REGISTERED NUMBER: 02802325 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

MIRZA (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

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

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

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.

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.

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 ) .

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

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

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

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.