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Registered number: 01209014










DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
COMPANY INFORMATION


Directors
B S N Rihani 
P J Watson (resigned 31 March 2024)
A A Loudon (resigned 30 June 2024)
D J S Horner 
M B Sleiman (resigned 29 December 2023)




Company secretary
S Kadi



Registered number
01209014



Registered office
150 Holborn

London

EC1N 2NS




Independent auditor
MHA

Victoria Court

17-21 Ashford Road

Maidstone

United Kingdom

ME14 5DA




Bankers
Europe Arab Bank PLC
13-15 Moorgate

London

EC2R 6AD





 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 

CONTENTS



Page
Strategic report
 
 
1 - 3
Directors' report
 
 
4 - 5
Directors' responsibilities statement
 
 
6
Independent auditor's report
 
 
7 - 10
Statement of comprehensive income
 
 
11
Balance sheet
 
 
12
Statement of changes in equity
 
 
13
Notes to the financial statements
 
 
14 - 30


 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
The Company operates as a service company providing specialised professional services in connection with engineering, urban development, town and regional planning, architecture and economic studies to other Dar Group companies who serve clients in the emerging market territories of the Middle East, Africa and Asia.  The future activities and workload of the Company, therefore, depends mostly on work fed through the Dar Group from other group companies who market the group's services and contract directly with the client for the services provided by the Company.
Turnover for the year was £14,146,063 (2022 - £15,556,486). The directors expect a similar level of activity for the forthcoming year. Turnover is calculated in line with the transfer pricing agreement, at a 6.5% uplift on costs. 
The profit for the year amounted to £1,132,679 (2022 - £994,442). The directors do not recommend a final dividend (2022 - £nil). 
The directors are confident that the current contracted backlog and business development activities and strategies of its fellow group undertakings, operating in the emerging markets in which the Company is experienced and specialises, are sufficient to sustain the on-going operation of the Company. 

Page 1

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Business risk: The principal risks and uncertainties for the Company are its ability to attract and retain quality employees and perform work on contracts in accordance with the requirements of its clients. The Company focuses strongly on retaining its employees.  To ensure quality delivery of projects, the group monitors progress on a regular basis and invests in technical and personal training and development of its employees, with regular reviews of each individuals training requirements.
Financial risks management objectives and policies
Credit risk: The Company is exposed to credit risk in relation to its debtors including from other Dar Group companies. Management monitors the intercompany balances periodically and mitigates this through a letter of support..
Foreign exchange risk: The Company is exposed to foreign currency risks on transactions denominated in a currency other than the functional currency. The major currency giving rise to currency risk is the US Dollar (USD) on intercompany billing to Bahrain. Fluctuations in foreign exchange rates can significantly impact on the profit or loss. Management monitors the foreign exchange rates periodically.
Liquidity risk: The Company's main financial instruments include receivables and payables from and to other group companies, other debtors, prepayments and trade payables. The Company's ability to meet its financial obligations is dependent on the financial commitment of the ultimate parent undertaking, Dar Al-Handasah Consultants Shair & Partners Holdings Limited.

Financial key performance indicators
                                                                                 2023                                           2022 
                                                                                     £                                                  £
 
(Loss)/profit before tax                                          1,446,405                                    1,143,410
Current Assets                                                   34,109,308                                  33,495,945
 
Current Liabilities                                              (24,187,473)                                (23,881,437) 
Non-current Liabilities                                            (208,472)                                       (68,267)

The profit before tax for the year amounted to £1,446,405 (2022 - £1,143,410).  The increase in profit before tax has arisen following a reduction in rent costs in the year by £506,662 which is partly offset by an increase in depreciation costs by £153,586.  
Current assets at the year end have increased from £33,495,945 in the prior year to £34,109,308 in the current year. This was driven by a £1,486,364 increase in amounts owed by group undertakings. 
Current liabilities increased from £23,881,437 in the prior year to £24,187,473 in the current year. This movement is in line with expectations. The majority of this balance is made up of amounts owed to group undertakings.
Non-current liabilities comprise finance leases. Further details, including the timing of liabilities, are provided in note 15.

Page 2

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board and signed on its behalf.



D J S Horner
Director

Date: 19 September 2024

Page 3

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

B S N Rihani 
P J Watson (resigned 31 March 2024)
A A Loudon (resigned 30 June 2024)
D J S Horner 
M B Sleiman (resigned 29 December 2023)

Future developments

The Directors are considering to transfer some revenue making contracts out of the Company in future to Dar Plus Limited, a wholly owned subsidiary of Dar Al-Handasah Consultants Shair & Partners Holdings Limited (a company registered in Jersey). However, the services provided by the Company to other Companies within the Group will remain.

Qualifying third party indemnity provisions

The Company carries an appropriate level of professional indemnity insurance cover for the size of the business and also has insurance cover for directors' and officers' liability.

Matters covered in the Strategic Report

Certain matters required by regulation to be dealt with in the annual report have been dealt with in the Strategic Report, rather than in the Directors' Report.
Financial risks management objectives and policies
Details of financial risks management objectives and policies can be found in the Strategic Report on page 2.
Dividends
Details of dividends can be found in the Strategic Report on page 1.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The confirmations are given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Auditor

The auditor, MHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the board and signed on its behalf.
 





D J S Horner
Director

Date: 19 September 2024

Page 5

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 

Opinion


We have audited the financial statements of Dar Al-Handasah Consultants (Shair & Partners) (U.K.) Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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 under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us 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 financial statements 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

enquiry of management around actual and potential litigation claims;
enquiry of entity staff to identify any instances of non-compliance with laws and regulations;
performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Use of our report
 

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 2006Our 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 the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


Page 9

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED (CONTINUED)





Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidstone
United Kingdom

25 September 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
Page 10

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
14,146,063
15,556,486

Cost of sales
  
(7,674,566)
(10,008,296)

Gross profit
  
6,471,497
5,548,190

Administrative expenses
  
(5,006,456)
(4,400,562)

Operating profit
 5 
1,465,041
1,147,628

Interest payable and similar expenses
 9 
(18,636)
(4,218)

Profit before tax
  
1,446,405
1,143,410

Tax on profit
 10 
(313,726)
(148,968)

Profit for the financial year
  
1,132,679
994,442

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 30 form part of these financial statements.

Page 11

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
REGISTERED NUMBER: 01209014

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
834,388
442,141

  
834,388
442,141

Current assets
  

Debtors
 12 
33,846,681
33,290,120

Cash at bank and in hand
 13 
335,937
205,825

  
34,182,618
33,495,945

Creditors: amounts falling due within one year
 14 
(24,187,473)
(23,881,437)

Net current assets
  
 
 
9,995,145
 
 
9,614,508

Total assets less current liabilities
  
10,829,533
10,056,649

Creditors: amounts falling due after more than one year
 15 
(208,472)
(68,267)

Provisions for liabilities
  

Other provisions
 18 
-
(500,000)

  
 
 
-
 
 
(500,000)

Net assets
  
10,621,061
9,488,382


Capital and reserves
  

Called up share capital 
 19 
250,000
250,000

Profit and loss account
 20 
10,371,061
9,238,382

  
10,621,061
9,488,382


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D J S Horner
Director

Date: 19 September 2024

The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
250,000
8,243,940
8,493,940


Comprehensive income for the year

Profit for the year
-
994,442
994,442



At 1 January 2023
250,000
9,238,382
9,488,382


Comprehensive income for the year

Profit for the year
-
1,132,679
1,132,679


At 31 December 2023
250,000
10,371,061
10,621,061


The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Dar Al-Handasah Consultants (Shair & Partners) (U.K.) Limited is a private company limited by shares incorporated in England and Wales within the United Kingdom. The address of the registered office is 150 Holborn, London, EC1N 2NS.
The financial statements are presented in GBP which is the functional currency of the Company and rounded to the nearest £1. 
The principal activities of the Company are disclosed in the Strategic Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Dar Al-Handasah (UK) Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

The Company has total net assets of £10,621,061 and a profit before tax of £1,446,405. The ultimate parent undertaking has committed to provide financial support as is required to enable the Company to meet its financial obligations as they fall due for a period of not less than 12 months from the date of approval of these financial statements. As a result, the directors believe it is appropriate to adopt the going concern basis in preparing the financial statements.

Page 14

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from other Group Companies
Revenue receivable from the ultimate parent undertaking represents costs recharged to that entity at an agreed mark-up of 6.5%. Income from fellow subsidiary undertakings, where this is the simple recharge of expenses, is not subject to a mark-up.


Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Amounts recoverable under long term contracts are included in debtors.

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 15

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
15%
Office equipment
-
20%
or length of HP/lease agreement

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.9

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Page 16

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.9
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.13

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.14

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 18

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make 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.
Critical judgements in applying the Company's accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Revenue recognition
In recognising revenue from the ultimate parent undertaking on a cost-plus basis, the directors have assumed with the benefit of professional advice that the amount of the mark-up is equivalent to arms-length transactions.  The Company also enters into both fixed price and cost plus contracts with a number of external customers and projects are often undertaken over a long period of time.  The directors have made critical judgements regarding the stage of completion of fixed price projects at the year end, the future costs to complete, and the recoverability of balances arising on these contracts. 
Key sources of estimation uncertainty
There were no key sources of estimation uncertainty.

Page 20

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Consultancy services
335,019
3,786,704

Management charges receivable
-
309,980

Fees receivable - intercompany
13,811,044
11,459,802

14,146,063
15,556,486


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
187,483
592,467

Rest of Europe
108,758
3,496,855

Rest of the world
13,849,822
11,467,164

14,146,063
15,556,486



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation and amortisation
279,908
126,322

Exchange differences
(33,377)
(37,670)

Other operating lease rentals
639,057
1,115,442


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
21,096
18,425

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of Dar Al-Handasah (UK) Limited. 

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DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
6,157,432
5,285,530

Social security costs
722,286
636,803

Cost of defined contribution scheme
804,760
681,785

7,684,478
6,604,118


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Engineering consultants
88
74



Administration and IT
12
10

100
84


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
576,732
480,785

Company contributions to defined contribution pension schemes
39,832
40,024

616,564
520,809


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £419,294 (2022 - £334,786).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).

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DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
18,636
4,218

18,636
4,218


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
216,112
110,679

Adjustments in respect of previous periods
31,463
(43,657)


247,575
67,022


Total current tax
247,575
67,022

Deferred tax


Origination and reversal of timing differences
66,151
81,946

Total deferred tax
66,151
81,946


Tax on profit
313,726
148,968
Page 23

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,446,405
1,143,410


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
340,194
217,248

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
11,449
525

Capital allowances for year in excess of depreciation
(98)
(11,139)

Adjustments to tax charge in respect of prior periods
31,463
(43,657)

Other timing differences leading to an increase (decrease) in taxation
-
18,749

Non-taxable income
-
(2,091)

Remeasurement of deferred tax for changes in tax rates
3,915
-

Other differences leading to an increase (decrease) in the tax charge
7,948
(30,667)

Reversal of bad debt provision
(81,145)
-

Total tax charge for the year
313,726
148,968


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 24

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Long-term leasehold property
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
1,493,238
1,789,910
3,283,148


Additions
-
685,534
685,534


Disposals
(1,493,238)
-
(1,493,238)



At 31 December 2023

-
2,475,444
2,475,444



Depreciation


At 1 January 2023
1,477,313
1,363,694
2,841,007


Charge for the year on owned assets
2,546
277,362
279,908


Disposals
(1,479,859)
-
(1,479,859)



At 31 December 2023

-
1,641,056
1,641,056



Net book value



At 31 December 2023
-
834,388
834,388



At 31 December 2022
15,925
426,216
442,141

Page 25

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           11.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Long leasehold
-
15,925

-
15,925


The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Office equipment
431,598
208,888

431,598
208,888


12.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
32,276,882
30,916,441

32,276,882
30,916,441

Due within one year

Trade debtors
521,105
248,825

Amounts owed by group undertakings
132,790
6,867

Other debtors
480,936
183,569

Prepayments and accrued income
277,344
1,710,643

Deferred taxation
157,624
223,775

33,846,681
33,290,120


Amounts owed by group undertakings are unsecured and interest free.

Page 26

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
335,937
205,825

Less: bank overdrafts
-
(470)

335,937
205,355



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank overdrafts
-
470

Trade creditors
317,964
120,133

Amounts owed to group undertakings
22,408,486
22,577,970

Corporation tax
216,112
-

Other taxation and social security
424,591
391,976

Obligations under finance lease and hire purchase contracts
174,484
86,980

Other creditors
24,376
570,828

Accruals and deferred income
621,460
133,080

24,187,473
23,881,437


Amounts owed to group undertakings are unsecured, interest free and payable on demand.


15.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
208,472
68,267

208,472
68,267


Amounts due under finance leases and hire purchase contracts are secured over the assets to which they relate.

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DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
174,484
102,179

Between 1-5 years
208,472
81,208

382,956
183,387


17.


Deferred taxation




2023


£






At beginning of year
223,775


Charged to profit or loss
(66,151)



At end of year
157,624

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
157,624
223,775

157,624
223,775

Page 28

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Provisions




Office Dilapidation

£





At 1 January 2023
500,000


Released in year
(500,000)



At 31 December 2023
-

The historic provision was in respect of office dilapidation costs estimated, arising because the Company previously vacated office space at Wigmore Street, London. After the year end, a final settlement has been agreed with the landlord for the dilapidation cost, and so the liability has been transferred to accruals, recognised within Creditors: amounts falling due within one year.


19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



250,000 (2022 - 250,000) Ordinary shares of £1.00 each
250,000
250,000

Ordinary shares have full voting and dividend rights.



20.


Reserves

Profit and loss account

The Profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


21.


Pension commitments

Defined Contribution Pension Scheme
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £804,760 (2022 - £681,785). Contributions totalling £Nil (2022 - £Nil) were payable to the fund at the balance sheet date.

Page 29

 
DAR AL-HANDASAH CONSULTANTS (SHAIR & PARTNERS) (U.K.) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Related party transactions

The following transactions occurred during the year which are classified as related party transactions:
At the balance sheet date, Maffeis Engineering (UK) Limited owed Dar Al-Handasah Consultants (Shair & Partners) (U.K.) Limited £3,426 (2022 - £3,320), which is included in debtors due after more than one year. Maffeis Engineering (UK) Limited is a wholly owned subsidiary undertaking of Maffeis Engineering SPA, which is a 51% subsidiary of Dar Al-Handasah Consultants Shair & Partners Holdings Limited.
During the year, there were sales of £21,868 (2022 - £55,700) with Maffeis Engineering SPA, which is a 51% subsidiary of the Company.  There were no amounts owing at the balance sheet date.
The Company has taken advantage of the FRS 102 paragraph 33.1A exemption not to disclose transactions with other members of the group that are wholly owned by the ultimate parent undertaking, Dar Al-Handasah Consultants Shair and Partners Holdings Ltd.


23.


Post balance sheet events

The Directors are considering to transfer some revenue making contracts out of the Company in future to Dar Plus Limited, a wholly owned subsidiary of Dar Al-Handasah Consultants Shair & Partners Holdings Limited (a company registered in Jersey). However, the services provided by the Company to other Companies within the Group will remain.


24.


Controlling party

The ultimate controlling party and parent undertaking of the largest group for which consolidated financial statements are prepared is Dar Al-Handasah Consultants Shair and Partners Holdings Ltd, a company registered in Dubai at the registered office address of Unit 2401, Level 24, Index Tower, Dubai International Finance Centre, Dubai, 506855, United Arab Emirates.
The immediate parent undertaking and also the parent undertaking of the smallest group for which consolidated financial statements are prepared is, Dar Al-Handasah (UK) Limited, a company registered in England and Wales at the registered office address of 150 Holborn, London, EC1N 2NS. The consolidated financial statements can be found at Companies House. 


 
Page 30