
 Cash and cash equivalents                 668.0    413.6    254.4
 Escrow retentions                         33.5     10.8     22.7
 Trade and unbilled receivables            351.8    277.3    74.5
 Advances, deposits and other receivables  185.4    119.8    65.6
 Development properties                    783.1    586.4    196.7
 Other assets                              40.8     33.5     7.3
 Total assets                              2,062.6  1,441.4  621.2
 Trade and other payables                  125.6    85.0     40.6
 Advance from customers                    459.5    180.0    279.5
 Bank borrowings                           169.1    205.5    -36.4
 Due to related parties                    287.1    222.6    64.5
 Development property liabilities          412.1    254.7    157.4
 Other liabilities                         24.8     15.1     9.7
 Total liabilities                         1,478.2  962.9    515.3
 Net asset value / Total equity            584.4    478.5    105.9

 

Development properties - There was a gross addition of US$532.5 million,
primarily driven by costs incurred on the Group's active projects across
various geographies, as well as the acquisition of lands in KSA, UAE, and
Qatar, including borrowing costs capitalised under IAS 23 up to the point of
initial revenue recognition. This increase is partially offset by US$335.8
million transferred to the cost of goods sold in line with revenue
recognition.

 

Advances, deposits and other receivables - the increase is attributable to
sales commissions paid to brokers and employees in relation to property sales,
which will be expensed in line with the revenue recognition pattern of the
projects, and an increase in VAT refund receivable, in KSA.

 

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

 

Due to related party - The increase is on account of drawdown of loan during
the year.

 

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

 

Trade and other payables - the increase pertains to accruals for project
related expenses and sales commissions recognised during the year.

 

Prospects for 2026

 

The Group's strong sales momentum and the substantial GDV growth achieved in
2025 highlight the inherent strength and resilience of Dar Global's business
model. The Company has significantly expanded its development pipeline,
enhancing medium-term earnings visibility.

 

The Group enters 2026 from a position of financial strength, underpinned by
robust liquidity, a healthy sales backlog and substantial escrow balances held
against projects under construction. These resources provide the Group with
confidence in its ability to deliver on its current commitments to customers
and stakeholders alike. The Group remains well-capitalised to fund ongoing
construction activity and to meet all project delivery timelines.

 

The Group is mindful of the heightened geopolitical tensions in the Gulf
region, including the escalation of military activity since late February
2026, and the broader macroeconomic uncertainties that these events have
introduced across the markets in which we operate. While the Board takes these
developments seriously, the Gulf states have historically demonstrated
remarkable resilience and an ability to reset following periods of disruption,
as evidenced by the region's strong recovery from the global financial crisis
of 2009/10 and Covid-19. The Group's capital-light development model reduces
carrying risk and affords management the flexibility to phase project launches
and construction mobilisations in line with evolving market dynamics. The
Board and executive team bring deep experience of operating through comparable
periods of uncertainty, having been instrumental in navigating similar
situations in the past. Against this backdrop, the Board has adopted a clear
focus on liquidity preservation and capital discipline, and the Group remains
well positioned to navigate the current environment while continuing to
prioritise project delivery, sourcing attractive opportunities and stakeholder
value.

 

Management remains committed to disciplined financial execution as we deliver
on these milestones and will provide further guidance on profitability metrics
as the year progresses and market conditions allow for greater forward
visibility.

 

Cautionary statement regarding forward-looking statements

 

This release may include statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They appear in a
number of places throughout this release and include, but are not limited to,
statements regarding the Group's intentions, beliefs or current expectations
concerning, among other things, the Group's results of operations, financial
position, liquidity, prospects, growth, strategies and expectations of the
industry.

 

By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Forward-looking
statements are not guarantees of future performance and the development of the
markets and the industry in which the Group operates may differ materially
from those described in, or suggested by, any forward-looking statements
contained in this release. In addition, even if the development of the markets
and the industry in which the Group operates are consistent with the
forward-looking statements contained in this release, those developments may
not be indicative of developments in subsequent periods. A number of factors
could cause developments to differ materially from those expressed or implied
by the forward-looking statements including, without limitation, general
economic and business conditions, industry trends, competition, commodity
prices, changes in law or regulation, changes in its business strategy,
political and economic uncertainty. Save as required by the Listing and
Disclosure Guidance and Transparency Rules, the Company is under no obligation
to update the information contained in this release. Past performance cannot
be relied on as a guide to future performance.

 

Going concern statement

 

In 2025, the Group secured additional growth capital of up to US$165 million
to support investment in new projects and geographies. The Board, having
regard to the Group's internal forecasts and projections for five years, which
are based on the current trends in sales and development, and after taking
account of the funds currently held, the available facilities including the
undrawn facilities of US$228.2 million at year end have concluded that the
Company and the Group will be able to operate within the level of its
available resources.

 

The Directors have at the time of approving the consolidated financial
statements, a reasonable expectation that the Group has adequate resources to
continue to be in operational existence for the foreseeable future. Thus, they
continue to adopt the going concern basis of accounting in preparing the
consolidated financial statements.

 

Principal risks and uncertainties at Year End 2025

 

 Risk description                                                                 Remediation / Mitigation
 Strategic and financial risks
 1. Property market cycles and interest rates                                     - Critical assessment of target location and underlying demand.

 Changes in macroeconomic environment or tightening of financial conditions may   - Conservative deployment of capital.
 lead to falling demand through a reduction in the wealth of our target

 affluent customer demographic. This could result in reduced sales volumes and    - Joint venture agreements for suitable land and partners.
 affect our ability to deliver profitable growth.

                                                                                - Frequent review of pricing.
 Availability of suitable land at appropriate cost is also strongly impacted by

 property market conditions, incorrect timing of purchases could impact future    - Strong relationships with key brokers.
 profitability.

                                                                                - Geographical diversification.

 2. Capital availability and solvency                                             - Disciplined capital management.

 Lack of sufficient financing may restrict our ability to respond to changes in   - Secured funding lines for future opportunities.
 the economic environment and take advantage of appropriate land buying and

 operational opportunities to deliver strategic priorities.                       - Strong and supportive majority shareholder.

 3. Political risk                                                                - Diversification across several jurisdictions, with the majority considered

                                                                                safe havens by wealthy investors.
 Significant political events locally and globally may impact Dar Global's

 business as customers may be reluctant to make purchases due to uncertainty.     - Conservative capital policy enables management to tolerate lower sales
 Sanctions may cause supply chain disruption, and changes in local laws may       volumes and avoid steep price cuts.
 increase costs or cause delays to projects.

 Operational risks
 4. Contractor ability to deliver on time with high quality/low defect            - Rigorous contractor due diligence.

 Failure to achieve excellence in construction, such as late completion of        - Legally binding contractual terms.
 works, design and construction defects could expose the Company to future

 remediation liabilities, and impact future sales through reputational damage.    - 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                                       - Extensive due diligence on all partners.

 Differences in interpretation of goals, roles, and responsibilities of each      - Contractual agreements detailing roles, responsibilities and performance
 partner may lead to protracted delays in executing and legal recourse, which,    requirements, defined through pre-agreement discussions to effectively address
 in the event of underperformance by one or more parties, a change in control/    and allocate ownership of risks and potential liabilities between parties.
 financial stability of one of our partners, could result in large losses and

 reputational damage to Dar Global.                                               - 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                                          - Robust health and safety procedures for all construction sites.

 Health and safety, or environmental breaches can impact Dar Global's             - Regular health and safety monitoring, external audits of all sites, and
 employees, subcontractors and site visitors, and result in reputational          regular management reviews.
 damage, criminal prosecution, civil litigation, increased cost and delays in

 construction.                                                                    - Contractual requirements for all subcontractors to abide by high standards
                                                                                  of safety

 7. Cyber and data risk                                                           To address the residual risk, the Group:

 The Group places significant reliance upon the availability, accuracy, and       - Has a comprehensive Information Security Programme to complement existing
 confidentiality of all of its information systems and data. It could suffer      controls, addressing any vulnerabilities and implementing best practices with
 significant financial and reputational damage from corruption, loss or theft     the support of specialist external third parties.
 of data.

                                                                                  - Deployed multi-factor authentication on key platforms.

                                                                                  - Uses cloud-based services reducing centralised risk exposure.

 8. Employee relations                                                            We have the following measures in place:

 Increasing competition for skills may mean we are unable to recruit and retain   - Succession planning for key management.
 the best people. It could result in a failure to deliver our strategic

 objectives, a loss of corporate knowledge and competitive advantage.             - Monitoring attrition rates, attendance and feedback from exit interviews.

                                                                                  In addition, we are enhancing our performance management approach.

 

Responsibility statement of the directors in respect of the annual financial
report

 

We confirm that to the best of our knowledge:

 

The financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and

 

The strategic report/directors' report includes a fair review of the
development and performance of the business and the position of the issuer,
and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties that they face.

 

The Directors' Report, which has been prepared in accordance with the
requirements of the Companies Act 2006, has been approved by the Board and
signed on its behalf by:

 

David Weinreb

Chairman

10 March 2026

 

 

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Consolidated statement of financial position

(In United States dollar)

 

                                               Note  December 31,       December 31,

                                                     2025               2024

 ASSETS

 Cash and cash equivalents                     5     668,046,169        413,625,405
 Trade and unbilled receivables                6     351,751,094        277,338,806
 Advances, deposits and other receivables      7     185,395,654        119,774,587
 Development properties                        8     783,111,658        586,415,420
 Escrow retentions                             9     33,520,147         10,774,653
 Due from related parties                      17    6,476,773          1,600,015
 Property and equipment                        10    25,037,543         21,897,663
 Right-of-use assets                           11    3,846,885          4,133,177
 Deferred tax assets                           18    5,430,464          5,860,228
                                                     -----------------  -----------------
 TOTAL ASSETS                                        2,062,616,387      1,441,419,954
                                                     ==========         ==========
 LIABILITIES AND EQUITY

 LIABILITIES
 Trade and other payables                      12    125,608,822        85,015,114
 Advances from customers                       13    459,486,898        180,027,547
 Retention payable                             14    19,326,375         9,630,047
 Development property liabilities              15    412,141,755        254,747,426
 Bank borrowings                               16    169,069,969        205,493,025
 Due to related parties                        17    287,093,049        222,567,717
 Employees' end of service benefits                  1,750,057          1,117,792
 Lease liabilities                             11    3,634,491          4,114,862
 Deferred tax liabilities                      18    126,200            252,935
                                                     -----------------  ---------------
 TOTAL LIABILITIES                                   1,478,237,616      962,966,465
                                                     ==========         =========
 EQUITY
 Share capital                                 19    1,800,216          1,800,216
 Share premium                                 20    88,781,078         88,781,078
 Retained earnings                                   487,866,754        387,488,728
 Foreign currency translation reserve                4,656,617          (437,202)
 Statutory reserve                             2.21  1,229,110          820,669
                                                     ----------------   ----------------
 Equity attributable to owners of the Company        584,333,775        478,453,489
 Non-controlling interest                      28    44,996             -
                                                     ---------------    ---------------
 TOTAL EQUITY                                        584,378,771        478,453,489
                                                     -----------------  ---------------
 TOTAL LIABILITIES AND EQUITY                        2,062,616,387      1,441,419,954
                                                     ==========         =========

 

The accompanying notes from 1 to 35 form an integral part of these
consolidated financial statements.

 

 

These consolidated financial statements were approved by the Board of
Directors on 10 March 2026 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)

 

                                                                        Note  December 31,      December 31,

                                                                              2025              2024

 Revenue                                                                21    538,617,634       240,330,393
 Cost of revenue                                                        21    (348,915,514)     (152,946,653)
                                                                              ---------------   ---------------
 Gross profit                                                                 189,702,120       87,383,740
 Other income                                                           22    24,123,626        2,328,272
 Selling and marketing expenses                                         23    (33,912,002)      (27,345,974)
 General and administrative expenses                                    24    (59,367,502)      (37,691,519)
 Finance costs                                                          25    (24,910,352)      (22,979,983)
 Finance income                                                         25    17,119,047        11,690,273
 Share of profit from joint venture                                           -                 704,640
 Gain from disposal of joint venture                                          -                 20,038
                                                                              ---------------   ---------------
 Profit before tax                                                            112,754,937       14,109,487
 Income tax (expenses)/credit                                           18    (11,969,874)      803,690
                                                                              ---------------   ---------------
 Profit for the year                                                          100,785,063       14,913,177
                                                                              =========         =========
 Other comprehensive income
 Items that are or may be classified subsequently to profit or loss
 Increase/(decrease) in foreign currency translation reserve                  5,093,819         (1,871,239)
                                                                              ---------------   ---------------
 Total comprehensive income for the year                                      105,878,882       13,041,938
                                                                              =========         ========
 Profits/(loss) attributable to:
 Owners of the company                                                        100,786,467       14,913,177
 Non-controlling Interests                                              28    (1,404)           -
                                                                              ---------------   ---------------
                                                                              100,785,063       14,913,177
                                                                              =========         =========
 Total comprehensive income attributable to:
 Owners of the company                                                        105,880,286       13,041,938
 Non-controlling Interests                                              28    (1,404)           -
                                                                              ---------------   -------------
                                                                              105,878,882       13,041,938
                                                                              =========         ========
 Earnings per share attributable to owner of the Company:
 -  basic and diluted earnings per share (USD)                          26    0.56              0.08
                                                                              ----------------  --------------
 Adjusted earnings before interest, tax, depreciation and amortisation
 (adjusted EBITDA)
 Net finance costs                                                            7,791,305         11,289,710
 Depreciation on property and equipment and right-of-use assets               5,798,092         4,530,248
 Tax expenses/(credit)                                                        12,254,621        (675,239)
                                                                              -------------     -------------
 Adjusted earnings before interest, tax, depreciation and amortisation        126,629,081
 (adjusted EBITDA)

                                                                                                30,057,896
                                                                              ========          ========

 

The accompanying notes from 1 to 35 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)

 

                                                 Attributable to owners of the Company

                                                 Share capital  Statutory         Foreign currency translation reserve      Retained          Share           Total               Non-controlling interest  Total equity

                                                                 reserve                                                    earnings          premium

 Balance as at January 1, 2024                   1,800,216      408,441           1,436,244                                 372,985,572       88,781,078      465,411,551         -                         465,411,551
 Profit for the year                             -              -                 -                                         14,913,177        -               14,913,177          -                         14,913,177
 Other comprehensive income/(loss)               -              -                 (1,871,239)                               -                 -               (1,871,239)         -                         (1,871,239)
 Total comprehensive income for the year         -              -                 (1,871,239)                               14,913,177        -               13,041,938          -                         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         -                         478,453,489
                                                 =======        =======           =======                                   =========         ========        =========           =========                 =========

 Balance as at January 1, 2025                   1,800,216      820,669           (437,202)                                 387,488,728       88,781,078      478,453,489         -                         478,453,489
 Profit/(loss) for the year                      -              -                 -                                         100,786,467       -               100,786,467         (1,404)                   100,785,063
 Other comprehensive income/(loss)               -              -                 5,093,819                                 -                 -               5,093,819           -                         5,093,819
 Total comprehensive income/(loss) for the year  -              -                 5,093,819                                 100,786,467       -               105,880,286         (1,404)                   105,878,882
 Transaction with owners of the Company
 Statutory reserve                               -              408,441           -                                         (408,441)         -               -                   -                         -
 Total transactions with owners of the Company   -              408,441           -                                         (408,441)         -               -                   -                         -
 Non-controlling interest (refer to note 28)     -              -                 -                                         -                 -               -                   46,400                    46,400
                                                 ------------   ------------      ------------                              ----------------  --------------  ---------------     ---------------           ---------------
 Balance as at December 31, 2025                 1,800,216      1,229,110         4,656,617                                 487,866,754       88,781,078      584,333,775         44,996                    584,378,771
                                                 =======        =======           =======                                   =========         ========        =========           =========                 =========

 

 

The accompanying notes from 1 to 35 form an integral part of these
consolidated financial statements.

 

Dar Global PLC and its subsidiaries

London - United Kingdom

 

Consolidated statement of cash flows

 

                                                              Note  December 31,               December 31,
                                                                    2025                       2024

 Cash flows from operating activities
 Profit for the year                                                100,785,063                14,913,177
 Adjustments for:
 Depreciation on property and equipment                       24    3,020,698                  2,022,188
 Depreciation on right-of-use assets                          24    2,777,394                  2,508,060
 Provision for employees' end of service benefits                   1,024,062                  653,073
 Unrealised foreign exchange                                        (4,994,703)                -
 Finance costs                                                25    24,910,352                 22,979,983
 Other income from partial forgiveness of liability           22    (10,987,066)               -
 Finance income                                               25    (17,119,047)               (11,690,273)
 Share of profit from joint venture                                 -                          (704,640)
 Gain from disposal of joint venture                                -                          (20,038)
 Income tax expense/(credit)                                        11,969,874                 (803,690)
                                                                    ----------------------     ---------------------
 Operating profit before working capital changes                    111,386,627                29,857,840
 Working capital changes:
 Trade and unbilled receivables                                     (74,412,288)               (55,471,342)
 Advances, deposits and other receivables                           (65,283,477)               (54,577,821)
 Development properties and development property liabilities        (24,746,143)               (167,585,674)
 Trade and other payables                                           30,771,509                 55,904,872
 Advances from customers                                            279,459,351                84,862,015
 Retention payable                                                  9,696,328                  2,541,630
 Due (from)/to related parties                                      (4,876,758)                1,556,244
                                                                    ------------------------   ---------------------
 Cash generated from/(used in) operating activities                 261,995,149                (102,912,236)
 Income tax paid                                                    (1,493,043)                -
 Employee benefits paid                                             (391,798)                  (224,830)
                                                                    -------------------------  -----------------------
 Net cash from/(used in) operating activities                       260,110,308                (103,137,066)
                                                                    ------------------------   ----------------------
 Cash flows from investing activities
 Acquisition of property and equipment                        10    (5,786,079)                (18,149,090)
 Escrow retentions                                                  (22,745,494)               (787,176)
 Funds transferred to related parties                               (6,109,364)                (125,628)
 Proceeds from disposal of property and equipment             10    1,219                      60,382
 Proceeds from disposal of investment in joint venture              -                          6,288,099
 Net cash acquired on acquisition                                   -                          9,355,259
    Interest income                                           25    13,717,616                 11,259,006
    Repayment to joint venture                                      -                          2,150,987
                                                                    --------------------       ---------------------
 Net cash (used in)/generated from investing activities             (20,922,102)               10,051,839
                                                                    --------------             --------------
 Cash flows from financing activities
 Proceeds from bank borrowings                                16    5,602,989                  147,882,072
 Repayment of bank borrowings                                 16    (44,040,113)               (67,092,067)
 Interest expense on borrowings                                     (12,381,329)               (15,817,177)
 Payment of structuring fees for bank borrowings                    (507,859)                  (660,784)
 Proceeds from related party borrowings                       17    69,369,659                 226,576,921
 Repayment of related party borrowings                        17    (152,359)                  (7,798,634)
 Payment of lease liabilities                                 11    (2,967,700)                (2,931,863)
 Interest expense on lease liabilities                        11    (324,226)                  (314,936)
 Proceeds from non-controlling interests                            46,400                     -
                                                                    -----------------------    -----------------------
 Net cash generated from financing activities                       14,645,462                 279,843,532
                                                                    ----------------------     ----------------------
 Net increase in cash and cash balances                             253,833,668                186,758,305
 Effect of translation of foreign currency                          587,096                    (1,624,934)
 Cash and cash equivalents, beginning of the year                   413,625,405                228,492,034
                                                                    -----------------------    -----------------------
 Cash and cash equivalents at the end of the year                   668,046,169                413,625,405
 Cash and cash equivalents:                                         ---------------            ---------------
 Cash in hand                                                 5     230,286                    81,076
 Cash at banks                                                5     667,815,883                413,544,329
                                                                    ---------------            ---------------
                                                                    668,046,169                413,625,405
                                                                    =========                  =========

 

The accompanying notes from 1 to 35 form an integral part of these
consolidated financial statements.

 

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"). The Group is primarily involved in
development and sale of real estate.

 

1.2          The registered address of the Company is located at 19th
Floor, 51 Lime Street, London, EC3M 7DQ, 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 Global Properties L.L.C - UAE (Formerly Dar Al Arkan Properties L.L.C)  100%                             100%                         Commercial license no. 791860       Development and sale of real estate.
 Dar Global UK Holdings LTD - United Kingdom                                 100%                             100%                         Company registration no. 13881707   Development and sale of real estate.
 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
 Dar Global Spain S.L. - Spain (Formerly Dar Al Arkan Spain S.L.)            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. - China                    100%                             100%                         Company registration no. 91110105MA7 EQ79Y9Q  Development of real estate, consulting services, undertaking exhibition and
                                                                                                                                                                                      design activities.
 Dar Global Luxury Property Development L.L.C. SOC - UAE (Formerly Aqtab  100%                             100%                         Commercial license no. 997901                 Purchase and sale of real estate
 Properties L.L.C)
 Dar DG Global Properties L.L.C - UAE                                     100%                             100%                         Commercial license no. 997919                 Purchase and sale of real estate

 Dar DG Global Property Development L.L.C - UAE                           100%                             100%                         Commercial license no. 997915                 Purchase and sale of real estate

 DG Luxury Property Management L.L.C - UAE                                100%                             100%                         Commercial license no.  1274015               Property management services.

 

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 Real Estate Development LLC OPC - UAE                            100%                             100%                         Commercial license no. 59000      Land and real estate purchase and sale, self-owned property management
                                                                                                                                                                             services, real estate enterprises investment, development, institution and

                                                                                                                                                                             management.
 Dar Global Holdings Limited (ADGM)                                          100%                             100%                         Commercial license no. 000008662  Proprietary investment and holding/management of companies, Treasury
                                                                                                                                                                             management and operations, corporate governance,

                                                                                                                                                                             stakeholder relations.
 Dar Global Property Development SPC - Oman (Formerly Dar Al Arkan Property  100%                             100%                         Commercial license no. 1402786    Real estate development, Construction of buildings (general constructions of
 Development SPC)                                                                                                                                                            residential and non-residential buildings
 Dar Global Luxury SPC - Oman                                                100%                             100%                         Commercial license no. 1540816    Real estate development
 Dar Global Development Maldives Private LTD - Maldives                      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 - United Kingdom                                100%                             100%                         Commercial license no. 15273295   Business support including marketing  activities.

 

 

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 Real Estate - KSA                                        100%                             100%                         Commercial license no.  1010924907   Development of projects and buying and selling of real estate.
 Dar Global Holdings For Investment - KSA                                     100%                             100%                         Commercial license no.  1009115608   Development of real estate, Buying and selling of real estate, Management and
                                                                                                                                                                                 leasing of residential and non-residential properties, Real estate brokerage.
 Dar Global Real Estate Development - KSA*                                    42%                              100%                         Commercial license no.  7051932700   Development of projects.
 Dar Global USA LLC - USA                                                     100%                             100%                         Commercial                           Investment in Commercial Enterprises & Management.

                                                                                                                                            license no. M23000008667
 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 Greece M.A.E - Greece                                             100%                             100%                         Commercial                           Sale of property.

                                                                                                                                            license no. 175922001000
 Dar Global for Real Estate Development W.L.L - Qatar (Formerly Dar Al Arkan  100%                             100%                         Commercial                           Real estate development
 For Real Estate Development W.L.L)

                                                                                                                                            license no.

                                                                                                                                            165584
 Dar Global Morocco LLC - Morocco                                             100%                             100%                         Commercial                           Acquisition, development and sale of real estate properties, management and

                                    administration of properties
                                                                                                                                              license no.

                                                                                                                                            12673

 

* This entity became part of the Group on 24 September 2025. The Group owns
42% of the shareholding in Dar Global Real Estate Development - KSA. Although
the ownership interest is 42%, it has been treated as a subsidiary as the
Group has control over this entity, and is exposed to, or has rights to,
variable returns from its involvement with this entity and has the ability to
affect those returns through its power over this entity under the agreement
entered by the shareholders.

 

2          Material accounting policies

 

2.1          Statement of compliance

 

The financial information has been extracted from the Company's statutory
accounts for the years ended 31 December 2024 and 31 December 2025 ("FY25").
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 2024 have been delivered to the Registrar of Companies,
and those for 2025 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 FY25 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.

 

2.2          Basis of preparation

 

All values are rounded to the nearest unit in USD, which is Company's
functional currency, 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.

 

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.

 

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

Non-controlling
interest

 

Non-controlling interest (NCI) are measured initially at their proportionate
share of the acquiree's identifiable net assets at the date of acquisition.
Changes in the Group's interest in a subsidiary that do not result in a loss
of control are accounted for as equity transactions.

 

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.

 

2          Material accounting policies (continued)

 

2.2          Basis of preparation (continued)

 

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  265,059,849 at year end
(refer to note 16 and 17) 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 these financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts.
Further information on key judgements and sources of estimation uncertainty is
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.

 

2          Material accounting policies (continued)

 

2.3          Fair value measurement (continued)

 

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. Foreign exchange differences arising
on financial assets measured at amortised cost are recognised 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 consolidated
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 favour of
the group if it is reasonably certain to assess that option;

·      any penalties payable for terminating the lease, if the term of
the lease has been estimated based on termination option being exercised.

 

Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:

 

·      lease payments made at or before commencement of the lease;

·      initial direct costs incurred; and

·      the amount of any provision 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. The Group applies the liability approach in accounting for
the variable considerations.  Under this approach, the Group includes the
fair value of the variable payments in the initial cost of the properties at
the date of acquisition and recognises a corresponding liability equal to the
fair value of the variable payments on initial recognition computed based on a
deferred payment plan as defined in the sale and purchase agreement ("SPA").
In accounting for the liability, the Group follows the principles in IFRS 9.

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, 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, retention
payable, bank borrowings, development property liabilities and due to related
parties.

 

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.

 

Bank 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 represent the fixed and variable amounts
payable for the acquisition of development properties on a deferred payment
plan basis. Fixed payments payable on deferred payment plan basis, are stated
at cash price equivalent at the recognition date. The difference between the
cash price equivalent and the total payment is recognised as interest over the
period of credit unless such interest qualifies for capitalisation as a
borrowing cost, refer to paragraph 2.17.

 

The liability approach is used to account for variable payments. Under this
method, the fair value of variable payments is included in the initial cost of
development properties at the acquisition date and a corresponding development
property liability is also recognized. After initial recognition, any changes
in the amortized cost of the financial liability are recorded in profit or
loss, unless the interest qualifies for capitalisation as a borrowing cost.
Subsequently, at each reporting date the development property liabilities are
measured at amortised cost using the effective interest method.

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.

 

2.15        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, Qatar and KSA 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, Qatar and KSA 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)

 

2.15        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.

 

2.16        Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale. Borrowing costs consist of
interest and other costs that the Group incurs in connection with the
borrowing of funds. All other borrowing costs are recognised in the
consolidated statement of profit or loss in the year in which they are
incurred.

 

2.17        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,
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.

 

2.20        Statutory Reserve

 

According to Article 103 of the UAE Federal Law No. (32) of 2021, 5% of annual
net profits after NCI are allocated to the statutory reserve for the entities
registered in UAE. The transfers to the statutory reserve may be suspended
when the reserve reaches 50% of the paid-up capital.

 

2.21        Significant accounting judgements, estimates and
assumptions

 

In the application of the Group's accounting policies, which are described in
policy notes, the management are required to make judgements, estimates and
assumptions 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. Development stage is
determined based on construction progress achieved by the main contractor.
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,
Qatar and KSA 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)

 

2.22 Significant accounting judgements, estimates and assumptions (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 6% 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 7.05%.

 

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 7.92% (2024: 10%)
decrease in gross revenue, whilst a decrease in total budgeted cost by 5% will
lead to 8.75% (2024: 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 may directly influence the amount of contingent
consideration owed.

 

3          New standards and amendments

 

3.1          New standards and amendments applicable for 2025

 

The following standards and amendments apply for the first time to the
financial reporting periods commencing on or after January 01, 2025.

 

-           Lack of Exchangeability - Amendments to IAS 21

 

The management believes that the adoption of the above amendments effective
for the current accounting period has not had any material impact on the
recognition, measurement, presentation, and disclosure of items in the
consolidated financial statements.

 

3.2          New standards and amendments issued but not effective
for the current year

 

The following standards and interpretations had been issued but not yet
mandatory for annual periods beginning after 1 January 2025.

 

 Description                                                                     Effective for annual periods beginning on or after

 Classification and Measurement of Financial Instruments - Amendments to IFRS 9  January 1, 2026
 and IFRS 7

 Annual Improvement to IFRS Accounting Standards - Volume 11

                                                                               January 1, 2026

 IFRS 18 Presentation and Disclosure in Financial Statements*                    January 1, 2027

 IFRS 19 Subsidiaries without Public Accountability: Disclosures                 January 1, 2027

 Sale or Contribution of Assets between an investor and its Associate or Joint   Effective date
 Venture - IFRS 10 and IAS 28

                                                                                 deferred indefinitely

 

* The IASB issued IFRS 18 Presentation and Disclosure in Financial Statements
in April 2024. IFRS 18 aims to improve how companies communicate in their
financial statements, with a focus on information about financial performance
in the statement of profit or loss. IFRS 18 is accompanied by limited
amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is
effective from 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 2025 and 31 December 2024. Certain assets information
for geographic segments is presented as at 31 December 2025 and 31 December
2024.

 

The Group has divided its operations into two categories i.e. Domestic (UK)
and International (all other countries where Group has its operations).

 

                                        Domestic     International
                                        USD          USD

 For the year ended December 31, 2025:
 Revenue                                6,070,509    532,547,125
 Cost of revenue                        (5,080,910)  (343,834,604)
 Other income                           108,477      24,015,149
 Selling and marketing expenses         (161,472)    (33,750,530)
 General and administrative expenses    (7,451,086)  (51,916,416)
 Finance income                         69,366       17,049,681
 Finance costs                          (1,452,543)  (23,457,809)
 Income tax (expense)/ credit           421,161      (12,391,035)
 Profit/(loss) for the year             (7,476,498)  108,261,561

 For the year ended December 31, 2024:
 Revenue                                5,133,207    235,197,186
 Cost of revenue                        (4,175,127)  (148,771,526)
 Other income                           36,518       2,291,754
 Selling and marketing expenses         (426,071)    (26,919,903)
 General and administrative expenses    (6,803,688)  (30,887,831)
 Finance income                         563,002      11,127,271
 Finance costs                          (41,797)     (22,938,186)
 Income tax (expense)/ credit           1,256,482    (452,792)
 Profit/(loss) for the year             (3,732,794)  18,645,971

 As at December 31, 2025
 Total assets                           31,801,257   2,030,815,130
 Total liabilities                      309,054,673  1,169,182,943

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

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, 2025           31, 2024
                  ----------------   ----------------
 Total Assets
 UAE              1,208,064,049      959,149,463
 Qatar            164,289,736        99,514,428
 Oman             183,581,337        145,792,264
 KSA              347,913,903        117,930,811
 Other countries  126,966,105        89,853,349
                  -----------------  ---------------
                  2,030,815,130      1,412,240,315
                  ==========         =========
 Revenue
 UAE              212,243,321        156,382,028
 Qatar            75,792,270         37,338,548
 Oman             86,258,076         39,876,610
 KSA              158,253,458        1,600,000
                  ---------------    ---------------
                  532,547,125        235,197,186
                  =========          =========

 

 

5              Cash and cash equivalents

 

                                                                 As at December    As at December
                                                                 31, 2025          31, 2024
                                                                 ----------------  ----------------

 Cash in hand                                                    230,286           81,076
 Cash at bank
 -       - Current accounts                                      38,701,392        32,606,307
 -       - Escrow retention accounts (refer to (a) below)        33,520,147        10,774,653
 -       - Escrow accounts (refer to (b) below)                  584,561,506       260,680,858
 -       - Demand deposit (refer to (c) below)                   44,552,985        120,257,164
                                                                 ----------------  ----------------
                                                                 701,566,316       424,400,058
 Less: Escrow retention accounts (refer to note 9)               (33,520,147)      (10,774,653)
                                                                 ----------------  ---------------
                                                                 668,046,169       413,625,405
                                                                 =========         =========

 

a)            The above represents Escrow retention accounts
maintained with commercial banks in accordance with the local laws issued by
the governing body in UAE and KSA. The retention balances shall be released
after one year from the completion of the project and therefore do not meet
cash and cash equivalents criteria and are therefore presented separately as
escrow retentions.

 

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 represents a deposit held with one of its
related parties (refer to note 17), a financial services company in KSA, for a
period of one to three years at an interest rate of 7.80% per annum. This
deposit is repayable on demand without any penalty on early maturity.

 

Management has concluded that the Expected Credit Loss (ECL) for all bank
balances is immaterial as these balances are held with banks/financial
institutions that are assessed as having low credit risk by international
rating agencies.

 

6              Trade and unbilled receivables

 

                                                      As at December    As at December
                                                      31, 2025          31, 2024
                                                      ----------------  ----------------
 Unbilled receivables (refer to (a) below)            301,859,668       244,363,889
 Trade receivables (refer to (b) below)               49,891,426        32,974,917
                                                      ----------------  ----------------
                                                      351,751,094       277,338,806
 Less: Provision for impairment on trade receivables  -                 -
                                                      ----------------  ----------------
 Net receivables                                      351,751,094       277,338,806
                                                      =========         =========
 Not more than 12 months                              204,000,287       174,545,102
 More than 12 months                                  147,750,807       102,793,704
                                                      ----------------  ---------------
                                                      351,751,094       277,338,806
                                                      =========         =========

 

a)            Unbilled receivables are contract assets which relate
to the Group's right to receive consideration for work completed but not
billed as at the reporting date. These are transferred to trade receivables
when invoiced as per milestones agreed in contracts with the customers.

 

b)            At reporting date, the ageing analysis of net trade
and unbilled receivables is as follows:

 

                          As at December    As at December
                          31, 2025          31, 2024
                          ----------------  ---------------
 Current (Not past due)   301,859,668       244,363,889
 Not more than 90 days    19,475,815        21,034,872
 Between 91 to 180 days   7,073,276         4,450,299
 Between 181 to 360 days  14,416,637        2,695,093
 More than 360 days       8,925,698         4,794,653
                          ---------------   ---------------
 Total                    351,751,094       277,338,806
                          =========         =========

6              Trade and unbilled receivables (continued)

 

Refer note 29(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, 2025          31, 2024
                                        ----------------  ----------------

 Prepayments (refer to (a) below)       105,947,870       57,360,824
 Advances to suppliers and contractors  45,484,529        47,211,940
 Margin deposit (refer to (b) below)    10,805,572        3,546,942
 Other deposits (refer to (c) below)    6,663,978         6,296,603
 Other receivables                      2,720,028         2,710,003
 VAT refundable                         13,773,677        2,648,275
                                        ---------------   --------------
                                        185,395,654       119,774,587
                                        =========         ========
 Not more than 12 months                174,590,082       116,227,645
 More than 12 months                    10,805,572        3,546,942
                                        ---------------   --------------
                                        185,395,654       119,774,587
                                        =========         ========

 

a)            The above mainly includes incremental cost of
obtaining a contract such as sales commission paid to brokers and employees
for the sale of properties amounting to USD 101,090,040 (2024: USD 50,590,518)
and will be amortized consistent with the pattern of revenue in the future.

 

b)    The above represents margin deposits held with a bank against project
guarantee (refer to note 31). The credit risk on these deposits is limited
because the counterparties are banks with high credit-ratings assigned by
international credit-rating agencies.

 

c)     The above mainly includes a deposit of USD 5,043,187 (AED
18,521,104) with Dubai Land Department related to escrow retentions for one of
the projects in UAE. 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, 2025           31, 2024
                                                         ---------------    ---------------
 Balance at the beginning of the year                    586,415,420        216,931,211
 Additions during the year                               501,941,617        444,612,109
 Borrowing cost capitalised during the year              30,538,053         9,737,993
 Recognised as part of asset acquisition                 -                  67,240,828
 Reclass from property and equipment (refer to note 10)  -                  839,932
 Cost of revenue                                         (335,783,432)      (152,946,653)
                                                         -----------------  ---------------
 Balance at the end of the year                          783,111,658        586,415,420
                                                         =========          =========

 

Properties acquired, constructed or in the course of construction for sale in
the ordinary course of business are classified as development properties and
include the costs of:

 

·      Freehold and leasehold rights for land;

·      Amounts paid to contractors for construction including the cost
of construction of infrastructure; and

·      Planning and design costs, costs of site preparation,
professional fees for legal services, property transfer taxes, borrowing
costs, employee costs, cost of acquiring development rights, construction
overheads and other related costs.

 

Common overhead cost (directly attributable to the projects) is allocated to
various projects and forms part of the estimated cost to complete a project in
order to determine the cost attributable to revenue being recognised.

 

The Group assesses the net 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 15). Under this arrangement, the
variable contribution from the development profits is as follows: 62.5% for
land in KSA, 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 2024:
USD 113,785,025) is registered as primary mortgage in the favour of commercial
banks against the borrowings (note 16).

 

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, 2025         31, 2024
                               ---------------  ---------------

 More than 12 months (note 5)  33,520,147       10,774,653
                               ========         ========

 

 

10           Property and equipment

 

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

 Cost
 As at January 1, 2024                    -               1,645,946               1,432,920               2,547,863                       908,615                   6,535,344
 Additions                                16,294,400      95,347                  47,701                  1,711,642                       -                         18,149,090
 Recognised as part of asset acquisition  -               1,364,725               5,240                   87,489                          -                         1,457,454
 Transfer from Capital work-in-progress   -               -                       -                       68,683                          (68,683)                  -
 Reclass from development properties      -               -                       -                       -                               (839,932)                 (839,932)
 Disposal                                 -               -                       (192,166)               (279,125)                       -                         (471,291)
 Translation adjustments                  (303,821)       (6,676)                 (23,676)                (8,262)                         -                         (342,435)
                                          --------------  ----------              ------------            ------------                    ------------              ------------
 As at December 31, 2024                  15,990,579      3,099,342               1,270,019               4,128,290                       -                         24,488,230
                                          --------------  ----------              ------------            ------------                    -----------               ------------
 As at January 1, 2025                    15,990,579      3,099,342               1,270,019               4,128,290                       -                         24,488,230
 Additions                                2,114,528       946,684                 94,392                  2,485,318                       145,157                   5,786,079
 Disposal                                 -               -                       -                       (1,219)                         -                         (1,219)
 Translation adjustments                  303,821         25,355                  78,916                  36,043                          -                         444,135
                                          -------------   ------------            ------------            ------------                    ----------                -------------
 As at December 31, 2025                  18,408,928      4,071,381               1,443,327               6,648,432                       145,157                   30,717,225
                                          -------------   ------------            ------------            ------------                    ----------                -------------

 Accumulated depreciation
 As at January 1, 2024                    -               192,693                 273,881                 532,721                         -                         999,295
 Charge for the year                      -               715,587                 358,293                 948,308                         -                         2,022,188
 Disposal                                 -               -                       (190,004)               (220,905)                       -                         (410,909)
 Translation adjustments                  -               (4,880)                 (7,145)                 (7,982)                         -                         (20,007)
                                          ----            ----------              ----------              ----------                      ------------              ------------
 As at December 31, 2024                  -               903,400                 435,025                 1,252,142                       -                         2,590,567
                                          ----            ----------              ----------              ----------                      ------------              ------------
 As at January 1, 2025                    -               903,400                 435,025                 1,252,142                       -                         2,590,567
 Charge for the year                      -               1,210,845               269,596                 1,540,257                       -                         3,020,698
 Disposal                                 -               -                       -                       -                               -                         -
 Translation adjustments                  -               22,538                  26,557                  19,322                          -                         68,417
                                          ----            ------------            ----------              ------------                    ------------              ------------
 As at December 31, 2025                  -               2,136,783               731,178                 2,811,721                       -                         5,679,682
                                          ----            ------------            ----------              ------------                    ------------              ------------
 Carrying value as
 As at December 31, 2025                  18,408,928      1,934,598               712,149                 3,836,711                       145,157                   25,037,543
                                          ========        ======                  ======                  ======                          =======                   =======
 As at December 31, 2024                  15,990,579      2,195,942               834,994                 2,876,148                       -                         21,897,663
                                          ========        ======                  ======                  ======                          =======                   =======

 

The addition in land during the previous year pertains to the acquisition of
land in the Maldives, along with associated costs. The Group's intention is to
develop and operate a hotel on this newly acquired land.

 

11           Right-of-use assets and Lease liabilities

 

The Group primarily leased office spaces, with lease term typically spanning 3
to 7 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, 2025          31, 2024
                                          ----------------  ----------------

 Balance at the beginning of the year     4,133,177         5,538,638
 Additions during the year                2,424,500         -
 Recognised as part of asset acquisition  -                 1,175,633
 Depreciation charge for the year         (2,777,394)       (2,508,060)
 Translation adjustments                  66,602            (73,034)
                                          --------------    --------------
 Balance at the end of the year           3,846,885         4,133,177
                                          ========          ========

 

 Lease liabilities                        As at December    As at December
                                          31, 2025          31, 2024
                                          ----------------  ----------------

 Balance at the beginning of the year     4,114,862         5,944,562
 Additions during the year                2,424,500         -
 Recognised as part of asset acquisition  -                 1,217,570
 Interest expense for the year            324,226           314,936
 Payments for the year                    (3,291,926)       (3,246,799)
 Translation adjustments                  62,829            (115,407)
                                          ------------      ------------
 Balance at the end of the year           3,634,491         4,114,862
                                          =======           =======

 Not more than 12 months                  1,343,403         2,797,673
 More than 12 months                      2,291,088         1,317,189
                                          ------------      ------------
                                          3,634,491         4,114,862
                                          =======           =======

One of the Group's existing leases relating to premises in the UAE was renewed
for an additional three-year term subsequent to the reporting date.

 

12           Trade and other payables

 

                                As at December    As at December
                                31, 2025          31, 2024
                                ----------------  ----------------

 Trade payables                 15,084,502        8,902,807
 Accruals (refer to (i) below)  110,524,320       76,112,307
                                ---------------   --------------
                                125,608,822       85,015,114
                                =========         ========

 

 

12           Trade and other payables (continued)

 

                          As at December    As at December
                          31, 2025          31, 2024
                          ----------------  ----------------

 Not more than 12 months  125,608,822       85,015,114
 More than 12 months      -                 -
                          ---------------   -------------
                          125,608,822       85,015,114
                          =========         ========

 

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

 

13           Advances from customers

 

                                                      As at December    As at December
                                                      31, 2025          31, 2024
                                                      ----------------  ----------------

 Balance at the beginning of the year                 180,027,547       57,523,290
 Additions during the year                            729,282,801       266,877,110
 Revenue recognized during the year                   (449,200,142)     (180,098,407)
 Recognised as part of asset acquisition              -                 37,642,242
 Income from termination of units (refer to note 22)  (623,308)         (1,916,688)
                                                      ---------------   --------------
 Balance at the end of the year                       459,486,898       180,027,547
                                                      =========         ========

 

The above represent contractual liabilities arising from the SPA 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 2025 is USD 554,154,872 (31 December 2024: USD 219,557,394). The
Group expects to recognise these unsatisfied performance obligations as
revenue over a period of 1 to 5 years.

 

14           Retention payable

 

                                                                     As at December    As at December
                                                                     31, 2025          31, 2024
                                                                     ----------------  ----------------

 Retention payable for construction works - not more than 12 months  1,226,085         4,811,952
 Retention payable for construction works - more than 12 months      18,100,290        4,818,095
                                                                     --------------    ------------
                                                                     19,326,375        9,630,047
                                                                     ========          =======

 

 

15           Development property liabilities

 

                                                                     As at December    As at December
                                                                     31, 2025          31, 2024
                                                                     ----------------  ----------------

 Balance at the beginning of the year                                254,747,426       78,631,324
 Additions during the year                                           170,255,433       172,348,724
 Remeasurement of variable profit-linked component (note (i) below)  25,409,198        -
 Interest cost on unwinding of discount                              19,760,803        10,822,408
 Impact of modification of terms (note (ii) below)                   (14,388,497)      -
 Payments for the year                                               (43,642,608)      (7,055,030)
                                                                     ---------------   ---------------
                                                                     412,141,755       254,747,426
                                                                     =========         =========

 Not more than 12 months                                             134,736,665       135,545,451
 More than 12 months                                                 277,405,090       119,201,975
                                                                     ---------------   --------------
                                                                     412,141,755       254,747,426
                                                                     =========         ========

 

(i)            This relates to an increase in the liability arising
from remeasurement of the variable component based on revised expected cash
flows.

(ii)           During the year, the terms of one of the financial
liabilities were renegotiated. As the modification resulted in different
terms, the original financial liability was derecognised and a new financial
liability was recognised at fair value, with the resulting liability
forgiveness of USD 10,987,066 recognised in other income (refer to note 22).
In addition, an extension of a deferred payment plan resulted in a gain of USD
3,401,431, which was recognised as finance income (refer to note 25).

 

The above represents amount payable for the land acquired, including USD
13,752,541 payable to one of the related parties. 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 7.05%.

 

16           Bank borrowings

 

                                       As at December    As at December
                                       31, 2025          31, 2024
                                       ----------------  ----------------
 Balance at the beginning of the year  208,809,790       128,019,785
 Add: Drawdown during the year         5,602,989         147,882,072
 Less: Repayments during the year      (44,040,113)      (67,092,067)
 Translation adjustment                752,375           -
                                       ----------------  ---------------
 Total borrowings                      171,125,041       208,809,790
 Less:- Unamortised cost               (2,055,072)       (3,316,765)
                                       ---------------   ---------------
                                       169,069,969       205,493,025
                                       =========         =========

 

 

16           Bank borrowings (continued)

 

 Bank borrowings maturity profile:  As at December    As at December

                                    31, 2025          31, 2024
                                    ----------------  ----------------

 Not more than 12 months            65,954,252        16,337,646
 More than 12 months                103,115,717       189,155,379
                                    ---------------   ---------------
                                    169,069,969       205,493,025
                                    =========         =========

 

The Group has following secured interest-bearing borrowings:

 

(i)        During the year, the Group obtained financing facility of
USD 44,213,600 (OMR 17,000,000) from a commercial bank in Oman. This facility
carries interest at 6.60% per annum for the period of first anniversary from
the utilization date. Thereafter, the interest rate will be revised to the
Central Bank of Oman's base rate plus a margin of 2.3% per annum. This
facility is repayable by December 2028.

 

During the year, the Group drew down USD 455,455 (OMR 175,121). The amount of
undrawn facility as at 31 December 2025 is USD 43,758,145 (OMR 16,824,879).

 

(ii)       On 28 May 2025, the Group obtained financing facility of USD
18,585,540 (EUR 15,800,000) from a commercial bank in Spain. This facility
carries interest at 12 months EURIBOR rate plus 2.65% per annum and is
repayable by May 2030.

 

During the year, the Group drew down USD 1,176 (EUR 1,000). The amount of
undrawn facility as at 31 December 2025 is USD 18,584,364 (EUR 15,799,000).

 

(iii)       On 17 May 2024, the Group obtained financing facility of USD
19,625,358 (GBP 14,547,000) from a commercial bank in London. This facility
carries interest at SONIA rate plus 2.25% per annum and is repayable by May
2026.

 

During the year, the Group has not drawn down on its available facility. The
amount of undrawn facility as at 31 December 2025 is USD 8,663,920 (GBP
6,422,000).

 

(iv)       On 26 May 2023, the Group obtained financing facility of USD
204,220,558 (AED 750,000,000) from a commercial bank in UAE. The facility is
repayable in half-yearly instalments, with the final payment due at maturity
in May 2027. The facility carries an interest rate of 3 months EIBOR plus
2.30% per annum.

 

During the year, the Group has not drawn down anything from this facility.

 

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

 

During the year, the Group has drawn USD 5,146,358 (AED 18,900,000).

 

16           Bank borrowings (continued)

 

The Group has provided the following security arrangements in relation to
above-mentioned borrowings:

 

-   Loans (i), (ii), and (iii) are secured against project receivables and
development properties located in their respective jurisdictions.

 

-   Loan (iv) is secured by receivables from certain UAE-based projects,
along with a corporate guarantee provided by the Ultimate parent company of
the Major shareholder.

 

-   Loan (v) is secured by development property in the UAE, along with a
corporate guarantee provided by the Ultimate parent company of the Major
shareholder.

 

17           Related party transactions

 

The Group enters into transactions with other entities that fall within the
definition of a related party as contained in IAS 24, Related party
disclosures. Related parties comprise entities under common ownership and/or
common management and control; their partners and key management personnel.

 

a)            Due from related parties

 

                                           As at December    As at December
                                           31, 2025          31, 2024
                                           ----------------  ----------------
 Entity under common control
 Compass Project For Contracting LLC, UAE  924,297           1,600,000
 Quara Holding, UAE                        5,147,201         15
 Al Tilal Housing Company, KSA             405,275           -
                                           -------------     ------------
                                           6,476,773         1,600,015
                                           ========          =======

 

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

 

b)            Loan from a related party

                                          As at December    As at December
                                          31, 2025          31, 2024
                                          ----------------  ----------------
   Major shareholder
 Dar Al Arkan Global Investment LLC, UAE  284,401,240       219,706,697
                                          =========         =========
 Movement for the year:
 Opening                                  226,576,921       -
 Add: Drawdown during the year            69,369,659        226,576,921
 Less: Repayments during the year         (152,359)         -
                                          =========         =========
 Total Borrowings                         295,794,221       226,576,921
 Less:- Unamortised cost                  (11,392,981)      (6,870,224)
                                          ----------------  ----------------
                                          284,401,240       219,706,697
                                          =========         =========

17           Related party transactions (continued)

 

b)            Loan from a related party (continued)

 

On 1 September 2024, the Group secured a financing facility of USD 325,000,000
from its Major shareholder. During the year, certain terms of the loan were
modified which includes increasing the facility amount from USD 325,000,000 to
USD 490,000,000; decrease in interest rate from EIBOR/SOFR plus 2.95% to 2.5%;
and extending repayment period from January 2028 to January 2029. Management
assessed that the terms of loan are not considered to have been substantially
modified.

 

During the year, the Group has drawn USD 69,369,659 (2024: USD 226,576,921).
During the year, the Group repaid an amount of USD 152,359. The amount of
undrawn facility as at 31 December 2025 stands at USD 194,053,420.

 

c)            Due to related parties

 

                                                    As at December    As at December
                                                    31, 2025          31, 2024
                                                    ----------------  ----------------
   Major shareholder
   Dar Al Arkan Global Investment LLC, UAE          2,691,809         2,804,659
 Ultimate parent company of major shareholder
 Dar Al Arkan Real Estate Development Company, KSA  -                 56,361
                                                    ------------      ------------
                                                    2,691,809         2,861,020
                                                    =======           =======

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

 

d)            Transactions with key management personnel

                                     As at December    As at December
                                     31, 2025          31, 2024
                                     ----------------  ----------------

 Short term benefits                 3,229,201         2,590,752
 Employees' end-of-service benefits  409,855           288,204
 Board of directors' fees            959,828           927,373
                                     ------------      ------------
                                     4,598,884         3,806,329
                                     =======           =======

 

e)            Other related party transactions

 

                            As at December    As at December
                            31, 2025          31, 2024
                            ----------------  ----------------

 Loan (repaid)/received
 Major shareholder          69,369,659        226,576,921
 Major shareholder          (152,359)         -

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

 

 

17           Related party transactions (continued)

 

e)    Other related party transactions (continued)

 

                                                                              As at December    As at December
                                                                              31, 2025          31, 2024
                                                                              ----------------  ----------------
 Deposit (withdrawn) / addition
 Entity under common control                                                  (48,453,064)      25,663,170

 Capitalization of borrowing cost
 Major shareholder                                                            16,589,497        2,578,875

 Unamortised cost related to loan
 Major shareholder                                                            (6,689,845)       (7,798,634)

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

 Share of profit
 Joint venture                                                                -                 704,640

 Gain on disposal
 Joint venture                                                                -                 20,038

 Interest income
 Joint venture                                                                -                 431,267

 Revenue
 Entity under common control of Ultimate parent company of Major shareholder  9,600,000         1,600,000

 Other income
 Entity under common control of Ultimate parent company of Major shareholder  7,284,970         1,450,321
 Major shareholder                                                            -                 1,000,000

 Development properties
 Entity under common control of Ultimate parent company of Major shareholder  (56,295,676)      -

 Deferred sales commission
 Entity under common control of Ultimate parent company of Major shareholder  (1,024,640)       -

                 General and administrative expenses
 Entity under common control of Ultimate parent company of Major shareholder  (64,794)          -

 

 

17           Related party transactions (continued)

 

e)            Other related party transactions (continued)

 

                                                                              As at December    As at December
                                                                              31, 2025          31, 2024
                                                                              ----------------  ----------------
 Selling and marketing expenses
 Entity under common control of Ultimate parent company of Major shareholder  (523,416)         -

 Net finance (costs)/income
 Entity under common control                                                  5,232,342         -
 Major shareholder                                                            (1,417,396)       -

 

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 2025 and the terms and conditions of any drawdown
will be agreed when they occur.

 

18           Income taxes

 

Tax expense represents the sum of current income tax and deferred tax.

 

Current income tax is measured at the amount expected to be paid to the
taxation authorities.

 

The Group 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, 2025          31, 2024
                                 ----------------  ----------------

 Current tax expense             11,315,323        2,861,638
 Deferred tax expense/ (credit)  654,551           (3,665,328)
                                 ------------      ------------
 Total expense for the year      11,969,874        (803,690)
                                 ========          =======

 

 

18           Income taxes (continued)

 

Deferred tax

 

The movements of deferred tax assets and liabilities are as follows.

 

                              Deferred          Deferred tax liability

                               tax asset
                              ----------------  ----------------
 31 December 2025
 Tax losses carried forward   781,369           -
 Other temporary differences  -                 (126,818)
                              ---------------   --------------
 Total                        781,369           (126,818)
                              ======            =======

 

                              Deferred          Deferred tax liability

                               tax asset
                              ----------------  ----------------
 31 December 2024
 Tax losses carried forward   (3,879,487)       -
 Other temporary differences  -                 214,159
                              ---------------   -----------
 Total                        (3,879,487)       214,159
                              ========          ======

 

                Reconciliation of effective tax

                                                                    As at December    As at December
                                                                    31, 2025          31, 2024
                                                                    ----------------  ----------------
 Profit before tax                                                  112,754,937       14,109,487

 Tax at UK statutory rate (25%)                                     28,188,734        3,527,372
 Effect of different tax rates in overseas jurisdictions            (13,879,169)      (3,774,270)
 Recognition of previously unrecognised tax losses                  (1,117,725)       (1,721,315)
 Withholding taxes                                                  895,340           942,007
 Non-deductible expenses                                            207,118           135,065
 Current year losses for which no deferred tax asset is recognised  467,834           142,190
 Tax impact on transfer of group losses                             -                 90,601
 Tax impact in respect of transitional provisions*                  (2,758,274)       -
 Other reconciling items                                            (33,984)          (145,340)
                                                                    --------------    -------------
 Total tax expense                                                  11,969,874        (803,690)
                                                                    ========          ========
 Effective tax rate (ETR)                                           10.62%            -5.70%

 

The Company's effective tax rate for the year is 10.62%, compared to -5.70% in
the 2024. The increase in the effective tax rate is primarily driven by the
generation of taxable profits across the Group's operating jurisdictions,
including Oman, the United Arab Emirates, Qatar, and the Kingdom of Saudi
Arabia.

 

18        Income taxes (continued)

 

*During the year, the Group revised its estimate of income tax provision
relating to the prior year, following clarifications issued by the UAE Federal
Tax Authority regarding the application of the valuation method under the
transitional rules prescribed in Ministerial Decision No. 120 of 2023 on the
disposal of qualifying immovable property by real estate developers. The
clarification resulted in a reduction in the income tax expense previously
recognised for the prior year.

 

Global Minimum Top-up Tax

 

The OECD's Pillar II global minimum tax, based on the Global Anti-Base Erosion
(GloBE) Model Rules, is not expected to have an impact on the Group, as the
Group's total revenue is less than Euro 750 million.

 

19           Share capital

 

                                            As at December 31, 2025          As at December 31, 2024
 Ordinary shares                            Number           Amount          Number           Amount
 Called up and fully paid-up share capital
 Balance as on                              180,021,612      1,800,216       180,021,612      1,800,216
                                            ---------------  --------------  ---------------  --------------
                                            180,021,612      1,800,216       180,021,612      1,800,216
                                            =========        ========        =========        ========

 

20           Share premium

 

                As at December    As at December
                31, 2025          31, 2024
                ----------------  ----------------

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

 

21           Revenue

 

                                                         December 31,      December 31,
                                                         2025              2024
                                                         ----------------  ----------------

 Revenue is recognised over time as provided below:
 Sale of residential units                               506,436,445       233,597,186
 Project management service                              9,600,000         1,600,000

 Revenue is recognised point in time as provided below:
 Sale of residential units                               22,581,189        5,133,207
                                                         ---------------   --------------
                                                         538,617,634       240,330,393
                                                         =========         =========

21           Revenue (continued)

 

Cost of revenue

 

 Cost of residential units  (348,915,514)  (152,946,653)
                            ==========     ==========

 

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 7,724,211 (2024: USD 4,652,862).

 

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 23.4 million (2024: USD 12.5
million). Total revenue over the life of the projects remains unchanged, as
the changes relate solely to revised estimates of costs to complete.

 

22           Other income

 

                                                    December 31,        December 31,
                                                    2025                2024
                                                    ------------------  -----------------

 Support services (note (a) below)                  7,602,646           2,450,321
 Income from termination of units (note (b) below)  623,308             1,916,688
 Foreign exchange gain / (loss)                     4,910,606           (2,045,484)
 Others (note (c) below)                            10,987,066          6,747
                                                    --------------      ------------
                                                    24,123,626          2,328,272
                                                    ========            =======

 

(a)   This represents income related to sales, general and advisory support
services provided to the related parties (refer to note 17).

 

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

 

(c)   During the year, the terms of one of the financial liabilities were
renegotiated. As the modification resulted in different terms, the original
financial liability was derecognised and a new financial liability was
recognised at fair value, with the resulting partial liability forgiveness of
USD 10,987,066 recognised in other income (refer to note 15).

 

23           Selling and marketing expenses

 

                     December 31,        December 31,
                     2025                2024
                     ------------------  -----------------

 Sales commission    26,611,255          17,302,442
 Marketing expenses  7,300,747           10,043,532
                     --------------      --------------
                     33,912,002          27,345,974
                     ========            ========

24           General and administrative expenses

 

                                                            December 31,          December 31,
                                                            2025                  2024
                                                            --------------------  -------------------

 Salaries and related benefits                              37,083,973            22,665,169
 Legal and professional expenses                            7,026,480             3,637,197
 Depreciation on property and equipment (refer to note 10)  3,020,698             2,022,188
 Depreciation on right-of-use assets (refer to note 11)     2,777,394             2,508,060
 IT related expenses                                        2,503,984             1,594,043
 Bank charges                                               1,555,549             584,975
 Board of Directors fees                                    959,828               927,373
 Utilities                                                  890,151               758,051
 Travelling expenses                                        808,721               665,190
 Value added tax expense                                    284,747               128,451
 Rent                                                       235,034               61,827
 Other expenses                                             2,220,943             2,138,995
                                                            --------------        --------------
                                                            59,367,502            37,691,519
                                                            ========              ========

 

25           Net finance costs/(income)

 

                                                                   December 31,      December 31,
                                                                   2025              2024
                                                                   ----------------  ----------------

 Finance costs
 Interest expense on bank borrowings                               13,603,592        15,817,177
 Interest expense on unwinding of discount on long term liability  9,565,138         6,847,870
 Interest expense on intercompany loan                             1,417,396         -
 Interest on lease liability (refer to note 11)                    324,226           314,936
                                                                   -------------     ------------
                                                                    24,910,352       22,979,983
                                                                   ========          =======
 Finance income
 Interest income                                                   (13,717,616)      (11,259,006)
 Income on extension of long-term liability (refer to note 15)     (3,401,431)       -
 Income from investment in bonds of joint venture                  -                 (431,267)
                                                                   ---------------   --------------
                                                                   (17,119,047)       (11,690,273)
                                                                   =========         ========

 Net finance costs                                                 7,791,305         11,289,710
                                                                   ========          ========

 

26           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,
                                                                               2025              2024
                                                                               ----------------  ----------------

 Earnings:
 Profit attributable to the owners of the Company for basic/ diluted earnings  100,786,467       14,913,177
                                                                               =========         ========
 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)    0.56  0.08
                                                   ====  ====

 

27           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.

 

27           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, 2025  As at December 31, 2024

   Financial assets
 Cash and cash equivalents                              668,046,169              413,625,405
 Trade and unbilled receivables                         351,751,094              277,338,806
 Advances, deposits and other receivables*              20,189,578               12,553,548
 Escrow retentions                                      33,520,147               10,774,653
 Due from related parties                               6,476,773                1,600,015
                                                        -----------------        ---------------
                                                        1,079,983,761            715,892,427
                                                        ==========               =========
   Financial liabilities

 Trade and other payables                               125,608,822              85,015,114
 Retention payable                                      19,326,375               9,630,047
 Development property liabilities                       412,141,755              254,747,426
 Bank borrowings                                        169,069,969              205,493,025
 Due to related party                                   287,093,049              222,567,717
 Lease liabilities                                      3,634,491                4,114,862
                                                        -----------------        ---------------
                                                        1,016,874,461            781,568,191
                                                        ==========               =========

 

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

 

28           Non-controlling interests

 

The following table summarises the financial information relating to the
Group's subsidiary that has a material NCI, before any intra-group
eliminations.

 

                                                             Dar Global Real Estate Development

                                                             December 31, 2025   December 31, 2024

 NCI percentage                                              58%                 -

 Revenue                                                     -                   -
 (Loss)/profit                                               (3,066)             -
                                                             ---------           --------
 Loss attributable to NCI*                                   (1,404)             -
                                                             ---------           --------
 Other comprehensive income                                  -                   -
 Total comprehensive (loss)/income                           (3,066)             -
                                                             ----------          ----
 Total comprehensive (loss)/income attributable to NCI* (A)  (1,404)             -
                                                             ---------           ----

 Assets                                                      80,000              -
 Liabilities                                                 (3,066)
 Net assets                                                  76,934              -

 Share of NCI on other equity components* (B)                46,400

                                                             ---------           ----
 Net assets attributable to NCI [(A) + (B)]                  44,996              -
                                                             ---------           ----

 

This entity became part of the Group on 24 September 2025. The Group owns 42%
of the shareholding in Dar Global Real Estate Development - KSA. Although the
ownership interest is 42%, it has been treated as a subsidiary as the Group
has control over this entity, and is exposed to, or has rights to, variable
returns from its involvement with this entity and has the ability to affect
those returns through its power over this entity under the agreement entered
by the shareholders. Accordingly, the information relating to subsidiary is
only for the period from 24 September to 31 December 2025.

 

*The NCI is eligible for 45.8% on profit/(loss) and 58% on other equity
components.

 

29           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.

 

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, 2025
 Cash and cash equivalents  19,472,683     688,450          84,111     -
 Other financial assets     175,599        268,809          -          210,044
 Financial liabilities      (1,351,423)    (11,756,599)     (16,982)   -
                            -------------  -------------    ---------  ----------
                            18,296,859     (10,799,340)     67,129     210,044
                            ========       ========         =====      ======

 December 31, 2024
 Cash and cash equivalents  6,855,578      1,862,411*       96,265     345,116
 Other financial assets     13,577         1,006,073*       -          10,939
 Financial liabilities      (617,325)      (10,908,757)*    (81,242)   (46,259)
                            ------------   ---------------  ---------  ---------
                            6,251,830      (8,040,273)*     15,023     309,796
                            =======        =========        =====      =====

 

The 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,
      2025              2024
      ----------------  ---------------

 EUR  1,829,686         625,183
 GBP  (1,079,934)       804,027*
 BAM  6,713             1,502
 CNY  21,004            30,980

 

29           Financial risk management objectives (continued)

 

a)            Foreign currency risk management (continued)

 

The Group's significant monetary assets and liabilities denominated in foreign
currencies are in AED which is pegged to USD. As the AED is currently pegged
to the USD, balances are not considered to represent significant currency
risk.

 

* Certain other financial assets and financial liabilities were incorrectly
identified as being GBP in the annual financial statements for the year ended
31 December 2024 as at that date. These amounts have therefore been restated
in these consolidated financial statements by reducing GBP other financial
assets and financial liabilities by USD 1,461,145 and USD 223,859,876
respectively and reducing the sensitivity of a 1000 basis points increase or
decrease in USD against GBP by 22,239,873. These adjustments relate
exclusively to this disclosure and do not impact any financial statement
captions.

 

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
2025. 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,
                            2025              2024
                            ----------------  ---------------

 Fixed rate instruments
 Financial assets           44,552,985        120,257,164
 Financial liabilities      (529,344)         -
 ( )                        --------------    --------------
 ( )                        44,023,641        120,257,164
 ( )                        ========          ========
 Variable rate instruments  ( )               ( )
 Financial assets           667,588,617       307,608,760
 Financial liabilities      (452,941,864)     (425,199,721)
                            ---------------   --------------
                            214,646,753       (117,590,961)
                            =========         ========

 

A 50-basis point increase or decrease is used when reporting interest rate
risk internally to key management personnel and represents management's
assessment of the reasonably possible change in interest rates.

 

If interest rates had been 50 basis points higher/lower and all other
variables were held constant, the change in Group's profit for the year ended
31 December 2025 would be USD 1,073,234 (2024: USD 587,955). This is mainly
attributable to the Group's exposure to variable rate financial instruments.

 

29           Financial risk management objectives (continued)

 

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:

 

                                                                           Contractual Cashflows
                                   Carrying amount                         Less than          1-2              2-5               More than 5 years

                                                      Total                1 year              years           years
 31 December 2025
 Financial liabilities
 Trade and other payables          125,608,822        (125,608,822)        (125,608,822)      -                -                 -
 Retention payable                 19,326,375         (19,326,375)         (1,226,085)        (11,906,687)     (6,193,604)       -
 Bank borrowings                   169,069,969        (183,927,366)        (74,825,964)       (108,711,352)    (390,051)         -
 Development property liabilities  412,141,755        (468,979,703)        (136,518,912)      (62,679,293)     (269,781,498)     -
 Lease liabilities                 3,634,491          (4,395,239)          (1,624,596)        (715,163)        (1,489,594)       (565,886)
 Due to related party              287,093,049        (338,256,649)        (42,315,955)       (73,369,099)     (222,571,595)     -
                                   -----------------  -------------------  -----------------  ---------------  ----------------  -----------
                                   1,016,874,461      (1,140,494,156)      (382,120,334)      (257,381,594)    (500,426,342)     (565,886)
                                   ==========         ===========          ==========         =========        ==========        =======

 

 

                                                                     Contractual Cashflows
                                   Carrying amount                   Less than      1-2            2-5            More than 5 years

                                                    Total            1 year         years           years
 31 December 2024
 Financial liabilities
 Trade and other 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)  -
                                   ========         ========         =======        =======        =======        =====

 

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.

 

 

29           Financial risk management objectives (continued)

 

d)            Credit risk management (continued)

 

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.

 

30           Capital risk management

 

The capital structure of the Group consists of cash and cash equivalents,
debt, which includes bank borrowings as disclosed in note 16 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 19.

 

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,
                       2025              2024
                       ----------------  ---------------

 Debt                  169,069,969       205,493,025
                       --------------    --------------
 Total equity          584,378,771       478,453,489
                       --------------    --------------
 Debt to equity ratio  0.29              0.43

 

 

31           Contingent liabilities

 

                                                 As at December    As at December
                                                 31, 2025          31, 2024
                                                 ----------------  ----------------

 Letters of guarantee (refer to note (a) below)  54,905,504        12,337,530
                                                 ========          =======

 

(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 (refer to note 7).

 

31           Contingent liabilities (continued)

 

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.

 

32           Commitments

 

                                                    As at December    As at December
                                                    31, 2025          31, 2024
                                                    ----------------  ----------------

 Contracted commitments for development properties  810,430,861       433,882,782

 (refer to note 8) (note (a) below)
 Others (note (b) below)                            10,000,000        -
                                                    ---------------   ---------------
                                                    820,430,861       433,882,782
                                                    =========         =========

 

(a)   A significant portion of the Group's commitment is towards land plots
acquired, amounting to USD 189,202,874. 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.

 

(b)   On 31 October 2025, Dar Global Holdings 2 Ltd ("DG Holdings 2"), a
wholly owned subsidiary of the Group, entered into a share purchase agreement
("SPA") with Alkhair Group Holding Ltd ("AGHL") for the acquisition of 100% of
the issued share capital of Alkhair Capital Dubai Limited ("ACDL"), a company
incorporated in the Dubai International Financial Centre.

The purchase price is to be determined at completion based on the book value
of ACDL, currently estimated at USD 10,000,000. Payment of the purchase price
is due within 10 working days of the closing date, being no later than 12
months from the effective date of the transaction.

Completion of the transaction is conditional upon AGHL obtaining all necessary
regulatory approvals and/or no-objection clearances required under DIFC law
for the transfer of the shares, which were expected to be obtained by Q1,
2026. As at the reporting date, regulatory approvals remain pending and the
transaction had not yet completed.

 

33           Staff number and costs

                                                        December 31,      December 31,
                                                        2025              2024
                                                        ----------------  ----------------

 The average number of employees employed by the Group  375               258
                                                        =========         =========
 The payroll cost for these employees is as follows:
 - Wages and salaries                                   37,083,973        22,665,169
                                                        =========         =========

 

34           Auditors Remuneration

 

                                                                             December 31,      December 31,
                                                                             2025              2024
                                                                             ----------------  ----------------

 Audit of these consolidated financial statements                            404,730           326,690
 Review of condensed consolidated interim financial statements               134,910           113,823
 Audit of financial statements of subsidiaries of the company                146,782           149,724
 Non - audit service for transition to Equity Shares (Commercial Companies)  127,490           -
 category listing
                                                                             ----------        -----------
                                                                             813,912           590,237
                                                                             ======            =======

 

35           Events after the reporting date

 

Subsequent to the year end, on 28 February 2026, there has been an increase in
tensions in the GCC region as a result of the regional military escalations,
which has triggered a heightened risk environment which may impact the
geopolitical and macroeconomic environment.

 

The Group does not consider this to be an adjusting event and as such any
impacts are not reflected within this Annual Report.

 

The Group is closely monitoring these events and its potential impacts on its
business. The extent to which this impacts the Group's business will depend on
future developments, which are uncertain and cannot be predicted at this time.

 

The Group assessed the changes in the current environment on its liquidity
positions and is comfortable that it can keep a solid financial standing.
Management will continue to monitor the developments and update its strategy
and course of actions as necessary in the circumstances.

 

 

 

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
shown below. The Directors consider these performance metrics provide
additional information regarding the Group's core operations and business
performance.

 

                                                                                                              (In US$)
 Particulars                                                            January 1, 2025 to December 31, 2025  January 1, 2024 to December 31, 2024

 Revenue                                                                538,617,634                           240,330,393
 Gross Profit                                                           189,702,120                           87,383,740
 Gross Profit %                                                         35%                                   36%
 Profit before tax                                                      112,754,937                           14,109,487
 Profit before tax % of revenue                                         21%                                   6%
 Profit for the year                                                    100,785,063                           14,913,177
 Profit for the year % of revenue                                       19%                                   6%

 Net finance costs                                                      7,791,305                             11,289,710
 Depreciation on property and equipment and right-of-use assets         5,798,092                             4,530,248
 Tax expenses/(credit)                                                  12,254,621                            (675,239)
                                                                        ---------------                       -------------
 Adjusted earnings before interest, tax, depreciation and amortisation  126,629,081
 (adjusted EBITDA)

                                                                                                              30,057,896
                                                                        =========                             ========
 Adjusted EBITDA for the year % of revenue                              24%                                   13%

 

 

                                           Note  December 31,     December 31,

                                                  2025             2024

 Assets

 Cash and cash equivalents                 3     165,174          1,234,178
 Advances, deposits and other receivables  4     3,050,868        1,522,430
 Investment in subsidiaries                5     379,464,441      379,464,441
 Due from related parties                  6     34,741,728       8,502,807
 Loan to subsidiaries                      6     273,704,993      219,798,142
 Deferred tax assets                       7     1,053,038        812,889
                                                 ---------------  ---------------
 Total Assets                                    692,180,242      611,334,887
                                                 =========        =========
 Liabilities and equity

 Liabilities
 Accruals and other payables               8     1,494,115        524,306
 Loan from major shareholder               6     295,791,087      221,010,774
 Due to related parties                    6     12,273,742       5,799,258
                                                 ---------------  ----------------
 Total liabilities                               309,558,944      227,334,338
                                                 ---------------  ----------------
 Equity
 Share capital                             9     1,800,216        1,800,216
 Share premium                             10    88,781,078       88,781,078
 Retained earnings                               292,040,004      293,419,255
                                                 ---------------  ---------------
 Total equity                                    382,621,298      384,000,549
                                                 ---------------  ---------------
 Total liabilities and equity                    692,180,242      611,334,887
                                                 =========        =========

 

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 10 March
2026 and signed on its behalf by:

 

 

__________________                    __________________

 

David Weinreb
Ziad El Chaar

Chairman
Chief Executive Officer

 

 

 

 

 

 

                                        Share         Retained earnings  Share premium    Total equity

                                         capital

 At 1 January 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 31 December 2024         1,800,216     293,419,255        88,781,078       384,000,549
                                        =======       =========          ========         =========

 At 1 January 2025                      1,800,216     293,419,255        88,781,078       384,000,549
 Loss for the year                      -             (1,379,251)        -                (1,379,251)
 Other comprehensive income/(loss)      -             -                  -                -
 Total comprehensive loss for the year  -             (1,379,251)        -                (1,379,251)
                                        ------------  ----------------   ---------------  ----------------
 Balance as at 31 December 2025         1,800,216     292,040,004        88,781,078       382,621,298
                                        =======       =========          =========        =========

 

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

 

1.             Corporate information

 

1.1.         Dar Global PLC- ("The Company") was incorporated on 30
September 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 19th
floor, 51 Lime Street, London, EC3M 7DQ, United Kingdom ("UK").

 

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.

 

These financial statements are presented in US Dollars (USD), which is the
functional and presentation currency of the Company. All values are rounded to
the nearest unit in USD except where otherwise indicated.

 

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
subsidiaries)

 

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.         Equity and reserves

 

Equity includes 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.

 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, 2025  As at December 31, 2024
 Cash at bank
 -  Current accounts     165,174                  1,234,178
                         ----------               ------------
                         165,174                  1,234,178
                         ======                   =======

 

 

 

4.             Advances, deposits and other receivables

 

                    As at December 31, 2025  As at December 31, 2024

 Margin deposit     1,516,957                1,418,655
 Prepayments        17,609                   -
 Other receivables  1,218,630                80,163
 VAT receivable     297,672                  23,612
                    -------------            --------------
                    3,050,868                1,522,430
                    ========                 ========

 

5.             Investment in subsidiaries

 

                                                                            As at December 31, 2025  As at December 31, 2024

 Dar Global Property Development SPC, Oman (Formerly Dar Al Arkan Property  647,478                  647,478
 Development SPC)
 Dar Global Spain SL, Spain (Formerly Dar Al Arkan Spain SL)                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              340,350,360
                                                                            ---------------          ---------------
                                                                            379,464,441              379,464,441
                                                                            =========                =========

 

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

 

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 party 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, 2025  As at December 31, 2024

 Loan to subsidiaries
 Dar Global Holdings Limited (ADGM), UAE (refer to (i) below)  239,207,136              219,798,142
 Dar Global Holdings Real Estate, KSA (refer to (ii) below)    34,497,857               -
                                                               ---------------          ---------------
                                                               273,704,993              219,798,142
                                                               =========                =========

 

(i)            On 1 June 2024, the Company has given an unsecured
financing facility of USD 325,000,000, bearing interest at EIBOR plus 5.18%
per annum and repayable by May 2029. During the year, the facility limit was
increased to USD 490,000,000. The amended facility remains unsecured, bears
interest at EIBOR plus 3.70% per annum, and is repayable by May 2029.

 

During the year, the Company has advanced USD 19,408,994 (2024: USD
219,798,142). The amount of undrawn facility as at 31 December 2025 stands at
USD 250,792,864.

 

(ii)           During the year, the Company has given an unsecured
financing facility of USD 150,00,000 bearing interest at EIBOR plus 3.70% per
annum and repayable by December 2029.

 

During the year, the Company has advanced USD 34,497,857. The amount of
undrawn facility as at 31 December 2025 stands at USD 115,502,143.

As at 31 December 2025, management has assessed the subsidiaries' 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, 2025  As at December 31, 2024
 Subsidiaries

 Dar Global Holdings Limited (ADGM), UAE                                       22,395,843               2,955,392
 Dar Global USA L.L.C., USA                                                    2,516,144                657,093
 Dar Global Property Development S.P.C., Oman (Formerly Dar Al Arkan Property  2,055,303                1,369,177
 Development SPC)
 Dar Global Holdings Real Estate, KSA                                          1,756,799                -
 Dar Global Real Estate Development L.L.C. OPC, UAE                            1,504,046                1,173,497
 Dar Global Properties L.L.C., UAE                                             1,462,616                1,055,437
 Dar DG Global Properties L.L.C, UAE                                           933,409                  -
 Dar Global Luxury Property Development L.L.C. SOC, UAE                        582,869                  -
 Dar Global UK Holdings LTD, UK                                                434,493                  251,641
 Dar DG Global Property Development L.L.C., UAE                                429,942                  318,392
 Dar Global For Real Estate Development W.L.L., Qatar (Formerly Dar Al Arkan   367,860                  27,282
 For Real Estate Development W.L.L.)
 Dar Global Spain S.L., Spain (Formerly Dar Al Arkan Spain SL)                 162,054                  161,316
 Dar Behanavis I, S.L., Spain                                                  140,350                  138,651
 Dar Global UK No. 1 Ltd, UK                                                   -                        245,312
 Dar Global UK No. 2 Ltd, UK                                                   -                        149,516
 Dar Global Services Limited, UK                                               -                        101
                                                                               ---------------          ---------------
                                                                               34,741,728               8,502,807
                                                                               =========                =========

 

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

 

c)    Loan from related parties

 

                                                                   As at December 31, 2025  As at December 31, 2024
 Major shareholder
 Dar Al Arkan Global Investment L.L.C., UAE (refer to (iw) below)  284,401,239              219,706,697
 Subsidiary
 Dar Global Holdings Limited (ADGM), UAE (refer to (ii) below)     11,389,848               1,304,077
                                                                   ---------------          ---------------
                                                                   295,791,087              221,010,774
                                                                   =========                =========
 Movement for the year:
 Opening                                                           227,880,998              -
 Add: Drawdown during the year                                     79,455,429                227,880,998
 Less: Repayments during the year                                  (152,359)                -
                                                                   ---------------          ---------------
 Total Borrowings                                                  307,184,068              227,880,998
 Less: Unamortised cost                                            (11,392,981)             (6,870,224)
                                                                   ---------------          ---------------
                                                                   295,791,087              221,010,774
                                                                   =========                =========

 

6.             Related party transactions (continued)

 

c)            Loan from related parties (continued)

 

(i)            On 1 September 2024, the Company obtained an
unsecured financing facility of USD 325,000,000, bearing interest at
EIBOR/SOFR plus 2.95% per annum and repayable by January 2028. During the
year, the facility limit was increased to USD 490,000,000. The amended
facility remains unsecured, bears interest at EIBOR/SOFR plus 2.50% per annum,
and is repayable by January 2029.

 

During the year, the Company has drawn USD 69,369,659 (2024: USD 226,576,921).
During the year, the Company repaid an amount of USD 152,359. The amount of
undrawn facility as at 31 December 2025 stands at USD 194,053,420.

 

(ii)           On 1 June 2024, the Company obtained an unsecured
financing facility of USD 100,000,000 from Dar Global Holdings Limited (ADGM).
The facility is unsecured, bears interest at SONIA plus 3.30% per annum, and
is repayable by June 2029.

 

During the year, the Company has drawn USD 10,085,771 (2024: USD 1,304,077).
The amount of undrawn facility as at 31 December 2025 stands at USD
88,610,152.

 

 

d)            Due to related parties

 

                                             As at December 31, 2025  As at December 31, 2024

 Major shareholder
 Dar Al Arkan Global Investment L.L.C., UAE  12,265,574               3,628,873
 Subsidiaries
 Dar Global Services Limited                 6,444                    -
 Dar Global UK Holdings LTD, UK              1,724                    2,170,385
                                             ------------             ---------------
                                             12,273,742               5,799,258
                                             =======                  =========

 

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

 

e)            Transactions with key management personnel

 

                           As at December 31, 2025  As at December 31, 2024

 Board of directors' fees  959,828                  927,373
                           =======                  ======

 

f)             Other related party transactions

 

                                                                            As at December 31, 2025  As at December 31, 2024

 Income - Management service to subsidiaries
 Dar Global Properties L.L.C., UAE                                          407,179                  606,059
 Dar DG Global Property Development L.L.C., UAE                             111,550                  308,969
 Dar Global Property Development SPC, Oman (Formerly Dar Al Arkan Property  872,312                  1,375,496
 Development SPC)
 Dar Global UK Holdings LTD, UK                                             224,095                  219,262
 Dar Global Spain S.L., Spain (Formerly Dar Al Arkan Spain S.L.)            738                      222,600

6.             Related party transactions (continued)

 

f)             Other related party transactions (continued)

 

                                                                              As at December 31, 2025  As at December 31, 2024
 Income - Management service to subsidiaries (continued)
 Dar Global Real Estate Development L.L.C. OPC, UAE                           330,550                  1,173,497
 Dar Behanavis I, S.L., Spain                                                 1,699                    138,652
 Dar Global Luxury Property Development L.L.C. SOC, UAE                       582,869                  -
 Dar Global UK No. 2 Ltd, UK                                                  -                        61,790
 Dar DG Global Properties L.L.C., UAE                                         933,409                  -
 Dar Global For Real Estate Development W.L.L., Qatar (Formerly Dar Al Arkan  342,761                  27,282
 For Real Estate Development W.L.L.)
 Dar Global Holdings Limited (ADGM), UAE                                      674,732                  251,640

 Expense - Management service from a subsidiary
 Dar Global UK Holdings LTD, UK                                               (409,721)                (391,400)

 Income - Interest on loan to subsidiaries
 Dar Global Holdings Limited (ADGM), UAE                                      18,999,361               2,736,152
 Dar Global Holdings Real Estate, KSA                                         1,756,799                -

 Expense - Interest on loan from subsidiary
 Dar Global Holdings Limited (ADGM), UAE                                      (233,642)                (32,400)

 Expense - Interest on loan from Major shareholder
 Major shareholder                                                            (18,006,893)             (2,578,875)

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

 Loan (granted)/received
 Major shareholder                                                            69,369,659               226,576,921
 Dar Global Holdings Limited (ADGM), UAE                                      10,085,771               1,304,077
 Dar Global Holdings Limited (ADGM), UAE                                      (19,408,994)             (219,798,142)
 Dar Global Holdings Real Estate, KSA                                         (34,497,857)             -

 Repayment of loan received
 Major shareholder                                                            (152,359)

 Unamortised cost related to loan
 Major shareholder                                                            6,689,845                (7,798,634)

 Other transactions
 Payment to suppliers on behalf of Dar Global USA L.L.C., USA                 1,859,051                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 31, 2025  As at December 31, 2024
                                 ----------------         ----------------

 Current tax expense             188,369                  -
 Deferred tax expense/ (credit)  (240,149)                (812,889)
                                 ---------------          ---------------
 Total expense for the year      (51,780)                 (812,889)
                                 =========                =========

 

Deferred tax

 

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

 

                              Deferred          Deferred tax liability

                              tax asset
                              ----------------  ----------------

 Tax losses carried forward   (240,149)         -
 Other temporary differences  -                 -
                              ---------------   ---------------
 Total                        (240,149)         -
                              =========         =========

 

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, 2025  As at December 31, 2024

 Accruals        781,957                  397,780
 Other payables  712,158                  126,526
                 ------------             ---------------
                 1,494,115                524,306
                 =======                  =========

 

9.     Share capital

 

                                            As at December 31, 2025            As at December 31, 2024
 Ordinary shares                            Number             Amount          Number             Amount
 Called up and fully paid-up share capital
 Balance as                                 180,021,612        1,800,216       180,021,612        1,800,216
                                            -----------------  --------------  -----------------  --------------
                                            180,021,612        1,800,216       180,021,612        1,800,216
                                            =========          ========        ==========         ========

 

10.          Share premium

 

                As at December 31, 2025  As at December 31, 2024

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

 

11.          Events after the reporting date

 

Subsequent to the year end, on 28 February 2026, there has been an increase in
tensions in the GCC region as a result of the regional military escalations,
which has triggered a heightened risk environment which may impact the
geopolitical and macroeconomic environment.

 

The Company does not consider this to be an adjusting event and as such any
impacts are not reflected within this standalone financial statements.

 

The Company is closely monitoring these events and its potential impacts on
its business. The extent to which this impacts the Company's business will
depend on future developments, which are uncertain and cannot be predicted at
this time.

 

The Company assessed the changes in the current environment on its liquidity
positions and is comfortable that it can keep a solid financial standing.
Management will continue to monitor the developments and update its strategy
and course of actions as necessary in the circumstances.

 

- Ends -

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