ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Registered number: 12968427

DAR RE FINANCE CO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

DAR RE FINANCE CO LIMITED

COMPANY INFORMATION

Directors	N Aboushadi
	A A Loudon (resigned 30 June 2024)
	T Salaam


Registered number	12968427


Registered office	150 Holborn
	London
	EC1N 2NS


Independent auditor	MHA
	Victoria Court
	17-21 Ashford Road
	Maidstone
	United Kingdom
	ME14 5DA

DAR RE FINANCE CO LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditor's Report	3 - 6
Statement of Income and Retained Earnings	7
Balance Sheet	8 - 9
Notes to the Financial Statements	10 - 14

DAR RE FINANCE CO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing 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 2006. They 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.

Principal activity

The principal activity of the Company is to act as a financing company for the purposes of the completion of the development of the 150 Holborn building.
Going concern
The directors of the Company have prepared the financial statements on the going concern basis as they consider that the Company will have sufficient funding to enable it to meet its obligations for a period of at least 12 months from the date of approval of these financial statements. The Company has total net liabilities of £60,632 and a loss before tax of £12,542. The ultimate parent company 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 at least 12 months from the date of approval of these financial statements. The directors have concluded that there is no material uncertainty and that it is appropriate to adopt the going concern basis in preparing these financial statements.

Directors

The directors who served during the year were:

N Aboushadi

A A Loudon (resigned 30 June 2024)

T Salaam

Page 1

DAR RE FINANCE CO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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.

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.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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

T Salaam

Director

Date: 29 September 2025

Page 2

DAR RE FINANCE CO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR RE FINANCE CO LIMITED

Opinion

We have audited the financial statements of Dar Re Finance Co Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of income and retained earnings, the Balance sheet and the related notes, including a summary of significant accounting policies. The 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 2024 and of its loss 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 3

DAR RE FINANCE CO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR RE FINANCE CO 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 Report. Our 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has 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 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Page 4

DAR RE FINANCE CO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR RE FINANCE CO LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, 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.

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:

∙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;

∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with
applicable laws and regulations; and

∙enquiry of management and those charged with governance around actual and potential litigation and claims.

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.

Page 5

DAR RE FINANCE CO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAR RE FINANCE CO LIMITED (CONTINUED)

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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Maidstone
United Kingdom
Statutory Auditor

30 September 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Page 6

DAR RE FINANCE CO LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
	£	£


Turnover	16,800	199,374
Cost of sales	(16,800)	(199,374)
Gross profit	-	-
Administrative expenses	(15,647)	(32,369)
Operating loss	(15,647)	(32,369)
Interest receivable and similar income	3,011,330	3,235,033
Interest payable and similar expenses	(3,008,225)	(3,234,592)
Loss before tax	(12,542)	(31,928)
Tax on loss	3,187	11,175
Loss after tax	(9,355)	(20,753)



Retained earnings at the beginning of the year	(51,278)	(30,525)
	(51,278)	(30,525)
Loss for the year	(9,355)	(20,753)
Retained earnings at the end of the year	(60,633)	(51,278)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of income and retained earnings.

The notes on pages 10 to 14 form part of these financial statements.

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DAR RE FINANCE CO LIMITED

REGISTERED NUMBER: 12968427

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Current assets
Debtors: amounts falling due after more than one year	4	101,388,202		100,673,181
Debtors: amounts falling due within one year	4	14,302		14,679
Cash at bank and in hand		1,009,744		1,743,089
		102,412,248		102,430,949
Creditors: amounts falling due within one year	5	(2,472,880)		(2,482,226)
Net current assets			99,939,368		99,948,723
Total assets less current liabilities			99,939,368		99,948,723
Creditors: amounts falling due after more than one year	6		(100,000,000)		(100,000,000)

Net liabilities			(60,632)		(51,277)

Capital and reserves
Called up share capital	1	1
Profit and loss account	(60,633)	(51,278)
	(60,632)	(51,277)

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DAR RE FINANCE CO LIMITED

REGISTERED NUMBER: 12968427

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

T Salaam

Director

Date: 29 September 2025

The notes on pages 10 to 14 form part of these financial statements.

Page 9

DAR RE FINANCE CO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Dar Re Finance Co Limited is a private company limited by shares and incorporated in England within the United Kingdom. The address of the registered office is 150 Holborn, London, EC1N 2NS. The principal activity of the Company is to act as a financing company for the purposes of the completion of the development of the 150 Holborn building.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are presented in sterling, which is the functional currency of the Company, and rounded to the nearest £1.

The following principal accounting policies have been applied:

2.2

Going concern

The directors of the Company have prepared the financial statements on the going concern basis as they consider that the Company will have sufficient funding to enable it to meet its obligations for a period of at least 12 months from the date of approval of these financial statements. The Company has total net liabilities of £60,632 and a loss before tax of £12,542. The ultimate parent company 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 at least 12 months from the date of approval of these financial statements. The directors have concluded that there is no material uncertainty and that it is appropriate to adopt the going concern basis in preparing these financial statements.

2.3

Revenue

Revenue is entirely comprised of expenditure incurred that is recharged to a fellow group company. The expenditure being re-charged is for costs directly relating to loan funding that has been acquired.

2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.5

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.

2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 10

DAR RE FINANCE CO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Taxation

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.

2.8

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.

2.9

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.

Employees

The average monthly number of employees, including directors, during the year was 2 (2023 - 3).

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DAR RE FINANCE CO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Debtors
		2024	2023
		£	£

Due after more than one year
Amounts owed by group undertakings	101,388,202	100,673,181
	101,388,202	100,673,181

Amounts owed by group undertakings are unsecured and interest bearing at 3% straight-line.
The loan is payable at the earlier of 5 business days following demand for repayment by the lender, and the termination date of 30 June 2030. The directors expect payment to be made on the termination date.

					2024	2023
					£	£

Due within one year
Amounts owed by group undertakings	14,302	14,679
	14,302	14,679

Amounts owed by group undertakings due within one year are unsecured, interest free and repayable on demand.

5.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	3,041	4,969
Amounts owed to group undertakings	1,700,273	1,700,272
Accruals	769,566	776,985
	2,472,880	2,482,226

Amounts owed to group undertakings due within one year are unsecured, interest free and repayable on demand.

Page 12

DAR RE FINANCE CO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Other loans	100,000,000	100,000,000
	100,000,000	100,000,000

The following liabilities were secured:
	2024	2023
	£	£


Other loans (note 7)	100,000,000	100,000,000
	100,000,000	100,000,000

Details of security provided:

Fixed security:
All that property known as 150 Holborn, London, registered as 147 to 150 Holborn, 2 to 12 (even) Grays Inn Road at 44, 34 and 35 Brooke Street, London, EC1N 7RS (Title Number NGL545084) is registered as security against the loan provided.
Floating security:
All other present and future assets that are not effectively mortgaged, charged or assigned under the fixed security.

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
	2024	2023
	£	£

	Repayable other than by instalments	100,000,000	100,000,000
		100,000,000	100,000,000

Details of the terms of payment or repayment and the rates of any interest payable on the amounts repayable more than five years after the balance sheet date is shown in note 7.

Page 13

DAR RE FINANCE CO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024




Amounts falling due after more than 5 years
Other loans	100,000,000	100,000,000
	100,000,000	100,000,000
	100,000,000	100,000,000

The loan is for £100,000,000 of funding, and was made available to the Company under two separate facilities (the development facility and the investment facility). The agreement enabled the Company to settle the development facility by issuing an equivalent balance under the investment facility, at the end of June 2023. The loan balance is now repayable by 30 June 2030.
The development loan is interest bearing at 3% straight-line.

8.	Related party transactions
	The Company has taken advantage of the FRS 102 paragraph 1AC.35 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 & Partners Holdings Limited.

9.	Parent undertaking

The parent undertaking of the 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.

Page 14