REGISTERED NUMBER: 12942201 (England and Wales)

Unaudited financial statements for the year ended 31 October 2025

For

Meritel Holding Limited

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Ms A E L Dury Ep. Ramirez

A S Mazzotta

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

United Kingdom

SW1H 0BL

Registered number:

12942201 (England and Wales)

Accountants:

Equiom (Scotland)

15a Harbour Road

Inverness

INVERNESS-SHIRE

IV1 1SY

Fixed assets

Investments

5

4,589,259

1,000,000

Current assets

Debtors

6

688,770

762,524

Cash in hand

755,468

5,610,062

1,444,238

6,372,586

Creditors

Amounts falling due within one year

7

(4,941,472

)

(4,646,682

)

Net current (liabilities)/assets

(3,497,234

)

1,725,904

Total assets less current liabilities

1,092,025

2,725,904

Capital and reserves

Called up share capital

8

55,241

55,241

Retained earnings

1,036,784

2,670,663

1,092,025

2,725,904

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 28 July 2026 and were signed on its behalf by:

Ms A E L Dury Ep. Ramirez - Director

1.	Statutory information

The principal activity of Meritel Holding Limited is that of a corporate holding company.

The company is a private company limited by shares and incorporated in the UK. Its registered office is Suite 1, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0BL. The company’s registered number is 12942201.

The financial statements are presented in Euro, which is the functional currency of the company.

The company has no employees.

2.	Statement of compliance

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 individual financial statements of Meritel Holding Limited have been prepared in compliance with the UK Accounting Standards, including Financial Reporting Standard 102 Section 1A - Small Entities, "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS Section 1A - Small Entities") and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit and loss.

Interest income

Interest income is accounted for on a receivable basis.

Expenses

Expenses are recognised on an accruals basis.

Foreign currency

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 the statement of comprehensive income.

Taxation

The Company is subject to UK corporation tax at a rate of 25% on any income or gains arising in the UK.

Investments

Quoted investments

The company’s quoted investments are carried in the financial statements at fair value. Movement in fair value is recognised in the statement of comprehensive income.

Unquoted investments

Unquoted investments are stated at cost. Any surplus or deficit arising on the disposal of investments is transferred to the statement of comprehensive income.

4.	Employees and directors

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

5.	Fixed asset investments

2025

2024

€

€

Brought forward and carried forward

1,000,000

1,000,000

Analysed as:

Envol Afrique LLC

1,000,000

1,000,000

Envol Afrique LLC

The company owns 10% of the equity share capital of Envol Afrique LLC.

Quoted investments

Summary of movements on the quoted investments in the year ended 31 October 2025:

2025

2024

€

€

Investments at market value brought forward

-

-

Additions

3,547,217

-

Unrealised gain on revaluation of quoted investments

42,042

-

3,589,259

-

The book cost of the investments at 31 October 2025 was €3,547,217(2024: € nil).

6.

Debtors: amounts falling due within one year

2025

2024

€

€

Funds receivable from Envol Afrique LLC

688,134

662,983

Accrued interest

-

99,496

Refund outstanding

-

45

Prepayments

636

688,770

762,524

The funds receivable from Envol Afrique LLC relate to a profit allocation not yet received.

7.

Creditors: amounts falling due within one year

2025

2024

€

€

Trade creditors

-

7,667

Loan payable - S Pirbay (i)

3,263,478

2,943,018

Loan payable - J Pirbay (i)

1,672,774

1,672,774

Taxation Creditor

-

17,668

Other creditors and accruals

5,220

5,555

4,941,472

4,646,682

(i) The shareholder loans payable are unsecured, interest free and repayable on demand.

8.	Called up share capital

2025

2024

€

€

50,000 Ordinary shares of £1 each

Allotted, called up and fully paid

At 1 November & 31 October

55,241

55,241

9.	Related party transactions and ultimate controlling party

The company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned.