REGISTERED NUMBER: 11468596 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Smaa Developments Limited

Page

Company Information

1

Report of the Directors

2

Report of the Accountants

3

Income Statement

4

Balance Sheet

5

Notes to the Financial Statements

7

DIRECTORS:

Mr G T Rafferty

Mr J H Tani-Eshon

SECRETARY:

Hawksford UK Secretaries Limited

REGISTERED OFFICE:

Ground Floor

123 Pall Mall

St. James's

London

SW1Y 5EA

REGISTERED NUMBER:

11468596 (England and Wales)

ACCOUNTANTS:

Hawksford UK Services Limited

123 Pall Mall

St. James's

London

SW1Y 5EA

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of Real Estate Investment.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

Ms R S Cox - appointed 21 June 2024

Mr G T Rafferty - appointed 21 June 2024

Mr P D Malcolm - resigned 21 June 2024

Mr J K Muteera - resigned 21 June 2024

Mr J H Tani-Eshon was appointed as a director after 31 December 2024 but prior to the date of this report.

Ms R S Cox ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr G T Rafferty - Director

28 October 2025

As described on the Balance Sheet you are responsible for the preparation of the financial statements for the year ended 31 December 2024 set out on pages four to eleven and you consider that the company is exempt from an audit.

In accordance with your instructions, we have compiled these unaudited financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and information and explanations supplied to us.

Hawksford UK Services Limited

123 Pall Mall

St. James's

London

SW1Y 5EA

Date: .............................................

TURNOVER

3,159,072

2,285,161

Administrative expenses

(2,631,195

)

(5,189,211

)

527,877

(2,904,050

)

Other operating income

-

750,000

Gain/loss on revaluation of investment property

-

(14,250,000

)

OPERATING PROFIT/(LOSS)

527,877

(16,404,050

)

Interest receivable and similar income

304,569

524,724

832,446

(15,879,326

)

Interest payable and similar expenses

(2,365,277

)

(1,500,674

)

LOSS BEFORE TAXATION

(1,532,831

)

(17,380,000

)

Tax on loss

-

(483,827

)

LOSS FOR THE FINANCIAL YEAR

(1,532,831

)

(17,863,827

)

FIXED ASSETS

Investment property

5

50,227,685

50,091,644

CURRENT ASSETS

Debtors

6

5,371,800

3,547,998

Cash at bank and in hand

7

143,437

390,627

5,515,237

3,938,625

CREDITORS

Amounts falling due within one year

8

(7,167,673

)

(5,216,611

)

NET CURRENT LIABILITIES

(1,652,436

)

(1,277,986

)

TOTAL ASSETS LESS CURRENT LIABILITIES

48,575,249

48,813,658

CREDITORS

Amounts falling due after more than one year

9

(22,061,031

)

(20,928,885

)

NET ASSETS

26,514,218

27,884,773

CAPITAL AND RESERVES

Called up share capital

1

1

Other reserves

(106,351

)

(268,627

)

Retained earnings

26,620,568

28,153,399

26,514,218

27,884,773

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2025 and were signed on its behalf by:

Mr G T Rafferty - Director

Mr J H Tani-Eshon - Director

1.	STATUTORY INFORMATION

Smaa Developments Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The Directors of the Company have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, therefore these financial statements have been prepared on a going concern basis.

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.

Interest income

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

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.

Borrowing costs

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

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

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.

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.

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.

Turnover

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. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue 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 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.

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4.	PRIOR YEAR ADJUSTMENT

Debtors

31.12.23

£

As previously reported

6,028,440

Prior year adjustment (a)

(3,004,202

)

Prior year adjustment (b)

523,760

Restated balance

3,547,998

Creditors: Amounts falling due within one year

31.12.23

£

As previously reported

4,732,785

Prior year adjustment (c)

483,827

Restated balance

5,216,612

During the preparation of the financial statements for the year ended 31 December 2024, it was discovered that both the company's debtors and creditors were materially misstated for the year ended 31 December 2023. Therefore, the following adjustments have been made to correct the prior year balances.

a) The creation of a bad debt provision in the sum of £3,004,202 which reflects the company's accrued income at the year-end which is unlikely to be received.

b) The accrual of interest receivable based on the company's loan to Palladium Industries Limited which had not previously been accrued. The sum of £523,760 brings the accrued interest up to date since inception of the loan to 31 December 2023.

c) The addition of a tax liability not previously included in respect of Corporation Tax for the year-ended 31 December 2021.

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

50,091,644

Additions

136,041

At 31 December 2024

50,227,685

NET BOOK VALUE

At 31 December 2024

50,227,685

At 31 December 2023

50,091,644

The investment property consists of one freehold property Throckmorton Airfield, Pershore, Worecestershire, WR10 2JH.

Additions during the year £136,041 (2023: £96,321) consist of capitalised refurbishment and development costs.

6.

DEBTORS

31.12.24

31.12.23

as restated

£

£

Amounts falling due within one year:

Trade debtors

1,948,651

529,012

Bad debt provision

(3,854,811

)

(3,004,202

)

Amount owed by related parties

21,540

8,676

Other debtors

151,965

142,784

Prepayments and accrued income

3,913,338

3,004,202

Interest receivable -

Palladium Industries

823,424

523,760

3,004,107

1,204,232

Amounts falling due after more than one year:

Amounts owed by associates

2,367,693

2,343,766

Aggregate amounts

5,371,800

3,547,998

Other debtors for the year £151,965 (2023: £142,784) consist of rent deposit amounts to be repaid to the company in respect of office space which is currently under lease, and petty cash sums paid by the company.

7.	CASH AT BANK AND IN HAND

31.12.24

31.12.23

as restated

£

£

Citibank GBP

70,807

198,997

BLME proceeds

613

31,640

Fisher German

72,017

159,990

143,437

390,627

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as restated

£

£

Trade creditors

89,505

-

Tax

483,827

483,827

VAT

148,719

8,732

Other creditors

991,413

420,690

Interest payable - BLME loan

407,187

105,868

Interest payable - Shareholder

loan

4,604,724

3,698,610

Accruals and deferred income

-

132,779

Accrued expenses

442,298

366,105

7,167,673

5,216,611

Other creditors for the year £991,413 (2023: £420,690) consist of tenants' rent deposit amounts held by the company.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

as restated

£

£

BLME loan

18,000,000

18,000,000

Shareholder loan

4,061,031

2,928,885

22,061,031

20,928,885

10.	POST BALANCE SHEET EVENTS

The Administration of CL 1 Realisations Limited (formerly Cazoo Ltd)

On 21 May 2024 CL 1 Realisations Limited (formerly Cazoo Ltd) entered into administration under the care of Teneo Financial Advisory Limited, with David Philip Soden and Matthew Mawhinney acting as joint administrators.

The company is registered as an unsecured creditor in the administration and as at 31 December 2024, CL 1 Realisations Limited owed the company a total of £1,100,736 which has been accrued since 2023 and currently makes up a significant part of the company's trade debtors balance.

As of the date of this report, the administration of CL 1 Realisations Limited is still ongoing and no assurances have been made by the joint administrators with regard to potential distributions.

11.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr Saud M. M. Al Aiban.