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REGISTERED NUMBER: 02802325 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

MIRZA (UK) LIMITED

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

CONTENTS OF THE FINANCIAL STATEMENTS

For The Year Ended 31 March 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| MIRZA (UK) LIMITED |

COMPANY INFORMATION

For The Year Ended 31 March 2025

| DIRECTORS: | Mr A Habib

| Mr T Mirza

| Mr P J Mugglestone

| SECRETARY: | Mr A Habib

| REGISTERED OFFICE: | Mirza House

| Sherbourne Drive Tilbrook

| Milton Keynes

| Buckinghamshire

| MK7 8HY

| REGISTERED NUMBER: | 02802325 (England and Wales)

| AUDITORS: | TC Group

| 1 Rushmills

| Bedford Road

| Northampton

| Northamptonshire

| NN4 7YB

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

BALANCE SHEET

31 March 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 7,060,038 |  | 5,975,000 |  |

Investments | 5 | 508,118 |  | 508,118 |  |

Investment property | 6 | 1,500,000 |  | 1,500,000 |  |

9,068,156 |  | 7,983,118 |  |

CURRENT ASSETS

Stocks | 7 | 2,140,749 |  | 1,625,184 |  |

Debtors | 8 | 1,441,573 |  | 1,612,336 |  |

Cash in hand | 1,282,851 |  | 1,459,756 |  |

4,865,173 |  | 4,697,276 |  |

CREDITORS

Amounts falling due within one year | 9 | 3,842,954 |  | 3,767,539 |  |

NET CURRENT ASSETS | 1,022,219 |  | 929,737 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 10,090,375 |  | 8,912,855 |  |

PROVISIONS FOR LIABILITIES | 13 | 794,371 |  | 501,881 |  |

NET ASSETS | 9,296,004 |  | 8,410,974 |  |

CAPITAL AND RESERVES

Called up share capital | 14 | 110,000 |  | 110,000 |  |

Revaluation reserve | 4,207,001 |  | 3,382,001 |  |

Capital redemption reserve | 90,000 |  | 90,000 |  |

Retained earnings | 4,889,003 |  | 4,828,973 |  |

SHAREHOLDERS' FUNDS | 9,296,004 |  | 8,410,974 |  |

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 9 May 2025 and were signed on its behalf by:

Mr A Habib - Director

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS

For The Year Ended 31 March 2025

1. | STATUTORY INFORMATION

| Mirza (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 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 as modified by the revaluation of certain assets.

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported. These estimates and judgements are continually reviewed and are based on experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

| Stock provisioning

| The company is a shoe wholesaler, and it subject to changing customer demands and economic change. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. Management consider the nature and condition of stock, as well as apply assumptions around expected future demand for the stock, when calculating the level stock provisioning.

| Property valuations

| The Company determines whether a property qualifies as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Company considers whether a property generates cash flows largely independently of the other assets held by the Company.

| The fair values of freehold and investment properties are determined by using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, professional valuations or similar valuation techniques are also used to determine the fair values of the properties.

| In the absence of current prices in an active market for similar properties, the Company considers information from a variety of sources, including:

| - current prices in an active market for properties of a different nature, condition or location, adjusted to reflect those differences;

| - recent prices of similar properties on less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices; and

| - discounted cash flow projections based on reliable estimates of future cash flows, supported by the terms of any existing lease and other contracts and (when possible) by external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.

| Impairment of investments in associates

| Determining whether the company's investments in associates have been impaired requires estimations of the investments' values in use. The value in use calculations require the entity to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values.

| Turnover

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

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Freehold Property |  | - On valuation |  |

| Plant and machinery |  | - 25% on reducing balance |  |

| Fixtures and fittings |  | - 25% on reducing balance |  |

| Motor Vehicles |  | - 25% on reducing balance |  |

| Investments in associates

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

| Investment property

| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

| Stocks

| Stock is valued at the lower of cost and estimated selling price less costs to complete and sell after making due allowance for obsolete and slow moving stock.

| Financial instruments

| Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

| 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 derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

| Basic financial liabilities, including trade and other payables, and loans from fellow group and associated companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

| Financial assets and liabilities are offset and 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.

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Going concern

| As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to still be appropriate. The directors acknowledge that given the rapidly changing business and social environment, there are likely to be significant unknown factors which may present themselves. Such factors are considered by the directors to represent a general inherent level of risk in relation to the going concern assumption albeit not quantifiable at this time.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 6 (2024 - 7 ) .

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 March 2025

4. | TANGIBLE FIXED ASSETS

| Fixtures |

| Freehold |  | Plant and |  | and |  | Motor |

| property |  | machinery |  | fittings |  | vehicles |  | Totals

£ | £ | £ | £ | £ |

| COST OR VALUATION

| At 1 April 2024 | 5,900,000 |  | 289,026 |  | 331,029 |  | 54,000 |  | 6,574,055 |  |

| Additions | - |  | - |  | 4,691 |  | - |  | 4,691 |  |

| Revaluations | 1,100,000 |  | - |  | - |  | - |  | 1,100,000 |  |

| At 31 March 2025 | 7,000,000 |  | 289,026 |  | 335,720 |  | 54,000 |  | 7,678,746 |  |

| DEPRECIATION

| At 1 April 2024 | - |  | 257,517 |  | 322,132 |  | 19,406 |  | 599,055 |  |

| Charge for year | - |  | 7,877 |  | 3,127 |  | 8,649 |  | 19,653 |  |

| At 31 March 2025 | - |  | 265,394 |  | 325,259 |  | 28,055 |  | 618,708 |  |

| NET BOOK VALUE

| At 31 March 2025 | 7,000,000 |  | 23,632 |  | 10,461 |  | 25,945 |  | 7,060,038 |  |

| At 31 March 2024 | 5,900,000 |  | 31,509 |  | 8,897 |  | 34,594 |  | 5,975,000 |  |

| Freehold property was valued in November 2021 by Brown & Lee Chartered Surveyors. The fair value of £5,900,000 was determined using an open market existing use basis. A desktop valuation was undertaken during the year and following the valuation, the carrying amount of the property has been uplifted to reflect its revised fair value in line with market conditions at 31 March 2025.

| If the properties had not been included at valuation they would have been included under historical cost convention as follows

|  | 2025 |  | 2024 |  |

| £ |  | £ |  |

| Freehold property |  | 3,424,976 |  | 3,424,976 |  |

| Investment property |  | 685,338 |  | 685,338 |  |

|  | 4,110,314 |  | 4,110,314 |  |

5. | FIXED ASSET INVESTMENTS

| Interest

| in

| associate

£ |

| COST

| At 1 April 2024

| and 31 March 2025 | 2,193,362 |  |

| PROVISIONS

| At 1 April 2024

| and 31 March 2025 | 1,685,244 |  |

| NET BOOK VALUE

| At 31 March 2025 | 508,118 |  |

| At 31 March 2024 | 508,118 |  |

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 March 2025

5. | FIXED ASSET INVESTMENTS - continued

| At 31 March 2025 the company owned 25.06% of the shares in Genesis Riverview Resorts PVT Limited, a company incorporated in India.

6. | INVESTMENT PROPERTY

| Total

£ |

| FAIR VALUE

| At 1 April 2024

| and 31 March 2025 | 1,500,000 |  |

| NET BOOK VALUE

| At 31 March 2025 | 1,500,000 |  |

| At 31 March 2024 | 1,500,000 |  |

| Investment property was valued in December 2021 by Opes Real Estate. The fair value of £1,500,000 was assessed by the directors during the current financial year.

7. | STOCKS

2025 | 2024 |

£ | £ |

| Finished goods | 2,140,749 |  | 1,625,184 |  |

8. | DEBTORS

2025 | 2024 |

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 1,048,116 |  | 693,770 |  |

| VAT | 187,930 |  | - |  |

| Prepayments and accrued income | 205,527 |  | 204,934 |  |

| Accrued Income | - |  | 18,938 |  |

1,441,573 |  | 917,642 |  |

| Amounts falling due after more than one year:

| Amounts owed by participating interests | - |  | 694,694 |  |

| Aggregate amounts | 1,441,573 |  | 1,612,336 |  |

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 March 2025

9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Bank loans and overdrafts (see note 10) | 494,029 |  | 1,486,902 |  |

| Trade creditors | 287,994 |  | 345,101 |  |

| Amounts owed to group undertakings | 2,925,283 |  | 1,755,981 |  |

| Corporation tax | 29,270 |  | 13,451 |  |

| Social security and other taxes | 9,035 |  | 16,677 |  |

| VAT | - |  | 60,081 |  |

| Other creditors | 17,471 |  | 10,820 |  |

| Accruals and deferred income | 79,872 |  | 78,526 |  |

3,842,954 |  | 3,767,539 |  |

10. | LOANS

| An analysis of the maturity of loans is given below:

2025 | 2024 |

£ | £ |

| Amounts falling due within one year or on demand:

| Bank loans | 494,029 |  | 1,486,902 |  |

11. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

2025 | 2024 |

£ | £ |

| Within one year | 12,338 |  | 15,594 |  |

| Between one and five years | - |  | 14,106 |  |

12,338 |  | 29,700 |  |

12. | SECURED DEBTS

| The following secured debts are included within creditors:

2025 | 2024 |

£ | £ |

| Bank loans | 494,029 |  | 1,486,902 |  |

| The bank loans are secured by a first charge over the company's freehold property. There are fixed and floating charges over all assets and property in favour of HSBC Plc.

13. | PROVISIONS FOR LIABILITIES

2025 | 2024 |

£ | £ |

| Deferred tax | 794,371 |  | 501,881 |  |

| MIRZA (UK) LIMITED (REGISTERED NUMBER: 02802325) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 March 2025

13. | PROVISIONS FOR LIABILITIES - continued

| Deferred |

| tax |

£ |

| Balance at 1 April 2024 | 501,881 |  |

| Charge to Income Statement during year | 17,490 |  |

| Charge on revaluation gain | 275,000 |  |

| Balance at 31 March 2025 | 794,371 |  |

14. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 1,100 | Ordinary | £100 | 110,000 |  | 110,000 |  |

15. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Emma Jones FCCA (Senior Statutory Auditor)

| for and on behalf of TC Group

16. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| In previous years, Mirza (UK) Limited made loans to other related parties. The balance outstanding on these loans as at 31 March 2025 was £nil (2024: £694,694).

17. | ULTIMATE CONTROLLING PARTY

| The ultimate parent undertaking is Mirza International Limited, a company registered in Kanpur, India, The results of this company are included in the financial statements of Mirza International Limited, copies are available from its registered office: A-71Sector-136 Noida, India.

| The immediate parent company is RTS Fashion Limited, a company registered in Dubai.