REGISTERED NUMBER: 04903620 (England and Wales)

SEA PEBBLES (UK) LIMITED

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

S Andreou

C Andreou

SECRETARY:

C Andreou

REGISTERED OFFICE:

2nd Floor, One Hobbs House,

Harrovian Business Village

Bessborough Road

Harrow

Middlesex

HA1 3EX

REGISTERED NUMBER:

04903620 (England and Wales)

ACCOUNTANTS:

KHI Albury Limited

2nd Floor, One Hobbs House,

Harrovian Business Village

Bessborough Road

Harrow

Middlesex

HA1 3EX

FIXED ASSETS

Investments

4

1,225,000

-

Investment property

5

10,906,771

10,906,771

12,131,771

10,906,771

CURRENT ASSETS

Debtors

6

293,463

290,331

Cash at bank and in hand

73,497

112,351

366,960

402,682

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

7

1,185,846

1,219,779

NET CURRENT LIABILITIES

(818,886

)

(817,097

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,312,885

10,089,674

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

8

(6,305,000

)

(6,309,410

)

PROVISIONS FOR LIABILITIES

11

(526,820

)

(526,820

)

NET ASSETS

4,481,065

3,253,444

CAPITAL AND RESERVES

Called up share capital

12

112

100

Merger Relief Reserve

13

1,224,988

-

Revaluation reserve

13

2,245,918

2,245,918

Retained earnings

13

1,010,047

1,007,426

SHAREHOLDERS' FUNDS

4,481,065

3,253,444

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2026 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 and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 16 October 2026 and were signed on its behalf by:

S Andreou - Director

1.	STATUTORY INFORMATION

Sea Pebbles (UK) 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standarrd 102, "The Financial Reporting Standard applicable in the UK and Republic of Ireland", applying the presentation and disclosure provisions of Section 1A "Small Entities", and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value.

Preparation of consolidated financial statements

The financial statements contain information about Sea Pebbles (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised when the properties are occupied.

Investments in subsidiaries

Investments in subsidiary undertakings are initially recognised at cost and subsequently measured at cost less accumulated impairment losses. For the acquisition of Macasa Property & Management Limited, cost has been measured by reference to the fair value of the shares issued as consideration. At each reporting date, the company assesses whether there is any indication that an investment may be impaired. Where such an indication exists, the carrying amount is compared with its recoverable amount and any impairment loss is recognised in profit or loss.

Investment properties

Investment properties are properties held to earn rental income, for capital appreciation, or both. They are initially recognised at cost and subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Investment properties measured at fair value are not depreciated.

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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2025 - 2 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

Additions

1,225,000

At 31 March 2026

1,225,000

NET BOOK VALUE

At 31 March 2026

1,225,000

On 1 October 2025, the company acquired the entire issued share capital of Macasa Property & Management Limited (Company Registration No. 11270162), a company incorporated in England and Wales, comprising 400 ordinary shares divided equally between Ordinary A, B, C and D share classes, representing 100% of its issued equity share capital and voting rights.

The acquisition was effected through a share-for-share exchange, whereby the company issued 12 ordinary shares of £1 each, with an aggregate fair value of £1,225,000, as consideration for the acquisition. As a result, Macasa Property & Management Limited became a wholly owned subsidiary undertaking of the company with effect from 1 October 2025.

The registered office of Macasa Property & Management Limited is at 2nd Floor, One Hobbs House, Harrovian Business Village, Bessborough Road, Harrow, England, HA1 3EX. Its principal activity is the buying, selling, letting and operating of owned or leased real estate.

At 31 March 2026, the company continued to hold 100% of the issued equity share capital and voting rights in Macasa Property & Management Limited. The investment was stated at a carrying amount of £1,225,000.

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2025

and 31 March 2026

10,906,771

NET BOOK VALUE

At 31 March 2026

10,906,771

At 31 March 2025

10,906,771

At 31 March 2026, the company's investment properties were carried at a fair value of £10,906,771 (2025: £10,906,771).

The investment properties were independently valued by Eddisons, Real Estate & Business Valuers, on 11 July 2023 as part of the company's refinancing arrangements. The valuations were prepared using recognised valuation methodologies, including the comparable market approach and investment approach, having regard to recent sales of similar properties, prevailing rental values, rental yields, property locations, condition and existing tenancy arrangements.

The directors have considered these valuations in assessing the fair value of the investment properties at 31 March 2026. The directors' assessment takes into account the valuation methodologies and assumptions applied by Eddisons, together with their assessment of the properties and relevant market conditions.

The directors consider that the carrying value of £10,906,771 remains an appropriate estimate of the fair value of the investment properties at 31 March 2026. Accordingly, no fair value adjustment has been recognised during the financial year.Had the property been measured under the cost model, its carrying amount at 31 March 2026 would have been £8,134,032.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Amounts owed by group undertakings

276,354

289,831

Other debtors

17,109

500

293,463

290,331

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Bank loans and overdrafts (see note 9)

16,083

13,200

Trade creditors

30,707

-

Amounts owed to group undertakings

442,570

382,475

Taxation and social security

49,460

47,515

Other creditors

647,026

776,589

1,185,846

1,219,779

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

£

£

Bank loans (see note 9)

6,305,000

6,309,410

9.

LOANS

An analysis of the maturity of loans is given below:

2026

2025

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

11,673

2,803

Bank loans

4,410

10,397

16,083

13,200

2026

2025

£

£

Amounts falling due between one and two years:

Bank loans - 1-2 years

-

4,410

Amounts falling due between two and five years:

Bank loans - 2-5 years

6,305,000

6,305,000

10.	SECURED DEBTS

The following secured debts are included within creditors:

2026

2025

£

£

Bank loan

6,305,000

6,305,000

Bank loan is secured by a way of negative pledge, fixed and floating charges over the investment properties to which the loan relates.

11.	PROVISIONS FOR LIABILITIES

2026

2025

£

£

Deferred Tax Movement

526,820

526,820

Deferred

tax

£

Balance at 1 April 2025

526,820

Balance at 31 March 2026

526,820

The provision for deferred tax principally relates to temporary differences arising from the revaluation of the company's investment properties to fair value. The deferred tax liability has been calculated at a rate of 19% on the revaluation surplus of £2,772,738.

The deferred tax liability amounted to £526,820 at both 1 April 2025 and 31 March 2026. There was no movement in the provision during the financial year.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

112

Ordinary Shares

£1

112

100

During the year, the company issued 12 ordinary shares of £1 each, credited as fully paid, as consideration for the acquisition of shares in Macasa Property & Management Limited. The aggregate fair value of the consideration was £1,225,000. Following the allotment, the company’s issued share capital comprised 112 ordinary shares of £1 each.

13.

RESERVES

Merger

Retained

Relief

Revaluation

earnings

Reserve

reserve

Totals

£

£

£

£

At 1 April 2025

1,007,426

-

2,245,918

3,253,344

Profit for the year

2,621

2,621

Reserve arising on

share-for-share acquisition

-

1,224,988

-

1,224,988

At 31 March 2026

1,010,047

1,224,988

2,245,918

4,480,953

The merger relief reserve arose on the issue of shares as consideration for the acquisition of Macasa Property & Management Limited. The transaction qualified for merger relief under section 612 of the Companies Act 2006. Accordingly, the excess of £1,224,988 over the £12 nominal value of the shares issued has been credited to the merger relief reserve rather than to a share premium account.

The investment property fair value reserve represents accumulated unrealised fair value gains on investment properties, net of related deferred tax, transferred from retained earnings. Fair value movements are recognised in profit or loss before any transfer between reserves.

14.	FINANCIAL COMMITMENTS

The company has entered into borrowing arrangements with Cynergy Bank plc, supported by guarantees and security provided by related parties.

The banking arrangements include guarantees provided by Savvas Andreou, a director of the company, and Mosfilo Trading Limited, together with legal charges over properties held by Mosfilo Trading Limited.

The company's banking facilities are subject to financial covenants relating to loan-to-value ratios, interest cover and debt service cover.

The directors have confirmed compliance with the financial covenants in the compliance certificate dated 18 December 2025.

15.	RELATED PARTY DISCLOSURES

On 1 October 2025, the company acquired the entire issued share capital of Macasa Property & Management Limited from Christopher Andreou and Savvas Andreou, who were the existing shareholders of Macasa Property & Management Limited. Savvas Andreou was also an existing shareholder of the company.

The acquisition was effected through a share-for-share exchange, whereby the company issued 12 ordinary shares of £1 each to Christopher Andreou, with an aggregate fair value of £1,225,000. As a result of the transaction, Christopher Andreou became a shareholder of the company.

At 31 March 2026, amounts receivable from related parties comprised £275,924 (2025: £289,401) due from Macasa Property & Management Limited and £430 (2025: £430) due from AMG Fish Bar Limited.

Amounts payable to related parties comprised £442,570 (2025: £382,475) due to Mosfilo Trading Limited and £592,701 (2025: £742,965) due to Savvas Andreou, a director of the company.

These balances arose from intercompany transactions and financial arrangements with related parties, including advances made by the director.

All balances are unsecured, interest-free and are repayable on demand.

16.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is S Andreou.