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Registered number: 09376746









MUZZ LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

 
MUZZ LTD
 
 
COMPANY INFORMATION


Director
S Younas 




Company secretary
A Springham



Registered number
09376746



Registered office
249 Cranbrook Road

Ilford

England

IG1 4TG




Independent auditors
FLB Audit LLP
Chartered Accountants & Statutory Auditors

1010 Eskdale Road

Winnersh Triangle

Wokingham

RG41 5TS





 
MUZZ LTD
 

CONTENTS



Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11 - 12
Statement of cash flows
13
Analysis of net debt
14
Notes to the financial statements
15 - 31


 
MUZZ LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025

Introduction
 
The principal activity of Muzz Ltd is to serve the global Muslim population with regards to online and offline social networking and matrimonial services - primarily via our Muzz app and website.

Business review
 
The main objective of Muzz Ltd is to grow the business in a profitable manner and to globally scale our platform to continue to meet current and future customer demands.
The principal source of revenue constitutes digital in app purchases (both consumables and subscriptions).  Our app is published in both the Apple and Google app stores.  We do not expect this to change.  
The company continue to grow our engineering and marketing and support teams as our platform and volume of active users grows.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the company are noted below. 
Foreign exchange exposure - The business makes sales globally at local prices, which is then mostly FX’d to GBP for payment to Muzz Ltd.  
App store listing permission - our app is published to the Apple and Google app stores as long as we meet their platform requirements. Our listing status is entirely at their control. We expect to continue to meet their publishing requirements and work with both stores directly.
App store fees - all sales made on both Apple and Google app stores are subject to their fees. This rate is entirely determined by the app stores.
Market and Price risk - the business is exposed to varying digital subscription prices of competitor and similar products globally. It is in our interest to ensure our pricing remains competitive.
Data integrity/theft risk - as any digital platform with an entirely digital product and data footprint, our business is exposed to the risk of hacking, DOS attacks and/or data theft.
Alternative billing - the company utilises various alternative payment platforms, and our ability to take payments via these means is only possible whilst we are granted permission by said platforms.
Technical outages - the company uses near real time monitoring of its digital operations and sales to ensure near 100% uptime of our online services. As we deploy code or app changes, the risk of a change leading to downtime of our services for some duration is possible.

Financial key performance indicators
 
The directors of the business consider several measures as the Key Performance Indicators of the Company, and these are used to measure the company’s progress from year to year.
These measures consist of Turnover, Gross Profit, Profit before Tax.

Page 1

 
MUZZ LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025

Other key performance indicators
 
The company also internally measures and tracks more granular metrics around subscription and user churn/retention as well as Sign Ups, Approved Profiles, Average Revenue Per User (ARPU) and MAU (Monthly Active Users) and distinct paying member totals.


This report was approved by the board on 13 May 2025 and signed on its behalf.



S Younas
Director

Page 2

 
MUZZ LTD
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JANUARY 2025

The director presents his report and the financial statements for the year ended 31 January 2025.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Results and dividends

The loss for the year, after taxation, amounted to £792,734 (2024 - profit £826,046).

Dividends of £nil (2024: £nil) were paid in the year. 

Director

The director who served during the year was:

S Younas 

Future developments

The company is reliant upon users continuing to sign up to the platform and choosing to upgrade their service to a paid tier.
The board of directors remain confident about the future. The business has a strong digital product and engineering and marketing team, which in turn provide a best in class platform to quickly adapt to market requirements and so there is a reasonable optimism about the return to, and growth beyond, historic levels of trade and performance over the coming years.

Page 3

 
MUZZ LTD
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and

he 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 auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsFLB Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 13 May 2025 and signed on its behalf.
 





S Younas
Director

Page 4

 
MUZZ LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MUZZ LTD
 

Opinion


We have audited the financial statements of Muzz Ltd (the 'Company') for the year ended 31 January 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 January 2025 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 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Page 5

 
MUZZ LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MUZZ LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is responsible for the other information contained within the Annual ReportOur 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 Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Director's report have 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 Strategic report or the Director's 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 director's 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 Director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
MUZZ LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MUZZ LTD (CONTINUED)


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 an Auditors' 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:
enquiring of management concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual results that may indicate risks of material misstatement due to fraud;
reading minutes of meetings, enquiring from management and reviewing legal expenses for any indication of breaches of law & regulations;
assessing any management override of controls by testing journal entries and other adjustments and reviewing accounting estimates for indications of potential bias;
evaluating any transactions that are unusual or outside the normal course of business; and
maintaining alert to any fraud risks throughout the audit.
 


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


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 2006Our 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 Auditors' 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.


Page 7

 
MUZZ LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MUZZ LTD (CONTINUED)





Daniel Reid FCA (Senior statutory auditor)
  
for and on behalf of
FLB Audit LLP
 
Chartered Accountants & Statutory Auditors
  
1010 Eskdale Road
Winnersh Triangle
Wokingham
RG41 5TS

13 May 2025
Page 8

 
MUZZ LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025

2025
2024
Note
£
£

  

Turnover
 4 
22,085,835
17,802,373

Gross profit
  
22,085,835
17,802,373

Distribution costs
  
(12,275,929)
(8,898,402)

Administrative expenses
  
(10,602,920)
(7,630,924)

Exceptional administrative expenses
 11 
-
(450,000)

Operating (loss)/profit
 5 
(793,014)
823,047

Interest receivable and similar income
 9 
280
-

(Loss)/profit before tax
  
(792,734)
823,047

Tax on (loss)/profit
 10 
-
2,999

(Loss)/profit for the financial year
  
(792,734)
826,046

Other comprehensive (loss)/income for the year
  

Total comprehensive (loss)/income for the year
  
(792,734)
826,046

The notes on pages 15 to 31 form part of these financial statements.

Page 9

 
MUZZ LTD
REGISTERED NUMBER: 09376746

BALANCE SHEET
AS AT 31 JANUARY 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 12 
14,466
16,530

Tangible assets
 13 
99,139
153,562

  
113,605
170,092

Current assets
  

Debtors
 14 
1,946,504
2,250,409

Cash at bank and in hand
 15 
4,033,662
3,859,633

  
5,980,166
6,110,042

Creditors: amounts falling due within one year
 16 
(7,858,921)
(7,719,189)

Net current liabilities
  
 
 
(1,878,755)
 
 
(1,609,147)

Total assets less current liabilities
  
(1,765,150)
(1,439,055)

  

Net liabilities
  
(1,765,150)
(1,439,055)


Capital and reserves
  

Called up share capital 
 18 
1,000
1,000

Other reserves
 19 
1,939,698
1,473,059

Profit and loss account
 19 
(3,705,848)
(2,913,114)

  
(1,765,150)
(1,439,055)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 13 May 2025.




S Younas
Director

The notes on pages 15 to 31 form part of these financial statements.

Page 10

 
MUZZ LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£

At 1 February 2024
1,000
1,473,059
(2,913,114)
(1,439,055)


Comprehensive income for the year

Loss for the year
-
-
(792,734)
(792,734)
Total comprehensive income for the year
-
-
(792,734)
(792,734)


Contributions by and distributions to owners

Share based payment charge
-
466,639
-
466,639


Total transactions with owners
-
466,639
-
466,639


At 31 January 2025
1,000
1,939,698
(3,705,848)
(1,765,150)


The notes on pages 15 to 31 form part of these financial statements.

Page 11

 
MUZZ LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£

At 1 February 2023
1,000
921,038
(3,739,160)
(2,817,122)


Comprehensive income for the year

Profit for the year
-
-
826,046
826,046
Total comprehensive income for the year
-
-
826,046
826,046


Contributions by and distributions to owners

Share based payment charge
-
552,021
-
552,021


Total transactions with owners
-
552,021
-
552,021


At 31 January 2024
1,000
1,473,059
(2,913,114)
(1,439,055)


The notes on pages 15 to 31 form part of these financial statements.

Page 12

 
MUZZ LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025

2025
2024
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(792,734)
826,046

Adjustments for:

Amortisation of intangible assets
2,064
2,064

Depreciation of tangible assets
35,666
54,209

Impairments of fixed assets
-
7,338

Loss on disposal of tangible assets
47,320
-

Interest received
(280)
-

Taxation charge
-
(2,999)

Decrease/(increase) in debtors
388,690
(206,751)

Increase in creditors
267,665
80,134

(Decrease) in amounts owed to groups
(344,805)
(66,780)

Corporation tax (paid)/received
(39,340)
-

Equity share based payments
466,639
552,021

Foreign exchange
171,427
(214,085)

Net cash generated from operating activities

202,312
1,031,197


Cash flows from investing activities

Purchase of tangible fixed assets
(30,970)
(59,809)

Sale of tangible fixed assets
2,407
-

Interest received
280
-

Net cash from investing activities

(28,283)
(59,809)


Net increase in cash and cash equivalents
174,029
971,388

Cash and cash equivalents at beginning of year
3,859,633
2,888,245

Cash and cash equivalents at the end of year
4,033,662
3,859,633


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,033,662
3,859,633

4,033,662
3,859,633


The notes on pages 15 to 31 form part of these financial statements.

Page 13

 
MUZZ LTD
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2025




At 1 February 2024
Cash flows
At 31 January 2025
£

£

£

Cash at bank and in hand

3,859,633

174,029

4,033,662

Debt due within 1 year

-

-

-


3,859,633
174,029
4,033,662

The notes on pages 15 to 31 form part of these financial statements.

Page 14

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

1.


General information

Muzz Ltd is a private company limited by shares. The company was incorporated in the United Kingdom and is registered in England & Wales. The registration number is 09376746. The registered office is 249 Cranbrook Road, Ilford, England, IG1 4TG. 

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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 note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

At the year end, the company had net liabilities of £1,765,150 (2024: £1,439,055). The company made a loss after tax of £792,734 in the year (2024 profit after tax: £826,046). The company will continue to be supported by its parent company. As a result, the directors consider it appropriate to prepare the accounts on the going concern basis.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 15

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.4

Revenue

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:

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.

 
2.5

Interest income

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

 
2.6

Pensions

Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.8

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.

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

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.


 
2.9

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.

Page 17

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Trademarks
-
10
years
Computer software
-
10
years

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Short-term leasehold property
-
50%
straight-line
Fixtures and fittings
-
25%
reducing balance
Computer equipment
-
20%
straight-line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 18

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.15

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.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly
Page 19

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)


2.16
Financial instruments (continued)

traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement
Page 20

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)


2.16
Financial instruments (continued)

would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for income and expenditure during the period. The following are the areas where judgement has been exercised and/or there is considered to be a source of estimation uncertainty that may be regarded as giving rise to the risk of material adjustment to the carrying amounts of assets and liabilities within the next financial period.
Share based payments
To the extent that share based payments are made to employees/contractors of the company, an assessment is required of the fair value of such options at grant date. Such an assessment requires judgement and is underpinned by an estimate of the parent (and wider group's) value and the rights attributable to these equity instruments issued by the parent. 
Deferred tax asset
In recognising a deferred tax asset an element of inherent uncertainty exists, as this depends on forecasting sufficient future taxable profit levels within this entity that allow the asset to be utilised. Based on the current forecasted taxable income, there is uncertainty over the recoverability of the asset and as such no deferred tax asset has been recognised.

Page 21

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

App revenue
22,085,835
17,802,373

22,085,835
17,802,373


2025
2024
£
£

United Kingdom
5,209,946
5,257,083

Rest of Europe
7,794,251
5,786,905

Rest of the world
9,081,638
6,758,385

22,085,835
17,802,373



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2025
2024
£
£

Depreciation of tangible assets
35,666
54,209

Exchange differences
171,427
(214,085)

Other operating lease rentals
129,727
116,350

Share-based payment
466,639
552,021

Amortisation of intangible assets
2,064
2,064


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
10,000
10,000

Page 22

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

7.


Employees

Staff costs, including director's remuneration, were as follows:


2025
2024
£
£

Wages and salaries
4,535,154
3,394,755

Social security costs
532,039
394,824

Share based payments
406,563
497,773

Cost of defined contribution scheme
55,680
36,236

5,529,436
4,323,588


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


        2025
        2024
            No.
            No.







Employees
76
59


8.


Director's remuneration

2025
2024
£
£

Director's emoluments
275,000
200,000

Company contributions to defined contribution pension schemes
660
-

275,660
200,000


During the year retirement benefits were accruing to 1 director (2024 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £275,000 (2024 - £200,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £660 (2024 - £NIL).

The total accrued pension provision of the highest paid director at 31 January 2025 amounted to £110 (2024 - £NIL).

Page 23

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

9.


Interest receivable

2025
2024
£
£


Other interest receivable
280
-

280
-


10.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
-
(2,999)


-
(2,999)


Total current tax
-
(2,999)

Deferred tax

Total deferred tax
-
-


Tax on (loss)/profit
-
(2,999)
Page 24

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(792,734)
823,047


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(198,184)
205,762

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
203,428
259,194

Capital allowances for year in excess of depreciation
1,690
(1,484)

Utilisation of tax losses
-
(348,913)

Adjustments to tax charge in respect of prior periods
-
(2,999)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(104,490)
(114,559)

Unrelieved tax losses carried forward
97,556
-

Total tax charge for the year
-
(2,999)

At 2025 year end there is £390,223 (2024 restated: £nil) of taxable losses which have not been recognised as a deferred tax asset at year end, as there is uncertainty over the future taxable profits of the company and whether the asset would be recoverable.
 




11.


Exceptional items

2025
2024
£
£


Settlement of legal dispute
-
450,000

-
450,000

Page 25

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

12.


Intangible assets




Trademarks
Computer software
Total

£
£
£



Cost


At 1 February 2024
16,422
15,000
31,422



At 31 January 2025

16,422
15,000
31,422



Amortisation


At 1 February 2024
11,767
3,125
14,892


Charge for the year on owned assets
564
1,500
2,064



At 31 January 2025

12,331
4,625
16,956



Net book value



At 31 January 2025
4,091
10,375
14,466



At 31 January 2024
4,655
11,875
16,530



Page 26

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

13.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 February 2024
18,950
54,729
266,333
340,012


Additions
-
2,439
28,531
30,970


Disposals
-
(52,609)
(99,957)
(152,566)



At 31 January 2025

18,950
4,559
194,907
218,416



Depreciation


At 1 February 2024
14,952
43,141
128,357
186,450


Charge for the year on owned assets
3,998
1,240
30,428
35,666


Disposals
-
(41,651)
(61,188)
(102,839)



At 31 January 2025

18,950
2,730
97,597
119,277



Net book value



At 31 January 2025
-
1,829
97,310
99,139



At 31 January 2024
3,998
11,588
137,976
153,562




The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Short leasehold
-
3,998

-
3,998


Page 27

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

14.


Debtors


2025
2024
£
£

Due after more than one year

Other debtors
115,632
115,632

115,632
115,632

Due within one year

Other debtors
1,678,609
2,134,777

Prepayments and accrued income
119,095
-

Tax recoverable
33,168
-

1,946,504
2,250,409



15.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
4,033,662
3,859,633

4,033,662
3,859,633



16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
258,242
-

Amounts owed to group undertakings
6,255,242
6,428,620

Corporation tax
-
4,555

Other creditors
108,193
15,411

Accruals and deferred income
1,237,244
1,270,603

7,858,921
7,719,189


Page 28

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

17.


Financial instruments

2025
2024
£
£

Financial assets


Financial assets measured at amortised cost
5,767,119
5,977,509


Financial liabilities


Financial liabilities measured at amortised cost
(6,766,706)
(6,922,477)


Financial assets measured at amortised cost comprise of cash, other debtors and accrued income.


Financial liabilities measured at amortised cost comprise of amounts owed to group undertakings, trade creditors, accruals and other creditors.


18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



100,000 (2024 - 100,000) Ordinary shares of £0.01 each
1,000
1,000



19.


Reserves

Other reserves

Charges relating to share based payments are included within other reserves.

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 29

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

20.


Share-based payments

Muzz Ltd's parent company, Muzz Holdings Inc., has an approved equity-settled Enterprise Management Incentive Scheme ("EMI") in place for options in the US parent company. These are granted to both employees of the US and the UK entity who satisfy the qualifying conditions and the EMI working time requirements. The parent company also has an Unapproved Share Options Scheme which is also equity-settled and is granted to contractors of the UK entity. 
Both of these options vest over a 5 year period from the vesting start date. The Black-Scholes valuation method was used to determine the fair-value of the options granted during the year.
A total charge of £406,563 
(2024: £497,773) has been recognised within the profit and loss in relation to the share-based payment transactions with employees. A total charge of £60,076 (2024: £54,248) has been recognised within the profit and loss in relation to the share-based payment transactions with contractors. The contra side to this charge is an increase in other reserves as it is effectively a capital contribution from the parent company.

Weighted average exercise price (pence)
2025
Number
2025
Weighted average exercise price
(pence)
2024
Number
2024

Outstanding at the beginning of the year

122

277,331

119
 
274,185
 
Granted during the year

127

74,323

127
 
96,557
 
Forfeited during the year

125

(76,654)

116
 
(93,411)
 
Outstanding at the end of the year
122

275,000

122
 
277,331
 

2025
2024

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pence)


1887

1328
 
Exercise price (pence)


127

127
 
Weighted average contractual life (years)


4.43

4.43
 
Expected volatility (percentage)


70

70
 
Risk-free interest rate (percentage)


2.5

2.5
 

2025
2024
£
£


Equity-settled schemes
466,639
552,021

466,639
552,021

Page 30

 
MUZZ LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

21.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £55,680 (2024: £36,236). Contributions totalling £26,985 (2024: £13,478) were payable to the fund at the balance sheet date and are included in other creditors.


22.


Commitments under operating leases

At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
164,051
218,735

Later than 1 year and not later than 5 years
-
164,051

164,051
382,786


23.


Transactions with directors

At the year end included in other creditors is £1,933 (2024: £1,933) owed to a director.


24.


Related party transactions

The company has taken advantage of the exemption allowed by FRS 102 not to disclose transactions with other wholly owned members of the group.


25.


Controlling party

The company's immediate parent company is Muzz Holdings Inc. a company incorporated in the United States of America. No consolidated accounts are prepared by Muzz Holdings Inc. The registered address of Muzz Holdings Inc. is 249 Cranbrook Road, Ilford, England, IG1 4TG. 
The ultimate controlling party is Shahzad Younas.

 
Page 31