REGISTERED NUMBER: SC401265 (Scotland)

Financial Statements For The Year Ended 31 March 2025

for

Shoar (Holdings) Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

T Ramzan

S M Ramzan

REGISTERED OFFICE:

61 Hydepark Street

Glasgow

G3 8BW

REGISTERED NUMBER:

SC401265 (Scotland)

INDEPENDENT AUDITORS:

Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

FIXED ASSETS

Investments

4

-

1,770,000

CURRENT ASSETS

Debtors

5

44

170

Cash at bank

1,743

1,798

1,787

1,968

CREDITORS

Amounts falling due within one year

6

4,671

148

NET CURRENT (LIABILITIES)/ASSETS

(2,884

)

1,820

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,884

)

1,771,820

PROVISIONS FOR LIABILITIES

44

-

NET (LIABILITIES)/ASSETS

(2,928

)

1,771,820

CAPITAL AND RESERVES

Called up share capital

8

10,000

10,000

Capital redemption reserve

9

1,423,900

1,423,900

Retained earnings

9

(1,436,828

)

337,920

SHAREHOLDERS' FUNDS

(2,928

)

1,771,820

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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2026 and were signed on its behalf by:

T Ramzan - Director

1.	STATUTORY INFORMATION

Shoar (Holdings) Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Related party exemption

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.

Going concern

The primary activity of the company was that of a holding company, holding an investment in the share capital of Tarak Retail Limited. The company is a trading subsidiary of QUIZ Limited, a company based in Jersey.

Post year-end, the trading activities of Tarak Retail Limited have been wound down. Tarak Retail Limited has incurred losses in the year to 31 March 2025 and it continues to incur losses. Accordingly, the investment in Tarak Retail has been fully impaired in the financial statements for the year ended 31 March 2025.

QUIZ Limited has confirmed that it will provide financial support as required by the company to ensure that it will continue as a going concern for a period of twelve months from the date of the signing of these financial statements.

Investments in subsidiaries

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Interests in subsidiaries, associates and jointly controlled entities are assessed for impairment at each reporting date. Any impairments losses or reversals of impairment losses are recognised immediately in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102, in full, to all of its financial instruments.

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument, and are offset only when the company currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets

Other and inter-company debtors

Inter-company debtors which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price. Inter-company debtors are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument and subsequently measured at amortised cost.

A provision for impairment of inter-company debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

Financial liabilities

Financial liabilities and equity

Financial instruments are classified as liabilities and equity instruments 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 deducting all of its liabilities.

Equity instruments

Financial instruments classified as equity instruments are recorded at the fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments.

Trade, other and inter-company creditors

Trade, other and inter-company creditors payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.

Where the arrangement with a trade, other or inter-company creditor constitutes a financing transaction, the creditor is initially and subsequently measured at the present value of future payments discounted at a market rate of interest for a similar instrument.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Dividends

Dividends are recognised as liabilities once they are no longer at the discretion of the Company.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 April 2024

and 31 March 2025

7,000,000

PROVISIONS

At 1 April 2024

5,230,000

Provision for year

1,770,000

At 31 March 2025

7,000,000

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

1,770,000

The fixed asset investment represents 100% of the ordinary share capital of Tarak Retail Limited, which is incorporated in the United Kingdom and retails fashion clothing and accessories.

Given the events which have occurred post year-end which are noted in greater detail in Note 11, the Directors have considered the investment within Tarak Retail Limited to be impaired and have provided for this impairment in full during the year.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

44

170

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

149

148

Other creditors

4,522

-

4,671

148

7.	SECURED DEBTS

Zesta Ventures Limited, a company registered in the British Virgin Isles (registered number 1970357), holds a fixed and floating charge over the assets of the company. Zesta Ventures Limited is a major shareholder in the company's parent company, QUIZ Limited, a company incorporated in the Isle of Jersey.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

10,000

Ordinary shares

£1

10,000

10,000

The Company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company.

9.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 April 2024

337,920

1,423,900

1,761,820

Deficit for the year

(1,774,748

)

(1,774,748

)

At 31 March 2025

(1,436,828

)

1,423,900

(12,928

)

Capital redemption reserve

The capital redemption reserve was created from the reduction in capital following the cancellation of the remaining preference shares in July 2017.

Profit and loss account

The profit and loss account is the cumulative profit and loss, net of distributions to owners.

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

The Report of the Auditors was unqualified.

Andy Logan (Senior Statutory Auditor)

for and on behalf of Robb Ferguson

11.	RELATED PARTY DISCLOSURES

The company has granted a fixed and floating charge over its assets in favour of Zesta Ventures Limited, a company registered in the British Virgin Isles. Zesta Ventures Limited is a major shareholder in the company's parent company, Quiz Limited, a company incorporated in the Isle of Jersey. Zesta Ventures Limited is under the control of the directors of the company.

12.	POST BALANCE SHEET EVENTS

The company's wholly owned subsidiary, Tarak Retail Limited continued to sustain losses in its accounting year ended 31 March 2025. Fellow group companies, Tarak International Limited and Orion Retail Limited,were placed into administration on 5th February 2026. Subsequently, trading activities in Tarak Retail Limited have greatly reduced in the year ended 31 March 2026 and beyond and the company considers that the carrying value of the investment cost of this subsidiary should be fully impaired in the 2025 financial statements.

13.	ULTIMATE CONTROLLING PARTY

The directors consider the ultimate and immediate parent undertaking to be QUIZ Limited, a company registered in Jersey.