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Deyaar Development PJSC — Regulatory Filings 2024
Jul 26, 2024
66353_rns_2024-07-26_c25c92f6-603b-40ac-af15-80554c4174c7.pdf
Regulatory Filings
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Review report and interim condensed consolidated financial statements
For the six months period ended 30 June 2024
| Content | Pages |
|---|---|
| Report on review of interim condensed consolidated financial statements | 1 |
| Interim condensed consolidated statement of financial position | 2 |
| Interim condensed consolidated statement of profit or loss | 3 |
| Interim condensed consolidated statement of profit or loss and other comprehensive income | 4 |
| Interim condensed consolidated statement of changes in equity | 5 |
| Interim condensed consolidated statement of cash flows | 6 |
| Notes to the interim condensed consolidated financial statements | 7 - 22 |

Ernst & Young Middle East (Dubai Branch) P.O. Box 9267 ICD Brookfield Place, Ground Floor Al-Mustaqbal Street Dubai International Financial Centre Emirate of Dubai United Arab Emirates
Tel: +971 4 701 0100 +971 4 332 4000 Fax: +971 4 332 4004 [email protected] ey.com
PL No. 108937
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TO THE SHAREHOLDERS OF DEYAAR DEVELOPMENT PJSC
Introduction
We have reviewed the accompanying interim condensed consolidated financial statements of Deyaar Development PJSC (the "Company") and its subsidiaries (together referred to as the "Group"), which comprise the interim condensed consolidated statement of financial position as at 30 June 2024, and the interim condensed consolidated statement of profit or loss, interim condensed consolidated statement of profit or loss and other comprehensive income for the three-months and six-months period then ended, interim condensed consolidated statement of changes in equity and interim condensed consolidated statement of cash flows for the six-months period ended 30 June 2024, and explanatory notes. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements is not prepared, in all material respects, in accordance with IAS 34.
For Ernst & Young
Wardah Ebrahim Partner
25 July 2024
Dubai, United Arab Emirates
| 30 June | 31 December | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Notes | AED'000 | AED'000 | |
| (Unaudited) | (Audited) | ||
| ASSETS | |||
| Non-current assets | |||
| Property and equipment | 6 | 558,752 | 565,232 |
| Investment properties Investments in a joint venture and an associate |
$\overline{7}$ | 871,560 | 871,367 |
| Trade, contract and other receivables | 1,356,877 | 1,368,476 | |
| 8 | 183,491 | 286,173 | |
| Equity investment at fair value through other comprehensive income | 3,979 | 4,040 | |
| 2,974,659 | 3,095,288 | ||
| Current assets | |||
| Properties held for development and sale | 9 | ||
| Inventories | 969,556 | 1,018,736 | |
| Trade, contract and other receivables | 8 | 3,827 1,003,325 |
5,910 |
| Due from related parties | 10 | 4,140 | 853,041 |
| Cash and bank balances | $_{II}$ | 1,642,837 | 259,256 1,332,638 |
| 3,623,685 | 3,469,581 | ||
| Total assets | 6,598,344 | 6,564,869 | |
| EQUITY | |||
| Share capital | 12 | 4,375,838 | 4,375,838 |
| Legal reserve | 58,495 | 58,495 | |
| Equity investment fair valuation reserve | (15,356) | (15,295) | |
| Retained earnings | 531,833 | 519,207 | |
| Total equity | 4,950,810 | 4,938,245 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings Trade and other payables |
13 | 485,411 | 551,093 |
| Retentions payable | 15 | 3,961 | 4,754 |
| Provision for employees' end of service benefits | 19,049 | 17,572 | |
| 17,659 526,080 |
15,603 | ||
| 589,022 | |||
| Current liabilities | |||
| Borrowings | 13 | 69,147 | 93,224 |
| Advances from customers | 14 | 438,118 | 374,594 |
| Trade and other payables | 15 | 583,650 | 550,930 |
| Retentions payable | 30,262 | 18,434 | |
| Due to related parties | 10 | 277 | 420 |
| 1,121,454 | 1,037,602 | ||
| Total liabilities | 1,647,534 | 1,626,624 | |
| Total equity and liabilities | 6,598,344 | 6,564,869 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the six months period ended 30 June 2024
| Six months ended | Three months ended | ||||
|---|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | ||
| 2024 | 2023 | 2024 | 2023 | ||
| Note | AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | ||||
| Revenue | 664,405 | 628,932 | 336,557 | 316,393 | |
| Direct costs | (446,726) | (435,539) | (226,371) | (224,776) | |
| General, administrative and selling expenses | (124,927) | (107,193) | (63,409) | (51,503) | |
| Other operating income | 71,415 | 28,158 | 61,038 | 21,779 | |
| Finance cost | (24,581) | (30,327) | (11,365) | (16,318) | |
| Provision / expense against claims | - | (109) | - | (20) | |
| Finance income | 13,995 | 9,510 | 7,303 | 4,448 | |
| Share of results from a joint venture | |||||
| and an associate | 49,025 | 25,039 | 21,312 | 12,117 | |
| Profit for the period before tax | 202,606 | 118,471 | 125,065 | 62,120 | |
| Income tax expense | 20 | (13,946) | - | (9,365) | - |
| Profit for the period after tax | 188,660 | 118,471 | 115,700 | 62,120 | |
| Earnings per share – basic and diluted | 19 | Fils 4.31 | Fils 2.71 | Fils 2.64 | Fils 1.42 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months period ended 30 June 2024
| Six months ended | Three months ended | |||
|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | |
| 2024 | 2023 | 2024 | 2023 | |
| AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |||
| Profit for the period | 188,660 | 118,471 | 115,700 | 62,120 |
| Other comprehensive loss | ||||
| Items that will not be subsequently reclassified to profit or loss |
||||
| Equity investment at fair value through other comprehensive loss – net change in fair value |
(61) | (652) | (162) | (293) |
| Total comprehensive income for the period | 188,599 | 117,819 | 115,538 | 61,827 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months period ended 30 June 2024
| Equity investments |
Retained Earnings/ |
||||
|---|---|---|---|---|---|
| Share capital AED'000 |
Legal reserve AED'000 |
fair valuation reserve AED'000 |
Accumulated (losses) AED'000 |
Total equity AED'000 |
|
| Balance at 1 January 2023 (audited) | 4,375,838 | 14,424 | (14,441) | 126,664 | 4,502,485 |
| Total comprehensive (loss)/income for the period (unaudited) | |||||
| Profit for the period | - | - | - | 118,471 | 118,471 |
| Other comprehensive loss for the period | - | - | (652) | - | (652) |
| Total comprehensive (loss)/income for the period (unaudited) | - | - | (652) | 118,471 | 117,819 |
| Adjustments to Board of Directors' remuneration [Refer Note 10 (b)] | - | - | - | (550) | (550) |
| Balance at 30 June 2023 (unaudited) | 4,375,838 | 14,424 | (15,093) | 244,585 | 4,619,754 |
| Balance at 1 January 2024 (audited) | 4,375,838 | 58,495 | (15,295) | 519,207 | 4,938,245 |
| Total comprehensive income for the period (unaudited) | |||||
| Profit for the period |
- | - | - | 188,660 | 188,660 |
| Other comprehensive loss for the period | - | - | (61) | - | (61) |
| Total comprehensive income for the period (unaudited) | - | - | (61) | 188,660 | 188,599 |
| Adjustments to Board of Directors' remuneration [Refer Note 10 (b)] | - | - | - | (1,000) | (1000) |
| Dividend payment to shareholders [Refer Note 12] | - | - | - | (175,034) | (175,034) |
| Balance at 30 June 2024 (unaudited) | 4,375,838 | 58,495 | (15,356) | 531,833 | 4,950,810 |
The attached notes 1 to 20 form an integral part of this interim condensed consolidated financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
For the six months period ended 30 June 2024
| Six months period ended | |||
|---|---|---|---|
| 30 June | 30 June | ||
| 2024 | 2023 | ||
| Notes | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | ||
| Profit for the period before tax Adjustments for: |
202,606 | 118,471 | |
| Depreciation on property and equipment | 10,079 | 8,816 | |
| Provision for employees' end of service benefits | 2,999 | 1,535 | |
| Reversal of provision against properties held for development and sale | (5,051) | (1,290) | |
| Impairment against trade receivables, contract and other financial | |||
| assets | 5,976 | 1,062 | |
| Provision for claims | - | 109 | |
| Finance income | (13,995) | (9,510) | |
| Finance costs | 24,581 | 30,327 | |
| Share of results from a joint venture and an associate | (48,401) | (24,351) | |
| Operating cash flows before payment of employees' end of service | |||
| benefits and changes in working capital | 178,794 | 125,169 | |
| Payment of employees' end of service benefits | (943) | (1,940) | |
| Changes in working capital: | |||
| Property held for development and sale (net of project cost accruals) | 54,231 | 226,890 | |
| Trade and other receivables | (48,627) | (220,011) | |
| Due from related parties | 255,118 | (260) | |
| Inventories | 2,083 | 153 | |
| Retentions payable | 13,305 | (20,288) | |
| Advances from customers | 63,524 | 163,736 | |
| Trade and other payables Due to related parties |
(157,092) (143) |
20,242 (99) |
|
| Net cash generated from operating activities | 360,250 | 293,592 | |
| Cash flows from investing activities | |||
| Additions to property and equipment | (3,599) | (2,809) | |
| Addition to investment properties | (193) | (472) | |
| Dividend from joint venture | 25,266 | 50,000 | |
| Repayment of contributed capital from joint venture | 34,734 | - | |
| Net movement in term deposits with an original maturity greater than | |||
| three months | (27,000) | 4,000 | |
| Income from term deposits | 9,201 | 7,740 | |
| Net cash generated from investing activities | 38,409 | 58,459 | |
| Cash flows from financing activities | |||
| Repayments of borrowings | 13 | (89,759) | (323,833) |
| Drawdown of borrowings | 13 | - | 104,100 |
| Finance costs paid | (25,542) | (31,885) | |
| Net cash used in financing activities | (115,301) | (251,618) | |
| Net increase in cash and cash equivalents | 283,358 | 100,433 | |
| Cash and cash equivalents, beginning of the period | 982,827 | 694,990 | |
| Cash and cash equivalents, end of the period | 11 | 1,266,185 | 795,423 |
The attached notes 1 to 20 form an integral part of this interim condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024
1. Legal status and activities
Deyaar Development PJSC (the "Company") was incorporated on 10 July 2007 and is registered as a Public Joint Stock Company listed on the Dubai Financial Market under UAE Federal Decree-Law No. (32) of 2021 in the Emirate of Dubai, United Arab Emirates ("UAE"). The registered address of the Company is P.O. Box 30833, Dubai, UAE.
The ultimate majority shareholder of the Group is Dubai Islamic Bank ("the Ultimate Controlling Party").
Federal Decree Law No 47 of 2022 was issued on 9 December 2022 relating to taxation of Corporations and Businesses in the United Arab Emirates and is effective for tax periods commencing on or after 1 June 2023. Management has reviewed the Decree Law and has ensured compliance with the requirements of the law from the effective period applicable to the Company. Refer to Note 20.
The principal activities of the Company and its subsidiaries (together, "the Group") are property investment and development, leasing, facilities, property management services and hospitality related activities.
2. Basis of preparation and accounting policies
2.1 Basis of preparation
These interim condensed consolidated financial statements for the six month period ended 30 June 2024 have been prepared in accordance with IAS 34: Interim Financial Reporting.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2023. In addition, the results for the six month period ended 30 June 2024 are not indicative of the results that may be expected for the financial year ending 31 December 2024.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
2. Basis of preparation and accounting policies (continued)
2.1 Basis of preparation (continued)
The interim condensed consolidated financial statements include the assets, liabilities and results from the operations of the Group's subsidiaries:
| Name of entities subsidiaries | Country of incorporation |
Effective ownership |
Principle activities |
|---|---|---|---|
| Deyaar Facilities Management LLC | UAE | 100% | Facility Management services |
| Nationwide Realtors LLC * | UAE | 100% | Brokerage and other related services |
| Deyaar Hospitality LLC | UAE | 100% | Property Investment and Development |
| Deyaar International LLC * | UAE | 100% | Real Estate Company |
| Deyaar Ventures LLC * | UAE | 100% | Property Investment and Development |
| Flamingo Creek LLC ** | UAE | 100% | Property Investment and Development |
| Beirut Bay Sal ** | Lebanon | 100% | Property Investment and Development |
| Deyaar West Asia Cooperatief U.A. * | Netherlands | 100% | Investment Holding Company |
| Deyaar Development Cooperation ** | USA | 100% | Property Investment and Development |
| Deyaar AL Tawassol Lil Tatweer Aleqare Co.** |
KSA | 100% | Property Investment and Development |
| Deyaar Community Management LLC | UAE | 100% | Owners Association Management |
| Deyaar Property Management LLC | UAE | 100% | Property Management |
| Montrose L.L.C * | UAE | 100% | Buying, Selling and Real Estate Development |
| The Atria L.L.C | UAE | 100% | Hotel Management |
| Deyaar One Person Holding LLC* | UAE | 100% | Investment in Commercial/Industrial Enterprise & Management |
| Bella Rose Real Estate Development L.L.C |
UAE | 100% | Buying, Selling and Real Estate Development |
| Nationwide Management Services LLC | UAE | 100% | District cooling services |
| Al Barsha LLC | UAE | 100% | Hotel & Hotel Apartments Rental |
| Mont Rose FZ-LLC (also holds registration as Millenium Montrose Hotel apartments LLC issued by Dubai economic Department) |
UAE | 100% | Hotels & Leisure services |
| Deyaar Bay Real Estate Development | UAE | 100% | Buying, Selling and Real Estate Development |
| Joint Venture | |||
| Arady Developments LLC | UAE | 50% | Property Investment and Development |
| Associate | |||
| SI Al Zorah Equity Investments Inc. | Cayman Islands |
22.72% | Property Investment and Development |
* These entities did not carry out any commercial activities during the period.
** These entities are under liquidation and did not carry out any commercial activities during the period.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
2. Basis of preparation and accounting policies (continued)
2.1 Basis of preparation (continued)
Fair Value Measurement
All financial assets and liabilities are stated at amortised cost or historical cost except for FVOCI investments and investment properties which are measured at fair value. The fair values of other financial assets and liabilities are not materially different from their carrying values at the reporting date.
2.2 Application of new and revised International Financial Reporting Standards (IFRSs)
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2023, except for the adoption of new standards effective as of 1 January 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(a) New and revised IFRSs and interpretations that are effective for the current period
The following new and revised IFRSs, which became effective for annual periods beginning on or after 1 January 2024, have been adopted in these interim condensed consolidated financial statements.
Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements but may affect the accounting for future transactions or arrangements.
- Amendments to IFRS 16 Lease Liability in a Sale and Leaseback;
- Classification of Liabilities as Current or Noncurrent Amendments to IAS 1; and
- Supplier Finance Arrangements Amendments to IAS 7 and IFRS 7.
(b) New and revised IFRSs in issue but not yet effective and not early adopted
The Group has not early adopted the following new and revised standards that have been issued but are not yet effective, as at 30 June 2024 are disclosed below:
| New and revised IFRSs | Effective for annual periods beginning on or after |
|---|---|
| Amendments to IAS 21 relating to Lack of Exchangeability |
1 January 2025 |
| IFRS 18 Presentation and Disclosures in Finance Statements |
1 January 2027 |
| Amendments to IFRS 10 and IAS 28 relating to treatment of sale or contribution of assets from investors |
Effective date deferred indefinitely. |
The Group anticipates that these new standards, interpretations and amendments will be adopted in the Group's consolidated financial statements as and when they are applicable and adoption of these new standards, interpretations and amendments may have no material impact on the interim condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
2. Basis of preparation and accounting policies (continued)
2.2 Application of new and revised International Financial Reporting Standards (IFRSs) (continued)
Below mentioned accounting policies relating to Income and Deferred tax apply for the first time in 2024:
Income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the consolidated statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:
- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
- In respect of taxable temporary differences associated with investments in subsidiaries, associate, and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
- In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount 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. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
2. Basis of preparation and accounting policies (continued)
2.2 Application of new and revised International Financial Reporting Standards (IFRSs) (continued)
Deferred tax (continued)
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
3. Estimates and assumptions
The preparation of the interim condensed consolidated financial statements require management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing the interim condensed consolidated financial statements, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2023.
4. Financial risk management
The Group's activities potentially expose it to a variety of financial risks as follows:
- Market risk (including currency risk, price risk, cash flow and fair value interest rate risk)
- Credit risk and liquidity risk.
The interim condensed consolidated financial statements does not include all financial risk management information and disclosures required in the annual consolidated financial statement, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2023. The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2023.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
5. Segment information
Operating segment
The Board of Directors is the Group's chief operating decision maker. The Board considers the business of the Group as a whole for the purpose of decision making.
Management has determined the operating segments based on segments identified for the purpose of allocating resources and assessing performance. The Group is organised into three major operating segments: property development (includes sale of properties and leasing activities), properties and facilities management and hospitality related activities.
Management monitors the operating results of its operating segments for the purpose of making strategic decisions about performance assessment. Segment performance is evaluated based on operating profit or loss.
| Property | Properties | ||
|---|---|---|---|
| development | and facilities | ||
| activities | management | Hospitality | Total |
| AED'000 | AED'000 | AED'000 | AED'000 |
| 664,405 | |||
| 164,382 | 5,921 | 18,357 | 188,660 |
| 5,238,823 | 484,647 | 6,598,344 | |
| 1,344,061 | 288,823 | 14,650 | 1,647,534 |
| Property | Properties | ||
| development | and facilities | ||
| activities | management | Hospitality | Total |
| AED'000 | AED'000 | ||
| 505,800 | 70,183 | 52,949 | 628,932 |
| 90,635 | 10,071 | 17,765 | 118,471 |
| 5,210,284 | 460,668 | 893,917 | 6,564,869 |
| 1,337,827 | 270,764 | 18,033 | 1,626,624 |
| 530,119 | 76,067 AED'000 |
58,219 874,874 AED'000 |
Revenue from property development activities are recognised over time and revenue from hospitality, properties and facilities management are recognised at a point in time as well as over time.
Geographic information
There are no assets located outside the United Arab Emirates as at 30 June 2024 (31 December 2023 audited: AED Nil).
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
6. Property and equipment
The property and equipment balance includes buildings, leasehold improvements, furniture and fixtures, office equipment, motor vehicles and capital work in progress.
Management have reviewed the prior year valuations for all three hotels and believe that there is no material variance in the recoverable value as at 30 June 2024.
Land and buildings with a carrying value of AED 475.8 million (31 December 2023- audited: AED 498.6 million) are mortgaged under Islamic finance obligations (Note 13).
The Group has a policy of depreciating assets on a straight-line method, at rates calculated to reduce the cost of assets to their estimated residual value. The Group depreciates buildings for 50 years and furniture and fixtures from 5 to 15 years. Furthermore, the depreciation expense of the Group in the current period amounted to AED 10 million (30 June 2023- unaudited: AED 8.8 million).
7. Investment properties
| UAE Mix use building AED'000 |
UAE Parking spaces AED'000 |
UAE Stores Units AED'000 |
UAE Retail units AED'000 |
UAE Service Apartments AED'000 |
30 June 2024 Total AED'000 |
31 December 2023 Total AED'000 |
|
|---|---|---|---|---|---|---|---|
| (Unaudited) | (Audited) | ||||||
| Fair value hierarchy | 3 | 3 | 3 | 3 | 3 | ||
| Fair value at the | |||||||
| beginning of the | |||||||
| reporting period/year | 184,280 | 74,198 | 13,898 | 289,396 | 309,595 | 871,367 | 762,776 |
| Additions/Adjustments | 125 | - | - | 68 | - | 193 | (8,503) |
| Transfer from properties | |||||||
| held for development | |||||||
| and sale | - | - | - | - | - | - | 21,046 |
| Change in valuation | - | - | - | - | - | - | 96,048 |
| Fair value at the end of | |||||||
| reporting period/year | 184,405 | 74,198 | 13,898 | 289,464 | 309,595 | 871,560 | 871,367 |
Investment properties represent properties held at fair value and any fair value gain/loss under the fair value model is treated in accordance with IFRS.
During 2023, the Company had reclassified certain units amounting to AED 24.5 million from properties held for development and sale based on change in use of these units. These units were reclassified to investment properties at their fair value and management believed that carrying amount of the units transferred is equivalent to the fair value on the date of transfer. The Company had also reclassified certain units amounting to AED 3.4 million to properties held for development and sale based on change in use of these units (Note 9).
Investment properties with a carrying value of AED 487.9 million (31 December 2023- audited: AED 487.8 million) are mortgaged against bank borrowings (Note 13).
Management have reviewed the prior year valuations for all of its investment properties and believes that there is no material variance in the fair value of the Group's investment properties as at 30 June 2024.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
8. Trade, contract and other receivables
| 30 June | 31 December | |
|---|---|---|
| 2024 | 2023 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Trade and unbilled receivables (refer (i) below) |
809,722 | 792,666 |
| Other receivables (refer (ii) below) |
377,094 | 346,548 |
| 1,186,816 | 1,139,214 | |
| Current | 1,003,325 | 853,041 |
| Non-current | 183,491 | 286,173 |
| Total | 1,186,816 | 1,139,214 |
| 30 June 2024 AED'000 (Unaudited) |
31 December 2023 AED'000 (Audited) |
|
|---|---|---|
| i. Trade and unbilled receivables |
||
| Trade receivables Amounts receivable within 12 months |
259,228 | 247,655 |
| Contract assets | ||
| Unbilled receivables within 12 months | 367,003 | 258,838 |
| Unbilled receivables after 12 months |
183,491 | 286,173 |
| 809,722 | 792,666 |
The above trade receivables are net of provision for impairment amounting to AED 126.8 million (31 December 2023: AED 121.5 million) relating to trade receivables which are past due. All other trade receivables are considered recoverable.
ii. Other receivables
| 30 June | 31 December | |
|---|---|---|
| 2024 | 2023 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Advances to contractors | 100,353 | 83,626 |
| Advances to suppliers | 13,940 | 5,220 |
| Prepayments and deferred project cost |
179,765 | 183,432 |
| Others | 92,203 | 82,259 |
| 386,261 | 354,537 | |
| Less: provision for impairment | (9,167) | (7,989) |
| 377,094 | 346,548 | |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
9. Properties held for development and sale
The properties held for development and sale include land held for future development, properties under development and completed properties held in inventory.
Net realisable value has been determined on the basis of committed sale price if the remaining receivable amount is lower than the current market value of the units booked by customers. For units not yet booked by customers, net realisable value takes into consideration the expected market prices.
Plots of land including under development projects with total carrying value of AED 500.4 million (31 December 2023- audited: AED 641 million) and completed properties with total carrying value of AED 35.2 million (31 December 2023- audited: AED 65.6 million) are mortgaged under Islamic finance obligations (Note 13).
In the current period, the Group has recognised an amount of AED 367 million (for the year ended 31 December 2023- audited: AED 714.9 million and for the six months period ended 30 June 2023 unaudited: AED 431.1 million) included in the profit or loss under "direct costs" against revenue recognised of AED 505.3 million (for the year ended 31 December 2023- audited: AED 950.1 million and for the six months period ended 30 June 2023- unaudited: AED 628.9 million).
During 2023, the Company had reclassified certain units amounting to AED 24.5 million to investment properties. The Company had also reclassified certain units amounting to AED 3.4 million from investment properties based on change in use of these units (Note 7).
For plots of land held for future development and use amounting to AED 490.2 million as at the reporting date (31 December 2023- audited: AED 471 million), management is currently evaluating feasibility of the projects and considering alternative viable profitable options as well as various offers from potential buyers.
10. Related party transactions and balances
Related parties include the significant shareholders, key management personnel, associates, joint ventures, directors and businesses which are controlled or jointly controlled, directly or indirectly, by the significant shareholders or directors or over which they exercise significant management influence.
(a) Related party transactions
During the period, the Group entered into the following significant transactions with related parties in the normal course of business and at prices and terms agreed by the Group's management:
| Six month period ended | Three month period ended | |||
|---|---|---|---|---|
| 30 June 2024 | 30 June 2023 | 30 June 2024 | 30 June 2023 | |
| AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Ultimate majority shareholder | ||||
| Other operating income/finance | ||||
| income | 9,516 | 8,092 | 5,464 | 4,743 |
| Finance cost | (16,630) | 21,252 | 8,101 | 11,098 |
| Borrowings repayment | (89,759) | 287,450 | 50,959 | 250,412 |
| Joint venture | ||||
| Other operating income | 236 | 1,377 | 146 | 808 |
| Dividend income | 25,266 | 50,000 | - | - |
| Repayment of contributed capital | 34,734 | - | - | - |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
10. Related party transactions and balances (continued)
(b) Remuneration of key management personnel
| Six month period ended | Three month period ended | |||
|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | |
| 2024 | 2023 | 2024 | 2023 | |
| AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |||
| Salaries and other short-term employees' benefits | 7,016 | 7,879 | 3,464 | 3,818 |
| Termination and post-employment benefits | 301 | 203 | 215 | 100 |
| Board of Directors sitting fees | 100 | 218 | 31 | 128 |
| 7,417 | 8,300 | 3,710 | 4,046 |
During the current period, an additional provision for the Board of Directors' remuneration amounting to AED 1 million was recognised (during the six month period ended 30 June 2023: AED 0.55 million) based on the final approval of the shareholders in the Annual General Meeting dated 18 April 2024.
(c) Due from related parties comprises:
| 30 June | 31 December | |
|---|---|---|
| 2024 | 2023 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Current | ||
| Due from a joint venture |
4,178 | 3,466 |
| Due from other related parties | 1,354 | 257,184 |
| 5,532 | 260,650 | |
| Less: provision for impairment | (1,392) | (1,394) |
| 4,140 | 259,256 |
Certain properties were under dispute with UAE based developer ("a related party") against which in 2019, the Group received a favourable judgment by the Court of Cassation which upheld a ruling made by the Court of Appeal confirming Dubai Court of First Instance's judgement to terminate all sale and purchase agreements of lands under dispute and had also ordered counterparty to return all amounts paid, to the tune of AED 412 million plus pay a compensation of AED 61 million as well as 9% legal interest accruing from the date of filing the case.
In 2022, the Group signed a Conditional Settlement Agreement ("the Agreement") with the related party for an amount of AED 500 million. The Group received AED 200 million upon execution of the Agreement and the remaining amount of AED 300 million is to be received within 18 months from date of the signed Agreement. In 2023, management reversed the impairment provision amounting to AED 32.2 million and also recognized income of AED 11.8 million based on discussions with the related party. During the current period, the Group has received the remaining amount of AED 300 million and accordingly, recognized other income of AED 44 million.
Cash and bank balances include amounts held with the ultimate majority shareholder of the Group, bank account balances of AED 134.4 million (31 December 2023- audited: AED 164.9 million) and fixed deposits of AED 530 million (31 December 2023- audited: AED 437 million), at market prevailing profit rates.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
10. Related party transactions and balances (continued)
(c) Due from related parties comprises: (continued)
Impairment provision
To determine the provision for impairment, management applied certain key assumptions and judgments in accordance with IFRS 9 - Financial Instruments in order to determine the expected credit loss which includes the use of various forward-looking information that could impact the timing and/or amount of recoveries.
(d) Due to related parties comprises:
| 30 June | 31 December | |
|---|---|---|
| 2024 | 2023 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Current | ||
| Due to ultimate majority shareholder | 171 | 320 |
| Due to other related party |
106 | 100 |
| 277 | 420 |
At 30 June 2024, the Group had bank borrowings from the ultimate majority shareholder of AED 451.5 million (31 December 2023- audited: AED 481.5 million), at market prevailing profit rates (Note 13).
11. Cash and bank balances
| 30 June | 31 December | |
|---|---|---|
| 2024 | 2023 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Cash in hand | 457 | 479 |
| Current accounts | 828,484 | 726,416 |
| Fixed deposits | 815,348 | 607,000 |
| 1,644,289 | 1,333,895 | |
| Less: provision for impairment | (1,452) | (1,257) |
| Cash and bank balances, net | 1,642,837 | 1,332,638 |
| Less: term deposits with an original maturity greater than six months | (376,652) | (349,811) |
| Cash and cash equivalents | 1,266,185 | 982,827 |
Bank accounts include a balance of AED 697.7 million (31 December 2023- audited: AED 540.2 million) and fixed deposits of AED 241 million (31 December 2023- audited: AED 168 million) at market prevailing profit rates held in escrow accounts.
These Escrow accounts include project Escrow accounts where amounts are collected against sale of properties and are available for payments relating to construction of development properties. These Escrow accounts also include Community Management Escrow accounts of various properties where service charges are collected from owners and are available for payments for management and maintenance of the properties.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
11. Cash and bank balances (continued)
Bank accounts balance include a balance of AED 100 million (31 December 2023- audited: AED 103.9 million), held in a fiduciary capacity in escrow accounts on behalf and for the beneficial interest of third parties, which are recorded in these interim condensed consolidated financial statements.
12. Share capital
At 30 June 2024, share capital comprised of 4,375,837,645 shares (31 December 2023- audited: 4,375,837,645 shares) of AED 1 each. All shares are authorised, issued and fully paid up.
The shareholders have approved in the Annual General Meeting dated 18 April 2024 dividends on ordinary shares amounting to AED 175.04 million (AED 4 fils per share) and the same has been paid during the period.
13. Borrowings
| 30 June | 31 December | |
|---|---|---|
| 2024 | 2023 | |
| AED'000 | AED'000 | |
| (Unaudited) | (Audited) | |
| Islamic finance obligations | ||
| Current | 69,147 | 93,224 |
| Non-current | 485,411 | 551,093 |
| Total borrowings | 554,558 | 644,317 |
| AED'000 | |
|---|---|
| 1 January 2023 (Audited) | 937,508 |
| Drawdown | 104,512 |
| Repayments | (397,703) |
| 31 December 2023 (Audited) | 644,317 |
| 1 January 2024 | 644,317 |
| Drawdown | - |
| Repayments | (89,759) |
| 30 June 2024 (Unaudited) | 554,558 |
The Islamic finance obligations represent Ijarah and other Islamic facilities obtained from Dubai Islamic Bank PJSC (ultimate majority shareholder), and from other local banks. The facilities were availed to finance the properties under construction and working capital requirements.
Islamic finance obligations with the ultimate majority shareholder and other local banks carry market prevailing profit rates and are repayable in quarterly instalments over a period of two years to eight years from the reporting date (31 December 2023- audited: five years to twelve years). These facilities have AED 306.9 million available for drawdown to the Group.
Islamic finance obligations are secured by mortgages over properties classified under property held for development and sale (Note 9), property and equipment (Note 6) and investment properties (Note 7).
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
14. Advances from customers
Advances from customers comprise of payments received from sale of properties. The revenues have not been recognised in the interim condensed consolidated statements of profit or loss, in line with the revenue recognition policy of the Group consistent with the IFRS.
15. Trade and other payables
Trade and other payables include trade payables in normal course of business and provision relating to claims made by third parties and customers against the Group. This includes legal claim made by customers against the Group for refund of partial payments made to purchase certain property units. In accordance with Law No. 13 of 2008 and its subsequent amendment through Law No. 9 of 2009 applicable in the Emirate of Dubai, the Group had earlier forfeited amounts due to failure of customers to pay the outstanding balances as per the Sale and Purchase Agreement. The provisions are based on management's best estimate after considering the potential cash flows in respect of the claim on a case by case basis.
16. Commitments
At 30 June 2024, the Group had total commitments of AED 1,146.4 million (31 December 2023- audited: AED 583.8 million) with respect to project related contracts issued net of invoices received and accruals made at that date.
17. Contingencies
Contingent liabilities
At 30 June 2024, the Group has contingent liabilities in respect of performance bond and guarantees issued by banks, in the ordinary course of business, amounting to AED 442.1 million (31 December 2023- audited: AED 331.5 million), which mainly includes performance guarantees of AED 429.5 million (31 December 2023- audited: AED 317.5 million) issued to Real Estate Regulatory Authority (RERA) for the projects under development. Also, the Group has contingent liabilities, on behalf of a subsidiary (under liquidation), in respect to guarantees issued by a bank amounting to AED 3.4 million (31 December 2023- audited: AED 3.4 million). The Group anticipates that no material liabilities will arise from these performance and other guarantees.
Legal claims
The Group is also a party to certain legal cases in respect to various potential claims from customers and, where necessary, makes adequate provisions against any potential claims. Such provisions are reassessed regularly to include significant claims and instances of potential litigations. Based on review of opinion provided by the legal advisors/internal legal team, management is of the opinion that no material cash outflow in respect of these claims is expected to be paid by the Company in these legal cases over and above the existing provision in the books of accounts. The Company has elected not to present the complete disclosures as required by IAS 37 "Provision and Contingent Liabilities and Contingent Assets" as management is of the view that since the legal claims are sub-judice and are disputed, therefore this information may be prejudicial to their position on these matters.
Certain other contingent liabilities may arise during the normal course of business, which based on the information presently available, either cannot be quantified at this stage or in the opinion of the management is without any merit. However, in the opinion of management, these contingent liabilities are not likely to result in any cash outflows for the Group.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
18. Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
| Equity instrument at fair value |
|||
|---|---|---|---|
| Amortised cost |
through other comprehensive income |
Total | |
| 30 June 2024 (unaudited) | AED'000 | AED'000 | AED'000 |
| Assets as per interim condensed consolidated | |||
| statement of financial position | |||
| Equity instrument at fair value other comprehensive | |||
| income | - | 3,979 | 3,979 |
| Trade, contract and other receivables excluding | |||
| prepayments and advances | 892,758 | - | 892,758 |
| Due from related parties | 4,140 | - | 4,140 |
| Bank balances | 1,642,380 | - | 1,642,380 |
| 2,539,278 | 3,979 | 2,543,257 | |
| Liabilities as per interim condensed consolidated statement of financial position |
|||
| Trade and other payables |
587,611 | - | 587,611 |
| Retentions payable | 49,311 | - | 49,311 |
| Borrowings | 554,558 | - | 554,558 |
| 1,191,480 | - | 1,191,480 |
| Amortised cost |
Equity instrument at fair value through other comprehensive income |
Total | |
|---|---|---|---|
| 31 December 2023 (audited) | AED'000 | AED'000 | AED'000 |
| Assets as per interim condensed consolidated statement of financial position Equity instrument at fair value other comprehensive |
|||
| income Trade, contract and other receivables excluding |
- | 4,040 | 4,040 |
| prepayments and advances | 866,936 | - | 866,936 |
| Due from related parties | 259,256 | - | 259,256 |
| Bank balances | 1,332,159 | - | 1,332,159 |
| 2,458,351 | 4,040 | 2,462,391 | |
| Liabilities as per interim condensed consolidated statement of financial position |
|||
| Trade and other payables | 555,684 | - | 555,684 |
| Retentions payable | 36,006 | - | 36,006 |
| Borrowings | 644,317 | - | 644,317 |
| 1,236,007 | - | 1,236,007 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months period ended 30 June 2024 (continued)
18. Financial instruments by category (continued)
The following table presents the Group's financial assets that are measured at fair value, by valuation method:
| Level 1 AED'000 |
Total AED'000 |
|
|---|---|---|
| As at 30 June 2024 (unaudited) | ||
| Equity instrument at fair value through other | ||
| comprehensive income | 3,979 | 3,979 |
| As at 31 December 2023 (audited) | ||
| Equity instrument at fair value through other | ||
| comprehensive income | 4,040 | 4,040 |
The carrying value less impairment provision of trade receivables, contract assets, due from related parties, bank balances and long term fixed deposit is assumed to approximate their fair values keeping in view the period over which these are expected to be realised. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Other receivables and payables approximate their fair values.
19. Earnings per share
Basic and diluted earnings per share is calculated by dividing the profit for the period by the weighted average number of ordinary shares in issue during the period. There were no instruments or any other items which could cause a dilutive effect on the earnings per share calculation:
| Six month period ended | Three month period ended | |||
|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | |
| 2024 | 2023 | 2024 | 2023 | |
| AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |||
| Profit after tax for the period (AED'000) | 188,660 | 118,471 | 115,700 | 62,120 |
| Weighted average number of ordinary shares ('000) [Note 12] |
4,375,838 | 4,375,838 | 4,375,838 | 4,375,838 |
| Earnings per ordinary share | ||||
| - Basic and Diluted (Fils) |
4.31 | 2.71 | 2.64 | 1.42 |
20. Income tax expense
On 9 December 2022, the UAE Ministry of Finance released Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (Corporate Tax Law or the Law) to enact a Federal corporate tax (CT) regime in the UAE. The CT regime has become effective for accounting periods beginning on or after 1 June 2023. The Cabinet of Ministers Decision No. 116 of 2022 (widely accepted to be effective from 16 January 2023) specified the threshold of taxable income to which the 0% UAE CT rate would apply, and above which the 9% UAE CT rate would apply. It is widely considered that this would constitute 'substantive enactment' of the UAE CT Law for the purposes of IAS 12, the objective of which is to prescribe the basis for accounting for Income Taxes.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months period ended 30 June 2024 (continued)
20. Income tax expense (continued)
Current taxes should be measured at the amount expected to be paid to or recovered from the tax authorities by reference to tax rates and laws that have been enacted or substantively enacted, by the end of the any reporting period. Since no taxes were expected to be paid to or recovered from the tax authorities for the periods ended prior to 31 December 2023, no current tax was accounted for in the financial periods ended before 31 December 2023. Since the Group is expected to pay tax in accordance with the provision of the UAE CT Law on its operational results with effect from 1 January 2024, current taxes have been accounted for in the consolidated financial statements for the period beginning from 1 January 2024.
Deferred taxes should be measured by reference to the tax rates and laws, as enacted, or substantively enacted, by the end of the reporting period, that are expected to apply in the periods in which the assets and liabilities to which the deferred tax relates are realized or settled. As the UAE CT Law was 'substantively enacted' as at 31 December 2023 for the purposes of IAS 12, the Group considered the application of IAS 12 and any requirements for the measurement and recognition of deferred taxes (if any) for the financial periods ended post 1 June 2023. Based on an assessment conducted by the Group's management, no temporary differences were identified where the deferred tax should have been accounted for.
Amount recognised in the consolidated statement of profit or loss
The major components of income tax expense for the period ended 30 June 2024:
| Six month period ended | Three month period ended | |||
|---|---|---|---|---|
| 30 June | 30 June | 30 June | 30 June | |
| 2024 | 2023 | 2024 | 2023 | |
| AED'000 | AED'000 | AED'000 | AED'000 | |
| (Unaudited) | (Unaudited) | |||
| Current income tax expense | 13,946 | - | 9,365 | - |
| Income tax expense recognised in | ||||
| statement of profit or loss | 13,946 | - | 9,365 | - |
Tax reconciliation:
| Amount (In AED '000) |
|
|---|---|
| Accounting profit before tax | 202,606 |
| Profit exempt from tax |
(375) |
| Net taxable profit |
202,231 |
| At United Arab Emirates' statutory income tax rate of 9% | 18,201 |
| Tax impact on share of profit from associates/joint ventures |
(4,356) |
| Non-deductible expenses | 68 |
| Others | 33 |
| Income tax expense reported in the income statement | 13,946 |
Effective tax rate 7%