Caseware UK (AP4) 2024.0.164 2024.0.164 2026-01-31 2026-01-31 false false 76 false 2025-02-01 No description of principal activity 82 false 09376746 2025-02-01 2026-01-31 09376746 2024-02-01 2025-01-31 09376746 2026-01-31 09376746 2025-01-31 09376746 2024-02-01 09376746 1 2025-02-01 2026-01-31 09376746 1 2024-02-01 2025-01-31 09376746 2 2025-02-01 2026-01-31 09376746 2 2024-02-01 2025-01-31 09376746 5 2025-02-01 2026-01-31 09376746 5 2024-02-01 2025-01-31 09376746 d:CompanySecretary1 2025-02-01 2026-01-31 09376746 d:Director1 2025-02-01 2026-01-31 09376746 d:RegisteredOffice 2025-02-01 2026-01-31 09376746 e:Buildings e:ShortLeaseholdAssets 2025-02-01 2026-01-31 09376746 e:Buildings e:ShortLeaseholdAssets 2026-01-31 09376746 e:Buildings e:ShortLeaseholdAssets 2025-01-31 09376746 e:FurnitureFittings 2025-02-01 2026-01-31 09376746 e:FurnitureFittings 2026-01-31 09376746 e:FurnitureFittings 2025-01-31 09376746 e:FurnitureFittings e:OwnedOrFreeholdAssets 2025-02-01 2026-01-31 09376746 e:ComputerEquipment 2025-02-01 2026-01-31 09376746 e:ComputerEquipment 2026-01-31 09376746 e:ComputerEquipment 2025-01-31 09376746 e:ComputerEquipment e:OwnedOrFreeholdAssets 2025-02-01 2026-01-31 09376746 e:OwnedOrFreeholdAssets 2025-02-01 2026-01-31 09376746 e:CopyrightsPatentsTrademarksServiceOperatingRights 2025-02-01 2026-01-31 09376746 e:CopyrightsPatentsTrademarksServiceOperatingRights 2026-01-31 09376746 e:CopyrightsPatentsTrademarksServiceOperatingRights 2025-01-31 09376746 e:ComputerSoftware 2026-01-31 09376746 e:ComputerSoftware 2025-01-31 09376746 e:OtherResidualIntangibleAssets 2025-02-01 2026-01-31 09376746 e:CurrentFinancialInstruments 2026-01-31 09376746 e:CurrentFinancialInstruments 2025-01-31 09376746 e:Non-currentFinancialInstruments 2026-01-31 09376746 e:Non-currentFinancialInstruments 2025-01-31 09376746 e:CurrentFinancialInstruments e:WithinOneYear 2026-01-31 09376746 e:CurrentFinancialInstruments e:WithinOneYear 2025-01-31 09376746 e:ReportableOperatingSegment1 2025-02-01 2026-01-31 09376746 e:ReportableOperatingSegment1 2024-02-01 2025-01-31 09376746 f:UnitedKingdom 2025-02-01 2026-01-31 09376746 f:UnitedKingdom 2024-02-01 2025-01-31 09376746 f:RestEuropeOutsideUK 2025-02-01 2026-01-31 09376746 f:RestEuropeOutsideUK 2024-02-01 2025-01-31 09376746 f:RestWorldOutsideUK 2025-02-01 2026-01-31 09376746 f:RestWorldOutsideUK 2024-02-01 2025-01-31 09376746 e:UKTax 2025-02-01 2026-01-31 09376746 e:UKTax 2024-02-01 2025-01-31 09376746 e:ForeignTax 2025-02-01 2026-01-31 09376746 e:ForeignTax 2024-02-01 2025-01-31 09376746 e:ShareCapital 2025-02-01 2026-01-31 09376746 e:ShareCapital 2026-01-31 09376746 e:ShareCapital 2024-02-01 2025-01-31 09376746 e:ShareCapital 2025-01-31 09376746 e:ShareCapital 2024-02-01 09376746 e:OtherMiscellaneousReserve 2025-02-01 2026-01-31 09376746 e:OtherMiscellaneousReserve 2026-01-31 09376746 e:OtherMiscellaneousReserve 2 2025-02-01 2026-01-31 09376746 e:OtherMiscellaneousReserve 2024-02-01 2025-01-31 09376746 e:OtherMiscellaneousReserve 2025-01-31 09376746 e:OtherMiscellaneousReserve 2024-02-01 09376746 e:OtherMiscellaneousReserve 2 2024-02-01 2025-01-31 09376746 e:RetainedEarningsAccumulatedLosses 2025-02-01 2026-01-31 09376746 e:RetainedEarningsAccumulatedLosses 2026-01-31 09376746 e:RetainedEarningsAccumulatedLosses 2 2025-02-01 2026-01-31 09376746 e:RetainedEarningsAccumulatedLosses 2024-02-01 2025-01-31 09376746 e:RetainedEarningsAccumulatedLosses 2025-01-31 09376746 e:RetainedEarningsAccumulatedLosses 2024-02-01 09376746 e:RetainedEarningsAccumulatedLosses 2 2024-02-01 2025-01-31 09376746 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2026-01-31 09376746 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2025-01-31 09376746 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2026-01-31 09376746 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2025-01-31 09376746 d:OrdinaryShareClass1 2025-02-01 2026-01-31 09376746 d:OrdinaryShareClass1 2026-01-31 09376746 d:OrdinaryShareClass1 2025-01-31 09376746 d:FRS102 2025-02-01 2026-01-31 09376746 d:Audited 2025-02-01 2026-01-31 09376746 d:FullAccounts 2025-02-01 2026-01-31 09376746 d:PrivateLimitedCompanyLtd 2025-02-01 2026-01-31 09376746 e:WithinOneYear 2026-01-31 09376746 e:WithinOneYear 2025-01-31 09376746 e:BetweenOneFiveYears 2026-01-31 09376746 e:BetweenOneFiveYears 2025-01-31 09376746 2 2025-02-01 2026-01-31 09376746 6 2025-02-01 2026-01-31 09376746 e:ShareCapital 2 2025-02-01 2026-01-31 09376746 e:ShareCapital 2 2024-02-01 2025-01-31 09376746 e:CopyrightsPatentsTrademarksServiceOperatingRights e:OwnedIntangibleAssets 2025-02-01 2026-01-31 09376746 e:ComputerSoftware e:OwnedIntangibleAssets 2025-02-01 2026-01-31 09376746 g:PoundSterling 2025-02-01 2026-01-31 09376746 f:NorthAmerica 2025-02-01 2026-01-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09376746 MUZZ LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
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 - 32
MUZZ LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2026
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 2026
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 26 June 2026 and signed on its behalf.
S Younas Director
Page 2
MUZZ LTD DIRECTOR'S REPORT FOR THE YEAR ENDED 31 JANUARY 2026 The director presents his report and the financial statements for the year ended 31 January 2026.
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 2006. He 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 £1,791,225 (2025 - loss £792,734). Dividends of £nil (2025: £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 2026
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 auditors, FLB Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 26 June 2026 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 2026, which comprise the Statement of comprehensive income, the Analysis of net debt, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The 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 2026 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 Report. Our 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 has 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, including performing detailed testing over revenue by tracing to external support; ∙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 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 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 26 June 2026 Page 8
MUZZ LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JANUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 24,518,394 | 22,085,835
Gross profit |  | 24,518,394 | 22,085,835
Distribution costs |  | (12,790,687) | (12,275,929)
Administrative expenses |  | (13,273,537) | (10,602,920)
Operating loss | 5 | (1,545,830) | (793,014)
Interest receivable and similar income | 9 | 103 | 280
Loss before tax |  | (1,545,727) | (792,734)
Tax on loss | 10 | (245,498) | -
Loss for the financial year |  | (1,791,225) | (792,734)
Total comprehensive income for the year |  | (1,791,225) | (792,734)
The notes on pages 15 to 32 form part of these financial statements.
Page 9
MUZZ LTD REGISTERED NUMBER: 09376746 BALANCE SHEET AS AT 31 JANUARY 2026
|  |  |  | As restated
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 12,402 |  | 14,466
Tangible assets | 12 |  | 87,832 |  | 99,139
Investments | 13 |  | 50 |  | 50
|  |  | 100,284 |  | 113,655
Current assets |  |  |  |  |
Debtors | 14 | 2,425,492 |  | 1,946,504 |
Cash at bank and in hand | 15 | 4,930,239 |  | 4,033,662 |
|  | 7,355,731 |  | 5,980,166 |
Creditors: amounts falling due within one year | 16 | (7,876,418) |  | (7,858,971) |
Net current liabilities |  |  | (520,687) |  | (1,878,805)
Total assets less current liabilities |  |  | (420,403) |  | (1,765,150)
Net liabilities |  |  | (420,403) |  | (1,765,150)
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 1,000 |  | 1,000
Other reserves | 19 |  | 5,075,670 |  | 1,939,698
Profit and loss account | 19 |  | (5,497,073) |  | (3,705,848)
|  |  | (420,403) |  | (1,765,150)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2026.
S Younas
Director
The notes on pages 15 to 32 form part of these financial statements. Page 10
MUZZ LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 February 2025 | 1,000 | 1,939,698 | (3,705,848) | (1,765,150)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (1,791,225) | (1,791,225)
Total comprehensive income for the year | - | - | (1,791,225) | (1,791,225)
Contributions by and distributions to owners |  |  |  |
Share based payment charge | - | 3,135,972 | - | 3,135,972
Total transactions with owners | - | 3,135,972 | - | 3,135,972
At 31 January 2026 | 1,000 | 5,075,670 | (5,497,073) | (420,403)
| The notes on pages 15 to 32 form part of these financial statements.
Page 11
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 32 form part of these financial statements.
Page 12
MUZZ LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JANUARY 2026
|  |  | 2026 | 2025
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (1,791,225) | (792,734)
Adjustments for: |  |
Amortisation of intangible assets | 2,064 | 2,064
Depreciation of tangible assets | 35,268 | 35,666
Loss on disposal of tangible assets | - | 47,320
Interest received | (103) | (280)
Taxation charge | 245,498 | -
(Increase)/decrease in debtors | (478,988) | 388,690
Increase in creditors | 371,993 | 267,665
(Decrease) in amounts owed to groups | (76,319) | (344,805)
Corporation tax received/(paid) | - | (39,340)
Equity share based payments | 3,135,972 | 466,639
Foreign exchange | (523,725) | 171,427
Net cash generated from operating activities | 920,435 | 202,312
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (23,961) | (30,970)
Sale of tangible fixed assets | - | 2,407
Interest received | 103 | 280
Net cash from investing activities | (23,858) | (28,283)
Net increase in cash and cash equivalents | 896,577 | 174,029
Cash and cash equivalents at beginning of year | 4,033,662 | 3,859,633
Cash and cash equivalents at the end of year | 4,930,239 | 4,033,662
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 4,930,239 | 4,033,662
| 4,930,239 | 4,033,662
The notes on pages 15 to 32 form part of these financial statements.
Page 13
MUZZ LTD ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 JANUARY 2026
| At 1 February 2025 | Cash flows | At 31 January 2026
| £ | £ | £
Cash at bank and in hand | 4,033,662 | 896,577 | 4,930,239
Debt due within 1 year | - | - | -
| 4,033,662 | 896,577 | 4,930,239
The notes on pages 15 to 32 form part of these financial statements.
Page 14
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
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 £420,403 (2025: £1,765,150). The company made a loss after tax of £1,791,225 in the year (2025: £792,734). 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 2026 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 2026 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. Page 17
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.9 | 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
| 2.10 | 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.
| 2.11 | 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 2026 2.Accounting policies (continued)
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 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 Page 19
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
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 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. Basic 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 Page 20
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
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 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. Page 21
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
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.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| App revenue | 24,518,394 | 22,085,835
|  | 24,518,394 | 22,085,835
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| United Kingdom | 5,022,831 | 5,209,946
| Rest of Europe | 8,363,283 | 7,794,251
| Rest of the world | 11,132,280 | 9,081,638
|  | 24,518,394 | 22,085,835
Page 22
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Depreciation of tangible assets | 35,268 | 35,666
| Exchange differences | (472,240) | 171,427
| Other operating lease rentals | 188,318 | 129,727
| Share-based payment | 3,135,972 | 466,639
| 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:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 12,500 | 10,000
7. | Employees
| Staff costs, including director's remuneration, were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 5,225,035 | 4,535,154
| Social security costs | 715,318 | 532,039
| Share based payments | 3,069,538 | 406,563
| Cost of defined contribution scheme | 67,552 | 55,680
|  | 9,077,443 | 5,529,436
| The average monthly number of employees, including the director, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Employees | 82 | 76
Page 23
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
8. | Director's remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Director's emoluments | 300,000 | 275,000
| Company contributions to defined contribution pension schemes | 1,321 | 660
|  | 301,321 | 275,660
| During the year retirement benefits were accruing to 1 director (2025 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £300,000 (2025 - £275,000).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2025 - £660).
| The total accrued pension provision of the highest paid director at 31 January 2026 amounted to £514 (2025 - £110).
9. | Interest receivable
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other interest receivable | 103 | 280
|  | 103 | 280
Page 24
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
10. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 263,281 | -
| Adjustments in respect of previous periods | (20,544) | -
|  | 242,737 | -
| Foreign tax |  |
| Foreign tax on income for the year | 2,761 | -
|  | 2,761 | -
| Total current tax | 245,498 | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on loss | 245,498 | -
Page 25
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,545,727) | (792,734)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | (386,432) | (198,184)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 825,212 | 203,428
| Capital allowances for year in excess of depreciation | 2,724 | 1,690
| Utilisation of tax losses | (35,804) | -
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | (160,202) | (104,490)
| Unrelieved tax losses carried forward | - | 97,556
| Total tax charge for the year | 245,498 | -
Page 26
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
11. | Intangible assets
|  | Trademarks | Computer software | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 February 2025 | 16,422 | 15,000 | 31,422
| At 31 January 2026 | 16,422 | 15,000 | 31,422
| Amortisation |  |  |
| At 1 February 2025 | 12,331 | 4,625 | 16,956
| Charge for the year on owned assets | 564 | 1,500 | 2,064
| At 31 January 2026 | 12,895 | 6,125 | 19,020
| Net book value |  |  |
| At 31 January 2026 | 3,527 | 8,875 | 12,402
| At 31 January 2025 | 4,091 | 10,375 | 14,466
Page 27
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
12. | Tangible fixed assets
|  | Short-term leasehold property | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 February 2025 | 18,950 | 4,559 | 194,907 | 218,416
| Additions | - | - | 23,961 | 23,961
| Disposals | (18,950) | (523) | - | (19,473)
| At 31 January 2026 | - | 4,036 | 218,868 | 222,904
| Depreciation |  |  |  |
| At 1 February 2025 | 18,950 | 2,730 | 97,597 | 119,277
| Charge for the year on owned assets | - | 457 | 34,811 | 35,268
| Disposals | (18,950) | (523) | - | (19,473)
| At 31 January 2026 | - | 2,664 | 132,408 | 135,072
| Net book value |  |  |  |
| At 31 January 2026 | - | 1,372 | 86,460 | 87,832
| At 31 January 2025 | - | 1,829 | 97,310 | 99,139
13. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 February 2025 | 50
| At 31 January 2026 | 50
| The company holds all of the Ordinary shares in Muzz Social Ltd. Muzz Social Ltd is a dormant company.
Page 28
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
14. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 182,280 | 115,632
|  | 182,280 | 115,632
| Due within one year |  |
| Other debtors | 2,094,639 | 1,678,609
| Prepayments and accrued income | 70,619 | 119,095
| Tax recoverable | 77,954 | 33,168
|  | 2,425,492 | 1,946,504
15. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 4,930,239 | 4,033,662
|  | 4,930,239 | 4,033,662
16. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 225,290 | 258,242
| Amounts owed to group undertakings | 5,611,944 | 6,255,292
| Corporation tax | 263,281 | -
| Other taxation and social security | 234,003 | -
| Other creditors | 407,621 | 108,193
| Accruals and deferred income | 1,134,279 | 1,237,244
|  | 7,876,418 | 7,858,971
Page 29
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
17. | Financial instruments
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at amortised cost | 7,165,769 | 5,767,119
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (6,311,714) | (6,766,706)
| 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
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100,000 (2025 - 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 30
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
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 £3,069,538 (2025: £406,563) has been recognised within the profit and loss in relation to the share-based payment transactions with employees. A total charge of £66,434 (2025: £60,076) 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) 2026 | Number 2026 | Weighted average exercise price (pence) 2025 | Number 2025
| Outstanding at the beginning of the year | 122 | 275,000 | 122 | 277,331
| Granted during the year | 140 | 480,556 | 127 | 74,323
| Forfeited during the year | 126 | (111,809) | 125 | (76,654)
| Outstanding at the end of the year | 135 | 643,747 | 122 | 275,000
|  |  |  |  | 2026 | 2025
| Option pricing model used | Black-Scholes | Black-Scholes
| Weighted average share price (pence) | 638 | 1887
| Exercise price (pence) | 140 | 127
| Weighted average contractual life (years) | 4 | 4.43
| Expected volatility (percentage) | 70 | 70
| Risk-free interest rate (percentage) | 2.5 | 2.5
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Equity-settled schemes | 3,135,972 | 466,639
|  | 3,135,972 | 466,639
Page 31
MUZZ LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
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 £67,552 (2025: £55,680). Contributions totalling £31,360 (2025: £26,985) were payable to the fund at the balance sheet date and are included in other creditors.
22. | Commitments under operating leases
| At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Not later than 1 year | 113,925 | 164,051
| Later than 1 year and not later than 5 years | 949,375 | -
|  | 1,063,300 | 164,051
23. | Transactions with directors
At the year end included in other creditors is £1,558 (2025: £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 32