Istithmar P&O Estates (UK) Limited - Limited company accounts 25.1

REGISTERED NUMBER: 06067171 (England and Wales)

Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

Istithmar P&O Estates (UK) Limited

Page

Company Information

1

Report of the Directors

2

Directors' Responsibilities Statement

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Junaid Muhammad Rahimullah Muhammad

Khwaja Kamran Shah

REGISTERED OFFICE:

16 Palace Street

London

SW1E 5JQ

REGISTERED NUMBER:

06067171 (England and Wales)

AUDITORS:

Merali's

Chartered Accountants & Statutory Auditors

Scottish Provident House

76-80 College Road

Harrow

Middlesex

HA1 1BQ

The directors present their report and the audited financial statements of Istithmar P&O Estates (UK) Limited (the 'Company'), for the year ended 31 December 2024.

Business review

The Company's principal activity is the primary holding company for the United Kingdom property division of Istithmar P&O Estates FZE, a Dubai free zone registered entity.

The Company has not engaged in commercial trading activity during the year.

The company have prepared its financial statements in accordance with the provisions of the Companies Act 2006 and applicable accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. They have been prepared on a break-up basis, as the directors have concluded that the going-concern basis is not appropriate because the company will be wound up and has no realistic alternative to liquidation. Accordingly, assets are stated at amounts expected to be realised and liabilities at amounts expected to be settled. The effect of preparing the financial statements on this basis is described in the notes.

Results

The profit for the year from exceptional items, after taxation, amounted to £13.08 million (2023 - £-1.6 million loss).

The operating profit/loss after taxation for the year is £Nil, (2023: £Nil)

Impairment of investments in subsidiaries

During the year, the company fully impaired the carrying value of its investments in subsidiary undertakings. This impairment reflects management's assessment that the recoverable amount of the investments is lower than their carrying amount, based on the subsidiaries' financial performance and outlook. As a result, the carrying value of these investments at the balance sheet date is nil (2023: £135.5M)

Qualifying third party indemnity provisions

All directors are entitled to contractual indemnification from the Company to the extent permitted by law against claims and legal expenses incurred in the course of their duties.

Such qualifying third party indemnity insurance is provided and remains in force as at the date of approving the Directors' report.

Independent auditor's

The auditors, Merali's, will be proposed for appointment 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.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Junaid Muhammad Rahimullah Muhammad

Khwaja Kamran Shah

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Khwaja Kamran Shah - Director

25 September 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS

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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

- use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Opinion

We have audited the financial statements of Istithmar P&O Estates (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 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 Auditors' 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 UK, including the FRC'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.

Emphasis of matter - basis of preparation

We draw attention to Note 3.1 of the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 3.1.

Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors and the Directors' Responsibilities Statement, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 four, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:

We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- enquiring of management including obtaining and reviewing supporting documentation concerning the company's policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

-performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

- discussing among the engagement team including tax regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion we have not identified fraud risk as high risk.

- obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included the Companies Act 2006 and Tax legislation.

Audit response to risks identified

As a result of performing the above, we identified, valuation/recoverability of intergroup receivables, completness of inter-group payables and valuation of investments in subsidiaries as key audit matters/risks.

Our procedures to respond to risks identified included the following:

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

- Substantive testing on the recoverability & valuation of inter-group receivables.

- Substantive testing on the completeness of inter group payables.

- Substantive testing on the valuation of investments in subsidiaries.

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 Report of the Auditors.

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 a Report of the Auditors 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.

M P K Merali (Senior Statutory Auditor)

for and on behalf of Merali's

Chartered Accountants & Statutory Auditors

Scottish Provident House

76-80 College Road

Harrow

Middlesex

HA1 1BQ

25 September 2025

TURNOVER

-

Administrative expenses

-

(1,647,989

)

OPERATING LOSS

-

(1,647,989

)

Int-grp payable Written off

5

149,144,159

-

Int-grp receivable Written off

5

(482,659

)

-

148,661,500

(1,647,989

)

Amounts written off investments

6

(135,576,442

)

-

PROFIT/(LOSS) BEFORE TAXATION

13,085,058

(1,647,989

)

Tax on profit/(loss)

7

-

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

13,085,058

(1,647,989

)

PROFIT/(LOSS) FOR THE YEAR

13,085,058

(1,647,989

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

13,085,058

(1,647,989

)

FIXED ASSETS

Investments

8

-

135,576,442

CURRENT ASSETS

Debtors

9

-

482,659

CREDITORS

Amounts falling due within one year

10

-

(149,144,159

)

NET CURRENT LIABILITIES

-

(148,661,500

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

-

(13,085,058

)

CAPITAL AND RESERVES

Called up share capital

11

1

Retained earnings

12

(1

)

(13,085,059

)

SHAREHOLDERS' FUNDS

-

(13,085,058

)

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

Khwaja Kamran Shah - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2023

1

(11,437,070

)

(11,437,069

)

Deficit for the year

-

(1,647,989

)

(1,647,989

)

Total comprehensive income

-

(1,647,989

)

(1,647,989

)

Total transactions with owners,
recognised directly in equity

-

Balance at 31 December 2023

1

(13,085,059

)

(13,085,058

)

Profit for the year

-

13,085,058

Total comprehensive income

-

13,085,058

Total transactions with owners,
recognised directly in equity

-

Balance at 31 December 2024

1

(1

)

-

1.	GENERAL INFORMATION

Istithmar P&O Estates (UK) Limited (the 'Company') principal activity is the primary holding company for the United Kingdom property division of Istithmar Buildings FZE.

The Company is a wholly owned subsidiary of Istithmar P&O Estates FZE.

The Company is a private company limited by shares and is organised in the United Kingdom. The address of its registered office is 16 Palace Street, London SW1E 5JQ.

2.	STATEMENT OF COMPLIANCE

The individual financial statements of Istithmar P&O Estates (UK) Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006.

The company financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

3.	ACCOUNTING POLICIES

3.1 Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of the Companies Act 2006 and applicable accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. They have been prepared on a break-up basis, as the directors have concluded that the going-concern basis is not appropriate because the company will be wound up and has no realistic alternative to liquidation. Accordingly, assets are stated at amounts expected to be realised and liabilities at amounts expected to be settled. The effect of preparing the financial statements on this basis is described in the notes

The Company has taken advantage of the following exemption:

(i) from preparing a statement of cash flow, on the basis that it is a qualifying entity for the small company exemption.

(ii) the non-disclosure of key management personnel compensation in total.

(iii) a reconciliation of the number of shares outstanding at the beginning and end of the period.

(iv) certain financial instrument disclosures providing equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated.

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

The following principal accounting policies have been applied:

3.2 Valuation of investments

Investments are stated at cost less any provision for impairment. Impairment losses are recognised in the Profit and loss account in the period in which they arise. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised.

3.3 Creditors

Short term creditors are measured at the transaction price.

3.4 Revenue

Revenue is derived from the sale of development land and 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 derived from the sale of development land and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue is derived from the sale of development land and from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer;

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue is derived from the sale of development land and 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.

3.5 Taxation

Tax is recognised in the Profit and loss account, 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;

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

- Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

3.6 Called up share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

3.7 Related party

The Company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Group.

3.8 Consolidated financial statements

The Company is a wholly owned subsidiary of Istithmar P&O Estates FZE. The smallest group of companies for which consolidated financial statements are prepared and in which the Company is consolidated is Istithmar World FZE. The largest group of companies for which consolidated financial statements are prepared and in which the Company is consolidated is the ultimate parent company Dubai World. The consolidated financial statements of both groups are available on request. The company is exempt from preparing group consolidated financial statements by vitue of section 405 of the companies act 2006 - exemption for small groups.

These financial statements are the Company's separate financial statements.

3.9 Critical accounting judgements and estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. Valuation of investments are stated at cost less any provision for impairment. Impairment losses are recognised in the Profit and loss account in the period in which they arise. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Summary of significant accounting policies

The principal accounting policies in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The Company has adopted FRS 102 in these financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

Directors' remuneration

-

5.	EXCEPTIONAL ITEMS

2024

2023

£

Int-grp payable Written off

149,144,159

-

Int-grp receivable Written off

(482,659

)

-

148,661,500

-

6.

AMOUNTS WRITTEN OFF INVESTMENTS

2024

2023

£

Investments impairment

135,576,442

-

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

Profit/(loss) before tax

13,085,058

(1,647,989

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 23.520%)

3,271,265

(387,607

)

Effects of:

Expenses not deductible for tax purposes

33,894,110

387,607

Income not taxable for tax purposes

(37,165,375

)

-

forward

Group relief surrendered/(claimed)

516,344

933,172

Transfer pricing adjustments

(516,344

)

(933,172

)

Total tax charge

-

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

145,595,371

Impairments

(135,576,442

)

At 31 December 2024

10,018,929

PROVISIONS

At 1 January 2024

and 31 December 2024

10,018,929

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

135,576,442

The following were subsidiary undertakings of the Company:

Name

Class of Shares

Holding

P&O Property Holdings Limited

Ordinary

100%

The profit or (loss) for the year ended 24th December 2024 for the subsidiary undertaking were as follows:

Company Name

Profit/(Loss

)

P&O Property Holdings Limited

(135,576,442

)

The Company's subsidiary undertakings at the date of the balance sheet are set out above. All are wholly owned, registered in England and Wales, and engaged in property investment, development or dealing. All are having the same registered office address as 16 Palace St SW1E 5JQ.

The directors believe that the carrying value of the investments is supported by their underlying net assets.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed by group undertakings

-

482,659

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed to group undertakings

-

149,144,159

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

1

Ordinary

1

12.

RESERVES

Retained

earnings

£

At 1 January 2024

(13,085,059

)

Profit for the year

13,085,058

At 31 December 2024

(1

)

13.	PARENT UNDERTAKING AND CONTROLLING PARTY

The immediate parent undertaking at 31 December 2024 is Istithmar P&O Estates FZE, a company incorporated in Dubai free zone.

The smallest group of companies for which consolidated financial statements are prepared and in which the Company is consolidated is Istithmar World PJSC, a company incorporated in Dubai. The consolidated financial statements of this group are available on request from P.O Box 17000, Dubai, United Arab Emirates.

The largest group of companies for which consolidated financial statements are prepared and in which the Company is consolidated is the ultimate parent company Dubai World. The consolidated financial statements of this group are available on request from P.O Box 17000, Dubai, United Arab Emirates.

14.	RELATED PARTY TRANSACTIONS

The Company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Group.