The director presents the strategic report for the year ended 30 April 2025.

Financial Performance

During the year, the Company reported turnover of £14.37 million (2024: £14.62 million), representing a marginal decrease of approximately 1.6% compared to the prior year. Gross profit of £627,148 was achieved in the context of a competitive and margin-sensitive market, as the Company continued to focus on operational scalability and disciplined cost management.

The Company reported an operating loss of £26,768 and a net loss of £26,768 for the financial year. The loss primarily reflects ongoing investment in operational infrastructure, personnel, and systems to support long-term growth, together with margin pressures in certain contracts during the period.

No exceptional or non-recurring items materially distorted the Company’s reported performance during the year.

Financial Position

As at 30 April 2025, the Company reported net liabilities of £575,640. This position reflects accumulated losses in prior periods combined with working capital pressures associated with the scale of intercompany trading activities.

Cash at bank at the year-end was £63,508. The Company actively manages its liquidity requirements through close monitoring of receivables, payables and intercompany settlements. The directors are satisfied that appropriate arrangements are in place to support the Company’s operational needs.

Cash Flow and Liquidity

The business experienced significant cash inflows from trading activities during the year, offset by operating expenditure and settlement of supplier obligations. Working capital management remained a key focus area, particularly given the volume of intercompany transactions.

The directors continue to monitor cash flow forecasts to ensure the Company maintains sufficient liquidity to meet its obligations as they fall due.

Risk Management

The principal risks and uncertainties facing the Company include:

• Margin pressure within a competitive industry.

• Reliance on significant supplier and intercompany relationships.

• Working capital and liquidity management risk.

• Exposure to foreign exchange fluctuations where transactions occur in non-GBP currencies.

The Company mitigates these risks through active contract management, centralized financial oversight, and close coordination with its parent entity.

Overall Position

Despite the operating loss reported for the year, revenue growth demonstrates continued commercial activity and market presence. The directors remain focused on improving gross margins, optimizing cost structures, and strengthening the Company’s balance sheet position in the forthcoming financial year.

The review has been prepared in accordance with the requirements of the Companies Act 2006 and reflects the size and complexity of the Company’s operations.

The directors have considered the principal risks and uncertainties that could materially affect the Company’s performance, financial position, solvency or liquidity. The risks outlined below are considered principal due to their potential impact on the Company’s business model and future trading performance.

Margin and Profitability Risk

The Company operates in a competitive and margin-sensitive environment. Although revenue remained stable during the year, profitability remains modest and the Company reported a net loss for the year. Sustained margin pressure could adversely affect future profitability and capital resilience.

The directors mitigate this risk through active contract management, pricing discipline and ongoing review of cost structures.

Liquidity and Working Capital Risk

At 30 April 2025, the Company reported net liabilities of £575,640 and cash at bank of £63,508. While operating losses reduced significantly during the year, liquidity management remains a key focus area.

The Company closely monitors its cash flow position through rolling forecasts and careful management of receivables and payables. The directors are satisfied that arrangements are in place to meet the Company’s obligations as they fall due.

Reliance on Key Trading Relationships

A significant proportion of the Company’s trading activity relates to established supplier and intercompany relationships. Disruption to these relationships could affect revenue generation and operational continuity.

This risk is mitigated through ongoing communication, contractual clarity and group-level coordination.

Economic and Market Conditions

The Company is exposed to broader economic conditions, including inflationary pressures, geopolitical uncertainty and general market volatility. Such conditions may impact customer demand and cost structures.

The directors monitor economic developments and adjust operational strategies accordingly to preserve financial stability.

Regulatory and Compliance Risk

The Company operates within established regulatory frameworks and must maintain compliance with relevant UK statutory and financial reporting requirements. Non-compliance could result in reputational or financial consequences.

Internal controls and external audit oversight form part of the Company’s mitigation framework.

The directors acknowledge that the forthcoming financial year is expected to remain competitive. Management’s focus will be on improving gross margins, reducing operating losses further and strengthening the Company’s balance sheet position.

Although material growth is not expected in the short term, continued operational refinements and cost discipline are anticipated to support progress toward sustainable profitability.

The Company will continue to enhance internal processes and operational efficiencies to support service quality and financial performance.

The directors monitor both financial and operational indicators to assess performance, financial stability and progress toward profitability. The selected KPIs reflect the Company’s revenue-based trading model, margin profile and working capital requirements.

Comparative data has been included to illustrate trends year-on-year.

Financial KPIs

Revenue

Revenue remained broadly stable year-on-year, with a marginal decline of 1.7%. This reflects continued commercial activity within a competitive market environment.

Gross Profit & Gross Margin

Gross profit increased significantly by 48% compared with the prior year. Gross margin improved from 2.9% to 4.4%, reflecting improved pricing discipline and cost management.

Operating Loss & Operating Margin

The operating loss reduced by approximately 94% compared to the prior year, demonstrating improving cost control and operational efficiency.

Operating margin improved from (3.0%) to (0.2%)

Net Loss

The reduction in net loss reflects improved gross margin performance and tighter overhead management.

Net Asset Position

Net liabilities increased during the year, primarily reflecting cumulative losses. The directors continue to monitor the capital position and working capital structure.

Liquidity – Cash at Bank

As at 30 April 2025, the Company held cash at bank of £63,508.

Cash levels are monitored closely through the preparation of rolling cash flow forecasts to ensure that sufficient liquidity is maintained to meet the Company’s operational and financial obligations as they fall due.

Summary of KPI Trends

While revenue remained stable, the Company demonstrated material improvement in gross profitability and a significant reduction in operating losses during the year. The balance sheet reflects accumulated historical losses, and management remains focused on strengthening the capital position and restoring profitability.

On behalf of the board

The director presents his annual report and financial statements for the year ended 30 April 2025.

The principal activity of the company during the financial year was the purchase and resale of gift cards across a range of retail and digital platforms. The company operates as an intermediary, sourcing gift cards from various suppliers and distributing them to customers through both online and offline channels. The business aims to provide flexible gifting solutions and enhance customer convenience by offering a diverse selection of branded gift cards. There have been no significant changes in the nature of these activities during the year.

The director who held office during the year and up to the date of signature of the financial statements was as follows:

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly, Ensors Accountants LLP formally resigned as the company’s auditors, with the directors duly appointing Azets Audit Services Limited, trading as Ensors, to fill the vacancy arising.

The auditor, Azets Audit Services Limited, trading as Ensors, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The director is responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• 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 enable them 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.

We have audited the financial statements of Merit Incentives Europe Limited (the 'company') for the year ended 30 April 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 revised financial statements:

• give a true and fair view of the state of the company's affairs as at 30 April 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the revised 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 UK, including the FRC’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 revised 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the director's report for the financial year for which the revised 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.

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 and 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; or

• the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the director's report.

As explained more fully in the director's responsibilities statement, 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.

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 auditor's 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 revised 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.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the revised financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, revenue recognition and management override of systems and controls.

We also obtained an understanding of the legal and regulatory framework that the company operates in, through discussions with the directors and other management, and from our own knowledge and experience of the sector.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework both at the planning stage and reminded to remain alert throughout the audit;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the revised financial statements may be susceptible to fraud;

• robustly challenged accounting estimates to ensure no indication of management bias.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities for the audit of the revised financial statements is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

We are also required to report whether in our opinion the original financial statements failed to comply with the requirements of the Companies Act 2006 in the respects identified by the directors. The audit of the revised financial statements includes the performance of procedures to assess whether the revisions made by the directors are appropriate and have been properly made.

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 auditor's 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Merit Incentives Europe Limited is a private company limited by shares incorporated in England and Wales. The registered office is 85 Great Portland Street, London, W1W 7LT.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

In assessing the company’s ability to continue as a going concern, the directors have taken into account the financial position of the company, projected cash flow requirements, and the continued financial support of its parent company. This support is expected to continue for at least 12 months from the date of approval of the financial statements.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (upon sale of gift cards), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Short term debtors are measured at transaction price, less any impairment. Loans and other debtors 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.

Short term trade creditors and other current creditors payable on demand 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.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the company during the year was:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The company has a potential deferred tax asset of £112,992 ( 2024 - £ 144,049), primarily in respect of trading losses, measured at the rate of 25% ( 2024 - 25%). This potential tax asset has not been recognised as there is insufficient persuasive evidence that the losses will be utilised in the foreseeable future.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The smallest group in which the company's results are consolidated is headed by MYLIST FZ LLC, a company incorporated in UAE. The registered office of MYLIST FZ LLC is 1102 Tecom, Dubai, AE.