The directors present the strategic report for the year ended 30 June 2025.

Mriah Limited ("the company") is an online retailer across various core product categories including footwear, home appliances and luggage. The company operates under various own brands through dedicated brand websites and via strategic partnerships with several well-known online marketplaces, to bring its products to market.

The year in review saw the decrease in turnover of approximately 25% that can be attributed to a combination of market conditions and deliberate strategic decisions made during the period most notably being;

• Reduced consumer demand and pricing pressure across core categories, driven by cost-of-living constraints and weaker discretionary spending, alongside lower seasonal demand due to unfavourable weather patterns.

• Planned pause in new product development during a refinancing period, temporarily limiting new launches and constraining growth in certain categories.

• Ongoing product portfolio rationalisation, with discontinuation of lower-margin lines, reducing short-term sales but improving long-term margin quality and profitability.

• Normalisation of luggage sales following the post-COVID period, as late-returning competitors re-entered the market, restoring pre-pandemic levels of competition and reducing previously elevated demand.

Continued cost pressures associated with investment for the company’s future growth strategy and wider market volatility, particularly in relation to exchange rate fluctuations, energy price volatility, wage inflation, freight costs, geopolitical instability and global supply chain disruption.

The ecommerce sector continued to evolve during the period with increasing competition from low-cost international marketplaces, changing consumer purchasing behaviour and growing expectations around delivery speed and customer service. The business continued to invest in operational efficiencies, stock management and digital marketing initiatives to maintain competitiveness and protect margins.

The company also continued to review its sourcing strategy and supplier relationships to improve supply chain resilience and reduce dependency on individual territories or manufacturers.

Looking ahead, profit growth is expected to be achieved through:

• Addition of new sales channels.

• Expansion into new geographic markets.

• Introduction of new products and brands.

• Continued cost optimisation and operational efficiencies.

• Increased use of automation and technology within operational processes.

The financial year to 30 June 2025 continued to present a challenging and uncertain trading environment, although inflationary pressures and supply chain disruption showed signs of stabilisation compared with previous years.

Global Trade and Tariffs
Global trade conditions remain uncertain due to ongoing geopolitical tensions and changes in international trade policy. Following a period of significant disruption and tariff escalation between the USA and China, trading conditions have shown greater stability through the back end of 2025 and into 2026, albeit at import tariff levels that remain materially higher than historic norms. These higher import costs continue to influence global manufacturing, sourcing and pricing dynamics across international retail markets.

The company continues to monitor developments closely and is implementing a multi-pronged strategy to mitigate risk:

• Reviewing pricing strategies to remain competitive while protecting gross margins.

• Continuing negotiations with suppliers to improve cost efficiencies.

• Diversifying sourcing and exploring production opportunities within and outside China.

• Increasing supply chain flexibility through additional supplier relationships and inventory planning.

Supply Chain Disruption and Freight Costs
Whilst global freight markets have improved compared with prior years, disruption within key shipping routes, including the Red Sea region, continues to create uncertainty around transit times and shipping costs.

The Red Sea remains a strategically important global trade route and ongoing geopolitical instability in the region has continued to affect international shipping operations. Some carriers have continued to reroute vessels around the Cape of Good Hope, resulting in extended lead times and increased freight and insurance costs.

The company continues to monitor shipping schedules closely, maintain regular communication with suppliers and logistics partners, and adjust purchasing timelines where necessary to mitigate disruption.

Middle East Conflict, International Travel and Energy Market Volatility

The escalation of conflict involving Iran during 2026, together with disruption risks affecting the Strait of Hormuz, has increased volatility within global energy, freight and international travel markets. The Strait of Hormuz remains one of the world’s most strategically important shipping routes for oil and liquefied natural gas exports and instability within the region has contributed to increased oil prices and uncertainty across international logistics markets.

The conflict has also resulted in disruption to global aviation markets, including airspace restrictions, route diversions and flight cancellations by several international airlines operating within the Middle East and wider international travel corridors. Higher jet fuel prices and reduced airline capacity may negatively impact international travel demand and broader consumer confidence.

As a retailer operating within the luggage category, prolonged disruption to leisure and business travel markets may adversely affect consumer demand for travel-related products, particularly if consumers reduce or delay international travel plans due to increased travel costs or geopolitical uncertainty. Broader inflationary pressures linked to energy markets may also impact discretionary consumer spending across the company’s wider product categories.

Potential impacts on the group include:

• Increased freight and container shipping costs.

• Increased supplier manufacturing costs.

• Reduced consumer confidence and discretionary spending resulting from broader inflationary pressures.

• Reduced demand within luggage and travel-related product categories resulting from lower international travel activity.

• Volatility in consumer purchasing patterns caused by geopolitical uncertainty.

The company continues to monitor developments closely and maintains regular dialogue with suppliers, freight forwarders, logistics partners and key marketplace channels to help mitigate disruption where possible.

Mitigation strategies include:

• Diversifying freight routes and logistics providers where commercially viable.

• Maintaining tighter inventory forecasting and stock planning, particularly within seasonal and travel-related product categories.

• Closely monitoring consumer demand trends and adjusting purchasing activity accordingly.

• Maintaining a diversified product portfolio across multiple non-travel-related categories to reduce dependency on any one sector.

• Reviewing pricing strategies and promotional activity regularly to maintain competitiveness and manage stock exposure.

• Continuing to diversify sourcing locations to reduce reliance on any single geographic region.

• Maintaining prudent cash flow forecasting and working capital management in response to market volatility.

Whilst the long-term economic impact of geopolitical instability remains uncertain, management continues to monitor developments and assess potential impacts on operations, supply chain continuity, consumer demand and international travel markets.

Inflation and the Cost of Living
Although UK inflation reduced significantly during the period compared with prior years, the wider cost of living environment continued to impact consumer confidence and discretionary spending patterns.

Increased operating costs, including wages, utilities, warehousing and fulfilment expenses, have continued to place pressure on margins across the retail sector.

The company continues to monitor pricing, product mix and promotional activity carefully to ensure products remain competitively positioned whilst protecting profitability. The company also maintains close control over overheads and inventory levels in response to fluctuations in consumer demand.

Competition within Ecommerce

The online retail sector remains highly competitive with increased market presence from global marketplaces and low-cost overseas sellers, particularly within value-driven product categories.

Consumer expectations regarding pricing, delivery speed and returns processes continue to increase.

The company continues to invest in brand development, customer experience, marketplace relationships and operational efficiency in order to remain competitive and diversify revenue streams.

Stock Levels
The company operates within a number of seasonal product categories which present stock holding challenges due to fluctuations in demand and changing weather conditions.

Failure to sell through seasonal inventory can result in increased storage costs, reduced liquidity and margin pressure from discounted clearance activity.

The company uses historical sales data, forecasting tools and ongoing inventory analysis to manage this risk and continues to utilise cost-effective warehousing solutions and tighter purchasing controls.

Interest Rates
Whilst UK interest rates began to stabilise and reduce during the period, the overall cost of borrowing remains elevated compared with historic levels.

The company manages this risk by maintaining robust cash flow forecasting, reviewing financing facilities regularly, seeking competitive funding arrangements and maintaining close relationships with finance providers and suppliers.

Currency

The company purchases goods in both GBP and USD and therefore remains exposed to foreign exchange fluctuations.

The company also generates sales in multiple currencies, which provides a partial natural hedge against exchange rate movements.

Management continues to monitor currency markets closely and considers foreign exchange exposure when pricing products, negotiating supplier agreements and forecasting margins.

Financial Review
During the year turnover decreased by £6,214,904 (25.9%). Gross profit decreased by £263,725 from £4,059,435 for 2024, with an increase in gross profit margin to 21.3% from 16.9% in 2024.

Administrative expenses decreased, going from £3,119,383 to £2,488,675 for the period.

Profit before tax increased from £603,044 to £1,010,118 for this financial period largely as result of the decreased administration expenses.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The principal activity of the company continued to be that of an online retailer.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £1,355,871. The directors do not recommend payment of a further dividend.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are 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 directors are 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. They are 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.

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.

We have audited the financial statements of MRIAH Limited (the 'company') for the year ended 30 June 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit 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 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 financial statements, we have concluded that the directors' 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 directors 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 directors are 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' 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 or the directors' 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows;

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We have identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

• We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of house fraud might occur, by;

• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• Considering the internal controls in place to mitigate risk of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we;

• Performed analytical procedures to identify any unusual or unexpected relationships;

• Tested journal entries to identify unusual transactions;

• Reviewed the internal controls in place, specifically around payroll and bank transactions; and

• Assessed whether judgements and assumptions made in determining the accounting estimates around depreciation were indicative of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities 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.

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.

MRIAH Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Pindar Road, Hoddesdon, Hertfordshire, England, EN11 0BZ.

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.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Bolt Shoes Holdings Ltd. These consolidated financial statements are available from its registered office, 1 Pindar Road, Hoddesdon, United Kingdom, EN11 0BZ.

Atruet 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.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Stocks are valued at the lower of cost, using the first in first out method, and net realisable value after making due allowance for obsolete and slow moving stock.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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 tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

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

Their aggregate remuneration comprised:

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

The company has provided security for the following amounts included within bank loans and overdrafts:

£2,189,026 (2024: £3,135,767) is secured by way of a fixed and floating charge over the assets of the company.

A total of £179,467 (2024: £419,683), included with bank loans and overdrafts over one year, is secured by way of a fixed charge over the freehold properties owed by the company, and a floating charge over the remaining assets.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

At the year end, the company was owed £1,603,985 (2024:£1,165,985) by a related company under common control.

Bolt Shoes Holdings Limited is regarded by the directors as being the company's ultimate parent company.

The registered office of the ultimate holding company is:

1 Pindar Road

Hoddesdon

EN11 OBZ