REGISTERED NUMBER: 06541632 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31st December 2012

for

Abraaj Advisers UK Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Cash Flow Statement

8

Notes to the Cash Flow Statement

9

Notes to the Financial Statements

10

DIRECTORS:

H McCann

S Vettivetpillai

SECRETARY:

Norose Company Secretarial Services Ltd

REGISTERED OFFICE:

3 More London Riverside

London

SE1 2AQ

REGISTERED NUMBER:

06541632 (England and Wales)

SENIOR STATUTORY AUDITOR:

Sanjiv Pahwa FCA

AUDITORS:

City, Chartered Accountants

Suite 540, 5th Floor,

Linen Hall

162- 168 Regent Street

London

W1B 5TF

The directors present their report with the financial statements of the company for the year ended

31st December 2012.

CHANGE OF NAME

The company passed a special resolution on 30th January 2012 changing its name from Abraaj Investor Coverage (UK) Limited to Abraaj Capital UK Limited . It passed a further special resolution on 19th December 2012 changing its name to Abraaj Advisers UK Limited.

PRINCIPAL ACTIVITY

The principal activity of the company was to provide timely services for the Abraaj Group of Companies

within the scope of its regulatory permissions.

REVIEW OF BUSINESS

The Directors are pleased with the performance of the Company for the year under review.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2012.

DIRECTORS

The directors set out in the table below have held office during the whole of the period from

1st January 2012 to the date of this report unless otherwise stated.

Other changes in directors holding office are as follows:

S Vettivetpillai - appointed 18/7/12

M Semary ceased to be a director after 31st December 2012 but prior to the date of this report.

The directors shown below were in office at 31st December 2012 but did not hold any interest in the

Ordinary shares of £1 each at 1st January 2012 (or date of appointment if later) or 31st December 2012.

H McCann

S Vettivetpillai

M Semary

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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.

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.

AUDITORS

The auditors, City, Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

ON BEHALF OF THE BOARD:

S Vettivetpillai - Director

25th April 2013

We have audited the financial statements of Abraaj Advisers UK Limited for the year ended

31st December 2012 on pages six to thirteen. The financial reporting framework that has been applied in

their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally

Accepted Accounting Practice).

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient

to give reasonable assurance that the financial statements are free from material misstatement, whether

caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to

the company's circumstances and have been consistently applied and adequately disclosed; the

reasonableness of significant accounting estimates made by the directors; and the overall presentation of the

financial statements. In addition, we read all the financial and non-financial information in the Report of the

Directors to identify material inconsistencies with the audited financial statements. If we become aware of

any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2012 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion 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.

Matters on which we are required to report by exception

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.

Sanjiv Pahwa FCA (Senior Statutory Auditor)

for and on behalf of City, Chartered Accountants

Suite 540, 5th Floor,

Linen Hall

162- 168 Regent Street

London

W1B 5TF

25th April 2013

TURNOVER

658,315

60,116

Administrative expenses

(612,386

)

(55,607

)

OPERATING PROFIT and

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

3

45,929

4,509

Tax on profit on ordinary activities

4

-

(913

)

PROFIT FOR THE FINANCIAL YEAR

45,929

3,596

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the profits for the current year or previous year.

FIXED ASSETS

Tangible assets

5

1,152,949

-

CURRENT ASSETS

Debtors

6

835,524

7,200

Prepayments and accrued income

172,768

-

Cash at bank

21,510

18,150

1,029,802

25,350

CREDITORS

Amounts falling due within one year

7

(2,083,226

)

(21,753

)

NET CURRENT (LIABILITIES)/ASSETS

(1,053,424

)

3,597

TOTAL ASSETS LESS CURRENT LIABILITIES

99,525

3,597

CAPITAL AND RESERVES

Called up share capital

8

50,000

1

Profit and loss account

9

49,525

3,596

SHAREHOLDERS' FUNDS

13

99,525

3,597

The financial statements were approved by the Board of Directors on 25th April 2013 and were signed on its behalf by:

S Vettivetpillai - Director

Net cash (outflow)/inflow

from operating activities

1

(480,147

)

17,682

Taxation

(913

)

-

Capital expenditure

2

(1,194,183

)

-

(1,675,243

)

17,682

Financing

2

1,678,603

467

Increase in cash in the period

3,360

18,149

Reconciliation of net cash flow

to movement in net funds

3

Increase in cash in the period

3,360

18,149

Change in net funds resulting

from cash flows

3,360

18,149

Movement in net funds in the period

3,360

18,149

Net funds at 1st January

18,150

1

Net funds at 31st December

21,510

18,150

1.	RECONCILIATION OF OPERATING PROFIT TO NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES

31.12.12

31.12.11

£

£

Operating profit

45,929

4,509

Depreciation charges

41,234

-

Increase in debtors

(1,001,092

)

(7,200

)

Increase in creditors

433,782

20,373

Net cash (outflow)/inflow from operating activities

(480,147

)

17,682

2.	ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT

31.12.12

31.12.11

£

£

Capital expenditure

Purchase of tangible fixed assets

(1,194,183

)

-

Net cash outflow for capital expenditure

(1,194,183

)

-

Financing

New loans in year

1,628,604

467

Share issue

49,999

-

Net cash inflow from financing

1,678,603

467

3.	ANALYSIS OF CHANGES IN NET FUNDS

At

At 1.1.12

Cash flow

31.12.12

£

£

£

Net cash:

Cash at bank

18,150

3,360

21,510

18,150

3,360

21,510

Total

18,150

3,360

21,510

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention and are in

accordance with applicable accounting standards.

Turnover

Turnover represents net invoiced sales of services, excluding value added tax.

Tangible fixed assets

Depreciation on items of property and equipment is charged to the profit or loss on a straight-line

basis over their estimated useful lives as follows:

Life (Years

)

Leasehold improvements

5 years

Furniture and fixtures

4 years

Office equipment

4 years

Computers

4 years

Motor vehicles

4 years

The depreciation methods, residual values and useful lives of items of property and equipment are

reviewed annually and altered if circumstances change. Any change is accounted for as a change in

accounting estimate by changing the depreciation charge for the current and future periods.

2.	STAFF COSTS

31.12.12

31.12.11

£

£

Wages and salaries

255,105

31,095

Social security costs

34,185

4,047

289,290

35,142

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

31.12.12

31.12.11

Administration

1

1

3.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.12

31.12.11

£

£

Depreciation - owned assets

41,234

-

Auditors' remuneration

9,000

4,500

Directors' remuneration

255,105

31,095

Information regarding the highest paid director for the year ended 31st December 2012 is as follows:

31.12.12

£

Emoluments etc

255,105

4.

TAXATION

Analysis of the tax charge

The tax charge on the profit on ordinary activities for the year was as follows:

31.12.12

31.12.11

£

£

Current tax:

UK corporation tax

-

913

Tax on profit on ordinary activities

-

913

5.	TANGIBLE FIXED ASSETS

Short

Plant and

leasehold

machinery

Totals

£

£

£

COST

Additions

1,022,802

171,381

1,194,183

At 31st December 2012

1,022,802

171,381

1,194,183

DEPRECIATION

Charge for year

34,093

7,141

41,234

At 31st December 2012

34,093

7,141

41,234

NET BOOK VALUE

At 31st December 2012

988,709

164,240

1,152,949

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.12

31.12.11

£

£

VAT

178,324

-

Rent deposit

657,200

7,200

835,524

7,200

On the 10th of August 2012 a charge was created in favour of HEVAF Grafton GP Limited over the

rent deposit.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.12

31.12.11

£

£

Trade creditors

60

-

Amounts owed to group undertakings

1,629,071

467

Tax

-

913

Social security and other taxes

13,453

5,151

Salary Control Account

-

6,563

Other creditors

383,222

-

Accrued expenses

57,420

8,659

2,083,226

21,753

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.12

31.12.11

value:

£

£

50,000

Ordinary

£1

50,000

1

49,999 Ordinary shares of £1 were issued during the year for cash of £ 49,999 .

9.

RESERVES

Profit

and loss

account

£

At 1st January 2012

3,596

Profit for the year

45,929

At 31st December 2012

49,525

10.	PARENT COMPANY

The immediate holding Company is Abraaj Investor Coverage (Cayman) Limited (incorporated in the

Cayman Islands).

11.	RELATED PARTY DISCLOSURES

12.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Abraaj Holdings a company incorporated in the Cayman Islands.

13.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

31.12.12

31.12.11

£

£

Profit for the financial year

45,929

3,596

New share capital subscribed

49,999

-

Net addition to shareholders' funds

95,928

3,596

Opening shareholders' funds

3,597

1

Closing shareholders' funds

99,525

3,597