Final Results

Significant progress made in the Group's first year as a public company, following a milestone listing in February 2023

Solid full-year financial performance delivering exceptional revenue growth, a substantial increase in profit and a strong balance sheet

12 active projects with a GDV of USD 5.9 billion

Dar Global, the luxury international real estate developer, today announces its audited full-year results for the year ended 31 December 2023.

Ziad El Chaar, Chief Executive Officer, commented:

"Dar Global has had an outstanding year following our successful listing on the London Stock Exchange in February 2023. We have delivered strong revenue growth, a significant increase in profits and we continue to deliver against our ambitious strategy.

"We have created a unique offering focused on the development of luxury second homes in some of the most desirable locations in the world for affluent, internationally mobile, global citizens. This strategy sets us apart from other developers and enjoys high and sustained demand from a customer base far less exposed to economic cycles.

"Looking forward, our exciting pipeline of developments and strong capital position means Dar Global is well placed to selectively enter new markets where we see compelling opportunities including as recently announced in Saudi Arabia. This positions us to achieve our strategic objectives in the coming years with renewed confidence."

Strong growth delivered with exceptional revenue growth and continuing demand

*Net asset value per share is based on the number of shares outstanding as on 31st December 2023 of 180,021,612 and 2,239,510,913 as on 31st December 2022.

Group Operational Highlights

We are committed to providing a unique offering for global citizens, focusing on second homes in prime locations targeted at affluent customers, which has yielded positive results in a challenging global economic landscape.

Despite prevailing macroeconomic headwinds, we have continued our growth trajectory and sales momentum across all active projects, while maintaining a prudent and discerning approach to ongoing investment decisions. We are pleased to provide an update on our project portfolio and contracted sales for FY 2023.

Project Portfolio Update

*Rest of the World

• The Dubai residential market saw robust activity in 2022 and 2023, coming back from a dip during the COVID-19 pandemic. Dar Global is on track to complete and handover its inaugural project, the Urban Oasis Tower in Dubai, in Q1 this year which will be followed later in the year by the Da Vinci Tower by Pagani

o Dar Global's other two projects in Dubai include W Residences, the 49-floor development situated in Downtown Dubai and DG1, Dar Global's first own-brand project

• Dar Global launched its largest active project over the course of 2023, the AIDA masterplan in Oman, developed under a joint development agreement with the OMRAN Group (Oman Tourism Development Company)

o AIDA represents c. 50% of Dar Global's total GDV and is expected to be delivered over the next 8-10 years

• Progressing on delivery of Dar Global's strategy, the launch of the Tierra Viva project in Spain brings the Group closer to its strategic objective of building a geographically diversified portfolio with close to 50% of projects in the Gulf Cooperation Council ("GCC") countries and the remaining in the rest of the world

o Tierra Viva, in partnership with Automobili Lamborghini, marks Dar Global's first European project in the ultra-luxury market of Marbella, Spain

o Dar Global's other Spanish projects include Marea, interiors by Missoni and the Tabano project which is currently in the early permitting stage

• London's appeal to both a domestic and international audience provides a significant opportunity for Dar Global. Situated on the corner of Old Park Lane and Piccadilly, Dar Global is due to complete its exclusive unit at 149 Old Park Lane in Q1 this year

o Dar Global's other two projects, located in Ealing, London, include 8mins-to-Central and Oh So Close, which offer a blend of quaint urban living and proximity to central London

• Dar Global's first residential project in Qatar, Les Vagues with interiors by Elie Saab, is currently under construction and scheduled for completion in Q1 2027

Outlook and Guidance

Looking ahead to the remainder of 2024, the Group is committed to consolidating its presence in the GCC region while actively pursuing expansion opportunities beyond. Based on anticipated progress across the existing portfolio of projects and current market conditions, Dar Global is targeting to deliver at least USD 700 million of revenue in aggregate across the next two financial years (FY 2024 and FY 2025). In addition, the Company is targeting a similar sales rate and EBITDA margin to what was delivered in FY 2023.

Management Presentation

The Company's full year results presentation will be available on the Investor Relations section of Dar Global's website (https://darglobal.co.uk/investor/) at 07.30hrs GMT on 1 March 2024.

Analyst Q&A

There will be a live Q&A session at 09.30hrs GMT today, hosted by Ziad El Chaar, Chief Executive Officer.

To join the Q&A session, please use the following link: Dar Global - Management Q&A

2023 Annual Report and Accounts

The complete 2023 Annual Report and Accounts for the financial year ended 31 December 2023 will be available on our website (https://darglobal.co.uk/investor) during the course of today.

Chairman's Statement

In February 2023 we completed an important milestone in the evolution of Dar Global: a successful listing on the Main Market of the London Stock Exchange. In my maiden Chairman's statement, I am pleased to report that the Group has made significant progress against the strategic objectives we outlined in the listing Prospectus. We are on track to complete our first project in Dubai in Q1 2024, launched six exciting new projects, including three in partnership with leading global luxury brands, signed our first partnership in the hospitality sector and added four new sales offices to our international distribution network.

We are already seeing the benefits we anticipated from choosing to list in London. As well as access to one of the world's leading capital markets, our enhanced visibility has allowed us to continue to build our global reputation with potential partners and landowners, whilst creating a presence with international investors and broadening our shareholder base.

Despite the ongoing challenging headwinds and current inflationary environment, Dar Global is a trusted high-end luxury property developer, with a focus on High Net Worth Individuals (HNWIs) and Ultra High Net Worth Individuals (UHNWIs) who are less exposed to economic cycles and challenges, resulting in sustainable demand for properties throughout the economic cycle.

As set out in the Prospectus, the Company is focused on investing to deliver future growth. As such, the Company's current dividend policy is not to declare any dividends in the near future. The Company will continue to review its dividend policy as the Board believes dividends to be an important component of long-term total shareholder return.

An ambitious strategy for growth

We have a clear strategy focused exclusively on developing real estate projects for internationally mobile customers looking to diversify their wealth across asset classes and geographies. Our co-branding approach with world-leading luxury brands provides a significant sales boost and enables us to deliver increased volumes at a premium over non-branded properties. We have a unique capital light business model with some of our projects based on joint venture agreements with landowners enabling the Group to focus its resources on development while deferring purchase of the land, allowing us to develop a larger number of projects simultaneously.

Whilst we are well-funded with a strong balance sheet, in May 2023 the Group secured a c. USD 204 million term loan over four years to allow us to take advantage of further significant opportunities as they arise.

Building strong governance

Our new status as a listed company has commenced with a well-constructed board combining a good balance of executive and non-executive experience. My previous experience in both corporate governance and real estate, alongside the international banking and real estate development backgrounds of my two independent non-executive board colleagues has proved enormously beneficial.

Whilst Dar Global currently has a Standard Listing, we are working hard to ensure the Group progresses towards the highest level of corporate governance standards. Our intention would be to appoint a fourth independent Non-Executive Director in due course.

Our listing has also created an entity which is independent from our major shareholder, leading Saudi real estate developer Dar Al Arkan, whilst retaining the significant benefits that come from our continued relationship.

We have made rapid progress in a short space of time to set up all the necessary Board Committees, with Audit, Remuneration and Nomination Committees in place and functioning well. Important policies including whistleblowing and ethics have been developed and communicated to all employees throughout the Group. I am grateful for the flexibility and commitment of my Board colleagues who have ensured these committees were up and running from a standing start. During the year the management team also strengthened its governance with important appointments made in compliance and internal audit.

The Board is very cognisant of its responsibility to ensure the Group's property sales are fully compliant with international money laundering regulations, with an internal 'Know Your Customer' process supported by the introduction of an internationally recognised screening service that the Group uses to review each purchaser, in addition to only accepting payments through recognised financial institutions.

Our stakeholders

Whilst we have a close relationship with our major shareholder, the Board is mindful of its obligations to minority shareholders and ensures our communications are regular and transparent. Our customers expect the highest level of service from us and we strive to deliver a product we can be proud of. This includes building to the latest standards to conserve energy and water, reducing the environmental impact of our properties.

Other stakeholders include development partners, brand partners, contractors and of course our people; all of whom are important to the delivery of our strategic objectives and we ensure mutual understanding and respect are key characteristics of these relationships.

Outlook

Whilst the global uncertainties ahead are likely to impact inflation and capital movement in certain jurisdictions, we have a geographically diverse project portfolio and a capital light business model which will help us navigate these challenges and continue to deliver the targeted returns, creating value for all our stakeholders.

David Hunter

Chairman

CEO's Statement

Overview

It's been an outstanding year for Dar Global with our successful listing on the Main Market of the London Stock Exchange in February 2023, exceptional revenue growth, a significant increase in profits and strong progress in delivering our ambitious strategy.

We have created a unique offering focused on the development of luxury second homes for internationally mobile, affluent global citizens. Our clientele are taking advantage of developments in technology that enable them to run their businesses from anywhere, while also diversifying their property portfolio to hedge against inflation or currency movements.

Our project pipeline will provide exceptional properties in some of the most desirable locations in the GCC countries and Europe, with most of our projects developed and marketed exclusively in partnership with luxury brands such as Automobili Lamborghini, W Residences, Missoni and Pagani.

Key achievements

During the year we launched six new projects across several jurisdictions, these included:

• Our largest active project, the AIDA masterplan in Oman.
• Our stunning DG1 project in downtown Dubai.
• Tierra Viva, our first European project in the ultra-luxury market of Marbella in Spain.

We now have 12 active projects with a Gross Development Value (GDV) of USD 5.9 billion (31 December 2023 compared with 10 projects with GDV of USD 4.7 billion in 2022). Customer demand has remained strong with contracted sales as at year-end rising to c. 1,498 units, representing 46% of the total launched GDV of USD 2.2 billion.

Financial highlights

Our rapid progress since listing delivered growth in revenues to USD 360.6 million (2022: USD 80.0 million) driven by robust sales for newly launched and existing projects, generating a significant increase in gross profit to USD 146.4 million (2022: USD 28.7 million) and a healthy gross profit margin of 41%. Profit before tax also rose substantially to USD 81.2 million, as we get closer to the imminent completion of our first project - Urban Oasis Tower. We have made good progress in customer collections and construction, particularly in the United Arab Emirates.

We ended the year with a strong balance sheet including cash of USD 238.5 million comprising of free cash of c. USD 80.2 million, and restricted cash balances (escrow and escrow retention) of USD 158.3 million. With total liquidity of USD 216.3 million (including undrawn debt facilities), we are well-positioned to take advantage of growth opportunities and expand our portfolio in the year ahead.

Business performance and project update

Our commitment to excellence has yielded positive results in a challenging economic landscape. Despite prevailing macroeconomic headwinds, we have continued our growth trajectory and sales momentum across all active projects, while maintaining a prudent and discerning approach to ongoing investment decisions.

We are pleased to provide an update on our project portfolio and contracted sales for FY 2023 (see table).

Project portfolio update

* Rest of the world

Progress in delivering our strategy

Since our inception two and half years ago, our strategy has focused exclusively on developing real estate projects for affluent global citizens, launching developments in six countries. The launch of the Tierra Viva project in Spain takes us another step forward in our strategic objective to build a geographically diversified portfolio with close to 50% of our projects in the GCC and the remaining in the rest of the world.

Key to delivery of this strategy is the development and marketing of some our projects in partnership with luxury brands, underpinning our product differentiation. We added two new brands to this stable - Automobili Lamborghini and Dolce & Gabbana (D&G) - bringing our total luxury brand partnerships to eight. Our partnership with D&G marks our debut into the hospitality market, specifically the luxury hotel sector. This will enhance our premium offer for our target customers and contribute to building a pipeline of future potential clients.

To support our strategy, we have built a highly effective distribution system which includes both our own sales force and access to a global broker network. We opened four new sales offices during the year and now have over 80 sales professionals across eight locations, complemented by a network of brokers in over 60 cities globally.

Our capital light business model is a critical component in de-risking our business and accelerating growth. It gives us the ability to scale rapidly by selling units off plan, creating joint development agreements with landowners which allows lower initial costs and outsourcing construction under fixed price contracts.

Our people

Our team has grown to match our expansion, and we have a fully-fledged organisation with all key disciplines in place from front to back office, staffed by talented, committed professionals. I would like to thank them all for their drive and enthusiasm during this eventful year and recognise their contribution to our success to date.

Whilst we are a young, dynamic company, our entrepreneurial spirit is underpinned by a strong, experienced executive team with over 65 years of experience between us.

Our environment

We take our responsibility to minimise our environmental impact seriously and build water and energy conservation best practices into the designs of our buildings. Plans to develop our environmental strategy are well underway and set to develop further in 2024.

Looking forward

Following our successful listing on the London Stock Exchange in February 2023, this past year has been marked by significant progress for Dar Global. We are poised to leverage the opportunities that have arisen from this milestone, aiming to expand our reach through new joint venture and joint development agreements. Additionally, we are exploring growth avenues in markets such as Saudi Arabia, Greece, and Morocco as well as key international cities in the United States of America like New York and Miami.

Our robust foundation, meticulously crafted over the past two and a half years, positions us strongly to navigate the potential economic challenges and sentiment around global security concerns in the current environment. With a well-diversified portfolio, a capital light business model, steady demand for upcoming projects and ample financial resources, we are confident in our ability to seize future opportunities.

The year 2023 stands out as a pivotal period for Dar Global, characterised by strong business performance, consistent sales, and steady construction progress. This momentum will culminate in the successful completion and delivery of our inaugural project, the Urban Oasis Tower in Dubai, in Q1 this year.

Looking ahead to the remainder of 2024, we are committed to consolidating our presence in the GCC region while actively pursuing expansion opportunities beyond. Across all areas of our business, we are making notable strides. Based on anticipated progress across our existing portfolio of projects and current market conditions, we are targeting to deliver at least USD 700 million of revenue in aggregate across the next two financial years (FY24 and FY25). In addition, we would target a similar sales rate and EBITDA margin to what we delivered in FY23.

Ziad El Chaar

Chief Executive Officer

Dar Global's Portfolio

Dubai, United Arab Emirates (UAE)

The Dubai residential market saw robust activity in 2022 and 2023, coming back from a dip during the COVID-19 pandemic. According to CBRE, by September 2023, total transactions for the year reached 87,163 (Full year 2022: 90,881), reflecting very strong demand for property in the city. This is the highest total on record over this period and the 2023 total is expected to have exceeded 2022 transactions. This growth has been underpinned by a 55% growth in off-plan transactions and 19% growth in secondary market transactions.

Knight Frank's Dubai residential market review points to the strength of this market being particularly evident in the high-end segment of the market when inventory is limited, resulting in the number of transactions over USD 10 million reaching 188 in H1 2023, and the full year figure is likely to have substantially exceeded the 2022 total of 224. Cash purchasers continue to dominate, accounting for c. 80% of the total value of all transactions in Q2 2023. The relatively high and persistent level of cash purchases is indicative of the depth of demand for homes in Dubai, a strong reflection of the HNWI buyers.

Our projects in Dubai

Urban Oasis Tower

The Urban Oasis Tower is a 34-storey residential development located on the Dubai Canal and will contain bespoke apartments with interiors designed in collaboration with Missoni, the Italian luxury fashion designer.

• Status: pre-completion
• Launched: Q4 2021
• Scheduled completion: March 2024
• Number of units: 467
• Da Vinci Tower by Pagani

Da Vinci Tower is a residential building in Downtown Dubai featuring interiors designed by Pagani, the Italian luxury car manufacturer. The original asset was acquired in Q4 2021 and a full interior refurbishment to a luxury standard is underway.

• Status: Undergoing interior refurbishment
• Launched: Q4 2022
• Scheduled completion: December 2024
• Number of units: 85
• W Residences

Situated in Downtown Dubai with views of the iconic Burj Khalifa, W Residences is a 49-floor high residential building close to many of Dubai's major landmarks.

• Status: under construction
• Launched: Q4 2022
• Scheduled completion: June 2026
• Number of units: 383
• DG1

Located directly by the canal in Downtown Dubai, DG1 is a 20 storey tower set to create a new benchmark in Dubai's luxury living space, with its distinctive architecture.

• Status: pre-sales
• Launched: Q1 2023
• Scheduled completion: December 2026
• Number of units: 223

Muscat, Oman

The residential real estate market in Muscat, Oman ( 'Sultanate') has seen steady growth over recent years, with a focus on developing new residential projects. More recently, according to Hamptons International, land prices in the Sultanate rose by an average of c. 15% in Q2 2023 compared with Q2 2022, driven by a 6% rise in the price of residential units. The expatriate population, one of the major drivers of residential demand witnessed an increase of 5.6% from the start of the year until August 2023. The number of expatriates within the Muscat governorate meanwhile is reported to be at 890,368. This increase of expats has led to a positive impact on the demand for residential buildings. Further demand is supported by Omanis who are predominantly located outside of Muscat, travelling to the capital for work and higher education purposes.

Our project in Muscat

AIDA

The AIDA project in Oman is a 3.5 million sqm mixed-use development on the clifftops in Muscat. It represents c.50% of Dar Global's total GDV and is expected to be developed over the next 8-10 years, with one phase launching each year. The master plan includes a Trump International golf course and club house and 450 luxury hotel rooms. Phase 1 saw the launch of 616 residential units.

• Status: pre-sales
• Launched: Q1 2023
• Scheduled completion for Phase 1: March 2027
• Number of units in Phase 1: 616

Costa del Sol, Spain

Spain has seen strong demand for property, with the number of transactions in 2022 hitting a record high for residential units. Although transactions are expected to have decreased by 10-15% in 2023 due to higher interest rates and their impact on mortgage costs, in our target region - Andalucia - 45% of purchasers are cash-buyers according to the Malaga Property Observatory, OMAU, and is hence less influenced by changes in interest rates.

Despite the higher interest rate environment, prices have continued to rise, albeit at a slower rate than in the past. According to the Knight Frank Global Branded Residence Report 2023, the new build market in the region remains robust with average new build prices increasing to €2,110/sqm (up 6.6%) with Andalucia experiencing one of the highest average growth rates at 4.8%. This region includes the Costa del Sol where three of Dar Global's projects are situated. We continue to see a healthy underlying demand from our target market, with 15% UHNWIs considering a property purchase in key hubs with Spain amongst the favoured destinations.

Our projects in Costa del Sol

Tierra Viva

Tierra Viva is our first project in continental Europe. Launched in June 2023, in conjunction with the legendary Automobili Lamborghini, it includes 53 grand villas overlooking the Mediterranean sea, close to Marbella, an up-market resort on the Costa del Sol.

• Status: pre-sales
• Launched: Q2 2023
• Scheduled completion: December 2026
• Number of villas: 53
• Marea, interiors by Missoni

Marea, our second project in Spain was unveiled in August 2023, with interiors designed by Missoni. This project is located in one of the most sought-after enclaves of the Andalusian coast, not far from the Finca Cortesin resort which has an 18-hole championship golf course rated among Spain's best golf courses.

• Status: pre-sales
• Launched: Q3 2023
• Scheduled completion: June 2027
• Number of units: 64
• Manilva (Tabano)

In September 2022, Dar Global acquired six plots of land in the municipality of Manilva in the province of Malaga on the border with the province of Cadiz in southern Spain. The plots are located approximately 45 minutes from Marbella by car and are close to one of the top polo destinations in the country and one of the best beach areas of Costa del Sol.

The Tabano project is currently in the early permitting stage and is expected to be completed in December 2029. Consultants have been appointed for the development of the concept master plan and associated infrastructure plan.

The total land area of the Tabano project is 4,650,092 m2.

Doha, Qatar

The housing market in Qatar currently faces some headwinds as demand moderates against a limited oversupply in the market post the construction boom in the run up to the 2022 FIFA World Cup. This supply-demand imbalance, coupled with rising interest rates, have contributed to a shrinking mortgage market and declining number of home sales. The total number of residential sales transactions fell by 36% over the 12-months to Q2 2023, while the value of residential transactions declined by 24% over the same period. After adjusting for the one-off effect of the FIFA World Cup, housing transactions were stable and the Doha and Al Rayyan municipalities recorded the highest volume of residential transactions during the second quarter of 2023. Findings from the Knight Frank 2023 Destination Qatar report, which analyses results of a survey of Qatari HNWIs shows that Lusail, where Dar Global's Les Vagues project is located, is the most preferred residential investment target, with an average budget of USD 1.8 million .

Our project in Doha

Les Vagues

Les Vagues is the first ever residential project in Qatar with interiors designed by world renowned fashion icon, Elie Saab. The project is located on the Qetaifan island within Lusail and features 303 opulent sea-front residences of one, two and three-bedroom apartments.

• Status: under construction
• Launched: Q4 2022
• Scheduled completion: Q1 2027
• Number of units launched: 160

London, United Kingdom

As well as being less reliant on debt to fund purchases, the prime central London market benefits from its appeal to both a domestic and international audience. Data from Heathrow Airport indicates that the number of people arriving at the airport increased in Q2 2023 when compared with the same period the previous year. Specifically, the number of travellers from the GCC and from North America have risen in double digit percentage terms. The sterling continues to strengthen and recover from the lows of 2022, but it still offers good value for overseas buyers using non-sterling currencies for their purchases. Dollar-based investors are now paying 35% less than they were in 2014, due largely to favourable exchange rates, while Chinese investors are paying 24% less. The UK housing market more broadly has experienced macro-economic headwinds throughout 2022 and 2023 stemming from uncertainty surrounding the short-term economic outlook and recent tightening in monetary policy. These headwinds have had a limited impact on London's house prices, which have witnessed a 2.4% annual decline in 2023 (as per Nationwide's House Price Index). Despite this, the fundamentals of prime central London real estate continues to look favourable over the coming years.

Our projects in London

Old Park Lane

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

• Status: pre-completion
• Launched: Q4 2022
• Scheduled completion: Q1 2024
• Number of units: 1
• 8mins-to-Central

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

• Status: under construction
• Launched: Q2 2023
• Scheduled completion: June 2024
• Number of units: 9
• Oh So Close

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

• Status: under construction
• Launched: Q2 2023
• Scheduled completion: June 2024
• Number of units: 17

Financial Review

Dar Global is pleased to present its first Annual Report since listing on the London Stock Exchange in February 2023. The Group is happy to share the positive developments and achievements over the past year, as it continues to build on the momentum gained.

It has been a year of remarkable growth, challenges, and invaluable learning experiences. Despite a challenging year marked by global economic uncertainty and macroeconomic headwinds, the Group achieved robust operational and financial performance driven by revenue recognition attributed to the progress of Urban Oasis Tower, Da Vinci Tower by Pagani and W Residences, as well as strong sales and customer collections across projects.

FY 2023 financial performance

Dar Global delivered strong growth, Dar Global delivered strong growth in 2023. Revenue for the period was USD 360.6 million (FY 2022: USD 80.0 million), a growth of c. 351% over the previous year. Gross Profit for the period was USD 146.4 million, representing a margin of 41% compared with USD 28.7 million and 36% for 2022.

EBITDA for the period was USD 83.0 million (FY 2022: USD 6.3 million), Net Profit USD 83.2 million (2022: loss USD 5.2 million) and total comprehensive income for the period was USD 84.7 million (2022: loss USD 5.5 million), a significant improvement from the previous year.

The 23% Return on Equity (ROE) demonstrates our successful implementation of a capital light model. This approach has enabled the Group to deliver robust financial performance and sustainable value for our shareholders.

Throughout the year, the Group took initiatives to expand its presence across different regions and strengthen its brand. Dar Global launched six new projects in four countries with a GDV of over USD 1.1 billion in 2023.

The Group continues to utilise its balance sheet strength and its debt facilities in a prudent and effective manner. Dar Global further strengthened its balance sheet and demonstrated robust access to various pools of capital across banks and the capital markets by signing a c. USD 204 million secured term loan facility with Emirates NBD in May 2023. The Facility has a tenure of four years and is priced at a competitive fixed margin over the Emirates Interbank Offered Rate ("EIBOR"). The Group envisages using the proceeds of the facility for future asset acquisitions and general corporate purposes (including working capital requirements), as the Group continues to build its international portfolio of luxury second home and leisure developments across Europe and the GCC.

The Group's balance sheet reflects this strength with cash and cash equivalents of USD 238.5 million, comprising free cash of USD 80.2 million and restricted cash balances (escrow and escrow retention) of USD 158.3 million. The net asset value surged to USD 465.4 million, marking a growth of c. 65% compared to the previous year at USD 281.4 million.

As of 31 December 2023, the total liquidity pool stands at USD 216.3 million, including undrawn debt facilities of USD 136.1 million. This provides the Company flexibility to capitalise on project opportunities, ensuring a strong asset portfolio that fuels our future expansion.

Summarised consolidated statement of profit or loss and other comprehensive income

• Trade and unbilled receivables - increase in receivables primarily due to revenue recognition from Urban Oasis Tower, Da Vinci Tower and W Residences.
• Development properties - there was a gross addition of USD 130.0 million, reclassification of USD 1.2 million to property, plant and equipment and USD 214.1 million transferred to cost of goods sold.
• Net assets - Net assets increased over the period to USD 465.4 million, primarily due to profit of USD 83.2 million, shareholder funding of USD 20.5 million (pre-listing) and fresh issue of equity shares of USD 72.0 million.

Reflecting on what has been a landmark year for Dar Global, the Group is pleased to end 2023 with exceptional financial performance evidenced by USD 83.2 million of profit after tax, USD 80.2 million of free cash balance and USD 216.3 million of total liquidity. This collective financial strength has solidified the Group's position within the industry. By streamlining the land holdings, relationships with the Joint Development Agreement partners, and maintaining a healthy balance sheet, the Group is building a foundation for sustained growth and agility in the real estate market.

Outlook for 2024

Out of the launched portfolio GDV of USD 2.2 billion, the Group has over 50% of unsold inventory and expects sales to pick up in 2024, supported by increased liquidity in the residential real estate market. The Group anticipates 2024 to be a pivotal year for Dar Global as it aims to complete and deliver five projects while simultaneously advancing construction across all other projects. Along with the construction progress, the Group is dedicated to enhance the sales, CRM, and marketing teams in order to provide exceptional customer experiences. The Group's upgraded ERP systems have significantly boosted its digital capabilities, empowering it with enhanced analytics for informed decision-making.

Given the current strength in the Group's balance sheet and the flexible funding options available, Dar Global stands well-positioned to further expand its portfolio of assets globally.

Principal risks and uncertainties

Strategic and financial risk

• Contractor ability to deliver on time with high quality/low defect

The directors are responsible for preparing the Annual Report and the consolidated financial statements and company financial statements of Dar Global PLC ("the Group and parent Company financial statements") in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant, and reliable;

The directors are responsible for ensuring that the Group and parent Company maintain adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and to enable them to ensure that its financial statements comply with the Companies Acts 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

David Hunter

Chairman

Dar Global PLC and its subsidiaries

London - United Kingdom

Consolidated statement of financial position

As at 31 December 2023 (in United States dollar)

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

These consolidated financial statements were approved by the Board of Directors on xx February 2024 and signed on its behalf by:

David Hunter Ziad El Chaar

Director Director

Dar Global PLC and its subsidiaries

London - United Kingdom

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 December 2023 (in United States dollar)

Other comprehensive income/(loss)

Items that are or may be classified subsequently to profit or loss

Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA)

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

Dar Global PLC and its subsidiaries

London - United Kingdom

Consolidated statement of changes in equity

For the year ended 31 December 2023 (in United States dollar)

* This represents the difference between the carrying value of the "Due to related Parties" i.e., the amount of cash received net of losses absorbed, and their fair value on the initial recognition.

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

Dar Global PLC and its subsidiaries

London - United Kingdom

Consolidated statement of cash flows

For the year ended 31 December 2023 (in United States dollar)

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

Dar Global PLC and its subsidiaries

London - United Kingdom

Notes to the consolidated financial statements

(in United States dollar)

Legal status and business activities

1.1 Dar Global PLC (the "Company") is 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 (formerly known as Dar Al Arkan Global Real Estate Development LLC) ("Major shareholder") in United Arab Emirates ("UAE") and the Ultimate parent company of Major shareholder is Dar Al Arkan Real Estate Development Company, Kingdom of Saudi Arabia.

1.2 The registered address of the Company is located at Link Company Matters Limited, 6th 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:

* These entities have become part of the group as on 25 January 2023 pursuant to the acquisition of Dar Al Arkan Holdings Limited (ADGM) by the Company through issuance of shares to the Major shareholder (notes 21 and 30).

** These entities have been formed by the Group during the year 2023.

2 Material accounting policies

2.1 Statement of compliance

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.

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.

This is the first annual financial statements of the Group, as the Company was incorporated on 30 September 2022. The Material accounting policies are set out below. These accounting policies elected by the group is on the presumption that the group existed in the comparatives for the year in which it was under common control. The comparatives represent the results of Dar Al Arkan Global Investment LLC and those legal entities that Dar Al Arkan Global Investment LLC has transferred to Dar Global PLC. Forming part of the same group, the entities included in the comparatives are considered to be under common management. Management considers the combination is appropriate in view of the intention to show the comparatives. Refer note 2.2.

The financial statements have been prepared on a historical cost basis except financial assets and financial liabilities that have been measured at fair value (note 2.11 and 29). 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

Joint ventures

Group restructure

A group restructuring exercise was carried out during the year as follows:

On 24 January 2023, the Major shareholder assigned the benefit of certain shareholder loans to Dar Al Arkan Holdings Limited (ADGM) - UAE in exchange for an issuance of new ordinary shares by Dar Al Arkan Holdings Limited (ADGM) - UAE on a dollar for dollar basis.

On 25 January 2023, the entire issued share capital of Dar Al Arkan Holdings Limited (ADGM) and its subsidiaries ("Trading Group") was transferred to the Company by the Major shareholder in consideration for the issuance of new ordinary shares by the Company.

The Trading Group and the Company were under common control by the Major shareholder at the time of the transaction.

The acquisition by the Company of the Trading Group is a common control transaction under IFRS 3. The consolidation of this Group has been prepared using the book value accounting. In the statement of financial position, the acquiree's identifiable assets, liabilities are recognised at their book values at the acquisition date. The results of merged operations following the Group's restructure in the year are included in the consolidated statement of comprehensive income as if the Group has always existed. Comparative figures are provided on the basis that the merged group always existed.

Group restructure

On 28 January 2023, the Company undertook a reduction of capital by cancelling certain ordinary shares, in order to create distributable reserves and reduce the number of ordinary shares in issue to 158,400,000 in aggregate.

Going concern

On 28 February 2023, the Company raised USD 72 million of new equity by way of a private placing before expenses in order to invest in new projects, fund working capital and to support continuing development work. On 28 February 2023 Dar Global was admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities.

The Board, having regard to the Group's forecasts and projections which are based on the current trends in sales and development, and after taking account of the funds currently held, the available facility including the undrawn portion of USD 136 million at year end (refer to note 18) have concluded that the Company and the Group will be able to operate within the level of available resources. The directors have, at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue to be in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

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. No other standards or interpretations have been issued that are expected to have a material impact on the financial statements.

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 2.23.

2.3 Fair value measurement

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

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

2.4 Foreign currency

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. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Any gain or loss on translation from functional currency of subsidiaries to presentation currency of the Group is taken to 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.

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 comprise of purchase price, together with any incidental expense of acquisition.

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

2.6 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.

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;
• lease payments made at or before commencement of the lease;
• initial direct costs incurred; and

2.7 Joint operations

A significant portion of land plots, on which the Group's projects are located, is sourced through the contribution of land by the Group's joint development partners, which allows the Group to secure land for its projects with minimal upfront cash contributions. The Group adopts a capital light model of Joint Development Agreement where the land is contributed by the joint development partners and also a certain percentage of profits are shared. All projects are controlled and managed by the Group which includes funding, sales, development, marketing, collections, loss absorption if any etc.

These arrangements under IFRS11 "Joint arrangements" have been classified as joint operations where each party to the joint operation (or each "Joint operator") recognised its share of the assets, liabilities, revenue, and expenses of the joint arrangement. The share is determined based on the rights and obligations of each party as set out in the contractual terms.

2.8 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.

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

2.9 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.

2.10 Impairment of non-financial assets

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.

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

2.12 Financial assets

Classification

The Group classifies its financial assets at amortized cost.

Classification

The Group classifies its financial assets at amortized cost.

Measurement

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

Cash and cash equivalents

Trade and other receivables (including due from related parties)

Derecognition of financial assets

2.13 Financial liabilities

The Group's financial liabilities include accounts payables and provisions, other payables, development property liabilities, advance from customers and due to related parties.

Accounts and other payables

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

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.

Where the loan payable (or part thereof) is forgiven by a shareholder, the loan is derecognised at its carrying value, and an equity contribution is reflected at that same carrying value, this contribution is reflected as a loss absorbed by a shareholder. No gain or loss is recognised in profit or loss.

2.14 Offsetting financial instruments

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

2.15 Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

2.16 Revenue recognition

Revenue from contracts with customers

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

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 apartments in off-plan sales are required to be deposited into escrow accounts held by banks accredited by the local governing bodies.

For Escrow retention, in line with UAE laws an escrow agent must retain five percent. 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

The retained earnings represent distributable reserves.

2.20 Taxation

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

Current tax

Deferred tax

• temporary differences on the initial recognition of assets or liabilities in a transaction that:
• is not a business combination; and
• taxable temporary differences arising on the initial recognition of goodwill.

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

2.21 Statutory Reserve

2.22 Significant accounting judgements, estimates and assumptions

Critical judgements in applying accounting policies

In the process of applying the Group's accounting policies, which are described above, and due to the nature of operations, management makes the following judgment that has the most significant effect on the amounts 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, as well as assessing the point in time at which consideration from the customer is probable - this assessment takes into account the legal requirements and history of collections.

Timing of satisfaction of performance obligations

The Group is required to assess each of its contracts with customers to determine whether performance obligations are satisfied over 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 and the provisions of relevant laws and regulations, where contracts are entered into to provide real estate assets to customer, the Group does not create an asset with an alternative use to the Group and usually has an enforceable right to payment for performance completed to date. In these circumstances the Group recognizes revenue over time.

Measurement of progress when revenue is recognized over time

Key sources of estimation uncertainty

Impairment of financial assets

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

Determination of transaction prices

The Group is required to determine the transaction price in respect of each of its contracts with customers. In making such judgment the Group assess the impact of any variable consideration in the contract, due to discounts or penalties, the existence of any significant financing component in the contract and any non-cash consideration in the contract.

Net realisable value of development properties

Development properties are stated at the lower of cost and estimated net realisable value. The cost of work-in-progress comprises construction costs and other related direct costs. Net realisable value is the estimated selling price in the ordinary course of business, less cost of completion and selling expenses.

Contingent consideration payable for development property liabilities

For each joint development agreement, the Group estimates the contingent consideration payable to the joint developer. 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.

2 New standards and amendments

3.1 New standards and amendments applicable for 2023

The following standards and amendments apply for the first time to the financial reporting periods commencing on or after January 01, 2023.

• IFRS 17 Insurance Contracts
• Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
• Definition of Accounting Estimate - Amendments to IAS 8
• International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12

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

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

The following standards and interpretations had been issued but not yet mandatory for annual periods beginning after 1 January 2023.

Management anticipates that these new standards, interpretations and amendments will be adopted in the financial statements as and when they are applicable and adoption of these new standards, interpretations and amendments, may have no material impact on the consolidated financial statements in the period of initial application.

3 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

Geographic segments

The following tables include revenue and other segment information for the years ended 31 December 2023 and 31 December 2022. Certain assets information for geographic segments is presented as at 31 December 2023 and 31 December 2022.

The Group has generated 100% of its revenue from its operations in United Arab Emirates. The details of the Group's non-current assets categorized by the subsidiary's country of domicile is as follows:

• The above represents Escrow retention accounts maintained with a commercial bank in accordance with Law No. 8 of 2007 relating to Trust Accounts Regulation and Real Estate Regulatory Authority (RERA) requirements in Dubai - United Arab Emirates. The retention balance shall be released after one year from the completion of the project. These balances carry interest at the rate of 40 percent of 3 months EIBOR.
• 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. The significant increase in the balances during the period is mainly due to collections from customers as per the payment plan.
• The above represents deposit held with a bank in Kingdom of Saudi Arabia rated at investment grade through one of its related parties (refer to note 19) for the period of three years at an interest rate of 7.80% per annum. This deposit is repayable on demand without any penalty on early maturity.

6 Trade and unbilled receivables

• Unbilled receivables are contract assets which relate to the Group's right to receive considerationfor 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.
• At reporting date, the ageing analysis of net trade and unbilled receivables is as follows:

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

• 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 27,685,694 (2022: USD 36,413,568) and will be amortized consistent with the pattern of revenue in the future.
• The above represents margin deposits held with a bank against project guarantee (note 33).
• Prepayments includes USD 73,997 (2022: Nil) for commission paid to a related party (note 19)

8 Development properties

Freehold and leasehold rights for land;

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 above development properties is higher than its carrying value as on the reporting date.

Development properties in the UAE include land provided by Joint Development Agreement (JDA) partner on December 9, 2021, under a JDA. On initial recognition the property has been recognized at fair value of the consideration payable i.e., at USD 67,599,386 which is computed based on a deferred payment plan as defined in the Sale and Purchase agreement ("SPA") (note 17). Under this arrangement, profits will be shared equally between the parties.

Development properties include an amount of USD 95,302,927 (December 2022 : USD 95,302,927) which is registered as primary mortgage in the favour of commercial bank in Dubai against the borrowings (note 18).

The development properties are located in United Arab Emirates, United Kingdom, Bosnia, Spain and Oman.

9 Escrow retentions

On 3 November 2022, the Group entered into joint venture for the purpose of acquiring, developing and selling the property under the name of 149 OPL Ltd ("joint venture") domiciled in the United Kingdom.

In accordance with the joint venture agreement, the Group and the other investor have subscribed to deep discount bonds issued by 149 OPL Ltd in the proportion of their respective ownership interest. On 3 November 2022, the Group has subscribed for bonds with nominal value of USD 5,919,512 at a discounted price of USD 4,932,926. Further, the discount rate is 10% per annum and maturity period for the bond is two years.

The following table summarises the financial position of Group's joint venture for the year ended:

Loan to joint venture is unsecured, repayable on demand and does not carry any interest.

12 Property and equipment

13 Right-of-use assets and lease liabilities

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

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 2023 is USD 165,477,358 (31 December 2022: USD 125,492,668). The Group expects to recognise these unsatisfied performance obligations as revenue over a period of 1 to 5 years.

16 Retention payable

The above represents amount payable for the land contributed by joint development partner under the JDA. This liability is secured against development property (note 8). The property has been purchased on a deferred payment plan with the final instalment due on the completion of the project i.e. on or before December 31, 2025. The above liability is discounted at the rate of 8.5%.

18 Loans and borrowings

The Group has following secured interest-bearing borrowings:

• On 26 May 2023, the Group has obtained financing facility of USD 204,220,558 (AED 750,000,000) from a commercial bank in UAE which is guaranteed by majority shareholder and Ultimate parent company of majority shareholder with a contractual maturity by July 2027 repayable in half yearly instalments.

Further, during the year, the Group has drawn USD 68,073,520 (AED 250,000,000) at an interest rate of 3 months EIBOR plus 2.30% per annum. The amount of undrawn facility as at 31 December 2023 is USD 136,147,038 (AED 500,000,000).

• Additionally, during the current year, the Group entered into a USD 2,224,557 financing facility with a commercial bank in Spain which has been fully drawn. This facility carried interest at 3 months EURIBOR plus 2.50% per annum. This loan has been repaid in current year.
• 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) of which the Group had drawn down USD 72,121,834 (AED 264,867,435). This facility is secured against development property (note 8) in United Arab Emirates, carries interest at 3 months EIBOR plus 2.55% per annum and is repayable by November 2027. The facility is presented in the consolidated financial statements at USD 59,946,264.
• During the year 2022, the Group entered into a USD 4,482,821 financing facility with a commercial bank in Spain which has been fully drawn. This facility carried interest at 3 months EURIBOR plus 2.449% per annum. This loan has been repaid in current year.

19 Related party transactions

The management decides on the terms and conditions of the transactions and services received/rendered from/to related parties as well as other charges, if applicable.

Due from related parties

• These above balances are interest bearing at the rate of 6% per annum and shall be repayable by 21 November 2026.
• Due to related party

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

Transactions with key management personnel

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 2023 and the terms and conditions of any drawdown will be agreed when they occur.

* During the year 2023, the Group held deposits with a bank in the Kingdom of Saudi Arabia rated at investment grade through one of its related parties amounting to USD 67,342,878 (refer to note 5).

20 Income taxes

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

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or 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 deductible temporary differences and carried forward tax losses can be utilised.

As a result, deferred tax assets with a carrying value of USD 1,980,741 (2022: Nil) were recognised during the year. The deferred tax assets relate to unused accumulated losses that the Group believes are recoverable due to the availability of future tax profit against which the tax losses carried forward can be utilised.

21 Share capital

* On 25th January 2023, the Company issued 366,666,594 ordinary shares to Major shareholder for acquisition of Dar Al Arkan Holdings Limited (ADGM) - UAE.

Additionally, on 28th February 2023, the Company issued 21,621,612 ordinary shares at a price of USD 3.33 by way of a private placement on the London Stock Exchange to qualified investors.

**On 30th January 2023, the Company completed a capital reduction, reducing the issued share capital by USD 24,477,775 through the cancellation of 2,447,777,507 shares, this amount and its related share premium has been transferred to retained earnings as it is distributable.

22 Share premium

Additional net assets of USD 279,004,068 received on 25th January 2023 for the issuance of 366,666,594 shares of USD 0.01 each to the Major shareholder in exchange of acquisition of shares in Dar Al Arkan Holdings Limited (ADGM) - UAE amounting to USD 282,670,732 (Note 21).

On 30th January 2023, the Company completed a capital reduction, reducing the issued share capital by USD 24,477,775 through the cancellation of 2,447,777,507 shares, the share premium relating to this reduction amounting to USD 262,664,624 has been transferred to retained earnings as it is distributable.

Additionally, share premium includes an amount of USD 71,783,588 premium received on 28th February 2023, on issuance of 21,621,612 ordinary shares of USD 0.01 each at a price of USD 3.33 (Note 21).

23 Revenue

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 19,367,185 (2022: USD 10,563,687).

Change in estimates:

During 2023, the Group reviewed its revenue recognition criteria for one of its projects due to improved contractor construction performance and buyer behaviour, bringing it in line with the criteria applied to all other projects in the relevant jurisdiction.

The effect of the above changes on actual and expected revenue, cost of sales and selling and marketing expenses was as follows.

• 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

• The current year amount represents reversal of excess provisions made with respect to listing related expenses in the year 2022.

27 Net finance costs/(income)

28 Earning 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:

29 Financial instruments

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 consolidated financial statements.

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

Financial instruments comprise of financial assets and financial liabilities.

Financial assets consist of accounts receivable, cash and cash equivalents, due from related parties, loan to joint venture and other receivables excluding prepayments, advances to suppliers and contractors and VAT refundable. Financial liabilities consist of other payables, interest bearing loans and borrowings, development property liabilities, lease liabilities and accounts payables and provisions.

30 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 (refer to notes 21 and 22).

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 change in consolidated revenue or profit.

The following table summarises the recognised amounts of assets acquired, and liabilities assumed at legal acquisition date:

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31 Financial risk management objectives

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

Foreign currency risk management

The following table details the Group's sensitivity to a 1000 basis points increase or decrease in USD against the relevant foreign currencies.

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 2023. The analysis is prepared assuming the amount of liabilities outstanding at the reporting date was outstanding for the whole year.

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 2023 would be USD 235,507 (2022: USD 240,397). This is mainly attributable to the Group's exposure to variable rate financial instruments.

Liquidity risk management

Contractual Cashflows

Credit risk management

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 interest-bearing loans and borrowings as disclosed in note 18 and equity as disclosed in the consolidated financial statements.

The Group monitors capital using 'net debt' to 'equity'. Net debt is calculated as total liabilities (as shown in the consolidated statement of financial position) less cash and cash equivalents. Equity comprises all components of equity as disclosed in note 21.

The Group's policy is to keep the ration below 1. The Group's net debt to equity ratio at 31 December was as follows.

• Under the Real Estate Regulatory Agency (RERA) regulations, the Group is required to provide letters of guarantees to the Dubai Land Department for all of its projects located in Dubai in the amount of 20 percent. of the construction costs for such projects. The Group holds margin deposits against the letters of guarantee at the bank providing such letters of guarantee. The guarantee margin deposit is refundable on completion of the project.
• During the year 2023, Ashbilia Contracting L.L.C ("contractor") filed a case before the Court of First Instance against Dar Al Arkan Properties L.L.C ("subsidiary"), demanding an amount of USD 339,547 (AED 1,246,986), as specified in the ruling of The Centre for Amicable Resolution of Disputes in Dubai. In response, the subsidiary has filed a counterclaim, requesting a reassessment of the award and seeking compensation totalling USD 1,037,723 (AED 3,811,036) due to the contractor's failure to deliver the agreed-upon works.

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

Except for the above commitments which are for construction works on ongoing projects and ongoing business obligations which are under normal course of business, there has been no other known commitment on Group's consolidated financial statements as of reporting date. These commitments will be funded from Group's existing funds or undrawn loan and borrowing facilities.

35 Staff number and costs

37 Events after the reporting date

Subsequent to 31 December 2023, there have been no events that require disclosure or adjustment to these consolidated financial statements.

Alternative performance measures

The Group uses a number of alternative performance measures (APM) which are not defined within IFRS. The Directors use the APMs, along with IFRS measures to assess the operational performance of the Group. Definitions and reconciliations of the financial APMs used compared to IFRS measures, are included below:

Adjusted performance metrics

Adjusted performance metrics reconciled to statutory reported measures are shown below. The Directors consider these performance metrics provide additional information regarding the Group's core operations and business performance.

(In USD)

Dar Global PLC and its subsidiaries

London - United Kingdom