Invest in Luxury
Annual Report & Accounts 2023
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
2
A sound investment
in an unsettled world.
At Dar Global, we believe there
is no better investment than an
investment in luxury. We take
pride in choosing the best-in-
class locations and properties
to provide lucrative investment
opportunities for our clients.
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
1
About us
READ MORE P11 →
Invest in
Creating Value
READ MORE P12 →
Invest
in Growth
READ MORE P13 →
Invest in
our People
01
Strategic Report
1 About us
2 At a glance
6 Chairman’s Statement
7 Chief Executive Officer’s Statement
9 Financial Review
14 Market Overview
17 Our Strategy
19 Our Business Model
20 Portfolio Overview
32 Risk Management
36 Viability Statement and Going Concern
37 Section 172 Statement
40 Sustainability
44 Task Force on Climate-related Financial
Disclosures
02
Governance Report
50 Chairman’s Corporate Governance Introduction
51 Corporate Governance Framework
54 Board of Directors
56 Senior Leadership Team
57 Audit and Risk Committee Report
61 Nomination Committee Report
63 Directors’ Remuneration Report
74 Directors’ Report
75 Statement of Directors’ Responsibilities
in respect of the Annual Report and the
Financial Statements
03
Financial Statements
78 Independent Auditor’s Report
84 Consolidated Statement of Financial Position
85 Consolidated Statement of Profit or Loss and
Other Comprehensive Income
86 Consolidated Statement of Changes in Equity
87 Consolidated Statement of Cash Flows
88 Notes to the Consolidated Financial Statements
111 Company Statement of Financial Position
112 Notes to the Company Financial Position
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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Our brand partners
USD 361 mn
(FY '23 Revenue: 351% year-on-year growth)
23% EBITDA Margin
(FY '23 EBITDA: USD 83.0 mn)
23% ROE
USD 5.9 bn GDV*
Across our global portfolio of 12 projects
At a glance
Financial Highlights for FY 2023
* Gross Development Value
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Our
global
presence
The Dar Global team
are experts specialised
in the luxury second
home market across
the world.
By utilising its exceptional talent base,
innovative development methods and
centralised infrastructure, Dar Global
seeks to deliver on its purpose: to
provide the finest portfolio of global
luxury living experiences in the world’s
most desirable locations.
Read more about our
properties p20-31 →
LONDON
MUSCAT
SARAJEVO
MALDIVES
BEIJING
MANILVA
MARBELLA
JEDDAH
DUBAI
RIYADH
CASARES
DOHA
BENAHAVIS
OUR OFFICES
OUR PROJECTS
At a glance continued
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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We are
developing
a unique
portfolio of
luxury homes,
many in
partnership
with iconic
global brands.
At a glance continued
Our flagship projects
Dubai
Qatar
BosniaLondon
Oman
URBAN OASIS TOWER
LES VAGUES
DG1DA VINCI TOWER W RESIDENCES
Spain
TIERRA VIVA MAREA
OH SO CLOSE 8MIN-TO-CENTRALOLD PARK LANE
AIDA
SIDRA
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Our legacy
We are building on the legacy of Dar Al Arkan, the leading listed real estate company in Saudi Arabia.
Dar Global is the international residential development business of Dar Al Arkan, its major shareholder, and has grown to a portfolio of 12 projects with an estimated GDV of USD 5.9bn.
Dar Al Arkan: 30 years of growth and successful real estate development
Significant progress made since listing in February 2023
1994 2017 20222007 2023
Dar Al Arkan founded Dar Al Arkan lists on
Saudi Stock Exchange
Dar Al Arkan launched
first international project
in Dubai
Dar Global formed and
expands into Oman, Qatar,
Spain and the UK
Dar Global lists on London
Stock Exchange
February
՟ Listing on
the London
Stock
Exchange
March
՟ Launched
USD 2.4bn
AIDA in Oman
՟ Launched DG1
in Dubai
April
՟ Launched
hospitality
partnership
with Dolce &
Gabbana in the
Maldives
՟ Doha sales
office
established
May
՟ Marbella
sales office
established
՟ c. USD 204m
term loan
secured from
ENBD Bank
՟ Dubai sales
office
established
June
՟ Launched
Tierra Viva,
Spain in
partnership
with Automobili
Lamborghini
July
՟ Launched Oh
So Close in
London
August
՟ Launched
Marea, Interiors
by Missoni
in Spain
September
՟ Launched
8Min-to-
Central
in London
՟ Muscat
sales office
established
՟ First interim
results
published
October
՟ Exploratory
operations in
Greece, Ras Al
Khaimah (UAE),
Morocco, as
well as in New
York and Miami
area (USA)
November
՟ Announced
strategic
expansion into
Saudi Arabia,
targeting
cross-border
investments
and tapping into
international
clients
December
՟ Launched
the first of its
kind Utopia
Residences
furnished by
Pagani Arte in
the Da Vinci
Tower
At a glance continued
30
Years of experience
15,000+
Residential units delivered
500,000m
2
of commercial space
c.9bn
USD in assets
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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.
We are already on our sustainability journey –
our plans are outlined in the Sustainability Review
on pages 40-43.
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
We delivered a successful listing
and completed an important
milestone in our journey.
David Hunter
Chairman
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CEO’s Statement
We have created a unique
offering focused on the
development of luxury second
homes for internationally mobile,
affluent global citizens.
Ziad El Chaar
Chief Executive Officer
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 (in the
table below).
UAE ROW*
No. of Projects 4 8
Total GDV (USD mn) 1,033 4,877
Months since launch (avg.) 17 7
Launched GDV (USD mn) 1,033 1,181
Launched GDV sold (%) 73% 23%
Total no. of units launched 1,158 920
No. of units sold 1,019 479
* Rest of the world
Project portfolio update
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.
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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CEO’s Statement continued
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 allow 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. More information on our
approach can be found on p46 to 48.
Looking forward
Following our successful listing on the London
Stock Exchange (LSE) 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, 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
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Financial summary 2023
0
100
200
300
400
USD in millions
50
150
250
350
80.0
360.6
(214.1)
(68.1)
(0.2)
3.1
1.4 2.0
84.7
Revenue
2022
Revenue
2023
Cost of
revenue
SG&A* Financial
expense
Other
income
FCTR* Tax
credit
TCI*
* SG&A ՟ Selling, general and administrative expenses (including share of loss in JV);
FCTR ՟ Foreign Currency Translation Reserve
TCI ՟ Total Comprehensive Income
Cumulative launched GDV
0
1,000
2,000
2,500
USD in millions
500
1,500
828
1,033
0
490
227 227
1,055
2,215
UAE Oman Qatar Spain UK Total
0
441
0
24
2023
2022
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 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 (FY 2022: USD 5.5 million loss), 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.
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Summarised consolidated statement of profit or loss and other
comprehensive income
Amounts in USD million 2023 2022
Revenue 360.6 80.0
Cost of revenue (214.1) (51.4)
Gross profit 146.4 28.7
Gross profit % 40.6% 35.8%
Other income 3.1 1.9
SG&A expenses (68.0) (38.3)
Finance income (cost) (0.2) 2.9
Share of loss from joint venture (0.1) (0.3)
Profit before tax 81.2 (5.2)
Income tax credit 2.0 –
Profit for the period 83.2 (5.2)
Increase in foreign currency translation reserve 1.4 (0.3)
Total comprehensive income/(loss) for the year 84.7 (5.5)
Summarised consolidated statement of financial position
Amounts in USD million As of FY 2023 As of FY 2022 Change
Cash and Cash Equivalents 228.5 112.6 115.9
Escrow retentions 10.0 5.9 4.1
Trade and unbilled receivables 221.9 40.6 181.3
Advances, deposits and other receivables 60.9 81.1 -20.3
Development properties 216.9 302.3 -85.3
Other assets 29.2 15.5 13.7
Total assets 767.3 557.9 209.5
Trade and other payables 25.7 30.7 -5.0
Advance from customers 57.5 94.5 -36.9
Loans and borrowings 125.4 69.7 55.7
Development property liability 78.6 72.5 6.2
Other liabilities 14.7 9.2 5.4
Total liabilities 301.9 276.5 25.4
Net asset value / Total equity 465.4 281.4 184.0
՟
Financial Review continued
FY 2023 financial highlights
՟ 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 after tax 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 (JDA)
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.
USD 216.3 mn
Total liquidity
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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Our capital light business model enables us to scale
rapidly and achieve higher returns by executing our
projects through joint development agreements with
landowners, pre-selling units off-plan and raising
opportunistic financing.
Invest in
Creating
Value.
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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12
Our target market includes the growing number of HNWIs and UHNWIs,
who are seeking to diversify their property portfolios and hedge against
inflation or currency movements. We engage with our clients through our
80+ dedicated sales professionals in eight global sales offices, as well as
through broker relationships in over 60 global cities.
Invest in Growth.
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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We employ over 250 people from over
40 countries and we are committed
to supporting their career progression
through training, one-to-one coaching
and prioritising internal promotion. Our
internship programme in Dubai is building
a pipeline of potential graduate recruits for
the future.
Invest
in our
People.
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
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HNWI (millions)
0
20
40
60
80
100
120
0
100
200
300
400
500
600
700
800
UHNWI (thousands)
0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
Billionaires (thousands)
Market Overview
Definitions
HNWIs
High-net-worth individual – someone with assets
worth USD 1 million or more.
UHNWIs
Ultra-high-net-worth individual – someone with
assets of USD 30 million or more.
Positive long-term trends show that the number
of UHNWIs is forecast to rise by 28.5% from 2022
to 2027. In parallel, the number of HNWIs saw a
growth of 2.9% last year, which is expected to grow
further by a remarkable 57% over the next five
years – taking it from just shy of 70 million to more
than 109 million people globally*.
Primary and secondary residences account for
32% of global HNWIs total wealth**. Global HNWIs
consider residential property to be amongst the
safest asset class, with the Wealth Report Attitudes
Survey 2023 by Knight Frank also indicating
that property holdings are likely to increase
going forward.
Dar Global’s key target market is
the growing number of HNWIs and
UHNWIs who seek to preserve
and grow their wealth. Some of
the strategies they use to achieve
these objectives include investing
in luxury residences, to hedge
against inflation and currency
movements as well as to diversify
their investment portfolios.
These factors influence demand for second homes,
which is further boosted by increasing global
mobility as advances in technology enable owners
to run their businesses from anywhere and the
introduction of golden visas that confer residency
based on investments of a certain size.
An expanding target market
According to research from Knight Frank, the
global population of UHNWIs declined by 3.8% in
2022 due to sharply rising interest rates and more
challenging geopolitical conditions, numbers in
the GCC, Africa and Latin America proved resilient,
continuing to grow.
Source: Knight Frank (The Wealth Report 2023).
Global wealth creation
Historic and forecast population
* Source: Knight Frank Global Branded Residences Report 2023.
** Source: Knight Frank The Wealth Report Attitudes Survey 2023.
2017 2021 2022 2027 Estimates
28.5%
Rise in UHNWIs segment
forecasted from 2022 to 2027
109m
Estimated HNWIs
by 2027
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0
20
40
60
80
100
2022 Q1 2022 Q2 2022 Q3 2022 Q4 2023 Q1
10
30
50
70
90
0
200
400
600
100
300
500
2023201320031993198319731963
0
800
400
No. of schemes
Market Overview continued
Rising demand for luxury property
Demand for luxury second homes has been robust
despite the subdued global economy and rising
global interest rates, reflecting the relatively
inelastic nature of demand in this segment.
Dubai in particular has performed strongly in
the first half of 2023 recording over 57,000 total
residential sales, up 43.2% on the same period last
year, the highest total on record to date*.
The Knight Frank Prime International Residential
Index (PIRI 100) indicates that average luxury
house price growth slowed to 5.2% last year,
although with 17% of global UHNWIs buying a
home in 2022 this was still the second strongest
year on record. Prices for higher-value properties
in desirable locations have increased, bucking
According to a report by Savills, branded
residences have commanded significant premiums
(average c. 30%) when compared with unbranded
residences, driven by the focus on quality, best-
in-class facilities and design. Originating in North
America, the popularity of branded residences has
spread across geographies including emerging
markets. Asia Pacific and Central and South
America particularly have shown strong growth,
which alongside the GCC represent over 50% of
global schemes. Higher premiums for branded
residences are often found in emerging markets.
the trend seen in the broader global residential
real estate segment. Some 85 of the 100 markets
tracked saw positive price growth, led by Dubai
(44%), cementing its status as a second home hub
for global UHNWIs.
The branded residence market
Within the luxury homes segment, the luxury
branded residence market covered 324 schemes
in 2022 comprising over 26,000 residential units
across 52 countries. Among the tracked schemes,
186 are live and operational, with 138 in the
pipeline. Schemes with known opening dates,
point to a sector growing by an average of 12%
each year up to 2026. Saudi Arabia and Vietnam
are the fastest-growing markets in terms of
development numbers, while the UAE, Mexico and
the UK have significant projects in the pipeline**.
Prices for higher-value
properties in desirable
locations have increased,
bucking the trend seen in the
broader global residential
real estate segment.
Number of $10m+ residential sales Evolution of branded residential schemes
Source: Savills.
Dubai London Global (RHS)
Source: Knight Frank.
Resort Urban Urban Resort
* Source: CBRE Research, UAE Real Estate Market Review Q2 2023.
** Source: Knight Frank Global Branded Residences Report 2023.
57,000
Total residential sales in Dubai
in the first half of 2023
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0
200
1983 20031993 2013 2023 2033F
400
600
800
1,000
1,200
1,400
1,600
1,800
0%
1%
2%
3%
4%
5%
6%
7%
8%
Percentage of total global hotel supply
Luxury hotel supply (000’s)
0
50
1983 20031993 2013 2023
100
150
200
250
0%
5%
10%
15%
20%
25%
30%
Percentage of total global luxury hotel supply
Ultra-luxury hotel supply (000’s)
2017
9.8
10.3
10.7
5.4
11.8
12.7
10.6
6.9
2018
2019
2020
2021
2023F
2024F
2025F
Billions of nights
2026F
2027F
13.5
14.0
2022
9.2
Market Overview continued
Global hotel demand
Overnight stays in hotel
The luxury hotel market
The key target markets for luxury properties and
luxury hotels are the same – global HNWIs – and
the luxury hotel supply (number of rooms) is often
used as a proxy for travel and secondary luxury
residence demand within a particular country
or region. Luxury hotels as a share of total hotel
supply has increased from 6% in 1983 to 7% in
2023 and is expected to reach around 8% by 2033.
Within the luxury hotel category, “ultra-luxury”
hotels targeted at UHNWIs, have increased by 8%
to 28% of supply in 2023, reflecting expectations
of growing demand and a continued rise in the
number of UHNWIs.
Hotel stays have been recovering slowly but
steadily since the COVID-19 pandemic with 2022
volumes still 14% below 2019’s total, with the
pre-pandemic peak not expected to be exceeded
until 2024.
Attractive geographic markets
Dar Global is focused on key geographic markets
in the GCC and Europe where management’s
assessment of conditions for luxury homes
markets are favourable. Details on each of these
markets is included in the Portfolio Review section
of this Annual Report on pages 20-31 outlining
the key drivers and characteristics of these
attractive regions.
The countries in the GCC in particular have no or
low personal income taxes, and in light of upper
income tax bracket rates across Europe, offer
highly favourable fiscal conditions, particularly for
HNWIs. These countries have all seen positive net
migration over the last 50+ years*.
The Dar Global Board has recently authorised a
strategic expansion into the fast growing real estate
market in Saudi Arabia. This is being driven by a
buoyant economy combined with the government’s
Vision 2030, an ambitious plan to diversify the
Kingdom’s economy away from its dependence on
oil, which will include investing USD 1.25 trillion in
infrastructure and real estate projects. The non-oil
economy is expected to have grown by 5% in 2023
according to the IMF, reflecting government policies
and accelerating domestic demand. The Saudi
government also aims to increase the kingdom's
population from 37 million (2022) to 50 million
(2030) with 50% of the increase coming from
non-Saudis, and will be changing freehold laws
making it easier for expatriates to buy property,
significantly boosting demand.
The Knight Frank survey of 1,014 Saudi national
households suggests that 40% of respondents
plan to buy homes in the next year, and 16% of
these will be second homes**. A large proportion
of those surveyed are expected to buy a branded
residence in 2023, making Saudi Arabia one of
the fastest growing markets for this segment. As
branded residences are currently very limited, this
represents an opportunity for Dar Global.
Riyadh and Jeddah are together expected to
see real estate and infrastructure development
projects worth over USD 200 billion by the end of
2030**. The Knight Frank report also identifies that
construction of 550,000 residences and 330,000
hotel rooms are forecast for 2030, supported by
plans to develop the world’s largest airport by
passenger capacity, King Salman International
Airport in Riyadh.
Opportunities for Dar Global
Dar Global's team has an exceptional track record
of developing luxury homes and an expanding
distribution network of sales offices and brokers
globally. It is well-positioned to take advantage of
the growing, attractive segments of luxury second
homes and luxury hotel markets, with its key global
brand partnerships, and growing reputation for
high-quality offerings.
28%
Share of “ultra-luxury”
hotels within the luxury
hotel segment
Global luxury hotel supply
1
Americas APAC EMEA Global Portion (RHS)
Source: Knight Frank, Oxford Economics.
Global ultra-luxury hotel supply
1
* Source: Knight Frank Wealth Report 2023.
** Source: Knight Frank The Saudi Report 2023.
Source: JLL: The evolution of luxury hotel hospitality May 2023.
1 Supply represents number of total global rooms (in thousands).
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Our Strategy
Our vision
Our ambition is to become a top 50 global
real estate developer.
Our strategy
We are focused exclusively on developing luxury
residential properties for HNWIs and UHNWIs in
the most desirable locations across the GCC, UK
and Europe.
Our goal
Our goal for Dar Global is clear: to be the first real
estate company that addresses the needs of a new
society of global citizens, with a luxury offering that
is both great to live in and great as an investment.
Ziad El Chaar, Chief Executive Officer
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Our Strategy continued
Strategic
objectives
Progress
during 2023
Priorities
for 2024
01
Focus on developing
luxury second and vacation
homes in
prime locations
՟ Asset acquisition at attractive valuations –
Tierra Viva and Marea in Spain.
՟ Joint development agreements ՟ AIDA in Oman,
Les Vagues in Qatar, W Residences in Dubai.
՟ Refurbishments and repositioning existing
assets ՟ Old Park Lane in London and Da Vinci
Tower in Dubai.
՟ Launch of own brand project ՟ DG1.
՟ Explore the potential of new markets such as
Greece and Morocco.
՟ Achieve construction milestones on active
projects: W Residences, DG1, Da Vinci Tower
and AIDA.
՟ Acquire land plots in the UAE for development
and sale of residential units.
02
Grow our best-in-class sales
and distribution network
to target an expanding
international group of
HNWIs and UHNWIs
՟ Opened new sales offices in four countries
bringing the total to eight, with more than
80 sales professionals.
՟ Built direct relationships with brokers in over
60 cities globally.
՟ Expand global footprint with new offices in
prime locations.
՟ Continue to grow our broker network.
՟ Ramp up our global sales effort and initiatives
to accelerate customer collections.
03
Collaborate with luxury
brands to develop and
market residential and
hospitality real estate
projects, and to deliver
increased sales volumes
at a premium over non-
branded properties
՟ Long-term strategic partnership signed with
Dolce & Gabbana with initial focus on the
hospitality sector in the Maldives.
՟ Launched three new co-branded projects
with Automobili Lamborghini, The Trump
Organization and Missoni.
՟ Handover of Urban Oasis Tower (Dar Global’s
first co-branded project with Missoni).
՟ Expand our range of luxury brand
partnerships.
՟ Commence work on the hospitality phase of
the AIDA project.
04
Use our capital light
business model to
accelerate growth and
drive higher returns –
implemented through
executing JDAs/JVs* and
off-plan sales
՟ Launched Phase 1 of AIDA ՟ our largest
project – developed under a JDA with the
OMRAN GROUP (Oman Tourism Development
Company), a local government entity.
՟ Delivered ROE of 23% for full year 2023.
՟ Continue to seek joint development
opportunities with strategic partners.
՟ Build a pipeline of projects to generate stable
returns in the medium term.
՟ Launch our first project in Saudi Arabia.
* JDA: Joint Development Agreement
JV: Joint Venture
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Our Business Model
We use our
key strengths
To create value through
our well-defined strategy
For our
stakeholders
Customers
Investors
Our people
Brand partners
Communities
19
Sourcing capabilities
Our agile approach includes JDAs and JVs
with landowners to deliver lower land costs
and higher returns on capital.
Our focus on developing second and
vacation homes in prime locations
Diversified geographic
exposure
Our real estate projects span multiple
countries in the GCC, UK and Europe.
Our capital light business model
Cost discipline
In-depth project management skills
combined with focused control of budgets.
Our collaboration with luxury brands
to develop and market residential and
hospitality projects
Highly experienced
management
team
Over 65 years of experience within the
executive team combined with the delivery
of over 75 residential towers.
Our best-in-class sales and distribution
network targeting the internationally mobile
HNWIs and UHNWIs
Our core activities
Land
sourcing
Project
planning
Sales and
marketing
Project and construction
management
Completion and
handover
Details on our strategy for growth can be found on p18 →
Details on our stakeholders can be found on p37 →
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Number of transactions
0
2,000
4,000
6,000
8,000
10,000
12,000
2019 2020 2021 2022 2023
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Year-on-year % change
-50
-25
0
25
50
75
43.2%
18.9%
75.3%
100
150
200
175
125
2019 2020 2021 2022 2023
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
May
Portfolio Overview
A global
hub
DUBAI, UAE
Dubai is known to be one of the best places in the world
to live, work, vacation, and invest in. Its social, economic
and service-friendly environment coupled with its title as
the safest city in the world, offers residents and investors
numerous advantages over other countries. Dubai is now
one of the most attractive real estate markets to invest in,
and has become a modern global hub.
The Dubai luxury property
market has seen exceptional
growth in the number and
value of transactions.
Dubai residential transactions
Why Dubai
Dubai is an exciting location for prospective
homeowners. In addition to an attractive golden
visa scheme, Dubai has no income or property
taxes and allows 100% ownership of freehold
properties. In January 2023, Dubai announced
D33, its plan to double the size of its economy
over the next 10 years. As well as outlining a
new roadmap for the Emirate to double its foreign
trade and emerge as the world’s fourth most
prominent financial centre behind New York,
London, and Singapore by 2033, this will drive
population growth. The population is expected
to approach 6 million, up from 3.5 million today,
bringing with it the need for a significant increase
in residential housing*.
Market overview
The Dubai residential market saw robust activity
in 2022 and 2023, coming back from a dip during
the COVID-19 pandemic. By September 2023, total
transactions reached 87,163 (FY 2022: 90,881),
reflecting very strong demand for property in
the city.
Ready Off-Plan Total
* Source: Knight Frank Dubai Residential Market Review Summer 2023.
Ready Off-Plan
Source: CBRE Research/REDIN.
Dubai (all residential transactions) – cash vs. mortgage buyers
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0
50
100
150
200
250
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 H1
2023
2022
Q1 2022
Q4 2021
Q3 2021
Q2 2021
Q1 2021
Q2 2022
Q3 2022
Q4 2022
Q1 2023
Q2 2023
0% 20% 40% 60% 80% 100%
Portfolio Overview continued
Dubai (all residential transactions) – cash vs. mortgage buyers
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*. As well as strong volumes
of transactions, the UAE, in particular the Dubai
residential market, has seen strong price growth
with prices climbing 44% in 2022**.
This is particularly evident in the high-end segment
of the market where 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 HWNI nature of the buyers***.
Number of USD 10 million + transactions in Dubai
Average
transaction
price in H1
2023
AED
6,700
psf
Cash buyers Mortgage buyers
Source: Knight Frank, Property Monitor.
Source: Knight Frank, REIDIN.
URBAN OASIS TOWER
* Source: CBRE UAE Real Estate Market Review and Outlook Q3 2023.
** Source: JLL The UAE Real Estate Market Overview Q3 2023.
*** Source: Knight Frank Dubai Residential Market Review Summer 2023.
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Portfolio Overview continued
Our projects in Dubai
Status
Undergoing interior
refurbishment
Scheduled completion
December 2024
Launched
Q4 2022
85
No. of units
Status
Pre-completion
Scheduled completion
March 2024
Launched
Q4 2021
467
No. of units
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.
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.
Da Vinci TowerUrban Oasis Tower
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Portfolio Overview continued
Our projects in Dubai
DG1
Status
Pre-sales
Scheduled completion
December 2026
Launched
Q1 2023
223
No. of units
Status
Under construction
Scheduled completion
June 2026
Launched
Q1 2022
383
No. of units
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.
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.
W Residences
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Portfolio Overview continued
A new investment
destination for
global investors
OMAN
Oman is quickly becoming one of the most prominent cultural
hubs in the region and is rapidly becoming a prime investment
destination due to its attractive benefits. From its favourable
tax environment and its strategic location as a gateway to the
Middle East and Africa, Oman offers countless opportunities for
businesses to grow and thrive.
Residential market
growing steadily
Why Oman
Oman has a stable, growing economy and is one
of the safest countries in the world. Ideally located
with easy access to Africa and the Indian sub-
continent, it is home to a vibrant expatriate and
investor community with over 100 nationalities
represented. The Government is aiming to build a
tourism hub to capitalise on the massive potential
for growth over the next 15 years. Similar to
Dubai, Oman offers a golden visa giving lifetime
residence with 100% freehold ownership for
all property investors (no minimum threshold).
Personal, inheritance and capital gains taxes are
zero, alongside a series of tax incentives for foreign
investment including a 25-year exemption from
corporate income tax (only applicable to the special
economic zone) and a lifetime residency visa for
project investors.
Market review
The residential real estate market in Muscat, Oman
has seen steady growth over recent years, with a
focus on developing new residential projects. More
recently, land prices in the Sultanate reportedly 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.
AIDA
Phase 1 Status
Pre-sales
Scheduled completion
March 2027
Launched
Q1 2023
616
No. of units in Phase 1
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.
* Source: Hamptons International, Muscat Real Estate Market Overview, Q3 2023.
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0
200.000
400.000
600.000
800.000
2016 2017 2018 2019 2020 2021 2022 2023 (E)
-20%
0%
20%
40%
60%
1,400
1,500
1,700
1,900
2,000
2,100
2,200
Q1 ’15
Q2 ’15
Q3 ’15
Q4 ’15
1,600
1,800
-4%
-2%
4%
6%
8%
0%
2%
Q1 ’16
Q2 ’16
Q3 ’16
Q4 ’16
Q1 ’17
Q2 ’17
Q3 ’17
Q4 ’17
Q1 ’18
Q2 ’18
Q3 ’18
Q4 ’18
Q1 ’19
Q2 ’19
Q3 ’19
Q4 ’19
Q1 ’20
Q2 ’20
Q3 ’20
Q4 ’20
Q1 ’21
Q2 ’21
Q3 ’21
Q4 ’21
Q1 ’22
Q2 ’22
New build (NB) and existing houses (EH) prices in Spain
Total number of transactions in Spanish real estate market
2016–2023 (E)
NB (€/sq m) EH (€/sq m) NB (y-o-y, %) EH (y-o-y, %)
Source: Research Knight Frank I Ministry of Public Works.
Number of transactions Year-on-year %
A leading
destination
in Europe
SPAIN
Spain is considered one of the most attractive countries for
real estate investments on the European continent, especially
along its southern coast. Its privileged geographic location
is ideal for living and international business, as it connects
Europe, South America and the African continent.
Buyer appetite
remains strong
Why Spain
According to the IMF, the Spanish economy is
expected to have grown at a more moderate 2.5%
in 2023, compared to 4.8% in 2022 which marked
its recovery from COVID-19*. In line with the rest of
Europe, the main economic risks include the impact
of higher interest rates. Despite this, the Costa del
Sol region of Spain remains an active market for
overseas buyers with 70% of homes purchased by
international buyers**.
Market review
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 this, prices continue to rise, albeit at a
slower rate than in the past. The new build market
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 favourite destinations***.
Portfolio Overview continued
* Source: IMF, Data mapper October 2023, Real GDP Growth.
** Source: Spain’s Notaries’ Association.
*** Source: Knight Frank Global branded residences report 2023.
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Tierra Viva
Our projects in Spain
Portfolio Overview continued
Marea
Status
Pre-sales
Scheduled completion
June 2027
Launched
Q3 2023
64
No. of units
Status
Pre-sales
Scheduled completion
December 2026
Launched
Q2 2023
53
No. of villas
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.
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.
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Manilva (Tabano)
Our projects in Spain
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 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.
4,650,092 m
2
The total land area of the Tabano project
Portfolio Overview continued
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50
100
150
200
250
300
400
350
Jan 18 July 18 Jan 19 July 19 Jan 20 July 20 Jan 21 July 21 Jan 22 July 22 Jan 23
The beacon
of the region
QATAR
Within a short period of time, the State of Qatar has
made great strides. It has championed culture, education,
healthcare, infrastructure and technology, resulting in a
nation that is diverse and rich in experiences, such as the
successful hosting of the FIFA World Cup in 2022.
A stable economy with one
of the highest per capita
GDPs in the world
Why Qatar
As a resource-rich country, Qatar has the third
largest proven gas reserves in the world, after
Russia and Iran*. By contrast, it is a small country
with a population of only 2.7 million in 2023**.
Government incentives towards investments and
second homes are increasing international interest
following a successful FIFA World Cup 2022 and
the introduction of a new law loosening foreign
property ownership rules in 2020. These included
an increase in the number of locations in which
non-Qataris can purchase real estate and the
introduction of two real estate-related residency
programmes. Residency permit is granted on a
property investment worth at least QAR 730,000
(c.USD 200,000) and free education and healthcare
benefits are added for property investments worth
at least QAR 3,650,000 (c. USD 1 million). In 2023,
the government introduced a new Real Estate
Regulatory Authority to streamline the sector,
providing information to help investors make
informed decisions and linking in other government
agencies to ensure the sector operates smoothly.
In line with other GCC countries, Qatar has low
taxation rates and zero tax on property income.
With its stable economy and strong international
travel connections through Qatar Airways, Qatar is
well positioned to attract investment from HNWIs
into residential property.
Portfolio Overview continued
No. of residential real estate sales transactions in Qatar
Jan 2018 –Feb 2023
Source: Cushman & Wakefield.
Market review
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 is the most preferred residential
investment target, with an average budget of USD
1.8 million***.
* Source: British Petroleum, Statistical Review of World Energy 2021.
** Source: Worldometer Nov 2023.
*** Source: Knight Frank Qatar Real Estate Market Review Summer 2023.
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Les Vagues
Our project in Qatar
Portfolio Overview continued
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
Scheduled completion
Q1 2027
Launched
Q4 2022
160/303
Launched units/
Total no. of units
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Portfolio Overview continued
A major
global city
London, United Kingdom
London is one of the world’s major global cities; diverse
in culture, steeped in history and one of the biggest
financial centres in the world. London is also the most
visited city in Europe.
A major
financial centre
Why London
Prime central London, where Dar Global operates,
has a number of factors which differentiate it
from the wider housing sector. More than half of
all owner-occupier homes in this area have no
mortgage and cash purchases make up a large
proportion of sales, so it is likely that the recent
mortgage rate volatility will have less of an impact
than in other parts of the United Kingdom.
Market review
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. Whilst
uncertainty surrounding the short-term economic
outlook and recent tightening in monetary policy
are impacting London house prices, which
witnessed a 2.4%* annual decline in 2023, the
fundamentals of prime central London continue to
look favourable over the coming years.
* As per Nationwide’s House Price Index (HPI).
Old Park Lane
Status
Pre-completion
Scheduled completion
Q1 2024
Launched
Q4 2022
1
No. of units
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.
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Our projects in the United Kingdom
Portfolio Overview continued
8mins-to-Central Oh So Close
Status
Under construction
Scheduled completion
June 2024
Launched
Q2 2023
17
No. of units
Status
Under construction
Scheduled completion
June 2024
Launched
Q2 2023
9
No. of units
Located within the leafy community of West Ealing, this
project comprises of two 3-storey houses divided into
luxury flats.
Situated only minutes from central London on the new
Elizabeth underground line, this is a low-rise building
housing meticulously designed apartments.
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Risk Management
As with any business, we expose ourselves
to risk in pursuing our strategic priorities to
create value for stakeholders.
The risks facing the Group could have a material
adverse effect on the implementation of the
Group’s strategy, business, financial performance,
shareholder value, returns, and reputation. During
2023, we reviewed and modified our Group Risk
Management Framework and Risk Policy providing
a more robust approach. We integrated climate-
related risks, and further strengthened our ability
to identify, assess and mitigate potential adverse
impacts for our stakeholders.
Under the new framework, the
Company’s risks are categorised
under two broad headings:
՟ Strategic and financial risk: impacting the
Company’s profitability, solvency and liquidity.
It is affected by exposure to economic cycles,
interest rates, geopolitical risk, market risk and
credit risk. Management of these risks is driven
by high-level decision-making on strategic
direction, composition of our capital, target asset
allocations, and treasury management.
՟ Operational risk: covers risks including
construction risks, operational risk in the back-
office, third party risk, climate risk, reputational
risk, and regulatory compliance related risks.
These risks are generally managed by front
line employees.
Our approach to risk management combines a
top-down strategic review of risk appetite limits by
the Board, and a bottom-up review and reporting
of risk by senior management. The roles and
responsibilities of the Board and management
in the identification and management of risk are
summarised below.
Governance
The Board has the overall responsibility for risk
oversight, for ensuring there is a robust risk
management and internal control system, and for
determining the Group’s appetite for exposure to
the principal risks that could impact the Group’s
ability to achieve its strategy. The Audit and Risk
Committee supports the Board in the oversight
and management of risk and is responsible
for reviewing the effectiveness of the risk
management and internal control processes during
the year. The CEO is primarily responsible for the
day-to-day management of these risks, with the
support of the leadership team and other senior
managers located throughout the business. The
Risk Management department provides guidance
on the standards for assessing and reporting
risks and provides review and challenge to the
business. Updated policies underpin a formal
annual risk assessment with particular focus on the
principal risks to ensure they remain appropriate
for the control of the business. This assessment
also includes a review of key and emerging
risks identified by the management team and
consideration of relevant mitigating factors.
Risk appetite
The risk appetite statement is agreed annually
by the Board detailing risk appetite and tolerance
levels for the Group. In setting these, the Board
considers the expectations of its shareholders and
other stakeholders whilst recognising the cyclical
nature of the business.
Identification of risks
Our risk management framework defines the
procedures to identify, manage and mitigate
the risks inherent to the business, and provides
reasonable assurance against material
misstatement or loss. In determining the risks
faced by our business, consideration is given to
both internal and external factors and emerging
risks, in addition to the timeframe in which such
risks might occur. The register documents both
the inherent risks before consideration of any
mitigations and residual risks after consideration
of effective mitigations.
Evaluation of risks
A risk scoring matrix is used to ensure risks
are evaluated on a consistent basis. Our matrix
considers likelihood based on probability of
occurrence and impact on the business, based on
financial, reputational, customer, health and safety,
employee, environmental, operational, legal and
regulatory perspectives. Each risk is evaluated
over an appropriate timeframe at the inherent and
residual levels and considered for inclusion in our
principal risks, with residual risks assessed against
our risk appetite. Our bottom-up risk assessments
consider emerging risks that could potentially
impact the Company’s risk profile, but cannot be
fully defined as a specific risk at present.
Dar Global’s risks
Strategic and financial
risk
Strategic risk, economic cycle risk,
market risk, credit risk, political
risk, investment risk, solvency risk
and liquidity risk
Operational risk
Construction, resilience, cyber, third
party, legal, people, environmental,
financial crime, reputational,
regulatory compliance
During 2023, we reviewed
and modified our Group Risk
Management Framework
and Risk Policy providing a
more robust approach.
Our risk management
framework defines the
procedures to identify,
manage and mitigate the
risks inherent to the business,
and provides reasonable
assurance against material
misstatement or loss.
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Business Risk
Strategy & capital planning Level and type of risk
Risk appetite
Executives
and the
Board
Business processes and decision-making
Operational limits, risk assessments
Front Line
Top - down Bottom-up
Policies, risk appetite limits
with Board oversight
Monitoring and reporting
Management
Overall assessment
The Board has carried out a robust assessment of the
emerging and principal risks facing the Group, including those
that would threaten its business model, future performance,
solvency or liquidity.
The Group is willing to accept a moderate level of operational
risk, consistent with the norms of our industry and in line with
the practices of our peers, to deliver acceptable financial returns
for the business.
To ensure the Group’s business model remains financially
resilient over time, management has chosen a two year horizon
to model risk scenarios alongside achievable mitigating actions.
The results are presented in the Viability Statement on page 36.
To ensure the Group’s business model
remains financially resilient over
time, management has chosen a two
year horizon to model risk scenarios
alongside achievable mitigating actions.
Management of risks
Ownership and management of individual risks is assigned to senior management as appropriate.
They are responsible for reviewing the design and operating effectiveness of the internal control
systems, for considering and implementing risk mitigation plans and for the semi-annual review
of identified risks, which is reported to the Board Audit and Risk Committee.
Risk Management continued
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Principal risks and uncertainties
Strategic and financial risk
Risk description Remediation / Mitigation
1. Property market cycles and interest rates
Changes in macroeconomic environment or
tightening of financial conditions may lead to falling
demand through a reduction in the wealth of our
target affluent customer demographic. This could
result in reduced sales volumes and affect our
ability to provide profitable growth.
Availability of suitable land at appropriate cost
is also strongly impacted by property market
conditions, and the incorrect timing of purchases
could impact future profitability.
՟ Critical assessment of target location and
underlying demand.
՟ Conservative deployment of capital.
՟ Joint venture agreements for suitable land and
partners.
՟ Frequent review of pricing.
՟ Strong relationships with key brokers.
՟ Geographical diversification.
2. Capital availability and solvency
Lack of sufficient financing may restrict our ability
to respond to changes in the economic
environment, and take advantage of appropriate
land buying and operational opportunities to deliver
strategic priorities.
՟ Disciplined capital management.
՟ Secured funding lines for future opportunities.
՟ Strong and supportive majority shareholder.
Strategic and financial risk continued
Risk description Remediation / Mitigation
3. Political risk
Significant political events locally and globally may
impact Dar Global’s business as customers may be
reluctant to make purchases due to uncertainty,
sanctions may cause supply chain disruption, and
changes in local laws may increase costs or cause
delays to projects.
՟ Diversification across several jurisdictions,
with the majority considered safe havens by
wealthy investors.
՟ Conservative capital policy enables
management to tolerate lower sales volumes
and avoid steep price cuts.
Operational risk
4. Contractor ability to deliver on time with high quality/low defect
Failure to achieve excellence in construction,
such as late completion of works, design
and construction defects and deviation from
environmental standards, could expose the
Company to future remediation liabilities, and
impact future sales through reputational damage.
՟ Rigorous contractor due diligence.
՟ Legally binding contractual terms.
՟ Stringent quality assurance through build
programme oversight by both Dar Global
engineers and independent consultants.
Our disciplined capital management,
secured funding lines for future
opportunities and strong and supportive
majority shareholder can help us
mitigate any capital risks.
Risk Management continued
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Principal risks and uncertainties continued
Operational risk continued
Risk description Remediation / Mitigation
5. Legal risks: joint venture and branding
Differences in interpretation of goals, roles, and
responsibilities of each partner. Underperformance
by one or more parties, or a change in control/
financial stability of one of our partners may lead to
protracted delays in executing and legal recourse,
which could result in large losses and reputational
damage to Dar Global.
՟ Extensive due diligence on all partners.
՟ Contractual agreements detailing roles,
responsibilities and performance requirements,
defined through pre-agreement discussions to
effectively address and allocate ownership of
risks and potential liabilities between parties.
՟ Effective, frequent communication and updates
to all relevant parties throughout the life of
each project.
6. Labour standards and health & safety
Health and safety, or environmental breaches can
impact Dar Global’s employees, subcontractors
and site visitors, and result in reputational damage,
criminal prosecution, civil litigation, increased cost
and delays in construction.
՟ Robust health and safety procedures for all
construction sites.
՟ Regular health and safety monitoring,
external audits of all sites, and regular
management reviews.
՟ Contractual requirements for all subcontractors
to abide by high standards of safety.
Risk description Remediation / Mitigation
7. Cyber and data risk
The Group places significant reliance upon the
availability, accuracy, and confidentiality of all of
its information systems and data. It could suffer
significant financial and reputational damage from
corruption, loss or theft of data.
To address the residual risk, the Group:
՟ Initiated a comprehensive Information
Security Programme to complement existing
controls, addressing any vulnerabilities and
implementing best practices with the support
of specialist external third parties.
՟ Deployed multi-factor authentication on
key platforms.
՟ Uses cloud-based services reducing
centralised risk exposure.
8. Employee relations
Increasing competition for skills may mean we are
unable to recruit and/or retain the best people.
Together with a failure to consider the retention
and succession of key management could result in
a failure to deliver our strategic objectives, a loss of
corporate knowledge and competitive advantage.
An initiative is underway to enhance:
՟ Succession and leadership training.
՟ Personal development plans.
՟ Monitoring attrition rates, attendance and
feedback from exit interviews.
We have robust health and safety
procedures for all construction sites
along with regular health and safety
monitoring and external audits of
all sites.
Risk Management continued
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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.
Viability Statement
In accordance with the 2018 UK Corporate
Governance Code, the Directors and senior
management have assessed the prospects and
financial viability of the Group over a period longer
than 12 months, considering both its current
position and circumstances, and the potential
impact of its highest severity principal risks.
For the viability statement, the Directors consider
that a two-year review period is appropriate given
the level of maturity of the Company. The Group
considers a wide range of information relating to
present and future business conditions, including
those impacting on expected profitability, cash
flows, and funding requirements.
The Group continues to be subject to its principal
risks, which are detailed alongside mitigations
on pages 34 to 35. This Viability Statement
considers the effect plausible risks that could have
the highest impact on its longer-term prospects
and ability to meet its targets in current market
conditions over the review period.
This assessment included a reasonable worst-
case scenario in which the Group’s principal
risks manifest to a severe but plausible level. The
current economic environment presents significant
macroeconomic uncertainties, most notably
around rising inflation and interest rates and their
consequent impacts on global economic growth,
as well as investor confidence and spending.
Therefore, the downside scenario used in the
assessment is Property market cycles and interest
rates risk, which was considered the category
whose combination of underlying risks carry the
greatest threat to the Group’s resilience. The Group
considered a range of sensitivity analyses for the
following downside scenario:
՟ Economic and property market downturn from
the continued higher interest rate environment,
resulting in the following deviations from
forecasts:
՟ a material decrease in sales and
՟ a significant slowdown in collections.
՟ Sustained higher than expected inflation
rates and supply chain tightness despite the
downturn resulting in higher than expected
construction costs.
Through its geographic diversification, asset light
model, conservative deployment of capital and
strong parent support, the Group is able to operate
under the described scenario within its current
facilities and meet its liabilities as they fall due in
the assessed period, and the Group will maintain
adequate working capital throughout the viability
review period.
The Group has a range of additional options to
maintain its financial strength, including a reduction
in overheads and flexibility to slow down in
work in progress in line with the fall in expected
sales; these changes would not prevent the
Group’s ability to seek attractive new investment
opportunities and grow over the long term.
Based on results of the analysis, the Directors
have a reasonable expectation that the Group
will be able to continue in operation and meet its
liabilities as they fall due over the two-year period
of their assessment.
Viability Statement and Going Concern
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Section 172 Statement
Engaging with our stakeholders
Engagement with stakeholders
We believe that taking into account the views
of our key stakeholders is critical to the long-term
success of the business. We engage with all of
our stakeholders to understand what is important
to them.
Understanding the views and interests of our
stakeholders helps the Board make responsible
and balanced decisions, as well as develop and
undertake risk assessments throughout the year. In
doing so, we aim to generate long-term value for our
shareholders on contributing to the wider society
by building strong and lasting relationships with our
other key stakeholders.
We consider our key stakeholders to be our people,
our brand partners, our communities and their
environment, our suppliers and our shareholders.
Working closely with our stakeholders is an integral
part of our business model and strategy. The
primary ways in which the Board engages directly
or delegates responsibility for engagement to
management are set out below.
Our people
Our people are the heart of our organisation, driving
our success and shaping our future. During the
year under review the Remuneration Committee
has worked on implementing a Remuneration Policy
for executive management. Further details of the
Company’s approach to remuneration can be
found in our Directors’ Remuneration Report on
page 63, which is intended to ensure equitable
remuneration across the Company and improves
value for employees.
Our brand partners
We partner with iconic luxury brands with
universal appeal, who collaborate with us to deliver
exceptional and highly desirable living experiences.
An integral part of this is fostering good relationships
with our partners to ensure we can deliver exclusive,
breathtaking living experiences.
Our communities and environment
Our projects flourish with their surrounding
communities. By contributing to positive social
impacts, we create value for our stakeholders’ local
communities, whether providing space to local
businesses, improving local areas or minimising the
environmental impact of buildings themselves.
Our customers
We aim to address the needs of a new society of
global citizens who are looking to live in properties
we develop or own them as a great investment.
Customer engagement is crucial to foster
loyalty and drive business growth. By actively
involving our customers in meaningful interactions
we can build trust, increase brand reputation and
gain valuable insights. Engaged customers are
more likely to make repeat purchases and become
advocates for our brand.
Our shareholders
We rely on the support of our shareholders, and
their views on how we deliver long-term success
for the business are important to us. The Chairman
and Chief Executive Officer have made themselves
available for engagement with shareholders and
any appropriate feedback is reported back to the
Board. Such feedback may cover various aspects
including operational matters, financing strategy
and dividend policy. Other Non-Executive Directors
may engage with shareholders on specific matters
as appropriate. The Directors will attend the Annual
General Meeting to meet with shareholders and to
answer any questions they may have.
The following pages set out our key stakeholders
and how we effectively engage with them.
We aim to generate long-term
value for the shareholders
whilst working on contributing
to the wider society by
building strong and lasting
relationships with our other
key stakeholders.
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Section 172 Statement continued
Our projects flourish with their surrounding
communities by contributing to positive social
impacts, we create value for our stakeholders.
What matters to them
՟ Enhanced overall well-being of all who
dwell in the communities where our projects
are located.
՟ Contribution to the local economy and
provision of employment opportunities.
՟ Investment in local infrastructure and
services available to all residents of
the communities.
՟ A commitment to protect the environment,
reduce emissions and waste and help support
sustainable lifestyles.
՟ Planning for open spaces considering unique
site characteristics, climate and cultural
aspects of the local environment.
՟ Integrating native plants, local materials and
colours as well as regional design elements to
harmonise with the surroundings.
How we engage
՟ We actively seek the views of local
communities in developing a tailored
planning and community engagement
strategy for each of our projects across the
various regions.
՟ We are committed to making a long lasting
positive social impact in our communities by
collaboratively addressing local priorities.
՟ We oversee the safety and security of all
of our project sites, including the handling
of emergencies.
՟ Post completion and handover of our
projects, we plan to organise events which
will engage residents around national
holidays and key occasions celebrated
locally.
Our people’s dedication, expertise, and passion
are essential to executing our strategy, fostering
our vibrant culture, and creating enduring value
for our stakeholders.
What matters to them
՟ Safe and healthy working environment.
՟ Diverse and inclusive culture with strong
leadership.
՟ Competitive and fair pay and benefits.
՟ Opportunities for professional development
and career progression.
How we engage
We foster an open and collaborative
management style, actively engaging our
employees through a variety of formal and
informal avenues, including:
՟ An internal communications platform that
includes newsletters for announcing new
additions to the team and business updates.
՟ Regular team meetings to provide feedback,
set goals, and track progress.
՟ Our senior management team regularly
evaluates employee turnover data and
considers actions to mitigate this.
՟ Offering opportunities for career growth
where employees are evaluated and
supported for improvement.
՟ Conducting feasibility studies in preparation
to launch a ‘pay for innovation’ scheme.
Our key stakeholders
Our
people
Our brand partners, along with our employees,
are instrumental in fulfilling our commitment to
our customers. Their contribution and expertise
are critical to delivering our business objectives.
Building robust and enduring relationships
with our brand partners ensures the consistent
delivery of exceptional quality and truly
unique living spaces, ultimately benefiting all
stakeholders.
What matters to them
՟ Long term, collaborative, trusted
relationships.
՟ Exclusive agreements to work on specific
projects and locations.
՟ Aligned business objectives and shared
values.
՟ Fair and mutually beneficial business
agreements.
՟ Increasing brand awareness and
strengthening their client relationships.
How we engage
՟ Management lead open and collaborative
relationships with our brand partners.
՟ We reliably deliver on our commitments in line
with the brand’s high standards, coordinating
through frequent communication and updates
to all relevant parties throughout the life of
each project.
՟ We engage closely with our brand partners,
ensuring alignment of our project marketing
with their brand image and values.
Our brand
partners
Our
communities
We foster an open
and collaborative
management style,
actively engaging our
employees through a
variety of formal and
informal avenues.
Section 172 Statement continued
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Our shareholders help facilitate access to
capital as well as playing a key role in shaping
our strategy.
What matters to them
՟ Focused strategy and business model
adapted to the prevailing macroeconomic
environment and global megatrends.
՟ Financial returns and optimal use of capital.
՟ Strong leadership and corporate culture.
՟ Appropriate and evolving risk management
and governance structures.
How we engage
We have an extensive investor relations agenda
to ensure both existing and prospective
shareholders are regularly engaged through:
՟ Meetings, roadshows and telephone and
video calls.
՟ Regulatory reporting including full and half
year results, the Annual Report and ad hoc
business updates.
՟ Site visits and management meetings.
՟ Upcoming inaugural Annual General Meeting.
Our
shareholders
Our customers are at the core of our
business, and our success is inextricably
linked to our ability to deliver homes that
exceed their expectations.
What matters to them
՟ Exclusive and unique living spaces
that satisfy their bespoke needs
and requirements.
՟ Smooth sales process with dedicated
attention to each customer.
՟ Excellent customer service and post sales care.
՟ Highest quality product, delivered on time and
meeting the exact specifications as agreed.
How we engage
՟ We communicate regularly with our
customers to ensure we deliver a best-in-
class service.
՟ We only engage with the highest quality
development contractors, brand partners
and interior designers to ensure the quality
of the homes built fully satisfies our
customers’ requirements.
՟ We closely monitor build schedules to
regularly update customers on progress
made on the delivery of their new homes.
՟ We personalise our interactions with all our
customers, tailoring our communications to
their specific needs and preferences.
՟ As we proceed to complete our first project in
Dubai, we are focusing on creating a bespoke
experience for each of our customers who
has purchased a home.
՟ Throughout the process, from purchase
to customers moving into their new homes,
and post-sales, we actively seek customer
feedback and use it to drive continuous
improvement.
Our
customers
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Sustainability
We aim to integrate responsible
practices throughout all aspects
of our business, allowing us to
contribute positively to society
and generate long-term value
for our stakeholders.
We are committed to operating
our business in a responsible manner,
creating a supportive and inclusive
workplace for our people, and
engaging with our supply chain
to deliver positive outcomes for
our stakeholders.
Customer and build quality
We aim to continuously improve the high standards we set ourselves in satisfying our customers by ensuring our quality
assurance processes are embedded at every stage of the build. We invest in training and process improvements to ensure
consistently high standards and we prevent quality issues through inspections throughout the build process.
Quality
՟ We have a dedicated team of quality assurance professionals to train site teams that verify the consistent delivery of
high-quality dwellings. In addition, there are regular site visits and inspections conducted by the technical team to ensure
the quality of our product is maintained and in compliance with design documents.
՟ Our approach to construction underpins the basis of our designs, procurement strategy, and operational requirements,
and aims to deliver high-end differentiated products across geographies.
՟ Project teams, supported by local product quality managers who are acting as our resident engineers, monitor the
quality of our product from the early stages until handover. They actively coordinate updates with Customer Relationship
Managers to ensure customer feedback is addressed.
՟ Building safety protocols fully comply with local authorities’ requirements and international standards. We carefully
appoint qualified architects of record, and third-party fire, life, and safety engineers to ensure full compliance throughout
the project lifecycle.
՟ Our supply chain engagement ensures third-party materials are properly fitted.
Customer care
՟ Accurate forecasting of handover dates, which are planned from project initiation, is closely monitored by our planning
team to mitigate delays and report accordingly.
՟ Our customer relationship management approach effectively manages all customers' accounts and ensures robust
customer engagement, encompassing strategies, technologies, and practices to analyse and manage customer
interactions throughout the customer lifecycle.
Product sustainability alignment with customer expectations
՟ Reduction in running and maintenance costs through selection of high specification materials, equipment and finishing
that enhances durability and minimises operational cost required post-handover to our customers.
՟ Communities are planned to provide for sufficient social infrastructure including programmed open spaces within
walkable catchment from residential uses.
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Sustainability continued
Supply chain
Our supply chain partners play a pivotal role in supporting our business to effectively implement
our strategy and sustainability performance. Supply chain collaboration is critical in tackling
major environmental and social issues. We continue to seek to improve our understanding of
supplier actions taken to mitigate risk and how our supply chain can support us in delivering a
sustainable future through:
Best practice
՟ Procurement excellence through standard operating procedures, in line with international
standards and industry best practices.
Collaboration
՟ Integrated project planning, and ongoing communication at the project and delivery team level,
to best coordinate delivery and tackle challenges in a timely manner, mitigating risk of delays.
Value creation
՟ Tender process, key topics, technical scoring and evaluation.
՟ Enhanced due diligence, site and vendor checks for manufacturing and construction.
Materials
՟ Criteria including technical compliance, quality, sustainability, health & safety and competence.
՟ Product safety standards and enhancement of our practices.
՟ Use of locally available and resourced materials.
Human rights
՟ The Group takes a zero-tolerance approach to any form of breach in human rights laws, including
forced labour and child labour. We are committed to ensuring our activities and management of
supply chain are in full compliance with the Modern Slavery Act by 30 June 2024. We are in the
process of strengthening our internal compliance processes through the development of a human
rights policy which will be a cornerstone to our corporate social responsibility efforts.
For more information on our approach to human rights, please refer to our Code of Conduct
available on our website.
Climate action
We are committed to minimising our impact on climate change and helping our customers to
reduce their carbon footprints. We also understand the effects climate change may have on our
business and supply chain. Our disclosure against the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) sets out our roadmap towards managing climate-
related risks and our approach to reporting our greenhouse gas (GHG) emissions (see pages 44
to 48 for further information).
Our progress to date includes:
՟ Ensured full compliance with the latest local building regulations in taking into account
environmental considerations.
՟ Electric charging stations have been planned for the majority of upcoming developments.
Health and safety
We embed a safety culture through training, awareness and visible health and safety leadership
and we work closely with our subcontractors to manage site risks.
As part of our oversight, we have the following in place:
՟ Health and safety management system, identification and ownership of risks, taking responsibility
for mitigation through proactive decision-making, training and a culture of strict compliance with
safety measures.
՟ Close collaboration with supervision consultants, contractors, and subcontractors to ensure that
the highest health and safety measures are implemented in our under-construction projects.
՟ Oversight through the Project Management Office which provides leadership including
monitoring incidents against Group thresholds, setting associated policies and procedures,
and overseeing risks.
՟ Regular leadership site visits to monitor the compliance with the health and safety measures.
՟ Annual Injury incidence rates (where applicable) are reported with clear lessons learnt to avoid
similar incidents in future.
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Sustainability continued
Nature
The natural environment in and around our developments contributes to the well-being of our
customers and is an integral part of our master planning process. We achieve positive results
through taking the following factors into consideration:
Biodiversity
՟ We take into consideration the existing landscapes and ecology of our sites to protect diversity
and maximise asset value.
՟ Environmental impact assessments are conducted for all projects, engaging with ecologists to
consider protection of habitat and existing species, and enhancement measures to be taken.
՟ Climate and socio-economic sensitive planning and design strategies are undertaken to
enhance liveability and vitality of outdoor spaces and to improve physical, environmental and
social conditions.
՟ We promote environmental awareness amongst employees.
՟ We develop local natural landscapes and golf courses in large scale masterplans.
՟ We are committed to achieving a biodiversity net gain (BNG) of at least 10% on developments
submitted for planning in the UK from November 2023, in line with the timeline and threshold set in
the Environment Act 2021.
Water
՟ Enhancement of home water efficiency through the installation of aerated taps and showers,
dual flush systems, and water efficient appliances.
՟ Wastewater treatment facilities have been planned to generate water for irrigation purposes.
՟ Our projects use Xeriscape Design landscaping to reduce irrigation requirements.
Pollution
՟ We promote healthy lifestyles and reduce traffic pollution by planning walkable communities and
micro mobility modes.
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Sustainability continued
Our people
Engaging our employees
We recognise the importance of keeping our
employees informed about the Company’s
progress and important updates. One of our
primary channels is the corporate Human
Resources (HR) email account, through which we
regularly circulate significant announcements,
including important messages from the CEO, new
policies, and other vital information, ensuring
that our entire workforce remains well-informed
and engaged in our Company development. This
approach aims to promote transparency and
foster a sense of unity among our team, enhancing
overall communication and collaboration within the
organisation. New project briefings are organised
by our marketing department who collaborate with
senior management to prepare these important
announcements, inviting all employees to attend
via Teams.
Setting high standards of behaviour
We have a Code of Conduct and Business Ethics
in place covering topics such as creating a
positive workplace, financial integrity, avoiding
conflicts of interest, conducting business ethically
and managing risks. This is complemented by
a comprehensive Whistleblowing Policy and an
Anti-Bribery and Corruption Policy. Our Employee
Handbook was released in 2023. The Handbook
covers policies such as non-discrimination,
non-retaliation, complaints and grievances,
anti-harassment and standards of professional
behaviour. These important policies are
communicated to all staff through the HR channel
and to new starters through their induction pack.
Our dedication to employee diversity and inclusion
is reflected in various initiatives implemented
throughout the year, with targeted recruitment
strategies to include employees with diverse
backgrounds and experience, resulting in a
workforce representing over 40 nationalities.
Moreover, our commitment to gender equality
is evident in our workforce composition, with a
balanced representation of both male and female
employees. These efforts aim to create a work
environment that celebrates differences, promotes
equal opportunities, and cultivates a sense of
belonging for all employees.
Developing a talented workforce
We are committed to building a diverse team that
encompasses individuals from different genders,
ethnic backgrounds and life experiences, aligning
with our Company ethos.
We place strong emphasis on cultural alignment,
as it is pivotal to maintaining a harmonious and
productive work environment.
We are continually seeking graduates from various
academic backgrounds who are multi-lingual and
capable of working in multiple jurisdictions around
the globe. To support this, we have introduced an
internship programme in different departments
including Marketing, Finance, Audit and Tax, which
runs from three to six months and is providing a
strong pipeline of future employees.
Additionally, we are launching a new e-learning
portal which will offer a diverse range of
training opportunities. This portal will empower
our employees to expand their skill sets, stay
updated with industry trends, and enhance their
professional knowledge. Combined with one-to-
one training conducted by line managers, this
forms the cornerstone of our career development
strategy. Looking forward, we are planning a ‘Pay
for Innovation’ scheme to encourage employees to
contribute ideas and plans to help us continually
improve the way we do business.
Building a strong culture
Our primary goal is to cultivate an entrepreneurial
culture, underpinned by an unwavering
commitment to being customer-centric, placing our
clients at the heart of everything we do.
We firmly believe in fostering a culture that not only
encourages, but actively supports, the continuous
development and growth of our employees. Our aim
is to empower our workforce, ensuring they evolve
into a highly skilled, motivated team. As a fast-
growing Company many of our employees have
experienced rapid career advancement within just a
few months, particularly within our sales teams.
Within our young and dynamic Company,
adaptability and resilience are key attributes that
shape our culture, especially for our new hires. We
recognise that these qualities are instrumental in
our pursuit of excellence and innovation.
Gender breakdown
Senior management
Male - 62%
Female - 38%
All employees
Male - 50%
Female - 50%
As a fast growing, international organisation, attracting,
retaining and developing a diverse, entrepreneurial
workforce is key to our strategy.
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Task Force on Climate-related Financial Disclosures
Task Force on climate-related Financial
Disclosures (“TCFD”) Statement
Climate-related risk
In response to recommendations of the TCFD, we are committed to assessing and managing climate-related risks and
opportunities across our operations. Our roadmap for compliance within timelines is outlined below.
Progress against the TCFD recommendations
The Group has plans to assess both physical risks and transitional risks as we move towards a low carbon economy. We are committed to complying with the
recommendations of the TCFD in our Annual Integrated Report for the year ending 2025. Our progress towards meeting the TCFD recommendations is summarised below.
2023 2025 20262024
՟ Programme initiation
՟ Governance, Strategy and Risk
՟ Management considerations
՟ GHG disclosures Scopes 1 & 2
Climate-related risk and
opportunity assessments
Full TCFD disclosures Continuous improvement
and alignment with new
recommendations
TCFD recommendation Progress to date Next steps
1. Governance
Disclose the organisation’s
governance around climate-related
risks and opportunities.
a) Describe the Board’s oversight of climate-related risks
and opportunities.
We have established responsibility for climate risks at
Board level. Risks, including those related to climate
change, will be reviewed and agreed annually by the Audit
Committee and Board and, where material, will inform
strategic planning and business decision making.
To further embed climate risks into business
planning and decision-making processes.
b) Describe management’s role in assessing and managing
climate-related risks and opportunities.
Consideration for climate risks and opportunities has
been fully integrated into the Company's risk management
framework, and the Investment Committee charter includes
consideration for material climate-related risks.
Establish responsibility for climate risks at
management and operational levels.
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Progress against the TCFD recommendations continued
TCFD recommendation Progress to date Next steps
2. Strategy
Disclose the actual and potential
impacts of climate-related risks and
opportunities on the organisation’s
businesses, strategy, and financial
planning where such information
is material.
a) Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and
long term.
The Risk Management Policy includes definitions of
impacts over the short term (up to 1 year), medium term
(up to 5 years) and long term (up to 20 years).
Formal assessments of climate-related risks
and opportunities with the support of external
consultants.
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning.
Audit and Risk Committee terms of reference include
consideration for climate-related risks and opportunities in
strategy and business planning process.
Embedding climate-related risks and
opportunities in strategy and business planning
process. Determining local requirements
for transitioning to low-emission practices.
Assessing whether the identification of designs
and products to reduce carbon footprint can be
integrated within project lifecycles.
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
Plans in place for 2024 to assess publicly available models
in consultation with external advisors for use in 2025.
Assessing the appropriateness of publicly
available plans with the support of external
consultants.
3. Risk management
Disclose how the organisation
identifies, assesses, and manages
climate-related risks.
a) Describe the organisation’s processes for identifying
and assessing climate-related risks.
The process is fully integrated in the Risk Management
Policy and measured against the standard heatmap as
outlined in the risk management section. The top-down
review of key, principal and emerging risks by management
considers their relative significance to the business,
including climate-related risks.
Embedding climate-related risks and
opportunities through the annual risk
and opportunities assessment exercise,
assessing its impact on the Group’s strategic
objectives and ensuring appropriate
mitigations are in place.
b) Describe the organisation’s processes for managing
climate-related risks.
The process is fully integrated into our Risk Management
Policy and monitored through our Risk Register.
Continue to further strengthen our risk
processes in relation to climate change and
review whether the approach is fit for purpose.
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Climate change and its impacts are integrated into our top-
down and bottom-up risk management approach. Material
climate-related risks may be considered principal risks, and
these are monitored by the Audit and Risk Committee.
Climate risks will be formally assessed in 2024,
and we will further enhance our approach as
appropriate.
4. Metrics and targets
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material.
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
Plans are in place for formal assessments, with the support
of external expertise, to determine metrics to be used.
These will be conducted in early 2024, with a view to
publishing metrics in the 2025 annual report.
Engagement with external experts to establish
metrics and benchmarking.
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
GHG emissions, and the related risks.
Scope 1 and 2 metrics are included in 2023 disclosures.
Further details on this are set out on pages 46 to 48.
Engagement with external experts and
management to look at ways to enhance GHG
emissions measurements.
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
Targets to be set as the programme matures in 2025. Engagement with external consultants to
determine methods for obtaining sufficient
data to support appropriate targets.
Task Force on Climate-related Financial Disclosures continued
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Task Force on Climate-related Financial Disclosures continued
Organisational boundaries
Dar Global creates homes and neighbourhoods
across several jurisdictions, outsourcing 100% of
construction and refurbishment activities to main
contractors. It is headquartered in the UAE and
defines its organisational boundaries on the basis
of operational control. Emissions, energy and water
consumption result only from electricity, water and
district cooling usage in the UK and seven offices
located internationally. As a consequence, the
majority of Dar Global’s direct emissions, energy
and water consumption is non-UK based, and
results from the operations of our global offices.
Explaining scope 1, 2 and 3
Greenhouse gas (GHG) emissions
To measure and manage our carbon emissions,
we follow the Greenhouse Gas Protocol global
framework, which identifies three scopes of
emissions. Scope 1 represents the direct emissions
we create. Scope 2 represents the indirect
emissions resulting from the use of electricity
and energy to run a business. Scope 3 represents
indirect emissions attributed to upstream and
downstream activities taking place to provide
completed units and services to customers. Our
upstream activities include emissions from our
supply chain including materials, manufactured
fittings, transport, construction and waste. Our
downstream activities include business travel and
customer homes.
Environmental impact report
As a business, we collect data to
provide the Board of Directors with key
metrics to enable the management
and the Board to ensure compliance
with regulations.
Upstream Activities Downstream Activities
Scope 2
Indirect
Scope 1
Direct
Scope 3
Indirect
Transport
Commuting
Outsourced
Construction
Construction
Waste
Scope 3
Indirect
SF
6
CH
4
PFCs
N
2
O
CO
2
HFCs
Site Fuel/
Energy
Manufactured
Fittings
Purchased
Electricity,
Steam, Heat
& Cooling
Materials Energy/Heat
Generation
at Company
Facilities
Company
Vehicles
Fugitive
Emissions
Marketing
Business
Travel
Customer
Homes
Brand
Partnerships
Employee
Commuting
Methodology
The GHG Protocol
Environmental action taken
Our 2023 Group-wide green initiatives include:
՟ Employee awareness to reduce energy
consumption through:
՟ Only using electric lighting when natural lighting is
insufficient, and
՟ Switching lights off upon exit.
՟ The reduction in single use plastic bottles
through provision of reusable flasks and cups
with potable water fountains.
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Performance tables
As our inaugural full reporting year, 2023 will be our benchmark for all metrics we are currently
reading. We will review our benchmark year and metrics periodically to ensure relevance as more
data comes available to us.
GHG emissions and energy use data for period
1 January 2023 to 31 December 2023
2023
UK and offshore
Global (excluding
UK and offshore)
Scope 1 emissions from activities for which the
Company controls including combustion of fuel &
operation of facilities / tCO
2
e 0 0
Scope 2, location-based emissions from purchase of
electricity, heat, steam and cooling purchased for own
use / tCO
2
e 5 132
Total gross Scope 1 & Scope 2 emissions / tCO
2
e 5 132
Energy consumption used to calculate Scope 2
emissions above: /kWh 24,580 630,112
Intensity ratios: (gross Scope 1 + 2)
tCO
2
e per Full Time Employee
tCO
2
e per USD 1 million in revenue
0.49
N/A*
0.69
0.36
All of Dar Global’s electricity utilisation is currently location-based.
* Pending recognition of revenues from sales.
Reporting Criteria
Reported GHG emissions and energy consumption
within the Dar Global Group 2023 Annual Report
are based on its operational boundary. The
emissions and energy consumption disclosed are
aligned to Dar Global’s financial reporting year
(1 January 2023 to 31 December 2023) and are
considered material to its business.
Scopes 1 and 2 reporting boundaries
The following reporting parameters are used to
report emissions and energy consumption related
to Scopes 1 and 2:
՟ Scope 1: We are responsible for fugitive gas
emissions from air conditioning units in offices
we occupy, however, the majority of our office
space benefits from district cooling in the form of
chilled water which results in substantially lower
direct usage of refrigerant gas across properties
we occupy; after careful consideration,
management have determined such emissions to
be of insufficient materiality to warrant reporting.
՟ Scope 2: Electricity and cooling consumed for
office and sales sites result in indirect emissions
from production of electricity and chilled water.
Scope 3
Scope 3 emissions and energy consumption
are excluded from Dar Global’s reporting.
Scope 3 includes, but is not limited to, the
following activities:
՟ We outsource 100% of our construction and
refurbishment activities to main contractors, and
do not purchase fuels directly for development
sites. As such, these activities are outside of Dar
Global's defined operational boundary.
՟ Customer-occupied post-development sites
where Dar Global has retained legal ownership:
emissions are excluded and not quantified as
the purchasers or tenants are the consumers
of the energy in this instance.
՟ Contractor and employee vehicles. We do not
own or lease company vehicles.
Water usage and waste
The Group utilises water exclusively delivered by
local utility companies to its offices.
Water utilisation and waste generated by
contractors on construction sites are excluded
from scope. As such, management have
determined water consumption and production of
waste form offices not to be sufficiently material to
warrant reporting.
Reporting methodology
Electricity (Scope 2)
UK Government Environmental Reporting
Guidelines 2019 have been used as the basis for
disclosures, with the exceptions listed above. UK
Government GHG Conversion Factors for Company
Reporting 2023 have been applied to 2023 data
(covering 1 January 2023 to 31 December 2023).
The 2023 Statistical Review of World Energy
published by the Energy Institute was used to
derive factors applied to overseas electricity
figures for 2023.
All emissions are calculated as carbon dioxide
equivalent (CO
2
e). Gases used by third parties for
the production of electricity and chilled water are
not reported as they are not considered relevant to
the direct business activities of Dar Global.
Task Force on Climate-related Financial Disclosures continued
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Energy consumption has been reported in
kilowatt-hours (kWh). Emissions and energy
consumption have been calculated using raw
data values and estimations multiplied by their
corresponding conversion factors as follows:
՟ For UK sourced electricity, the UK Government’s
GHG Conversion Factors for UK and offshore
Company Reporting, and
՟ For international offices, factors derived from
the Energy Institute Statistical Review of World
Energy for international electricity consumption.
For buildings where electricity meters are not
installed, an average consumption per square foot
of the nearest comparable Group office was used
to estimate consumption.
Cooling (Scope 2)
Cooling in the form of chilled water is used in several
offices we lease. We are not currently reporting the
information on consumed chilled water that would
have otherwise featured under Scope 2 this year,
and we are working with our landlords to obtain
information for inclusion in future reports.
Location-based and
market-based reporting
Dar Global has reported location-based emissions
for Scope 1 and Scope 2.
Data sources
Raw data for each administrative and sales office
has been collected on a monthly basis as follows:
Electricity (Scope 2):
՟ Purchased electricity measured in kilowatt-
hours based on monthly invoice records or
meter readings, or where unavailable, estimates
based on data from of periods with actual
reported consumption.
Data coverage
Data coverage by activity area for 2023 is
as follows:
Electricity
՟ Energy consumption from six out of eight (75%)
of our permanent offices reported. Two buildings
have neither meters installed nor individual
invoicing, consumption for these offices
were estimated.
GHG emissions Scope 3
We recognise the high carbon-intensity nature
of the real estate development industry, in
particular the production of materials, and we are
committed to using our position to have important
conversations with our suppliers and contractors.
Dar Global does not currently report on indirect
emissions that occur in its value chain for Scope 3.
Intensity ratios
Our intensity ratio denominators are calculated
as follows:
՟ Revenues (per USD 1 million): last 12 months’
revenues as per our Group financial statements.
՟ Full Time Employees (per FTE): using average
FTE for the year.
Both intensity ratios were deemed relevant to
our electricity utilisation.
Legally completed floor area (per 100 sqm) was
also considered for inclusion, however, it was
deemed not to be appropriate at this time given the
Group’s operations are experiencing high growth
and have yet to stabilise, in addition to a long lag
for legal completion of floor area.
Approval of the Strategic report
This Strategic report on pages 2 to 48 was
approved by the Board of Directors and
signed on its behalf by:
David Hunter
Chairman
Target setting
As a recently established and growing business,
we are currently observing our metrics to ensure
consistency and relevance before management set
formal long-term targets.
Task Force on Climate-related
Financial Disclosures continued
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02
Governance Report
50 Chairman’s Corporate Governance Introduction
51 Corporate Governance Framework
54 Board of Directors
56 Senior Leadership Team
57 Audit and Risk Committee Report
61 Nomination Committee Report
63 Directors’ Remuneration Report
74 Directors’ Report
76 Statement of Directors’ Responsibilities in respect
of the Annual Report and the Financial Statements
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Chairman’s Corporate Governance introduction
On behalf of the Board, I am pleased to present
the Group’s first Corporate Governance Report
since Admission of the Ordinary Shares to the
standard listing segment of the Official List and to
trading on the Main Market for listed securities of
the London Stock Exchange on 28 February 2023.
This Report explains the key features of the Group’s
governance framework and how it complies with
the Principles of the UK Corporate Governance
Code 2018, which was published by the
Financial Reporting Council (“FRC”) in July 2018
(“the Code”).
As a company with a standard segment listing, it
is not obligated to comply with the requirements
of the Code, however the Board places great
emphasis on the importance of strong corporate
governance and determined that from Admission,
the Company would voluntarily comply or explain
against the Code.
Code compliance
The Board is committed to maintaining high
standards of corporate governance. We have a
clear governance structure, which ensures that
the Board and the business act responsibly in
decision-making, risk management and delivery
of objectives.
The Board expects that over the medium term the
Group will be fully compliant with the Code in all
respects. Further details on this are set out in the
Directors’ Report on page 74.
Board leadership and
Company purpose
The Board sets the tone and culture for the
Group and the expectations placed on its people.
The Group has a clear purpose, which is to
provide the finest portfolio of global luxury living
experiences in the world’s most desirable locations.
It combines this with a dynamic growth culture
that emphasises high performance, employee
engagement and inclusion.
This clarity of purpose and culture have
underpinned the Group’s growth during a landmark
year. The Board is proud of the way the Group’s
employees have worked together to ensure
business growth along with embedding new
processes and internal controls to enhance the
governance framework.
Diversity and Board composition
The Board places emphasis on inclusivity at
all levels, and the Group’s plans for creating an
engaged and representative workforce are set out
in the Sustainability section on page 43.
The Board recognises the importance of having
directors with a range of skills, knowledge and
experience. It acknowledges the benefits that
diversity can bring to the effectiveness of
Board discussions.
The search for Board candidates, Board
appointments, nominations and succession plans
are based on principles of fairness, respect and
inclusion and will be made on merit on the basis
of individual competence, skills and expertise
measured against identified objective and defined
criteria, with due regard given to the importance
of diversity. Whilst the Board currently does not
meet the diversity targets set by the Listing Rules,
the Board in conjunction with the Nomination
Committee will continue to monitor diversity and
inclusion when recruiting new directors.
Board changes
On 8 August 2023, Shivaraman Iyer notified the
Board of his intention to step down from the Board
as an Executive Director with immediate effect.
However, Shivaraman continued his role as Chief
Financial Officer of the Company. The Board
accepted his resignation as Executive Director and
acknowledged his contribution to the Board and
were delighted that Mr Iyer would continue in his
role as Chief Financial Officer of the Company.
Stakeholder engagement
Management spent considerable time engaging
with stakeholders and the Group’s new
shareholders in the lead up to admission on
the London Stock Exchange. This engagement
afforded us the opportunity to understand and
appreciate their objectives and also to ensure
that they understand the business. In addition,
management has also spent time engaging with
existing and potential future shareholders since
admission, with the aim of broadening out its
shareholder base over the medium term. A full
review of stakeholder engagement can be found in
the Strategic Report at pages 37 to 39.
Annual General Meeting
The Notice convening the 2024 AGM will be
circulated to shareholders separately with details
of the meeting. We will ensure that shareholders
are kept informed using the Notice of Meeting, our
website, and relevant regulatory announcements in
due course.
David Hunter
Chairman of the Board
29 February 2024
The Group demonstrated
its commitment towards
compliance with the Code by
setting out in the Prospectus
that the Company would comply
with or explain against the
relevant provisions of the Code
from Admission.
David Hunter
Chairman
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The Board ՟ Sets the Group’s purpose, values and strategy and satisfies itself
that these are aligned with culture.
՟ Provides entrepreneurial leadership, promoting long-term
sustainable success and shareholder value creation.
՟ Oversees the Group’s risk management processes and internal
control environment.
Read more on p54-55 →
Board
Committees
՟ The Board delegates certain matters to its four permanent
Committees, the terms of reference of which are available at:
darglobal.co.uk.
Read more on p57-73 →
Audit and Risk
Committee
՟ Reviews and reports to the Board on the Group’s financial
reporting, internal control, whistleblowing, internal audit and the
independence and effectiveness of the External Auditors.
Read more on p57 →
Nomination
Committee
՟ Reviews the structure, size and composition of the Board and its
Committees, and makes recommendations to the Board. Reviews
diversity, talent development and succession planning.
Read more on p61 →
Remuneration
Committee
՟ Responsible for all elements of the remuneration of the Executive
Directors, the Chairman and the leadership team.
՟ Reviews workforce remuneration policies and practices.
Read more on p63 →
Disclosure
Committee
՟ Assists the Board in discharging its obligations relating to
monitoring the existence of inside information and its disclosure.
Group
Leadership
Team
՟ Supports the Chief Executive Officer in the development and
delivery of strategy.
՟ Responsible for day-to-day management of the Group’s operations.
Read more on p56 →
Corporate Governance Framework
Corporate Governance
Compliance Statement
The UK Corporate Governance Code ("the Code")
sets out the principles and provisions relating to
good governance of UK listed companies and
can be found on the Financial Reporting Council’s
website at www.frc.org.uk. It is the Board’s
objective to at all times follow the prevailing
principles of good governance and the code of best
practice honestly, simply, transparently, and with
clarity and integrity. Details of where the Company
has departed from the provisions of the Code are
set out below:
՟ Provisions 21 and 22: In view of the fact
the Company was only incorporated on
30 September 2022 and that the majority of
Board appointments were made shortly prior to
admission on 6 February 2023, it was agreed
that it would be more appropriate and effective
to undertake an evaluation during the 2024
financial year. The Nomination Committee has
reviewed the skills and knowledge of the Board
and based on this review recommended the re-
appointment of all current directors at the Annual
General Meeting.
՟ Provision 24: The Chairman of the Board is
a member of the Audit and Risk Committee,
however given his experience of chairing
complex and multinational companies, the
Committee considered it appropriate for him to
remain as a member in order to benefit from his
very considerable knowledge and experience of
governance matters.
՟ Provision 32: Before his appointment as
Chairman of the Remuneration Committee,
Richard had not served on a remuneration
committee for 12 months. Richard was
responsible for all remuneration related matters
for Middle East hired staff in his capacity as
head of Lloyds Bank for the Middle East. The
Board considers Richard to have sufficient
knowledge and experience of matters relating
to remuneration to chair the Company’s
Remuneration Committee effectively. Further
details can be found on page 63.
՟ Provisions 36 and 37: The Company currently
does not have formalised and documented
remuneration schemes in place. All current
remuneration arrangements are deemed to be
consistent with the Group’s current level
of development.
Board Responsibility
The Board is the main decision-making and review
body of the Company. The Board’s remit is set out
in its schedule of matters reserved for the Board
which details specific responsibilities including:
՟ Strategy and management;
՟ Structure and capital;
՟ Financial reporting and controls;
՟ Internal controls and risk management;
՟ Approval of major capital projects;
՟ Communications to the market;
՟ Board membership and appointments;
՟ Remuneration, Group policies; and
՟ Corporate governance matters.
The Board determines which matters are
delegated to committees of the Board and the
division of responsibility between the Chairman
and Chief Executive.
Culture
The Board is responsible for setting the Group’s
purpose, values and strategy, which are set out in
the Strategic Report at pages 17 to 18.
The Group, given the international nature of
its business, has an entrepreneurial, high-
performance, growth-oriented culture with high
degrees of inclusivity. The Board recognises the
contribution of this culture to the success of the
business and is satisfied that it is aligned with the
Company’s purpose, values and strategy.
The Board monitors the culture of the Group
through periodic updates provided by the Human
Resources Director on people, culture, inclusivity
and Skills.
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Governance Report Financial StatementsStrategic Report
Corporate Governance Framework continued
Workforce engagement
The Company has adopted an alternative
workforce engagement arrangement which is
appropriate for a company of our current size and
composition. Our CEO and the Group Leadership
Team ensure that the views of the wider workforce
are regularly represented by attending Board
meetings to provide information on workforce
matters including equality, diversity and inclusion
and team development initiatives. The Nomination
Committee intends to review the effectiveness of
this alternative arrangement in 2024, in-line with
the growth and requirement of the business.
Shareholder engagement
Management conducted a comprehensive
programme of investor and analyst meetings prior
to Admission. Looking forward, the Board has
defined an investor relations programme that aims
to ensure both existing and potential investors
understand the Group’s strategy and business,
and that executive management are able to devote
proper time to shareholder engagement.
Management provided a presentation to investors
following the publication of the half-year results
and intends to do the same following the release of
the full year results. The updates are posted on the
Group’s investor relations website and available to
all shareholders. The results presentations will be
followed by formal investor roadshows.
The Chairman (or the Senior Independent Non-
Executive Director) will be available to engage
directly with our major shareholders to discuss
governance matters, performance against strategy
and any material changes. The Remuneration Policy
will be put in front of shareholders at the AGM.
The Board receives regular updates from the Chief
Executive Officer and the Chief Financial Officer,
as well as market reports from the Company’s
corporate brokers, Liberum.
Operation of the Board and advice
for Directors
All Directors have the right to raise any concerns
they might have about the operation of the Board
and to have same recorded in the minutes. All
Directors may seek independent professional
advice in connection with their roles as Directors.
All Directors have access to the advice and
services of the Company Secretary at the expense
of the Company.
Conflicts of interest
In accordance with the Company’s Articles of
Association, the Board has a formal system in place
for Directors to declare conflicts of interest and for
such conflicts to be considered for authorisation.
The Board has adopted a policy to identify and
manage Directors’ conflicts or potential conflicts
of interest. Directors’ interests are reviewed by the
Board at each meeting. Any external appointments
or other significant commitments of the Directors
require the prior approval of the Board.
The Board is comfortable that external
appointments of the Chairman and the
independent Non-Executive Directors do not create
any conflict of interest that would compromise their
independence.
The Board remains confident that individual
members will continue to devote sufficient time to
undertake their responsibilities effectively.
Division of responsibilities
The Board recognises the importance of a clear
division of responsibilities between Executive
and Non-Executive roles and, in particular, a clear
delineation of the Chairman’s responsibility to run
the Board and the Chief Executive Officer’s
responsibility for running the Group’s business.
The roles of the Chair, Chief Executive Officer and
Senior Independent Director are clearly defined
and have been approved by the Board and are
accessible at www.darglobal.co.uk.
Composition, succession and evaluation
Board composition
As at the date of this Annual Report, the Board comprised five Directors: The Chairman
(who was independent on appointment), one Executive Director, one Non-Executive
Director and two Independent Non-Executive Directors. The Company regards each of
the Independent Non-Executive Directors as “independent” within the meaning of the
Code and free from any business or other relationship that could materially interfere
with the exercise of their independent judgement. The independence of all Non-
Executive Directors and the Chairman was reviewed at Admission and the outcome of
this review was disclosed in the Prospectus. No matters have since come to light which
the Board considers would adversely impact this assessment. The independence of
the Non-Executive Directors will be reassessed as part of the annual Board evaluation
process in 2024.
Board and Committee meeting attendance
The attendance at Board and Committee meetings for FY 2023 are set out in the
table below:
Board
meetings
Audit and Risk
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
David Hunter 4/4 5/5 2/2 2/2
Maurice Horan 4/4 5/5 2/2 2/2
Richard Stockdale 4/4 4/5 2/2 2/2
Yousef Al-Shelash 3/4 n/a n/a n/a
Ziad El Chaar 4/4 n/a n/a n/a
Shivaraman Iyer* 1/1 n/a n/a n/a
The Disclosure Committee, composed of senior management and Board Members, did not convene for
any meetings in the financial year.
* Resigned from the Board on 8 August 2023.
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Board activities in Full Year 2023
The Board makes decisions to ensure the long-term success of the Group whilst taking
into consideration the interests of wider stakeholders as required under section 172(1)
of the Companies Act 2006. Board meetings are one of the mechanisms through which
the Board discharges this duty. Further information about stakeholder engagement is
included on pages 37 to 39.
The following table sets out some of the Board’s key activities since the incorporation of
the Company on 30 September 2022:
Strategy and operations ՟ Approved the transaction whereby the Group’s shares
were admitted to the standard listing segment of the
Official List and to trading on the Main Market for listed
securities of the London Stock Exchange
Finance and reporting ՟ Approved the FY24 annual budget
՟ Approved interim statements for the period ended
30 June 2023
՟ Monitored performance and capital position
՟ Reviewed and approved debt raising and project funding
proposals
՟ Reviewed and approved new projects and investments as
per COA
Governance ՟ Approved the numerous procedures, policies and controls
needed to comply with the regulation and governance of
a UK listed company
՟ Received Board Committee updates
՟ Approved the Matters Reserved for the Board and
Chart of Authority
Corporate Governance Framework continued
Election and re-election
The Company’s Articles specify that a Director
appointed by the Board must stand for election at
the first Annual General Meeting (AGM) subsequent
to such appointment, and at each AGM thereafter
every Director shall retire from office and seek
re-election by shareholders. This is in line with the
Code, which recommends that Directors should be
subject to annual re-election. All Directors, having
been appointed during the period under review, will
stand for election at the Company’s 2024 Annual
General Meeting.
Appointment, removal and tenure
The rules relating to the appointment and removal
of Directors are set out in the Company’s Articles
of Association, as adopted on 9 February 2023
("the Articles").
Non-Executive Directors are appointed for a term
of three years, subject to earlier termination,
including provision for early termination by either
the Company or by the individual on three months’
notice. All Non-Executive Directors serve on the
basis of letters of appointment, which are available
for inspection at the Company’s registered office
and at the AGM.
All Non-Executive Directors are required to devote
sufficient time to meet their Board responsibilities
and demonstrate commitment to their role. The
time commitment of each Non-Executive Director
was considered prior to their appointment to
determine that it was appropriate. The letters of
appointment for each Non-Executive Director
specify the time commitment expected of them and
contain an undertaking that they will have sufficient
time to meet the expectations of their role.
The Board considers new external appointments
in advance to determine that there is no conflict
of interest, and that the Director would continue
to have sufficient time to devote to their role with
the Company. The Board is comfortable that the
Directors’ external directorships do not adversely
affect the time that any Director devotes to the
Company and believes that this experience
enhances the capability of the Board.
Audit, risk and internal control
The Board accepts responsibility for determining
the nature and extent of the significant risks it is
willing to take in achieving its strategic objectives,
and monitors and reviews the effectiveness of the
Company’s risk management and internal control
systems. Further details can be found in the Audit
Committee Report and in the Risk Management
section of the Strategic Report.
Remuneration
The Directors’ Remuneration Report describes
the policies and practices in place to ensure that
the Group’s leadership is motivated to deliver
long-term sustainable growth. The work of the
Remuneration Committee is set out later in this
Governance section on page 73.
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54
Meet the Board of Directors
Board Committees
A
Audit
N
Nomination
R
Remuneration
D
Disclosure Committee Chair
David Hunter
Chairman of the Board of Directors
A
N
R
D
Ziad El Chaar
Chief Executive Officer
D
Yousef Al-Shelash
Vice-Chairman and Non-Executive Director
Date of appointment
6 February 2023
Date of appointment
30 September 2022
Date of appointment
6 February 2023
Career and experience
David has extensive experience in the real estate sector in the UK,
having started his career as a chartered surveyor there before
becoming a leading Fund Manager, ultimately as Managing Director
of Aberdeen Asset Management’s £6.5bn international property fund
management business.
In 2004, he served as President of the British Property Federation
(BPF), the main industry representative body for the real estate sector
in the UK, where he played a significant role in the introduction of Real
Estate Investment Trusts to the United Kingdom.
Since 2005 David has held a number of Chairmanships and Board
roles in international real estate businesses covering the Nordics and
Russia, South Africa, India and Europe.
Board Committees
Member of the Audit and Risk Committee, Remuneration Committee,
Disclosure Committee and Chairman of the Nomination Committee.
External appointments
Chairman of Capital & Regional PLC.
Career and experience
With over 20 years' experience in real estate development and
investment, with full management responsibility for revenue growth
and profitability, and 10 years’ experience and responsibility in
corporate governance, board affairs and regulatory compliance, Ziad
has a proven track record of achievement. Prior to joining the Group,
Ziad was the CEO ՟ Ventures and Business Development at Emaar
Properties PJSC, CEO at Dar Al Arkan Global Investments LLC, and
Managing Director and Executive Director on the board of directors
of the publicly listed DAMAC Properties, during which he focused
on operational achievement and the companies’ development and
strategic plans.
Ziad holds a Master’s degree in Business Administration from the
American University in Beirut.
Board Committees
Member of the Disclosure Committee.
Career and experience
Yousef is the Chairman of, and one of the founders of, the Major
Shareholder since its establishment in 1994. He is a visionary leader
with impressive credentials and invaluable knowledge in strategic
planning and real estate development as well as expertise in the
financial and investment banking sectors.
Yousef holds several leadership positions in organisations across
the Middle East region. He gained this prominent status by being a
founder, partner, and manager of many entities inside and outside
Saudi Arabia that operate in various real estate and financial activities.
Yousef obtained an MSc in Law & Legal Proceedings from the
Institute of Public Administration Al-Riyadh and a BSc in Shari’ah
from Mohamed Bin Saud Islamic University, Saudi Arabia. He also
earned diplomas in both Banking and Combating Financial Crimes
and received formal training in financial management and investment
project evaluation.
External appointments
՟ Chairman of Dar Al Arkan Global Investments LLC, Saudi Home
Loans and AlKhair Capital Company in Saudi Arabia.
՟ Board member of Al Anma Towers Co., Al Dar Al Arabiya Co., and
Dar Al Khaleej Al Arabiya Co.
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55
Maurice Horan
Independent Non-Executive Director
A
N
R
D
Richard Stockdale
Senior Independent Non-Executive Director
A
N
R
D
Date of appointment
6 February 2023
Date of appointment
6 February 2023
Career and experience
Maurice was Chairman of BFC Group Holding WLL, a Director of BFC
Bank Ltd, where he also served as a member of the Audit Committee
(including a period as Chairman of the Committee). He also served
as General Manager ՟ Strategic Investments at Arab National Bank,
Riyadh and also as General Manager ՟ Corporate Banking Group at
Arab National Bank.
He has extensive experience at senior executive level and at board
level across a range of companies and sectors in the Gulf, USA and
British Isles. Over the course of his career Maurice has held senior
management positions in stockbroking, commercial banking and in
Islamic investment banking. He has extensive experience in corporate
finance, corporate restructuring and property finance.
Maurice read economics and finance at Trinity College Dublin where
he was awarded a B. A. (Mod), and holds an MBA from The Smurfit
School of Business at University College Dublin.
Board Committees
Chairman of the Audit and Risk Committee. Member of Remuneration
Committee, Nomination Committee, and Disclosure Committee.
Career and experience
Richard had a successful career as a banker in Lloyds TSB Bank
during which he held roles including Head of Lloyds TSB Bank Middle
East, CEO of Lloyds TSB Global Services Pvt Limited and Lloyds TSB
Bank India Country Head.
Richard was one of the Founding Members of the Indian Anti-
Corruption Academy and in the past has held roles within the City
of London’s based charitable institution, the Chartered Institute
for Securities and Investment (CISI) as a Trustee and Independent
Non-Executive Director, whilst also as the Non-Executive Regional
President for the CISI in India and also in the UAE and later as an
Ambassador for the CISI. Richard was in the past a member of the
Dubai/UK Trade and Economic Committee and its Capital Markets
Sub-committee.
He is a Fellow of the Chartered Institute of Bankers, a Chartered
Fellow (Hon) of the CISI and a Fellow of the Indian Institute
of Directors.
Board Committees
Chairman of the Remuneration Committee and Member of Audit and
Risk Committee, Nomination Committee and Disclosure Committee.
Meet the Board of Directors continued
Board Committees
A
Audit
N
Nomination
R
Remuneration
D
Disclosure Committee Chair
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Senior Leadership Team
Ziad El Chaar
Chief Executive Officer
D
Ziad El Chaar has over 20 years' experience in
real estate development and investment, with full
management responsibility for revenue growth
and profitability, and 10 years’ experience and
responsibility in corporate governance, board
affairs and regulatory compliance, Ziad has a
proven track record of achievement. Prior to joining
the Group, Ziad was the CEO ՟ Ventures and
Business Development at Emaar Properties PJSC,
CEO at Dar Al Arkan Global Investments LLC, and
Managing Director and Executive Director on the
board of directors of the publicly listed DAMAC
Properties, during which he focused on operational
achievement and the companies’ development and
strategic plans.
Shivaraman Iyer
Chief Financial Officer
D
Shivaraman Iyer is Chief Financial Officer of
the Company, having joined the Group in June
2022. Shivaraman brings over 38 years' rich
international working experience to the Group,
overseeing financial operational performance,
investment strategy, portfolio management
and group restructuring. In a wide-ranging
international finance career prior to joining the
Group, Shivaraman has held leadership and
senior management roles with several prominent
organisations, including SVP Finance at the DAMAC
Group, CFO at Aldar Laing O’Rourke LLC and at Al
Raha International LLC. He possesses sector-wide
financial and operational expertise in real estate
development, property and asset management,
and contracting in UAE, India, Qatar, Russia
and Hungary.
Bilal Al Matarneh
CEO – Development, Construction and Procurement
Bilal Matarneh is the Chief Executive Officer –
Development, Construction and Procurement
at the Company, having first joined the Group
in November 2019. Bilal leads the technical
and project teams in UAE, Qatar, Oman, United
Kingdom, Spain, and Bosnia. Bilal brings strong
managerial and people skills to project delivery
with an exemplary record of delivery of multiple
projects contemporaneously, with the emphasis
on completion on-time and within budget. Prior
to joining the Group, Bilal was CPO at Emaar
Properties PJSC, Executive VP for Projects at
DAMAC Properties delivering major master
development projects and was also CEO at
ASTRA Group.
Redwan Zaouk
Chief Operating Officer – UK
Redwan Zaouk is the COO of UK Operations at
the Company, having joined the Group in 2020.
Redwan has more than 15 years' experience
in real estate development and more than 10
years' managerial experience within real estate
companies. Redwan’s management roles include
previous roles as a member of the Board, Audit
Committee, Corporate Governance Committee
and Remuneration Committee at Al-Tajamouat
for Touristic Projects Plc, Senior Vice President
at DAMAC Properties, COO at EMAAR Middle
East, Development Director at Kinan International
Real Estate Development Company, and Head of
Business Development at The Savola Group ՟ KEC
Project. Redwan holds a Bachelor’s degree from
the University of Balamand in Lebanon. He is also
a graduate of McGill University’s Graduate School
of Management.
Board Committees
A
Audit
N
Nomination
R
Remuneration
D
Disclosure Committee Chair
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Audit and Risk Committee Report
Dear Shareholders
I am pleased to present our first Audit and Risk
Committee ("the Committee") report.
This report provides a summary of the Committee’s
role and activities for the period from 28 February
2023, following the Company’s admission to the
standard listing segment of the Official List and
to trading on the Main Market for listed securities
of the London Stock Exchange (“Admission”), to
the end of our initial financial period ending on
31 December 2023.
The Committee has provided oversight and advice
to assist the Company in fulfilling its responsibilities
in respect of financial reporting, financial and
operational controls and risk management. It has,
on behalf of the Board, overseen the integrity of the
financial reporting process and reviewed the work
of both External and Internal Auditors.
The Board has approved the Terms of Reference
of the Committee, and has tasked it with assisting
the Board in discharging its responsibilities.
This includes monitoring: the integrity of the
Group’s financial reporting; effectiveness
of the internal control and risk management
framework; internal audit; and the independence
and effectiveness of external audit. For more
information on the Committee’s Terms of Reference
visit www.darglobal.co.uk.
The Audit and Risk Committee
has monitored the integrity
of financial reporting and
the effectiveness of internal
controls in a year of significant
achievements for the Group.
Maurice Horan
Chairman of the Audit Committee
The Group’s External Auditor, KPMG Audit LLC
(KPMG) attended three of the five Committee
meetings held during the financial period
since Admission.
The Committee’s report contains some of the
matters addressed during the year and it should be
read in conjunction with KPMG’s report starting on
page 78 and the Dar Global plc financial statements
in general.
The Committee is satisfied with the performance
and independence of KPMG and therefore
recommends their reappointment at the
2024 AGM.
Maurice Horan
Chairman of the Audit and Risk Committee
29 February 2024
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Composition
The Chairman of the Committee is an Independent
Non-Executive Director and is considered by the
Board to have recent and relevant experience.
The other members of the Committee are Richard
Stockdale, Senior Independent Non-Executive
Director, and David Hunter, Non-Executive
Chairman of the Board. The biographies of
each member of the Committee are set out on
pages 54 to 55.
In accordance with the Code, the Chairman of the
Board should not be a member of the Committee,
however given David’s experience of chairing
complex and multinational companies, the
Committee considered it to be appropriate for him
to remain as a member in order to benefit from
his considerable experience. More information
on succession planning can be found in the
Nomination Committee Report on page 61.
The Chief Financial Officer, Chief Internal Audit
Executive, and Compliance and Risk Director are
regular attendees at Committee meetings
by invitation.
Our progress since admission to
31 December 2023
՟ Approving KPMG’s appointment as
External Auditor.
՟ Reviewing the Q1 Trading Statement
՟ Approving the audit plan and fee for the year
ending 31 December 2023 proposed by KPMG.
՟ Reviewed the proposed Group’s Internal
Audit Charter.
՟ Approving the internal audit plans for 2023
and 2024.
՟ Met with External Auditors regarding their
observations for half-year financial statements.
՟ Reviewing the internal audits reports, findings
and agreed action undertaken during the year
and monitoring management action points.
՟ Considered and recommended to approve the
letter of representations to KPMG in respect to
the half-year and full year results.
՟ Reviewing and recommending to the Board
for approval the Anti-Bribery and Corruption
Policy, the Anti-Money Laundering Policy,
Whistleblowing Policy, Employee Code of
Conduct Policy and Risk Management Policy.
՟ Reviewed and recommending to the Board
for approval the ARC Terms of Reference
incorporating climate-related risk
governance oversight.
՟ Overseeing the preparation of the interim
financial statements.
՟ Reviewed the Budgets for Y2024 and
recommended to the Board for approval.
Focus areas for 2024
՟ Review the accounting policies adopted for 2023
to consider whether they are appropriate for
2024, taking into account any relevant changes
in regulatory guidelines and market conditions.
՟ Discuss key areas of financial judgement.
՟ Review the performance and independence
of KPMG.
՟ As delegated by the Board, review the
effectiveness of the Group’s systems of internal
control and risk management methodology.
՟ Undertake a review of the Committee’s
performance since listing, its composition and
terms of reference.
Committee
member
Meetings
attended
Maurice Horan
(Chairman of the Committee
and Independent Non-Executive
Director) 5/5
Richard Stockdale
(Senior Independent
Non-Executive Director)
4/5
David Hunter (Independent
Non-Executive Director)
5/5
Number of meetings
attended in FY 23/24
Audit and Risk Committee Report continued
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Financial reporting
The primary role of the Committee in relation
to financial reporting is to review and monitor
the integrity of the financial statements,
including annual and half-year reports,
result announcements, and any other formal
announcement relating to the Group’s
financial performance.
In the preparation of the Group’s 2023 financial
statements, the Committee has assessed the
accounting principles and policies adopted, and
whether management had made appropriate
estimates and judgements.
In doing so, the Committee discussed management
reports and enquired into judgements made. The
Committee reviewed the reports prepared by the
External Auditor on the 2023 Annual Report.
Going Concern and Viability Statement
The Committee reviewed management’s schedules
supporting the going concern assessment and
viability statement including the review undertaken
by KPMG. Further detail on going concern and
viability can be found in the Strategic Report on
pages 36.
Fair, balanced and understandable
At the request of the Board, the Committee has
reviewed the content of the 2023 Annual Report
and considered whether, taken as a whole, in its
opinion it is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company’s position,
performance, business model and strategy. The
Committee was provided with an early draft of
the Annual Report and provided feedback on
areas where further clarity or information was
required in order to provide a complete picture of
the Group’s performance. The final draft was then
presented to the Committee for review before
being recommended for approval by the Board.
When forming its opinion, the Committee reflected
on discussions held during the year and reports
received from the internal and External Auditors.
Following the Committee’s review, the Directors
confirm that, in their opinion, the 2023 Annual
Report, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s position and performance, business
model and strategy.
Risk management and internal control
The Committee’s responsibilities include a review
of the risk management systems and internal
controls to ensure that they remain effective and
that any identified weaknesses are properly dealt
with. The Committee:
՟ Reviews annually the effectiveness of the
Group’s internal control framework;
՟ Reviews reports from the External Auditors on
any issues identified in the course of their work,
including any internal control reports received on
control weaknesses, and ensures that there are
appropriate responses from management; and
՟ Reviews reports from the Group’s internal audit
function and ensures recommendations are
implemented where appropriate.
The Group has internal controls and risk management systems in place in relation to its financial reporting
processes and preparation of consolidated accounts. These systems include policies and procedures to
ensure that adequate accounting records are maintained and that transactions are recorded accurately
and fairly to permit the preparation of financial statements in accordance with IFRS. The internal control
systems include the elements described below:
Element Approach and Basis for Assurance
Risk management Whilst risk management is a matter for the Board as a whole, the day-to-day
management of the Group’s key risks resides with the Group Leadership Team and
is documented in a risk register. A review and update of risks will be undertaken
annually, and an interim verification is conducted to ascertain whether any changes
in the operating environment or activity warrant a re-assessment. The Risk Register
will be reviewed by the Board twice a year. The management of identified risks is
delegated to the Group Leadership Team, and regular updates are given to
executive management.
Financial reporting Group consolidation is performed on a monthly basis with a month-end pack
produced that includes an income statement, balance sheet, cash flow and detailed
analysis. Results are compared against the Budget and narrative provided by
management to explain significant variances.
Budgeting and
re-forecasting
An annual Budget is produced and a re-forecast is also produced as and when
required in order to identify how the Group is likely to perform over the balance of
the year versus the original Budget. The Budget is approved by the Board.
Charter of authority
and approval limits
A documented structure of delegated authorities and approval for transactions is
maintained beyond the Board’s Terms of Reference. This is reviewed regularly by
management to ensure it remains appropriate for the business.
Audit and Risk Committee Report continued
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FY23 Financial Statements
Significant issues considered during the
financial year
The issues considered by the Committee to be
the most significant (due to their potential impact
on the performance of the Group’s activities) in
relation to the Financial Statements during the
financial year are set out below:
Revenue recognition
During the period the Group has recognised
revenue over time in respect of its Dubai
based projects reflecting its assessment of the
contractual agreements in place with customers
and the satisfaction of its performance obligations
under those arrangements. The Audit Committee
considered and understood the nature of the
arrangements and management’s assessment of
them in accordance with IFRS 15. The Committee
also obtained details of management’s assessment
of the satisfaction of its performance obligations on
each relevant development based on, in particular,
sales, site performance such as build cost and
progress. The Committee also engaged with the
external auditor in relation to its work in this area,
as well as considering the Group’s internal audit
reviews across the business. Based on this, the
Committee was comfortable with the process and
controls adopted by management around revenue
recognition in the period.
Valuation of inventory
The Group recognises its development property
inventory at the lower of cost or net realisable
value in the year-end financial statements, and
as such the Group performs a net realisable
value assessment in order to identify whether
there are any instances where the Group needs
to consider impairment against inventory costs
held. The Audit Committee obtained details of the
methodology, and key assumptions adopted by
management in respect of its inventory carrying
cost assessment at year end in respect of each
project and considered those with regard to their
industry knowledge and other information obtained
with regard to for example sales performance. In
considering this information the Committee was
also cognisant as to whether there were other
economic indicators that should be considered
in respect of the assessment, for example, a slow
down in sales or expected reduction in future sales
prices based on their understanding of current
or future expected business performance. The
Committee also engaged with the external auditor
in relation to its work in this area. Based on this,
the Committee was comfortable with the process
and controls adopted by management around
assessing the carrying value of development
property inventory at year end.
Internal audit
The Internal audit function is accountable to
the Committee with the Head of Internal Audit
reporting into the Chairman of the Committee to
ensure independence is maintained. The internal
audit work plan for 2024 was approved by the
Committee during Q4 of 2023 and covers a broad
range of core financial and operational processes
and controls, focusing on specific identified risk
areas. The Committee will review the performance
and effectiveness of the internal audit function on
an annual basis.
There were a number of internal audit
engagements completed during 2023 in line with
the agreed internal audit plan. The results of these
internal audits were reported and discussed and
follow up actions were reviewed or requested
where necessary.
External Auditors
One of the Committee’s roles is to oversee the
relationship with the External Auditor, KPMG,
and to evaluate the effectiveness of the service
provided and their ongoing independence. Due to
the short nature of the period between Admission
to listing and the publication of this report, a formal
evaluation of the performance and effectiveness
of the External Auditor has not been carried out. A
statement will be included in the next annual report
detailing the review of KPMG which will occur
later in the financial year ending 31 December
2024. The Committee reviewed KPMG’s findings in
respect of the audit of the financial statements for
the year ended 31 December 2023. The Chairman
of the Committee met with representatives from
KPMG without management present, to ensure that
there were no issues in the relationship between
management and the External Auditor which it
should address. There were none. The Committee
intends to have regular closed sessions with
KPMG in 2024.
The year ended 31 December 2023 is the first
year for which Edward Houghton will sign the
auditor’s report as senior statutory auditor. The
Committee has reviewed, and is satisfied with,
the independence of KPMG as the External
Auditor. There are no contractual obligations that
restrict the Committee’s choice of auditor and the
recommendation is free from third-party influence.
Non-audit services provided by the
External Auditor
The External Auditor is primarily engaged to carry
out statutory audit work. There may be other
services where the External Auditor is considered
to be the most suitable supplier by reference to
their skills and experience. It is the Group’s practice
that it will seek quotes from several firms, which
may include KPMG, before engagements for non-
audit projects are awarded. Contracts are awarded
based on individual merits. Since the engagement
of KPMG as the Group’s External Auditor in
February 2023, no advisory or tax services have
been undertaken by KPMG to the Company, with
the only non-audit service being the interim review
assurance report for the purposes of the 30 June
2023 half year financial statements of the Group
for which they were paid £105,000. KPMG were
paid USD 1,630,747 in connection with the listing
of the Group on the London Stock Exchange as a
result of their role as Reporting Accountant.
Maurice Horan
Chairman of the Audit Committee
29 February 2024
Audit and Risk Committee Report continued
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Nomination Committee Report
Dear Shareholders
I am pleased to present the Company’s first
Nomination Committee ("the Committee")
report as a listed Company, covering the period
since the listing on 28 February 2023 until
31 December 2023.
Committee composition
The Nomination Committee is comprised of David
Hunter, Non-Executive Chairman of the Board and
Chairman of the Nomination Committee, Richard
Stockdale, Senior Independent Non-Executive
Director, and Maurice Horan, Independent
Non-Executive Director. The biographies of
each member of the Committee are set out on
pages 54 to 55.
The UK Corporate Governance Code
recommends that a majority of the Nomination
Committee should comprise independent
non-executive directors. The Board considers that
the Company complies with the recommendations
of the Code in this respect.
Our progress since admission to
31 December 2023
՟ Reviewed the structure, size and composition of
the Board and its Committees.
՟ Developed a skills matrix.
՟ Recommended the re-appointment of
Directors at the 2024 Annual General Meeting to
the Board.
՟ Reviewed the time requirements for Directors.
՟ Reviewed the Board Diversity and
Inclusion Policy.
Focus areas for 31 December 2024
՟ The recruitment of an additional Independent
Non-Executive Director to address any skills
gaps on the Board together with recognition of
industry targets in relation to diversity expected
of UK listed companies in the Listing Rules along
with the recommendations of the FTSE Women
Leaders and Parker Reviews.
՟ Succession Planning.
՟ Arrange the facilitation of an internal evaluation
of the Board and its Committees and individual
directors.
՟ Establish formal succession plans for the Board
and senior management.
Role of the Nomination Committee
՟ Regular review of the structure, size and
composition (including the skills, knowledge,
experience and diversity) of the Board and its
Committees, and making recommendations to
the Board when appropriate.
՟ Leading the process for new appointments
to the Board.
՟ Ensuring orderly succession planning to both the
Board and the senior management team.
՟ Supporting the development of a diverse pipeline
for succession.
՟ Considering succession planning for both the
Board and senior management at least annually.
՟ Ensuring that there is a rigorous annual
evaluation of the performance of the Board,
its Committees, the Chairman and individual
Directors.
՟ As Chairman of the Committee, I will report to
the Board on the business carried out at the
previous Committee meeting and inform of any
recommendations made by the Committee.
Succession planning
Careful consideration has been given to the
independence, composition and balance of
the Board. The Board is satisfied that it has
the appropriate range of skills, experience,
independence and knowledge of the Group
to enable it to discharge its duties and
responsibilities effectively.
Continuous evaluation by the Committee will be
carried out as the Company matures to ensure
that the composition of the Board continues to be
appropriate for the needs of the Group and its long-
term success. As part of board succession planning
the Committee will review the tenure of the non-
executive directors at least annually.
One of the Nomination Committee’s key priorities
for the year ahead is to establish formal succession
plans for the Board and senior management team.
Independence note
The Board has reviewed the independence of
the Chairman and each Non-Executive Director
and considers the Chairman and all of the Non-
Executive Directors apart from Yousef Al-Shelash
to be independent of management and free from
business or other relationships that could interfere
with the exercise of independent judgement.
Yousef Al-Shelash is not considered to be
independent as a consequence of his connection
with the major shareholder. Yousef’s letter of
appointment contains additional clauses covering
confidentiality, insider dealings and conflicts
of interest. The Board considers Yousef to be
independent in character and judgement when
joining Board debates or discussion in which he is
not conflicted.
The role of the Nomination
Committee is to review the
Board composition and to
plan for its refreshment as
applicable.
David Hunter
Chairman of the Board of Directors
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Diversity
The Group recognises the importance of having
a diverse Board, including in terms of gender and
ethnicity. We believe that having Board members
who collectively possess a broad range of social,
educational and professional backgrounds,
together with different skills, experiences, and
cognitive strengths will contribute towards a high
performing business.
We acknowledge the recommendations of the
Parker review, but have not at this stage set a
target, noting that the review is applicable only to
FTSE 100 businesses.
When considering Board appointments and
internal promotions at senior level, the Company
will continue to take account of relevant voluntary
guidelines in fulfilling their role regarding diversity,
while seeking to ensure that each post is offered
strictly on merit against objective criteria to the best
available candidate.
The Nomination Committee will continue to
consider the structure, size and composition of
the Board and its committees when contemplating
new appointments and succession planning for
the year ahead. A range of diversity factors will
be taken into account in determining optimal
composition, together with the need to balance
their composition and refresh this progressively
over time. Further detail on the process of Board
appointments can be found on page 53 of the
Chairman’s Corporate Governance report.
The Company has in place a Board Diversity and
Inclusion Policy which sets out the approach to
diversity and inclusion on its Board of directors and
the Board’s Committees.
The Nomination Committee notes the FCA targets
on diversity and inclusion on company boards,
namely, that from accounting periods starting on or
after 1 April 2022:
a) At least 40% of individuals on the Board to
be women;
b) At least one senior Board position to be held by
a woman; and
Gender identity or sex
Number of
Board members
Percentage
on the Board
Number of senior
positions
on the Board*
Number in executive
management^
Percentage
of executive
management
Men 5 100% 3 13 62%
Women 0 – – 8 38%
Not specified/prefer not to say – – – – –
Ethnic background
Number of
Board members
Percentage
on the Board
Number of
senior positions
on the Board*
Number in executive
management^
Percentage
of executive
management
White British or other White (including minority white groups) 3 60% 2 4 19%
Mixed/multiple ethnic groups 0 – – – –
Asian/Asian British 0 – – 5 24%
Black/African/Caribbean/Black British 0 – – – –
Other ethnic group, including Arab 2 40% 1 12 57%
Not specified/prefer not to say – – – – –
c) At least one individual on the Board to be from a
minority ethnic background.
The Nomination Committee continues to develop
its succession planning in line with these
recommendations. In accordance with Listing Rule
14.3.33, the below tables, in prescribed format,
show the gender and ethnic background of the
Directors at the date of this Report.
Induction and training
Prior to Admission, the Company’s external lawyers
provided all directors with training in respect of
their legal, regulatory and governance duties,
responsibilities and obligations.
The training needs of the directors are periodically
discussed at Board meetings and briefings are
arranged on key issues if requested.
Board evaluation
In view of the fact the Company was only
incorporated on 30 September 2022 and the
majority of Board appointments were made shortly
prior to admission on 6 February 2023, it was
agreed that it would be more appropriate and
effective to undertake an evaluation during the
2024 financial year, with the process and outcomes
of the evaluation reported on in the next Annual
Report. The Board intends to comply with the UK
Corporate Governance Code guidance that an
externally facilitated evaluation should take place
at least every three years.
David Hunter
Chairman of the Nomination Committee
29 February 2024
^ CEO and managers reporting to the CEO, excluding administrative and support staff.
* Chief Executive Director; Senior Independent Director; Chairman.
The data in the above tables was collected through self-reporting by the Directors with
a reference date of 31 December 2023.
Nomination Committee Report continued
For more information on the Committee’s
Terms of Reference visit
www.darglobal.com/investors.
Committee
member
Meetings
attended
David Hunter (Chairman of the
Committee and Independent
Non-Executive Director) 2/2
Richard Stockdale (Senior
Independent Non-Executive
Director) 2/2
Maurice Horan (Independent
Non-Executive Director)
2/2
Number of meetings
attended in FY 23/24
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Directors’ Remuneration Report
Annual Statement
As Chair of the Remuneration Committee
(‘the Committee’) and on behalf of the Board
of Directors, I am pleased to present our first
Directors’ Remuneration Report since our
admission to the London Stock Exchange on
28 February 2023 (Admission).
This report is divided into the following sections:
՟ This Annual Statement, which provides
an overview of the key decisions made on
Directors’ remuneration during the year
(pages 71-72).
՟ The Directors’ Remuneration Policy, which
sets out our proposed Policy on the
remuneration for Directors. The Policy will
be subject to a binding shareholder vote
at the 2024 AGM and will take effect following
the close of the AGM.
՟ The Annual Report on Remuneration, which
sets out the remuneration outcomes for 2023
and the proposed remuneration arrangements
for 2024. The Annual Report on Remuneration,
together with the Annual Statement, will be
subject to an advisory shareholder vote at the
2024 AGM.
Remuneration Policy review
Following Admission, the Committee undertook a
comprehensive review of the Remuneration Policy
and incentive framework for Executive Directors,
with support from its independent advisors
(Deloitte LLP). The Committee considered a range
of incentive frameworks and, after confirming
support from the Company’s major shareholder,
Dar Al Arkan, concluded that an annual bonus
structure is currently the right approach for the
Company. The Company is rapidly evolving and
the Board will need to evolve its financial and
non-financial priorities over the coming years as
the business continues to grow and mature as
a public listed entity. An annual bonus structure
provides the Committee with an agile means of
incentivising against key financial and non-financial
priorities, which ultimately support the Company’s
long term aspirations.
The Remuneration Committee
has engaged a leading
Consultant to shape a
Remuneration Policy aligned
with the best of its peers, to
attract, motivate and retain high
quality, high performing staff.
Richard Stockdale
Chairman of the Remuneration Committee
For more information on the Committee’s
Terms of Reference visit
www.darglobal.com/investors.
Committee
member
Meetings
attended
Richard Stockdale (Chairman of the
Committee and Senior Independent
Non-Executive Director) 2/2
David Hunter (Independent
Non-Executive Director) 2/2
Maurice Horan (Independent
Non-Executive Director)
2/2
Number of meetings
attended in FY 23/24
Notwithstanding this, the Committee is cognisant
that the Remuneration Policy ordinarily has a
three year life and considers that flexibility should
be included within the Policy to grant long-term
incentive awards in the future as the Company
matures. The Policy includes flexibility to grant
restricted share awards and market value options;
a simple, transparent and balanced long-term
incentive which supports retention, fosters loyalty
and rewards management for the delivery of
long-term shareholder value creation. As noted
above, the Committee does not currently consider
it appropriate to grant long-term incentive awards,
opting for a simple remuneration structure of fixed
remuneration and a cash-based annual bonus. The
Committee will keep the position on the granting
of restricted share awards and/or market value
options under review over the course of the Policy,
and will update shareholders as necessary if it
deems it appropriate to grant such awards.
As part of the review, the Committee did discuss a
conventional performance based LTIP framework.
However, given that the Company will be in a phase
of growth and maturity over the next three years,
and consequently it would be extremely difficult
to set robust long term performance targets,
the Committee did not consider a conventional
performance based LTIP framework to be
appropriate at this time.
To support the alignment of the Executive
Directors’ long term interests with those of
shareholders, shareholding guidelines have been
introduced. Executive Directors are expected to
build up and retain a shareholding in the Company
equivalent to 200% of salary.
An overview of our intended application of the
Remuneration Policy is set out on page 73.
Annual bonus for 2023
Dar Global operated a discretionary bonus
arrangement in 2023. Employees were awarded
a one-off cash payment in March 2023 equal to
one month’s salary to recognise their hard work
and dedication in preparing for and delivering a
successful Admission. The Chief Financial Officer
received AED 100,000. The Chief Executive Officer
did not participate in this one-off cash payment.
Conclusion
I look forward to receiving your support at our
2024 AGM, where I will be pleased to answer any
questions you may have on this report or any of the
Committee’s activities.
Richard Stockdale
Chairman of the Remuneration Committee
29 February 2024
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Directors’ Remuneration Report continued
Directors’ Remuneration Policy
Summary of decision-making process
The following section sets out the proposed Directors’ Remuneration Policy which will be subject to shareholder approval at the 2024 AGM. In designing the Policy, the Committee followed a robust process which
included several discussions on the content of the Policy. The Committee considered input from the Chief Executive Officer and its independent advisors (Deloitte LLP) and consulted with its major shareholder,
Dar Al Arkan.
How the Committee addressed the factors in Provision 40 of the UK Corporate Governance Code
When developing the Remuneration Policy, the Committee was mindful of, and considers it has appropriately addressed, the principles prescribed in Provision 40 of the UK Corporate Governance Code.
Principle How the Committee has addressed the principle
Clarity and simplicity A core reward principle is to operate a simple and transparent incentive structure. Remuneration is made of three key elements: fixed pay, annual bonus and a long-term incentive
structure (comprising restricted share awards and market value options). The structure is simple to understand for Executive Directors, other participants and shareholders.
Risk The Committee will ensure that the incentive structure does not encourage Executive Directors or key senior employees to take inappropriate risks.
Executive Directors are subject to current-employment and post-employment shareholding guidelines to support sustainable decision making.
The Committee has recourse to recover incentive payments in certain circumstances.
Predictability The “illustration of application of remuneration policy” chart on page 68 indicates the potential values that may be earned through the remuneration arrangements.
Proportionality The Committee has discretion to adjust incentive outcomes if they are not deemed to reflect the underlying financial or non-financial performance of the business, the performance of
the individual or the experience of shareholders or other stakeholders over the performance period.
Alignment to strategy and
culture
The incentive arrangements are designed to reward Executive Directors and key senior employees for delivering the Company’s strategic priorities and reflect that the Company is in a
phase of growth and maturity.
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Directors’ Remuneration Report continued
Directors’ Remuneration Policy continued
Executive Remuneration Policy
The table below sets out the key elements of the remuneration package for the Executive Directors.
Remuneration Policy Table
Element and how it supports our strategy Operation Maximum opportunity Performance measures
Basic salary
Provide a competitive base level
of remuneration to support the
recruitment and retention of Executive
Directors with the experience and
expertise necessary to deliver the
Company’s strategy.
Salaries are normally reviewed annually. Salaries are set taking into
account a number of factors including (but not limited to):
՟ The role, experience and performance of the individual and
the Company;
՟ pay and conditions throughout the business; and
՟ practice in companies with similar business characteristics.
While there is no maximum salary or salary increase,
salary increases will normally be determined taking into
account the average increases awarded to the Group’s
employees in the country in which the Executive Director
lives and/or works.
Increases above this level may be awarded in certain
circumstances including (but not limited to):
՟ where there is a change in role or responsibility;
՟ an Executive Director’s development or performance
in role (e.g. to align a new hire’s salary with the market
over time);
՟ where there is a significant change in the size and/or
complexity of the Company.
None.
Benefits
Provides market competitive benefits
at an appropriate cost.
Benefits include (but are not limited to) a housing and transportation
allowance, a travel allowance and family level private health insurance.
In certain circumstances, the Committee may also approve additional
one-off or ongoing allowances or benefits relating to the relocation of an
Executive Director as may be required to perform the role.
The Committee has the ability to reimburse reasonable business-related
expenses and any tax thereon.
The Committee may introduce other benefits if it is considered appropriate
to do so.
The Committee has not set a maximum level of benefit,
given that the cost of certain benefits will depend on the
individual’s particular circumstances.
However benefits will be set at an appropriate level taking
into account market practice and the needs for specific
roles and individual circumstances
None.
Pension
Provides an appropriate level of
provision for post-retirement income.
Executive Directors may be provided with a pension contribution or receive
a cash allowance of equivalent value.
The Chief Executive Officer does not currently receive a pension
contribution or a cash allowance.
The maximum Company contribution or cash allowance
(or a mix of both) will normally be aligned with the
contributions available to the Group’s employees in the
country in which the Executive Director lives and/or works.
None.
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Directors’ Remuneration Report continued
Element and how it supports our strategy Operation Maximum opportunity Performance measures
Annual bonus
To incentivise delivery of strategy
on an annual basis and reward
superior performance.
Bonus awards are based on performance measures set by the Committee
(typically measured over a financial year) against key financial measures
and strategic objectives, and continued employment.
The Committee has discretion to adjust the payment outcome if it is not
deemed to reflect the underlying financial or non-financial performance
of the business, the performance of the individual or the experience of
shareholders or other stakeholders over the performance period.
Malus and clawback provisions apply (see table on page 67).
Maximum opportunity of up to 150% of salary may be
awarded in respect of a financial year.
Up to 25% of maximum may be earned for threshold
performance. Awards are earned progressively between
threshold and maximum performance.
Performance measures,
their weightings and targets
are reviewed on an annual
basis to ensure alignment
to strategy. Details of the
measures, weightings and
targets will be fully disclosed
on a retrospective basis in the
relevant year’s Annual Report
on Remuneration.
Restricted share awards
To support retention, foster loyalty and
provide alignment with shareholder
interests over the longer-term.
Annual awards will be granted in the form of nil- or nominal-cost share
options or conditional share awards.
Awards are subject to continued employment and the achievement of
performance underpins normally measured over a five year period. The
awards will vest following the assessment of the performance underpins.
The Committee has discretion to reduce the vesting outcome if it is not
deemed to reflect the underlying financial or non-financial performance
of the business, the performance of the individual or the experience of
shareholders or other stakeholders over the vesting period.
Dividend equivalents may accrue on awards. Any dividend equivalents
would normally be delivered in shares.
Malus and clawback provisions apply (see table on page 67).
Maximum opportunity of up to 75% of salary may be
awarded in respect of a financial year.
There is no intention to grant restricted share awards
during 2024. The Committee will review its position for
2025 during Q1 2025.
Performance underpins are
determined by the Committee
on an annual basis.
If one or more of the
performance underpins are
not achieved, the Committee
will assess an appropriate
reduction to the vesting
outcome.
Market value options
To incentivise value creation and
provide alignment with shareholder
interests over the longer-term
Annual awards will be granted in the form of share options with an exercise
price equal to the market value of the underlying shares at the grant date.
The awards will normally vest on the third anniversary of the grant date.
Vested awards will be subject to a two year post-vesting holding period.
The Committee has discretion to reduce the vesting outcome if it is not
deemed to reflect the underlying financial or non-financial performance
of the business, the performance of the individual or the experience of
shareholders or other stakeholders over the vesting period.
Malus and clawback provisions apply (see table on page 67).
Maximum opportunity of up to 150% of salary may be
awarded in respect of a financial year.
There is no intention to grant market value options during
2024. The Committee will review its position for 2025
during Q1 2025.
The market value exercise
price serves as an inherent
share price performance
measure. No further
performance measures apply.
Directors’ Remuneration Policy continued
Executive Remuneration Policy continued
Remuneration Policy Table continued
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Directors’ Remuneration Report continued
Element and how it supports our strategy Operation Maximum opportunity Performance measures
Shareholding guidelines
To provide alignment of interest
between Executive Directors
and shareholders.
Executive Directors are expected to build up and retain a holding in shares
with a value equal to 200% of salary.
Executive Directors who step down from the Board are required to retain
a holding in ‘guideline shares’ equal to 200% of salary (or their actual
shareholding at the point of stepping down if lower) for two years following
them stepping down.
‘Guideline shares’ do not include shares which the Executive Director has
purchased. Unless the Committee determines otherwise, an Executive
Director or former Executive Director shall be deemed to have disposed of
shares which are not ‘guidelines shares’ before ‘guideline shares’.
The Committee retains discretion to waive the post-employment
shareholding guideline if it is not considered to be appropriate in the
specific circumstance.
None. None.
Directors’ Remuneration Policy continued
Executive Remuneration Policy continued
Remuneration Policy Table continued
Choice of performance measures
Annual bonus performance measures are
selected to appropriately support the Group’s
strategic objectives. Performance targets are set
in accordance with the Company’s budget and
operating plan and are reviewed annually to ensure
they are sufficiently stretching.
Discretions retained by the Committee in operating
the annual bonus, restricted share awards and
market value options.
The Committee will operate the annual bonus,
restricted share awards and market value
options according to their respective rules. The
Committee retains certain discretions, consistent
with market practice, relating to the operation and
administration of these plans, including:
՟ The ability to adjust or set different performance
measures, weightings and/or targets for annual
bonus awards if there is a material event (such
as a change in strategy, a material acquisition
and/or divestment of a Group business or a
change in prevailing market conditions) which
causes the Committee to determine that the
original performance measures, weightings and/
or targets are no longer appropriate and the
amendment is required so that they achieve their
original purpose. Should there be an adjustment
to targets, the Committee will ensure that they
are not materially less challenging to satisfy than
originally intended.
՟ The ability to adjust share awards in the event
of a variation of share capital or a demerger,
delisting, special dividend or other event that
may affect the Company’s share price.
՟ The ability to settle share awards in cash in
exceptional circumstances.
Any use of the above discretions would,
where relevant, be explained in the Directors’
Remuneration Report.
Application of malus and clawback
Malus and clawback apply to annual bonus awards, restricted share awards and market value options as
follows:
Malus Clawback
Annual bonus To such time as payment is made. Up to two years following payment.
Restricted share
awards
To such time as the award vests. No clawback provisions will normally
apply (as malus provisions will apply
over the vesting period, which is
normally five years)
Market value options To such time as the award vests. Up to two years following vesting.
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Directors’ Remuneration Report continued
Directors’ Remuneration Policy
continued
Application of malus and clawback
continued
Malus and/or clawback may be applied in the
following scenarios:
՟ Discovery of a material misstatement resulting in
an adjustment in the audited accounts;
՟ The assessment of any performance measure
was based on error, or inaccurate or misleading
information;
՟ Action or conduct of a participant which amounts
to fraud or serious misconduct;
՟ Action or conduct of a participant which results
in reputational damage to the Company; or
՟ The Committee determining that there has been
a material corporate failure.
Legacy arrangements
The Committee reserves the right to make any
remuneration payments and payments for loss of
office notwithstanding that they are not in line with
the Remuneration Policy set out on pages 65 to 67
where the terms of the payment were agreed: (i)
before the Policy came into effect; or (ii) at a time
when the relevant individual was not a Director of
the Company and, in the opinion of the Committee,
the payment was not in consideration for the
individual becoming a Director of the Company.
For these purposes “payments” include the
Committee satisfying awards of variable
remuneration and, in relation to an award over
shares, the terms of the payment being “agreed” at
the time the award is granted.
Illustration of application of remuneration
policy for 2024
The chart below illustrates the value of the
Chief Executive Officer’s remuneration package,
should he achieve minimum, on-target or
maximum performance.
0
1,000,000
3,000,000
5,000,000
7,000,000
2,000,000
4,000,000
6,000,000
3,229,215
100%
Minimum On-target Maximum
4,634,642
6,040,069
70% 53%
30%
47%
AED
Fixed Annual bonus
For the purposes of this analysis, the following assumptions have been made:
Minimum performance ՟ Fixed remuneration only (comprising basic salary as at 1 January 2024
and benefits received in 2023)
On-target performance ՟ Fixed remuneration
՟ 50% of maximum annual bonus is earned
՟ No restricted shares or market value share options are granted
Maximum performance ՟ Fixed remuneration
՟ 100% of maximum annual bonus is earned
՟ No restricted shares or market value share options are granted
Maximum performance + 50%
share price growth
՟ Not applicable as no restricted shares or market value share options
are granted
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Directors’ Remuneration Report continued
Directors’ Remuneration Policy continued
Non-Executive Chairman and NED Fee Policy
The Policy on Non-Executive Chair and NED fees is set out below:
Element and how it supports our strategy Operation
Fees
To attract NEDs who have a broad
range of experience and skills to
support establishing and monitoring
the Company’s strategy and
contributing to the development
of the business.
The fees for the NEDs are set by the Non-Executive Chair and the
Chief Executive Officer.
The fee for the Non-Executive Chair is set by the Remuneration
Committee.
Fees may include a base fee and additional fees for further
responsibilities (including but not limited to, chairing Board
Committees or acting as Senior Independent Director) and/or
additional time commitments.
Fees may be paid in cash and/or shares as considered
appropriate.
Fees are normally reviewed annually. Fees are set taking into
account a number of factors including (but not limited to):
The time commitment and responsibilities expected for the roles;
pay and conditions throughout the business; and
practice in companies with similar business characteristics.
The Company will pay reasonable expenses incurred by the
Non-Executive Chair and NEDs and may settle any tax incurred in
relation to these.
The Non-Executive Chair and NEDs are not entitled to any
pension or other employment benefits and do not participate in
any incentive plan.
Overall fees paid to the Non-Executive Chair and NEDs will remain
within the limits set by the Company’s Articles of Association.
Approach to Recruitment Remuneration
The remuneration of a new Executive Director will normally include salary, benefits, pension and
participation in the incentive arrangements in accordance with the Remuneration Policy. The Committee
may include other elements of remuneration which it considers appropriate, subject to the principles and
limits referred to below:
Component Policy
Basic salary Salary will be set taking into account the individual’s experience and calibre,
prevailing market rates in companies of comparable size and complexity and internal
relativities.
If it is considered appropriate to appoint a new Executive Director on a below market
salary (for example, to allow them to gain experience in the role) their salary may be
increased to a market level by way of above wider workforce salary increases over a
number of years. These increases will be subject to continued development in role.
Benefits Benefits will be considered in line with the Remuneration Policy. If the new Executive
Director is required to relocate, reasonable relocation, travel and subsistence
payments may be provided (either via a one-off or ongoing payments and benefits).
Pension Pension contribution levels will be considered in line with the Remuneration Policy.
Maximum level of
variable pay
The Committee will not offer non-performance-related variable remuneration and the
maximum level of variable remuneration which may be granted (excluding buy-out
awards) is 400% of salary.
“Buyout” awards In the case of an external hire it may be necessary to buy-out incentive awards,
benefits or other contractual arrangements (including in relation to the forfeiture
of such amounts on leaving the previous employer). Any such buy-out would
be provided for taking into account the form (e.g. cash or shares), timing and
performance measures of the remuneration being forfeited. Replacement share
awards, if used, will be granted using the Company’s existing incentive plans. Awards
may also be granted outside of these plans if necessary and as permitted under the
Listing Rules.
Other elements of
remuneration
Other elements may be included in the following circumstances:
՟ An interim appointment being made to fill an Executive Director role on a short-
term basis.
՟ If exceptional circumstances require that the Non-Executive Chair or a NED takes
an executive function on a short-term basis.
՟ If an Executive Director is recruited at a time in the year when it would be
inappropriate to provide an annual bonus, restricted share award or market value
option for that year. Subject to the limit on variable pay set out above, the quantum
in respect of the period employed during the year may be transferred to the
subsequent year.
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Directors’ Remuneration Report continued
Directors’ Remuneration Policy continued
Approach to Recruitment Remuneration continued
In the case of an internal appointment, any ongoing remuneration obligations or variable pay element
awarded in respect of the prior role shall be allowed to continue according to its original terms, adjusted as
relevant to take into account the appointment.
Fees payable to a newly appointed Non-Executive Chair or NED will be in line with the fee policy in place at
the time of appointment.
Service Contracts and compensation for loss of office
On 9 February 2023, Ziad El Chaar entered into a new service agreement for the position of Chief
Executive Officer. The Chief Executive Officer’s service agreement is for an initial three year term, subject
to earlier termination by either party on 90 days’ notice, in accordance with the maximum permitted notice
period under UAE law. The three year term can be extended by agreement.
The principles on which the determination of compensation for loss of office will be approached are set
out below:
Component Policy
Payments in lieu of
notice
The Company has discretion to make a payment in lieu of notice. Such payment may
include basic salary and compensation for allowances and benefits for the unexpired
period of notice and a gratuity payment. In accordance with UAE law, the gratuity
payment would comprise 21 days’ basic salary for each of the first five years of
service and 30 days’ basic salary for each additional year of service.
Payments in lieu of notice may be subject to relief.
Annual bonus The payment of a bonus will be at the discretion of the Committee on an individual
basis and will be dependent on a number of factors, including the circumstances of
the individual’s departure and contribution to the business during the financial year.
Unless the Committee determines otherwise, any bonus payment will be paid at the
usual time following the determination of performance measures and be subject to a
pro rata reduction for time served during the performance period.
Component Policy
Restricted share
awards
The extent to which any unvested award will vest will be determined in accordance
with the Dar Global Long Term Incentive Plan rules.
If an Executive Director is not deemed a qualifying leaver, their unvested award will
lapse on cessation of employment.
If an Executive Director is deemed a qualifying leaver (death, ill-health, injury or
disability, sale of employing entity, or any other reason at the discretion of the
Committee) the default position is for their unvested award to be pro-rated for
time served during the vesting period and vest and be released at the normal time
(i.e. following the end of the vesting period) and subject to the achievement of
performance underpins.
The Committee will have discretion to waive time pro-rating and/or accelerate
vesting and release (i.e. to the point of cessation of employment) in exceptional
circumstances (typically death or serious ill-health).
Market value
options
The extent to which any unvested award will vest will be determined in accordance
with the Dar Global Long Term Incentive Plan rules.
Leaver during the vesting period
If an Executive Director is not deemed a qualifying leaver, their unvested award will
lapse on cessation of employment.
If an Executive Director is deemed a qualifying leaver (death, ill-health, injury or
disability, sale of employing entity, or any other reason at the discretion of the
Committee) the default position is for their unvested award to be pro-rated for time
served during the vesting period and vest and be released at the normal time (i.e.
following the end of the post-vesting holding period).
The Committee will have discretion to waive time pro-rating and/or accelerate
vesting and release (i.e. to the point of cessation of employment) in exceptional
circumstances (typically death or serious ill-health).
Leaver during the post-vesting holding period
Unless summarily dismissed for gross misconduct (in which case the award would
lapse on cessation of employment), the Executive Director’s vested award will be
released following the end of the post-vesting holding period.
The Committee will have discretion to accelerate release (i.e. to the point of cessation
of employment) in exceptional circumstances (typically death or serious ill-health).
Other payments In appropriate circumstances, payments may also be made in respect of accrued
holiday, outplacement and legal fees.
The Committee reserves the right to make payments by way of settlement of any
claim arising in connection with the cessation of employment.
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Directors’ Remuneration Report continued
Directors’ Remuneration Policy continued
Service Contracts and compensation for loss of office continued
The Non-Executive Chair and NEDs are engaged for an initial period of three years which thereafter may
be extended, subject to re-election at each AGM. The appointment of the Non-Executive Chair and NEDs
may be terminated by either party on three months’ notice. The dates of each Non-Executive Director’s
initial appointment are set out below:
Director Date of initial appointment Expiry of current term
David Hunter 6 February 2023 6 February 2026
Yousef Al-Shelash 6 February 2023 6 February 2026
Maurice Horan 6 February 2023 6 February 2026
Richard Stockdale 6 February 2023 6 February 2026
Statement of consideration of employment conditions elsewhere in the Group
The Company adopts a policy of positioning fixed pay for all its employees at a level which is competitive
to the market but which does not require the Company to pay any more than is necessary. Employees may
participate in incentive arrangements based on role and seniority.
Information provided by the Human Resources function on pay and conditions across the Company is
considered by the Committee as part of its discussions and decision making on executive remuneration.
We hold employee forums, facilitated by the Human Resources function, where employees have the
opportunity to discuss a topics of interest to them, including executive remuneration.
Statement of consideration of shareholders’ views
In developing the proposed Remuneration Policy the Committee engaged with the Company’s major
shareholder, Dar Al Arkan. The Committee will consult as appropriate with major shareholders and their
representative bodies on any material changes relating to executive remuneration going forwards.
Annual Report on Remuneration
Total single figure table (audited)
The table sets out the remuneration received by each Director for the year ended 31 December 2023
(all figures are in AED):
Fixed pay Variable pay
Salary
3
Benefits
6
Board fees
4
Subtotal
Annual
bonus Subtotal Total
Executive Directors
Ziad El Chaar
1
1,487,381 1,329,628 257,429 3,074,439 - - 3,074,439
Shivaraman Iyer
1,2
709,794 634,513 142,230 1,486,536 100,000 100,000 1,586,536
Non-Executive Directors
David Hunter
5
- - 921,911 921,911 - - 921,911
Yousef Al-Shelash - - 259,811 259,811 - - 259,811
Maurice Horan
5
- - 361,113 361,113 - - 361,113
Richard Stockdale
5
- - 400,066 400,066 - - 400,066
1. For the period from 30 September 2022 (the date of the Company’s incorporation) to 31 December 2022, the Chief
Executive Officer received a basic salary of AED 720,000 and other benefits of AED 89,550 and the Chief Financial
Officer received a basic salary of AED 628,067 and other benefits of AED 78,115.
2. Shivaraman Iyer stepped down from the Board as an Executive Director of the Company with effect from 8 August
2023. The figures in the table above reflect the remuneration earned by Shivaraman Iyer during 2023 as an Executive
Director. Shivaraman Iyer continues in his role as Chief Financial Officer as an employee of the Company.
3. On Admission, the Chief Executive Officer’s basic salary was set at AED 1,857,800 per annum and the Chief Financial
Officer’s basic salary was set at AED 910,400 per annum.
4. The Non-Executive Chair and NEDs were appointed on 6 February 2023. On Admission, the Non-Executive Chair’s
fee was set at £220,000 per annum and the NED base fee was set at £62,000 per annum. An additional fee per
annum is also payable for the Chair of the Audit Committee (£10,000), a member of the Audit Committee (£8,000), the
Chair of the Remuneration Committee (£10,000), a member of the Remuneration Committee (£8,000) and the Senior
Independent Director (£10,000).
5. David Hunter, Maurice Horan and Richard Stockdale were paid an advisory fee of £40,384, £6,115 and £11,381 for
work carried out prior to their appointment becoming effective. These fees represented their annual base fee pro-
rated for the relevant period before their appointment took effect. These fees are not included in the single figure
table above.
6. Benefits received by the Executive Directors during 2023 included: a housing and transportation allowance (AED
1,321,600 for the Chief Executive Officer and AED 346,351 for the Chief Financial Officer); a travel allowance (AED
17,010 for the Chief Executive Officer and AED 20,760 for the Chief Financial Officer); family level private health
insurance (AED 16,702 for the Chief Executive Officer and AED 41,465 for the Chief Financial Officer)
Annual bonus (audited)
Dar Global operated a discretionary bonus arrangement in 2023.
Employees were awarded a one-off cash payment in March 2023 equal to one month salary to
recognise their hard work and dedication in preparing for and delivering a successful Admission. The Chief
Financial Officer received AED 100,000. The Chief Executive Officer did not participate in this one-off
cash payment.
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Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Payments for loss of office and payments to past Directors (audited)
No payments for loss of office or payments to past Directors were made during the year ended
31 December 2023.
Directors’ share interests (audited)
As at 31 December 2023 (or date of stepping down from the Board if earlier), no Director or any of
their connected persons held interests in ordinary shares of the Company. As at 29 February 2024, the
Company has not been advised of any changes to the interests of Directors and their connected persons.
The Committee has introduced shareholding guidelines for Executive Directors under the proposed
Remuneration Policy. See page 67 for details.
Comparison of overall performance and pay
The chart below shows the Total Shareholder Return of the Company and the FTSE SmallCap Index over
the period from 28 February 2023 (the Company’s Admission) to 31 December 2023. The FTSE SmallCap
Index represents the most appropriate broad index comparison for a company of Dar Global’s size.
Historical Total Shareholder Return performance
Growth in the value of a hypothetical $100 holding over the period from 23 February 2023 to
31 December 2023.
$90
$95
$100
$105
$110
Feb 23 May 23 Aug 23 Nov 23
$85
Dar Global
FTSE SmallCap
The table below sets out the Chief Executive Officer’s single figure remuneration for 2023. Since the
Company was incorporated on 30 September 2022 and listed on the London Stock Exchange on
28 February 2023, there is no comparable remuneration to disclose for previous years.
2023
Single figure of remuneration 3,074,439
Annual bonus (% of maximum) n/a
1
Long-term incentive (% of maximum) n/a
2
1. No annual bonus was paid to the Chief Executive Officer in respect of the year ended 31 December 2023.
2. No long-term incentive awards were capable of vesting in respect of the year ended 31 December 2023.
Percentage change in remuneration
Since the Company was incorporated on 30 September 2022 and listed on the London Stock Exchange
on 28 February 2023, there is no comparable remuneration to disclose for the prior year. Full disclosure
on the percentage change for Director and employee remuneration will be provided in future Directors’
Remuneration Reports.
Group Chief Executive Officer pay ratio
The Committee takes into account pay and conditions for the wider workforce when determining the
remuneration package for the Chief Executive Officer. A Chief Executive Officer pay ratio for 2023 has not
been disclosed noting that the Company has less than 250 UK employees. The Company will keep this
disclosure under review for future years.
Relative importance of pay spend
The table below sets out the total expenditure in relation to total employee pay and distributions
to shareholders for the year ended 31 December 2023. Since the Company was incorporated on
30 September 2022 and listed on the London Stock Exchange on 28 February 2023, there is no
comparable information to disclose for the prior year.
2023
Total employee pay USD 19,040,312
Distribution to shareholders nil
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Implementation of Remuneration Policy for 2024
Chief Executive Officer salary
No basic salary increase has been awarded to the CEO in respect of 2024.
Chief Executive Officer annual bonus
The terms of a 2024 annual bonus award for the Chief Executive Officer are still being considered by the
Committee. Details will be provided in the 2024 Directors’ Remuneration Report.
There is no intention to grant restricted share awards or market value options to the Chief Executive
Officer or other employees during 2024.
Non-Executive Chair and NED fees
No fee increase has been awarded to the Non-Executive Chair or NEDs in respect of 2024.
Committee membership
Since Admission, the Committee comprised three Independent Non-Executive Directors.
Role of the Remuneration Committee
The role of the Remuneration Committee is to determine and recommend to the Board the Remuneration
Policy for Executive Directors, and set remuneration for the Executive Directors, Non-Executive Chair and
senior management (including the Company Secretary). In doing so the Committee has regard for the pay
and conditions for the wider workforce. The Committee’s role and responsibilities are detailed within its
Terms of Reference.
The Committee’s key activities
The key activities and decisions of the Committee during 2023 were as follows:
՟ The appointment of independent advisors to the Committee.
՟ Approval of the proposed Remuneration Policy that will be subject to shareholder approval at the
2024 AGM.
՟ Approval of the proposed incentive framework for Executive Directors and senior management.
Advisors to the Committee
The Committee appointed Deloitte LLP on 27 November 2023 as its independent advisor following a
competitive tender process. No fees had been charged in respect of this advice as at 31 December 2023.
Deloitte LLP is a founder member of the Remuneration Consultants Group and as such voluntarily operates
under its Code of Conduct in relation to executive remuneration in the UK. The Committee is satisfied that
Deloitte provides objective and independent advice.
The Committee also received assistance from the Chief Executive Officer, Senior HR Director and
Company Secretary, although they do not participate in discussions relating to the setting of their own
remuneration.
This Remuneration report was approved by the Board and signed on its behalf by:
Richard Stockdale
Chairman of the Remuneration Committee
29 February 2024
Directors’ Remuneration Report continued
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Directors’ Report
The Directors present their report, together with the audited Financial Statements for the period ended
31 December 2023.
In accordance with the Companies Act 2006 (as amended), the Listing Rules and the Disclosure Guidance
and Transparency Rules, the Corporate Governance Statement, Directors’ remuneration report, report
from the Audit and Risk Committee and the statement of Directors’ responsibilities should be read in
conjunction with one another and the strategic report. As permitted by legislation, some of the matters
normally included in the Directors’ report have instead been included in the strategic report, as the
Board considers them to be of strategic importance. The Strategic Report and the Directors’ Report
together constitute the management report as required under Rule 4.1.8R of the Disclosure Guidance and
Transparency Rules.
Board of Directors
During the year under review the following directors held office. More information on the current Directors
and their biographical details are detailed on pages 54 to 56:
՟ David Hunter
՟ Ziad El Chaar
՟ Richard Stockdale
՟ Yousef Al-Shelash
՟ Maurice Horan
՟ Shivaraman Iyer (Resigned 8 August 2023)
Following the resignation of Shivaraman Iyer, the Board includes an appropriate combination of Executive
Directors and Non-Executive Directors, with majority of the Board considered independent. No one
individual or small group of individuals dominates the Board’s decision-making. Further information on
the Company’s application of the principles and provisions of the UK Corporate Governance Code can be
found in the Corporate Governance Report on pages 50 to 53.
Disclosure of information to auditors
The Directors confirm that, so far as they are each aware, there is no relevant audit information of which
the Company’s auditors are unaware. Each Director has taken all reasonable steps that they ought to have
taken as a Director to make themselves aware of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
Directors’ and Officers’ insurance and indemnities
The Group has maintained Directors’ and Officers’ Liability Insurance cover throughout the period. The
Directors, if they deem it necessary, have the facility to obtain legal or other relevant advice at the expense
of the Company in their capacity as Directors. The Company has also provided Deeds of Indemnity to
each director as permitted by Section 234 of the Companies Act 2006 and by the Articles, which remain in
force at the date of this report.
Political donations
The Group did not make any political donations or incur political expenditure in 2023.
Subsidiaries, principal activities and branches
The Group acts as a holding company for the Group of subsidiaries. The Group’s subsidiaries are set out
on pages 88 to 89 of the financial statements.
Share capital
Details of the Company’s share capital, together with details of the movements in the share capital during
the year, are shown on page 104 of the accounts. The Company has one class of ordinary shares which
carry no right to fixed income. Each share carries the right to one vote at a general meeting of
the Company.
Dividend
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.
Major interests in shares
As at 31 December 2023, the Company had been notified of the following interests in 3% or more of
the Company’s issued share capital, in accordance with Rule 5 of the FCA’s Disclosure Guidance and
Transparency Rules. The information provided below is correct at the date of notification.
As at 31 December 2023 As at 28 February 2024
Holder
Number of
Shares
Voting rights
(%)
Number of
Shares
Voting rights
(%)
Dar Al Arkan Global Investment LLC* 158,400,000 88% 158,400,000 88%
*Formerly known as Dar Al Arkan Global Real Estate Development LLC
Since 31 December 2023 until 28 February 2024, the Company has not been notified of any interests
representing over 3% of the issued share capital.
Articles of association and powers of the Directors
The Directors’ powers are conferred on them by UK legislation and by the Company’s Articles. The
Company’s Articles of Association ("the Articles") contain the rules relating to the powers of the
Company’s directors and their appointment and replacement mechanisms. The Articles may only be
amended by special resolution at a general meeting of the shareholders. Subject to the Group’s Articles
and relevant regulatory measures, including the Companies Act 2006, the day-to-day business of the
Group is managed by the Board who may exercise all the powers of the Company.
In accordance with the Articles, the Directors are subject to annual re-election by shareholders and all
the Directors will stand for election at the forthcoming Annual General Meeting, this being the first Annual
General Meeting since their appointment, to be held on 28 March 2024. More information on the Directors
can be found in the Directors’ biographies on pages 53 to 55.
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Relationship agreement
The Company entered into a Relationship Agreement (“Relationship Agreement”) with Dar Al Arkan Real
Estate Development Company PJSC
1
("the Major Shareholder") on 12 February 2023, the terms of which
came into force on admission of the shares of the Company to trade on the Standard Listing segment of
the London Stock Exchange.
The principal purpose of the Relationship Agreement is to ensure that the Company is capable at all times
of carrying on its business independent of the Major Shareholder and their associates, that transactions
and relationships with the Major Shareholder and their associates are at arm’s length and on normal
commercial terms (subject to the rules on related party transactions in the Listing Rules) and to ensure the
Major Shareholder does not take any action that would prevent the Company from complying with, or would
encourage the Company to seek to circumvent, the Listing Rules. The Relationship Agreement will remain in
full force and effect for so long as such the Major Shareholder, together with its associates, holds Ordinary
Shares representing at least 10% of the Ordinary Shares in issue by the Company from time to time (save
that the Major Shareholder may terminate the Relationship Agreement if the Company is delisted from the
Main Market of the London Stock Exchange or experiences certain insolvency related scenarios).
Significant agreements
The Group has two significant agreements that would be terminable upon a change of control: the
Emirates National Bank of Dubai loan facility and the Abu Dhabi Commercial Bank loan facility.
Future developments in the business
The likely future developments in respect of the business can be found in the Strategic report on pages 8
and 18 and forms part of this report by reference.
Compensation for loss of office
There are no agreements between the Company and its Directors or employees providing for
compensation for loss of office or employment that occurs because of a takeover bid.
1. Interest is held indirectly through various subsidiaries. Dar Al Arkan Global Investment LLC (previously known as
Dar Al Arkan Real Estate Development LLC) is the immediate controlling shareholder of the Company.
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.
Under company law the directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and parent Company and of the Group’s
profit or loss for that period. In preparing each of the Group and parent Company financial statements, the
directors are required to:
՟ Select suitable accounting policies and then apply them consistently;
՟ Make judgements and estimates that are reasonable, relevant, and reliable;
՟ State whether they have been prepared in accordance with UK-adopted international accounting
standards;
՟ Assess the Group and parent Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
՟ Use the going concern basis of accounting unless they intend either to liquidate the Group or the parent
Company or to cease operations or have no realistic alternative but to do so.
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.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies
with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial statements
will form part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report
on these financial statements provides no assurance over whether the annual financial report has been
prepared in accordance with those requirements.
Directors’ Report continued
Statement of Directors’ responsibilities in respect
of the annual report and the financial statements
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Responsibility statement of the directors in respect of the annual
financial report
We confirm that to the best of our knowledge:
՟ The financial statements, prepared in accordance with the applicable set of accounting standards, give
a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole; and
՟ The strategic report/directors’ report includes a fair review of the development and performance of the
business and the position of the issuer, and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that they face.
The Directors’ Report, which has been prepared in accordance with the requirements of the Companies
Act 2006, has been approved by the Board and signed on its behalf by:
David Hunter
Chairman
29 February 2024
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03
Financial Statements
78 Independent Auditor’s Report
84 Consolidated Statement of Financial Position
85 Consolidated Statement of Profit or Loss and Other Comprehensive Income
86 Consolidated Statement of Changes in Equity
87 Consolidated Statement of Cash Flows
88 Notes to the Consolidated Financial Statements
111 Company Statement of Financial Position
112 Notes to the Company Financial Position
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Independent Auditor's Report
Our opinion is unmodified
We have audited the consolidated financial
statements and Company financial statements
of Dar Global PLC (the “Company”) and its
subsidiaries (together, the "Group"), which
comprise the consolidated and Company
statements of financial position as at 31 December
2023, the consolidated statement of profit or loss
and other comprehensive income, the consolidated
statement of changes in equity and consolidated
statement of cash flows for the year then ended,
the Company statement of changes in equity from
30 September 2022 to 31 December 2023 and
notes, comprising significant accounting policies
and other explanatory information.
In our opinion:
՟ the financial statements give a true and fair view
of the state of the Group's and of the Company's
affairs as at 31 December 2023 and of the
Group's profit for the year then ended;
՟ the Group financial statements are properly
prepared in accordance with UK-adopted
international accounting standards;
՟ the parent Company financial statements have
been properly prepared in accordance with
UK accounting standards, including FRS 101
Reduced Disclosure Framework; and
՟ the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities
are described below. We believe that the audit
evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit
opinion is consistent with our report to the
audit committee.
We were first appointed as auditor by the directors
on 23 May 2023. The period of total uninterrupted
engagement is for the financial year ended
31 December 2023. We have fulfilled our ethical
responsibilities under, and we remain independent
of the Company and Group in accordance with,
UK ethical requirements including the FRC Ethical
Standard as applied to public interest entities. No
non-audit services prohibited by that standard
were provided.
Other matter – prior period financial
statements
We note that the prior period financial statements
were not audited. Consequently ISAs (UK) require
the auditor to state that the corresponding figures
contained within these financial statements are
unaudited. Our opinion is not modified in respect of
this matter.
Key audit matters: our assessment of
the risks of material misstatement
Key audit matters are those matters that, in our
professional judgment, were of most significance in
the audit of the consolidated financial statements
and Company financial statements and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
identified by us, including those which had the
greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing
the efforts of the engagement team. We summarise
below the key audit matters, in arriving at our
audit opinion above, together with our key audit
procedures to address those matters and, as
required for public interest entities, our results from
those procedures. These matters were addressed,
and our results are based on procedures
undertaken, in the context of, and solely for the
purpose of, our audit of the consolidated financial
statements and Company financial statements as
a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we
do not provide a separate opinion on these matters.
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The risk Our response
Revenue recognition
2023: USD 360,575,755 (2022
Unaudited: USD 80,001,625)
Refer to the Audit and Risk
Committee Report on page 57, note
2.16 accounting policy and note 23
disclosures.
Basis:
The Group recognises revenue on sale of development properties in
accordance with IFRS 15 “Revenue from Contracts with Customers” either
at the point in time at which the performance obligation is satisfied or over
time depending on the terms of contracts with customers.
The Group has elected to apply the input method to measure the progress
of performance obligations where revenue is recognised over time. In
applying the input method, the Group estimates the cost to complete the
projects in order to determine the amount of revenue to be recognised.
Risk:
Revenue recognition involves judgement in determining whether a
contract exists as there is a risk that contracts with customers are
accounted for prior to the parties being committed to their obligations and
before the collection of consideration from customers is probable.
The recognition of revenue requires a high level of estimation by
management in determining costs to meet performance obligations
satisfied over time for the recognition of proportionate revenue. There
is a risk that revenue is recognised prior to performance obligations
being satisfied, resulting in revenue not being accounted for in the
correct period.
The effect of these matters is that, as part of our risk assessment,
we determined that the revenue recognition model has a high degree
of judgement and estimation uncertainty, with a potential range of
reasonable outcomes greater than our materiality for the financial
statements as a whole, and possibly many times that amount.
Our audit procedures included:
Internal Controls:
Documenting and assessing the design and implementation of controls regarding
revenue recognition;
Challenging managements’ assumptions and inputs:
We critically assessed the appropriateness of key assumptions regarding costs to complete
by agreeing expected costs to complete to construction contractors’ agreements or other
supporting documents on a sample basis and recalculated development completion percentage
underpinning revenue recognition;
Assessing the revenue recognition model:
Identifying a contract:
We assessed the appropriateness of managements judgement in determining the existence of
a contract by examining agreements with customers and the assessment by management that
collection is probable;
Satisfaction of timing of performance obligations:
We assessed whether performance obligations are satisfied at a point in time or over time and
are accounted for in accordance with the appropriate accounting standards;
On a sample basis, we assessed the appropriateness of percentage of completion of the
construction of properties by reference to costs incurred to date compared to total expected
costs where the performance obligation is satisfied over time;
We considered the cash collection profile in comparison to the satisfaction of performance
obligations to assess whether a significant financing component existed within the contract;
We performed cut off testing over costs recorded close to the year-end and including customer
defaults / forfeiture of units post year-end.
Assessing disclosures:
We considered the adequacy of the Group’s disclosures regarding the recognition of revenue.
Our results
We found the results of our testing in respect of revenue recognition to be satisfactory and the
recording of revenue and related disclosures to be acceptable.
Independent Auditor's Report continued
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The risk Our response
Carrying value of
development properties
inventory
2023: USD 216,931,211 (2022
Unaudited: USD 302,274,899)
Refer to the Audit and Risk
Committee Report on page 57,
note 2.8 accounting policy and
note 8 disclosures.
Estimation uncertainty:
The Group holds development properties in different jurisdictions. The
carrying value of these properties are stated at the lower of cost and net
realisable value.
Determining the net realisable value of these properties is a significant
judgement area and is underpinned by several assumptions such as sales
values and costs to complete that are inherent in site forecasts and the
level of provisioning, if any, required for impairment. These assumptions
are inherently subjective and therefore may be open to management bias.
The carrying value of inventory is assessed by management by reference
to current market information and assumptions. In performing the
assessment, management undertake annual valuations to determine
the expected outcome of each development and hence identify if any
reduction to carrying value is required.
The effect of these matters is that, as part of our risk assessment,
we determined that the assumptions used in the net realisable value
assessment have a high degree of estimation uncertainty, with a potential
range of reasonable outcomes greater than our materiality for the financial
statements as a whole, and possibly many times that amount.
Risk:
There is a risk that the carrying value of inventory is overstated.
Our audit procedures included:
Internal Controls:
Documenting and assessing the design and implementation of the controls regarding net
realisable value of inventory;
Use of KPMG Specialists:
Our own real estate valuation specialists assisted us in assessing the valuation/Gross
Development Value (“GDV”) estimate, through evaluating the methods adopted (such as residual
value or discounted cashflow approaches) and challenging the key assumptions (including
sales prices and discount rates) through comparison against historic data, current sales and
consideration of current market conditions;
Challenging managements’ assumptions and inputs:
For incomplete development sites we compared the actual costs incurred to date to the
budgeted costs to complete, where relevant, and agreed the approved budgeted costs to
construction contracts where they had been signed or completion of works statements from
managements specialists;
We performed an independent headroom and sensitivity analysis to evaluate the extent of the
impact of changes in significant assumptions to the conclusions reached by management;
Test of details
We agreed a sample of additions to development properties inventory to supporting
documentation such as agreements or other purchases documentation;
We assessed whether costs capitalised to development properties inventory were eligible in
accordance with the relevant accounting standards;
Assessing disclosures:
We considered the adequacy of the Group’s disclosures about the economic and operational
circumstances impacting the carrying value of inventory property.
Our results
We found the results of our testing to be satisfactory and the carrying value of development
properties inventory recognised and related disclosures to be acceptable.
Independent Auditor's Report continued
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The risk Our response
Recoverability of parent
Company’s investment in
subsidiaries
Investment in subsidiaries
USD 370,547,062.
Refer to note 2.8 accounting policy
and note 6 disclosures in the
Company financial statements.
Low risk, high value:
The carrying value of the parent Company’s investment in subsidiaries
represents 99% of the parent Company’s total assets. The assessment of
carrying value is not at a high risk of significant misstatement or subject to
significant judgement as the carrying value is supported by the net asset
value of the subsidiaries and the profits forecast to be made on sale of
the development properties owned by the subsidiaries (which are stated
at cost in the financial statements). However, due to its materiality in the
context of the parent Company financial statements, this is considered
to be the area that had the greatest effect on our overall parent
Company audit.
Our audit procedures included:
Test of details:
We compared the carrying amount of 100% of the parent Company’s investments in subsidiaries
with the relevant subsidiaries’ balance sheet and budgets for the underlying development
properties to identify whether their financial position supported the carrying amount of the
parent Company’s investments in those subsidiaries. We evaluated budgeted forecasts in line
with our knowledge of the entity.
Assessing disclosures:
We have also considered the adequacy of the Company’s disclosure in respect of the carrying
value of the investments in the subsidiaries.
Our results:
The results of our testing were satisfactory and we found the carrying value and associated
disclosure of the investment in subsidiaries to be acceptable.
Independent Auditor's Report continued
Our application of materiality and an
overview of the scope of our audit
Materiality for the consolidated financial
statements as a whole was set at USD 3,700,000,
determined with reference to a benchmark of
Group total assets of USD 767,346,062, of which it
represents approximately 0.5%.
Materiality for the Company financial statements
was set at USD 1,900,000, determined with
reference to a benchmark of Company total
assets of USD 386,537,152, of which it represents
approximately 0.5%.
In line with our audit methodology, our procedures
on individual account balances and disclosures
were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level
the risk that individually immaterial misstatements
in individual account balances add up to a
material amount across the consolidated financial
statements as a whole. Performance materiality
for the Group was set at 65% of materiality
for the consolidated financial statements as a
whole, which equates to USD 2,400,000, which
is lower than the maximum of 75% per our
methodology. This was to take into account the
Group nature of the audit and resulting increased
level of aggregation risk from consolidation of
the subsidiaries. For the Company, performance
materiality was set at 75%, which equates to
USD 1,425,000. We applied this percentage in our
determination of performance materiality because
we did not identify any factors indicating an
elevated level of risk.
We reported to the Audit Committee any corrected
or uncorrected identified misstatements exceeding
USD 185,000 for the consolidated financial
statements and USD 95,000 for the Company
financial statements, in addition to other identified
misstatements that warranted reporting on
qualitative grounds.
Our audit of the Group and Company was
undertaken to the materiality levels specified
above, which has informed our identification of
significant risks of material misstatement and the
associated audit procedures performed in those
areas as detailed above.
The group audit team performed the audit of the
Group and Company financial statements. The
audit was performed using the materiality level
set out above and covered 100% of total Group
revenue, total Group profit before tax, and 96%
total Group assets and liabilities.
Going concern
The directors have prepared the consolidated
financial statements and Company financial
statements on the going concern basis as they do
not intend to liquidate the Group or the Company
or to cease their operations, and as they have
concluded that the Group and the Company's
financial position means that this is realistic. They
have also concluded that there are no material
uncertainties that could have cast significant
doubt over their ability to continue as a going
concern for at least a year from the date of
approval of the consolidated financial statements
and the Company financial statements (the “going
concern period"). In our evaluation of the directors'
conclusions, we considered the inherent risks to
the Group and the Company's business model and
analysed how those risks might affect the Group
and the Company's financial resources or ability to
continue operations over the going concern period.
The risks that we considered most likely to affect
the Group and Company's financial resources or
ability to continue operations over this period were:
՟ Availability of capital to meet operating costs and
other financial commitments; and
՟ The forecast level of sales and the recoverability
of financial assets subject to credit risk;
We considered whether these risks could plausibly
affect the liquidity in the going concern period
by comparing severe, but plausible downside
scenarios that could arise from these risks
individually and collectively against the level of
available financial resources indicated by the Group
and Company’s financial forecasts.
We considered whether the going concern
disclosure in note 2.2 to the financial statements
gives a full and accurate description of the
directors' assessment of going concern.
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Going concern continued
Our conclusions based on this work:
՟ we consider that the directors' use of the going
concern basis of accounting in the preparation
of the consolidated financial statements and
Company financial statements is appropriate;
՟ we have not identified, and concur with the
directors' assessment that there is not, a material
uncertainty related to events or conditions that,
individually or collectively, may cast significant
doubt on the Group and the Company's ability
to continue as a going concern for the going
concern period; and
՟ we have nothing material to add or draw
attention to in relation to the directors' statement
in the notes to the consolidated financial
statements and Company financial statements
on the use of the going concern basis of
accounting with no material uncertainties that
may cast significant doubt over the Group and
the Company's use of that basis for the going
concern period.
However, as we cannot predict all future events or
conditions and as subsequent events may result
in outcomes that are inconsistent with judgements
that were reasonable at the time they were made,
the above conclusions are not a guarantee that the
Group and the Company will continue in operation.
Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of
material misstatement due to fraud
To identify risks of material misstatement due
to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or
pressure to commit fraud or provide an
opportunity to commit fraud. Our risk assessment
procedures included:
՟ enquiring of management as to the Group’s
policies and procedures to prevent and detect
fraud as well as enquiring whether management
have knowledge of any actual, suspected or
alleged fraud;
՟ reading minutes of meetings of those charged
with governance; and
՟ using analytical procedures to identify any
unusual or unexpected relationships.
As required by auditing standards, and taking
into account possible incentives or pressures to
misstate performance and our overall knowledge
of the control environment, we perform procedures
to address the risk of management override
of controls and the risk of fraudulent revenue
recognition, and the risk that management may
be in a position to make inappropriate accounting
entries. We did not identify any additional
fraud risks.
We performed procedures including:
՟ identifying journal entries and other adjustments
to test based on risk criteria and comparing any
identified entries to supporting documentation;
and
՟ incorporating an element of unpredictability in
our audit procedures;
Further detail in respect of revenue is set out in the
key audit matter section of this report.
Identifying and responding to risks of
material misstatement due to non-
compliance with laws and regulations
We identified areas of laws and regulations that
could reasonably be expected to have a material
effect on the consolidated financial statements
and Company financial statements from our
sector experience and through discussion with
management (as required by auditing standards),
and from inspection of the Group’s regulatory
and legal correspondence, if any, and discussed
with management the policies and procedures
regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks
involved gaining an understanding of the control
environment including the entity’s procedures for
complying with regulatory requirements.
The Group is subject to laws and regulations
that directly affect the consolidated financial
statements and Company financial statements
including financial reporting legislation and
taxation legislation and we assessed the extent
of compliance with these laws and regulations
as part of our procedures on the related financial
statement items.
The Group is subject to other laws and regulations
where the consequences of non-compliance could
have a material effect on amounts or disclosures
in the consolidated financial statements and
Company financial statements, for instance through
the imposition of fines or litigation or impacts on
the Group and the Company’s ability to operate. We
identified financial services regulation as being the
area most likely to have such an effect, recognising
the regulated nature of the Group’s activities and
its legal form. Auditing standards limit the required
audit procedures to identify non-compliance
with these laws and regulations to enquiry of
management and inspection of regulatory and
legal correspondence, if any. Therefore if a breach
of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will
not detect that breach.
Context of the ability of the audit to
detect fraud or breaches of law or
regulation
Owing to the inherent limitations of an audit,
there is an unavoidable risk that we may not have
detected some material misstatements in the
consolidated financial statements and Company
financial statements, even though we have properly
planned and performed our audit in accordance
with auditing standards. For example, the further
removed non-compliance with laws and regulations
is from the events and transactions reflected in the
consolidated statements and Company financial
statements, the less likely the inherently limited
procedures required by auditing standards would
identify it.
In addition, as with any audit, there remains a
higher risk of non-detection of fraud, as this may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
controls. Our audit procedures are designed
to detect material misstatement. We are not
responsible for preventing non-compliance or fraud
and cannot be expected to detect non-compliance
with all laws and regulations.
Other information
The directors are responsible for the other
information, which comprises the strategic report,
the directors' report and the other information
included in the annual report, but does not
include the consolidated financial statements and
Company financial statements and our auditor’s
report thereon. Our opinion on the consolidated
financial statements and Company financial
statements does not cover the other information
and, accordingly, we do not express an audit
opinion or, except as explicitly stated below, any
form of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether, based on our
consolidated financial statements and Company
financial statements audit work, the information
therein is materially misstated or inconsistent
with the consolidated financial statements and
Company financial statements or our audit
knowledge. Based solely on that work:
՟ we have not identified material misstatements in
the other information;
՟ in our opinion the information given in the
strategic report and the directors' report for the
financial year is consistent with the consolidated
financial statements and Company financial
statements; and
՟ in our opinion those reports have been prepared
in accordance with the Companies Act 2006.
Independent Auditor's Report continued
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Other information continued
Directors’ remuneration report
In our opinion the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal
risks and longer term viability
We are required to perform procedures to identify
whether there is a material inconsistency between
the directors’ disclosures in respect of emerging
and principal risks and the viability statement,
and the consolidated financial statements and
Company financial statements and our audit
knowledge. We have nothing material to add or
draw attention to in relation to:
՟ the directors’ confirmation within the Viability
Statement (page 36) that they have carried
out a robust assessment of the emerging and
principal risks facing the Group, including those
that would threaten its business model, future
performance, solvency or liquidity;
՟ the emerging and principal risks disclosures
describing these risks and explaining how they
are being managed or mitigated;
՟ the directors’ explanation in the Viability
Statement (page 36) as to how they have
assessed the prospects of the Group, over
what period they have done so and why they
consider that period to be appropriate, and their
statement as to whether they have a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities as
they fall due over the period of their assessment,
including any related disclosures drawing
attention to any necessary qualifications
or assumptions.
Corporate governance disclosures
We are required to perform procedures to
identify whether there is a material inconsistency
between the directors’ corporate governance
disclosures and the consolidated financial
statements and company financial statements and
our audit knowledge.
Based on those procedures, we have concluded
that each of the following is materially consistent
with the consolidated financial statements and
Company financial statements and our audit
knowledge:
՟ the directors’ statement that they consider
that the annual report, consolidated financial
statements and Company financial statements
taken as a whole is fair, balanced and
understandable, and provides the information
necessary for shareholders to assess the
Company’s position and performance, business
model and strategy;
՟ the section of the annual report describing
the work of the Audit Committee, including
the significant issues that the audit committee
considered in relation to the financial statements,
and how these issues were addressed; and
՟ the section of the annual report that describes
the review of the effectiveness of the Company’s
risk management and internal control systems.
Corporate governance disclosures
Based solely on our work on the other information
described above:
՟ with respect to the Corporate Governance
Statement disclosures about internal control
and risk management systems in relation to
financial reporting processes and about share
capital structures:
՟ we have not identified material misstatements
therein; and
՟ the information therein is consistent with the
financial statements; and
՟ in our opinion, the Corporate Governance
Statement has been prepared in accordance
with relevant rules of the Disclosure Guidance
and Transparency Rules of the Financial
Conduct Authority.
We are also required to report to you if a
corporate governance statement has not been
prepared by the Company. We have nothing to
report in these respects.
We have nothing to report on other
matters on which we are required to
report by exception
Under the Companies Act 2006, we are required to
report to you if, in our opinion:
՟ adequate accounting records have not been
kept, or returns adequate for our audit have not
been received from branches not visited by us;
or
՟ the parent Company financial statements and
the part of the Directors’ Remuneration Report
to be audited are not in agreement with the
accounting records and returns; or
՟ certain disclosures of directors’ remuneration
specified by law are not made; or
՟ we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set
out on page 75, the directors are responsible
for: the preparation of the consolidated financial
statements and Company financial statements
including being satisfied that they give a true and
fair view; such internal control as they determine
is necessary to enable the preparation of
consolidated financial statements and Company
financial statements that are free from material
misstatement, whether due to fraud or error;
assessing the Group and Company’s ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern;
and using the going concern basis of accounting
unless they either intend to liquidate the Group or
the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance
about whether the consolidated financial
statements and Company financial statements as a
whole are free from material misstatement, whether
due to fraud or error, and to issue our opinion in an
auditor’s report. Reasonable assurance is a high
level of assurance, but does not guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of the consolidated financial statements
and Company financial statements.
A fuller description of our responsibilities is
provided on the FRC’s website at www.frc.org.uk/
auditorsresponsibilities.
The purpose of this report and
restrictions on its use by persons
other than the Company's members
as a body
This report is made solely to the Company's
members, as a body, in accordance with chapter
3 of part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Company’s members those matters we are
required to state to them in an auditor’s report
and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the Company
and its members, as a body, for our audit work, for
this report, or for the opinions we have formed.
Edward Houghton (Senior Statutory Auditor)
For and on behalf of KPMG Audit LLC (Statutory
Auditor)
Chartered Accountants
Isle of Man
29 Feb 2024
Independent Auditor's Report continued
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Consolidated Statement of financial position
As at 31 December 2023 (in United States dollar)
| 31 December | |||
| 31 December | 2022 | ||
| Note | 2023 | (Unaudited) | |
| Assets | |||
| Cash and cash equivalents | 5 | ||
| Trade and unbilled receivables | 6 | ||
| Advances, deposits and other receivables | 7 | ||
| Development properties | 8 | ||
| Escrow retentions | 9 | ||
| Investment in joint venture | 10 | ||
| Loan to joint venture | 11 | ||
| Due from related parties | 19 | ||
| Property and equipment | 12 | ||
| Right-of-use assets | 13 | ||
| Deferred tax assets | 20 | ||
Total assets | |||
| Liabilities and equity | |||
| Liabilities | |||
| Trade and other payables | 14 | ||
| Advances from customers | 15 | ||
| Retention payable | 16 | ||
| Development property liability | 17 | ||
| Loans and borrowings | 18 | ||
| Due to related party | 19 | ||
Employees’ end of service benefits | |||
| Lease liabilities | 13 | ||
Total liabilities |
| 31 December | |||
| 31 December | 2022 | ||
| Note | 2023 | (Unaudited) | |
| Equity | |||
| Share capital | 21 | ||
| Share premium | 22 | ||
Capital contribution | |||
Retained earnings | |||
Foreign currency translation reserve | |||
| Statutory reserve | 2.22 | ||
Total equity | |||
Total liabilities and equity |
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 29 February 2024
and signed on its behalf by:
David Hunter Ziad El Chaar
Chairman Chief Executive Officer
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Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2023 (in United States dollar)
| 31 December | |||
| 31 December | 2022 | ||
| Note | 2023 | (Unaudited) | |
Revenue | 23 | ||
| Cost of revenue | 23 | ( | ( |
Gross profit | |||
Other income | 24 | ||
Selling and marketing expenses | 25 | ( | ( |
General and administrative expenses | 26 | ( | ( |
Finance costs | 27 | ( | ( |
Finance income | 27 | ||
Share of loss from joint venture | 10 | ( | ( |
Profit/ (loss) before tax | ( | ||
Income tax credit | 20 | ||
Profit/(loss) for the year | ( | ||
| Other comprehensive income/(loss) | |||
| Items that are or may be classified subsequently to profit | |||
| or loss | |||
Increase/(decrease) in foreign currency translation reserve | ( | ||
Total comprehensive income/(loss) for the year | ( |
| 31 December | |||
| 31 December | 2022 | ||
| Note | 2023 | (Unaudited) | |
| Profits attributable to: | |||
Owners of the Company | ( | ||
Non-controlling Interests | |||
( | |||
| Total comprehensive income/(loss) attributable to: | |||
Owners of the Company | ( | ||
Non-controlling Interests | |||
( | |||
| Earnings per share attributable to owners of the Company: | |||
| – basic and diluted earnings per share (USD) | 28 | ( | |
Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA) | |||
Net finance costs/(income) | ( | ||
| Depreciation on property and equipment and right-of-use | |||
assets | |||
Listing related (reversal)/ expenses | ( | ||
| Tax (expenses)/credit | ( | ||
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.
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Consolidated statement of changes in equity
For the year ended 31 December 2023 (in United States dollar)
| Foreign | |||||||
| currency | |||||||
| Statutory | translation | Retained | Capital | ||||
| Share capital | reserve | reserve | earnings | Share premium | Contribution | Total equity | |
Balance as at 1 January 2022 (Unaudited) | |||||||
Profit for the year | ( | ( | |||||
Other comprehensive income | ( | ( | |||||
Total comprehensive income for the year | ( | ( | ( | ||||
| Transactions with owners of the Company | |||||||
Capital contribution for the year* | |||||||
Issue of ordinary shares | ( | ||||||
Transferred from capital contribution | ( | ||||||
Total transactions with owners of the Company | |||||||
Balance as at 31 December 2022 (Unaudited) | |||||||
Balance as at 1 January 2023 | |||||||
Profit for the year | |||||||
Other comprehensive income | |||||||
Total comprehensive income for the year | |||||||
| Transaction with owners of the Company | |||||||
Issue of shares related to acquisition of subsidiary (notes 21 & 22) | ( | ||||||
Issue of ordinary shares (notes 21 & 22) | |||||||
Reduction of share capital (notes 21 & 22) | ( | ( | |||||
Other reserves | |||||||
Statutory reserve | ( | ||||||
Total transactions with owners of the Company | ( | ( | |||||
Balance as at 31 December 2023 |
* 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.
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Consolidated statement of cash flows
For the year ended 31 December 2023 (in United States dollar)
| 31 December | |||
| 31 December | 2022 | ||
| Note | 2023 | (Unaudited) | |
| Cash flows from operating activities | |||
Profit/(loss) for the year | ( | ||
| Adjustments for: | |||
Depreciation on property and equipment | 26 | ||
| Depreciation on right–of–use assets | 26 | ||
Provision for employees’ end of service benefits | |||
Impairment on investments | |||
| Loss on early termination of lease | 26 | ||
| (Reversals)/accruals for listing related expenses | 26 | ( | |
| Finance costs | 27 | ||
| Finance income | 27 | ( | ( |
Share of loss from joint venture | |||
Income tax expenses/(credit) | ( | ||
Operating profit before working capital changes | |||
| Working capital changes | |||
Trade and unbilled receivables | ( | ( | |
Advances, deposits and other receivables | ( | ||
Development properties | ( | ||
Trade and other payables | ( | ||
Advances from customers | ( | ||
Retention payable | |||
Due to related parties | ( | ( | |
| Net cash used in operating activities | ( | ( | |
| Cash flows from investing activities | |||
| Acquisition of property and equipment | 12 | ( | ( |
Escrow retentions | ( | ( | |
| Funds transferred to related party | 19 | ( | ( |
| Proceeds from disposal of property and equipment | 12 | ||
Investment in joint venture | ( | ||
| Interest income | 27 | ||
Loan to joint venture | ( | ( | |
| Net cash used in investing activities | ( | ( |
| 31 December | |||
| 31 December | 2022 | ||
| Note | 2023 | (Unaudited) | |
| Cash flows from financing activities | |||
| Proceeds from bank borrowings | 18 | ||
| Repayment of bank borrowings | 18 | ( | ( |
| Interest expense on borrowings | 27 | ( | |
| Payment of structuring fees for loans and borrowings | 18 | ( | |
Proceeds from initial public offerings | |||
Funds received from Major shareholder | |||
| Funds received from Ultimate parent company | |||
| of Major shareholder | 19 | ||
Payment of lease liabilities | ( | ( | |
Interest expense on lease liabilities | ( | ( | |
Net cash generated from financing activities | |||
Net increase in cash and cash equivalents | |||
Effect of translation of foreign currency | ( | ||
Cash and cash equivalents, beginning of the year | |||
Cash and cash equivalents at the end of the year | |||
| Cash and cash equivalents: | |||
Cash in hand | |||
Cash at banks | |||
The accompanying notes from 1 to 37 form an integral part of these consolidated financial statements.
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Notes to the consolidated financial statements
(In United States dollar)
1 Legal status and business activities
1.1 Dar Global PLC (the “Company”) is a public limited company , limited by shares, incorporated, domiciled, and registered in England and Wales
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.
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 Al Arkan Global UK Holdings LTD ՟ United Kingdom | 100% | 100% | Company registration no. 13881707 | Development and sale of real estate. |
Dar Al Arkan Holding UK LTD ՟ United Kingdom | 100% | 100% | Company registration no. 14385758 | General business activities |
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 Al Arkan Spain S.L. ՟ Spain | 100% | 100% | Company registration no. B09896390 | Development and sale of real estate. |
Dar Benahavis I, S.L. ՟ Spain | 100% | 100% | Company registration no. B72530843 | Development and sale of real estate. |
Daranavis S.L. ՟ Spain | 100% | 100% | Company registration no. B72530850 | Development and sale of real estate. |
Dar Tabano, S.L. ՟ Spain | 100% | 100% | Company registration no. B72530835 | Development and sale of real estate. |
M/s. Prime Real Estate D.o.o. Sarajevo ՟ Bosnia * | 100% | 100% | Company registration no. 65-01-0672-17 | Development and sale of real estate. |
M/s. Luxury Real Estate D.o.o. Sarajevo ՟ Bosnia * | 100% | 100% | Company registration no. 65-01-0698-17 | Development and sale of real estate. |
| M/s. Dar Al Arkan Property Development D.o.o Sarajevo | Company registration no. 65-01-0676-17 | Development and sale of real estate. | ||
՟ Bosnia * | 100% | 100% | ||
| M/s. Beijing Dar Al Arkan Consulting Co. Ltd.* | Company registration no. 91110105MA7 | Economic and trade consulting, Engineering consulting, | ||
| EQ79Y9Q | 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 | ||||
100% | 100% | and graphic design. | ||
| Aqtab Properties L.L.C ՟ UAE (Formerly Dar Al Arkan | Commercial license no. 997901 | Purchase and sale of real estate | ||
Global Property Development L.L.C) * | 100% | 100% |
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(In United States dollar)
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 Al Arkan International Properties L.L.C ՟ UAE * | 100% | 100% | Commercial license no. 997919 | Purchase and sale of real estate |
| Dar Al Arkan International Property Development L.L.C | 100% | 100% | Commercial license no. 997915 | Purchase and sale of real estate |
| ՟ UAE * | ||||
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 Al Arkan Holdings Limited (ADGM) ՟ UAE * | 100% | 100% | Commercial license no. 000008662 | Holding ownership of equity and non-equity assets, real |
| property, intellectual property and other tangible and | ||||
| intangible assets. | ||||
| Dar Al Arkan Properties L.L.C ՟ | 100% | 100% | Commercial license no. CN-4765091 | ՟ Self-Owned property management services |
| Branch Of Abu Dhabi 1 ՟ UAE ** | ՟ Real estate development construction | |||
| ՟ Real estate purchase and sale brokerage. | ||||
Darglobal Maldives Private Limited ՟ Maldives ** | 100% | 100% | Commercial license no. C09392023 | 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. |
DG Luxury Property Management L.L.C ՟ UAE ** | 100% | 100% | Commercial license no. 1274015 | Property management services. |
Dar Al Arkan Global Holdings Real Estate ՟ KSA ** | 100% | 100% | Commercial license no. 1010924907 | Development of projects and buying and selling of real |
| estate. | ||||
Dar Global USA LLC ՟ USA ** | 100% | 100% | Commercial license no. M23000008667 | Investment in Commercial Enterprises & Management. |
| Dar Al Arkan Property Development LLC ՟ Real Estate | 100% | 100% | Commercial license no. 1143279 | Real estate Representative Office. |
| Rep. Office ՟ UAE ** | ||||
Dar Global Centralised Services DMCC ՟ UAE** | 100% | 100% | Commercial license no. DMCC198720 | Project management services. |
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2 Material accounting policies continued
Assets | Life years |
Leasehold improvements | 3 |
Furniture and fixtures | 3-5 |
Computers and office equipment | 3-5 |
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2 Material accounting policies continued
2.23 Significant accounting judgements, estimates and Assumptions continued
Critical judgements in applying accounting policies continued
3 New standards and amendments
| Effective for annual periods | |
| Description | beginning on or after |
Non-current liabilities with Covenants ՟ Amendments to IAS 1 | 1 January 2024 |
| Classification of Liabilities as Current or Noncurrent – | 1 January 2024 |
| Amendments to IAS 1 | |
Lease liability in a Sale and Leaseback ՟ Amendments to IFRS 16 | 1 January 2024 |
Supplier Finance Arrangements ՟ Amendments to IAS 7 and IFRS 7 | 1 January 2024 |
Lack of Exchangeability ՟ Amendments to IAS 21 | 1 January 2025 |
| Sale or Contribution of Assets between an investor | Effective date |
| and its Associate or Joint Venture ՟ IFRS 10 and IAS 28 | deferred indefinitely |
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(In United States dollar)
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.
| Domestic | International | ||
| USD | USD | ||
| For the year ended 31 December 2023: | |||
Revenue | – | 360,575,755 | |
Profit for the year | 1,5 | 87,3 9 6 | 81,638,775 |
| For the year ended 31 December 2022 (unaudited): | |||
Revenue | – | 80,001,625 | |
Profit/(loss) for the year | (14,813,354) | 9,604,274 | |
| As at 31 December 2023 | |||
Total assets | 35,170,037 | 732,176,025 | |
Total liabilities | 2,386,588 | 299,547,923 | |
| As at 31 December 2022 (unaudited) | |||
Total assets | 9,6 | 37,9 47 | 548,256,972 |
Total liabilities | 14,838,569 | 261,654,762 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| Non-current assets | ||
United Arab Emirates | 105,659,116 | 30,209,519 |
Other countries | 6,626,542 | 45,819,709 |
112,285,658 | 76,029,228 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Cash in hand | 24,785 | 14,709 |
| Cash at bank | ||
Current accounts | 12,815,812 | 40,936,094 |
Escrow retention accounts (refer to (a) below) | 9,987,477 | 5,853,253 |
Escrow accounts (refer to (b) below) | 148,308,559 | 71,661,582 |
Demand deposit (refer to (c) below) | 67,342,878 | – |
238,479,511 | 118,465,638 | |
Less: Escrow retention accounts (note 9) | (9,987,477) | (5,853,253) |
228,492,034 | 112,612,385 |
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(In United States dollar)
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Unbilled receivables (refer to (a) below) | 207,553,472 | 39,152,132 |
Trade receivables (refer to (b) below) | 14,313,992 | 1,400,608 |
221,867,464 | 40,552,740 | |
Less: Provision for impairment on trade receivables | – | – |
Net receivables | 221,867,464 | 40,552,740 |
Not more than 12 months | 139,199,058 | 21,760,799 |
More than 12 months | 82,668,406 | 18,791,941 |
221,867,464 | 40,552,740 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Current (Not past due) | 207,553,472 | 39,164,419 |
Not more than 90 days | 7,749,411 | 625,417 |
Between 91 to 180 days | 9 07,483 | 538,546 |
Between 181 to 360 days | 4,229,881 | 201,341 |
More than 360 days | 1,427, 217 | 23,017 |
Total | 221,867,464 | 40,552,740 |
| As at | ||||||
| As at | 31 December | |||||
| 31 December | 2022 | |||||
| 2023 | (Unaudited) | |||||
Prepayments (refer to (a) and (c) below) | 33,100,762 | 44,540,626 | ||||
Advances to suppliers and contractors | 23,324,510 | 3,640,981 | ||||
Margin deposit (refer to (b) below) | 1,353,302 | 21,592,920 | ||||
Other deposits | 1,0 | 07,198 | 824,130 | |||
Other receivables | 6 | 87,037 | 486,009 | |||
VAT refundable | 1,397,979 | 10, | 0 | 47,18 | 3 | |
60,870,788 | 81,131,849 | |||||
Not more than 12 months | 59,517, 4 86 | 38,543,988 | ||||
More than 12 months | 1,353,302 | 42,587,861 | ||||
60,870,788 | 81,131,849 |
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| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Balance at the beginning of the year | 302,274,899 | 176,796,423 |
Additions during the year | 130,052,699 | 176,829,733 |
Reclass to property and equipment (refer to note 12) | (1,265,004) | – |
Cost of revenue | (214,131,383) | (51,351,257) |
Balance at the end of the year | 216,931,211 | 302,274,899 |
9 Escrow retentions
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Escrow retention accounts – more than 12 months (note 5) | 9,987,477 | 5,853,253 |
| As at | |||
| As at | 31 December | ||
| 31 December | 2022 | ||
| 2023 | (Unaudited) | ||
Percentage of ownership interest | 75.30% | 75.30% | |
149 | OPL Ltd | 5,370,876 | 4,681,667 |
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Revenue | – | – |
Net loss | (123,740) | (439,221) |
Other comprehensive income | – | – |
Total comprehensive loss | (123,740) | (439,221) |
Group’s share of loss | (93,162) | (330,734) |
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10 Investment in joint venture continued
| As at | ||||
| As at | 31 December | |||
| 31 December | 2022 | |||
| 2023 | (Unaudited) | |||
Total assets | 25,077,273 | 18, | 8 | 37,517 |
Total liabilities | (17,942,847) | (12,620,164) | ||
Net assets | 7,134,4 26 | 6,217,353 | ||
Group’s share of net asset | 5,370,876 | 4,681,667 |
| As at | |||
| As at | 31 December | ||
| 31 December | 2022 | ||
| 2023 | (Unaudited) | ||
149 | OPL Ltd | 2,150,987 | 1,991,953 |
| Computers | |||||
| Leasehold | Furniture and | and office | Capital work- | ||
| improvements | fixtures | equipment | in-progress | Total | |
| Cost | |||||
As at 1 January 2022 (unaudited) | – | – | – | – | – |
Additions | – | 3,164 | 73,831 | 576,016 | 653,011 |
Transfer from related party | 201,073 | 39,989 | 164,004 | – | 405,066 |
Disposals | (201,073) | – | – | – | (201,073) |
As at 31 December 2022 (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 31 December 2023 | 1,645,946 | 1,432,920 | 2,547,8 63 | 908,615 | 6,535,344 |
| Accumulated depreciation | |||||
As at 1 January 2022 (unaudited) | – | – | – | – | – |
Charge for the year | 4,994 | 5,425 | 9,448 | – | 19,867 |
Disposals | (4,994) | – | – | – | (4,994) |
As at 31 December 2022 (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 31 December 2023 | 192,693 | 273,881 | 532,721 | – | 999,295 |
| Carrying value | |||||
As at 31 December 2023 | 1,453,253 | 1,159,039 | 2,015,142 | 908,615 | 5,536,049 |
As at 31 December 2022 (unaudited) | – | 37,728 | 228,387 | 576,016 | 842,131 |
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(In United States dollar)
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| Right-of-use assets | 2023 | (Unaudited) |
Balance at the beginning of the year | 2,643,470 | – |
Additions during the year | 5,095,167 | 3,510,427 |
Depreciation charge for the year | (2,200,115) | (866,957) |
Foreign exchange gain | 116 | – |
Balance at the end of the year | 5,538,638 | 2,643,470 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| Lease liabilities | 2023 | (Unaudited) |
Balance at the beginning of the year | 2,743,815 | – |
Additions during the year | 5,095,167 | 3,510,427 |
Interest expense for the year | 376,587 | 161,790 |
Payments for the year | (2,274,801) | (928,402) |
Foreign exchange loss | 3,794 | – |
Balance at the end of the year | 5,944,562 | 2,743,815 |
Not more than 12 months | 2,597,561 | 1,054,322 |
More than 12 months | 3,347,0 01 | 1,689,493 |
5,944,562 | 2,743,815 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Trade payables | 3,050,477 | 1,823,906 |
Accruals | 22,533,630 | 28,601,037 |
Other payables | 129,783 | 266,341 |
25,713,890 | 30,691,284 | |
Not more than 12 months | 25,713,890 | 30,691,284 |
More than 12 months | – | – |
25,713,890 | 30,691,284 |
15 Advances from customers
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Balance at the beginning of the year | 94,456,096 | 33,999,178 |
Revenue recognised during the year | (137,692,637) | (41,269,364) |
Advances received from the customers during the year ՟ Net | 100,759,831 | 101,726,282 |
Balance at the end of the year | 57,523,290 | 94,456,096 |
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 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.
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16 Retention payable
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Retention payable for construction works – not more than 12 months | 2,956,238 | – |
Retention payable for construction works – more than 12 months | 3,892,831 | 4,038,203 |
6,849,069 | 4,038,203 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Long term liability ՟ Land | 78,631,324 | 72,467,693 |
78,631,324 | 72,467,693 |
| As at | |||
| As at | 31 December | ||
| 31 December | 2022 | ||
| 2023 | (Unaudited) | ||
Balance at the beginning of the year | 69,668,662 | – | |
Add: Drawdown during the year | 77, | 234,071 | 69,668,662 |
Less: Repayments during the year | (18,882,948) | – | |
Total Borrowings | 128,019,785 | 69,668,662 | |
Less: ՟ Unamortised cost | (2,655,982) | – | |
125,363,803 | 69,668,662 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Not more than 12 months | 17,699,115 | 4,482,821 |
More than 12 months | 107,664,688 | 65,185,841 |
125,363,803 | 69,668,662 |
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| As at | |||||
| As at | 31 December | ||||
| 31 December | 2022 | ||||
| 2023 | (Unaudited) | ||||
| Entity under common control | |||||
Dar Al Arkan For Real Estate Development W.L.L, Qatar (refer to (i) below) | 7, | 2 | 01,78 | 6 | 5,310,572 |
Quara Holding, Dubai | 1,392,125 | – | |||
Dar (Beijing) International Holdings Co. Ltd. | 25,886 | – | |||
8,619,797 | 5,310,572 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| Major shareholder | ||
Dar Al Arkan Global Investment LLC, UAE | 1,248,415 | 2,101,668 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Short term benefits | 2,052,682 | 1,198,592 |
Employees’ end-of-service benefits | 180,014 | 118,142 |
Board of directors’ fees | 637,865 | – |
2,870,561 | 1,316,734 |
19 Related party transactions continued
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| 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 | ||
| Entity under common control of Ultimate parent company of Major | ||
shareholder | (2,796,105) | (5,310,572) |
Ultimate parent company of Major shareholder | – | 181,297,803 |
Joint venture | (48,742) | |
| Deposits* | ||
Entity under common control | 67,342,878 | – |
| Share of loss | ||
Joint venture | 93,162 | 330,734 |
| Interest income | – | |
| Entity under common control of Ultimate parent company of Major | ||
shareholder | 513,120 | – |
Joint venture | 520,843 | – |
| Other income | ||
| Entity under common control of Ultimate parent company of Major | ||
shareholder | 1,392,125 | – |
| Professional fees | ||
Ultimate parent company of Major shareholder | (470,959) | – |
| Prepayments | ||
| Entity under common control of Ultimate parent company of Major | ||
shareholder | 73,997 | – |
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Notes to the consolidated financial statements continued
(In United States dollar)
| As at 31 December 2022 | |||||||
| As at 31 December 2023 | (Unaudited) | ||||||
Ordinary shares | Number | Amount | Number | Amount | |||
| Called up and fully paid-up | |||||||
| share capital | |||||||
Opening | 2,239,510,913 | 22,395,109 | – | – | |||
Issuance of shares for acquisition of subsidiary* | 366,666,594 | 3,666,666 | 2,239,510,913 | 22,395,109 | |||
Issuance of ordinary shares* | 21,621,612 | 216,216 | – | – | |||
Capital reduction** | (2, | 4 | 47,777,507) | (24,477,775) | – | – | |
180,021,612 | 1,800,216 | 2,239,510,913 | 22,395,109 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Share premium | 88,781,078 | – |
88,781,078 | – |
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| Revenue is recognised over time as provided below: | ||
Sale of residential units | 360,575,755 | 80,001,625 |
| Cost of revenue | ||
Cost of residential units | (214,131,383) | (51,351,257) |
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Notes to the consolidated financial statements continued
(In United States dollar)
23 Revenue continued
2023 | 2024 | ||
Increase/(Decrease) in revenue | 15,801,721 | (15,801,721) | |
(Increase)/Decrease in cost of sales | (8,109,996) | 8,109,996 | |
Increase/(Decrease) in gross profit | 7,691,725 | (7,6 | 91,725) |
(Increase)/Decrease in selling and marketing expenses | (1,517,226) | 1,517,226 | |
Increase/(Decrease) in net profit | 6,174,499 | (6,174,499) |
| 31 December | ||||
| 31 December | 2022 | |||
| 2023 | (Unaudited) | |||
Income from termination of units (note (a) below) | 2,649,498 | 1,131,537 | ||
Foreign exchange gain | 4 | 97, | 50 8 | 675,231 |
Others | – | 58,881 | ||
3,147,0 0 6 | 1,865,649 |
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Sales commission | 33,009,570 | 6,544,327 |
Marketing expenses | 5,754,962 | 3,154,874 |
38,764,532 | 9,699,201 |
| 31 December | |||
| 31 December | 2022 | ||
| 2023 | (Unaudited) | ||
Salaries and related benefits | 19,040,312 | 9,290,554 | |
Legal and professional expenses | 3,166,0 09 | 1,542,253 | |
Depreciation on right-of-use assets (refer to note 13) | 2,200,115 | 866,957 | |
IT related expenses | 1,058,667 | 145,596 | |
Bank charges | 722,808 | 1,125,496 | |
Utilities | 476,155 | 294,607 | |
Depreciation on property and equipment (refer to note 12) | 984,458 | 19,867 | |
Rent | 352,252 | 2 97,20 | 5 |
Board of Directors Fees (refer to note 19) | 637,865 | – | |
Travelling expenses | 705,319 | 235,369 | |
Listing related (reversal)/ expenses (refer to (a) below) | (1,680,520) | 13,465,003 | |
Value added tax expense | 43,007 | 71,378 | |
Service charge | – | 226,930 | |
Loss on early termination of lease | – | 196,076 | |
Other expenses | 1,549,829 | 783,704 | |
29,256,276 | 28,560,995 |
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Notes to the consolidated financial statements continued
(In United States dollar)
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| Finance costs | ||
Interest expense on bank borrowings | 3,579,519 | 393,005 |
Interest expense on unwinding of discount on long term liability | 1,064,692 | – |
Interest on lease liability (refer to note 13) | 376,587 | 161,790 |
5,020,798 | 554,795 | |
| Finance income | ||
Interest income | (3,754,858) | – |
Income from investment in bonds of joint venture | (520,842) | (79,475) |
Income on early settlement of long-term Liability | – | (3,341,153) |
Interest income from loan to related party (refer to note 19) | (513,120) | – |
(4,788,820) | (3,420,628) | |
Net finance cost/ (income) | 231,978 | (2,865,833) |
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:
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| Earnings: | ||
| Profit/(loss) attributable to the owners of the Company for basic/diluted | ||
earnings | 83,226,171 | (5,209,080) |
| Number of shares | ||
| Weighted-average number of ordinary shares for basic/diluted earnings | ||
per share | 360,667,049 | 2,239,510,913 |
| Earnings per share: | ||
– basic and diluted earnings per share (USD) | 0.231 | (0.002) |
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Notes to the consolidated financial statements continued
(In United States dollar)
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 recognised,
in respect of each class of financial asset and financial liability are disclosed in note 2 to the
consolidated financial statements.
Carrying amount | Fair Value | |||
| As at | As at | |||
| As at | 31 December | As at | 31 December | |
| 31 December | 2022 | 31 December | 2022 | |
| 2023 | (Unaudited) | 2023 | (Unaudited) | |
| Financial assets | ||||
Cash and cash equivalents | 228,492,034 | 112,612,385 | 228,492,034 | 112,612,385 |
Trade and unbilled receivables | 221,867,464 | 40,552,740 | 221,867,464 | 40,552,740 |
Advances, deposits and other receivables | 3,047,537 | 22,903,059 | 3,047,537 | 22,903,059 |
Escrow retentions | 9,987,477 | 5,853,253 | 9,987,477 | 5,853,253 |
Due from related parties | 8,619,797 | 5,310,572 | 8,619,797 | 5,310,572 |
Loan to joint venture | 2,150,987 | 1,991,953 | 2,150,987 | 1,991,953 |
474,165,296 | 189,223,962 | 474,165,296 | 189,223,962 | |
| Financial liabilities | ||||
Trade and other payables | 25,713,890 | 30,691,284 | 25,713,890 | 30,691,284 |
Retention payable | 6,849,069 | 4,038,203 | 6,849,069 | 4,038,203 |
Loans and borrowings | 125,363,803 | 69,668,662 | 125,363,803 | 69,668,662 |
Development property liability | 78,631,324 | 72 ,467,693 | 78,631,324 | 72,467,693 |
Due to related party | 1,248,415 | 2,101,668 | 1,248,415 | 2,101,668 |
Lease liabilities | 5,944,562 | 2,743,815 | 5,944,562 | 2,743,815 |
243,751,063 | 181,711,325 | 243,751,063 | 181,711,325 |
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:
Assets | USD | ||||
Cash and cash equivalents | 14 | 0, | 37 | 7, | 08 5 |
Trade and unbilled receivables | 40,552,740 | ||||
Advances, deposits and other receivables | 72,656,769 | ||||
Development properties | 245,914,632 | ||||
Due from related party | 50,976,545 | ||||
Property and equipment | 260,474 | ||||
Right-of-use assets | 1,174,895 | ||||
Other assets | 872,431 | ||||
Trade and other payables | (16,485,879) | ||||
Advances from customers | (94,456,096) | ||||
Retention payable | (4,036,399) | ||||
Due to related party | (2,101,668) | ||||
Development property liability | (72,467,693) | ||||
Loans and borrowings | (65,185,841) | ||||
Lease liabilities | (1,258,212) | ||||
Total identifiable net assets acquired | 296,793,783 |
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 minimise potential adverse
effects on the financial performance of the Group. The Group policies include financial risk management
policies covering specific areas, such as market risk (including foreign exchange risk, interest rate risk),
liquidity risk and credit risk. Periodic reviews are undertaken to ensure that the Group’s policy guidelines
are complied with.
There has been no change to the Group’s exposure to these financial risks or the manner in which it
manages and measures the risk.
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Notes to the consolidated financial statements continued
(In United States dollar)
31 Financial risk management objectives continued
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.
EUR | GBP | BAM | CNY | |||
| 31 December 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) | (1,3 | 37,715) | (82,953) | – | |
6,4 | 43,142 | 4,539,808 | (52,219) | – | ||
| 31 December 2022 | ||||||
Cash and cash equivalents | 2,634,646 | 1,039,054 | 49,206 | – | ||
Other financial assets | 2,318,083 | 7,001,000 | 1,068,891 | – | ||
Financial liabilities | (17,349,296) | (41,934,259) | (2,236,142) | (11,446,683) | ||
(12,396,567) | (33,894,205) | (1,118,045) | (11,446,683) |
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
EUR | 644,314 | (1,239,656) |
GBP | 453,980 | (3,389,420) |
BAM | (5,221) | (111,804) |
CNY | – | (1,144,668) |
1,093,073 | (5,885,548) |
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
| Fixed rate instruments | ||
Financial assets | 74,544,664 | - |
Financial liabilities | - | - |
74,544,664 | - | |
| Variable rate instruments | ||
Financial assets | 172,465,150 | 21,592,920 |
Financial liabilities | (125,363,803) | (69,668,662) |
47,101,347 | (48,075,742) |
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Notes to the consolidated financial statements continued
(In United States dollar)
31 Financial risk management objectives continued
c) Liquidity risk management continued
| Contractual Cashflows | |||||||||
| Carrying | Less than | More than | |||||||
amount | Total | 1 year | 1-2 years | 2-5 years | 5 years | ||||
| 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) | – | |||
Loans and 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) | - | ||||
| 31 December 2022 (Unaudited) | |||||||||
| Financial liabilities | |||||||||
Payables | 30,691,284 | (30,691,284) | (30,691,284) | – | – | – | |||
Retention payable | 4,038,203 | (4,038,203) | – | – | (4,038,203) | – | |||
Loans and borrowings | 69,668,662 | (86,742,249) | (10,499,907) | (9,530,293) | (66,712,049) | – | |||
| Development | |||||||||
| property | |||||||||
liability | 72, | 4 | 67, | 69 3 | (92,579,986) | – | – | (92,579,986) | – |
Lease liabilities | 2,743,815 | (3,000,489) | (1,054,322) | (932,719) | (780,380) | (233,068) | |||
| Due to related | |||||||||
party | 2,101,668 | (2,101,668) | (2,101,668) | – | – | – | |||
181,711,325 | (219,153,879) | (4 4,347,181) | (10,463,012) | (164,110,618) | (233,068) | ||||
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Total liabilities | 301,934,511 | 276,493,331 |
Less: Cash and cash equivalents | (228,492,034) | (112,612,385) |
Net debt | 73,442,477 | 163,880,946 |
Total equity | 465,411,551 | 281,401,588 |
Net debt to equity ratio | 0.16 | 0.58 |
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Notes to the consolidated financial statements continued
(In United States dollar)
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Letters of guarantee (refer to note (a) below) | 3,866,575 | 21,592,920 |
Others (refer to note (b) below) | 339,547 | - |
4,206,122 | 21,592,920 |
| As at | ||
| As at | 31 December | |
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
Contracted commitments for development properties (refer to note 8) | 102,250,823 | 21,780,570 |
35 Staff number and costs
| 31 December | ||
| 31 December | 2022 | |
| 2023 | (Unaudited) | |
The average number of employees employed by the Group | 207 | 92 |
| The payroll cost for these employees is as follows: | ||
՟ Wages and salaries | 19,040,312 | 9,290,554 |
| 31 December | |||
| 31 December | 2022 | ||
| 2023 | (Unaudited) | ||
Audit of these consolidated financial statements | 394,630 | 81,688 | |
Audit of condensed consolidated interim financial statements | 133,665 | - | |
Audit of financial statements of subsidiaries of the Company | 153,142 | 67, 301 | |
Filing ՟ Section 92 | 25,14 | 0 | – |
706,577 | 148,989 |
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) | ||
| 1 January | 1 January | |
| 2023 to | 2022 to | |
| 31 December | 31 December | |
| Particulars | 2023 | 2022 |
Revenue | 360,575,755 | 80,001,625 |
Gross Profit | 146,444,372 | 28,650,368 |
Gross Profit % | 41% | 36% |
Profit/(Loss) for the year before tax | 81,245,430 | (5,209,080) |
Profit/(Loss) for the year % of revenue | 23% | (7%) |
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Company statement of financial position for
the 458-day period ended 31 December 2023
(In United States dollar)
Company statement of changes in equity for
the 458-day period ended 31 December 2023
(In United States dollar)
Note
31 December
2023
Assets
Cash and cash equivalents 3 1,316,794
Advances, deposits and other receivables 4 1,756,628
Due from related party 7 1,170,872
Loan to subsidiaries 5 11,745,796
Investment in subsidiaries 6 370,547,062
Total assets 386,537,152
Liabilities and equity
Liabilities
Accounts payables and provisions 8 935,332
Due to related party 7 47, 4 83
Total liabilities 982,815
Equity
Share capital 9 1,800,216
Share premium 10 88,781,078
Loss for the period (5,634,359)
Transactions with owners of the Company 300,607,402
Total equity 385,554,337
Total liabilities and equity 386,537,152
The accompanying notes from 1 to 11 form an integral part of these financial statements.
Share capital
Retained
earnings Share premium Total equity
At 30 September 2022
(date of incorporation) – – – –
Loss for the period – (5,634,359) – (5,634,359)
Other comprehensive income – – – –
Total comprehensive income for the
period – (5,634,359) – (5,634,359)
Transactions with owners of the
Company
Issue of ordinary shares 22,395,109 – – 22,395,109
Issue of shares related to acquisition of
subsidiary 3,666,666 – 279,662,114 283,328,780
Issue of ordinary shares 216,216 – 71,783,588 71,999,804
Reduction of share capital (24,477,775) 287,142,399 (262,664,624) –
Other reserves (note 7) – 13,465,003 – 13,465,003
Total transactions with owners of the
Company 1,800,216 300,607,402 88,781,078 391,188,696
Balance as at December 31, 2023 1,800,216 294,973,043 88,781,078 385,554,337
The accompanying notes from 1 to 11 form an integral part of these financial statements.
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Notes to the Company financial statements
For the 458-day period ended 31 December 2023 (In United States dollar)
1 Corporate information
1.1
Dar Global PLC- (“The Company”) was incorporated on September 30, 2022 as a private limited company
by shares, under a company Number 14388348 issued by the registrar of the companies for England
and Wales.
1.2
The registered address of the Company is located at 6th floor, 65 Gresham Street, London,
United Kingdom, EC2V 7NQ.
1.3
These are the first financial statements of the Company and the principal activity is property development
holding company.
2 Material accounting policies
2.1 Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”).
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of international accounting standards in conformity with the requirements of the
Companies Act 2006 (“Adopted IFRSs”) but makes amendments where necessary in order to comply with
Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has
been taken.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect
of the following disclosures:
՟ Cash Flow Statement and related notes;
՟ Certain disclosures regarding revenue;
՟ Certain disclosures regarding leases;
՟ Disclosures in respect of transactions with wholly owned subsidiaries;
՟ Disclosures in respect of capital management;
՟ The effects of new but not yet effective IFRSs;
As the consolidated financial statements include the equivalent disclosures, the Company has also taken
the exemptions under FRS 101 available in respect of the following disclosures:
՟ Certain disclosures required by IFRS 3 Business Combinations in respect of business combinations
undertaken by the Company in the current and prior periods; and
՟ Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7
Financial Instrument Disclosures.
՟ Certain disclosures required by IAS 36 Impairment of Assets
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its
own profit and loss account.
2.2 Going Concern
The Company listed on London Stock Exchange on 28 February 2023 and raised net proceeds of USD 72
million of new equity in order to invest in new projects, fund working capital and continuing development
work. The Company’s forecasts and projections based on the current trends in sales and development
and after taking account of the funds currently held, show that the Company and the Group will be able to
operate within the level of cash reserves.
The directors have, at the time of approving the Company financial statements, made a reasonable
expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the
financial statements.
2.3 Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions of the instrument.
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that
foreign currency and translated at the spot rate at the end of each reporting period. Financial assets
measured at amortised cost, exchange differences are recognised in the statement of profit or loss.
2.4 Financial assets
The Company classifies its financial assets at amortised cost.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus transaction costs that
are directly attributable to the acquisition of the financial asset.
Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected
loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the
impairment calculation, based on the Company’s past history, existing market conditions as well as
forward looking estimates at the end of each reporting period.
Derecognition of financial assets
The Company derecognises a financial asset only when the contractual rights to the cash flows from the
asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership
of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred asset, the Company recognises its retained
interest in the asset and an associated liability for the amounts, it may have to pay. If the Company
retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company
continues to recognise the financial asset.
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2 Material accounting policies continued
2.5 Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered into
and the definitions of a financial liability. All financial liabilities are recognised initially at fair value and,
in the case of loans, borrowings and payables, net of directly attributable transaction costs. Financial
liabilities are subsequently measured at amortised cost.
The Company’s financial liabilities include accounts payable and accruals, and amounts due to
related parties.
Accounts and other payables
Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is
due within one year or less (or in the normal operating cycle of the business if longer). If not, they are
presented as non-current liabilities. Accounts and other payables are recognised initially at fair value and
subsequently are measured at amortised cost using effective interest method.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. When an existing financial liability is replaced by another, from
the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and
the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
statement of profit or loss.
2 . 6 Taxatio n
Current tax assets and liabilities arising in current and past periods are measured at the amount expected
to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the tax
balances are those that are enacted or substantively enacted by the reporting date.
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying values for financial reporting purposes. Deferred tax is determined using
the tax rate and laws that have been enacted or substantially enacted by the reporting date and are
expected to apply when the related tax asset is realised or the tax liability is settled.
Deferred tax assets are recognised only when it is probable that future taxable profits will be available
against which these temporary differences can be utilised. The carrying value of deferred tax assets is
reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
2.7 Reserves
Share capital, share premium and retained earnings.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities.
Incremental costs that are directly attributable to the issue of an equity instrument are deducted from the
initial measurement of the equity instruments.
Share premium represents the excess consideration received over the par value of shares issued, and it is
not distributable.
Retained earnings represent distributable reserves.
2.8 Investment in subsidiaries
Classification
The Company accounts for investment in subsidiaries at cost less impairment.
2.9 Significant accounting judgements, estimates and assumptions
In applying the Company's accounting policies, which are described in policy notes, management are
required to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and
future periods.
Notes to the Company financial statements
For the 458-day period ended 31 December 2023 (In United States dollar)
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3 Cash and cash equivalents
As at
31 December
2023
Cash at bank
՟ Current accounts 1,316,794
1,316,794
4 Advances, deposits and other receivables
As at
31 December
2023
Margin deposit 1,353,302
VAT receivable 367,971
Other receivables 35,355
1,756,628
5 Loan to subsidiaries
As at
31 December
2023
Dar Global UK No. 1 Ltd 10,000,000
Dar Global UK No. 2 Ltd 1,745,796
11,745,796
The above loans are interest bearing loans to subsidiaries at SONIA plus 2.35%.
6 Investment in subsidiaries
As at
31 December
2023
Dar Al Arkan Property Development SPC ՟ Oman 647,478
Dar Al Arkan Spain SL ՟ Spain 30,199,813
Dar Al Arkan Global UK Holdings Ltd. ՟ United Kingdom 8,266,790
Dar Al Arkan Holdings Ltd (ADGM) ՟ UAE 331,432,981
370,547,062
All investments are owned 100% and relate to property development activity.
7 Related party transactions
Related parties transactions comprise of transactions with entities under common ownership and/or
common management and control; their partners and key management personnel. Management decides
on the terms and conditions of the transactions and services received/rendered from/to related parties as
well as other charges, if applicable.
The term of the receivables is 6 months and the related party receivables and payables are expected to be
settled in cash.
A) Due from related parties
As at
31 December
2023
Entities under common control
Dar Al Arkan Global UK Holdings Ltd, UK 62,532
Dar Al Arkan Properties LLC, UAE 449,377
Dar Al Arkan Property Development SPC, Oman 443,137
Dar Al Arkan International Property Development LLC, UAE 9,423
Dar Global UK No. 1 Ltd 54,433
Dar Global UK No. 2 Ltd 75,369
Dar Al Arkan Spain SL, Spain 76,601
1,170,872
B) Due to related party
As at
31 December
2023
Entity under common control
Dar Al Arkan Global UK Holdings Ltd, UK 47, 4 8 3
47,483
C) Transactions with key management personnel
As at
31 December
2023
Board of directors’ fees 637,865
637,86 5
Notes to the Company financial statements
For the 458-day period ended 31 December 2023 (In United States dollar)
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
115
Governance Report Financial StatementsStrategic Report
7 Related party transactions continued
D) Other related party transactions
As at
31 December
2023
Entities under common control
Income – Management service
Dar Al Arkan Properties LLC, UAE 771,372
Dar Al Arkan International Property Development LLC, UAE 400,388
Dar Al Arkan Property Development SPC, Oman 745,488
Dar Al Arkan Global UK Holdings Ltd, UK 117,523
Dar Al Arkan Spain SL, Spain 76,601
Expense – Management service
Dar Al Arkan Global UK Holdings Ltd ՟ UK 1,832,815
Interest on loan to subsidiaries
Dar Al Arkan Properties LLC, UAE 180,174
Dar Global UK No. 1 Ltd 54,433
Dar Global UK No. 2 Ltd 75,369
Issuance and redemption of preference shares
Major shareholder 61,900
Issuance of shares for acquisition of subsidiary
Major shareholder 283,328,780
Other reserves
Capital contribution by the Major shareholder 13,465,003
8 Accounts payables and accruals
As at
31 December
2023
Accruals 884,194
Other payables 51,138
935,332
9 Share capital
As at 31 December 2023
Ordinary shares Number Amount
Issuance of shares for acquisition of subsidiary* 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, 4 47,777,507) (24,477,775)
180,021,612 1,800,216
* On 31st December 2022, the Company issued 2,239,510,913 ordinary shares to Major shareholder for acquisition of
Dar Al Arkan Spain SL.
** On 25th January 2023, the Company issued 366,666,594 ordinary shares to Major shareholder for acquisition of Dar
Al Arkan Holdings Ltd (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.
10 Share premium
As at
31 December
2023
Share premium 88,781,078
88,781,078
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 9).
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 9).
11 Events after the reporting date
There are no significant events after the reporting date.
Notes to the Company financial statements
For the 458-day period ended 31 December 2023 (In United States dollar)
Invest in Luxury | Dar Global PLC | Annual Report & Accounts 2023
116
Governance Report Financial StatementsStrategic Report
Cautionary statement regarding
forward-looking statements
This Annual Report may include statements that are, or may be
deemed to be, 'forward-looking statements'. These forward-
looking statements can be identified by the use of forward-
looking terminology, including the terms 'believes', 'estimates',
'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will',
‘target’, ‘maintain’, ‘are capable’ or 'should' or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events
or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number
of places throughout this document and include, but are not
limited to, statements regarding the Group's intentions, beliefs
or current expectations concerning, among other things, the
Group's results of operations, financial position, liquidity,
prospects, growth, strategies and expectations of the industry.
By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and
circumstances. Forward-looking statements are not guarantees
of future performance and the development of the markets
and the industry in which the Group operates may differ
materially from those described in, or suggested by, any
forward-looking statements contained in this document. In
addition, even if the development of the markets and the
industry in which the Group operates are consistent with
the forward-looking statements contained in this document,
those developments may not be indicative of developments
in subsequent periods. A number of factors could cause
developments to differ materially from those expressed or
implied by the forward-looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, commodity prices, changes in law or
regulation, changes in its business strategy, political and
economic uncertainty. Save as required by the Listing and
Disclosure Guidance and Transparency Rules, the Group is
under no obligation to update the information contained in this
document. Past performance cannot be relied on as a guide to
future performance.
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