1.         Legal status and business activities

 

1.1       Dar Global PLC (the "Company") is a public limited company, limited by shares, incorporated, domiciled, and registered in England and Wales. The Company operates under a Company Number 14388348 issued by the registrar of the companies for England and Wales. The majority of shares of the Company are held by Dar Al Arkan Global Investment LLC ("Major shareholder") in United Arab Emirates ("UAE") and the Ultimate parent company of the Major shareholder is Dar Al Arkan Real Estate Development Company, Kingdom of Saudi Arabia ("KSA").

 

1.2       The registered address of the Company is located at 6^th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom.

 

1.3       These consolidated financial statements ("financial statements") represent the results of Dar Global PLC and its subsidiaries (the "Group"), set out in note 1.4.

 

 

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

 

Name of subsidiary and domicile	Percentage of effective holding	Percentage of voting rights	License / Registration No.	Principal activities
Dar Al Arkan Properties L.L.C - UAE	100%	100%	Commercial license no. 791860	Development and sale of real estate.
Dar Global UK Holdings LTD - United Kingdom (Formerly Dar Al Arkan Global UK Holdings LTD)	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 (Formerly Dar Al Arkan Holding UK LTD)	100%	100%	Company registration no. 14385758	General business activities
Dar Al Arkan Spain S.L. - Spain	100%	100%	Company registration no. B09896390	Development and sale of real estate.
Dar Benahavis I, S.L. - Spain	100%	100%	Company registration no. B72530843	Development and sale of real estate.
Daranavis S.L. - Spain	100%	100%	Company registration no. B72530850	Development and sale of real estate.

 

1.         Legal status and business activities (continued)

 

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

 

Name of subsidiary and domicile	Percentage of effective holding	Percentage of voting rights	License / Registration No.	Principal activities
Dar Tabano, S.L. - Spain	100%	100%	Company registration no. B72530835	Development and sale of real estate.
M/s. Prime Real Estate D.o.o Sarajevo - Bosnia	100%	100%	Company registration no. 65-01-0672-17	Development and sale of real estate.
M/s. Luxury Real Estate D.o.o. Sarajevo - Bosnia	100%	100%	Company registration no. 65-01-0698-17	Development and sale of real estate.
M/s. Dar Al Arkan Property Development D.o.o Sarajevo  - Bosnia	100%	100%	Company registration no. 65-01-0676-17	Development and sale of real estate.
M/s. Beijing Dar Al Arkan Consulting Co. Ltd.	100%	100%	Company registration no. 91110105MA7 EQ79Y9Q	Economic and trade consulting, Engineering consulting, business management consulting, corporate planning, real estate information consulting, undertaking exhibition activities, advertising design, production, agency and release, development of real estate, technical consulting and technical services, computer and graphic design.
Aqtab Properties L.L.C -UAE (Formerly Dar Al Arkan Global Property Development L.L.C)	100%	100%	Commercial license no. 997901	Purchase 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 DG Global Properties L.L.C - UAE (Formerly Dar Al Arkan International Properties L.L.C)	100%	100%	Commercial license no. 997919	Purchase and sale of real estate
Dar DG Global Property Development L.L.C - UAE (Formerly Dar Al Arkan International Property Development L.L.C)	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.
Dar Global Real Estate Development LLC OPC - UAE *	100%	100%	Commercial license no. 59000	Land and real estate purchase and sale, self-owned property management services, real estate enterprises investment, development, institution and Management.
Dar Al Arkan Property Development SPC - Oman	100%	100%	Commercial license no. 1402786	Real estate development, Construction of buildings (general constructions of residential and non-residential buildings
Dar Global Luxury SPC - Oman	100%	100%	Commercial license no. 1540816	Real estate development

 

 

1          Legal status and business activities (continued)

 

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

 

Name of subsidiary and domicile	Percentage of effective holding	Percentage of voting rights	License / Registration No.	Principal activities
Dar Global Holdings Limited (ADGM) - UAE (Formerly Dar Al Arkan Holdings Limited)	100%	100%	Commercial license no. 000008662	Proprietary investment company, Activities of holding companies, Treasury planning and operations, Treasury cash and liquidity management, Treasury funding and capital markets, Treasury corporate governance, Treasury bank and stakeholder relations, Management services of companies and private institutions
Dar Global Development Maldives Private LTD *	100%	100%	Commercial license no. C00212024	Owning, operating and managing tourist hotels and resorts.
Dar DG Global Investment L.L.C - UAE	100%	100%	Commercial license no. 1215259	Investment in Commercial Enterprises & Management.
Dar Global Services Limited - UK	100%	100%	Commercial license no. 15273295	Business support including marketing  activities.
Dar Al Arkan Global Holdings Real Estate - KSA	100%	100%	Commercial license no.  1010924907	Development of projects and buying and selling of real estate.

 

 

 

 

 

 

1          Legal status and business activities (continued)

 

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

 

Name of subsidiary and domicile	Percentage of effective holding	Percentage of voting rights	License / Registration No.	Principal activities
Dar Global Holdings For Investment - KSA*	100%	100%	Commercial license no.  1009115608	Development of residential and commercial properties, Buying and selling of real estate, Management and leasing of owned or rented residential properties and non residential properties, Real estate brokerage
Dar Global USA LLC - USA	100%	100%	Commercial license no. M23000008667	Investment in Commercial Enterprises & Management.
Dar Global Investment LLC - USA *	100%	100%	File No. 100250498100	Real estate development and investment.
Dar Global Holdings LLC - USA *	100%	100%	File No. 100250318100	Real estate development and investment.
Dar Global Centralized Services DMCC - UAE	100%	100%	Commercial license no. DMCC198720	Project management services.
Dar Global Greece M.A.E - Greece *	100%	100%	Commercial license no. 175922001000	Sale of property.
Dar Al Arkan For Real Estate Development W.L.L, Qatar **	100%	100%	Commercial License No. 165584	Real estate development
Dar Global Morocco LLC - Morocco *	100%	100%	Commercial license no. 12673	Acquisition, development and sale of real estate properties, management and administration of properties

 

 

1          Legal status and business activities (continued)

 

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

 

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

 

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

 

2          Material accounting policies

 

2.1       Statement of compliance

 

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

 

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

 

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

 

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

 

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

 

 

All values are rounded to the nearest unit in USD except where otherwise indicated. Each entity determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

 

The financial statements have been prepared on a historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

 

2.2       Basis of preparation

 

Basis of consolidation

 

The financial statements comprise the financial statements of the Company and the subsidiaries ('the Group'), plus the Group's share of the results and net assets of its joint ventures and associates.

 

Subsidiaries

 

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

 

Joint ventures

 

A joint venture is a contract under which the Group and other parties undertake an activity or invest in an entity, under joint control. The Group uses equity accounting for such entities, carrying its investment at cost plus the movement in the Group's share of net assets after acquisition, less impairment.

 

Transactions eliminated on consolidation

 

Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intragroup transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

Going concern

 

The Group's forecasts and projections based on the current trends in sales and development and after taking account of the funds currently held, available facility including the undrawn facility of USD 53,081,754  at year end (refer to note 18 and 19) show that the Company and the Group will be able to operate within the level of resources and will be able to discharge its liabilities including the mandatory repayment of banking facilities.

 

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

 

Adoption of new and revised standards

 

The Group has adopted all relevant amendments to existing standards and interpretations issued by the International Accounting Standard Board (IASB) that are effective for the respective financial year ends presented, with no material impact on its consolidated results or financial position.

 

The Group did not implement the requirements of any other standards or interpretations that were in issue but were not required to be adopted.

 

The preparation of the financial statements requires estimates and assumptions to be made that may affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from the estimates included in the financial statements herein. The preparation of the financial statements on the basis set out, requires the use of certain critical accounting estimates. It also requires judgement to be exercised in the process of applying the accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are Material to the financial statements, are disclosed in note 2.22.

 

2.3       Fair value measurement

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 

-     In the principal market for the asset or liability, or

-     In the absence of a principal market, in the most advantageous market for the asset or liability.

 

The principal or the most advantageous market must be accessible to the Group.

 

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.

 

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

 

2.4       Foreign currency

 

The transactions in currencies other than the Group's presentation currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences on monetary items are recognized in the consolidated statement of profit or loss in the period in which they arise.

 

In preparing the separate financial information of the individual subsidiaries, the transactions in currencies other than the subsidiaries functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.

 

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

 

Foreign exchange differences

 

Exchange differences on monetary items are recognized in consolidated statement of profit or loss in the period in which they arise except for exchange differences that relate to assets under construction for future productive use. These are included in the cost of those assets when they are regarded as an adjustment to interest costs on foreign currency borrowings.

2          Material accounting policies (continued)

           

2.4       Foreign currency (continued)

 

Foreign exchange gains and losses

 

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Financial assets measured at amortized cost, exchange differences are recognized in the consolidated statement of profit or loss.

 

2.5       Property and equipment

 

Property and equipment is stated at cost less accumulated depreciation and identified impairment loss, if any. The cost comprises of purchase price, together with any incidental expense of acquisition.

 

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance expenses are charged to the statement of profit or loss during the financial period in which they are incurred.

 

Depreciation is spread over its useful lives so as to write off the cost of property and equipment, using the straight-line method over its useful lives as follows:

 

Assets	Life years
Leasehold improvements	3-5
Furniture and fixtures	3-5
Computers and office equipment	3-5

 

No depreciation is charged on land and capital work-in-progress.

 

When part of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

 

The leasehold improvements are being depreciated over the period from when they became available for use up to the end of the lease term.

 

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

 

The gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the combined statement of profit or loss.

 

 

 

2          Material accounting policies (continued)

 

2.6       Leases

 

Leases are accounted for by recognising a right-of-use asset and a lease liability except for:

 

-   Leases of low value assets; and

-   Leases with a duration of 12 months or less.

 

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

 

·    amounts expected to be payable under any residual value guarantee;

·    the exercise price of any purchase option granted in favor of the group if it is reasonably certain to assess that option;

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

 

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

 

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

·    initial direct costs incurred; and

·    the amount of any provision recognized where the group is contractually required to dismantle, remove or restore the leased asset.

 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

 

2.7       Development properties

 

Properties constructed or in the course of construction for sale in the ordinary course of business are classified as development properties and are stated at the lower of cost or net realizable value. Cost includes cost of acquisition of land, cost of construction including planning and design cost, commission, borrowing costs, employee costs, cost of acquiring development rights and other direct costs attributable to the development.

 

Certain portion of land plots, on which the Group's projects are located, is acquired with minimal upfront cash contributions and certain variable consideration based on the percentage of profit. The entire projects are controlled and managed by the Group, which includes development, marketing, collections etc. On initial recognition these properties are recognized at the fair value of the consideration payable computed based on a deferred payment plan as defined in the sale and purchase agreement ("SPA").

 

2          Material accounting policies (continued)

 

2.7       Development properties (continued)

 

            Net realizable value is the estimated selling price in the ordinary course of business, based on market prices at the reporting date and discounted for the time value of money, if material, less costs to completion and the estimated costs of sale.

 

            The management reviews the carrying values of the development properties on each reporting date.

 

2.8       Advances from customers

 

Advances received from customers include instalments received from customers for properties sold either before the revenue recognition criteria have been met or in excess of the project's stage of completion. These funds are later recognized in the profit or loss statement once the revenue recognition criteria are satisfied. Additionally, advances from customers may be derecognized from the books when either the customer or the Group terminates the contract.

 

2.9       Asset acquisition

 

If the Group acquires an asset or a group of assets (including any liabilities assumed) that does not constitute a business, then the transaction is outside the scope of IFRS 3 because it cannot meet the definition of a business combination. Such transactions are accounted for as asset acquisitions in which the cost of acquisition is generally allocated between the individual identifiable assets and liabilities in the Group based on their relative fair values at the date of acquisition. They do not give rise to goodwill or a gain on a bargain purchase.

 

The measurement and allocation of cost in an asset acquisition are completed at the date of recognition of the assets acquired and liabilities assumed, if there are any.

 

2.10     Impairment of non-financial assets

 

Non-financial assets of the Group mainly include development properties, advances to suppliers and contractors, right-of-use assets and property and equipment. At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

 

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of profit or loss.

2          Material accounting policies (continued)

 

2.10     Impairment of non-financial assets (continued)

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the consolidated statement of profit or loss.

 

2.11     Financial instruments

 

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

 

2.12     Financial assets

 

Classification

 

The Group classifies its financial assets at amortized cost.

 

Measurement

 

At initial recognition, the Group measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

 

Financial assets comprise cash and cash equivalents, trade and unbilled receivables, advances, deposits and other receivables, due from related parties and escrow retentions.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Trade and other receivables (including due from related parties)

 

Receivable balances that are held to collect are subsequently measured at the lower of amortized cost or the present value of estimated future cash flows. The present value of estimated future cash flows is determined through the use of value adjustments for uncollectible amounts. The Group assesses on a forward-looking basis the expected credit losses associated with its receivables and adjusts the value to the expected collectible amounts.

 

Receivables are written off when they are deemed uncollectible because of bankruptcy or other forms of receivership of the debtors. The assessment of expected credit losses on receivables takes into account credit-risk concentration, collective debt risk based on average historical losses, specific circumstances such as serious adverse economic conditions in a specific country or region and other forward-looking information.

 

For accounts receivable, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

 

2          Material accounting policies (continued)

         

            2.12     Financial assets (continued)

 

Derecognition of financial assets

 

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another Group. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for the amounts, it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset.

 

2.13     Financial liabilities

 

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability. All financial liabilities are recognized initially at fair value and, in the case of loans, borrowings and payables, net of directly attributable transaction costs.

 

The Group's financial liabilities include trade and other payables, loans and borrowings, development property liabilities, advance from customers and due to related party.

 

Trade and other payables

 

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).  If not, they are presented as non-current liabilities. Accounts and other payables are recognized initially at fair value and subsequently are measured at amortized cost using effective interest method.

 

Loans and borrowings

 

Term loans are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the consolidated income statement when the liabilities are derecognised as well as through the amortisation process.

 

Development property liabilities

 

Development property liabilities represents the amount payable for the acquisition of development properties on a deferred payment plan basis including variable consideration. Initially, these amounts are stated at the fair value of the consideration payable. Subsequently, at each reporting date the development property liabilities are measured at amortised cost.

 

 

 

2          Material accounting policies (continued)

 

2.13     Financial liabilities (continued)

 

Derecognition of financial liabilities

 

The Group derecognizes financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. When an existing financial liability is replaced by another, from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statement of profit or loss.

 

2.14     Offsetting financial instruments

 

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

 

2.16     Revenue recognition

 

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

 

The Group recognizes revenue from contracts with customers based on a five step model as set out in IFRS 15 Revenue from contracts with customers.

 

Step 1.   Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met. This is evidenced by issuance of signed Sale and Purchase Agreement ("SPA") to the customer and for revenue recognition over time, meeting specified threshold of project completion and collection from the customers.

 

 

Step 2.   Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. The performance obligation for the Group is to deliver the constructed property to the customers along with the ancillary rights such as the right to use amenities and other related infrastructure facilities available. Accordingly, one performance obligation has been identified for each unit to be sold. The group assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements.

 

Step 3.   Determine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for delivering the property to its customers. The agreed transaction price is part of the signed SPA issued to each customer. Revenue excludes taxes and duty, and includes an adjustment for a significant financing component ("SFC") where the payment plan for the projects extends beyond twelve months from the reporting period. No adjustment has been made for variable consideration as the group does not have any contracts with variable consideration.

 

 

 

 

2          Material accounting policies (continued)

 

2.15     Revenue recognition (continued)

 

 

 

 

 

Step 4.   Allocate the transaction price to the performance obligations in the contract: The Group allocates the transaction price to each unit sold, consistent with the performance obligation identified in Step 2.

 

Step 5.   Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The Group satisfies a performance obligation and recognizes revenue over time, if one of the following criteria is met:

 

1.           The customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs; or

2.           The Group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

3.           The Group's performance does not create an asset with an alternative use to the Group and the entity has an enforceable right to payment for performance completed to date.

 

The Group determines the satisfaction of performance obligation separately for each of its contracts and recognize revenue accordingly.

 

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied.

 

Under the terms of the contracts in the UAE, Oman and Qatar, the Group is contractually restricted from redirecting the properties to another customer and has an enforceable right to payment for work done. Therefore, revenue from construction of residential properties in the UAE, Oman and Qatar is recognised over time on an input/cost-to-cost method, i.e. based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. The Group considers that this input method is an appropriate measure of the

progress towards complete satisfaction of the performance obligation under IFRS 15. In respect of the Group's contracts for development of residential properties in the United Kingdom, the Group has assessed that the criteria for recording revenue over time is not met and transfer of control happens only at the time of handover of completed units to the customers and accordingly the revenue is recognised at the point in time at which the performance obligation is

satisfied.

 

When the Group satisfies a performance obligation by delivering the promised goods or services it creates a contract asset based on the amount of consideration earned by the performance. Where the amount of consideration received from a customer exceeds the amount of revenue recognized this gives rise to a contract liability.

 

Project management service

 

The Group provides advisory and assisting services relating to management of construction of properties under long term contracts with customers. The revenue is measured based on the consideration from customers to which the Group expects to be entitled in a contract with a customer in an amount that corresponds directly with the value to the customer of the Group's performance completed to date.

 

 

2          Material accounting policies (continued)

 

2.16     Cost of revenue

 

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

 

2.17     Borrowing costs

 

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

 

2.18     Escrow Accounts

 

Escrow accounts represent bank accounts where money is held in with the bank, acting as an escrow agent, and available for use only if all the pre-determined conditions are fulfilled. The funds paid by customers for their residential units in off-plan sales are required to be deposited into escrow accounts held by banks accredited by the local governing bodies.

 

For Escrow retention, in line with Dubai and KSA laws an escrow agent must retain prescribed per cent of the total value of each escrow account once the developer obtains the building completion certificate to ensure coverage of defects in the property post-handover. The retained amount will be released to the developer one year from the registration of the residential units in the name of purchasers of such units.

 

2.19     Equity and reserves

 

Share capital represents the nominal value of shares that have been issued. Share premium represents the excess consideration received over the nominal value of share capital upon the sale of shares, less any incidental costs of issue.

 

The retained earnings represent distributable reserves.

 

The foreign currency translation reserve is used to record exchange difference arising from translation of the financial statements of foreign subsidiaries, associates and joint ventures.

 

2.20     Taxation

 

The tax charge represents the sum of the tax currently payable and deferred tax.

 

Current tax

 

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

 

 

2          Material accounting policies (continued)

 

2.20     Taxation (continued)

 

Deferred tax

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

 

-   temporary differences on the initial recognition of assets or liabilities in a transaction that:

a) is not a business combination; and

b) at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences;

-   temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

-   taxable temporary differences arising on the initial recognition of goodwill.

 

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

 

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax assets and liabilities are offset only if certain criteria are met.

 

2.21     Statutory Reserve

 

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

 

2.22     Significant accounting judgements, estimates and Assumptions

 

In the application of the Group's accounting policies, which are described in policy notes, the management are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

 

2          Material accounting policies (continued)

 

2.22     Significant accounting judgements, estimates and Assumptions (continued)

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The significant judgments and estimates made by management, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below.

 

Critical judgements in applying accounting policies

 

In the process of applying the Group's accounting policies, which are described above, and due to the nature of operations, management makes the following judgments that has the most significant effect on the amounts recognized in the consolidated financial statements.

 

Identifying a contract

 

The group assesses for each development and for each customer the point in time at which a contract exists. This requires assessing the point in each development where there is certainty that it will continue to completion subject to certain thresholds i.e. development stages ranging from 20% to 30%, depending on the geography and associated project risks. Additionally, the Group assesses the point in time at which consideration from the customer is probable, typically being receipt of 20% of the consideration together with the legal requirements of the sale and purchase agreement and the continuing trend of collections indicating the likelihood receipt of future instalment payments due.

 

Recognition of revenue over time or at point in time

 

The Group is required to assess each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method of recognizing revenue.

 

The Group has assessed that based on the sale and purchase agreements entered into with customers for sale of property under development in the UAE, Oman and Qatar, as well as the relevant laws and regulations, that it does not create an asset with an alternative use to the Group and has an enforceable right to payment for performance completed to date. In these circumstances the Group recognizes revenue over time.

 

However, for contracts relating to sale of property under development in the United Kingdom where the above is not applicable, the Group recognizes revenue at a point in time. In recognizing revenue at a point in time, the Group considers the point in time at which the customer obtains control of the asset.

           

Measurement of progress when revenue is recognized over time

 

The Group has elected to apply the input method to measure the progress of performance obligations where revenue is recognized over time. The Group considers that the use of the input method which requires revenue recognition on the basis of the Group's efforts to the satisfaction of the performance obligation provides the best reference of revenue actually earned. In applying the input method, the Group estimates the cost to complete the projects in order to determine the amount of revenue to be recognized.

2          Material accounting policies (continued)

 

2.23     Significant accounting judgements, estimates and Assumptions (continued)

 

Critical judgements in applying accounting policies (continued)

 

Key sources of estimation uncertainty

 

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

 

Significant financing component

 

In jurisdictions where the Group recognizes revenue over time, unbilled revenue for customers with expected collections beyond one year is discounted at the prevailing market interest rate. The transaction price for these contracts is adjusted using the rate that would have been applied if a separate financing agreement had been made between the Group and the customer at the contract's inception, usually matching the market rate at that time. The Group has used discount rates ranging from 7% to 8.5%.

 

In jurisdictions where the Group acquires development properties on a deferred payment plan with expected payments beyond one year are discounted at the Group's incremental borrowing rate. The transaction price for these acquisitions is adjusted using the borrowing rate, typically the rate that would have been applied if a separate financing agreement had been made between the Group and the seller at the contract's inception. The Group has used discount rates ranging from 6% to 8.5%.

 

Cost to complete the projects

 

The Group estimates the cost to complete the projects in order to determine the cost attributable to revenue being recognized. These estimates include the cost of providing infrastructure, potential claims by contractors as evaluated by the project consultant and the cost of meeting other contractual obligations to the customers.

 

The Group has conducted sensitivity analysis on the total budgeted cost for its ongoing projects eligible for revenue recognition. Based on sensitivity analysis, a 5% increase in total budgeted cost will lead to 10% decrease in gross revenue, whilst a decrease in total budgeted cost by 5% will lead to 12% increase in gross revenue.

 

The Group has entered into arrangements to acquire land where there is a development profit share element to the acquisition price as contingent consideration. The Group estimates the contingent consideration payable to the seller. In order to determine the contingent consideration, the Group estimates the total sales price, the total cost of development properties including potential claims by contractors and the estimated cost of meeting other contractual obligations.

 

The overall profitability of the projects can be affected due to change in total budgeted cost. These fluctuations in profit will, in turn, have an impact on the contingent consideration payable. Since the contingent consideration is tied to the profitability of the projects, any significant changes in the budgeted costs will directly influence the amount of contingent consideration owed.

 

 

3          New standards and amendments

 

3.1       New standards and amendments applicable for 2024

 

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

 

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

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

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

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

 

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

 

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

 

Description	Effective for annual periods beginning on or after
Lack of Exchangeability - Amendments to IAS 21   Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7   Annual Improvement to IFRS Accounting Standards - Volume 11	January 1, 2025   January 1, 2026     January 1, 2026
IFRS 18 Presentation and Disclosure in Financial Statements*	January 1, 2027
Sale or Contribution of Assets between an investor and its Associate or Joint Venture - IFRS 10 and IAS 28	Effective date deferred indefinitely

 

* The IASB issued IFRS 18 Presentation and Disclosure in Financial Statements in April 2024. IFRS 18 aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from 1 January 2027. IFRS 18 replaces IAS 1 Presentation of Financial Statements and will affect the presentation and disclosure of financial performance in the Group's consolidated financial statements when adopted.

 

The adoption of these new standards will have no material impact on the financial statements in the period of initial application, except for IFRS 18 where management are assessing the impact.

 

 

 

 

4          Segment Information

 

Management monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. The only segment is real estate development, accordingly, the component parts of the revenue, profits or assets as disclosed in the notes to the consolidated financial statement pertain to this segment.

 

Business segment

 

The only business segment is Real estate development which represents 100% of the revenue and total assets.

 

Geographic segments

 

The following tables include revenue and other segment information for the years ended 31 December 2024 and 31 December 2023. Certain assets information for geographic segments is presented as at 31 December 2024 and 31 December 2023.

 

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

 

	Domestic	International
	USD	USD
For the year ended December 31, 2024:
Revenue	5,133,207	235,197,186
Profit/(loss) for the year	(3,732,794)	18,645,971
For the year ended December 31, 2023:
Revenue	-	360,575,755
Profit for the year	1,587,396	81,638,775
As at December 31, 2024
Total assets	29,179,639	1,412,240,315
Total liabilities	235,150,383	727,816,082
As at December 31, 2023
Total assets	35,170,037	732,176,025
Total liabilities	2,386,588	299,547,923

 

 

 

 

4          Segment Information (continued)

 

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

 

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

 

5          Cash and cash equivalents

 

	As at December	As at December
	31, 2024	31, 2023
	----------------	----------------
Cash in hand	81,076	24,785
Cash at bank
-     Current accounts	32,606,307	12,815,812
-     Escrow retention accounts (refer to (a) below)	10,774,653	9,987,477
-     Escrow accounts (refer to (b) below)	260,680,858	148,308,559
-     Demand deposit (refer to (c) below)	120,257,164	67,342,878
	----------------	----------------
	424,400,058	238,479,511
Less: Escrow retention accounts (refer to note 9)	(10,774,653)	(9,987,477)
	----------------	---------------
	413,625,405	228,492,034
	=========	=========

 

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

 

 

 

 

5          Cash and cash equivalents (continued)

 

 

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

 

c)   The above includes a deposit of USD 93,006,048 held with one of its related parties (refer to note 19), a financial services company in KSA, for a period of one to three years at an interest rate of 7.80% per annum. This deposit is repayable on demand without any penalty on early maturity.

 

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

 

6          Trade and unbilled receivables

 

	As At December	As At December
	31, 2024	31, 2023
	----------------	----------------
Unbilled receivables (refer to (a) below)	244,363,889	207,553,472
Trade receivables (refer to (b) below)	32,974,917	14,313,992
	----------------	----------------
	277,338,806	221,867,464
Less: Provision for impairment on trade receivables	-	-
	----------------	----------------
Net receivables	277,338,806	221,867,464
	=========	=========
Not more than 12 months	174,545,102	139,199,058
More than 12 months	102,793,704	82,668,406
	----------------	---------------
	277,338,806	221,867,464
	=========	=========

 

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

 

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

 

 

 

 

 

6          Trade and unbilled receivables (continued)

 

	As At December	As At December
	31, 2024	31, 2023
	----------------	---------------
Current (Not past due)	244,363,889	207,553,472
Not more than 90 days	21,034,872	7,749,411
Between 91 to 180 days	4,450,299	907,483
Between 181 to 360 days	2,695,093	4,229,881
More than 360 days	4,794,653	1,427,217
	---------------	---------------
Total	277,338,806	221,867,464
	=========	=========

 

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

 

7          Advances, deposits and other receivables

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Prepayments (refer to (a) below)	57,360,824	33,100,762
Advances to suppliers and contractors (refer to (b) below)	47,211,940	23,324,510
Margin deposit (refer to (c) below)	3,546,942	1,353,302
Other deposits (refer to (d) below)	6,296,603	1,007,198
Other receivables	2,710,003	687,037
VAT refundable	2,648,275	1,397,979
	--------------	--------------
	119,774,587	60,870,788
	========	========
Not more than 12 months	116,227,645	59,517,486
More than 12 months	3,546,942	1,353,302
	--------------	--------------
	119,774,587	60,870,788
	========	========

 

a)            The above mainly includes incremental cost of obtaining a contract such as sales commission paid to brokers and employees for the sale of properties amounting to USD 50,590,518 (2023: USD 27,685,694) and will be amortized consistent with the pattern of revenue in the future.

 

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

 

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

 

7          Advances, deposits and other receivables (continued)

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

 

8          Development properties

 

	As at December	As at December
	31,2023	31,2023
	---------------	---------------
Balance at the beginning of the year	216,931,211	302,274,899
Additions during the year	454,350,102	130,052,699
Recognised as part of asset acquisition (refer to note 30)	67,240,828	-
Reclass from/(to) property and equipment (refer to note 12)	839,932	(1,265,004)
Cost of revenue (refer to note 23)	(152,946,653)	(214,131,383)
	---------------	---------------
Balance at the end of the year	586,415,420	216,931,211
	=========	=========

 

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

 

·    Freehold and leasehold rights for land;

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

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

 

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

 

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

 

Development properties in the UAE, Qatar, Oman and KSA include land acquired with minimal upfront cash contributions and variable consideration. On initial recognition these properties have been recognized at the fair value of the consideration payable computed based on a deferred payment plan as defined in the sale and purchase agreement ("SPA") (note 17). Under this arrangement, the variable contribution from the development profits is as follows: 50% for lands in the UAE, 30% for land in Qatar, and 20% for land in Oman.

 

Development properties with mortgage value of USD 113,785,025 (December 2023: USD 95,302,927) is registered as primary mortgage in the favour of commercial banks against the borrowings (note 18).

 

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

 

9          Escrow retentions

 

	As at December	As at December
	31, 2024	31,2023
	---------------	---------------
More than 12 months (note 5)	10,774,653	9,987,477
	========	========

 

10        Investment in joint venture

 

	As at December		As at December
	31, 2024		31,2023
		---------------	---------------
Percentage of ownership interest		-	75.30%
149 OPL Ltd		-	5,370,876
		========	========

 

The table below represents the movement during the year:

	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
Balance at the beginning of the year	5,370,876	4,681,667
Interest income	431,267	520,842
Net profit/ (loss)	704,640	(93,162)
Gain on disposal	20,038	-
Disposal*	(6,457,206)	-
Translation adjustments	(69,615)	261,529
	--------------	--------------
Balance at the end of the year	-	5,370,876
	========	========

 

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

 

11        Loan to joint venture

	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
149 OPL Ltd	-	2,150,987
	========	========

 

The amount was repaid during the year.

12        Property and equipment

 

		Land	Leasehold improvements	Furniture and fixtures	Computers and office equipment	Capital work-in-progress	Total
Cost
As at January 1, 2023 (unaudited)		-	-	43,153	237,835	576,016	857,004
Additions		-	227,250	941,356	1,729,079	1,499,982	4,397,667
Transfer from Capital work-in-progress		-	1,412,172	429,343	-	(1,841,515)	-
Reclass from development properties		-	-	-	590,872	674,132	1,265,004
Disposal		-	-	-	(10,223)	-	(10,223)
Translation adjustments		-	6,524	19,068	300	-	25,892
		----	----------	------------	------------	------------	------------
As at December 31, 2023		-	1,645,946	1,432,920	2,547,863	908,615	6,535,344
		----	----------	------------	------------	-----------	------------
As at January 1, 2024		-	1,645,946	1,432,920	2,547,863	908,615	6,535,344
Additions		16,294,400	95,347	47,701	1,711,642	-	18,149,090
Recognised as part of asset acquisition (refer to note 30)		-	1,364,725	5,240	87,489	-	1,457,454
Transfer from Capital work-in-progress		-	-	-	68,683	(68,683)	-
Reclass to development properties		-	-	-	-	(839,932)	(839,932)
Disposal		-	-	(192,166)	(279,125)	-	(471,291)
Translation adjustments		(303,821)	(6,676)	(23,676)	(8,262)	-	(342,435)
		-------------	------------	------------	------------	------------	------------
As at December 31, 2024		15,990,579	3,099,342	1,270,019	4,128,290	-	24,488,230
		-------------	------------	------------	------------	-----------	------------
	Accumulated depreciation
As at January 1, 2023 (unaudited)		-	-	5,425	9,448	-	14,873
Charge for the year		-	192,693	268,456	523,309	-	984,458
Disposal		-	-	-	(173)	-	(173)
Translation adjustments		-	-	-	137	-	137
		----	----------	----------	----------	------------	------------
As at December 31, 2023		-	192,693	273,881	532,721	-	999,295
		----	----------	----------	----------	------------	------------
As at January 1, 2024		-	192,693	273,881	532,721	-	999,295
Charge for the year		-	715,587	358,293	948,308	-	2,022,188
Disposal		-	-	(190,004)	(220,905)		(410,909)
Translation adjustments		-	(4,880)	(7,145)	(7,982)	-	(20,007)
		----	----------	----------	------------	------------	------------
As at December 31, 2024		-	903,400	435,025	1,252,142	-	2,590,567
		----	----------	----------	------------	------------	------------
Carrying value as
As at December 31, 2024		15,990,579	2,195,942	834,994	2,876,148	-	21,897,663
		========	======	======	======	=======	=======
As at December 31, 2023		-	1,453,253	1,159,039	2,015,142	908,615	5,536,049
		========	======	======	======	=======	=======

 

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

 

13        Right-of-use assets and Lease liabilities

 

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

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

 

Right-of-use assets	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
Balance at the beginning of the year	5,538,638	2,643,470
Additions during the year	-	5,095,167
Recognised as part of asset acquisition (refer to note 30)	1,175,633	-
Depreciation charge for the year	(2,508,060)	(2,200,115)
Translation adjustments	(73,034)	116
	--------------	--------------
Balance at the end of the year	4,133,177	5,538,638
	========	========

 

Lease liabilities	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
Balance at the beginning of the year	5,944,562	2,743,815
Additions during the year	-	5,095,167
Recognised as part of asset acquisition (refer to note 30)	1,217,570	-
Interest expense for the year	314,936	376,587
Payments for the year	(3,246,799)	(2,274,801)
Translation adjustments	(115,407)	3,794
	------------	------------
Balance at the end of the year	4,114,862	5,944,562
	=======	=======
Not more than 12 months	2,797,673	2,597,561
More than 12 months	1,317,189	3,347,001
	------------	------------
	4,114,862	5,944,562
	=======	=======

 

14        Trade and other payables

           

	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
Trade payables	8,902,807	3,050,477
Accruals  (refer to (i) below)	76,112,307	22,533,630
Other payables	-	129,783
	--------------	--------------
	85,015,114	25,713,890
	========	========

14        Trade and other payables (continued)

 

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

 

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

 

15        Advances from customers

 

	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
Balance at the beginning of the year	57,523,290	94,456,096
Additions during the year	266,877,110	102,043,688
Revenue recognized during the year	(180,098,407)	(137,692,637)
Recognised as part of asset acquisition (refer to note 30)	37,642,242	-
Income from termination of units (refer to note 24)	(1,916,688)	(1,283,857)
	---------------	--------------
Balance at the end of the year	180,027,547	57,523,290
	=========	========

 

            The above represent contractual liabilities arising from the property sales agreement with the customers including advance consideration received from them.

 

The aggregate amount of the sale price allocated to the performance obligations of the Group that are fully or partially unsatisfied as at 31 December 2024 is USD 219,557,394 (31 December 2023: USD 165,477,358). The Group expects to recognise these unsatisfied performance obligations as revenue over a period of 1 to 5 years.

 

16        Retention payable

 

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Retention payable for construction works - not more than 12 months	4,811,952	2,956,238
Retention payable for construction works - more than 12 months	4,818,095	3,892,831
	------------	------------
	9,630,047	6,849,069
	=======	=======

 

 

 

 

 

17        Development property liabilities

 

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Development property liabilities for Land - not more than 12 months	135,545,451	-
Development property liabilities for Land - more than 12 months	119,201,975	78,631,324
	--------------	--------------
	254,747,426	78,631,324
	========	========

 

The above represents amount payable for the land acquired. These liabilities are secured against development properties (note 8). The properties have been purchased on a deferred payment plan with the final instalment due on the completion of the projects. The above liabilities have been discounted at a rate of 6% to 8.5%.

 

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

 

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

 

18        Bank borrowings

 

	As at December		As at December
	31,2024		31,2023
		----------------	----------------
Balance at the beginning of the year		128,019,785	69,668,662
Add: Drawdown during the year		147,882,072	77,234,071
Less: Repayments during the year		(67,092,067)	(18,882,948)
		----------------	---------------
Total borrowings		208,809,790	128,019,785
Less:- Unamortised cost		(3,316,765)	(2,655,982)
		---------------	---------------
		205,493,025	125,363,803
		========	=========

18        Bank borrowings (continued)

 

Bank borrowings maturity profile:	As at December	As at December
	31, 2024	31,2023
	----------------	----------------
Not more than 12 months	16,337,646	17,699,115
More than 12 months	189,155,379	107,664,688
	--------------	---------------
	205,493,025	125,363,803
	========	=========

 

The Group has following secured interest-bearing borrowings:

 

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

 

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

 

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

 

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

 

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

 

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

 

19        Related party transactions

 

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

 

 

 

 

 

 

19        Related party transactions (continued)

 

a)         Due from related parties

 

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Subsidiary
Dar Al Arkan For Real Estate Development W.L.L, Qatar (refer to (i) below)	-	7,201,786
Entity under common control
Compass Project For Contracting LLC, UAE	1,600,000	-
Quara Holding, UAE	15	1,392,125
Dar (Beijing) International Holdings Co. Ltd., China	-	25,886
	-------------	------------
	1,600,015	8,619,797
	========	=======

 

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

 

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

 

b)         Loan from a related party

 

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

 

On 1 September 2024, the Group secured a financing facility of USD 325,000,000 from its Major shareholder. This facility is unsecured and carries interest at EIBOR/SOFR plus 2.95% per annum and is repayable by January 2028.

 

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

 

19        Related party transactions (continued)

 

c)         Due to related parties

 

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

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

 

d)         Transactions with key management personnel

	As at December	As at December 31
	31,2024	31,2023
	----------------	----------------
Short term benefits	2,590,752	2,052,682
Employees' end-of-service benefits	288,204	180,014
Board of directors' fees	927,373	637,685
	------------	------------
	3,806,329	2,870,381
	=======	=======

 

 

e)         Other related party transactions

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Issuance of shares for acquisition of subsidiary
Major shareholder	-	283,328,780
Issuance and redemption of preference shares
Major shareholder	-	61,900
Loan (granted)/received
Major shareholder	226,576,921	-
Entity under common control of Ultimate parent company of Major shareholder	-	(2,796,105)
Loan repayment/(provided)
Joint venture	2,150,987	(48,742)
Deposits *
Entity under common control	25,663,170	67,342,878
Capitalization of borrowing cost
Major shareholder	2,578,875	-

19        Related party transactions (continued)

 

e)         Other related party transactions (continued)

 

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Unamortised cost related to loan
Major shareholder	(7,798,634)	-
Prepayments
Entity under common control of Ultimate parent company of Major shareholder	-	73,997
Acquisition of assets
Ultimate parent company of the major shareholder	201,923	-
Share of profit/ (loss)
Joint venture	704,640	(93,162)
Gain on disposal
Joint venture	20,038	-
Interest income
Entity under common control of Ultimate parent company of Major shareholder	-	513,120
Joint venture	431,267	520,842
Revenue
Entity under common control of Ultimate parent company of Major shareholder	1,600,000	-
Other income
Entity under common control of Ultimate parent company of Major shareholder	1,450,321	1,325,833
Major shareholder	1,000,000	-
Professional fees
Ultimate parent company of Major shareholder	-	(470,959)

 

During the year 2023, the Group entered into revolving credit agreement of USD 200 million with the Ultimate parent company of the Major shareholder to finance the general corporate purposes of the Group. The amount is fully undrawn as at 31 December 2024 and the terms and conditions of any drawdown will be agreed when they occur.

 

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

 

20        Income taxes

 

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

 

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

 

The Group recognizes deferred tax assets only to the extent that it is probable that future taxable profit will be available against which the carried forward tax losses and the deductible temporary differences can be utilised. Some tax losses remain unrecognized due to uncertainty in recoverability.

 

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the asset is realised or the liability is settled, based on tax rates and tax laws enacted or substantively enacted at the balance sheet date.

 

The total tax expense for the year are as follows:

 

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Current tax expense	2,861,638	44,314
Deferred tax expense/ (credit)	(3,665,328)	(2,025,055)
	------------	--------------
Total expense for the year	803,690	(1,980,741)
	=======	========

 

Deferred tax

 

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

 

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

 

 

 

 

 

20        Income taxes (continued)

 

	As at December 31, 2024	As at December 31, 2023
	----------------	----------------
Profit before tax	14,109,487	81,245,430
Tax at UK statutory rate (25%)	3,527,372	20,311,358
Effect of different tax rates in overseas jurisdictions	(3,774,270)	(22,433,407)
Recognition of previously unrecognised tax losses	(1,721,315)	(3,057,836)
Withholding taxes	942,007	44,314
Non-deductible expenses	135,065	2,008,750
Current year losses for which no deferred tax asset is recognised*	142,190	109,664
Tax Impact on transfer of group losses to joint venture	90,601	-
Other reconciling items	(145,340)	1,036,416
	-------------	-------------
Total tax expense	(803,690)	(1,980,741)
	=======	========
Effective tax rate (ETR)	-5.70%	-2.44%

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

 

UAE Federal Decree-Law No (47) of 2022 on the Taxation of Corporations and Businesses

 

On 9 December 2022, the UAE Ministry of Finance released the Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses ('the CT Law') to enact a Federal corporate tax ('CT') regime in the UAE. The CT Law is effective for financial years beginning on or after 1 June 2023. Decision No. 116 of 2022 specifies the threshold of income (as AED 375,000) over which a corporate tax of 9% would apply. For the Group, current taxes is accounted for as appropriate in the financial statements for the period beginning 1 January 2024. In accordance with IAS 12 Income Taxes, the related deferred tax accounting impact for the UAE component has been considered for the consolidated financial statement for the year ended 31 December 2024.

 

The Group has assessed the deferred tax implications for the year ended 31 December 2024 and, after considering its interpretations of applicable tax law, official pronouncements, cabinet decisions and ministerial decisions (especially with regard to transition rules), it has been concluded that deferred tax implications are not expected to be material.

 

The Group shall continue to monitor critical Cabinet Decisions to determine the impact on the Group, from deferred tax perspective.

 

Global Minimum Top-up Tax

 

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

 

 

 

 

 

21        Share capital

 

			As at December 31, 2024		As at December 31, 2023
Ordinary shares			Number	Amount	Number	Amount
Called up and fully paid-up share capital
Opening			180,021,612	1,800,216	2,239,510,913	22,395,109
Issuance of shares for acquisition of subsidiary			-	-	366,666,594	3,666,666
Issuance of ordinary shares			-	-	21,621,612	216,216
Capital reduction			-	-	(2,447,777,507)	(24,477,775)
			---------------	--------------	-----------------	--------------
			180,021,612	1,800,216	180,021,612	1,800,216
			=========	========	==========	========

 

22        Share premium

 

	As at December	As at December
	31,2024	31,2023
	----------------	----------------
Share premium	88,781,078	88,781,078
	--------------	--------------
	88,781,078	88,781,078
	========	========

 

23        Revenue

 

	December 31,		December 31,
	2024		2023
	----------------		----------------
Revenue is recognised over time as provided below:
Sale of residential units	233,597,186		360,575,755
Project management service	1,600,000		-
Revenue is recognised point in time as provided below:
Sale of residential units	5,133,207		-
	--------------		--------------
	240,330,393		360,575,755
	=========		=========

 

Cost of revenue

 

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

 

Revenue from sale of residential units is net of discount against transaction prices for certain units sold with a significant financing component amounting to USD 4,652,862 (2023: USD 19,367,185).

 

23        Revenue (continued)

 

Change in estimate

 

During the current year, management has refined the cost to complete of certain projects resulting in an increase in the total budget developments costs as a result of specification enhancements. The Group uses the input cost method to measure recognition of revenue over time, the effect of this change in estimate of costs to complete results in lower gross revenue being recognised in the current year amounting to USD 12.5 million.

 

24        Other income

	December 31,	December 31,
	2024	2023
	------------------	-----------------
Intercompany back-charge (note (a) below)	2,450,321	1,325,833
Income from termination of units (note (b) below)	1,916,688	1,283,857
Foreign exchange gain	-	497,508
Others	6,747	39,808
	-----------------	-----------------
	4,373,756	3,147,006
	==========	==========

 

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

 

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

 

25        Selling and marketing expenses

 

	December 31,	December 31,
	2024	2023
	----------------------	----------------------
Sales commission	17,302,442	33,009,570
Marketing expenses	10,043,532	5,754,962
	--------------	--------------
	27,345,974	38,764,532
	========	========

 

 

 

 

26        General and administrative expenses

 

	December 31,	December 31,
	2024	2023
	--------------------	-------------------
Salaries and related benefits	22,665,169	19,040,312
Legal and professional expenses	3,637,197	3,166,009
Depreciation on right-of-use assets (refer to note 13)	2,508,060	2,200,115
Depreciation on property and equipment (refer to note 12)	2,022,188	984,458
IT related expenses	1,594,043	1,058,667
Utilities	758,051	476,155
Board of Directors fees	927,373	637,865
Travelling expenses	665,190	705,319
Bank charges	584,975	722,808
Rent	61,827	352,252
Listing related (reversal)/ expenses (refer to (a) below)	-	(1,680,520)
Value added tax expense	128,451	43,007
Foreign exchange loss	2,045,484	-
Other expenses	2,138,995	1,549,829
	-------------------------	-------------------------
	39,737,003	29,256,276
	===========	===========

 

27        Net finance costs/(income)

 

	December 31,	December 31,
	2024	2023
	----------------	----------------
Finance costs
Interest expense on bank borrowings	15,817,177	3,579,519
Interest expense on unwinding of discount on long term liability	6,847,870	1,064,692
Interest on lease liability (refer to note 13)	314,936	376,587
	-------------	------------
	22,979,983	5,020,798
	========	=======
Finance income
Interest income	(11,259,006)	(3,754,858)
Income from investment in bonds of joint venture (refer to note 19)	(431,267)	(520,842)
Interest income from loan to related party (refer to note 19)	-	(513,120)
	--------------	--------------
	(11,690,273)	(4,788,820)
	========	========
Net finance cost	11,289,710	231,978
	========	========

 

 

 

28        Earnings Per Share

 

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

 

Diluted earnings per share amounts are calculated by dividing the net profit or loss attributable to the owners of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The company has no dilutive instruments in issue.

 

The information necessary to calculate basic and diluted earnings per share is as follows:

 

	December 31,	December 31,
	2024	2023
	----------------	----------------
Earnings:
Profit attributable to the owners of the Company for basic/ diluted earnings	14,913,177	83,226,171
	========	========
Number of shares
Weighted-average number of ordinary shares for basic/diluted earnings per share*	180,021,612	180,021,612
	=========	=========

                                                                                         

Earnings per share:
-   basic and diluted earnings per share (USD)	0.08	0.46
	========	========

 

* Weighted average number is adjusted retrospectively for December 2023.

 

29        Financial instruments

 

a)         Material accounting policies

 

Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset and financial liability are disclosed in note 2 to the financial statements.

 

29        Financial instruments (continued)

 

b)         Categories of financial instruments

 

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

				As at December 31, 2024			As at December 31, 2023
Financial assets
Cash and cash equivalents				413,625,405		228,492,034
Trade and unbilled receivables				277,338,806		221,867,464
Advances, deposits and other receivables*				12,553,548		3,047,537
Escrow retentions				10,774,653		9,987,477
Due from related parties				1,600,015		8,619,797
Loan to joint venture				-		2,150,987
				---------------		---------------
				715,892,427		474,165,296
				=========		=========
Financial liabilities
Trade and other payables					85,015,114	25,713,890
Retention payable					9,630,047	6,849,069
Development property liabilities					254,747,426	78,631,324
Bank borrowings					205,493,025	125,363,803
Due to related party					222,567,717	1,248,415
Lease liabilities					4,114,862	5,944,562
					---------------	---------------
					781,568,191	243,751,063
					=========	=========

 

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

30        Acquisition of assets/subsidiaries

 

Acquisition of assets

 

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

 

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

 

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

 

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

 

Allocation of purchase consideration	USD
Assets
Development properties (refer to note 8)	67,240,828
Cash and cash equivalents	9,557,182
Advances, deposits and other receivables	4,156,870
Property and equipment (refer to note 12)	1,457,454
Right-of-use assets (refer to note 13)	1,175,633
Due from related party	141,481
	-------------
	83,729,448
Less: Liabilities
Advances from customers (refer to note 15)	(37,642,242)
Development property liability (refer to note 17)	(36,378,866)
Due to related party	(7,349,534)
Lease liabilities (refer to note 13)	(1,217,570)
Others	(939,313)
	----------
Net assets acquired	201,923
	----------
For cashflow statement:
Cash acquired	9,557,182
Cash paid	(201,923)
	-----------
Net cash inflow	9,355,259
	=======

 

30        Acquisition of assets/subsidiaries (continued)

 

Acquisition of subsidiaries

 

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

 

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

 

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

 

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

 

31        Financial risk management objectives

 

The Board of Director's set out the Group's overall business strategies and its risk management philosophy. The Group's overall financial risk management program seeks to minimize potential adverse effects on the financial performance of the Group. The Group policies include financial risk management policies covering specific areas, such as market risk (including foreign exchange risk, interest rate risk), liquidity risk and credit risk. Periodic reviews are undertaken to ensure that the Group's policy guidelines are complied with.

 

There has been no change to the Group's exposure to these financial risks or the manner in which it manages and measures the risk.

 

The Group is exposed to the following risks related to financial instruments. The Group has not framed formal risk management policies, however, the risks are monitored by management on a continuous basis. The Group does not enter into or trade in financial instruments, investment in securities, including derivative financial instruments, for speculative or risk management purposes.

 

 

 

31        Financial risk management objectives (continued)

 

a)         Foreign currency risk management

 

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. The summarized quantitative data about the Group's exposure to currency risk as reported to the management of the Group is as follow:

 

	EUR	GBP	BAM	CNY
December 31, 2024
Cash and cash equivalents	6,855,578	1,862,411	96,265	345,116
Other financial assets	13,577	2,467,218	-	10,939
Financial liabilities	(617,325)	(234,768,633)	(81,242)	(46,259)
	------------	----------------	---------	---------
	6,251,830	(230,439,004)	15,023	309,796
	=======	==========	=====	=====
December 31, 2023
Cash and cash equivalents	5,910,324	1,885,534	30,734	-
Other financial assets	892,563	3,991,989	-	-
Financial liabilities	(359,745)	(1,337,715)	(82,953)	-
	------------	------------	---------	---------
	6,443,142	4,539,808	(52,219)	-
	=======	=======	=====	=====

 

 

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

 

 

	December 31,	December 31,
	2024	2023
	----------------	---------------
EUR	625,183	644,314
GBP	23,043,900	453,980
BAM	1,502	5,221
CNY	30,980	-

 

 

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

 

 

 

 

31        Financial risk management objectives (continued)

 

b)         Interest rate sensitivity analysis

 

The sensitivity analysis below has been determined based on the exposure to interest rates for non-derivative financial instruments as at 31 December 2024. The analysis is prepared assuming the amount of liabilities outstanding at the reporting date was outstanding for the whole year.

 

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

 

	December 31,	December 31,
	2024	2023
	----------------	---------------
Fixed rate instruments
Financial assets	120,257,164	74,544,664
	--------------	--------------
	120,257,164	74,544,664
	========	========
Variable rate instruments
Financial assets	307,608,760	172,465,150
Financial liabilities	(425,199,721)	(125,363,803)
	---------------	--------------
	(117,590,961)	47,101,347
	=========	========

 

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

 

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the change in Group's profit for the year ended 31 December 2024 would be USD 587,955 (2023: USD 235,507). This is mainly attributable to the Group's exposure to variable rate financial instruments.

 

c)         Liquidity risk management

 

Ultimate responsibility for liquidity risk management rests with the management which has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

 

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and equity from shareholders.

 

The table below summarizes the maturity profile of the Group's financial liabilities. The contractual maturities of the financial liabilities have been determined on the basis of the remaining period at reporting date to the contractual maturity date. The maturity profile of these liabilities at the reporting date based on contractual repayment arrangements are shown in the table below:

 

 

 

31        Financial risk management objectives (continued)

 

c)         Liquidity risk management (continued)

 

						Contractual Cashflows
	Carrying amount		Total		Less than 1 year		1-2 years		2-5 years		More than 5 years
31 December 2024
Financial liabilities
Payables	85,015,114		(85,015,114)		(85,015,114)		-		-		-
Retention payable	9,630,047		(9,630,047)		(4,811,952)		(2,073,458)		(2,744,637)		-
Bank borrowings	205,493,025		(238,992,448)		(29,928,407)		(100,970,564)		(108,093,477)		-
Development property liabilities	254,747,426		(286,879,647)		(153,611,264)		(49,534,163)		(83,734,220)		-
Lease liabilities	4,114,862		(4,551,866)		(3,094,790)		(1,015,448)		(441,628)		-
Due to related party	222,567,717		(268,318,639)		(17,694,776)		(43,936,842)		(206,687,021)		-
	---------------		---------------		-------------		-------------		-------------		----------
	781,568,191		(893,387,761)		(294,156,303)		(197,530,475)		(401,700,983)		-
	========		========		=======		=======		=======		=====
31 December 2023
Financial liabilities
Payables		25,713,890		(25,713,890)	(25,713,890)			-		-		-
Retention payable		6,849,069		(6,849,069)	(2,956,238)			(3,184,957)		(707,874)		-
Bank borrowings		125,363,803		(154,130,558)	(28,517,099)			(41,101,308)		(84,512,151)		-
Development property liability		78,631,324		(92,579,986)	-			-		(92,579,986)		-
Lease liabilities		5,944,562		(6,390,540)	(2,792,437)			(2,280,731)		(1,317,372)		-
Due to related party		1,248,415		(1,248,415)	(1,248,415)			-		-		-
		-------------		---------------	-------------			-------------		-------------		----------
		243,751,063		(286,912,458)	(61,228,079)			(46,566,996)		(179,117,383)		-
		=======		========	=======			=======		=======		=====

 

d)          Credit risk management

 

            Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties. The Group's exposures are continuously monitored and their credit exposure is reviewed by the management regularly.

 

            The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

 

            The carrying amounts of the financial assets recorded in the consolidated financial statements, which is net of impairment losses, represents the Group's maximum exposure to credit risks. The Group considers that the risk of loss related to unbilled receivables and trade receivables is remote due to collateral held against such amounts due, being residential property developed by the Group.

 

32        Capital risk management

 

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

 

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the equity balance. The Group's overall strategy remains unchanged from prior year. The Group is not subject to any externally imposed capital requirements.

 

The Group monitors capital using 'debt' to 'equity'. Debt is calculated as bank borrowings (as shown in the statement of financial position). Equity comprises all components of equity as disclosed in note 21.

 

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

 

	December 31,	December 31,
	2024	2023
	----------------	---------------
Debt	205,493,025	125,363,803
	--------------	--------------
Total equity	478,453,489	465,411,551
	--------------	--------------
Debt to equity ratio	0.43	0.27

 

33        Contingent liabilities

 

	As at December	As at December
	31, 2024	31, 2023
	----------------	----------------
Letters of guarantee (refer to note (a) below)	12,337,530	3,866,575
Others	-	339,547
	--------------	------------
	12,337,530	4,206,122
	========	=======

 

(a)  This primarily involves letters of guarantee provided to the Dubai Land Department for the Group's projects in Dubai, UAE. The Group holds margin deposits with the bank issuing these letters of guarantee, which are refundable upon project completion.

 

Except for the above and ongoing business obligations which are under normal course of business, there has been no other known contingent liability on Group's consolidated financial statements as of reporting date.

 

 

 

 

 

34        Commitments

 

	As at December	As at December
	31, 2024	31, 2023
	----------------	----------------
Contracted commitments for development properties (refer to note 8)	433,882,782	102,250,823
	=========	=========

 

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

  

35        Staff number and costs

 

	December 31,	December 31,
	2024	2023
	----------------	----------------
The average number of employees employed by the Group	258	207
	=========	=========
The payroll cost for these employees is as follows:
- Wages and salaries	22,665,169	19,040,312
	=========	=========

 

36        Auditors Remuneration

 

	December 31,	December 31,
	2024	2023
	----------------	----------------
Audit of these consolidated financial statements	326,690	394,630
Audit of condensed consolidated interim financial statements	113,823	133,665
Audit of financial statements of subsidiaries of the company	149,724	153,142
Filing - Section 92F	-	25,140
	---------	-----------
	590,237	706,577
	======	=======

 

 

37        Events after the reporting date

 

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