REGISTERED NUMBER: 03059763 (England and Wales)

Audited Financial Statements for the Year Ended 31 March 2026

for

Giftpoint Ltd

Page

Company Information

1

Balance Sheet

2

Statement of Changes in Equity

4

Notes to the Financial Statements

5

DIRECTORS:

R Thompson

H L Westmoreland

REGISTERED OFFICE:

Giftpoint House

Unit 10 Trackside Business Centre

Abbots Close

West Byfleet

Surrey

KT14 7JN

REGISTERED NUMBER:

03059763 (England and Wales)

AUDITORS:

Johnson Smith & Co Ltd

Chartered Accountants and Statutory Auditors

Centurion House

London Road

Staines-Upon-Thames

Surrey

TW18 4AX

FIXED ASSETS

Tangible assets

5

33,866

41,133

Investments

6

1,261,800

1,018,271

1,295,666

1,059,404

CURRENT ASSETS

Stocks

7

451,523

379,723

Debtors

8

2,350,261

2,995,937

Cash at bank and in hand

43,292

47,809

2,845,076

3,423,469

CREDITORS

Amounts falling due within one year

9

2,914,974

3,195,832

NET CURRENT (LIABILITIES)/ASSETS

(69,898

)

227,637

TOTAL ASSETS LESS CURRENT LIABILITIES

1,225,768

1,287,041

CREDITORS

Amounts falling due after more than one year

10

-

(16,667

)

PROVISIONS FOR LIABILITIES

(274,933

)

(178,515

)

NET ASSETS

950,835

1,091,859

CAPITAL AND RESERVES

Called up share capital

13

3,008

3,008

Capital redemption reserve

14

10

10

Retained earnings

14

947,817

1,088,841

SHAREHOLDERS' FUNDS

950,835

1,091,859

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 16 September 2026 and were signed on its behalf by:

R Thompson - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2024

3,008

752,307

10

755,325

Prior year adjustment

-

275,659

-

275,659

As restated

3,008

1,027,966

10

1,030,984

Changes in equity

Dividends

-

(323,500

)

-

(323,500

)

Total comprehensive income

-

384,375

-

384,375

Balance at 31 March 2025

3,008

1,088,841

10

1,091,859

Changes in equity

Dividends

-

(413,000

)

-

(413,000

)

Total comprehensive income

-

271,976

-

271,976

Balance at 31 March 2026

3,008

947,817

10

950,835

1.	STATUTORY INFORMATION

Giftpoint Ltd is a private company, limited by shares , registered in England and Wales. 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 (£).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND KEY ACCOUNTING ESTIMATES

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Preparation of consolidated financial statements

The financial statements contain information about Giftpoint Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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 directors acknowledge the Financial Reporting Council's Going Concern Guidelines and believe that the company is well placed to manage its business risks successfully. Taking into consideration various changes to our product portfolio, the strong financial position of the company and having reviewed the cash flow forecasts and the initial financial scenario planning for 2027 and 2028 that has been carried out, the directors are satisfied that, at the time of approving the financial statements, there is not a material uncertainty that may cast significant doubt upon the entity's ability to continue as a going concern, and so it is appropriate to adopt the going concern basis in preparing the financial statements.

Changes in accounting policies

During the year ended 31 March 2026 the company changed its accounting policy in respect of investments in subsidiary undertakings and its interest in an associate, moving from the cost less impairment model to the fair value model, with changes in fair value recognised in profit or loss, in accordance with FRS 102 Section 9.26.The directors consider that this policy provides more relevant information to users of the financial statements by reflecting the current value of these investments.

This represents a voluntary change in accounting policy in accordance with Section 10 of FRS 102, which has been applied retrospectively.The cumulative effect of applying the fair value model to periods prior to 1 April 2024 has been recognised as a prior year adjustment to opening reserves at that date, being the start of the earliest period presented in these financial statements.Comparative figures for the year ended 31 March 2025 have been restated to reflect the fair value movement arising during that year, which is included within profit for that year.

The effect of the prior year adjustment on equity as at 1 April 2024 was as follows:

£

Fair value uplift on investments in subsidiary undertakings and associate

367,899

Deferred tax provision on the fair value uplift

(92,240

)

Increase in opening retained earnings at 1 April 2024

275,659

Turnover

Turnover consists of the fair value of the sale of goods and services net of value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold property costs and improvements

-

20% on cost

Fixtures and fittings

-

25% on cost

Office equipment

-

25% on cost

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed,and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognized in profit or loss. Investments in equity

shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognized in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of

change in value.

Investments in subsidiaries and associates

Investments in subsidiary undertakings and associates is measured at fair value where it can be measured , with changes in fair value recognized in profit or loss and where fair value cannot be measured reliably are measured at cost less impairment.This policy was adopted during the year ended 31 March 2026; comparative figures have been restated accordingly.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is

determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve

months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months

after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost

using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs.Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of=transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Operating lease commitments

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the

respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary

items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Operating lease commitments

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:

The amount of revenue can be reliably measured;

it is probable that future economic benefits will flow to the entity;

and specific criteria have been met for each of the company's activities.

Financial instruments

Financial instruments are recognised in the balance sheet when the company has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

Foreign currency risk management

The company uses derivative financial instruments in the form of forward exchange contracts to hedge its exposure to foreign exchange arising from operating and financing activities. Derivative financial instruments are not recognised in the financial statements on inception. The underlying foreign currency assets or liabilities are translated at their respective hedged exchange rates and all exchange gains or losses are recognised as income or expense in the income statement in the same period.

Incentive shares

The company operates executive incentive shares award based on the past performance, they are not subject to any further performance condition other than continued employment.

Pension costs

The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised in profit and loss account when due.

Grants

Grants are accounted for under the accrual model and classified either as a grant relating to revenue (revenue-based grant) or a grant relating to assets (capital-based grants). Grants which relate to revenue are recognised in income in the period the related costs are incurred by the entity for which the grant is intended to compensate. For grants which are received by the entity for compensation for expenses or losses which have already been incurred, the grant is recognised in income when it is received or receivable provided that the terms of the grant do not impose future performance-related conditions. Any grants that are received before the revenue recognition criteria are met are recognised in the entity's financial statements as a liability. Government grants in relation to tangible fixed asset are credited to profit and loss account over the useful lives of the related assets, whereas those in relation to expenditure are credited when the expenditure is charged to profit and loss.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 38 (2025 - 38 ) .

5.	TANGIBLE FIXED ASSETS

Leasehold

property

Fixtures

costs and

and

Office

improvements

fittings

equipment

Totals

£

£

£

£

COST

At 1 April 2025

75,975

69,515

24,640

170,130

Additions

19,000

-

1,166

20,166

At 31 March 2026

94,975

69,515

25,806

190,296

DEPRECIATION

At 1 April 2025

47,480

60,712

20,805

128,997

Charge for year

16,520

8,803

2,110

27,433

At 31 March 2026

64,000

69,515

22,915

156,430

NET BOOK VALUE

At 31 March 2026

30,975

-

2,891

33,866

At 31 March 2025

28,495

8,803

3,835

41,133

6.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

Other

undertakings

associate

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 April 2025

401,900

471,800

144,571

1,018,271

Disposals

-

-

(144,571

)

(144,571

)

Revaluations

181,500

206,600

-

388,100

At 31 March 2026

583,400

678,400

-

1,261,800

NET BOOK VALUE

At 31 March 2026

583,400

678,400

-

1,261,800

At 31 March 2025

401,900

471,800

144,571

1,018,271

Cost or valuation at 31 March 2026 is represented by:

Shares in

Interest

group

in

undertakings

associate

Totals

£

£

£

Valuation in 2026

181,500

206,600

388,100

Valuation in 2025

120,570

188,720

309,290

Valuation in 2024

279,819

88,080

367,899

Cost

1,511

195,000

196,511

583,400

678,400

1,261,800

7.

STOCKS

31.3.26

31.3.25

£

£

Stocks

451,523

379,723

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

£

£

Trade debtors

1,078,819

1,365,034

Amounts owed by group undertakings

238,002

567,088

Other debtors

337,595

338,312

Directors' current accounts

422,758

412,254

Prepayments and accrued income

273,087

313,249

2,350,261

2,995,937

The overdrawn directors' current accounts were repaid within nine months of the year end.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

£

£

Bank loans

16,667

200,000

Trade creditors

1,435,132

1,672,646

Amounts owed to group undertakings

-

22,885

Corporation tax

28,984

33,234

Social security and other taxes

184,084

73,710

VAT

205,893

231,952

Other creditors

848,412

848,511

Accruals

195,802

112,894

2,914,974

3,195,832

The bank overdraft is secured by a fixed and floating charge over all of the company's present and future assets. Included within other creditors amounts falling due within one year were secured liabilities of £599,469 (2025: £610,733) in respect of amounts due on factored debts.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.3.26

31.3.25

£

£

Bank loans - 2-5 years

-

16,667

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.3.26

31.3.25

£

£

Within one year

376,434

376,434

Between one and five years

1,505,736

1,505,736

In more than five years

131,537

507,971

2,013,707

2,390,141

12.	FINANCIAL INSTRUMENTS

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

13.	CALLED UP SHARE CAPITAL

2026

2025

No

£

No

£

Ordinary shares of £1 each

5

5

5

5

Ordinary X - (called up £0.01) of £0.01 each

300,000

3,000

300,000

3,000

Ordinary F share of £1 each

1

1

1

1

Ordinary E share of £1 each

1

1

1

1

Ordinary G share of £1 each

1

1

1

1

300,008

3,008

300,008

3,008

14.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 April 2025

1,088,841

10

1,088,851

Profit for the year

271,976

271,976

Dividends

(413,000

)

(413,000

)

At 31 March 2026

947,817

10

947,827

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

The Report of the Auditors was unqualified.

Maurice Brooks (Senior Statutory Auditor)

for and on behalf of Johnson Smith & Co Ltd

16.	INVOICE FACTORING

The company has a factoring agreement over its trade debtors. The agreement is with recourse. There was no contingent liability at the balance sheet date with regard to this agreement. The amount of factored debts outstanding at the balance sheet date are shown in trade debtors and the liability to the factors in creditors, although in legal terms the debts have been sold to the factoring company but with full recourse.

17.	CAPITAL COMMITMENTS

31.3.26

31.3.25

£

£

Contracted but not provided for in the

financial statements

-

-

18.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

31.03.26

31.03.25

£

£

Director A

Balance outstanding at start of year

127,748

151,707

Amounts advanced

266,899

128,041

Amounts repaid

128,000

152,000

Balance outstanding at end of year

266,647

127,748

31.03.26

31.03.25

£

£

Director B

Balance outstanding at start of year

284,506

171,453

Amounts advanced

201,605

284,553

Amounts repaid

330,000

171,500

Balance outstanding at end of year

156,111

284,506

19.	EVENTS SINCE THE END OF THE YEAR

There are no events since the end of the year which require disclosure in the financial statements for the year under review.

20.	ULTIMATE CONTROLLING PARTY

During the year, Giftpoint Limited was under the control of its board of directors.